Xunfei Healthcare Technology Co., Ltd. (abbrev. “Xunfei Healthcare”) has published its Articles of Association as it prepares to list on the Main Board of the Hong Kong Stock Exchange (HKEX), providing investors with a detailed view of its corporate governance, capital structure and shareholder rights ahead of its expected 30 December 2024 debut.

Key Listing and Capital Details • Listing scope: Up to 8.09 million H shares (including an over-allotment option of 1.06 million shares) have been cleared for offering to overseas investors. • Post-IPO share capital (if the over-allotment option is not exercised): 120.88 million ordinary shares, comprising 77.30 million H shares (63.95%) and 43.58 million unlisted domestic shares (35.74%). • Par value: RMB1.00 per share; registered capital totals RMB120.88 million. • Promoter base: 10 entities and individuals, led by iFlytek Co., Ltd. with 51.00% of pre-IPO shares (17.85 million).

Shareholder Rights and Protections • One share, one vote; cumulative voting applies to elections of two or more directors, including independent non-executive directors (INEDs). • Pre-emptive rights are not automatic for future issuances unless otherwise resolved by shareholders. • Share transfers by directors, senior management and pre-IPO shareholders are subject to statutory lock-ups and annual disposal limits (generally ≤25% of holdings). • The Company may repurchase up to 10% of issued shares for employee incentives, bond conversion or value protection, with execution subject to Board or shareholder approval depending on purpose.

Corporate Governance Structure • Board composition: Seven directors (executive, non-executive and INEDs) with a three-year term; at least one employee-elected director. • Key committees: – Audit Committee (three non-executive directors, incl. two INEDs) assumes supervisory functions; – Nomination and Remuneration Committees, each majority-INED led; – Additional specialised committees may be formed as required. • Management: A General Manager heads day-to-day operations; appointments of the General Manager, CFO and Board Secretary require Board approval. • Internal controls: An internal audit system reports directly to the Board via the Audit Committee; annual internal control evaluation is mandatory.

Capital Management & Major Transactions • Shareholder approval thresholds: – Guarantees exceeding 30% of latest audited total assets or benefiting related parties require a two-thirds shareholder majority. – Asset purchases, sales or investments above 30% of total assets within a year must go to shareholders for approval. • Profit allocation: At least 10% of annual after-tax profit transferred to statutory reserve until it reaches 50% of registered capital; remaining profits distributed pro rata after loss coverage and reserve appropriations.

Dissolution & Liquidation • Trigger events include term expiry, shareholder resolution, merger/division, licence revocation or court order. • A liquidation committee, comprising directors or designated personnel, must be formed within 15 days of a dissolution trigger to protect creditor and shareholder interests.

These provisions, effective upon shareholder approval and regulatory filing, establish Xunfei Healthcare’s statutory framework as it transitions to a publicly traded company on HKEX under the stock name “XUNFEIHEALTH” (stock code 02506).