Shandong Tianyue Advanced Technology Co., Ltd

Rules of Procedure for General Meeting of Shareholders (Draft)

(Applicable after the listing of H-share issuance)

Chapter I: General Provisions

Article 1 In order to standardize the company's behavior and ensure that the general meeting of shareholders exercises its functions and powers in accordance with the law, according to the "Chinese People

These Rules are formulated in accordance with the Company Law of the Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Rules for the General Meeting of Shareholders of Listed Companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Listing Rules") and the Articles of Association of Shandong Tianyue Advanced Technology Co., Ltd. (hereinafter referred to as the "Articles of Association").

Chapter II Functions and Powers of the General Meeting of Shareholders

Article 2 The general meeting of shareholders is the authority of the company and exercises the following functions and powers in accordance with the law:

(1) Decide on the company's business policy and investment plan;

(2) Elect and replace directors and supervisors who are not employee representatives, and decide on matters related to the remuneration of directors and supervisors;

(3) To review and approve the report of the Board of Directors;

(4) To review and approve the report of the board of supervisors;

(5) To review and approve the company's annual financial budget plan and final account plan;

(6) To review and approve the company's profit distribution plan and loss recovery plan;

(7) To make a resolution on the increase or decrease of the registered capital of the company;

(8) To make a resolution on the issuance of corporate bonds;

(9) To make resolutions on the merger, division, dissolution, liquidation or change of the form of the company;

(10) Amend the Articles of Association;

(11) To review and approve the transactions (except for the provision of guarantees) between the company and related persons in the amount of 3,000

Related-party transactions of more than 10,000 yuan, accounting for more than 1% of the company's latest audited total assets or market value;

(12) To make resolutions on the company's employment and dismissal of accounting firms;

(13) To deliberate and approve the transactions specified in Article 3 of these Rules;

(14) To deliberate and approve the security matters provided for in Article 4 of these Rules;

(15) To review the company's purchase and sale of major assets within one year that exceed 30% of the company's latest audited total assets;

(16) To review and approve the change in the use of raised funds;

(17) To review the equity incentive plan and the employee stock ownership plan;

(18) Make any resolution on the disposal of the company's core technical secrets or may have a significant impact on the company's core technical secrets;

(19) To deliberate on other matters that shall be decided by the general meeting of shareholders as stipulated in laws, administrative regulations, departmental rules, securities regulatory rules of the place where the company's shares are listed or the articles of association of the company.

The functions and powers of the above-mentioned general meeting of shareholders shall not be exercised by the board of directors and other institutions and individuals in the form of authorization.

Article 3 Transactions occurring in the company (except for the provision of guarantees and transactions within the scope of daily business) amount

If one of the following criteria is reached, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:

(1) The total amount of assets involved in the transaction (if there is both book value and appraised value, whichever is higher) accounts for more than 50% of the company's latest audited total assets;

(2) The transaction amount accounts for more than 50% of the company's market value;

(3) The net assets of the subject matter (such as equity) in the most recent fiscal year account for more than 50% of the company's market value;

(4) The operating income related to the most recent fiscal year of the transaction target (e.g. equity) accounts for more than 50% of the audited operating income of the company in the most recent fiscal year, and exceeds RMB 50 million;

(5) The profit generated by the transaction accounts for less than 50% of the company's audited net profit for the most recent fiscal year

and more than 5 million yuan;

(6) The net profit related to the most recent fiscal year of the subject matter of the transaction (such as equity) accounts for more than 50% of the audited net profit of the company in the most recent fiscal year, and exceeds 5 million yuan;

(7) Other trading situations stipulated in laws, regulations, securities regulatory rules of the place where the company's shares are listed or this articles of association.

If the data involved in the calculation of the above indicators is negative, its absolute value is calculated.

The transaction amount mentioned in the preceding paragraph refers to the transaction amount paid and the debts and expenses assumed. The market value mentioned in the preceding paragraph refers to the arithmetic average of the closing market value of the 10 trading days prior to the transaction.

If the transaction arrangement involves consideration that may be paid or received in the future, does not involve a specific amount or is determined according to the set conditions, the maximum amount expected to be the transaction amount.

The company's transactions related to the subject matter of the transaction within 12 months shall be calculated cumulatively

In principle, the above provisions apply. Where the relevant review procedures have already been performed in accordance with the above provisions, they are no longer included in the scope of the relevant cumulative calculation.

The general meeting of shareholders shall exercise its functions and powers within the scope prescribed by law, and shall not interfere with the disposition of shareholders' own rights.

