Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) : Amendment to the articles of Association

Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)

Amendment to the articles of Association

Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as “the company”) deliberated and adopted the proposal on Amending the articles of association at the seventh meeting of the ninth board of directors. According to the provisions of the company law (revised in 2018), the Securities Law (revised in 2019), the guidelines for the articles of association of listed companies (revised in 2022) and other relevant laws and regulations, as well as the equity changes caused by the completion of the registration and implementation of the company’s 2018 restricted stock incentive plan, At the same time, combined with the actual situation of the company’s formulation, revision and improvement of the internal control system, the company plans to revise some provisions in the articles of association. The specific amendments are as follows:

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Article 1 in order to safeguard the legitimate rights and interests of Inner Mongolia Tianshou science and Technology Development Co., Ltd. (hereinafter referred to as the “company”), the limited company of shareholders and creditors (hereinafter referred to as the “company”), shareholders and creditors, and standardize the organization and behavior of the company, According to the company law of the people’s Republic of China (hereinafter referred to as “the company law of the people’s Republic of China” (hereinafter referred to as “the company 1 Law”), the securities law of the people’s Republic of China (hereinafter referred to as “the judiciary”), the Securities Law of the people’s Republic of China (hereinafter referred to as “the securities law”) and other relevant provisions, the organization and behavior of the company shall be standardized in accordance with the legitimate rights and interests of the Chinese obligee, (hereinafter referred to as “Securities Law”), the articles of association of listed companies refer to these articles of association. These articles of association are formulated by quoting (revised in 2022) and other relevant provisions.

Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant regulations and other relevant provisions. A joint stock limited company to be established.

The company was established by directional raising with the approval of Hohhot Economic System Reform Commission and Hohhot Economic System Reform Commission 2 (1993) No. 1; (1993) approved by Document No. 1 and established by directional offering; Register with the Administration for Industry and Commerce of Inner Mongolia Autonomous Region, register with the Administration for Industry and Commerce of Inner Mongolia Autonomous Region, and obtain the business license. The unified social credit code is: obtain the business license, and the unified social credit code is: 9115 Shahe Industrial Co.Ltd(000014) 123543n. 9115 Shenzhen Properties & Resources Development (Group) Ltd(000011) 4123543N。

Article 6 the registered capital of the company is RMB 321822022. Article 6 the registered capital of the company is RMB 337822022. Yuan.

New: Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the 4 provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.

Article 19 the total number of ordinary shares issued by the company is RMB 202282 million, and the total number of ordinary shares approved by the company is RMB 202282 million. Are ordinary shares.

Article 23 under the following circumstances, the company may, in accordance with Article 24 of this law, not purchase its own shares. However, 6 laws, administrative regulations, departmental rules and the articles of association, except under any of the following circumstances:

Purchase of shares of the company: (I) reduce the registered capital of the company;

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(I) reduce the registered capital of the company; (II) merger with other companies holding shares of the company; (II) merger with other companies holding shares of the company; (III) use shares for employee stock ownership plan or equity incentive (III) reward shares to employees of the company; Excitation;

(IV) the shareholder requests the company to purchase its shares due to the shareholder’s objection to the company’s merger and division resolution made at the general meeting of shareholders (IV) the shareholder’s objection to the company’s merger and division resolution made at the general meeting of shareholders. The company is required to purchase its shares if the company raises an objection.

Except for the above circumstances, if the company does not buy or sell its shares, (V) use the shares for convertible activities issued by the company. Corporate bonds of stocks;

(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.

Article 24 the company may choose to purchase its own shares. Article 25 the company may purchase its own shares in one of the following ways: public centralized trading, or laws and regulations and China (I) Stock Exchange centralized bidding trading; Other methods approved by the CSRC.

7 (II) method of offer; The company shall adopt other methods approved by the CSRC due to items (3) and (III) of paragraph 1 of Article 24 of the articles of association.

（5） The acquisition of shares of the company under the circumstances specified in item and item (6) shall be carried out through public centralized trading.

Article 25 Where the company acquires its shares due to the reasons specified in Article 23 (I) and Article 26 of the articles of association, the acquisition under the circumstances specified in items (I) and (II) of this paragraph shall be subject to the resolution of the general meeting of shareholders. The company’s shares in accordance with Article 23 shall be subject to the resolution of the general meeting of shareholders; If the company is under the circumstance of item (I) after the acquisition of the company’s shares, items (3) and (5) of paragraph 1 of Article 24 of the articles of association shall be cancelled within 10 days from the date of acquisition; If the shares of the company are purchased under the circumstances specified in Item (II) (VI), they can be transferred under the circumstances specified in Item (II) and item (IV). They shall be transferred or cancelled within 6 months in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders. Resolutions of the board meeting attended by more than two-thirds of the directors. 8. If the company purchases the company’s shares in accordance with item (III) of Article 23 and the company purchases the company’s shares in accordance with paragraph 1 of Article 24 of the articles of association, and the company’s shares that do not exceed the total issued shares of the company belong to item (I), 5%; The funds used for acquisition shall be written off from the company’s after tax profits within 10 days from the date of acquisition; It belongs to item (II) and medium expenditure; The purchased shares shall be transferred to the employee within one year. In case of item (IV), they shall be transferred or transferred within six months. cancellation; In the case of items (3), (5) and (6), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within three years.

Article 29 directors, supervisors and senior managers of the company Article 30 shareholders holding more than 5% of the shares and shareholders holding more than 5% of the shares of the company shall sell their shareholders, directors, supervisors and senior managers and some of the shares of the company held by them within 6 months after buying them, Or the company’s shares or other equity securities are purchased within 6 months after the sale, and the proceeds therefrom shall belong to the company within 6 months after the purchase, or 9 the company within 6 months after the sale, and the board of directors of the company will recover the proceeds. The company owns the income from buying again. However, the board of directors of the securities company will recover its income due to the underwriting of the remaining after-sales shares. However, if a securities company has more than 5% of the shares, the sale of the shares is not subject to the restriction of holding more than 5% of the remaining shares after the purchase and sale within 6 months. Shares and other circumstances prescribed by the CSRC

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Where the board of directors of the company fails to implement the provisions of the preceding paragraph, except where the shareholders have the right.

The board of directors is required to implement it within 30 days. If the board of directors of the company fails to execute within the above-mentioned time limit of directors, supervisors, senior managers and natural persons mentioned in the preceding paragraph, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company, the shares held by the shareholders or other equity nature. Securities, including those held by their spouses, parents and children, and if the board of directors of the company fails to implement the provisions of paragraph 1, the directors who are responsible for the shares held in other people’s accounts or other equity liabilities shall bear joint and several liabilities according to law. Pledged securities.

If the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.

If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.

Article 40 the general meeting of shareholders is the power organ of the company. According to law, Article 41 the general meeting of shareholders is the power organ of the company and exercises the following functions and powers in accordance with 10 laws:

（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan;

Article 41 the following external guarantees of the company shall be approved by the shareholders’ meeting. Article 42 the following external guarantees of the company shall be approved by the shareholders’ meeting:

(I) external guarantee of the company and its holding subsidiaries (I) guarantee that the amount of a single guarantee exceeds the company’s latest audited net assets and reaches or exceeds 10% of the assets of the latest audited net assets;

Any guarantee provided after 50%; (II) the total amount of external guarantees of the company and its holding subsidiaries, (II) the total amount of external guarantees of the company reaches or exceeds 50% of the latest audited net assets of the company