陕西广Electric network media（集团）Company limited by shares

章  程  

（1992年8月18Approved by the founding meeting of Nikkei Corporation  

1993年11月5Revised by Nikkei General Meeting  

1995年8月18Revised by Nikkei General Meeting  

1998年7月31日经1997Revised Annual General meeting  

2001年12月15日经2001Revised at the first extraordinary General Meeting  

2003年5月12日经2002Revised Annual General meeting  

2003年12月30日经2003Revised at the first extraordinary General Meeting  

2004年4月20日经2003Revised Annual General meeting  

2004年9月10日经2004Revised at the first extraordinary General Meeting  

2005年1月14日经2005Revised at the first extraordinary General Meeting  

2005年4月20日经2004Revised Annual General meeting  

2006年4月21日经2005The annual General meeting was fully revised  

2007年3月2日经2007Revised at the first extraordinary General Meeting  

2008年3月31日经2008Revised at the second Extraordinary General Meeting  

2008年6月12日经2008Revised at the third Extraordinary General Meeting  

2009年1月14日经2009Revised at the first extraordinary General Meeting  

2009年4月16日经2008Revised at the Annual General Meeting  

2010年5月18日经2009Revised at the Annual General Meeting

2012年3月12日经2012Revised at the first extraordinary General Meeting

2012年8月23日经2012Revised at the second Extraordinary General Meeting

2013年9月17日经2013Revised at the first extraordinary General Meeting

2014年4月10日经2013Year by yearGeneral meeting of shareholders修订

2015年7月10日经2015Revised at the first extraordinary General Meeting of shareholders

2016年11月15日经2016Revised at the first extraordinary General Meeting

2018年5月10日经2017Revised at the Annual General Meeting

2019年5月17日经2018Revised at the Annual General Meeting

2020年1月7According to the 35th meeting of the eighth Board of Directors2018Amendments authorized by the Annual General Meeting

2020年6月24日经2019Revised at the Annual General Meeting

2021年2月24日经2021Revised at the first extraordinary General Meeting

27 May 2022 as amended by 2021 Annual General Meeting)

目　录

Act 1   总则

Act 2  Business purpose and scope

Act 3  股份

First period  Share issue

 　The second section  Share increase, decrease and buyback

 　The third segment  Share transfer

Act Four  Shareholders and general meetings

First period　股东

The second section　General provisions for shareholders' meetings

The third segment　The convening of the general meeting of shareholders  

Fourth quarter　Proposals and notices of shareholders' meeting

The fifth segment　The convening of the general meeting of shareholders

Sixth segment　Votes and resolutions of the general meeting of shareholders

Chapter Five  Board of directors

First period董事  

The second sectionBoard of directors  

Act 6  Manager and其他Senior management

Act 7  Board of supervisors

　First period   监事  

 　The second section  Board of supervisors

Act 8Party building work  

第九章  Financial accounting system, profit distribution and audit

 　First period  Financial accounting system

 　The second section   Internal audit

The third segment  Appointment by an accounting firm

第十章  Notices and announcements

　First period  通知  

　The second section  公告  

第十一章  Merger, division, capital increase, capital reduction, dissolution and liquidation

 　First period  Merger, division, capital increase and capital reduction

 　The second section   Dissolution and liquidation

第十二章   Amendment of articles of association

第十三章  附则  

Act 1  总    则    

Article one  In order to safeguard the legitimate rights and interests of the company, shareholders and creditors, and regulate the organization and conduct of the Company,(Hereinafter referred to as the Company Law)The Securities Law of the People's Republic of China (hereinafter referred to as the Securities Law)、Constitution of the Communist Party of China (hereinafter referred to as the Party Constitution)And other relevant provisions to formulate these Articles of Association。  

Article 2  The company is a joint stock limited company established in accordance with the Interim Regulations on the Administration of Stock Issuance and Trading and other relevant provisions（Hereinafter referred to as the company, our company)。  

Company by the system reform committee of Xi 'an people's government city system change character(92)028Approved by the document No. 1 and established by social fundraising;Register with Xi 'an Administration for Industry and Commerce and obtain business license。Unify the social credit code91610131220601086E。

Article 3  The company is in1992年4月25With the approval of Xi 'an Branch of the People's Bank of China, RMB ordinary shares were issued to the public for the first time14000万股。Among them, the domestic shares issued by the Company to domestic investors in renminbi are12358.76Ten thousand shares, Yu1994年2月24Daily shrinkage4缩1It was later listed on the Shanghai Stock Exchange。  

Article 4  Registered name of company  

Chinese Name:Shaanxi Broadcasting Network Media (Group) Co., LTD

English name:SHAANXI BROADCAST&TV NETWORKINTERMEDIARY（GROUP）CO.，LTD.  

Article 5  Corporate domicile：Qujiang New District, Xi 'an曲江The first building in Qujiang administrative business district14-16，18-19，22-24层，Postal code：710061。

Article 6  The registered capital of the company is RMB710,486,363元。

Any change in the registered capital of the company shall be approved by the general meeting of shareholders做出Change the registered capital and amend the articles of association accordinglyAfter the resolution, the content of this article is amended。The Board of Directors shall be authorized to go through the formalities for the registration of changes in registered capital。  

Article 7  The company is a permanent company limited by shares。  

Article VIII  The chairman of the board is the legal representative of the company。  

The ninth article  All the assets of the company are divided into equal shares, the shareholders shall be liable to the company to the extent of the shares they hold, and the company shall be liable to the debts of the company with all its assets。  

Article ten  The Articles of Association of the Company shall become a legally binding document regulating the organization and conduct of the company, the relationship between rights and obligations between the company and shareholders, and between shareholders and shareholders, as well as a legally binding document for the company, shareholders, directors, supervisors and senior management personnel。In accordance with the Articles of Association, a shareholder may Sue a shareholder, and a shareholder may Sue a director, supervisor, manager and a member of the company其他Senior managers, shareholders can Sue the company, and the company can Sue shareholders, directors, supervisors, managers and其他Senior management。  

Article 11  The term "other senior managers" as mentioned in these Articles of Association refers to the deputy general managers,Financial officer、Assistant general manager,Secretary of the boardAnd such other senior management as the Board determines。

Article 12  Corporate basis《靠谱电子游戏app》To establish Communist Party organizations and carry out Party activities。The company provides the necessary conditions for the activities of the Party organization。  

Act 2  Business purpose and scope    

第十三条  The company's business purpose:Adhere to the values of the party's media and government network，Take the digital economy as the lead，Focus on the overall goal of "smart radio and television"，Comprehensively and thoroughly implement the four new strategies of "new network, new media, new platform and new ecology"，Adhere to the red line of safe broadcasting, the double-effect unified marking line, the bottom line of efficient management，Strive to achieve high-quality development，The company to become "outstanding main business, leading technology, excellent mechanism, with core competitiveness of the first-class.ICT"Integrated media communication operation enterprise", to create wealth for shareholders, to provide customers with satisfactory products and services, to provide opportunities for staff development, to create value for society。

第十四条Approved by the company registration authority, the business scope of the company is：Licensed business items: planning, shooting, production and distribution of radio and television programs (movies and TV dramas), Internet data transmission in the first type of basic telecommunications business,IPTelephone business, Internet access service business, call center business, information service business in the second type of value-added telecommunications business, radio and television program transfer, transmission, installation and construction of domestic satellite television receiving facilities, supporting supply, after-sales service and maintenance, food sales，The first type of value-added telecommunications services(Projects subject to approval by law，Business activities can only be carried out after approval by relevant departments);General business projects: radio and television information network construction, development, management and maintenance，Radio and television network information services, consulting，Design and construction of cable broadcast television distribution network，Computer information system integration engineering, network engineering, security engineering, intelligent building engineering, communication engineering design, integration implementation, operation and maintenance of technical services, technology transfer，Computer software development and sales，Information technology consulting services，Sales of household appliances, electronic products, communication equipment, building materials, general merchandise，Design, produce, publish and agent all kinds of advertisements at home and abroad，Real estate development，To undertake sports competitions, cultural performances and exhibitions。(For projects subject to approval according to law, business activities can only be carried out after approval by relevant departments)  

Act 3  股    份    

First period  Share issue  

第十五条  Shares of a company are in the form of shares。  

第十六条  The issuance of shares of a company shall follow the principles of openness, fairness and justice, and each share of the same class shall have the same rights。  

For shares of the same class issued at the same time, the conditions and price of each share shall be the same;The same share shall be paid for each share subscribed by any entity or individual。  