Article 4 The following external guarantees of the company shall be submitted to the board of directors of the company after being deliberated and approved

The East Asian General Assembly deliberated and passed:

(1) A guarantee that exceeds 10% of the company's latest audited net assets in a single guarantee;

(2) The total amount of external guarantees of the company and its holding subsidiaries exceeds 50% of the company's latest audited net assets;

(3) Guarantees provided to the guarantee object with an asset-liability ratio of more than 70%;

(4) In accordance with the principle of cumulative calculation of the guarantee amount for 12 consecutive months, it exceeds the company's latest review

30% of total assets guaranteed;

(5) The total amount of external guarantees of the company shall be provided after exceeding 30% of the total audited assets of the latest period

any warranties;

(6) Guarantees provided to shareholders, actual controllers and their affiliates;

(7) Other guarantees that must be deliberated and approved by the general meeting of shareholders as stipulated in laws, regulations, securities regulatory rules of the place where the company's shares are listed or the articles of association of the company.

When the general meeting of shareholders deliberates the proposal to provide guarantees for shareholders, actual controllers and their related parties, the shareholders or shareholders under the control of the actual controller shall not participate in the voting, and the vote shall be passed by more than half of the voting rights held by other shareholders attending the general meeting. When the general meeting of shareholders makes a resolution on the guarantee in item (4) above, it shall be passed by more than two-thirds of the voting rights held by the shareholders present at the meeting.

If the company provides a guarantee for the controlling shareholder, the actual controller and their affiliates, the controlling shareholder, the actual controller and their affiliates shall provide a counter-guarantee.

If the company provides a guarantee for a wholly-owned subsidiary, or provides a guarantee for a holding subsidiary and other shareholders of the holding subsidiary provide guarantees in the same proportion according to their rights and interests, and does not harm the interests of the company, the provisions of subparagraphs (1) to (3) above may be exempted. The Company shall disclose the aforesaid guarantee in its annual report and semi-annual report.

Chapter III Convening of the General Meeting of Shareholders

Article 5 The general meeting of shareholders is divided into the annual general meeting of shareholders and the extraordinary general meeting of shareholders. Annual General Meeting of Shareholders each

It shall be convened once a year and shall be held within six months after the end of the previous fiscal year.

Article 6 In any of the following circumstances, the company shall convene a meeting within two months from the date of occurrence of the fact

General Meeting:

(1) When the number of directors is less than the statutory minimum number stipulated in the Company Law, or the number of directors is less than 2/3 of the number specified in the Articles of Association;

(2) When the company's uncompensated losses reach 1/3 of the total paid-in share capital;

(3) At the request of shareholders who hold more than 10% of the total number of shares of the company individually or jointly;

(4) Where the Board of Directors deems it necessary;

(5) When the board of supervisors proposes to convene the meeting;

(6) Other circumstances stipulated by laws, administrative regulations, departmental rules, securities regulatory rules of the place where the company's shares are listed or the articles of association of the company.

Article 7 The board of directors shall convene shares on time within the time limit specified in Articles 5 and 6 of these Rules

East Assembly.

Article 8 The place where the company convenes the general meeting of shareholders is: the company's domicile or the notice of the general meeting of shareholders

Other locations of the determinant. After the notice of the general meeting of shareholders is issued, the venue of the on-site meeting of the general meeting of shareholders shall not be changed without a legitimate reason, and if it is really necessary to change, the convener shall make an announcement and explain the reasons at least 2 working days before the date of the on-site meeting.

The general meeting of shareholders will be held in the form of an on-site meeting. The company will also provide online voting in accordance with the securities regulatory rules of the place where the company's shares are listed to facilitate shareholders' participation in the general meeting of shareholders. Shareholders who participate in the general meeting of shareholders through the above methods shall be deemed to have attended.

Article 9 When the Company convenes a general meeting of shareholders, it will hire a lawyer to issue legal opinions on the following issues

And announce:

(1) Whether the convening and convening procedures of the meeting comply with laws, administrative regulations, and the Articles of Association;

(2) Whether the qualifications of persons attending the meeting and the qualifications of the convener are lawful and valid;

(3) Whether the voting procedures and voting results of the meeting are legal and valid;

(4) Legal opinions on other relevant issues at the request of the Company.

