Iceberg Cold & Heat Technology Co., Ltd.

Rules of Procedure for Shareholders’ Meetings

（ First Extraordinary Meeting of 2025 Shareholder big Will deliberate Through)

 

Chapter 1 General Provisions

Article 1 In order to standardize the conduct of Bingshan Cold & Heat Technology Co., Ltd. (the “Company”) and to ensure that the Shareholders’ Meeting exercises its powers in accordance with the law, these Rules are hereby formulated pursuant to the provisions of the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”) and the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”).

Article 2: These Rules shall apply to matters relating to the convening, proposal submission, notice issuance, and holding of the Company’s Shareholders’ Meeting.

Article 3 The Company shall convene shareholders’ meetings in strict accordance with the relevant provisions of laws, administrative regulations, the Articles of Association, and these Rules, so as to ensure that shareholders can exercise their rights in accordance with the law.

The board of directors of the company shall faithfully discharge its duties and diligently convene shareholders’ meetings in a timely manner. All directors of the company shall exercise due diligence and fulfill their responsibilities to ensure that shareholders’ meetings are duly convened and that the board exercises its powers in accordance with the law.

Article 4 The shareholders’ meeting shall exercise its powers within the scope prescribed by the Company Law and the company’s articles of association.

Article 5 The Shareholders’ Meeting shall be divided into an Annual Shareholders’ Meeting and an Extraordinary Shareholders’ Meeting. The Annual Shareholders’ Meeting shall be held once a year and must be convened within six months after the end of the preceding fiscal year. The Extraordinary Shareholders’ Meeting shall be convened on an irregular basis; where any of the circumstances set forth in Article 113 of the Company Law arises, the Extraordinary Shareholders’ Meeting shall be convened within two months. If the Company is unable to convene the Shareholders’ Meeting within the aforementioned time limit, it shall report the situation to the Dalian Regulatory Bureau of the China Securities Regulatory Commission and the Shenzhen Stock Exchange, explain the reasons therefor, and make a public announcement.

(1) When the number of directors is less than two-thirds of the number prescribed by the Company Law or by the company’s articles of association;

(2) When the company’s uncompensated losses reach one-third of its total share capital;

(3) Upon request by a shareholder or shareholders who, individually or collectively, hold more than ten percent of the company’s shares;

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

(5) When the Audit Committee proposes to convene a meeting;

(6) Other circumstances stipulated by laws, administrative regulations, departmental rules, or the company’s articles of association.

The number of shares held as referred to in the preceding paragraph (3) shall be calculated as of the date on which the shareholder makes the request.

Article 6: When the Company convenes a shareholders’ meeting, it shall engage counsel to issue a legal opinion on the following matters and make such opinion public:

(1) Whether the procedures for convening and holding the meeting comply with the provisions of laws, administrative regulations, the company’s articles of association, and these Rules;

(2) Whether the qualifications of the attendees and the convener are lawful and valid;

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

(4) Legal opinions issued on other relevant matters as required by the Company.

Chapter 2: Nature and Powers of the Shareholders’ Meeting

Article 7 The Board of Directors shall convene the Shareholders’ Meeting on time within the period specified in Article 5 of these Rules.

Article 8: With the approval of more than half of all independent directors, the independent directors shall have the right to propose to the Board of Directors the convening of an extraordinary general meeting of shareholders. Upon receipt of such a proposal, the Board of Directors shall, in accordance with applicable laws, administrative regulations, and the Articles of Association, provide a written response within ten days indicating whether it approves or disapproves the convening of the extraordinary general meeting.

If the board of directors approves the convening of an extraordinary general meeting of shareholders, it shall issue a notice of the meeting within five days after adopting the board resolution; if the board of directors does not approve the convening of such a meeting, it shall state the reasons therefor and make a public announcement.

Article 9. The Audit Committee shall submit a written proposal to the Board of Directors for convening an extraordinary general meeting of shareholders. Upon receipt of such proposal, the Board of Directors shall, in accordance with applicable laws, administrative regulations, and the company’s articles of association, provide a written response within ten days indicating whether it approves or disapproves the convening of the extraordinary general meeting.

If the Board of Directors approves the convening of an extraordinary general meeting of shareholders, it shall issue a notice of the meeting within five days after the adoption of the board resolution; any changes to the original proposal contained in the notice shall be subject to the approval of the Audit Committee.