第十七条  The shares issued by the company are denominated in Renminbi。  

第十八条  The shares issued by the company are in Shanghai Branch of China Securities Depository and Clearing Co., LTD(Hereinafter referred to as China Clearing Shanghai分靠谱电子游戏app）Central storage。  

第十九条  The company was initiated by the state-owned Yellow River Machine Factory,1992年4When the company is established, it will be invested with its operating net assets。  

第二十条  The total number of shares of the Company is710,486,363All shares are ordinary shares。

the twentieth一条  A corporation or a subsidiary of a corporation(Including the company's subsidiaries)No assistance shall be provided in the form of gifts, funds, guarantees, compensation or loans to persons who purchase or propose to purchase shares of the Company。  

The second sectionShare increase, decrease and buyback    

the twentieth二条  The company may increase its capital in the following ways in accordance with the needs of its operation and development, and in accordance with the provisions of laws and regulations, subject to a resolution separately made by the general meeting of shareholders：

(1) public issuance of shares;  

(2) non-public offering of shares;  

(3) distributing bonus shares to existing shareholders;  

(4) converting surplus funds into additional capital;  

(5) Provisions of laws and administrative regulations andChina Securities Regulatory Commission (hereinafter referred to asChina Securities Regulatory Commission）Other means of approval。

靠谱电子游戏appIssue convertible bonds券When convertible bonds券The issuance and share transfer procedures和安排以及Caused by the stock swapCapital stock of company变更等Matters shall be in accordance with state laws, administrative regulations, departmental rules and other documents的Rules and regulationsCorporate convertibility靠谱电子游戏app债券prospectus约定办理。

the twentieth三条  Companies can reduce their registered capital。The company reduces its registered capital,应当In accordance with the Company Law and other relevant provisions and本Procedures stipulated in the articles of association。  

the twentieth四条  The company may not purchase its shares。However, any of the following circumstances shall be excluded:

(1) Reducing the registered capital of the company;  

(2) with the holding of the company股份Merger of other companies;  

（三）Use shares in employee stock ownership plans or equity incentives；

(4) ShareholdersRequesting the company to purchase its shares due to objection to the resolution on merger or division made by the general meeting of shareholders;

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

(6) Necessary for the company to safeguard the value of the company and the rights and interests of shareholders。

the twentieth五条  The company acquires shares in the company,It could be through open centralized trading, or by law、行政Regulations and other ways recognized by the China Securities Regulatory Commission。

The company by these articles of association twentieth四Article 3 Purchases of shares of the company under the circumstances specified in items (3), (5) and (6) shall be made through open centralized transactions。

the twentieth六条　The company by these articles of association twentieth四The purchase of shares of the company under the circumstances specified in items (1) and (2) shall be subject to a resolution of the general meeting of shareholders;Corporate causeArticle 20四条Where the shares of the company are purchased under the circumstances specified in items (3), (5) and (6),In accordance with the provisions of these Articles of Association or as authorized by the general meeting of shareholders,Resolution of the board meeting attended by more than two-thirds of the directors。

The company shall be governed by the Articles of Association四After the purchase of shares of the company, if it falls under the circumstances of Item (1), it shallFrom the date of acquisition十Intra-day cancellation;In the case of items (2) and (4), it shall be in六Transfer or note within a month销；In the case of items (3), (5) and (6), the total number of shares of the company held by the company shall not exceed the total number of shares issued by the companyTen percentAnd should be in三Transfer or cancellation within the year。

The third segment  Share transfer  

the twentieth七条  The shares of the company may be transferred according to law。  

the twentieth八条  The Company does not accept its own shares as the subject matter of the pledge。  

the twentieth九条  The shares of the company held by the promoters since the date of establishment of the company一It cannot be transferred within a year。The shares issued by a company before its public offering, starting from the date when the company's shares are listed for trading on the stock exchange一Non-transferable within the year。  

The directors, supervisors and senior managers of the company shall report to the Company the shares of the Company held by them and their changes, and the number of shares transferred each year during the term of office shall not exceed the total number of shares of the Company held by themTwenty-five percent;The shares held by the company shall start from the date of listing of the company's shares一Non-transferable within the year。The above-mentioned personnel shall not transfer the shares of the Company held by them within six months after their resignation。  

第三十条靠谱电子游戏app持有Five percent以上股份Shareholder of、Directors, supervisors and senior managers shall transfer their shares of the CompanyOr other securities having the nature of equityAfter purchase六Sell within a month, or after六Purchased again within a month, the proceeds from which shall belong to the Company and the Board of Directors of the Company将Recoup its earnings。However, the securities company holds the residual stock due to the underwriting of the purchaseFive percentAbove shares,As well asChina Securities Regulatory CommissionExcept for other circumstances prescribed。  

The directors, supervisors and senior managers mentioned in the preceding paragraph, natural person shareholderStocks or other securities of equity nature held by his or her spouse, parents or children, or stocks or other securities of equity nature held by other people's accounts。

The board of directors of the company does not follow本条第一Where the provisions of this paragraph are implemented, the shareholder shall have the right to request the Board of Directors to make a decision三十Intra-day execution。If the board of directors of the company fails to do so within the above-mentioned time limit, the shareholders shall have the right to bring a suit directly to the people's court in their own name for the benefit of the company。

The board of directors of the company does not follow本条Where the provisions of the first paragraph are implemented, the liable director shall be jointly and severally liable according to law。

Act Four  Shareholders and general meetings    

First period  股    东

the thirtieth一条Corporate basisChina Clearing Shanghai分靠谱电子游戏appThe certificate provided establishes the shareholders' register, which is sufficient evidence to prove that the shareholders hold the shares of the company。The shareholders shall enjoy rights and undertake obligations according to the types of shares they hold;Shareholders holding the same type of shares shall enjoy the same rights and undertake the same obligations。  

The company shall communicate withChina Clearing Shanghai分靠谱电子游戏appSign a share storage agreement, regularly check the information of major shareholders and the change of major shareholders' holdings (including the pledge of equity), and timely grasp the company's equity structure。

the thirtieth二条  When the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts requiring confirmation of the identity of shareholders, the board of directors or the convenor of the general meeting shall determine the date of registration of shares, and the shareholders registered after the close of the market on the date of registration of shares shall be the shareholders enjoying the interests。  

the thirtieth三条  The shareholders of the company shall enjoy the following rights:  

（一）To receive dividends and other forms of distribution of benefits in accordance with the share of shares held by it;  

（二）依法请求To convene, preside over, participate in or appoint a shareholder's agent to participate in the shareholders' meeting and exercise the corresponding voting rights;  

（三）To supervise the operation of the company and make suggestions or questions;  

（四）In accordance with laws, administrative regulations and本Transfer, gift or pledge the shares held by it in accordance with the articles of association;  

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

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

（七）Any shareholder who disagrees with the resolution on merger or division made by the general meeting of shareholders shall request the Company to purchase its shares;

（八）Laws and administrative regulations, departmental regulations或本章程规定Other rights。  

the thirtieth四条  Where a shareholder requests to consult the relevant information or obtain materials mentioned in the preceding article, he shall provide the Company with written documents proving the type and quantity of the Company's shares held by him, and the Company shall provide such documents at the request of the shareholder after verifying the identity of the shareholder。  

the thirtieth五条If the contents of the resolutions of the shareholders' meeting or the board of directors of the company violate laws or administrative regulations, the shareholders have the right to request the people's court to determine that the contents are invalid。  

Where the convening procedure or voting method of the shareholders' general meeting or the board of directors violates laws, administrative regulations or the articles of Association, or the content of the resolution violates the Articles of Association, the shareholders shall have the right to take effect from the date of the resolution六十Within days, request the people's court to revoke。  

the thirtieth六条  If a director or senior manager violates laws, administrative regulations or the provisions of the Articles of Association while performing his duties, thereby causing losses to the Company, the case shall continueOne hundred and eightyHolding companies for more than a day alone or in combinationOne percentThe shareholders of the above shares shall have the right to request the Board of supervisors in writing to institute a lawsuit in the people's court;Where the Board of Supervisors violates laws, administrative regulations or the provisions of the Articles of Association while performing its duties of the Company and causes losses to the company, the shareholder may request the board of directors in writing to bring a lawsuit to the people's court。

