Sichuan Kelun-Biotech Biopharmaceutical Co., Ltd. (SKB BIO) has published its revised Articles of Association, now effective after the company’s 11 July 2023 debut on the Hong Kong Stock Exchange Main Board.

Key Corporate & Capital Highlights • Incorporated on 22 November 2016, SKB BIO operates as a PRC joint-stock company with perpetual existence and a registered capital of RMB 239.02 million. • Total issued share capital stands at 239.02 million ordinary shares, comprising 176.82 million H shares (listed in Hong Kong) and 62.20 million unlisted domestic shares. • The company may issue up to 25.81 million additional H shares (including 3.37 million under an over-allotment option) without requiring further shareholder approval. • Shares are denominated at RMB 1.00 par value; H shares may take the form of overseas depositary receipts. • The Articles affirm a “full circulation” mechanism, permitting conversion of unlisted domestic shares into H shares without separate shareholder approval, subject to regulatory procedures.

Governance Structure • Board of Directors: 11 members, including at least three (≥ one-third) independent non-executive directors; one seat reserved for an employee representative. • Audit, Nomination and Remuneration Committees are established, each chaired by an independent non-executive director. The audit committee (minimum three directors) assumes supervisory committee duties in line with PRC Company Law. • The Chairman presides over both shareholder and board meetings; no vice-chairman post is set. • The General Manager serves as the legal representative; deputy general managers, CFO and Board Secretary constitute senior management.

Shareholder Rights & Meetings • Shareholders exercise voting on a “one share, one vote” basis; connected shareholders must abstain from voting on related-party matters. • Annual general meetings must be held within six months after each fiscal year-end; extraordinary general meetings can be requisitioned by holders of ≥ 10% of shares or by the audit committee/independent directors. • Key matters reserved for shareholder approval include capital changes, major acquisitions or disposals exceeding 30% of total assets, external guarantees above defined thresholds, and equity incentive plans.

Profit Distribution Policy • At least 10% of annual after-tax profits to be allocated to statutory reserve until it reaches 50% of registered capital. • Cash dividends are prioritized; profit distribution may also be executed through share issues or a combination of cash and shares, provided the Company maintains adequate liquidity and reserves. • Dividends to H-shareholders will be declared in RMB and paid in foreign currency via a Hong Kong-registered trustee.

Capital Management Provisions • Share buybacks are permitted under six specific scenarios, including employee incentive schemes and protection of shareholder value; aggregate holdings from such buybacks may not exceed 10% of issued shares and must be disposed of within three years. • External guarantees exceeding 50% of net assets, or single guarantees above 10% of net assets, require shareholder approval with a two-thirds majority of votes cast (connected parties excluded).

Dissolution & Liquidation • Grounds for dissolution include term expiry, shareholder resolution, merger/division, license revocation, or court order when severe operational difficulties threaten shareholder interests. • Directors form the liquidation committee and must notify creditors within 10 days of commencement; remaining assets are distributed to shareholders after settling debts, taxes, and employee obligations.

Disclosure & Reporting • Financial reporting schedule: annual results within three months, full annual report within four months, interim results within two months and interim report within three months after half-year end. • The Articles mandate strict internal audit procedures, with the audit committee overseeing financial disclosure and internal controls.

These updated Articles codify SKB BIO’s post-listing corporate governance, capital structure, and shareholder protections, aligning the company with PRC regulations and Hong Kong Listing Rules.