Rules of Procedure for the General Meeting of Shareholders of Jiangsu Shentong Valve Co., Ltd.

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

Chapter I General Provisions
Article 1 In order to safeguard the legitimate rights and interests of Jiangsu Shentong Valve Co., Ltd. (hereinafter referred to as the company) and the company's shareholders, clarify the duties and powers of the general meeting of shareholders, improve the efficiency of the proceedings of the general meeting of shareholders, and ensure that the general meeting of shareholders exercises its powers in accordance with the law, in accordance with the "the People's Republic of China Company Law" (hereinafter referred to as the "Company Law"), "the People's Republic of China Securities Law" (hereinafter referred to as the "Securities Law"), "Listed Company Shareholders Meeting Rules", "Jiangsu Shentong Valve Co., Ltd. Articles of Association" (Hereinafter referred to as the "Articles of Association"), "Listed Company Governance Guidelines" and other relevant laws and regulations, formulate these rules.
Chapter II Nature and Powers of the General Meeting of Shareholders
Article 2 Nature of the General Meeting of Shareholders: The General Meeting of Shareholders is the highest authority of the Company.
Article 3 The general meeting of shareholders shall exercise the following functions and powers according to law:
(I) determine the company's business policies and investment plans;
The (II) elects and replaces directors and supervisors not held by employee representatives, and decides on matters concerning the remuneration of directors and supervisors;
(III) review and approve the reports of the Board of Directors;
(IV) review and approve the report of the board of supervisors;
(V) review and approve the company's annual financial budget plan and final accounts plan;
(VI) review and approve the company's profit distribution plan and loss recovery plan;
The (VII) shall make a resolution on the increase or decrease of the registered capital of the company;
The (VIII) makes resolutions on the issuance of corporate bonds;
The (IX) shall make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the Company;
(X) amending the articles of association;
(11) to make resolutions on the employment and dismissal of accounting firms by the company;
(12) Deliberating and approving the guarantee matters specified in Item 2, Paragraph (III) of Article 4 of these Rules;
(xiii) Consideration of the purchase or sale of significant assets by the company within one year in excess of 30 per cent of the company's latest audited total assets;
(xiv) Consideration and approval of changes in the use of proceeds;
(xv) Consideration of equity incentive plans;
(16) Deliberating other matters that should be decided by the general meeting of shareholders as stipulated by laws, administrative regulations, departmental rules or these Articles of Association.
Article 4 The general meeting of shareholders authorizes the board of directors to exercise the following powers of foreign investment, sale of acquired assets, asset mortgage, external guarantee matters, entrusted financial management, related transactions and external donations:
The Board of Directors shall have the following authority for foreign investment, sale and acquisition of assets, mortgage of assets, external guarantee matters, entrusted financial management, related transactions and external donations made by the Board of Directors using the Company's assets:
(I) the authorization of foreign investment (medium and long term)
1. Medium-and long-term investment and equity transfer of one year or more: the amount of funds used in a single foreign investment or equity transfer or the net book value of physical assets account for 20% or less of the company's most recently audited net assets (consolidated accounting statements, the same below), and the total amount of foreign investment within one year shall not exceed 40% of the net assets and 30% of the company's total assets.
2. The authorization for foreign short-term investment (including entrusted financial management) within one year is:
The amount of funds used in a single foreign short-term investment shall not exceed 10% of the net assets, and the total amount of foreign short-term investment within one year shall not exceed 20% of the net assets and 15% of the total assets of the company.
Authorization of (II) to lend to banks, credit unions and other financial institutions
This authorization is as follows: the amount of a single loan from a bank and other financial institutions shall not exceed 20% of the total assets of the latest audited consolidated statement (or equivalent foreign currency, converted according to the median exchange rate of the foreign exchange borrowed on the day before the signing of the loan contract, the same below), or the accumulated loan amount within 12 consecutive months shall not exceed 50% of the total assets of the latest audited consolidated statement.
Authorization of (III) guarantees (including mortgages and pledges)
1. The amount of debt guaranteed by a single external guarantee shall not exceed 10% of the net assets of the latest audited consolidated statement; the total amount of external guarantees of the Company and its holding subsidiaries shall not exceed any guarantee provided within 50% of the net assets of the latest audited consolidated statement of the Company (except for guarantees for related parties).