Article 10 Independent directors have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders and propose to convene an extraordinary general meeting of shareholders

The general meeting of shareholders shall be approved by more than half of all independent directors. The board of directors shall, in accordance with the provisions of laws, administrative regulations, securities regulatory rules of the place where the company's shares are listed and the Articles of Association, submit written feedback on whether it agrees or disagrees with the convening of an extraordinary general meeting of shareholders 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 a 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 11 The Board of Supervisors shall have the right to propose to the Board of Directors to convene an extraordinary general meeting of shareholders, and shall submit it in writing

to the Board of Directors. The board of directors shall, in accordance with the provisions of laws, administrative regulations, securities regulatory rules of the place where the company's shares are listed and the articles of association of the company, submit written feedback on whether it agrees or disagrees with the convening of an extraordinary general meeting of shareholders within 10 days after receiving the proposal.

If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall be issued within 5 days after the resolution of the board of directors is made

The notice of convening a general meeting of shareholders shall obtain the consent of the board of supervisors for any changes to the original proposal in the notice.

The Board does not agree to convene an extraordinary general meeting or does not write within 10 days of receipt of the proposal

If there is feedback, it shall be deemed that the board of directors is unable to perform or does not perform its duty to convene a general meeting of shareholders, and the board of supervisors may convene and preside over it on its own.

Article 12 Shareholders who hold more than 10% of the company's shares individually or collectively have the right to request to the board of directors

An extraordinary general meeting of shareholders shall be convened and shall be submitted in writing to the board of directors. The board of directors shall, in accordance with the provisions of laws, administrative regulations, securities regulatory rules of the place where the company's shares are listed and the articles of association of the company, submit written feedback on whether it agrees or disagrees to convene an extraordinary general meeting of shareholders within 10 days after receiving the request.

If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall be issued within 5 days after the resolution of the board of directors is made

The notice of convening a general meeting of shareholders shall obtain the consent of the relevant shareholders for any changes to the original request in the notice.

The Board did not agree to convene an EGM or did not respond within 10 days of receipt of 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 a request to the board of supervisors in writing.

If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice to convene a general meeting of shareholders within 5 days of receiving the request

The consent of the relevant shareholders shall be obtained for the changes to the original request in the notice.

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 hold more than 10% of the company's shares individually or collectively for more than 90 consecutive days may convene and preside over the meeting on their own.

Article 13 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.

At the same time, in accordance with the securities regulatory rules of the place where the company's shares are listed and the regulations of the stock exchange, complete the necessary reports, announcements or filings.

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%.

The board of supervisors or the convening shareholders shall, at the time of issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders, complete the necessary reports, announcements or filings in accordance with the securities regulatory rules of the place where the company's shares are listed and the provisions of the stock exchange.

Article 14 For the general meeting of shareholders convened by the board of supervisors or shareholders, the board of directors and the secretary of the board of directors

Cooperation should be given. The board of directors shall provide a register of shareholders on the record date of the shares. The register of shareholders obtained by the convener shall not be used for any purpose other than to convene a general meeting of shareholders.

Article 15 For the general meeting of shareholders convened by the board of supervisors or shareholders themselves, the necessary expenses for the meeting shall be determined by the company

Bear.

Chapter IV Proposals and Notices of General Meetings of Shareholders

Article 16 The content of the proposal shall fall within the scope of the general meeting of shareholders, with clear topics and specific decisions

and comply with laws, administrative regulations, securities regulatory rules of the place where the company's shares are listed and the "Company Chapter".

Cheng".

Article 17 The company convenes a general meeting of shareholders, and the board of directors, the board of supervisors, and the company held separately or jointly

Shareholders with more than 3% of the company's shares have the right to submit proposals to the company.

Shareholders who individually or collectively hold more than 3% of the company's shares may submit a temporary proposal to the convener in writing 10 days before the general meeting of shareholders. The convener shall issue a supplementary notice to the general meeting of shareholders within 2 days after receiving the proposal. If the general meeting of shareholders is postponed due to the issuance of a supplementary notice of the general meeting of shareholders in accordance with the provisions of the securities regulatory rules of the place where the company's shares are listed, the convening of the general meeting of shareholders shall be postponed in accordance with the provisions of the securities regulatory rules of the place where the company's shares are listed.

In addition to the provisions of the preceding paragraph, the convener shall not modify the proposals already listed in the notice of the general meeting of shareholders or add new proposals after issuing the notice of the general meeting of shareholders.

Article 18 Proposals that are not listed in the notice of the general meeting of shareholders or do not conform to the provisions of Article 16 of these Rules,

The general meeting of shareholders shall not vote and make resolutions.

Article 19 The convener will be in writing (including announcement) 20 days before the annual general meeting of shareholders

Shareholders are notified that the Extraordinary General Meeting of Shareholders will be notified in writing (including announcements) 15 days before the meeting.

When calculating the start period, the company should not include the day of the meeting.