The Board of Supervisors or the Board of directors refuses to initiate a lawsuit after receiving the written request of the shareholder as provided in the preceding paragraph, or from the date of receipt of the request三十If no suit is brought within a few days, or if the situation is urgent and no suit is brought immediately, the interests of the company will suffer irreparable damage, the shareholders provided for in the preceding paragraph shall have the right to bring a suit directly to the people's court in their own name for the interests of the company。

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

the thirtieth七条  Where a director or senior manager violates laws, administrative regulations or the provisions of the Articles of Association and damages the interests of a shareholder, the shareholder may bring a suit in a people's court。

the thirtieth八条  The shareholders of the company shall undertake the following obligations:  

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

（二）Pay the share fee according to the shares subscribed and the method of contribution;  

（三）Except as prescribed by laws and regulations, no shares may be withdrawn;  

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

（五）Laws, administrative regulations and本Other obligations stipulated in the articles of Association。

Corporate shareholders abuse shareholders' rights to the company or其他If any shareholder causes any loss, he shall be liable for compensation according to law。If a shareholder of a company abuses the independent status of the company legal person and the limited liability of the shareholder to evade debts and seriously damages the interests of creditors of the company, he shall bear joint and several liability for the debts of the company。

the thirtieth九条  Holding companyFive percentIf a shareholder of the above voting shares pledges his or her shares, he or she shall submit a written report to the Company on the date on which such fact occurs。  

第四十条  The controlling shareholder and actual controller of the company shall not use their association 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 actual controller of a company shall have a duty of good faith to the company and the shareholders of the company's public shares。Controlling shareholders shall strictly exercise the rights of investors in accordance with the law. Controlling shareholders shall not harm the legitimate rights and interests of the company and the shareholders of public shares by means of profit distribution, asset reorganization, foreign investment, appropriation of funds, loan guarantee, etc., and shall not use their controlling position to harm the interests of the company and the shareholders of public shares。  

The second section  General provisions for shareholders' meetings  

fortieth一条  The general meeting of shareholders shall be the authority of the company and shall exercise the following functions and powers according to law:  

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

(2) Election and replacementNot held by the employee representativeDirectors and supervisors to decide on matters relating to the remuneration of directors and supervisors;  

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

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

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

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

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

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

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

(10) Amend the Articles of Association;  

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

(12) Deliberation and approval of 40二The security matters specified in this article;  

（十三）The purchase or sale of significant assets by the company within one year exceeds the total audited assets of the company in the latest periodthirty percentMatters relating to;

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

(15) Reviewing equity incentive plansAnd employee stock ownership plans；

(16) Review of laws, administrative regulations, departmental rules or provisions of the articles of association shall be decided by the shareholders' meeting其他事项。

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

fortieth二条  The following external guarantee acts of the company shall be examined and approved by the general meeting of shareholders。

(1) The total amount of foreign guarantees of the Company and its holding subsidiaries，Exceeding the audited net assets of the latest periodfifty percentAny security later provided;

(2) The total amount of the company's foreign guarantees exceeds the total audited assets of the latest periodthirty percentAny security later provided;

(3) The amount guaranteed by the company within one year exceeds 30% of the total audited assets of the company in the latest period;

（四The asset-liability ratio exceedsseventy percentGuaranty provided by the guaranty object;

（五The amount of a single guarantee exceeds the most recent audited net assetsTen percentThe guarantee of;

（六Guarantees to shareholders, actual controllers and their affiliates。

fortieth三条  Shareholders' meetings are divided into annual shareholders' meetings and extraordinary shareholders' meetings。The annual General meeting is held every year一The second time shall be after the end of the previous fiscal year六Be held within the month。  

fortieth四条  Under any of the following circumstances, the company shall take effect from the date of occurrence两Hold an extraordinary general meeting within months:  

（一）The number of directors is less than the number specified in the Company Law orThe number of persons specified in these ArticlesTwo thirds时；

(2) The company's uncompensated losses amount to the total paid-in share capitalOne third时；  

(3) Alone or in combination计Holding companyTen percentWhen requested by the shareholders of the above shares;  

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

(5) When proposed by the Board of supervisors;  

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

fortieth五条  The place of the shareholders' meeting of the Company shall be: the domicile of the company or the notice of the meeting其他Definite location。The general meeting of shareholders will be held in the form of an on-site meeting。The time and place of the on-site meeting shall be selected to facilitate the participation of shareholders。The company will also提供The way to vote onlineTo facilitate the participation of shareholders in general meetings。Any shareholder who participates in the shareholders' meeting through the above-mentioned means shall be deemed to have attended。

After the notice of the general meeting of shareholders is issued, the venue of the on-site meeting of the general meeting of shareholders shall not be changed without valid reasons。If it is really necessary to change, the convenor shall be held at least before the day of the on-site meeting两个Working dayAnnounce and explain the reason。

fortieth六条  When the Company holds a general meeting of shareholders, lawyers will be engaged to provide legal advice and announce the following issues:

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

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

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

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

The third segmentThe convening of the general meeting of shareholders    

fortieth七条  The independent directors have the right to propose to the Board of Directors the convening of an extraordinary general meeting。For the proposal of the independent directors to call an extraordinary general meeting, the board of directors shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, after receiving the proposal十Give written feedback on whether to agree or disagree with the convening of the extraordinary general meeting within the day。If the board of directors agrees to hold an extraordinary general meeting, it will be held after the board of Directors has made a resolution五Issue a notice of convening the general meeting of shareholders within days;If the board of directors does not agree to hold an extraordinary shareholders' meeting, it will give reasons and make an announcement。  

fortieth八条  The Board of Supervisors shall have the right to propose to the Board of Directors the convening of an extraordinary general meeting of shareholders and shall do so in writing。The Board of Directors shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, after receiving the proposal十Give written feedback on whether to agree or disagree with the convening of the extraordinary general meeting within the day。

If the board of directors agrees to hold an extraordinary general meeting, it will be held after the board of Directors has made a resolution五The notice of convening the general meeting of shareholders shall be issued within days, and the changes to the original proposal in the notice shall be approved by the Board of Supervisors。

The Board does not agree to call an extraordinary general meeting, or upon receipt of the proposal十If no feedback is given within a few days, the board of directors shall be deemed to be unable to perform or fail to perform the duties of convening the general meeting of shareholders, and the board of supervisors may convene and preside over the meeting on its own。

fortieth九条  Holding companies individually or in aggregateTen percentThe shareholders of the above shares shall have the right to request the board of directors to convene an extraordinary general meeting, and shall do so in writing。The Board of Directors shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, after receiving the request十Give written feedback on whether to agree or disagree with the convening of the extraordinary general meeting within the day。

If the board of directors agrees to hold an extraordinary shareholders' meeting, it shall be held after the board of directors has made a resolution五The notice of convening the general meeting of shareholders shall be issued within days, and the change of the original request in the notice shall obtain the consent of the relevant shareholders。

The Board does not agree to call an extraordinary general meeting, or upon request十If no feedback is given within days, the company shall be held separately or in totalTen percentThe shareholders of the above shares have the right to propose to the Board of Supervisors to convene an extraordinary general meeting of shareholders, and shall make a request to the Board of Supervisors in writing。

If the board of supervisors agrees to hold an extraordinary general meeting of shareholders, it shall do so upon receipt of the request五The notice of convening the general meeting of shareholders shall be issued within days, and the change of 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 shareholders' meeting within the prescribed time limit, it shall be deemed that the board of Supervisors does not convene and preside over the shareholders' meeting九十Hold the company alone or in total for more than a dayTen percentThe shareholders of the above shares may convene and preside over them on their own。

第五十条  If the board of Supervisors or shareholders decide to convene a general meeting of shareholders on their own, they shall notify the Board of Directors in writing and file a record with the Shanghai Stock Exchange at the same time。

Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the summoned shareholders shall not be lower than thatTen percent。

Supervisory board orThe convening shareholders shall submit relevant certification materials to the Shanghai Stock Exchange when issuing the notice of the shareholders' meeting and the announcement of the resolution of the shareholders' meeting。

fiftieth一条  The Board of Directors and the Secretary of the Board of Directors shall cooperate with the Supervisory Board or the shareholders' own general meeting。Board of directors将Provide a register of shareholders on the date of registration。

fiftieth二条  The Company shall bear the expenses necessary for the shareholders' meeting convened by the Board of Supervisors or the shareholders themselves。

Fourth quarterProposals and notices of shareholders' meeting  

fiftieth三条  The content of the proposal shall fall within the scope of the authority of the shareholders' meeting, have clear topics and specific resolutions, and comply with the relevant provisions of laws, administrative regulations and the Articles of Association。

fiftieth四条  The company holds general meetings of shareholders, the board of directors, the board of supervisors, individually or jointly计Holding companyThree percentThe shareholders of the above shares have the right to submit proposals to the company。