2. However, the following acts of external guarantee shall be submitted to the general meeting of shareholders of the company for consideration and approval:
(a) Any guarantee provided after the total amount of external guarantees of the company and the company's controlling subsidiaries reaches or exceeds 50% of the net assets of the company's latest audited consolidated statement;
(B) Any guarantee provided by the company and the company's holding company after the total amount of external guarantees reaches or exceeds 30% of the company's total assets in the latest audited consolidated statement;
(c) The amount guaranteed by the company within one year exceeds 30% of the company's latest audited total assets;
(d) Guarantees for those whose asset-liability ratio exceeds 70 per cent;
(e) A single guarantee in excess of 10 per cent of the company's most recent audited consolidated statement of net assets;
(f) Guarantees provided to the company's shareholders, de facto controllers and their affiliates.
(IV) authorization to sell or acquire assets
1. The authorization to sell assets is:
The net book value of a single sale of assets is 10% or less of the company's net assets, and the cumulative net book value of assets sold within 12 consecutive months is 30% or less of the company's total assets.
2. The authorization to acquire assets is:
The amount of funds used in a single acquisition of assets accounts for less than 10% of the Company's net assets, and the amount of funds used in the cumulative acquisition of assets within 12 consecutive months does not exceed 30% of the Company's total assets.
Authorization of (V) Related Transactions
The amount of transactions (except for the company's cash assets and the provision of guarantees) is less than 30 million yuan, or the transaction amount accounts for less than 5% of the absolute value of the company's net assets in the latest audited consolidated statement.
Article 5 The general meeting of shareholders shall be divided into annual general meeting and extraordinary general meeting. The annual general meeting of shareholders shall be held once a year within 6 months after the end of the previous fiscal year.
Article 6 Under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within two months from the date of occurrence of the facts:
When the number of (I) directors is less than the statutory minimum number stipulated in the Company Law, or 2/3 of the number specified in the articles of association;
When the uncompensated loss of the (II) company reaches 1/3 of the total paid-in share capital;
(III) shareholders who individually or collectively hold more than 10% of the company's shares request;
(IV) the Board of Directors deems it necessary;
When the Board of Supervisors of the (V) proposes to convene;
(VI) other circumstances stipulated by laws, administrative regulations, departmental rules or the Articles of Association.
Article 7 The board of directors shall convene a general meeting of shareholders on time within the time limit specified in Articles 5 and 6 above.
Article 8 If the company is unable to convene a general meeting of shareholders within the time limit specified in Article 5 above, it shall report to the Jiangsu Supervision Bureau and the Shenzhen Stock Exchange, explain the reasons and make an announcement.
Chapter III Proposal by Independent Directors, Supervisors or Shareholders to Convene Extraordinary General Meeting
Article 9 The independent directors shall have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, provide written feedback on the proposal of independent directors to convene an interim general meeting within 10 days after receiving the proposal.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made; if the board of directors does not agree to convene an extraordinary general meeting of shareholders, it shall explain the reasons and make an announcement.
Article 10 The board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting of shareholders, and shall propose to the board of directors in writing that the board of directors shall, in accordance with the provisions of laws, administrative regulations and the company's articles of association, agree or disagree within 10 days after receiving the proposal. Written feedback of the general meeting.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made. Any change to the original proposal in the notice shall be approved by the board of supervisors.
If the board of directors does not agree to convene an extraordinary general meeting of shareholders, or fails to provide written feedback within 10 days after receiving the proposal, it shall be deemed that the board of directors is unable to perform or fails to perform the duties of convening the general meeting of shareholders, and the board of supervisors may convene and preside over the meeting on its own.
Article 11 Shareholders who individually or collectively hold more than 10% of the company's shares have the right to request the board of directors to convene an extraordinary general meeting of shareholders, and shall submit it to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the company's articles of association, provide written feedback on whether to agree or disagree to convene an extraordinary general meeting within 10 days after receiving the request.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made. Any change to the original request in the notice shall obtain the consent of the relevant shareholders.
If the board of directors does not agree to convene an extraordinary general meeting of shareholders, or fails to provide feedback within 10 days after receiving the request, shareholders who individually or collectively hold more than 10% of the company's shares have the right to propose to the board of supervisors to convene an extraordinary general meeting of shareholders, and shall submit it in writing to the board of supervisors Make a request.