Article 20 The notice of the general meeting of shareholders shall include the following contents:

(1) The time, place and duration of the meeting;

(2) Matters and proposals submitted to the meeting for deliberation;

(3) Explain in obvious words: all shareholders have the right to attend the general meeting of shareholders, and may entrust a proxy in writing to attend the meeting and participate in voting, and the shareholder's proxy does not have to be a shareholder of the company;

(4) The record date of the shares of shareholders who have the right to attend the general meeting of shareholders. The interval between the record date of the shareholders' meeting and the date of the meeting shall not be more than 7 working days and not less than 2 trading days. Once the equity registration date is confirmed, it cannot be changed;

(5) The name and telephone number of the permanent contact person for conference affairs;

(6) Voting time and voting procedures online or otherwise.

The notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose all the specific contents of all proposals, as well as all the information or explanations required to enable shareholders to make reasonable judgments on the matters to be discussed. If the matters to be discussed require the opinions of the independent directors, the opinions and reasons of the independent directors will be disclosed at the same time when the notice of the general meeting of shareholders or supplementary notice is issued.

Where a general meeting of shareholders uses online or other means, the voting time and voting procedures for online or other means shall be clearly stated in the notice of the general meeting of shareholders. The start time of online or other voting at 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 no later than 9:30 a.m. on the day of the on-site general meeting of shareholders, and its end time shall not be earlier than 3:00 p.m. on the day of the end of the on-site general meeting.

Article 21 If the general meeting of shareholders intends to discuss the election of directors and supervisors, the notice of the general meeting of shareholders is in the notice

The details of the candidates for directors and supervisors will be fully disclosed, including at least the following:

(1) Personal circumstances such as educational background, work experience, and part-time jobs;

(2) whether there is any relationship with the Company or the controlling shareholder and actual controller of the Company;

(3) Disclose the number of shares held in the Company;

(4) Whether it has been punished by the China Securities Regulatory Commission and other relevant departments and disciplined by the stock exchange;

(5) Other information on candidates for directors and supervisors required to be disclosed in the securities regulatory rules of the place where the company's shares are listed.

In addition to the cumulative voting system for the election of directors and supervisors, each candidate for directors and supervisors 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 without justifiable reasons

Cancel, the proposal listed in the notice of the general meeting of shareholders shall not be cancelled. Once there is an extension or cancellation, the organizer shall send a notice and explain the reasons at least 2 working days before the original date of the convening.

The securities regulatory rules of the place where the company's shares are listed are special in terms of the procedures for postponing or canceling the general meeting of shareholders

provisions, on the premise of not violating domestic regulatory requirements, follow its provisions.

Chapter 5 Convening of the General Meeting of Shareholders

Article 23 The Board of Directors and other conveners will take necessary measures to ensure the integrity of the General Meeting of Shareholders

Constant order. Measures shall be taken to stop acts that interfere with the general meeting of shareholders, pick quarrels and provoke troubles, and infringe upon the legitimate rights and interests of shareholders and promptly report to the relevant departments for investigation and punishment.

Chapter VI Attendance, Entrustment and Chairmanship of General Meetings of Shareholders

Article 24 According to the securities regulatory rules of the place where the company's shares are listed, it shall be legally registered on the equity registration date

All ordinary shareholders of record, or their proxies, shall be entitled to attend general meetings. and exercise voting rights in accordance with relevant laws, regulations, securities regulatory rules of the place where the company's shares are listed and the articles of association of the company (unless individual shareholders are required to abstain from voting rights on specific matters as required by the securities regulatory rules of the place where the company's shares are listed).

Shareholders can attend the general meeting in person or delegate another person (who does not have to be a shareholder of the company) to attend and vote on their behalf.

Article 25 If an individual shareholder attends the meeting in person, he or she shall present his or her ID card or other ability

Valid documents or certificates indicating their identity, stock account card (shareholding certificate); If you entrust others to attend the meeting, you should present your ID card and the power of attorney of the shareholder.

Article 26 The shareholders of a legal person shall be appointed by the legal representative or the agent entrusted by the legal representative

Meeting. If the legal representative attends the meeting, he or she shall present his or her ID card and a valid certificate that can prove that he or she has the qualifications of the legal representative; If an agent is entrusted to attend the meeting, the agent shall present his or her ID card, a written power of attorney (stamped with the seal of the legal person) issued by the legal representative of the legal person shareholder unit in accordance with the law, and a certificate of shareholding of the principal.

