Shandong Tianyue Advanced Technology Co., Ltd

Rules of Procedure of the Board of Supervisors (Draft)

(Applicable after the listing of H-share issuance)

Chapter I: General Provisions

Article 1 In order to further standardize the deliberations and voting procedures of the board of supervisors of Shandong Tianyue Advanced Technology Co., Ltd. (hereinafter referred to as the "Company"), promote the supervisors and the board of supervisors to effectively perform their supervisory duties, and improve the corporate governance structure of the company, in accordance with the Company Law of the People's 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 Code of Governance for Listed Companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The Articles of Association of Shandong Tianyue Advanced Technology Co., Ltd. (hereinafter referred to as the "Articles of Association") and other relevant provisions are formulated to formulate these rules.

Article 2 Composition of the Board of Supervisors

The company has a board of supervisors. The Board of Supervisors is composed of 3 Supervisors, and the Board of Supervisors has 1 chairman, who is chaired by all Supervisors

Half are elected. Directors and senior managers shall not concurrently serve as supervisors.

The Chairman of the Board of Supervisors convenes and presides over the meetings 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, more than half of the supervisors shall jointly nominate one supervisor to convene and preside over the meeting of the board of supervisors.

The board of supervisors shall include representatives of shareholders and an appropriate proportion of employee representatives of the company, of which the proportion of employee representatives shall not be less than 1/3. The employee representatives on the board of supervisors shall be democratically elected by the employees of the company through the employee congress, the employee congress or other forms.

The term of office of the Supervisors is three years. Supervisors nominated by shareholders shall be elected or replaced by the general meeting of shareholders, and supervisors appointed by employees shall be elected or replaced by the employees of the company through the employee congress, the employee congress or other forms, and the supervisors may be re-elected.

Article 3 Supervisors shall be independent in performing their duties and shall not be interfered with or obstructed by the directors, senior managers and other personnel of the Company. The Company shall protect the right to know of the supervisors and provide necessary assistance for the supervisors to perform their duties normally. The expenses for the work of the board of supervisors and the reasonable expenses required for the performance of their duties shall be borne by the company.

Chapter II Supervisors

Article 4 Supervisors shall possess the following qualities:

(2) Perform duties in good faith, diligence, and faithfulness;

(3) Have professional knowledge and work experience in law, finance, accounting, etc.;

(4) Have the ability to communicate with shareholders, employees and other relevant stakeholders.

Article 5 A person who has the circumstances specified in Article 178 of the Company Law and who has been determined by the China Securities Regulatory Commission to be prohibited from entering the market and whose prohibition has not been lifted shall not serve as a supervisor of the company.

Article 6 Supervisors shall abide by laws, regulations and the Articles of Association, perform their obligations of good faith and diligence, and safeguard the interests of the Company. When its own interests conflict with the interests of the company and shareholders, the best interests of the company and shareholders should be the code of conduct.

Article 7 Unless authorized by the Board of Supervisors, any act of a Supervisor shall be made in the form of a resolution of the Board of Supervisors in order to be valid.

Article 8 In accordance with the provisions of the Articles of Association or without the legal authorization of the Board of Supervisors, no supervisor shall act on behalf of the Company or the Board of Supervisors in his or her own name. In the event that a supervisor acts in his or her own capacity, the auditor shall declare his or her position and identity in advance if a third party reasonably believes that the auditor is acting on behalf of the company or the board of supervisors.

Article 9 When an individual supervisor or other enterprise under his or her position or control directly or indirectly has related party transactions with existing or planned contracts, transactions or arrangements of the Company (except for employment contracts), the nature and extent of the related party transactions shall be disclosed to the Board of Directors or the Board of Supervisors as soon as possible, regardless of whether the relevant matters generally require the approval of the Board of Directors or the Board of Supervisors.

The Company shall have the right to rescind the contract, transaction or arrangement, unless the supervisor of a related party transaction has disclosed to the board of directors or the board of supervisors in accordance with the requirements of the preceding paragraph of this article, and the board of directors or the board of supervisors has approved the matter, unless the other party is a bona fide third party.

