Articles of Association (Revised Draft in October 2025) Chapter I General Provisions Article 1 In order to safeguard the legitimate rights and interests of the company, shareholders and creditors, and regulate the organization and behavior of the company, The Articles of Association are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the Company Law), the Securities Law of the People's Republic of China (hereinafter referred to as the Securities Law) and other relevant regulations. Article 2 Xizang Tianlu Co., Ltd. is a joint stock limited company (hereinafter referred to as "the Company" or "the Company") established in accordance with the Company Law and other relevant regulations. The Company was established by means of promotion with the approval of the People's Government of the Xizang Autonomous (ZZH [1999] No.80) and the Economic and Trade Restructuring Commission of the Xizang Autonomous (ZJWQF [1999] No.72); It has registered with the Administration for Industry and Commerce of the Xizang Autonomous and obtained the business license. The unified social credit code of the company is 91540000710905111 C. Article 3 On December 19, 2000, upon the approval of Zheng Jian Fa Xing Zi [2000] No.179 of the China Securities Regulatory Commission, the Company issued 40 million RMB ordinary shares to the public for the first time, all of which were domestic shares (i.e. RMB ordinary shares) issued to domestic investors for subscription in RMB. It was listed on Shanghai Stock Exchange on January 16, 2001. Upon the approval of the China Securities Regulatory Commission (Zheng Jian Fa Xing Zi [2007] No.200), the Company issued 48 million RMB ordinary shares to domestic specific institutional investors in a non-public way on September 4, 2007. As approved by the China Securities Regulatory Commission (Zheng Jian Xu Ke [2015] No.2083), the Company issued 118,480,392 RMB-denominated ordinary shares to domestic specific institutional investors in a non-public way on 23 October 2015. Article 4 registered name of the company: Chinese full name: Xizang Tianlu Co., Ltd. English full name: XIZANGTIANLUCO., LTD. Article 8 The chairman of the board of directors is the legal representative of the Company. The resignation of the chairman shall be deemed as the resignation of the legal representative at the same time. If the legal representative resigns, the Company will determine a new legal representative within 30 days from the date of resignation of the legal representative. The legal consequences of the legal representative's civil activities in the name of the company shall be borne by the company. The restrictions imposed by the Articles of Association or the shareholders' meeting on the functions and powers of the legal representative shall not be against the bona fide counterpart. If the legal representative causes damage to others due to the performance of his duties, the company shall bear civil liability. After assuming civil liabilities, the Company may claim compensation from the legal representative who is at fault in accordance with the law or the Articles of Association. Article 9 All assets of the Company are divided into shares of equal value. Shareholders are liable to the Company to the extent of the shares they hold, and the Company is liable for its debts to the extent of all its assets. Article 10 In accordance with the Constitution of the Communist Party of China, the Company Law and the relevant provisions of the Central Committee of the Communist Party of China, the Company shall establish Party organizations, carry out Party activities and give full play to the core leadership and political role of the Party organizations. Adhere to the leadership of the Party and strengthen the Party's construction in the reform and development of the company. With a high sense of political responsibility and historical mission, the Party organization of the company earnestly fulfills the responsibilities of political leadership, ideological leadership and organizational leadership, earnestly fulfills the main responsibility of Party building, adheres to the synchronous planning of Party building and the synchronous development of Party work in the reform and development of the company, and realizes the docking of system, mechanism, system and work. To ensure that the leadership of the Party and the construction of the Party are fully embodied and effectively strengthened in the reform and development of the company. In accordance with relevant laws and regulations such as the Trade Union Law of the People's Republic of China and the Constitution of the Communist Youth League of China, the company has established trade unions, Communist Youth League organizations and other mass organizations, and carried out relevant activities. Article 11 The articles of association of a company shall become a legally binding document regulating the organization and behavior of the company, the rights and obligations between the company and the shareholders, and the rights and obligations between the shareholders from the date of entry into force. Documents that are legally binding on the company, shareholders, directors and senior managers. In accordance with the Articles of Association, shareholders may sue shareholders, shareholders may sue directors, general managers and other senior management personnel of the Company, shareholders may sue the Company, and the Company may sue shareholders, directors, general managers and other senior management personnel. Article 12 The term "other senior management personnel" as mentioned in the Articles of Association refers to the general manager, deputy general manager, chief engineer, secretary of the board of directors and chief financial officer (chief accountant) of the Company. Chapter II Business Purpose and Scope Article 13 The business purpose of the Company is to adjust the industrial structure and expand the enterprise scale by taking the market demand as the guide, taking the road of intensive operation, raising necessary development funds through the capital market, and relying on modern science and technology. On the basis of