Shareholders of a partnership shall be present at the meeting by the Managing Partner or an appointed representative of the Managing Partner, or by a proxy delegated by the Managing Partner or the Managing Partner's appointed representative. Execution

If the appointed representative of the managing partner or the executive partner attends the meeting, he/she shall present his/her ID card, valid certificate that can prove that he or she has the qualifications of the executive partner or the executive partner's appointed representative, and the certificate of shareholding; If an agent is entrusted to attend the meeting, the agent shall present his or her ID card, a written power of attorney (stamped with the seal of the partnership) issued by the executive partner of the partnership or the appointed representative of the executive partner in accordance with the law, and a certificate of shareholding of the principal.

If a shareholder is a recognized clearing house (or its agent) as defined in the relevant laws and regulations of the place where the company's shares are listed, the shareholder may authorise one or more persons or representatives of the company to act as his or her representative at any general meeting (including but not limited to general meeting and creditors' meeting) as he thinks fit; However, if more than one person is authorised, the power of attorney should state the number and type of shares to which each person is subject to such authority, and the power of attorney shall be signed by an authorized officer of the recognized clearing house. A person so authorised may represent the Recognized Clearing House (or its agent) at a meeting (without presentation of a certificate of shareholding, notarized authority and/or further evidence to prove that it is duly authorized), speak at the meeting and exercise its rights as if the person were an individual shareholder of the company.

Article 27 The power of attorney issued by the shareholders to entrust others to attend the general meeting of shareholders shall contain the following:

Content:

(1) The name of the agent;

(2) the number of shares represented by the agent;

(3) whether they have the right to vote;

(4) Instructions to vote for, against or abstain from voting on each item to be considered on the agenda of the general meeting of shareholders;

(5) The date of issuance and the period of validity of the power of attorney;

(6) The client's signature (or seal). If the settlor is a legal person shareholder or a shareholder of a partnership, the seal of the legal entity or partnership shall be affixed.

Article 28 The power of attorney shall indicate whether the shareholder's agent is if the shareholder does not give specific instructions

You can vote as you wish.

Article 29: Where the power of attorney for proxy voting is signed by the delegator authorized by others, it is authorized to be signed

The power of attorney or other authorization documents shall be notarized. A notarized power of attorney or other power of attorney, as well as a proxy to vote, must be placed at the company's domicile or such other place as may be specified in the notice of 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 shareholders' meeting of the company as a representative.

If the principal is a partnership, its executive partner or the executive partner's designated representative, or a person authorized by the resolution of the partners' meeting or other decision-making bodies, shall attend the company's general meeting of shareholders as a representative.

Article 30 The company is responsible for making the meeting register of the attendees. Register of Meetings

The name (or unit name), ID number, address, amount of shares held or represented with voting rights, and the name (or unit name) of the person participating in the meeting.

Article 31 The convener and the lawyer hired by the company will register in accordance with the securities of the place where the company's shares are listed

The register of shareholders provided by the clearing institution and the securities regulatory rules of the place where the company's shares are listed jointly verify the legitimacy of the shareholders' qualifications, 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 until the presiding officer announces the number of shareholders and proxies present at the meeting and the total number of shares with voting rights held at the meeting.

Article 32 When the company convenes a general meeting of shareholders, all directors, supervisors and the secretary of the board of directors shall be elected

The general manager and other senior management personnel shall attend the meeting. On the premise of complying with the securities regulatory rules of the place where the company's shares are listed, the aforesaid persons may attend or attend the meeting through the Internet, video, telephone or other methods with equivalent effect.

Article 33 The general meeting of shareholders shall be presided over by the chairman of the board. The chairman of the board of directors is unable to perform his duties or does not perform his duties

During the business period, one director is jointly elected by more than half of the directors.

The chairman of the board of supervisors shall preside over the general meeting of shareholders convened by the board of supervisors on its own. If the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, one of the supervisors shall preside over the meeting by one of the supervisors jointly elected by more than half of the supervisors.

A general meeting of shareholders convened by shareholders shall be presided over by a representative nominated by the convener.

When convening a general meeting of shareholders, if the presiding officer of the meeting violates these rules and makes it impossible for the general meeting of shareholders to continue, the general meeting of shareholders may nominate one person to serve as the presiding officer of the meeting and continue the meeting with the consent of more than half of the shareholders with voting rights present at the meeting.

Chapter VII Consideration and Voting on Proposals

Article 34 The general meeting of shareholders shall deliberate and vote on the topics in the order listed in the notice of the meeting.

Article 35 The presiding officer or his/her designated personnel shall make necessary explanations or issue necessary explanations on various topics

to file.

Article 36 When the board of supervisors deems it necessary, it may express its opinions on the topics to be deliberated at the general meeting of shareholders

and submit an independent report.