Holding companies individually or in aggregateThree percentThe shareholders of the above shares may hold a general meeting of shareholders十Submit a provisional proposal and submit it in writing to the convenor。The convenor shall, upon receipt of the proposal两Issue a supplementary notice of the shareholders' meeting within days to announce the contents of the provisional proposal。

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

Not specified in the Notice of General meeting or not in accordance with Article 50 of these Articles三The General meeting of Shareholders shall not take a vote and make a resolution on the proposal provided for in the Article。

fiftieth五条  The convenor will be held at the annual general meeting二十Shareholders are notified by announcement that an extraordinary general meeting will be held at the meeting十五The shareholders shall be notified by public announcement。In calculating the starting period, the Company shall not include the date of the meeting。

fiftieth六条  The notice of the general meeting includes the following:  

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

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

(3) In obvious words: allCommon stockAll shareholders have the right to attend the general meeting of shareholders, and may appoint a proxy in writing to attend the meeting and vote, the proxy of shareholders need not be a shareholder of the company;

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

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

(6) Voting time and voting procedures by Internet or other means。

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

General meeting network or其他The commencement time of voting shall not be earlier than the afternoon of the day before the on-site general meeting of shareholders is held3:00And not later than the morning of the day on which the on-site general meeting is held9:30The closing time shall not be earlier than the afternoon of the day on which the on-site general meeting is closed3:00。

The interval between the date of registration of the shares and the date of the meeting shall not be more than七Working day。Once the registration date is confirmed, it cannot be changed。

fiftieth七条  If 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 of directors and supervisors, including at least the following:

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

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

（三）披露The number of shares held by the company;

(4) Whether you have received the China Securities Regulatory Commission and其他Punishment by relevant departments and punishment by stock exchanges。

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

fiftieth八条  After the notice of a general meeting is given, the general meeting shall not be adjourned or cancelled without good reason, and the proposals set out in the notice of a general meeting shall not be cancelled。In case of delay or cancellation, the convenor shall hold the meeting at least before the original date两A working day announcement and reason。  

The fifth segmentThe convening of the general meeting of shareholders    

fiftieth九条The board of directors and其他The convenor will take necessary measures to ensure the normal order of the shareholders' meeting。For interfering with the shareholders' meeting, picking quarrels and provoking troubles and infringing on the legitimate rights and interests of shareholders, measures will be taken to stop and timely report to the relevant departments for investigation and punishment。  

第六十条　All shares registered at the date of registrationCommon stockAny shareholder or his agent shall have the right to attend the general meeting of shareholders。And exercise voting rights in accordance with relevant laws, regulations and the Articles of Association。

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

the sixtieth一条  If an individual shareholder attends the meeting in person, he/she shall present his/her ID card or其他Valid certificates or certificates, stock account cards that can show their identity;If an agent is entrusted to attend the meeting, he or she shall present his or her valid ID card and the shareholder's power of attorney。

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

the sixtieth二条  The power of attorney issued by a shareholder for entrusting others to attend the shareholders' meeting shall contain the following contents:

(1) the name of the agent;

(2) Whether it has the right to vote;

(3) To vote separately on each item included in the agenda of the shareholders' meeting同意Instructions to oppose or abstain from voting;

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

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

the sixtieth三条  The proxy shall indicate whether the shareholder's agent may vote as he wishes if the shareholder does not give specific instructions。

the sixtieth四条  Proxy voting power of attorney If the principal authorizes another person to sign, a power of attorney authorized to sign, or其他Authorization documents shall be notarized。Notarized power of attorney or其他The authorization document and the voting proxy shall be placed at the company's residence or specified in the notice of convening the meeting其他地方。

If the entrusting person is a legal person, the legal representative of the entrusting person or the board of directors,其他The person authorized by the decision-making body to attend the shareholders' meeting of the company as a representative。

the sixtieth五条  The register of the persons attending the meeting shall be prepared by the Company。The register of the meeting shall contain the names of the participants (or the name of the unit), the ID card number, the address of the residence, the number of shares held or represented with voting rights, the name of the principal (or the name of the unit) and other matters。

the sixtieth六条  The convenor and the lawyer hired by the company will be basedChina Clearing Shanghai分靠谱电子游戏appThe register of Shareholders provided jointly verifies the legitimacy of the shareholders' qualifications and registers the names (or names) of the shareholders and the number of shares holding voting rights。The registration of the meeting shall be terminated before the presiding officer announces the number of shareholders and agents present at the meeting and the total number of shares holding voting rights。

the sixtieth七条  When the general meeting of shareholders is held, all the directors, supervisors and secretaries of the board of directors of the company shall attend the meeting其他Senior managers shall attend the meeting without voting rights。

the sixtieth八条  The shareholders' meeting is presided over by the chairman。If the chairman is unable to perform his duties or fails to perform his duties, the vice chairman shall preside;If the vice chairman is unable to perform his duties or fails to perform his duties, he shall be presided over by a director jointly elected by more than half of the directors。

The shareholders' meeting convened by the Board of Supervisors shall be presided over by the chairman of the board of Supervisors。If the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, a supervisor jointly elected by more than half of the supervisors shall preside。

A general meeting of shareholders convened by the shareholders themselves shall be presided over by a representative elected by the convenor。

When a general meeting of shareholders is held, if the presiding officer violates the rules of procedure so that the general meeting of shareholders cannot continue, the general meeting of shareholders may elect a person to serve as presiding officer and continue the meeting with the consent of more than half of the shareholders with voting rights present at the meeting。

the sixtieth九条  The company shall formulate rules of procedure for shareholders' meetings，Detailed provisions for the convening of shareholders' meetings and voting procedures，Including notification, registration, consideration of proposals, voting, counting of votes, announcement of voting results, formation of meeting resolutions, meeting minutes and signing, announcement, etc，And the principle of authorization of the board of directors by the general meeting of shareholders，The content of authorization should be clear and specific。The rules of procedure of the general meeting of shareholders shall be annexed to the articles of association, drawn up by the Board of Directors and approved by the general meeting of shareholders。

第七十条  At the annual shareholders' meeting, the Board of directors and the Board of Supervisors shall report to the shareholders' meeting on their work in the past year。Each independent director shall also make a report on his/her duties。

seventieth一条　The directors, supervisors and senior management shall give explanations and explanations on the questions and suggestions of shareholders at the general meeting of shareholders。

seventieth二条  The presiding officer of the meeting shall announce the number of shareholders and agents present at the meeting and the total number of shares holding voting rights before the voting, and the number of shareholders and agents present at the meeting and the total number of shares holding voting rights shall be subject to the registration of the meeting。

seventieth三条  The minutes of the general meeting shall be kept by the Secretary of the Board。

The minutes recorded the following:

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

(2) the moderator of the meeting and the directors, supervisors, managers and others who attend or attend the meeting其他Names of senior managers;

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

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

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

(6) Names of lawyers, tellers and supervisors;

(7) The Articles of Association shall provide载入minuted其他内容。

seventieth四条The convenor shall ensure that the minutes of the meeting are true, accurate and complete。Directors, supervisors present at the meeting,高管、The secretary of the board of directors, the convenor or his representative, and the moderator of the meeting shall sign the minutes of the meeting。The minutes of the meeting shall be accompanied by the signatures of the shareholders present at the meeting and the proxy letter, network and其他Valid information on voting status shall be kept together for a period not less than that十年。  

seventieth五条The convenor shall ensure that the general meeting of shareholders shall be held continuously until a final resolution is reached。If the general meeting of shareholders is suspended or unable to make a resolution due to special reasons such as force majeure, necessary measures shall be taken to resume the general meeting of shareholders as soon as possible or directly terminate the general meeting of shareholders, and a timely announcement shall be made。At the same time, the convenor shall report to the Shaanxi Regulatory Bureau of the CSRC and the Shanghai Stock Exchange。  

Sixth segment  Votes and resolutions of the general meeting of shareholders  

seventieth六条  Resolutions of the general meeting of shareholders are divided into ordinary resolutions and special resolutions。

The voting rights of the shareholders (including the shareholders' agents) present at the shareholders' meeting shall be held in the ordinary resolutions of the shareholders' meetingmajority通过。