If the Board of Directors refuses to convene an extraordinary general meeting of shareholders, or fails to provide a written response within ten days of receiving the proposal, such failure shall be deemed as the Board’s inability or refusal to perform its duty to convene the shareholders’ meeting, in which case the Audit Committee may convene and preside over the meeting on its own.

Article 10: Shareholders who, individually or collectively, hold more than ten percent of the company’s shares shall submit a written request to the Board of Directors for the convening of an extraordinary general meeting.

The board of directors shall, in accordance with the provisions of laws, administrative regulations, and the company’s articles of association, provide a written response within ten days of receiving the request, either approving or rejecting the convening of an extraordinary general meeting of shareholders.

If the Board of Directors approves the convening of an extraordinary general meeting of shareholders, it shall issue a notice of the meeting within five days after adopting the relevant board resolution; any amendment to the original request contained in such notice shall be subject to the consent of the relevant shareholders. If the Board of Directors does not approve the convening of an extraordinary general meeting of shareholders, or fails to provide a response within ten days of receiving the request, shareholders who individually or collectively hold more than ten percent of the company’s shares may propose to the Audit Committee that an extraordinary general meeting be convened, provided that such proposal is submitted to the Audit Committee in writing.

If the Audit Committee approves the convening of an extraordinary general meeting of shareholders, it shall issue a notice of the meeting within five days of receiving the request; any amendments to the original request contained in the notice must be approved by the relevant shareholders.

If the Audit Committee fails to issue a notice of the shareholders’ meeting within the prescribed time limit, it shall be deemed that the Audit Committee has not convened and presided over the shareholders’ meeting; shareholders who, individually or collectively, hold more than 10% of the company’s shares for a continuous period of at least ninety days may convene and preside over the meeting on their own.

Article 11 If the Audit Committee or the shareholders decide to convene a shareholders’ meeting on their own, they shall notify the Board of Directors in writing and file such decision with the Shenzhen Stock Exchange.

The Audit Committee or the convener of the shareholders’ meeting shall submit the relevant supporting documents to the Shenzhen Stock Exchange when issuing the notice of the shareholders’ meeting and publishing the announcement of the resolutions passed at the meeting.

Prior to the announcement of the shareholders’ meeting resolution, the proportion of shares held by the convening shareholders shall not be less than ten percent.

Article 12: The Board of Directors and the Company Secretary shall cooperate with shareholder meetings convened by the Audit Committee or by shareholders on their own initiative.

The board of directors shall provide the register of shareholders as of the record date. If the board fails to provide such register, the convener may, upon presentation of the relevant public announcement accompanying the notice convening the shareholders’ meeting, apply to the securities registration and clearing institution for access to the register. The register obtained by the convener shall not be used for any purpose other than the convening of the shareholders’ meeting.

Article 13: The expenses necessary for meetings convened by the Audit Committee or by shareholders on their own initiative shall be borne by the Company.

Chapter 3 Proposals and Notices for the Shareholders’ Meeting

Article 14: Proposals shall fall within the scope of the shareholders’ meeting’s authority, set forth clear agenda items and specific resolutions, and comply with applicable laws, administrative regulations, and the company’s articles of association.

Article 15 Shareholders who, individually or collectively, hold more than one percent of the company’s shares may submit a written request for a special proposal to the convener no later than ten days before the shareholders’ meeting. Upon receipt of such a proposal, the convener shall issue a supplementary notice of the shareholders’ meeting within two days, publicly disclose the content of the special proposal, and submit the proposal for consideration at the shareholders’ meeting. However, this shall not apply if the special proposal violates laws, administrative regulations, or the company’s articles of association, or falls outside the scope of the shareholders’ meeting’s authority. The company may not impose any higher shareholding threshold on shareholders seeking to submit special proposals.

Except as provided in the preceding paragraph, after the convener has issued the notice of the shareholders’ meeting, it shall not amend any proposals already set forth in the notice or add new proposals.

The shareholders’ meeting shall not vote on or adopt resolutions with respect to any proposal that is not listed in the notice of the meeting or that does not comply with the provisions of Article 14.

Article 16 The convener shall notify all shareholders by public announcement at least twenty days prior to the convening of the annual general meeting, and shall notify all shareholders by public announcement at least fifteen days prior to the convening of an extraordinary general meeting.

Article 17. The notice of the shareholders’ meeting shall include the following:

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

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

(3) A clear written statement shall be provided: All holders of ordinary shares (including preferred shareholders whose voting rights have been restored) and holders of shares with special voting rights, among other shareholders, are entitled to attend the shareholders’ meeting and may appoint a proxy in writing to attend the meeting and vote on their behalf; such proxy need not be a shareholder of the company.