If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after receiving the request. Any change to the original request in the notice shall obtain the consent of the relevant shareholders.
If the board of supervisors fails to issue a notice of the general meeting of shareholders within the prescribed time limit, it shall be deemed that the board of supervisors does not convene and preside over the general meeting of shareholders, and shareholders who individually or collectively hold more than 10% of the company's shares for more than 90 consecutive days may convene and preside on their own.
Article 12 If the board of supervisors or shareholders decide to convene a general meeting of shareholders on their own, they shall notify the board of directors in writing and report to the Shenzhen Stock Exchange for the record. Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10%, and the convening shareholders shall apply for locking the shares of the company held by them during the above-mentioned period before the notice of the general meeting of shareholders is issued. The board of supervisors and the convening shareholders shall submit relevant certification materials to the Shenzhen Stock Exchange when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders.
Article 13 The board of directors and the secretary of the board of directors shall cooperate with the board of supervisors or the general meeting of shareholders convened by the shareholders themselves. The board of directors shall provide the register of shareholders on the date of record. If the board of directors fails to provide the register of shareholders, the convener may apply to the securities registration and settlement institution for the relevant announcement of the notice of the convening of the general meeting of shareholders. The register of shareholders obtained by the convener shall not be used for purposes other than the convening of a general meeting of shareholders.
Article 14 The company shall bear the expenses necessary for the general meeting of shareholders convened by the board of supervisors or the shareholders themselves.
Chapter IV Proposal and Notice of the General Meeting of Shareholders
Article 15 The content of the proposal shall fall within the scope of the powers of the general meeting of shareholders, have clear topics and specific resolutions, and comply with the relevant provisions of laws, administrative regulations and the company's articles of association.
Article 16 Shareholders who individually or collectively hold more than 3% of the company's shares may submit an interim proposal and submit it in writing to the convener 10 days before the general meeting of shareholders. The convener shall issue a supplementary notice of the general meeting of shareholders within 2 days after receiving the proposal, announcing the name or names of the shareholders who put forward the interim proposal, the proportion of shares held and the contents of the new proposal.
Except as provided in the preceding paragraph, after issuing the notice of the general meeting of shareholders, the convener shall not modify the proposals listed in the notice of the general meeting of shareholders or add new proposals.
If the proposal is not listed in the notice of the general meeting of shareholders or does not comply with the provisions of Article 15 of these rules, the general meeting of shareholders shall not vote and make a resolution.
Article 17 The secretary of the board of directors and the representative of securities affairs shall be the recipient of the proposal and accept the proposal on behalf of the board of directors.
Article 18 The convener shall notify each shareholder by announcement 20 days before the annual general meeting, and the extraordinary general meeting shall notify each shareholder by announcement 15 days before the meeting. The convener may also be notified by mail or other means at the same time. The company shall handle the registration procedures of the shareholders attending the meeting in accordance with the provisions of the relevant departments.
The date of the meeting shall not be included in the calculation of the commencement period by the Company.
Article 19 The notice of the general meeting of shareholders shall include the following contents:
The time, place, manner and duration of the (I);
(II) matters and proposals submitted for consideration at the meeting;
The (III) shall state in obvious words that all shareholders shall have the right to attend the general meeting of shareholders and may entrust a proxy to attend the meeting and vote, and the shareholder's proxy need not be a shareholder of the company;
The date of registration of the shares of the shareholders who (IV) the right to attend the general meeting of shareholders; (The interval between the date of registration of shares and the date of the meeting shall not be more than 7 working days. Once the date of registration of shares is confirmed, it shall not be changed.)
(V) the name and telephone number of the permanent contact person for the meeting.
(VI) network or other means of voting time and voting procedures.
Article 20 The notice of the general meeting of shareholders and the supplementary notice shall fully and completely disclose the specific contents of all proposals, as well as all information or explanations required to enable shareholders to make reasonable judgments on the matters to be discussed. If the matter to be discussed requires the opinions of the independent directors, the opinions and reasons of the independent directors shall be disclosed at the same time when the notice or supplementary notice of the general meeting of shareholders is issued.
