Rules of Procedure of the Board of Directors of Jiangsu Shentong Valve Co., Ltd.

Jiangsu Shentong Valve Co., Ltd.
Rules of Procedure of the Board of Directors
(Revised at the third meeting of the sixth session of the Board of Directors)

Article 1 Purpose

In order to further standardize the way of discussion and decision-making procedures of the board of directors of Jiangsu Shentong Valve Co., Ltd., to promote the directors and the board of directors to effectively perform their duties, and to improve the standard operation and scientific decision-making level of the board of directors, these rules are formulated in accordance with the company law, the securities law, the guidelines for the governance of listed companies and other relevant provisions.
Article 2 Office of the Board of Directors
The Board of Directors shall have an Office of the Board of Directors to handle the day-to-day affairs of the Board of Directors.
The secretary of the board of directors is the head of the office of the board of directors and keeps the seal of the board of directors and the office of the board of directors.
Article 3 Regular Meetings
Board meetings are divided into regular and ad hoc meetings.
The Board meets at least twice a year.
Article IV Proposals for regular meetings
Before issuing the notice of convening a regular meeting of the board of directors, the office of the board of directors shall fully solicit the opinions of all directors, and initially draft the meeting proposal and submit it to the chairman of the board for approval.
Before approving a proposal, the chairman of the board of directors shall seek the opinions of the president and other senior management personnel as necessary.
Article 5 Interim Meetings
Under any of the following circumstances, the board of directors shall hold an interim meeting:
When proposed by shareholders representing more than one tenth of the voting rights (I);
When the (II) 1/3 or more directors jointly propose;
when (III) the proposal of the board of supervisors;
The chairman of the (IV) considers it necessary;
When the proposal of more than 1/2 independent directors is (V);
When proposed by the President of the (VI);
When required by the (VII) securities regulatory authority;
(VIII) other circumstances as stipulated in the Articles of Association of the Company.
Article 6 Proposal procedure for the interim meeting
If it is proposed to convene an interim meeting of the board of directors in accordance with the provisions of the preceding article, a written proposal signed (sealed) by the proposer shall be submitted through the office of the board of directors or directly to the chairman of the board of directors. The written proposal shall contain the following:
the name of the (I) proposer;
(II) the reasons for the proposal or the objective reasons on which the proposal is based;
The (III) proposes the time or time limit, place and manner of the meeting;
(IV) clear and specific proposals;
(V) the contact information of the proposer and the date of the proposal.
The contents of the proposal shall fall within the scope of the functions and powers of the board of directors as stipulated in the articles of association of the company, and the materials related to the proposal shall be submitted together.
The office of the board of directors shall, after receiving the above written proposal and relevant materials, transmit it to the chairman of the board of directors on the same day. If the chairman of the board considers that the content of the proposal is unclear, specific or the relevant materials are insufficient, he may request the proposer to amend or supplement it.
The chairman of the board of directors shall convene a meeting of the board of directors and preside over the meeting within ten days after receiving the proposal or the request of the securities regulatory authority.
Article 7 Convening and presiding over the meeting
Meetings of the board of directors shall be convened and presided over by the chairman of the board of directors; if the chairman is unable to perform his duties or fails to perform his duties, a director jointly elected by more than half of the directors shall convene and preside over the meeting.
Article 8 Notice of the Meeting
When holding regular and extraordinary meetings of the board of directors, the office of the board of directors shall submit a written notice of the meeting with the seal of the office of the board of directors to all directors and supervisors, the president and the secretary of the board of directors by direct service, fax, e-mail or other means ten days and five days in advance, respectively. If it is not delivered directly, it shall also be confirmed by telephone and corresponding records shall be made.
If the situation is urgent and it is necessary to hold an interim meeting of the board of directors as soon as possible, the notice of the meeting may be issued by telephone or other oral means at any time, but the convener shall make an explanation at the meeting.
If two or more independent directors consider that the information is incomplete or the argumentation is insufficient, they may jointly propose in writing to the board of directors to postpone the meeting or postpone the consideration of the matter, and the board of directors shall adopt it, and the listed company shall disclose the relevant information in a timely manner.
