Xiamen Yan Palace Bird’s Nest Industry Co., Ltd. (“Yan Palace”) has released a full version of its Articles of Association, aligning the company’s internal rules with the Company Law of the PRC, the Hong Kong Listing Rules and other applicable regulations following its listing on 12 December 2023. Key points are as follows:

Capital Structure • Registered share capital is set at RMB 93.10 million, divided into 465.50 million ordinary shares with a par value of RMB 0.20 each. • All 465.50 million shares are overseas-listed H-shares after the conversion of 433.50 million domestic shares ahead of the IPO and the issuance of 32.00 million new H-shares. • Shareholders may transfer previously unlisted shares to overseas investors without an additional shareholder vote, provided regulatory procedures are satisfied.

Governance Framework • The board comprises nine directors, including at least three independent non-executive directors and one permanent Hong Kong-resident INED. • Directors serve three-year terms and may be re-elected; removal before term-end requires an ordinary resolution of the general meeting. • A three-member Board of Supervisors includes at least one-third employee representatives. • Four special board committees—Audit, Nomination, Remuneration & Appraisal, and Strategy—are mandated. • A quorum for board meetings is more than half of directors; connected directors must recuse themselves from voting on related matters.

Shareholder Rights and Meetings • Each share carries one vote; proposals require a simple majority for ordinary resolutions and two-thirds approval for special resolutions. • Shareholders owning ≥3 % of shares for 180 consecutive days may inspect accounting books; those with ≥10 % may demand an extraordinary general meeting. • Annual general meetings must be held within six months after each fiscal year-end.

Profit Distribution • After statutory appropriations, dividends are distributed in proportion to shareholdings unless otherwise resolved. • Cash and/or stock dividends are permitted, and declared dividends must be paid within two months after approval.

Capital Changes • The company may increase capital through share issues, fund capitalization or bonus issues, and may repurchase up to 10 % of issued shares to support employee incentives, bond conversion or to protect shareholder interests. • A capital reduction requires creditor notification within 10 days and public announcement within 30 days of shareholder approval.

Dissolution & Liquidation • Dissolution triggers include term expiry, shareholder resolution, merger or division, licence revocation, or court-ordered winding-up. • A liquidation committee must be formed within 15 days of a dissolution event to manage creditor notification, asset disposal and deregistration.

Audit & Information Disclosure • An external accounting firm is appointed annually by shareholders to audit financial statements. • Yan Palace commits to publishing interim results within two months after each half-year and annual results within three months after year-end.

The updated Articles of Association take immediate effect and provide the statutory framework for Yan Palace’s future operations as a Hong Kong-listed enterprise.