Article 21 where the general meeting of shareholders intends to discuss the election of directors and supervisors, the notice of the general meeting of shareholders shall fully disclose the detailed information of the candidates for directors and supervisors, including at least the following contents:
(I) education background, work experience, part-time job and other personal information;
Whether the (II) is related to the company or its controlling shareholder and actual controller;
(III) disclosure of the number of shares held in the company;
Whether the (IV) has been punished by the CSRC and other relevant departments and the stock exchange.
In addition to adopting the cumulative voting system, each candidate for director or supervisor shall submit a single proposal.
Article 22 After the notice of the general meeting of shareholders is issued, the general meeting of shareholders shall not be postponed or canceled without justifiable reasons, and the proposals listed in the notice of the general meeting of shareholders shall not be canceled. In the event of an extension or cancellation, the convener shall issue a notice at least two trading days before the original date, stating the specific reasons for the extension or cancellation. If the convening of the shareholders' meeting is postponed, the company shall announce the date of the postponed meeting in the notice.
Chapter V Registration of Meetings
Article 23 Shareholders may attend the general meeting of shareholders in person and exercise their voting rights, or entrust others to attend on their behalf and exercise their voting rights within the scope of authorization. All shareholders or their proxies registered on the date of registration of shares shall have the right to attend the general meeting of shareholders, and the company and the convener shall not refuse for any reason.
Article 24 Shareholders who wish to attend the general meeting of shareholders shall register for attending the meeting at the time and place required by the notice; shareholders from other places may register by letter or fax, but must attach a copy of their ID card and shareholder account card.
Article 25 An individual shareholder shall attend the general meeting of shareholders with a stock account card, ID card or other valid certificate or certificate that can show his identity; the agent shall also submit a power of attorney of the shareholder and a valid personal ID.
A legal person shareholder shall be present at the meeting by the legal representative or an agent entrusted by the legal representative. If the legal representative attends the meeting, he shall present his ID card and a valid certificate that can prove his qualification as a legal representative; if an agent is entrusted to attend the meeting, the agent shall present his ID card and a written power of attorney issued by the legal representative of the legal person shareholder unit in accordance with the law.
Article 26 A shareholder shall entrust an agent in writing, which shall be signed by the principal or by the agent entrusted by him in writing; if the principal is a legal person, it shall be sealed with the seal of the legal person or signed by the agent officially entrusted by him.
Article 27 The power of attorney issued by a shareholder to entrust others to attend the general meeting of shareholders shall contain the following contents:
the name of the (I) agent;
Whether the (II) has the right to vote;
an instruction of the (III) to vote in favor of, against or abstain from each item under consideration placed on the agenda of the general meeting;
The date of issuance and validity period of the (IV) power of attorney;
(V) the signature (or seal) of the principal; if the principal is a shareholder of a legal entity, the seal of the legal entity shall be affixed.
Article 28 The power of attorney shall indicate whether the shareholder's agent may vote as he or she wishes if the shareholder does not give specific instructions.
Article 29 If the power of attorney for proxy voting is signed by another person authorized by the principal, the power of attorney or other authorization documents authorized to sign shall be notarized. A notarized power of attorney or other authorization document, and a proxy form must be kept at the company's residence or other place specified in the notice convening the meeting.
If the principal is a legal person, its legal representative or a person authorized by the resolution of the board of directors or other decision-making bodies shall attend the general meeting of shareholders of the company as a representative.
Article 30 The company shall be responsible for making the conference register of the attendees. The register of meetings shall specify the names (or names of units) of the participants, identity card numbers, residential addresses, the amount of shares held or represented with voting rights, and the names (or names of units) of the agents.
Article 31 The convener and the lawyer shall jointly verify the legality of the shareholders' qualifications on the basis of the register of shareholders provided by the securities registration and settlement institution, and register the names of the shareholders and the number of shares with voting rights held by them. The registration of the meeting shall be terminated before the presiding officer of the meeting announces the number of shareholders and proxies present at the meeting and the total number of shares with voting rights held.
Article 32 The board of directors, independent directors, shareholders holding more than 1% voting shares or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the CSRC may publicly solicit shareholders' voting rights. The solicitation of shareholders' voting rights shall fully disclose the specific voting intention and other information to the solicited person. It is prohibited to solicit the voting rights of shareholders in a paid or disguised form. The Company shall not impose a minimum shareholding restriction on the solicitation of voting rights.