continuing to expand and strengthen the main business of highway engineering, we should moderately carry out diversification strategy and capital management strategy, gradually develop and transform into large-scale comprehensive enterprises, further enhance the overall strength and competitiveness of enterprises, develop enterprises, serve the society and benefit the Xizang. Article 14 Approved by the company registration authority, the business scope of the Company is: Permitted projects: construction of construction projects; production of the second category of medical equipment; international road cargo transport; import and export of toxic chemicals; road management and maintenance; subgrade and pavement maintenance operations; professional construction operations; interior decoration of residential buildings; construction labor subcontracting; Installation, maintenance and testing of power transmission, power supply and power receiving facilities; power generation business, power transmission business and power supply (distribution) business (projects subject to approval according to law can only be carried out after approval by the relevant departments, and the specific business items shall be subject to the licenses of the relevant departments); general items: sales of building materials; sales of construction machinery; repair and maintenance of motor vehicles; Manufacturing of engineering plastics and synthetic resins; sales of engineering plastics and synthetic resins; sales of Class II medical equipment; sales of mechanical and electrical equipment; manufacturing of mechanical and electrical equipment; sales of electrical equipment; repair of electrical equipment; sales of mechanical equipment; foreign contracted projects; import and export of goods; maintenance of transportation facilities; undertaking of engineering construction business of the head office; construction of earthwork; energy management contract; Energy storage technology services; sales of charging piles; leasing of storage batteries; operation of electric vehicle charging infrastructure; leasing of charging control equipment; sales of solar thermal utilization equipment; sales of solar thermal utilization products (except for projects subject to approval according to law, independently carry out business activities not prohibited or restricted by laws and regulations). The Company may adjust its business scope in accordance with the law according to market changes and business development needs. Chapter 3 Shares Section 1 Issuance of Shares Article 15 The shares of a company shall be in the form of share certificates. Article 16 Shares of the Company shall be issued in an open, fair and impartial manner, and each share of the same class shall have the same rights. Shares of the same class issued at the same time shall be issued on the same terms and at the same price per share; shares subscribed for by any entity or individual shall be paid at the same price per share. Article 17 The par value of the shares issued by the Company shall be indicated in Renminbi. Article 18 The shares issued by the Company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation Limited. Article 19 The sponsor of the company is Xizang Highway Engineering Corporation (renamed "Xizang Tianlu Real Estate Group Co., Ltd."). Xizang Autonomous Communications Industry Corporation, Xizang Lhasa Automobile Transportation Corporation (the two units have been merged into "Xizang Tianhai Group Co., Ltd."), Xizang Autonomous Automobile Industry Trading Corporation, Xizang Autonomous Communications Department Golmud Transportation Corporation. Article 20 The total number of shares of the Company is 1,362,464,423, all of which are ordinary shares. Article 21 The Company or the subsidiaries of the Company (including the affiliated enterprises of the Company) shall not provide any financial assistance to the person who purchases or intends to purchase the shares of the Company in the form of donation, advance capital, guarantee, compensation or loan, except for the implementation of the employee stock ownership plan by the Company. For the benefit of the Company, the Company may, by a resolution of the shareholders' meeting or by a resolution of the board of directors in accordance with the Articles of Association or the authorization of the shareholders' meeting, provide financial assistance to others for the acquisition of shares of the Company or its parent company, but the cumulative total amount of financial assistance shall not exceed 10% of the total issued share capital. A resolution of the board of directors shall be adopted by more than two-thirds of all directors. Section 2 Increase, Decrease and Repurchase of Shares Article 22 Based on the needs of its operation and development and in accordance with the provisions of the relevant laws and regulations, the Company may, through a resolution adopted by its shareholders' meeting, increase its capital in the following ways: (1) public issuance of shares; (2) issuance of shares to specific targets; (3) distribution of bonus shares to existing shareholders; (4) conversion of capital reserve into share capital; (5) The change of share capital caused by the conversion of convertible corporate bonds issued by the company shall be subject to the approval of the board of directors and other authorized personnel authorized by the shareholders'meeting and the industrial and commercial registration department at the time of issuance; (6) Other methods stipulated by laws and administrative regulations and approved by the CSRC. Article 23 The Company may reduce its registered capital. The reduction of the registered capital of the Company shall be handled in accordance with the Company Law and other relevant provisions and the procedures stipulated in the Articles of Association. Article 24 The Company may purchase its own shares in accordance with laws, administrative regulations, departmental rules and the Articles of Association under the following circumstances: (1) reducing the registered capital of the Company; (2) merging with other companies holding the shares of the