Article 37 When the general meeting of shareholders deliberates on related party transactions, the shares that are related to the matter

The Shareholders (including the Shareholders' Representatives) may explain their views to the shareholders present in accordance with the procedures of the General Meeting and explain the challenges of other shareholders.

Article 38 At the annual general meeting of shareholders, the board of directors and the board of supervisors shall make a report on the past year

The work shall be reported to the general meeting of shareholders, and each independent director shall also make a report on his or her work. The annual report of independent directors shall be disclosed at the latest when the company issues the notice of annual general meeting.

Article 39 Directors, supervisors and senior managers shall inquire about shareholders at the general meeting of shareholders

and suggested explanations and clarifications.

Article 40: In any of the following circumstances, the presiding officer may refuse to answer the question, but shall ask the question

Explain the reasons:

(1) The question has nothing to do with the topic;

(2) The matter of inquiry is to be investigated;

(3) Answering questions will reveal the company's trade secrets, or obviously damage the common interests of the company or shareholders;

(4) Other important reasons.

Article 41: The presiding officer may adjourn the meeting when he or she deems it necessary.

Article 42 The general meeting of shareholders shall vote by registered vote.

The annual general meeting of shareholders and the general meeting of shareholders proposed to be convened at the request of the board of supervisors, independent directors or shareholders shall not adopt the method of communication voting; When the Extraordinary General Meeting of Shareholders deliberates the following matters, it shall not adopt the method of voting by means of communication:

(1) The company increases or decreases its registered capital;

(2) Issuance of corporate bonds;

(3) the division, merger, dissolution, liquidation or change of the form of the company;

(4) Amendments to the Articles of Association;

(5) Profit distribution plan and loss recovery plan;

(6) The appointment and dismissal of members of the board of directors and the board of supervisors;

(7) Change the use of fundraising funds;

(8) related party transactions that need to be deliberated by the general meeting of shareholders;

(9) Acquisition or sale of assets subject to deliberation by the general meeting of shareholders;

(10) Change of accounting firm;

(11) Other matters that shall not be voted on by communication as stipulated in the Articles of Association.

Article 43 Shareholders (including shareholders' representatives) have the right to speak at the general meeting of shareholders

The number of voting shares represented shall exercise one vote for each share, unless individual shareholders are required to abstain from voting rights on specific matters in accordance with the provisions of the securities regulatory rules of the place where the company's shares are listed. Shareholders (including shareholders' proxies) with two or more voting rights are not required to vote in favor or against all voting rights at the time of voting.

When the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of separate vote counting shall be promptly and publicly disclosed.

The company holds its own shares without voting rights, and such shares are not included in the total number of shares with voting rights present at the general meeting of shareholders.

Subject to applicable laws and regulations and the Hong Kong Listing Rules, if any shareholder is required to abstain from voting on a resolution or restrict any shareholder from voting for (or against) a resolution, the number of votes cast by such shareholders or their representatives in contravention of the relevant requirement or restriction shall not be counted in the total number of voting shares.

The board of directors, independent directors, shareholders holding more than 1% of the voting shares, or in accordance with the law, the line

Investor protection institutions established by government regulations, securities regulatory rules of the place where the company's shares are listed, or regulations of the China Securities Regulatory Commission may publicly solicit shareholder voting rights. The solicitation of shareholders' voting rights shall fully disclose the specific voting intention and other information to the person being solicited. It is forbidden to solicit shareholders' voting rights by means of compensation or disguised compensation. Except for the statutory conditions, the Company shall not impose a minimum shareholding restriction on the solicitation of voting rights.

Article 44 The presiding officer of the meeting shall announce the shareholders and proxies attending the meeting before voting

The number of shareholders and proxies present at the meeting and the total number of shares with voting rights are subject to the registration of the meeting.

Article 45 When a shareholder is related to the matters to be considered at the general meeting of shareholders, he or she shall recuse himself from voting.

The voting shares held by it shall not be included in the total number of shares with voting rights attending the general meeting of shareholders.

Article 46 The general meeting of shareholders shall vote on all proposals one by one. Different questions were made on the same matter

shall be voted on in the order in which the motions are submitted. Except for the suspension or inability to make a resolution at the general meeting of shareholders due to force majeure or other special reasons, the general meeting of shareholders shall not put the proposal on hold or not vote.

Article 47 When the general meeting of shareholders deliberates the proposal, the proposal shall not be amended

The change shall be treated as a new proposal and shall not be voted on at this general meeting.