If the solicitor holds the shares of the company, he shall undertake not to transfer the shares held before the announcement of the resolution of the general meeting of shareholders to consider the solicitation proposal.
Chapter VI Convening of Shareholders' General Meeting
Article 33 the board of directors shall strictly abide by the provisions of the company law and other laws and regulations on the convening of the general meeting of shareholders, and organize the general meeting of shareholders carefully and on time.
All directors are responsible for the normal convening of the general meeting of shareholders and shall not hinder the general meeting of shareholders from performing its functions and powers in accordance with the law.
Article 34 The board of directors of a company shall hire a lawyer to attend the general meeting of shareholders, issue legal opinions on the following issues and make an announcement:
(I) whether the procedures for convening and holding the general meeting of shareholders comply with the provisions of laws, administrative regulations, the Rules for the General Meeting of Shareholders of Listed Companies and the Articles of Association of the Company;
(II) whether the qualifications of the persons attending the meeting and the qualifications of the convener are legal and valid;
(III) whether the voting procedures and voting results of the general meeting of shareholders are legal and valid;
(IV) legal advice on other relevant issues at the request of the Company.
The board of directors of the company may also employ notaries to attend the general meeting of shareholders at the same time.
Article 35 A company shall convene a general meeting of shareholders at the place specified in the articles of association.
The general meeting of shareholders shall set up a venue and be held in the form of an on-site meeting. The company may use a safe, economical and convenient network or other means to facilitate the participation of shareholders in the general meeting of shareholders. Shareholders who participate in the general meeting of shareholders through the above-mentioned methods shall be deemed to have attended.
Article 36 If the general meeting of shareholders of the company adopts the network or other means to vote, the voting time and voting procedures of the network or other means shall be clearly stated in the notice of the general meeting of shareholders.
The start time of online or other voting methods of the general meeting of shareholders shall not be earlier than 3:00 p.m. on the day before the on-site general meeting of shareholders, and shall not be later than 9:30 a.m. on the day of the on-site general meeting of shareholders, and the end time shall not be earlier than the end of the on-site general meeting of shareholders. 3:00 p.m.
Article 37 The board of directors and other conveners shall take necessary measures to ensure the normal order of the general meeting of shareholders. Measures shall be taken to stop acts that interfere with the general meeting of shareholders, stir up trouble and infringe upon the legitimate rights and interests of shareholders and promptly report to the relevant departments for investigation and punishment.
Article 38 When a company convenes a general meeting of shareholders, all directors, supervisors and the secretary of the board of directors shall attend the meeting, and the president, vice president and other senior management personnel shall attend the meeting as nonvoting delegates.
Article 39 The general meeting of shareholders shall be presided over by the chairman of the board. 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 preside.
The general meeting of shareholders convened by the board of supervisors shall be presided over by the chairman of the board of supervisors. If the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, he shall be presided over by a supervisor jointly elected by more than half of the supervisors.
The shareholders' meeting convened by the shareholders themselves shall be presided over by a representative elected by the convener.
When the general meeting of shareholders is held, if the chairman of the meeting violates the rules of procedure and makes it impossible for the general meeting to continue, with the consent of more than half of the shareholders with voting rights present at the general meeting, the general meeting of shareholders may elect one person as the chairman of the meeting to continue the meeting.
Article 40 The presiding officer of the meeting shall announce the meeting at the scheduled time, and the meeting shall proceed item by item according to the order of the topics and proposals included in the agenda. The contents included in the agenda of the meeting shall be conducted in the order of hearing reports, centralized deliberation and centralized voting, and the moderator may also decide to adopt the method of item-by-item report and item-by-item deliberation and voting according to the actual situation.
Article 41 The presiding officer of the meeting shall, before voting, announce the number of shareholders and proxies present at the meeting and the total number of shares with voting rights held by them, and the number of shareholders and proxies present at the meeting and the total number of shares with voting rights held by them shall be subject to the registration of the meeting.
Article 42 At the annual general meeting of shareholders, the board of directors and the board of supervisors shall report to the general meeting of shareholders on their work in the past year, and each independent director shall also make a report on his work.