(4) The record date for determining the shareholders entitled to attend the shareholders’ meeting;

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

(6) The timing and procedures for voting via the internet or other means.

The notice of the shareholders’ meeting and any supplementary notice shall fully and comprehensively disclose the specific content of all proposals, as well as all materials or explanations necessary to enable shareholders to make a reasonable assessment of the matters to be discussed.

Article 18: When the shareholders’ meeting intends to deliberate on the election of directors, the notice of the meeting shall fully disclose detailed information about the director candidates, including at a minimum the following:

(1) Personal information, including educational background, work experience, and part-time positions;

(2) Whether there is any affiliated relationship with the Company or its controlling shareholder(s) and actual controller(s);

(3) Number of shares held in the company;

(4) Whether the individual has been subject to penalties by the China Securities Regulatory Commission and other relevant authorities, as well as disciplinary actions by stock exchanges.

Except when the cumulative voting system is used for the election of directors, each director candidate shall be proposed as a separate motion.

Article 19: The notice of the shareholders’ meeting shall specify the time and place of the meeting and designate a record date for shareholding. The interval between the record date and the date of the meeting shall not exceed seven business days. Once the record date has been determined, it may not be changed.

Article 20: Once a notice of the shareholders’ meeting has been issued, the meeting may not be postponed or cancelled without just cause, and any proposals listed in the notice may not be withdrawn. Should postponement or cancellation occur, the convener shall, at least two business days prior to the originally scheduled date of the meeting, issue a public announcement stating the reasons therefor.

Chapter 4: Convening of the Shareholders’ Meeting

Article 21 The Company shall convene the shareholders’ meeting at its registered office.

The shareholders’ meeting shall be held in a physical venue in the form of an in-person meeting, and, in accordance with laws, administrative regulations, the rules of the China Securities Regulatory Commission, or the company’s articles of association, it shall employ secure, cost-effective, and convenient online and other alternative methods to provide convenience for shareholders.

Shareholders may attend the shareholders’ meeting in person and exercise their voting rights, or they may authorize another person to attend on their behalf and exercise their voting rights within the scope of such authorization.

Individual shareholders attending the meeting in person shall present their identity card or other valid identification documents or certificates that can verify their identity. Shareholders attending the meeting by proxy shall present their own valid identification and the shareholder’s power of attorney.

Corporate shareholders shall be represented at the meeting by their legal representative or by an agent authorized by the legal representative. If the legal representative attends the meeting, he or she shall present his or her identity card, valid documentation proving his or her status as the legal representative, and proof of shareholding. If an agent attends the meeting, the agent shall present his or her own identity card and a written power of attorney duly issued by the legal representative of the corporate shareholder.

Article 22: The power of attorney issued by a shareholder authorizing another person to attend the shareholders’ meeting shall specify the following contents:

(1) The name or title of the principal, the class and number of the company’s shares held;

(2) The name or title of the agent;

(3) Specific instructions from the shareholder, including instructions to vote in favor of, against, or abstain from each item on the agenda of the shareholders’ meeting;

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

(5) Signature (or seal) of the principal. If the principal is a corporate shareholder, the corporate seal shall be affixed.

Where a power of attorney is executed by the principal authorizing another person to sign on their behalf, the authorization letter or other authorization document conferring such authority shall be notarized. Both the notarized authorization letter or other authorization document and the proxy voting power of attorney shall be kept at the company’s registered office or at such other place as specified in the notice convening the meeting.

If the principal’s authorization is unclear, or if the credentials submitted by the principal’s agent to verify the principal’s lawful identity and the existence of the agency relationship do not comply with applicable laws, regulations, or the company’s articles of association, thereby resulting in the disqualification of the principal or the agent from attending this meeting, the principal or the agent shall bear the corresponding legal consequences.

Article 23 The company shall clearly specify in the notice of the shareholders’ meeting the time and procedures for voting via the internet or other means.

The commencement of online or other alternative voting for the shareholders’ meeting shall be no earlier than 3:00 p.m. on the day preceding the in-person meeting and no later than 9:30 a.m. on the day of the in-person meeting; the closing time shall be no earlier than 3:00 p.m. on the day the in-person meeting concludes.

Article 24 The board of directors and other conveners shall take necessary measures to ensure the orderly conduct of the shareholders’ meeting. With respect to any acts that disrupt the shareholders’ meeting, provoke trouble, or infringe upon the lawful rights and interests of shareholders, appropriate measures shall be taken to stop such acts, and the matter shall be promptly reported to the relevant authorities for investigation and handling.