Article 9 Contents of Notice of Meeting
The written notice of the meeting shall at least include the following contents:
Time and place of the (I) meeting;
Duration of (II) meetings;
(III) subjects and issues;
(IV) meeting format;
The date on which the (V) gives notice.
The notice of the oral meeting shall at least include the contents of items (I) and (III) above, as well as an explanation that the interim meeting of the board of directors needs to be held as soon as possible in case of emergency.
Article 10 Change of Notice of Meeting
After the written notice of the regular meeting of the board of directors is issued, if it is necessary to change the time and place of the meeting or to add, change or cancel the meeting proposal, a written notice of change shall be issued three days before the date of the original meeting, explaining the situation and the relevant contents and materials of the new proposal. If it is less than three days, the date of the meeting shall be postponed accordingly or shall be held on schedule after obtaining the approval of all the directors present at the meeting.
After the notice of the interim meeting of the board of directors is issued, if it is necessary to change the time and place of the meeting or add, change or cancel the meeting proposal, it shall obtain the approval of all the directors present in advance and make corresponding records.
Article 11 Convening of the Conference
A meeting of the board of directors shall be held only when more than half of the directors are present. If the directors concerned refuse to attend or delay in attending the meeting, resulting in the inability to meet the minimum number of people required for the meeting, the chairman and the secretary of the board of directors shall promptly report to the securities regulatory authority.
Supervisors may attend meetings of the board of directors as non-voting delegates; if the president and the secretary of the board of directors are not concurrently directors, they shall attend meetings of the board of directors as non-voting delegates. If the presiding officer of the meeting deems it necessary, he may notify other relevant personnel to attend the meeting of the board of directors.
Article 12 Attendance in person and by proxy
Directors shall, in principle, attend board meetings in person. If he is unable to attend the meeting for some reason, he shall review the meeting materials in advance, form a clear opinion, and entrust other directors to attend on his behalf in writing.
The power of attorney shall state:
(I) the names of the trustor and trustee;
(II) the client's brief opinion on each proposal;
(III) the scope of the delegate's authority and an indication of intent to vote on the proposal;
(IV) the principal's signature, date, etc.
Where other directors are entrusted to sign written confirmation opinions on periodic reports, they shall be specifically authorized in the power of attorney.
The entrusted director shall submit a written power of attorney to the presiding officer of the meeting, stating the entrusted attendance in the attendance book of the meeting.
Article 13 Restrictions on Entrusted Attendance
Entrusting and being entrusted to attend meetings of the Board of Directors shall follow the following principles:
When the (I) considers matters relating to connected transactions, non-connected directors may not entrust connected directors to attend on their behalf; nor may connected directors accept the entrustment of non-connected directors;
(II) independent directors shall not entrust non-independent directors to attend on their behalf, nor shall non-independent directors accept the entrustment of independent directors;
(III) directors shall not entrust other directors to attend on their behalf without stating their personal opinions and voting intentions on the proposal, and the directors concerned shall not accept discretionary entrustment and entrustment with unclear authorization;
(IV) one director may not accept the entrustment of more than two directors, nor may a director entrust a director who has already accepted the entrustment of two other directors to attend on his behalf.
Article 14 Ways of Convening the Meeting
In principle, the meeting of the board of directors shall be held on site. When necessary, on the premise of ensuring that the directors fully express their opinions, with the consent of the convener (host) and the proposer, the meeting can also be held by video, telephone, fax or e-mail voting. The meeting of the board of directors may also be held on the spot and in other ways at the same time.
If the meeting is not held on the spot, the number of directors attending the meeting shall be calculated by video showing the directors present, the directors expressing their opinions in the conference call, the actual receipt of valid votes such as fax or e-mail within the prescribed time limit, or the written confirmation letter submitted by the directors after the meeting.
Article 15 Review Procedure of the Conference
The chairman of the meeting shall ask the directors present at the meeting of the board of directors to express clear opinions on the proposals.
For proposals that require prior approval by independent directors in accordance with the regulations, the presiding officer of the meeting shall designate an independent director to read out the written approval of the independent directors before discussing the proposal.
If a director obstructs the normal progress of the meeting or affects the speech of other directors, the presiding officer of the meeting shall stop it in time.
A meeting of the Board of Directors shall not vote on a proposal not included in the notice of the meeting, except with the unanimous consent of all the directors present at the meeting. If a director accepts the entrustment of other directors to attend the board meeting on his behalf, he shall not vote on behalf of other directors on the proposal not included in the notice of the meeting.