Article 43 Except for the company's commercial secrets, the directors, supervisors, and senior management personnel shall explain and explain the shareholders' inquiries at the general meeting of shareholders.
The company shall not disclose or disclose undisclosed material information at the general meeting of shareholders.
Article 44 The shareholders who speak shall register with the Secretariat of the General Meeting. The order of speaking is based on the results of the registration, with priority given to the number of shares held. The shareholder's speech shall be delivered at the designated speaker's seat after being named by the presiding officer of the meeting, and the content shall focus on the main motion of the meeting.
Article 45 The moderator shall, according to the specific situation, specify the time and number of speeches for each person. During the prescribed speaking period, shareholders shall not be interrupted in the middle of the speech. Shareholders shall also not interrupt the report of the board of directors or the board of supervisors to request the general meeting to speak.
If a shareholder violates the foregoing provisions, the presiding officer of the meeting may refuse or stop it.
Article 46 The presiding officer of a meeting shall have the right to announce the temporary adjournment of the meeting according to the progress and schedule of the meeting. The presiding officer may also adjourn the meeting if he deems it necessary.
Chapter VII Voting and Resolution of the General Meeting of Shareholders
Article 47 When matters relating to connected transactions are considered at a general meeting of shareholders, connected shareholders shall not participate in voting, and the number of shares representing them with voting rights shall not be counted in the total number of valid votes; the announcement of resolutions at a general meeting of shareholders shall fully disclose the voting status of non-connected shareholders.
If an affiliated shareholder should recuse himself and does not recuse himself, a non-affiliated shareholder may request his recusal.
Shareholders (including proxies) shall exercise their voting rights by the amount of voting shares they represent, with one vote per share. The general meeting of shareholders shall be voted by secret ballot.
The company does not have the right to vote on its own shares, and that part of the shares is not included in the total number of voting shares present at the general meeting.
If a shareholder buys the voting shares of the company in violation of the provisions of paragraphs 1 and 2 of Article 63 of the Securities Law, the shares exceeding the prescribed proportion shall not exercise the voting rights within 36 months after the purchase, and shall not be included in the total number of voting shares attending the general meeting of shareholders.
Article 48 When the general meeting of shareholders votes on the election of directors and supervisors, each candidate for director or supervisor shall be voted on one by one. (Except for the cumulative voting system in accordance with the provisions of the articles of association or the resolution of the general meeting of shareholders.) A listed company in which a single shareholder and its concerted action person have an interest of 30% or more of the shares shall adopt a cumulative voting system.
The cumulative voting system referred to in the preceding paragraph means that in the election of directors or supervisors at a general meeting of shareholders, each share of common stock (including preferred shares with restored voting rights) has the same voting rights as the number of directors or supervisors to be elected, and the voting rights owned by shareholders may be used centrally.
Article 49 Except for the cumulative voting system, the general meeting of shareholders shall vote on all proposals item by item. If there are different proposals on the same matter, the voting shall be conducted in the order in which the proposals were submitted. Unless the shareholders' meeting is suspended or unable to make a resolution due to special reasons such as force majeure, the shareholders' meeting shall not shelve or refuse to vote on the proposal.
Article 50 When the general meeting of shareholders deliberates on a proposal, it shall not modify the proposal. Otherwise, the relevant change shall be regarded as a new proposal and shall not be voted on at this general meeting of shareholders.
Article 51 The same voting right can only choose one of on-site, online or other voting methods. If there is a duplicate vote on the same vote, the result of the first vote shall prevail.
Article 52 The shareholders attending the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. Unfilled, misfilled, illegible or uncast votes shall be deemed to be waived by the voter, and the voting result of the number of shares held by him shall be counted as "abstention".
Article 53 If an investor buys voting shares of a listed company in violation of the provisions of the first and second paragraphs of Article 63 of the Securities Law, he shall not exercise voting rights on the shares in excess of the prescribed proportion within 36 months after the purchase. A listed company shall, in accordance with the provisions of the Securities Law, not include the aforementioned shares in the total number of shares with voting rights present at the general meeting of shareholders, and the listed company shall disclose the aforementioned information in the announcement of the resolution of the general meeting of shareholders.