Article 10 If the supervisors of the company notify the board of directors in writing before the company first considers entering into relevant contracts, transactions or arrangements, stating that the contracts, transactions and arrangements reached by the company in the future have an interest relationship with them due to the contents listed in the notice, the relevant supervisors shall be deemed to have made the disclosure specified in Article 9 of these rules within the scope specified in the notice.

Article 11 If a supervisor fails to attend the meeting in person twice in a row or does not entrust other supervisors to attend the meeting of the board of supervisors on his behalf, he or she shall be deemed unable to perform his duties and automatically lose his or her qualifications as a supervisor, and the board of supervisors shall recommend that the general meeting of shareholders remove him.

Article 12 The Company shall not pay taxes or pay expenses to the Supervisors in any form.

Article 13 Supervisors may resign before the expiration of their term of office. The resignation of a supervisor shall be submitted to the board of supervisors, and the resignation report shall take effect immediately without the approval of the general meeting of shareholders. However, the following circumstances are excluded:

(1) the circumstances provided for in Article 14 of these Rules;

(2) The supervisor is performing his or her duties and his or her responsibilities have not been discharged;

(3) The company is or will become the target company of the acquisition or merger.

Article 14 If the resignation of a supervisor may lead to the failure of the board of supervisors to reach the statutory minimum number stipulated in the Company Law, the resignation report of the supervisor shall take effect only after the by-election of new supervisors.

The remaining supervisors shall propose to convene an extraordinary general meeting of shareholders as soon as possible to elect new supervisors to fill the vacancies caused by the resignation of the supervisors, and before the general meeting of shareholders makes a resolution on the election of supervisors, the powers of the supervisors who submit their resignations and the remaining supervisors shall be reasonably limited, and the original supervisors shall still perform their duties as supervisors in accordance with the provisions of laws, administrative regulations and the Articles of Association before the re-elected supervisors take office.

Article 15 The resignation report of a supervisor has not yet taken effect and within a reasonable period of time after it takes effect, his obligations to the company and shareholders shall not be automatically discharged, and his obligation to keep the company's trade secrets confidential shall remain valid after the end of his term of office until the secret becomes public information, and the duration of other obligations shall be determined according to the principle of fairness, depending on the length of time between the occurrence of the incident and his resignation, and the circumstances and conditions under which the relationship between the outgoing supervisor and the company ends.

Supervisors whose term of office has not yet expired shall be liable for compensation if the company suffers losses due to their unauthorized resignation.

Supervisors who have responsibilities to the company cannot resign because they have certain responsibilities that have not been relieved, or who leave their posts without passing the audit and cause losses to the company shall be liable for compensation.

Chapter III Duties and Obligations of Supervisors

Article 16 Supervisors shall have the following functions and powers:

(1) Inspect the company's financial status, check the company's financial books and other accounting materials, and review the company's financial activities;

(2) Have the right to understand and inspect the company's business activities, inspect the company's major investment decisions and implement the resolutions of the general meeting of shareholders;

(3) Check the report to be submitted to the general meeting of shareholders by the board of directors of the company, and the company's financial budget plan and decision

calculation plan, profit distribution plan and other related proposals;

(4) Supervise whether the directors, general managers and other senior management personnel of the company have violated laws, regulations, the Articles of Association and the resolutions of the general meeting of shareholders when performing the duties of the company;

(5) Supervise whether the behavior of the company's directors, general managers and other senior management personnel harms the interests of the company;

(6) Inspect whether the company's labor wage plan and employee welfare benefits infringe upon the legitimate rights and interests of employees;

(7) When a major problem occurs in the company, or the directors, general managers and other senior management personnel violate laws, regulations and the Articles of Association, or the above-mentioned persons damage the interests of the company, they have the right to propose to convene a meeting of the board of supervisors of the company;

(8) The directors and general managers of the company have the right to propose to the board of directors to replace the directors or dismiss the general manager for the illegal acts, acts that damage the major interests of the company or major dereliction of duty, and report to the general meeting of shareholders or the board of directors after being voted by the board of supervisors;

(9) Attend the meeting of the board of directors of the company as an observer, and make questions or suggestions on the resolutions of the board of directors;

(10) When necessary, supervisors may independently hire intermediaries to provide assistance in the performance of their duties;

(11) It has the right to exercise other supervisory powers in accordance with the provisions of the Articles of Association and the entrustment of the Board of Supervisors.

