Chapter 1 General Provisions Article 1 In order to regulate the major asset restructuring activities of unlisted public companies (hereinafter referred to as public companies), protect the legitimate rights and interests of public companies and investors, promote the continuous improvement of the quality of public companies, and safeguard securities Market order and social public interests, in accordance with the "Company Law", "Securities Law", "Decision of the State Council on Issues Concerning the National Equities Exchange and Quotations", "Opinions of the State Council on Further Optimizing the Market Environment for Enterprise Mergers and Reorganizations" and Other relevant laws and administrative regulations shall formulate these Measures. Article 2 These Measures apply to major asset reorganizations of public companies whose stocks are publicly transferred on the National Equities Exchange and Quotations (hereinafter referred to as the National Equities Exchange and Quotations).

Major asset reorganization as referred to in these Measures refers to the purchase and sale of assets or other asset transactions by public companies and their controlled or controlled companies outside of daily operating activities, resulting in the public company's business, Asset trading behavior where assets undergo significant changes.

If a public company and its holding or controlled companies purchase or sell assets that meet one of the following standards, it constitutes a major asset reorganization:

(1) The total assets purchased or sold account for The proportion of the total assets at the end of the audited consolidated financial statements of the public company in the most recent fiscal year reaches more than 50%; (2) The net assets purchased and sold account for more than 50% of the total assets in the audited consolidated financial statements of the public company in the most recent fiscal year. The proportion of the net assets at the end of the consolidated financial accounting statement reaches more than 50%, and the total assets purchased and sold account for more than 30% of the total assets at the end of the audited consolidated financial accounting statement of the public company in the most recent fiscal year.

If a public company's issuance of shares to purchase assets touches the indicators listed in this article, it shall be handled in accordance with the relevant requirements of these Measures. Article 3 When a public company implements a major asset reorganization, it shall meet the following requirements:

(1) The assets involved in the major asset reorganization are fairly priced and do not harm the legitimate rights and interests of the public company and shareholders;

(2) The ownership of the assets involved in the major asset reorganization is clear, there are no legal obstacles to the transfer or transfer of assets, and the relevant claims and debts are handled legally; the assets purchased should be operating assets with clear ownership;

(3) The implementation of major asset reorganization will be conducive to improving the asset quality of the public company and enhancing its ability to continue operating, and there are no circumstances that may cause the public company's main assets to be cash or no specific operating business after the reorganization;

(4) The implementation of major asset reorganization is conducive to the formation or maintenance of a sound and effective legal person governance structure for public companies. Article 4 When a public company implements a major asset reorganization, the relevant parties shall disclose or provide information promptly and fairly, and ensure that the information disclosed or provided is true, accurate, and complete, and there shall be no false records, misleading statements, or major omissions. Article 5 The directors, supervisors and senior managers of a public company shall be honest, trustworthy, diligent and responsible during major asset reorganization, maintain the safety of the assets of the public company, and protect the legitimate rights and interests of the public company and all shareholders. Article 6 When a public company implements a major asset reorganization, it shall hire independent financial advisers, law firms, accounting firms with securities and futures-related business qualifications and other securities service institutions to issue relevant opinions. A public company shall hire the sponsoring securities firm that provides supervision services to it as an independent financial advisor, unless there are circumstances that affect independence, restrict financial advisory services, etc. and make it inappropriate to serve as an independent financial advisor. Public companies can also hire other institutions to provide advisory services for their major asset restructuring.

Securities service institutions and personnel that provide services for major asset reorganizations of public companies shall abide by laws, administrative regulations and relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission), and follow the generally accepted standards in the industry. Business standards and ethics, strictly perform duties, shall not seek improper benefits, and shall be responsible for the authenticity, accuracy and completeness of the documents they produce and issue. Article 7: Any unit or individual shall have the obligation to keep confidential the information on the major asset reorganization of a public company that they know before disclosing it in accordance with the law, and shall not use the information on the major asset reorganization of a public company to engage in illegal activities such as insider trading and manipulation of the securities market. Chapter 2 Information Management of Major Asset Reorganization Article 8 When a public company conducts preliminary consultations with the counterparty on a major asset reorganization, it shall adopt effective confidentiality measures, limit the scope of knowledge of relevant sensitive information, and communicate with those who are involved in or aware of this major asset reorganization. Relevant parties to the restructured information sign confidentiality agreements. Article 9 Public companies and their controlling shareholders, actual controllers and other relevant entities shall, in principle, conduct research, planning and decision-making on major asset restructuring matters after the transfer of relevant stocks is suspended or during non-transfer times, and the decision-making process shall be simplified and decision-making efficiency shall be improved as much as possible , shorten the decision-making time limit and narrow the scope of insider information as much as possible. If it is necessary to consult relevant departments for policy consultation or plan demonstration, it should be done after the transfer of relevant stocks is suspended. Article 10 When a public company plans a major asset reorganization matter, it shall record in detail the progress of each specific link in the planning process, including the specific time and place, participating institutions and personnel, when relevant plans were discussed, relevant intentions were formed, and relevant agreements or letters of intent were signed. Contents of discussions and resolutions, etc., and a written memo of the transaction process should be prepared and properly kept. All persons involved in each specific link should immediately sign the memorandum for confirmation.

Public companies shall promptly register insiders of insider information in accordance with the provisions of the National Equities Exchange and Quotations.