Article 48 When the general meeting of shareholders votes on the election of directors and supervisors, it shall be in accordance with the Articles of Association

or the resolution of the general meeting of shareholders, a cumulative voting system may be implemented. If the proportion of shares owned by a single shareholder of the company and its persons acting in concert is 30% or more, the cumulative voting system shall be implemented. Where two or more independent directors are elected at the general meeting of shareholders, a cumulative voting system shall be implemented. In addition to adopting the cumulative voting system to elect directors and supervisors, each candidate for directors and supervisors shall be put forward as a single proposal and voted on one by one, except for the election of directors and supervisors by the cumulative voting system.

Article 49 The same voting right can only be selected in person, online or other voting methods.

In the event of duplicate voting of the same voting right, the result of the first vote shall prevail.

Article 50 Shareholders attending the general meeting of shareholders shall express the following opinions on the proposals submitted for voting

1. Consent, Objection or Abstention. The securities depository and clearing institution is the nominee holder of the stocks of the Stock Connect between the Mainland and Hong Kong, except for those who declare according to the intention of the actual holder.

Votes that are not filled, incorrect, illegible or not cast shall be deemed to have waived the voting rights of the voter, and the voting result of the number of shares held by the voter shall be counted as "abstention".

Article 51 Before the general meeting of shareholders votes on the proposal, two shareholder representatives shall be elected to participate

Counting and scrutiny. If the matters under consideration are related to the shareholders, the relevant shareholders and their agents shall not participate in the counting and scrutiny.

When the general meeting of shareholders votes on the proposal, the lawyer, the shareholder representative and the supervisor representative shall be jointly responsible for counting and scrutinizing the votes, and the voting results shall be announced on the spot, and the voting results of the resolution shall be recorded in the meeting minutes.

Shareholders of the company or their proxies who vote online or by other means have the right to check their voting results through the corresponding voting system.

Article 52 The on-site end time of the general meeting of shareholders shall not be earlier than the host of the meeting through the Internet or other means

The holder shall announce the voting and results of each proposal, and announce whether the proposal has passed or not according to the voting situation.

Before the official announcement of the voting results, the company, 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 be obliged to keep the voting situation confidential.

Chapter VIII Resolutions and Implementation of the General Meeting of Shareholders

Article 53: The convener shall ensure that the general meeting of shareholders is held continuously until a final resolution is formed.

If the general meeting of shareholders is suspended or cannot be resolved due to force majeure or other special reasons, 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 an announcement in a timely manner. At the same time, the convener shall report to the local agency of the China Securities Regulatory Commission and the stock exchange where the company is located.

Article 54 The resolutions of the general meeting of shareholders are divided into ordinary resolutions and special resolutions.

An ordinary resolution made at a general meeting of shareholders shall be passed by more than 1/2 of the voting rights held by shareholders (including shareholders' representatives) present at the general meeting.

A special resolution made at a general meeting of shareholders shall be passed by more than two-thirds of the voting rights held by shareholders (including shareholders' representatives) present at the general meeting.

Article 55 The following matters shall be passed by ordinary resolutions of the general meeting of shareholders:

(1) Work reports of the Board of Directors and the Board of Supervisors;

(2) The profit distribution plan and loss recovery plan formulated by the board of directors;

(3) The appointment and dismissal of members of the board of directors and the board of supervisors, as well as their remuneration and payment methods;

(4) The company's annual budget plan and final account plan;

(5) The company's annual report;

(6) Other matters other than those stipulated by laws, administrative regulations, the securities regulatory rules of the place where the company's shares are listed or the articles of association of the company shall be passed by special resolution.

Article 56 The following matters shall be passed by a special resolution of the general meeting of shareholders:

(1) The company increases or decreases the registered capital;

(2) the division, merger, dissolution and liquidation of the company;

(3) Amendments to the Articles of Association;

(4) The company's purchase or sale of major assets within one year exceeds 30% of the company's latest audited total assets;

(5) Equity incentive plan;

(6) Other matters stipulated by laws, administrative regulations, securities regulatory rules of the place where the company's shares are listed or the Articles of Association, as well as other matters that need to be passed by special resolution as determined by ordinary resolutions of the general meeting of shareholders to have a significant impact on the company.

Article 57 Without the approval of the general meeting of shareholders by a special resolution, the company shall not cooperate with the directors and general managers

and other persons other than senior management to enter into contracts to which that person is responsible for the management of all or significant business of the company.

Article 58: The voting on each item under consideration shall be announced on the spot by the representative of the teller

Outcome. The presiding officer of the meeting decides whether the resolution of the general meeting of shareholders is passed according to the voting results, and shall announce the voting results at the meeting. The result of the vote on the resolution is recorded in the minutes of the meeting.