Article 17 Supervisors shall abide by the provisions of laws, administrative regulations and the Articles of Association, perform the obligations of good faith and diligence, and safeguard the interests of the company.

Article 18 Supervisors shall not use their position and authority in the company to seek personal interests for themselves, shall not use their authority to accept bribes or other illegal income, and shall not embezzle the company's property.

Article 19 Supervisors shall not divulge company secrets except in accordance with the provisions of law or with the consent of the general meeting of shareholders.

Article 20 When performing the duties of the company, the supervisor shall be liable for compensation if he or she violates the provisions of laws, administrative regulations or the articles of association of the company and causes losses to the company.

Chapter IV The Board of Supervisors and the Functions and Powers of the Board of Supervisors

Article 21 The Board of Supervisors is the supervisory body established by the Company in accordance with the law and is responsible to the General Meeting of Shareholders of the Company. The Board of Supervisors exercises the functions and powers conferred by the Company Law, the Articles of Association and other laws and regulations.

Article 22 The Board of Supervisors shall exercise the following functions and powers:

(1) The periodic report of the company prepared by the board of directors shall be reviewed and written review opinions shall be submitted;

(2) Inspect the company's financial statements;

(3) To supervise the performance of the duties of directors and senior managers, and to propose the removal of directors and senior managers who violate laws, administrative regulations, the Articles of Association or resolutions of the general meeting of shareholders;

(4) When the behavior of directors and senior management personnel harms the interests of the company, require the directors and senior management personnel to make corrections;

(5) To propose the convening of an extraordinary general meeting of shareholders to convene and preside over a general meeting of shareholders when the board of directors fails to perform its duties of convening and presiding over a general meeting of shareholders as stipulated in the Company Law;

(6) To make proposals to the general meeting of shareholders;

(7) Initiating litigation against directors and senior management personnel in accordance with the provisions of Article 189 of the Company Law;

(8) If the company's business situation is found to be abnormal, an investigation may be conducted; When necessary, accounting firms, law firms and other professional institutions can be hired to assist in their work, and the cost shall be borne by the company;

(9) Other functions and powers stipulated by laws, regulations, securities regulatory rules of the place where the company's shares are listed and the articles of association of the company.

The board of supervisors may require directors and senior management to submit reports on the performance of their duties. Directors and senior managers shall truthfully provide relevant information and materials to the board of supervisors, and shall not obstruct the board of supervisors or the exercise of their powers.

Article 23 The Board of Supervisors may require directors, general managers and other senior managers, internal auditors and external auditors to attend meetings of the Board of Supervisors and answer questions of concern to the Board of Supervisors.

Chapter 5 Convening, Notification and Attendance at Meetings of the Board of Supervisors

Article 24 The Board of Supervisors shall hold a meeting at least once every six months. Supervisors may propose to convene an interim meeting of the Board of Supervisors.

The chairman of the board of supervisors shall convene the meeting of the board of supervisors and notify all supervisors in writing by fax, letter, e-mail or other means 10 days before the regular meeting and 5 days before the extraordinary meeting. On the premise of ensuring that the supervisors fully express their opinions, the interim board of supervisors may also fax or mail to the company by video, fax or telephone, and the supervisors attending the meeting sign the resolution of the meeting.

Article 25 Except for special reasons such as emergency and force majeure, the meetings of the board of supervisors shall be held by on-site, video or telephone conference. In case of emergency

In case of force majeure and other special reasons that cannot be held on-site, video or telephone conferences, on the premise of ensuring that the supervisors fully express their opinions, they may use communication methods (such as personal delivery or fax, etc.) to carry out and make a resolution, which shall be signed and voted by the supervisors attending the meeting. If the number of supervisors voting on the proposal reaches the statutory proportion within the deadline specified in the notice, the proposal shall become a resolution of the Board of Supervisors.