The voting rights of the shareholders (including the shareholders' agents) present at the shareholders' meeting shall be held in the special resolutions made by the shareholders' meetingTwo thirdsAbove pass。

seventieth七条  The following matters shall be approved by ordinary resolution of the general meeting of shareholders:

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

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

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

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

(5) Annual report of the company;

(6) In addition to the provisions of laws, administrative regulations or these articles of association shall be adopted by a special resolution其他事项。

seventieth八条  The following matters are approved by a special resolution of the General meeting of shareholders:

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

(2) Division of the company;分拆、Merger, dissolution and liquidation;

(3) Amendments to the Articles of Association;

(4) The purchase or sale of major assets or the amount of guarantee by the company within one year exceeds the total audited assets of the company in the latest periodthirty percent的；

(5) equity incentive plan;

(6) Laws, administrative regulations or the articles of association, as well as the general meeting of shareholders by ordinary resolution will have a significant impact on the company, need to adopt a special resolution其他事项。

seventieth九条  A shareholder (including a shareholder's agent) shall exercise the right to vote by the number of shares with voting rights represented by him, and each share shall have one vote。

　　The general meeting of shareholders shall examine matters affecting the interests of small and medium-sized investorsImportant matterWhen voting on small and medium-sized investors shall be counted separately。The results of individual counting shall be publicly disclosed in a timely manner。

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

Where a shareholder's purchase of a company's shares with voting rights violates the provisions of paragraph 1 and paragraph 2 of Article 63 of the Securities Law, the shares exceeding the prescribed proportion shall not be allowed to exercise their voting rights within thirty-six months after the purchase, and shall not be counted in the total number of shares with voting rights attending the shareholders' meeting。

Board of directors, independent directors, holdingOne percentShareholders of the above voting shares、In accordance with laws, administrative regulations orChina Securities Regulatory CommissionThe provisions set up by an investor protection agency mayCall for shareholder voting rights。The solicitation of voting rights of shareholders shall fully disclose the specific voting intention and other information to the solicitor。It is prohibited to solicit shareholders' rights in the form of compensation or disguised compensation。Except for statutory conditions, the company may not impose a minimum shareholding limit on voting rights。

第八十条  When the general meeting of shareholders considers related transactions, the affiliated shareholders shall not participate in voting, and the number of shares with voting rights represented by them shall not be counted in the total number of valid votes;The announcement of the resolution of the general meeting of shareholders shall fully disclose the voting situation of non-affiliated shareholders。  

General meeting of shareholdersConsider concerningRelated party transaction事项When the associated shareholder shall自行回避，Renounce the right to vote;If the affiliated shareholders do not withdraw and insist on voting, the non-affiliated shareholders have the right to raise objections;If the matter under consideration is indeed an affiliated transaction, the affiliated shareholder may以To attend meetings, but not to vote。

Article 81　Except in special circumstances such as when the Company is in crisis, the Company will not communicate with the directors, managers and other directors unless approved by a special resolution of the general meeting of shareholders其他A contract to which a person other than a senior executive assigns the management of all or significant business of the company to that person。

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

Nomination of directors and supervisorsAnd selectMethods and procedures如下：  

（一）When the board of directors is replaced or additional directors are added, the current board of directors, alone or in total, holds the companyThree percentShareholders of the above shares can提名Non-independent director candidate；The current board of directors, the Board of supervisors, individually or collectively hold the companyMore than one percent of the sharesShareholders can raise名Independent director candidate。

(2) When the board of supervisors is replaced or added to the board of supervisors, the current board of supervisors, alone or in total, holds the companyThree percentShareholders of the above shares canTo nominate candidates for supervisors who are not employees' representatives;Staff supervisor byCompany employee通过Democratically elected, directly to the supervisory board。

（三）nominatorThe consent of the nominee shall be obtained before the nomination, andTo the current boardThe Board of supervisors shall submit the resume and basic information of the director or supervisor candidate nominated by it。Nominees and candidates shall ensure that they submit information真实、Accurate and complete。  

(4) The nominating Committee of the Board of Directors shall conduct qualification examination of director candidates。Candidates for directors and supervisors (excluding employee supervisors)经Board of directors,After deliberation and approval by the Board of Supervisors, it shall be submitted to the general meeting of shareholders选举决定。  

When the general meeting of shareholders votes on the election of directors and supervisors, the cumulative voting system shall be implemented in accordance with the provisions of the Articles of Association or the resolutions of the general meeting of shareholders。The specific implementation shall be carried out in accordance with the Implementation Rules of the Cumulative Voting System formulated by the Company。

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

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

Article 84  When the shareholder meeting considers the proposal, no会Otherwise, the change shall be deemed to be a new proposal and cannot be voted on at this General meeting。

Article 85  The same voting rights can only be selected on-site, online or其他One of the voting methods。In case of repeated voting of the same voting right, the result of the first vote shall prevail。

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

Article 87  Before the shareholders' meeting votes on the proposal, two shareholders' representatives shall be elected to participate in the counting of votes and the supervision of votes。Matters of consideration have to do with shareholders关联Relevant shareholders and agents shall not participate in counting or supervising votes。

When the shareholders' meeting votes on the proposal, the lawyers, the representatives of the shareholders and the representatives of the supervisors shall be jointly responsible for counting the votes and supervising the votes, and publicize the voting results and the voting results of the resolution on the spot载入Minutes of meeting。

Via the Internet or其他Shareholders of the company or their agents who vote by means of the voting system shall have the right to check their voting results through the corresponding voting system。

Article 88  The closing time of the general meeting shall not be earlier than the network or其他The presiding Officer of the meeting shall announce the voting status and results of each proposal and, based on the voting results, declare whether the proposal is adopted or not。

Before the official announcement of the voting results, the general meeting will be held on-site, online and其他The relevant parties involved in the voting method, such as the company, vote counters, vote supervisors, major shareholders, and network service parties, shall have the obligation to keep the voting confidential。

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

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

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

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

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

Article 93  If the general meeting of shareholders passes a proposal on the election of directors and supervisors, the new directors and supervisors shall take office immediately after the end of the meeting。

Article 94  If the general meeting of shareholders passes the proposal of cash distribution, stock transfer or capital reserve conversion to capital increase, the company will wait until the end of the general meeting两The specific plan will be implemented within a month。  

Chapter Five  Board of directors

First period   董　事

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

(1) having no or limited capacity for civil conduct;
　　(2) Being sentenced to criminal punishment for embezzlement, bribery, embezzlement or misappropriation of property, or disrupting the order of the socialist market economy, and the term of execution has not expired五Or if he is deprived of political rights because of a crime, the term of execution has not expired五年；
　　(3) If the director, factory director or manager of a company or enterprise in bankruptcy liquidation is personally responsible for the bankruptcy of the company or enterprise, the date of completion of the bankruptcy liquidation of the company or enterprise has not expired三年；
　　(4) Acting as the legal representative of a company or enterprise whose business license has been revoked or ordered to close due to violations of the law, and having personal responsibility, it has not expired since the date on which the business license of the company or enterprise has been revoked三年；
　　(5) debts owed by individuals in a relatively large amount are not repaid when they mature;

(6) Being banned from the securities market by the China Securities Regulatory Commission措施The time limit has not expired;

(7) as provided by laws, administrative regulations or departmental rules其他内容。

Where a director is elected or appointed in violation of the provisions of this Article, the election, appointment or appointment shall be invalid。If a director occurs under this Article during his term of office, the Company shall relieve him of his post。

Article 96  The directors shall be elected or replaced by the general meeting,He may be removed from office by the general meeting of shareholders before his term of office expires。董事任期三年，At the end of his term, he may be re-elected。

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

The director may be the manager or other他Senior managers concurrently, but concurrently as managers or other他The total number of directors holding senior managerial positions and directors held by employee representatives shall not exceed the total number of directors of the companyOne half。

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

(1) shall not take advantage of their power to accept bribes or其他Illegal income may not encroach on the property of the company;

(2) Shall not misappropriate company funds;

(3) Shall not use the assets or funds of the company in its personal name or其他Open an account in the name of an individual for storage;

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

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

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

(7) Shall not accept commission for transactions with the companyTake possession of it；

(8) Shall not disclose company secrets without authorization;

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

(10) as provided by laws, administrative regulations, departmental rules and the Articles of Association其他Duty of loyalty。

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

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

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

(b) All shareholders shall be treated fairly;

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

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

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

(6) Laws, administrative regulations, departmental rules and the articles of association其他Duty of diligence。