Company; (3) using the shares for employee stock ownership plans or equity incentives; (4) The shareholder requests the company to purchase his shares due to his objection to the resolution on merger or division of the company made by the shareholders' meeting; (5) The shares are used to convert the corporate bonds issued by the company that can be converted into stocks; (6) The company is necessary for safeguarding the value of the company and the rights and interests of the shareholders. Article 25 a company may purchase its own shares by means of open centralized trading or by other means recognized by laws, administrative regulations and the CSRC. The acquisition of shares of the Company, the use of shares for employee stock ownership plans or equity incentives, the use of shares for the conversion of corporate bonds issued by the Company that can be converted into shares, and the acquisition of shares necessary to safeguard the value of the Company and the rights and interests of shareholders shall be carried out through open centralized trading. Article 26 a company's purchase of its own shares due to a reduction of its registered capital or a merger with another company that holds its own shares shall be subject to a resolution of the shareholders' meeting; Where the Company acquires the shares of the Company, uses the shares for the employee stock ownership plan or equity incentive, uses the shares to convert the corporate bonds issued by the Company that can be converted into shares, and the acquisition of shares is necessary to safeguard the value of the Company and the rights and interests of shareholders, the resolution shall be made by the board meeting attended by more than two-thirds of the directors. After the company purchases its own shares in accordance with the provisions of Article 24, if it is a reduction of the company's registered capital, it shall be cancelled within 10 days from the date of purchase; it is a merger with other companies holding the company's shares; If a shareholder requests the company to purchase his shares due to objection to the company's merger or division resolution made by the shareholders'meeting, he shall transfer or cancel his shares within six months. The total number of shares of the Company held by the Company shall not exceed 10% of the total number of shares issued by the Company, and shall be transferred or cancelled within three years, provided that the shares are used for employee stock ownership plans or equity incentives, the shares are used for the conversion of corporate bonds issued by the Company that can be converted into shares, and the Company is necessary to safeguard the value of the Company and the rights and interests of shareholders. Section 3 Transfer of Shares Article 27 Shares of a company may be transferred in accordance with the law. Article 28 The Company shall not accept the shares of the Company as the subject matter of the pledge. Article 29 The directors and senior managers of the Company shall report to the Company the shares of the Company held by them and the changes thereof, and the number of shares transferred each year during the term of office determined at the time of taking office shall not exceed 25% of the total number of shares of the Company held by them. The aforesaid personnel shall not transfer the shares of the Company held by them within half a year after their resignation. Article 30 If the directors, senior managers and shareholders holding more than 5% of the company's shares sell the company's shares or other securities with equity nature held by them within six months after they buy them, or buy them again within six months after they sell them, the gains therefrom shall belong to the company, and the board of directors of the company shall recover the gains. However, if the securities company holds more than 5% of the shares as a result of underwriting the remaining shares after the sale, the sale of the shares shall not be subject to the six-month restriction.Stocks or other securities with equity nature held by directors, senior managers and natural person shareholders, including stocks or other securities with equity nature held by their spouses, parents and children and by using other people's accounts. If the board of directors of the company fails to implement the provisions of the first paragraph of this article, the shareholders shall have the right to require the board of directors to implement them within 30 days. If the board of directors of the company fails to execute within the above-mentioned time limit, the shareholders shall have the right to bring a lawsuit directly to the people's court in their own names for the benefit of the company. Where the board of directors of a company fails to implement the provisions of the first paragraph, the responsible directors shall bear joint and several liabilities according to law. Chapter 4 Shareholders and the Board of Shareholders Section 1 General Provisions on Shareholders Article 31 The shareholders of a company shall be the natural persons, legal persons who hold the shares of the company in accordance with the law and other organizations that may hold the shares of listed companies in accordance with the relevant laws and regulations of the State. The Company shall establish the register of shareholders in accordance with the certificate provided by the securities registration authority. The register of shareholders is the sufficient evidence to prove that the shareholders hold the shares of the Company. Shareholders shall enjoy rights and assume obligations according to the class of shares they hold; shareholders holding the same class of shares shall enjoy the same rights and assume the same obligations. Article 32 When the Company convenes the shareholders' meeting, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the shareholders' meeting shall determine the equity registration date, and the shareholders registered after the closing of the equity registration date shall be the shareholders who enjoy the relevant rights and interests.
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