Article 25 All shareholders registered on the record date, or their proxies, shall have the right to attend the shareholders’ meeting, and the Company and the convener shall not refuse such attendance for any reason. Each share held by a shareholder entitles the holder to one vote at the shareholders’ meeting, except for shares of a special class. Shares of the Company held by the Company itself shall carry no voting rights.

Article 26 The Company shall be responsible for maintaining the register of attendees at meetings. The register shall record the names (or corporate names) of the attendees, their identification card numbers, the number of shares with voting rights held by or represented on behalf of each attendee, and the names (or corporate names) of the principals being represented, among other relevant details.

Article 27 The convener and the attorney shall, based on the shareholder register provided by the securities registration and clearing institution, jointly verify the legality of shareholders’ qualifications and record the names or titles of the shareholders as well as the number of shares with voting rights held by each. Shareholder registration shall be closed before the chairperson of the meeting announces the number of shareholders and proxies present at the meeting in person and the total number of shares with voting rights held by them.

Article 28: When the shareholders’ meeting requests directors and senior management personnel to attend the meeting, such directors and senior management personnel shall attend and respond to inquiries from the shareholders.

Article 29 The shareholders’ meeting shall be recorded, with the secretary of the board of directors responsible for maintaining the minutes.

The meeting minutes record the following:

(1) The time, venue, agenda, and name or title of the convener of the meeting;

(2) The names of the chairperson of the meeting and the directors and senior management personnel attending the meeting as observers;

(3) The number of shares with voting rights held by domestic-shareholders and domestic-listed foreign-shareholders attending the shareholders’ meeting, as well as the proportion of such shares to the company’s total share capital; the number of shares with voting rights held by ordinary shareholders (including preferred shareholders whose voting rights have been restored) and class shareholders, and the respective proportions of these shares to the company’s total share capital.

(4) The deliberation process for each proposal, the key points of the statements made, and the voting results of domestic-shareholders and domestic-listed foreign-shareholders, as well as those of common shareholders (including preferred shareholders whose voting rights have been restored) and class shareholders, on each resolution item;

(5) Shareholders’ inquiries, opinions, or suggestions, together with the corresponding responses or explanations;

(6) Names of the lawyers, vote counters, and poll watchers;

(7) Other matters that the company’s articles of association stipulate must be recorded in the minutes of the meeting.

 

The convener shall ensure that the minutes of the meeting are true, accurate, and complete. Directors attending or observing the meeting, the company secretary of the board, the convener or his/her representative, and the chairperson of the meeting shall sign the minutes. The minutes shall be kept together with the register of shareholders present in person, the powers of attorney for proxy attendance, and the valid records of voting conducted via online and other methods, and shall be retained for a period of no less than ten years.

Chapter 5 Voting and Resolutions of the Shareholders’ Meeting

Article 30 Resolutions of the Shareholders’ Meeting are classified as ordinary resolutions and special resolutions.

An ordinary resolution of the shareholders’ meeting shall be adopted by a majority of the voting rights held by the shareholders present at the meeting, including proxy holders.

A special resolution of the shareholders’ meeting shall be adopted by more than two-thirds of the voting rights held by the shareholders present at the meeting, including proxy holders.

　　Article 31 The following matters shall be approved by the shareholders’ meeting through a simple majority resolution:

(1) The Board of Directors’ Work Report;

(2) The profit distribution plan and the loss-compensation plan proposed by the Board of Directors;

(3) The appointment and removal of board members, as well as their remuneration and the methods of payment thereof;

(4) Other matters, except those that, pursuant to laws, administrative regulations, or the company’s articles of association, must be approved by a special resolution.

Article 32 The following matters shall be approved by the shareholders’ meeting through a special resolution:

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

(2) The company’s division, spin-off, merger, dissolution, and liquidation;

(3) Amendment of the Articles of Association;

(4) Where the amount of major assets purchased or sold by the Company, or guarantees provided to third parties, within a single year exceeds 30% of the Company’s total audited assets for the most recent period;

(5) Equity Incentive Plan;

(6) Other matters that are prescribed by laws, administrative regulations, or the company’s articles of association, or that the shareholders’ meeting, by way of an ordinary resolution, determines will have a material impact on the company and therefore require adoption by a special resolution.