Article 54 Before the general meeting of shareholders votes on a proposal, the chairman of the meeting shall designate two representatives of shareholders to participate in the counting and monitoring of votes. If the matters under consideration are related to the shareholders, the relevant shareholders and agents shall not participate in the counting and scrutiny of votes.
When voting on a proposal at a general meeting of shareholders, lawyers, representatives of shareholders and representatives of supervisors shall be jointly responsible for counting and supervising votes. The company may hire a professional company to provide services for the counting of votes voted on by the general meeting of shareholders, and the professional company shall be responsible for the results of the counting of votes.
Shareholders or their proxies who vote through the Internet or other means have the right to verify their voting results through the corresponding voting system.
Article 55 The on-site end time of the general meeting of shareholders shall not be earlier than the Internet or other methods. The chairman of the meeting shall announce the voting status and results of each proposal at the meeting site, and announce whether the proposal is passed or not based on the voting results. Before the official announcement of the voting results, the companies, vote tellers, scrutineers, major shareholders, network service providers and other relevant parties involved in the on-site, online and other voting methods of the general meeting of shareholders shall have the obligation to keep the voting confidential.
Article 56 Resolutions of the general meeting of shareholders are divided into ordinary resolutions and special resolutions.
An ordinary resolution at a general meeting of shareholders shall be adopted by more than 1/2 of the voting rights held by the shareholders (including proxies) present at the general meeting of shareholders.
A special resolution at a general meeting of shareholders shall be adopted by more than two-thirds of the voting rights held by shareholders (including proxies) present at the general meeting of shareholders.
Article 57 The following matters shall be adopted by ordinary resolution of the general meeting of shareholders:
(I) the work reports of the board of directors and the board of supervisors;
(II) the profit distribution plan and the loss recovery plan formulated by the board of directors;
(III) the appointment and removal of members of the Board of Directors and the Board of Supervisors, as well as their remuneration and payment methods (except when the Company adopts a cumulative voting system for the election of directors and supervisors);
(IV) the company's annual budget plan and final accounts plan;
Annual reports of (V) companies;
(VI) matters other than those that shall be adopted by special resolution as stipulated by laws, administrative regulations or the articles of association.
Article 58 The following matters shall be adopted by special resolution of the general meeting of shareholders:
increase or decrease of the registered capital of the (I) company;
(II) the division, merger, dissolution, liquidation or change of corporate form of the Company;
(III) spin-off and listing of subsidiaries;
(IV) the amendment of the articles of association (including the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the rules of procedure of the board of supervisors);
The (V) company purchases or sells major assets or guarantees more than 30% of the company's latest audited total assets within one year;
(VI) issuance of shares, convertible bonds, preferred shares and other securities approved by the CSRC;
(VII) repurchase of shares for the purpose of reducing the registered capital;
(VIII) major asset restructuring;
(IX) equity incentive plans;
(X) the resolution of the general meeting of shareholders of the listed company to voluntarily withdraw its shares from the Stock Exchange and decide not to trade on the Stock Exchange or to apply for trading or transfer on other trading venues;
(11) Other matters determined by ordinary resolution of the general meeting of shareholders to have a significant impact on the company and need to be passed by special resolution;
(12) Adjustment of profit distribution policy;
(13) Other matters stipulated by laws, administrative regulations or the company's articles of association, as well as other matters that the general meeting of shareholders determines by ordinary resolution that will have a significant impact on the company and need to be passed by special resolution.
Article 59 Except in special circumstances such as the company is in crisis, the company will not enter into a contract with a person other than directors, managers and other senior management personnel to hand over the management of all or important business of the company to that person without the approval of a special resolution of the general meeting of shareholders.
Article 60 The company shall, on the day of the end of the general meeting of shareholders, submit the draft of the resolution announcement of the general meeting of shareholders, the resolution of the general meeting of shareholders and the legal opinion to the Shenzhen Stock Exchange, and disclose the announcement of the resolution of the general meeting of shareholders after registration with the Shenzhen Stock Exchange. The announcement shall specify the number of shareholders and proxies present at the meeting, the total number of voting shares held and the proportion of the total number of voting shares of the company, the voting method, the voting results of each proposal and the details of the resolutions passed.
Article 61 If the proposal is not passed, or the current general meeting of shareholders changes the resolution of the previous general meeting of shareholders, a special reminder shall be made in the announcement of the resolution of the general meeting of shareholders.