Article 99　The director failed to attend in person twice in a row, nor did he entrust其他If a director attends a meeting of the board of directors, he shall be deemed unable to perform his duties, and the board of directors shall propose to the general meeting of shareholders to replace him。

Article 100  A director may resign before the expiration of his term of office。A director who resigns shall submit a written resignation report to the Board of Directors。Board of directors将在两Relevant information will be disclosed within days。

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

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

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

The specific time limit for a director to assume the duty of loyalty after his resignation takes effect or his term of office expires is一年。

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

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

Article 104  Independent directors shall comply with the relevant provisions of laws, administrative regulations, departmental rules, the Articles of Association and the Working Rules for Independent Directors formulated by the Company。

   

The second section   Board of directors

Article 105  The company has a board of directors, which is responsible to the general meeting of shareholders。

Article 106  Board of directors七The name of the directors consists of三There shall be an independent director and a chairman一人，Can set upVice chairman。

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

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

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

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

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

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

(6) formulate whether the company shall increase or decrease its registered capital, issue bonds or其他Securities and listing plans;

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

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

(9) Decide on the establishment of the company's internal management organizationAnd adjustment, the establishment and cancellation of subordinate enterprises；

（十）决定Appointment or dismissal of a company总Manager, secretary of the boardAnd other senior management personnel, and decide on their remuneration and rewards and punishments；根据总The nomination of the manager,决定To appoint or dismiss company vice presidents总Managers, financial officers and other senior management personnel, and decide on their remuneration and rewards and punishments;

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

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

(13) Managing the company's information disclosure;

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

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

(16) Authorized by laws, administrative regulations, departmental rules or the Articles of Association其他职权。

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

The board of directors of the company has set up four special committees, including the Strategy Committee, the audit Committee, the nomination committee, and the compensation and evaluation Committee。The special committee is responsible to the Board of Directors and performs its duties in accordance with the Articles of Association and the authorization of the Board of Directors, and the proposal shall be submitted to the Board of Directors for consideration and decision。The members of the special committee are all composed of directors, among which the audit Committee, nomination Committee, remuneration and appraisal committee are the majority of independent directors and serve as the conveners, and the conveners of the audit committee are accounting professionals。The Board of Directors shall be responsible for formulating the working rules of the special committees and regulating the operation of the special committees。

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

Article 109  Board formulationBoard rules of procedure，To ensure that the board of directors implement the resolutions of the general meeting of shareholders, improve work efficiency, and ensure scientific decision-making。

The rules of procedure of the Board of directors shall stipulate the convening and voting procedures of the Board of directors. The rules of procedure of the Board of Directors shall be annexed to the articles of Association and shall be formulated by the Board of Directors and approved by the general meeting of shareholders。

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

(1) External guarantees  

The so-called "major guarantee project" means that a single guarantee amount accounts for the most recent company经Audited for net asset value10%The above projects。The Company's external guarantee shall comply with the following provisions:

1、Shall not be a controlling shareholder and the Company50%The following other related parties, any unincorporated entity or individual provide the guarantee；Shall not directly or indirectly exceed the asset-liability ratio70%To provide debt guarantee to the guaranteed object;

2、The total amount of foreign guarantees of the company shall not exceed the net assets of the consolidated financial statements of the most recent fiscal year50%；  

3、The Company's approval procedures for external guarantees are as follows:Finance Department - Finance主管副总—General MANAGEROffice meeting- Board of Directors - General meeting(According to the guarantee amount, if it needs to be approved by the general meeting of shareholders)；

4、With the exception of the Company's holding subsidiaries,Our own其他The guaranteed object shall be assessed by the bankAAA级或AAGrade credit;

5、In the companyConsolidated financial statements for the most recent fiscal yearNet asset value10%Within the quota, the Board of Directors has the right to decide on a one-time guarantee project, and the Board of Directors decides on external guaranteeAll members of the Board of Directors shall be obtained2/3Above signed agreement;Surpass the companyConsolidated financial statements for the most recent fiscal yearNet asset value10%The accumulative guarantee amount for the same object exceedsConsolidated financial statements for the most recent fiscal yearNet asset value10%It shall be submitted to the general meeting of shareholders for approval;  

6、The Company shall require the other party to provide a counterguarantee, and the provider of the counterguarantee shall have the actual ability to bear it。

(2) Foreign investment  

The so-called "major investment project" means that the capital required for the investment accounts for the most recent company经Audited for net asset value20%above对外Investment project。  

The most recent audited net asset value of the company20%Within the quota, the Board has the right to decide on a one-time basis对外Investment projects that exceed the limit shall be submitted to the general meeting of shareholders for approval。同一对外The cumulative investment amount of the project exceeds20%If the quota is limited, it shall be submitted to the general meeting of shareholders for approval。  

(3) Purchase and sale of assets  

Where the acquisition or sale of assets by the company meets one of the following standards, the board of directors shall examine and report to the general meeting of shareholders for approval;Does not meet one of the following criteria, but the proportion of relevant indicators in3%至30%之间And the absolute amount of relevant indicators in50Wanzhi300Ten thousand yuanApproved by the Board of directors;The proportion of relevant indicators is lower than3%Or the absolute amount of the relevant indicator is lower than50For 10,000 yuan, the general managerOffice meeting批准。
　　1、According to the latest audited financial report, evaluation report or capital verification report, the total assets acquired or sold account for the total assets value of the company in the latest audited period30%以上；
　　2、The absolute value of the net profit or loss related to the acquired asset (as reported in the previous year's audited financial report) as the absolute value of the company's audited net profit or loss for the previous year30%Above, and the absolute amount is300More than 10,000 yuan;Where the net profit or loss of the acquired asset cannot be calculated, this paragraph shall not apply;Where the owner's rights and interests of an enterprise are acquired, the net profit or loss of the acquired enterprise shall be calculated by the net profit or loss related to this part of the property rights;
　　3、The absolute value of the net profit or loss related to the assets to be sold or the absolute value of the profit or loss generated by the transaction accounts for the absolute value of the net profit or loss of the previous year audited by the listed company30%Above, and the absolute amount is300More than 10,000 yuan;Where the net profit or loss of the assets to be sold cannot be calculated, this paragraph shall not apply;Where the owner's rights and interests of an enterprise are sold, the net profit or loss of the enterprise being sold shall be calculated as the net profit or loss related to this part of the property rights;
　　4、The transaction amount of the acquisition or sale of assets (assuming debts, expenses, etc., shall be calculated together) accounts for the total audited net assets of the listed company in the latest period30%以上。
　　The company directly or indirectly holds more than50%（含50%）The acquisition or sale of assets by its subsidiaries shall be regarded as acts of listed companies, and the above provisions shall apply。The company's participating companies (holdings50%The above provisions shall apply to the acquisition or sale of assets, when the relevant amount index of the transaction object is multiplied by the proportion of participation。  

(4) Affiliated transactions  

The total amount of related transactions that the Company intends to enter into with its associates is300Wanzhi3000In the range of ten thousand yuan or accounting for the latest audited net asset value of the company0.5%至5%In between, the implementation of the board of directors after approval。
　　The total amount of related transactions that the Company intends to enter into with its associates is higher than3000 RMB yuan or more than the latest audited net asset value of the company5%It shall be examined by the board of directors and submitted to the general meeting of shareholders for approval before implementation。
　　Controlled or held by a corporation50%（含50%）Shares listed above权The related transactions of subsidiaries of the company shall be regarded as acts of listed companies, and the above provisions shall apply。The above provisions shall apply to the related transactions of the participating companies of the company based on the amount of the subject matter of the transaction multiplied by the share participation ratio or the agreed dividend ratio。
　　Company with direct or indirect shareholding50%（含50%）The above provisions do not apply to related transactions of the above subsidiaries。
　　(5) Major contracts    

The board of directors decides the amount exceeds the companyRecently auditedNet asset value3%But not more than20%The conclusion, modification, rescission and termination of major contracts (loan, entrusted operation, entrusted operation, entrusted financial management, gift, contract, lease, etc.)。Exceeds the company's net asset value20%Major contracts shall be submitted to the general meeting of shareholders for approval。  

(6) Foreign donations  

The board has decided that a single value amount exceeds50Ten thousand yuan or the accumulated value of the year in200More than 10,000 yuan,500Foreign donations of less than 10,000 yuan。The cumulative value of foreign donations during the year exceeded500The amount of RMB yuan shall be submitted to the general meeting of shareholders for deliberation after the approval of the Board of Directors。  