Article 33 Shareholders (including proxy holders) shall exercise their voting rights in proportion to the number of voting shares they represent, with each share entitling its holder to one vote, except for shareholders of class shares.

When the shareholders’ meeting deliberates on material matters that affect the interests of small and medium-sized investors, votes cast by such investors shall be tallied separately. The results of the separate tally shall be promptly disclosed to the public.

Shares of the Company held by the Company itself carry no voting rights, and such shares shall not be included in the total number of shares entitled to vote at shareholders’ meetings.

Where a shareholder acquires voting shares of the company in violation of Paragraphs 1 and 2 of Article 63 of the Securities Law, the voting rights attached to such shares exceeding the prescribed shareholding limit shall be suspended for a period of thirty-six months from the date of acquisition, and such shares shall not be included in the total number of voting shares present at the shareholders’ meeting.

The company’s board of directors, independent directors, shareholders holding more than one percent of the voting shares, or investor protection institutions established in accordance with laws, administrative regulations, or the provisions of the China Securities Regulatory Commission may publicly solicit shareholder voting rights. Such solicitation must fully disclose to the shareholders being solicited specific information, including their intended voting choices. It is prohibited to solicit shareholder voting rights for remuneration or in any disguised form of remuneration. Except as otherwise provided by law, the company may not impose a minimum shareholding threshold for the solicitation of voting rights.

Article 34: When a shareholder has a conflict of interest with any matter to be considered by the shareholders’ meeting, such shareholder shall recuse himself or herself from voting, and the shares held by such shareholder shall not be included in the total number of shares entitled to vote at the shareholders’ meeting.

Article 35 The methods and procedures for the nomination of directors shall be as follows:

(1) The nomination of non-independent director candidates shall be conducted as follows:

1. Nomination by the Company’s Board of Directors;

2. Shareholders who, individually or in combination, hold more than one percent of the company’s total voting shares shall have the right to nominate director candidates; however, the number of such nominees shall not exceed the number of non-independent directors to be elected or replaced.

(2) The nomination of independent director candidates shall be conducted as follows:

1. Nomination by the Company’s Board of Directors;

2. Shareholders who, individually or collectively, hold more than one percent of the company’s outstanding shares shall have the right to nominate candidates for independent directors; however, the number of such nominees shall not exceed the number of independent director positions to be elected or replaced.

(3) Employee directors shall be democratically elected by the company’s congress of employee representatives, the general meeting of employees, or other democratic procedures.

Article 36: When the shareholders’ meeting deliberates a proposal, no amendments may be made to it. Any such amendment shall be deemed a new proposal and shall not be put to a vote at the current shareholders’ meeting.

Article 37 The shareholders’ meeting shall conduct voting by way of named ballots. A given voting right may be exercised only through one of the following methods: in person, online, or other designated voting methods. In the event of duplicate votes cast for the same voting right, the result of the first vote shall prevail.

Article 38 Shareholders attending the shareholders’ meeting shall express one of the following opinions on proposals submitted for voting: approval, opposition, or abstention. However, this requirement does not apply where a securities registration and clearing institution, acting as the nominee holder of shares under the Stock Connect mechanism between the mainland and Hong Kong stock markets, submits votes in accordance with the instructions of the beneficial owner.

Any ballot that is left blank, incorrectly completed, illegible, or not cast shall be deemed a waiver of the voter’s right to vote, and the voting result for the number of shares held by such voter shall be recorded as “abstention.”

Article 39 Prior to voting on a proposal, the shareholders’ meeting shall appoint two shareholder representatives to serve as vote counters and supervisors. Where the matter under consideration is related to a particular shareholder, such shareholder and any proxy thereof shall be disqualified from serving as vote counters or supervisors.

When the shareholders’ meeting votes on proposals, the counting and supervision of votes shall be jointly undertaken by lawyers and shareholder representatives, and the voting results shall be announced on the spot.

Shareholders of the company or their proxies who vote via the internet or other means shall have the right to verify their voting results through the relevant voting system.

Article 40 The on-site session of the shareholders’ meeting shall not conclude before the online or other alternative voting methods have been completed. The chairperson of the meeting shall announce the voting status and results for each proposal and, based on such results, declare whether each proposal has been adopted.

Prior to the official announcement of the voting results, all relevant parties—including the company, vote counters, vote supervisors, shareholders, and online service providers—involved in the in-person, online, and other voting methods at the shareholders’ meeting are obligated to maintain the confidentiality of the voting results.

　　Article 41 The chair of the general meeting shall declare the meeting open at the scheduled time. In the event of special circumstances, the meeting may also be declared open after the scheduled time.