Article 16 Publication of opinions
Directors shall carefully read the relevant meeting materials and express their opinions independently and prudently on the basis of a full understanding of the situation.
Before the meeting, the directors may learn the information needed for decision-making from the office of the board of directors, the convener of the meeting, the president and other senior managers, special committees, accounting firms, law firms and other relevant personnel and institutions, or suggest to the host during the meeting that representatives of the above-mentioned personnel and institutions should attend the meeting to explain the relevant situation, The relevant opinions expressed by the directors shall be completely recorded in the minutes of the meeting and disclosed in accordance with the regulations.
Article 17 Voting at the Meeting
After each proposal has been fully discussed, the moderator shall timely submit it to the participating directors for voting.
Voting at the meeting shall be conducted by one person, one vote, by count and in writing.
The voting intention of the directors is divided into consent, objection and abstention. The directors attending the meeting shall choose one of the above intentions. If they fail to make a choice or choose more than two intentions at the same time, the presiding officer of the meeting shall request the directors concerned to make a new choice. If they refuse to choose, they shall be deemed to have abstained. Those who leave the meeting place halfway and do not return without making a choice shall be deemed to have abstained.
Article 18 Statistics of Voting Results
After the voting of the participating directors is completed, the securities affairs representative and the relevant staff of the board of directors office shall collect the voting votes of the directors in a timely manner and submit them to the secretary of the board of directors for statistics under the supervision of a supervisor or independent director.
If a meeting is held on the spot, the chairman of the meeting shall announce the statistical results on the spot; in other cases, the chairman of the meeting shall request the secretary of the board of directors to notify the directors of the voting results before the next working day after the end of the prescribed voting time limit.
If the directors vote after the presiding officer of the meeting announces the voting results or after the end of the prescribed voting time limit, the voting situation shall not be counted.
Article 19 Formation of Resolutions
Except for the circumstances specified in Article 20 of these rules, when the board of directors considers and adopts the meeting proposal and forms relevant resolutions, more than half of all directors of the company must vote in favor of the proposal. Where laws, administrative regulations and the Company's Articles of Association stipulate that the Board of Directors shall obtain the consent of more directors for the formation of resolutions, such provisions shall apply.
In accordance with the provisions of the company's "Articles of Association", the board of directors shall make resolutions on guarantee matters within the scope of its authority. In addition to the consent of more than half of all directors of the company, it must also be approved by more than 2/3 directors present at the meeting.
If there is a contradiction in the content and meaning of different resolutions, the resolution formed later shall prevail.
Article 20 Avoidance of voting
The directors shall abstain from voting on the relevant proposal if:
(I) circumstances in which the relevant laws, regulations and regulatory documents and the applicable regulatory rules of the company stipulate that directors should withdraw;
(II) the circumstances that the director himself thinks should be avoided;
(III) other circumstances stipulated in the Articles of Association of the Company that must be avoided due to the relationship between the directors and the enterprise involved in the meeting proposal.
In the event that a director avoids voting, the relevant board meeting may be held by the presence of a majority of the unrelated directors, and the formation of a resolution must be passed by a majority of the unrelated directors. If the number of unrelated directors present at the meeting is less than three, the relevant proposal shall not be voted on, but the matter shall be submitted to the general meeting of shareholders for deliberation.
Article 21 No ultra vires
The Board of Directors shall act in strict accordance with the authorization of the General Meeting of Shareholders and the Articles of Association of the Company, and shall not exceed its authority to form resolutions.
Article 22 Special provisions on the distribution of profits.
If the meeting of the board of directors needs to make a resolution on the distribution of the company's profits, it may first notify the certified public accountant of the distribution plan to be submitted to the board of directors for consideration, and require him to issue a draft audit report accordingly (all other financial data except those involving distribution have been determined). After the board of directors has made a resolution on the allocation, it shall require the certified public accountant to issue a formal audit report, and the board of directors shall then make a resolution on other matters related to the periodic report on the basis of the formal audit report issued by the certified public accountant.
Article 23 Handling of Unapproved Proposals
If the proposal is not passed, the meeting of the board of directors shall not consider the proposal with the same content within one month if the relevant conditions and factors have not changed significantly.