Article 62 The convener shall ensure that the general meeting of shareholders is held continuously until the final resolution is formed. If the general meeting of shareholders is suspended or unable to make a resolution due to special reasons such as force majeure, necessary measures shall be taken to resume the general meeting of shareholders as soon as possible or directly terminate the general meeting of shareholders, and make a timely announcement. At the same time, the convener should report to the Jiangsu Supervision Bureau and the Shenzhen Stock Exchange, explain the reasons and disclose the relevant information and the special legal opinion issued by the lawyer.
Article 63 the board of directors shall be responsible for the implementation of the resolutions formed by the general meeting of shareholders, and shall be handed over to the chairman of the board of directors of the company for specific implementation according to the contents of the resolutions; the matters required by the resolution of the general meeting of shareholders to be handled by the board of supervisors shall be directly organized and implemented by the board of supervisors.
Article 64 If the general meeting of shareholders passes the proposal for the election of directors and supervisors, the new directors and supervisors shall take office in accordance with the provisions of the company's articles of association.
Article 65 If the general meeting of shareholders passes the proposal on cash distribution, share gift or capital reserve conversion to share capital, the company shall implement the specific plan within 2 months after the end of the general meeting of shareholders.
Article 66 The chairman of the board of directors shall report to the board of directors on the implementation of the resolutions of the general meeting of shareholders, and the board of directors shall report to the next general meeting of shareholders; matters involving the implementation of the board of supervisors shall be directly reported by the board of supervisors to the general meeting of shareholders, and the board of supervisors may also report to the board of directors when necessary.
Article 67 The resolution of the general meeting of shareholders of the Company shall be null and void if it violates any law or administrative regulation. If the convening procedure or voting method of the general meeting of shareholders violates laws, administrative regulations or the company's articles of association, or the content of the resolution violates the company's articles of association, the shareholders may request the people's court to revoke the resolution within 60 days from the date of the resolution.
Chapter VIII Records of Shareholders' Meetings
Article 68 The secretary of the board of directors shall be responsible for the minutes of the general meeting of shareholders, which shall record the following:
(I) the time, place, agenda and name of the convener;
The names of the presiding officer of the (II) meeting and the directors, supervisors, secretary of the board of directors, president and other senior management personnel who attended or attended the meeting;
(III) the number of shareholders and proxies present at the meeting, the total number of voting shares held and the proportion of the total number of shares of the company;
(IV) the deliberations on each proposal, the main points of the speech and the voting results;
(V) shareholders' inquiries or suggestions and corresponding replies or explanations;
the names of (VI) lawyers, tellers and scrutineers;
Other contents that shall be included in the minutes of the meeting (VII) to the provisions of the articles of association of the company.
Article 69 the directors, supervisors, Secretary of the board of directors, convener or their representatives and the presiding officer of the meeting attending the meeting shall sign the minutes of the meeting and ensure that the contents of the minutes are true, accurate and complete. The minutes of the meeting shall be kept together with the signature book of the shareholders present on the spot and the power of attorney of the proxy, the valid information on the voting situation of the network and other means, and the retention period shall not be less than 10 years.
Chapter IX Other
Article 70 These Rules shall be implemented as an annex to the Articles of Association and shall be implemented as of the date of approval by the general meeting of shareholders of the Company.
Article 71 When a company formulates or modifies its articles of association, it shall set out the relevant provisions of the general meeting of shareholders in accordance with these rules.
Article 72 the amendment of these rules shall be drafted by the board of directors and submitted to the general meeting of shareholders for approval. The matters not covered shall comply with the relevant provisions, standards and guidelines of the CSRC and Shenzhen Stock Exchange, and shall be implemented in accordance with the relevant laws, regulations and articles of association of the state.
Article 73 The announcement, notice or supplementary notice of the general meeting of shareholders referred to in these rules refers to the publication of relevant information disclosure content in the media and stock exchange websites that meet the conditions prescribed by the China Securities Regulatory Commission.
Article 74 The words "above", "within", "below" and "more than" in these rules all include the number; "no more than", "less than", "outside", "less than" and "more than" do not include the number.
Article 75 The Board of Directors shall be responsible for the interpretation and revision of these Rules.

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