The presiding officer of the meeting shall ask the supervisors attending the meeting to express clear opinions on each proposal. The presiding officer of the meeting may, at the suggestion of the supervisors, require the directors, senior managers, other employees of the company or business personnel of relevant intermediaries to attend the meeting and accept questions.

Article 26 Under any of the following circumstances, the chairman of the board of supervisors shall convene a meeting of the interim board of supervisors within 10 working days:

(1) When the chairman of the board of supervisors deems it necessary;

(2) When more than one-third of the supervisors jointly propose.

Article 27 In case of special circumstances, if the chairman of the board of supervisors is unable to perform or fails to perform the duties of convening the board of supervisors, more than half of the supervisors shall jointly nominate one of the supervisors to convene and preside over the meeting of the board of supervisors.

Article 28 The notice of the meeting of the board of supervisors shall include:

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

(2) Matters to be considered (meeting proposals);

(3) The convener and presiding officer of the meeting, the proposer of the extraordinary meeting and their written proposals;

(4) Meeting materials necessary for the voting of supervisors;

(5) The requirement that the supervisor shall attend the meeting in person;

(6) The date, contact person and contact information of the notice.

Article 29 When convening a meeting of the Board of Supervisors, the Board of Supervisors shall notify all supervisors in advance at the prescribed time and provide sufficient materials, including relevant background information on the topics of the meeting and information and data that will help the supervisors understand the progress of the Company's business.

Article 30 A meeting of the board of supervisors shall be valid only when more than half of the supervisors are present.

Article 31 Supervisors shall have the obligation to attend the meetings of the Board of Supervisors in person. If a supervisor is unable to attend the meeting for any reason, he or she may entrust another supervisor in writing to attend the meeting of the board of supervisors on his behalf.

The power of attorney shall state the agent's name, matters to be represented, authority and validity period, and shall be signed or sealed by the principal. Supervisors who attend the meeting on their behalf shall exercise the rights of supervisors within the scope of their authorization.

If a supervisor fails to attend a meeting of the board of supervisors or entrusts a representative to attend, he or she shall be deemed to have given up voting at that meeting

Tickets.

Chapter VI Agenda and Proposals of the Board of Supervisors Meeting

Article 32 The proposal of the board of supervisors shall meet the following requirements:

(1) The content of the proposal does not contradict the provisions of national laws, regulations and the Articles of Association, and belongs to the company's business scope and the scope of responsibility of the board of supervisors;

(2) The proposal must be in line with the interests of the company and shareholders;

(3) The proposal has clear topics and specific matters;

(4) Proposals must be submitted in writing.

Article 33 The agenda of the meeting of the board of supervisors shall be determined by the chairman of the board of supervisors. In addition to the pre-determined proposals, the Board of Supervisors may determine new proposals during the holding period according to the specific circumstances.

When the board of supervisors decides on a new proposal, it shall ensure that sufficient information is provided, including relevant background information and relevant information that is helpful for the supervisors to understand. When two or more supervisors consider that the information is insufficient or the argumentation is not clear, they may jointly submit a written proposal to the board of supervisors not to join the new proposal or deliberate the proposal at the next meeting of the board of supervisors, and the board of supervisors shall adopt it.

Article 34 If a supervisor has a proposal or agenda that needs to be submitted to the board of supervisors for discussion, it shall be submitted to the board of supervisors in writing in advance, and the chairman of the board of supervisors shall decide whether to include it in the agenda. If it is decided not to be included in the agenda, the reasons shall be given at the meeting. If it is decided to be included in the agenda, reference shall be made to the provisions of Article 33 of these rules.

Article 35 If a supervisor temporarily proposes a proposal during a meeting of the board of supervisors, the chairman of the board of supervisors shall decide whether to include it in the agenda of the meeting, and if it decides not to include it in the agenda, it is not necessary to explain any reason, and if it is decided to include it in the agenda, it shall refer to the provisions of Article 33 of these Rules.