　　Article 42. If the chair of the meeting has any doubt as to the outcome of a resolution put to a vote, he or she may order a recount of the votes cast; if the chair does not order such a recount, any shareholder or proxy present at the meeting who objects to the result announced by the chair shall be entitled, immediately upon the announcement of the voting results, to demand a recount, and the chair shall promptly arrange for such a recount.

　　Article 43: Resolutions of the Shareholders’ Meeting shall be promptly announced, with the announcement specifying the number of shareholders and proxies present at the meeting, the total number of shares held that carry voting rights and the percentage of such shares relative to the company’s total shares with voting rights, the voting method, the voting results for each proposal, and the detailed contents of each resolution adopted.

Article 44: If a proposal is not approved, or if this shareholders’ meeting amends a resolution passed at the previous shareholders’ meeting, a special notice shall be included in the announcement of the shareholders’ meeting resolution.

Article 45 The convener shall ensure that the shareholders’ meeting is held continuously until a final resolution is adopted. If, due to force majeure or other special circumstances, the shareholders’ meeting is suspended or unable to reach a resolution, the convener shall take necessary measures to resume the meeting as soon as possible or, alternatively, to terminate the current meeting immediately, and shall make a timely public announcement. At the same time, the convener shall report the matter to the local branch of the China Securities Regulatory Commission and the stock exchange where the company is domiciled.

Article 46: If the shareholders’ meeting approves a proposal for the election of directors, the new directors shall assume office on the date the resolution of the shareholders’ meeting is adopted.

Article 47: Where the shareholders’ meeting approves a proposal concerning cash dividends, bonus shares, or the capitalization of capital reserves into share capital, the company shall implement the specific plan within two months after the conclusion of the shareholders’ meeting.

Article 48 Where a company repurchases its common shares for the purpose of reducing its registered capital and issues preferred shares to the general public, or where it repurchases its common shares from specific shareholders by issuing preferred shares to such shareholders as consideration, any resolution passed by the shareholders’ meeting on the repurchase of common shares shall be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.

The company shall announce the resolution to repurchase common shares on the day following the date on which the shareholders’ meeting adopts such resolution.

Article 49: Resolutions of the shareholders’ meeting of a company that violate laws or administrative regulations shall be void.

The controlling shareholder and the actual controller of the company shall not restrict or obstruct small and medium-sized investors from exercising their voting rights in accordance with the law, nor shall they impair the legitimate rights and interests of the company and such investors.

If the procedures for convening a shareholders’ meeting or the voting methods thereof violate laws, administrative regulations, or the company’s articles of association, or if the content of the resolution violates the company’s articles of association, any shareholder may, within sixty days from the date the resolution is adopted, petition the people’s court to rescind the resolution; provided, however, that this shall not apply where the procedural defects in the convening of the meeting or in the voting are only minor and have not had a substantial impact on the resolution.

Where the board of directors, shareholders, or other relevant parties dispute matters such as the convener’s qualifications, the convening procedures, the legality of the proposal content, or the validity of resolutions passed at the shareholders’ meeting, they shall promptly file a lawsuit with the people’s court. Until the people’s court renders a judgment or ruling rescinding the resolution, the relevant parties shall comply with and implement the shareholders’ meeting resolution. The company, its directors, and senior management personnel shall faithfully discharge their duties, promptly execute the shareholders’ meeting resolution, and ensure the normal operation of the company.

Where a people’s court renders a judgment or ruling on relevant matters, the company shall, in accordance with laws, administrative regulations, and the rules of the China Securities Regulatory Commission and the stock exchanges, fulfill its information disclosure obligations, provide a full explanation of the impact, and, upon the judgment or ruling becoming legally effective, actively cooperate with its enforcement. Where the matter involves the correction of prior-period items, the company shall promptly address such corrections and fulfill the corresponding information disclosure obligations.

Chapter Six    Supplementary Provisions

　　Article 50: These Rules shall come into effect upon approval by the Shareholders’ Meeting; the same shall apply to any amendments thereto.
　　Article 51: Matters not covered by these Rules shall be governed by the relevant laws, regulations, normative documents, and the Articles of Association of the Company.

　　Article 52: In these Rules, the terms “above,” “within,” and “below” shall all include the specified number; the terms “exceeding,” “outside,” “less than,” “more than,” and “over” shall not include the specified number.

　　Article 53 The power to interpret these Rules shall reside with the Board of Directors.