After the special authorization of the general meeting of shareholders, the Board of directors may make special decisions in excess of the above-mentioned proportion and amount。

Article 111  The board of directors shall have a chairman一人，Can set upVice chairman。The chairman and vice chairman shall be elected by the board of directors by more than half of all the directors。

Article 112  The chairman shall exercise the following functions and powers：

(1) To preside over and convene shareholder meetings、Presiding over board meetings;  

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

(3) to sign the company's stocks, bonds and other marketable securities;  

(4) Signing important documents of the Board of directors and应Other documents signed by the legal representative of the company;  

(5) Exercising the functions and powers of the legal representative;  

(6) In the event of an emergency of force majeure such as a major natural disaster,Conduct corporate affairs in accordance with the law and the interests of the company的Special disposal authority,And report afterwards to the board of Directors and the general meeting of shareholders of the company;  

(7) When the board of Directors is not in session, in accordance with laws, regulations,本The articles of association, resolutions of the general meeting of shareholders and resolutions of the Board of directors, acting for the board of directors;  

（八Other powers conferred by the Board of Directors。

Article 113The vice chairman assists the chairman in his work，If the chairman is unable or fails to perform his duties, the vice chairman shall perform his duties；If the vice chairman is unable to perform his duties or fails to perform his duties, a director jointly nominated by more than half of the directors shall perform his duties。  

Article 114  The board of Directors shall hold at least two meetings a year, which shall be convened by the chairman of the board十Notify all directors and supervisors in writing before the date。

Article 115  代表tenthsShareholders with more than one voting right,One thirdThe above directors or the supervisory board may propose a temporary meeting of the board of directors。The chairman shall, upon receipt of the proposal十Convene and preside over board meetings within days。

Article 116  The notice of the convening of an interim meeting of the Board of directors shall be in writing、口头, electronic messages, etc;The notification time limit is: in advance一天。

Article 117  Notice of Board meeting includes the following:

(1) The date and place of the meeting;  

(2) the duration of the meeting;  

(3) Causes and topics;  

(4) The date of the notification。  

Article 118  A meeting of the board of directors shall be held only with the presence of more than half of the directors。A resolution made by the board of directors must be passed by more than half of all the directors。

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

Article 119The director is related to the enterprise involved in the matters resolved at the board meeting，The right to vote on the resolution shall not be exercised, nor shall it be proxies其他Directors exercise voting rights。The meeting of the board of directors may be held with the attendance of more than half of the unrelated directors, and the resolutions made at the meeting of the Board of directors shall be passed by more than half of the unrelated directors。The number of unrelated directors present at the board meeting is insufficient三The matter shall be submitted to the general meeting of shareholders for consideration。  

Article 120  Resolutions of the board of directors shall be voted by secret ballot。

Under the premise of ensuring that the directors fully express their opinions, the interim meeting of the board of directors may be conducted by means of communication and make resolutions, which shall be signed by the directors attending the meeting。

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

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

The directors shall be responsible for the resolutions of the Board of directors。Resolutions of the board of directors violate laws, administrative regulations or本Where the articles of association or resolutions of the general meeting of shareholders cause serious losses to the company, the directors participating in the resolutions shall be liable for compensation to the company。However, if it is proved that the objection was expressed at the time of voting and recorded in the minutes of the meeting, the director may be exempted from liability。

The minutes of board meetings shall be kept as company archives for a period not less than that十年。

Article 123  The minutes of Board meetings include the following:

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

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

(3) Agenda of the meeting;

(4) points of directors' speeches;

(5) The manner and result of voting on each resolution (the result of voting shall be stated同意, votes against or abstentions)。  

Act 6   Manager and其他Senior management

Article 124  Corporate establishment总经理一名，Several deputy general managers，Appointment or dismissal by the Board of Directors。

General Manager, Deputy general manager, financial officer,Assistant general manager,Secretary to the board书And such other senior management as the Board determinesHe is a senior executive of the company。

Article 125  Article 95 of the Articles of Association on the circumstances of not being a director，It is also suitable for senior management。

Article 97 on Directors' Duty of loyalty and Article 98第（四）Subparagraph (5), subparagraph（六）项The duty of care provisions also apply to senior managers。

Article 126  Serving as an ex-director of the controlling shareholder of the company、监事以外其他行政No person in this position shall serve as a senior manager of the company。

The company's senior executives are paid only in the company and are not paid on behalf of the controlling shareholders。

Article 127Each term of the manager三The manager can be reappointed。  

Article 128The manager is responsible to the Board of Directors and exercises the following powers and functions:  

(1) to preside over the production and operation management of the company, organize the implementation of the resolutions of the Board of directors, and report the work to the board of directors;

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

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

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

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

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

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

（八）Such other powers as may be conferred by this Charter or the Board of Directors。

The board of directors authorizes the managementFunctions include but are not limited to:In no more than the company最近Audited net assets值的3%Within the quota, decide on one-time investment projects,Buying and selling assets,And the conclusion, modification, rescission and termination of contracts for lending, entrusted financial management, contracting, leasing, transfer or withdrawal of foreign investment；决定The amount in...300The latest audited net asset value of the company is less than RMB 10,000 yuan0.5%The following related transactions；Decision year累计价值Amount less than200Foreign donations of RMB 10,000等。The same project is approved and implemented in stages, and the cumulative amount exceeds上述If the quota is limited, it shall be submitted to the board of directors for approval。  

经理Attend board meetings。

Article 129  The manager shall formulate the working rules for the manager and submit them to the Board of Directors for approval before implementation。

Article 130  The manager's working rules include the following:

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

(2) The manager and其他The specific responsibilities of senior managers and their division of Labour;

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

(4) as deemed necessary by the Board of directors其他事项。

Article 131  The manager may resign before his term of office expires。经理辞职自The resignation report shall be effective when it reaches the Board of directors。The specific procedures and measures for the resignation of the manager shall be stipulated in the service contract between the manager and the company。

Article 132  副总Manager by总Nominated by the manager, appointed or dismissed by the Board of directors, a director may be appointed as deputy总经理。副总Manager assistance总经理履行Responsibilities and tasks assigned by the Articles of Association and the Board of Directors, and specifically responsible for the division of labor and business management within the scope of their responsibilities。  

Article 133The company shall have a secretary of the board of directors,Responsible for the preparation of the company's general meeting of shareholders and board of directors meetings, document storage and the company's shareholders资料Manage, handle information disclosure affairs and other matters。  

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

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

Article 135　The senior managers of the company shall faithfully perform their duties and safeguard the best interests of the Company and all shareholders。Where the senior management of a company fails to faithfully perform his duties or breaches his duty of good faith, thereby causing damage to the interests of the company and the shareholders of public shares, he shall be liable for compensation according to law。

Act 7  Board of supervisors

First period  监事

One hundred and thirty六条  Article 95 of the Articles of Association on the circumstances of not being a director，It also applies to supervisors。Directors, managers and其他No senior manager shall serve concurrently as a supervisor。

One hundred and thirty七条  Supervisors shall abide by laws, administrative regulations and the Articles of Association, have obligations of loyalty and diligence to the Company, and shall not take advantage of their powers to accept bribes or bribes其他Illegal income may not encroach on the property of the company。

One hundred and thirty八条  The term of office of the supervisor shall be三年。When the term of office of a supervisor expires, he may be re-elected。

One hundred and thirty九条  If a supervisor fails to be re-elected in a timely manner upon the expiration of his term of office, or if a supervisor resigns during his term of office resulting in fewer than the quorum of the members of the board of supervisors, the original supervisor shall continue to perform his duties as a supervisor in accordance with the provisions of laws, administrative regulations and the Articles of Association before the newly elected supervisor takes office。

Except for the circumstances listed in the preceding paragraph, the resignation of the supervisor shall take effect when the resignation report is delivered to the Board of Supervisors。

hundredth四十条  The supervisor shall ensure that the information disclosed by the company is true, accurate and completeAnd sign a written confirmation of the periodic report。

One hundred and forty一条  Supervisors may attend meetings of the board of directors without voting rights and raise questions or suggestions on matters resolved by the Board of directors。

One hundred and forty二条  Supervisors shall not use their associated relations to harm the interests of the company, and shall be liable for compensation if losses are caused to the company。

One hundred and forty三条  Supervisors who violate laws, administrative regulations, departmental rules or the provisions of the Articles of Association while performing duties of the Company and cause losses to the company shall be liable for compensation。

   