Article 59 The presiding officer of a meeting may have any doubts about the outcome of a resolution submitted for voting

Organize the counting of votes cast; If the presiding officer of the meeting does not count the votes, and the shareholders or shareholders' representatives present at the meeting have objections to the announcement of the results by the presiding officer of the meeting, they have the right to request the counting of votes immediately after the announcement of the voting results, and the presiding officer of the meeting shall immediately organize the counting of votes.

Article 60 The resolution of the general meeting of shareholders shall be announced in a timely manner, and the shareholders attending the meeting shall be listed in the announcement

and the number of proxies, the total number of voting shares held and their proportion to the total number of voting shares of the company, the method of voting, the voting results of each proposal and the details of the resolutions passed.

Article 61 If the proposal is not passed, or the resolution of the previous general meeting of shareholders is changed

shall make a special reminder in the resolution of the general meeting of shareholders.

Article 62 Where the general meeting of shareholders passes the proposal on the election of directors and supervisors, the new directors and supervisors

The date of incorporation is the date on which the election proposal is voted on at the general meeting of shareholders.

Article 63 Where the general meeting of shareholders passes the proposal on cash distribution, share gift or capital reserve conversion into share capital,

The company shall implement the specific plan within 2 months after the end of the general meeting of shareholders. If the specific plan cannot be implemented within 2 months in accordance with the provisions of laws and regulations and the securities regulatory rules of the company's listing place, the implementation date can be adjusted accordingly in accordance with the relevant provisions and as appropriate.

Article 64 The content of the resolution of the general meeting of shareholders of the company shall be invalid if it violates laws and administrative regulations.

If the convening procedures and voting methods of the general meeting of shareholders violate laws, administrative regulations or the Articles of Association, or the content of the resolution violates the Articles of Association, the shareholders may request the people's court to revoke the resolution within 60 days from the date on which the resolution is made.

Chapter IX Meeting Minutes and Witnesses and Notarization

Article 65 The company shall be responsible for making the signature book of the persons attending the meeting. Participation is indicated in the signature book

The name of the meeting member (or the name of the unit), the ID number, the address, the amount of shares held or represented with voting rights, the name of the representative (or the name of the unit), etc.

Article 66 The secretary of the board of directors shall be responsible for the minutes of the general meeting of shareholders, and the minutes of the meeting shall be recorded

Following:

(1) The time, place, agenda, and name of the convener of the meeting;

(2) The name of the presiding officer of the meeting and the directors, supervisors, secretary of the board of directors, general manager and other senior management personnel attending or attending the meeting;

(3) The number of shareholders and proxies attending the meeting, the total number of shares with voting rights held and the proportion of the total number of shares of the company;

(4) the deliberation process, main points of the speech, and the voting results of each proposal;

(5) Shareholders' inquiries or suggestions and corresponding replies or explanations;

(6) The name of the lawyer, teller, and scrutineer;

(7) Other contents that shall be included in the minutes of the meeting as stipulated in the Articles of Association.

The convener shall ensure that the content of the meeting minutes is true, accurate and complete. The directors, the secretary of the board of directors, the convener or their representatives, and the presiding officer of the meeting attending the meeting shall sign the minutes of the meeting. The minutes of the meeting shall be kept together with the signature book of the shareholders present at the scene, the proxy letter of proxy attendance, and the valid information on the voting situation through the Internet and other means, and the retention period shall not be less than 10 years.

Chapter X: Supplementary Provisions

Article 67 Except for the relevant national laws, administrative regulations and securities supervision of the place where the company's shares are listed

As otherwise expressly referred to in the Rules, the term "independent director" in these Rules has the same meaning as "independent non-executive director" in the Hong Kong Listing Rules.

Article 68: Matters not covered in these Rules shall be governed by relevant national laws, administrative regulations, and normative documents

If these rules conflict with the laws, administrative regulations, normative documents, securities regulatory rules of the place where the company's shares are listed and the provisions of the articles of association, these rules shall be revised in a timely manner.

Article 69 The Board of Directors of the Company shall be responsible for formulating, interpreting and revising these Rules.

Article 70 These rules shall be deliberated and approved by the general meeting of shareholders of the company, and shall be issued by the company for overseas listing

shares (H Shares) are effective on the date of listing on The Stock Exchange of Hong Kong Limited. After these rules come into effect, the original Rules of Procedure of the General Meeting of Shareholders of the Company will automatically become invalid.

Shandong Tianyue Advanced Technology Co., Ltd

January 27, 2025