Article 24 Suspension of Voting
If more than 1/2 participating directors or more than two independent directors believe that the proposal is not clear or specific, or that they are unable to make a judgment on the relevant matters due to insufficient meeting materials and other reasons, the presiding officer of the meeting shall request the meeting to suspend voting on the issue.
The director proposing the suspension of voting shall make a clear request for the conditions to be met for the re-submission of the proposal for consideration.
Article 25 Recording of meetings
The meeting of the board of directors held on the spot or held by video or telephone may be recorded and videotaped as necessary.
Article 26 Minutes of Meetings
The secretary of the board of directors shall arrange the staff of the office of the board of directors to make records of the meetings of the board of directors, and shall be responsible for the truthfulness, accuracy and completeness of the contents of the minutes of the meetings. The minutes shall include the following:
The session of the (I) meeting and the time, place and method of holding it;
the issuance of notices of (II) meetings;
(III) convener and moderator;
the personal and fiduciary attendance of (IV) directors;
The proposals considered at the (V) meeting, the main points and main opinions of each director on relevant matters, and the voting intention on the proposals;
(VI) the voting method and result of each proposal (indicating the number of votes for, against and abstentions);
(VII) other matters that the attending directors believe should be recorded.
Article 27 Minutes of Meetings and Records of Resolutions
In addition to the minutes of the meeting, the secretary of the board of directors may, as necessary, arrange for the staff of the office of the board of directors to make concise minutes of the meeting, and make separate minutes of the resolutions formed at the meeting based on the statistical voting results.
Article 28 Signature of Directors
The minutes of the meeting of the board of directors shall be true, accurate and complete. The directors present at the meeting, the secretary of the board of directors and the recorder shall sign the minutes of the meeting.
The participating directors shall sign and confirm the minutes of the meeting and the minutes of the resolution on behalf of them and the directors who entrust them to attend the meeting on their behalf. If the directors have different opinions on the minutes of the meeting or the minutes of the resolution, they may make a written explanation when signing. When necessary, it shall report to the regulatory authorities in a timely manner, and may also make a public statement.
If a director neither signs for confirmation in accordance with the provisions of the preceding paragraph, nor makes a written explanation of his disagreement or reports to the regulatory authorities or makes a public statement, he shall be deemed to fully agree with the minutes of the meeting and the contents of the resolution.
The directors shall be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws and regulations or the articles of association or the resolution of the general meeting of shareholders, resulting in serious losses to the company, the directors participating in the resolution shall be liable for compensation to the company. However, if it is proved that the director has expressed his objection at the time of voting and recorded in the minutes of the meeting, the director may be relieved of liability.
Article 29 Announcement of Resolution
The announcement of the resolutions of the board of directors shall be handled by the secretary of the board of directors in accordance with the relevant provisions of the "Shenzhen Stock Exchange Stock Listing Rules. Prior to the disclosure of the resolution announcement, the participating directors and meeting attendees, records and service personnel have the obligation to keep the contents of the resolution confidential.
Article 30 Implementation of the resolution
The chairman of the board of directors shall urge relevant personnel to implement the resolutions of the board of directors, inspect the implementation of the resolutions, and notify the implementation of the resolutions that have been formed at subsequent board meetings.
Article 31 Preservation of Conference Archives
The archives of the meeting of the board of directors, including the notice of the meeting and the meeting materials, the attendance book of the meeting, the power of attorney for the directors to attend on behalf of the directors, the recording materials of the meeting, the voting votes, the minutes of the meeting, the minutes of the meeting, the minutes of the resolution, the announcement of the resolution, etc., shall be recorded and kept by the secretary of the board of directors.
The retention period of the archives of the meeting of the board of directors shall be more than ten years.
Article 32 Supplementary Provisions
In these rules, "above" includes this number and "more than" does not include this number.
These rules shall comply with the relevant provisions, guidelines and guidelines of the stock exchange where the company's shares are listed and traded.
These Rules shall be interpreted and amended by the Board of Directors of the Company.
These Rules shall be formally implemented from the date of adoption by the general meeting of shareholders of the Company.

Board of Directors of Jiangsu Shentong Valve Co., Ltd.
October 26, 2022