The second section  Board of supervisors

One hundred and forty四条  The company shall have a board of supervisors。Board of supervisors三The board of supervisors shall be composed of a chairman一人。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 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 nominated by more than half of the supervisors shall convene and preside over the meeting of the board of supervisors。

The board of supervisors shall include shareholders' representatives and an appropriate proportion of employees' representatives, of which the proportion of employees' representatives shall not be less thanOne third。The staff and workers' representatives on the board of supervisors shall be passed by the staff and workers' congress, the staff and workers' conference or其他Form democratic election。

One hundred and forty五条  The board of supervisors shall exercise the following functions and powers:

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

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

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

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

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

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

(7) In accordance with 150 of the Company Law一To bring a lawsuit against a director or senior management;

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

One hundred and forty六条  Supervisory board per六At least one meeting every month。The supervisor may propose a temporary meeting of the board of supervisors。A resolution of the board of supervisors shall be passed by more than half of the supervisors。
　　One hundred and forty七条  Board of supervisorsThe rules of procedure of the Board of supervisors shall be formulated to clarify the methods of discussion and voting procedures of the Board of Supervisors, so as to ensure the working efficiency and scientific decision-making of the board of Supervisors。

监事会Rules of procedureAs an annex to this Charter,By the supervisory board拟Yes, approved by the general meeting。

One hundred and forty八条  The board of supervisors shall make minutes of the decisions on the items discussed, and the supervisors present at the meeting shall sign their names on the minutes。  

The supervisor shall have the right to require some kind of explanatory record on the record of his speech at the meeting。The minutes of the meetings of the supervisory board shall be kept at least as company records十年。

One hundred and forty九条  The notice of the Supervisory Board meeting includes the following:  

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

(2) Causes and topics;

(3) The date of the notification。

Act 8  Party building work  

hundredth五十条  The company established the CPC Shaanxi Broadcasting Network Media (Group) Co., LTD. Committee (hereinafter referred to as the Company Party Committee) and the CPC Shaanxi Broadcasting Network Media (Group) Co., LTD. Discipline Inspection Committee (hereinafter referred to as the Company Discipline Commission).。

One hundred and fifty一条  The Party committee of the company plays a leading role, carries out work around the production and operation of the company, directs, manages the overall situation, ensures implementation, and discusses and decides major matters of the company in accordance with regulations。The Party committee of the company shall discuss and study the major matters to be decided by the board of directors and the shareholders' meeting, and put forward opinions and suggestions。The study and discussion of the Party committee is the pre-procedure for the board of directors and managers to make decisions on major issues. The major operation and management matters of the company must be studied and discussed by the Party Committee before the board of Directors or managers make decisions。Clearly adhere to and improve the "two-way entry, cross-serving" leadership system and related requirements。The company's discipline inspection committee works under the dual leadership of the company's Party committee and the superior discipline inspection committee。

One hundred and fifty二条  The Party committee and discipline inspection committee of the company shall be established and elected in accordance with the number of positions approved by the higher party organization。

One hundred and fifty三条  The company's branches at all levels set up grass-roots party organizations at all levels to achieve full coverage of party organizations and party members。The Party committee of the subsidiary of the company shall set up the discipline inspection committee or the discipline inspection committee, and the Party branch (general branch) Committee shall set up the discipline inspection committee。

One hundred and fifty四条  The company shall set up a special working department of the Party Committee and the Discipline Inspection Commission, and the branches of the Party Committee shall be equipped with special (and part-time) party affairs staff as required。The establishment and staffing of Party organizations at all levels are incorporated into the company's management organs and staffing, and the Party organization work funds are incorporated into the company's budget and deducted from the company's management fees。

One hundred and fifty五条The Party committee of the Company shall ensure and supervise the implementation of the principles and policies of the Party and the State in the Company;Support shareholders' meetings, boards of directors, boards of supervisors and managers in exercising their functions and powers according to law;Rely wholeheartedly on the workers and the masses，To support the work of the workers' congress;Participate in the decision-making of major issues of the enterprise;Strengthen the self-construction of Party organizations，To direct ideological and political work, the construction of spiritual civilization, and the organization of mass organizations such as trade unions and the Communist Youth League。  

One hundred and fifty六条  The main tasks of the company's Commission for Discipline inspection are to maintain the Party's constitution and other intra-party regulations, check the Party's theory, line, principles and policies, the implementation of the Central Committee's decisions, and assist the company's Party committee to promote comprehensive strict governance of the Party, strengthen the construction of the Party style and organize and coordinate anti-corruption work。Discipline inspection and supervision institutions at all levels of the company effectively play the role of "supervising and ensuring the implementation and promoting the perfect development", perform the responsibility of supervision and enforcement of discipline and accountability, accurately use the "four forms" of supervision and enforcement, and resolutely punish and prevent corruption。

第九章  Financial accounting system, profit distribution and audit

First periodFinancial accounting system  

hundredth五十七条  The Company shall formulate its financial accounting system in accordance with laws, administrative regulations and the provisions of relevant state departments。

One hundred and fifty八条The company starts from the end of each fiscal year四To the China Securities Regulatory Commission and the Shanghai Stock Exchange within a monthConcurrent disclosureAnnual report in each fiscal yearFirst half yearFrom the date of closure两Submit to CSRC Shaanxi Regulatory Bureau and Shanghai Stock Exchange within a monthConcurrent disclosureSemi-annual report before each fiscal year三A month and a year ago九End of month后的一Submit to CSRC Shaanxi Regulatory Bureau and Shanghai Stock Exchange within a monthConcurrent disclosureQuarterly report。  

上述Annual report,semiannual报告Quarterly reportIn accordance with relevant laws and administrative regulationsChina Securities Regulatory Commission及Shanghai Stock ExchangeThe provisions are prepared。

One hundred and fifty九条  The Company shall keep no accounting books other than the legal accounting books。The assets of the company shall not be stored in an account in the name of any individual。

hundredth六十条  When the company distributes the after-tax profits of the current year, it shall withdraw the profitsTen percentListed in the company's statutory provident fund。The accumulative amount of the company's statutory provident fund is the company's registered capitalfifty percentThe above can no longer be extracted。
　　Where the company's statutory reserve fund is not sufficient to make up the losses of previous years, the company shall first make up the losses with the profits of the current year before drawing the statutory reserve fund in accordance with the provisions of the preceding paragraph。
　　After the company has withdrawn the statutory reserve fund from the after-tax profits, it may also withdraw any reserve fund from the after-tax profits upon resolution of the general meeting of shareholders。
　　The after-tax profits remaining after the company has made up the losses and withdrawn the provident fund shall be distributed according to the proportion of shares held by the shareholders, except for those not distributed according to the proportion of shares as provided for in the Articles of Association。
　　If the shareholders' meeting, in violation of the provisions of the preceding paragraph, distributes profits to the shareholders before the company makes up the losses and draws the statutory reserve fund, the shareholders must return the profits distributed in violation of the provisions to the company。
　　The shares of the company held by the Company shall not participate in the distribution of profits。

hundredth六十一条The company's reserve fund is used to make up the company's losses, expand the company's production and operation, or be converted to increase the company's capital。However, the capital reserve will not be used to cover the company's losses。
　　When the statutory reserve fund is converted into capital, the remaining reserve fund shall be no less than the registered capital of the company before the conversionTwenty-five percent。  

hundredth六十二条After the shareholders' meeting of the company makes a resolution on the profit distribution plan, the board of directors of the company shall hold the meeting after the shareholders' meeting两Complete the distribution of dividends (or shares) within a month。  

hundredth六十三条  The company's profit distribution policy is:

(1) The company's profit distribution shall attach importance to reasonable returns to investors, take into account the long-term development of the company, and the profit distribution policy shall maintain continuity and stability。

(2) The company may distribute dividends in the form of cash, stock or a combination of cash and stock。

（三）In principle, the company shall distribute its profits on an annual basis.The Board of Directors may propose interim cash dividends according to the company's operating conditions and financial status。

(4) The conditions and proportions of cash dividends:

1Under the premise that the company is profitable and the cash flow can meet the normal operation and sustainable development, it shall give priority to cash for profit distribution。

2、The company shall have at least one cash dividend distribution for each consecutive three years, and the cumulative cash distribution for each consecutive three years shall not be less than 30 percent of the average annual distributable profit realized in the three years。

3Profits from non-recurring gains and losses and capital reserves from changes in fair value are not used for cash dividends。

4When the company meets one of the following conditions, cash dividends may not be paid:

（1The audited asset-liability ratio at the end of the year exceeded