Chapter VII Voting at the Meeting of the Board of Supervisors

Article 36 The voting method for resolutions of the board of supervisors shall be a show of hands or a vote, and each supervisor shall have one vote.

Article 37 The board of supervisors shall vote on all the proposals on the agenda one by one, and the supervisors of all proposals involving related party transactions shall abstain from voting, and the number of votes held by them shall not be included in the total number of valid votes.

Chapter VIII Resolutions of the Board of Supervisors

Article 38 The resolution of the board of supervisors must be passed by more than half of all the supervisors.

Article 39 The meeting of the board of supervisors shall form a written resolution. The announcement of the resolution of the board of supervisors shall be handled by the secretary of the board of directors in accordance with the relevant provisions of the securities regulatory rules of the place where the company's shares are listed.

Article 40 The resolution of the board of supervisors shall be signed by the supervisors attending the meeting.

Article 41 Supervisors shall be responsible for the resolutions of the board of supervisors. If the resolution of the board of supervisors violates laws and regulations or the Articles of Association, and the company suffers losses, the supervisors participating in the resolution shall be liable for compensation to the company. However, if it is proved that the dissent was expressed at the time of voting and recorded at the meeting, the supervisor may be exempted from liability.

Chapter 9 Minutes of the Board of Supervisors

Article 42 The meeting of the board of supervisors shall have a record, and the supervisors and recorders attending the meeting shall sign the minutes. Supervisors present at the meeting have the right to request that the minutes of the meeting be made an explanatory record of their speeches at the meeting. If the supervisor has different opinions on the minutes of the meeting, he or she may make a written explanation at the time of signing, and at the same time complete the necessary reports or announcements (if necessary) in accordance with the securities regulatory rules of the place where the company's shares are listed and the regulations of the stock exchange.

Article 43 The minutes of the meeting of the Board of Supervisors shall include the following contents:

(1) The time, place, and manner of the session and convening;

(2) the issuance of the notice of the meeting;

(3) The convener and presiding officer of the meeting;

(4) Attendance at the meeting;

(5) An explanation of the procedures and convening of the meeting;

(6) The proposals deliberated at the meeting, the main points and main opinions of each supervisor on relevant matters, and the voting intention on the proposals;

(7) The voting method and voting results of each proposal (indicating the specific number of votes agreed, against, and abstained);

(8) Other matters that the supervisors attending the meeting believe should be recorded.

Article 44 The minutes of the board of supervisors shall be complete and true. The minutes of the meeting of the board of supervisors shall be properly kept as the main files of the company, so as to be an important basis for clarifying the responsibilities of the supervisors in the future.

Article 45 The minutes of the board of supervisors shall be kept by the secretary of the board of directors for a period of not less than 10 years.

Chapter 10 Miscellaneous

Article 46 The board of supervisors shall appoint full-time personnel with a strong professional level to handle daily work, and when necessary, may set up an office of the board of supervisors, with the chairman of the board of supervisors concurrently serving as the person in charge of the office of the board of supervisors. The chairman of the board of supervisors may designate a representative of the company's securities affairs or other personnel to assist him in handling the daily affairs of the board of supervisors, so as to ensure the implementation of the functions of the board of supervisors.

Chapter XI: Supplementary Provisions

Article 47 Matters not covered in these rules shall be implemented in accordance with the provisions of relevant national laws, administrative regulations, normative documents, securities regulatory rules of the place where the company's shares are listed and the articles of association of the company.

Article 48 The Board of Supervisors of the Company shall be responsible for formulating, interpreting and amending these Rules.

Article 49 These Rules shall be deliberated and approved by the general meeting of shareholders of the Company and shall come into effect from the date of listing of the overseas listed ordinary shares (H shares) issued by the Company on the Stock Exchange of Hong Kong Limited. After these rules come into effect, the original Rules of Procedure of the Board of Supervisors of the Company will automatically become invalid.

Shandong Tianyue Advanced Technology Co., Ltd

January 27, 2025