Rules of Procedure for the Supervisory Board of BingShan Cold & Heat Technology Co., Ltd.

  (2021 (To be considered at the Annual General Meeting for amendment)

Article 1 Purpose

In order to further standardize the deliberation procedures and decision-making processes of the Supervisory Board of Bingshan Cold & Heat Technology Co., Ltd. (hereinafter referred to as the “Company”), and to enhance the Board’s standardized operations and scientific decision-making, these Rules are formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”) and other relevant laws and regulations, as well as the pertinent provisions of the Articles of Association of Bingshan Cold & Heat Technology Co., Ltd. (hereinafter referred to as the “Articles of Association”).

Article 2 Meetings of the Supervisory Board

Supervisory board meetings are divided into regular meetings and ad hoc meetings.

The Supervisory Board shall convene at least three meetings each year. Hold at least one meeting every six months.

Article 3 Proposals for Regular Meetings

Prior to issuing the notice convening a regular meeting of the Supervisory Board, proposals for the meeting shall be solicited from all supervisors. In the course of such solicitation, it shall be clearly stated that the primary focus of the Supervisory Board is to oversee the company’s compliant operations and the performance of duties by directors and senior management, rather than to make decisions on the company’s business management.

Article 4 Temporary Meetings

The Supervisory Board shall convene an extraordinary meeting within ten days if any of the following circumstances occurs:

(1) More than one-third of When the supervisor proposes to convene a meeting;

(2) When the Chairperson of the Supervisory Board deems it necessary;

(3) Other circumstances stipulated in the company’s articles of association.

Article 5 Procedures for Proposing a Special Meeting

When a supervisor proposes the convening of an extraordinary meeting of the Supervisory Board, such proposal shall be submitted in writing, signed by the proposing supervisor, directly to the Chairperson of the Supervisory Board. The written proposal shall set forth the following matters:

(1) The names of the proposed supervisors;

(2) The reasons for the proposal or the objective grounds on which the proposal is based;

(3) Propose the time or time limit, venue, and format for convening the meeting;

(4) Clear and specific proposals;

(5) The contact information of the proposed supervisor and the date of the proposal, among other details.

Article 6 Convening and Chairing of Meetings

Meetings of the Supervisory Board shall be convened and presided over by the Chairperson of the Supervisory Board; if the Chairperson is unable or unwilling to perform his or her duties, a supervisor shall be jointly nominated by more than half of the supervisors to convene and preside over the meeting.

Article 7: Notice of Meetings

When the Supervisory Board convenes a regular meeting, it shall notify all supervisors in writing at least ten days prior to the meeting. When the Supervisory Board convenes an extraordinary meeting, it shall notify all supervisors in writing at least five days prior to the meeting.

Article 8: Contents of the Meeting Notice

A written meeting notice shall include at least the following:

(1) The time and location of the meeting;

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

(3) The convener and chairperson of the meeting, as well as the proposer of a special meeting and their written proposal;

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

(5) Supervision The requirement that the matter be attended in person or that another supervisor be authorized to attend the meeting on one’s behalf. ；

(6) Contact person and contact information.

Article 9 Convening of Meetings

A meeting of the Supervisory Board may be held only if more than half of its members are present. If any relevant supervisor refuses to attend or fails to attend the meeting in a timely manner, thereby preventing the meeting from meeting the minimum quorum requirement, the other supervisors shall promptly report the matter to the regulatory authority.

Article 10: Personal Attendance and Proxy Attendance

In principle, supervisors shall attend supervisory board meetings in person. If unable to attend for valid reasons, they shall review the meeting materials in advance, formulate a clear opinion, and appoint another supervisor in writing to attend on their behalf.

Article 11: Methods of Convening Meetings

In principle, supervisory board meetings shall be held in person. On the premise of ensuring that the supervisors can fully express their opinions, It may also be convened by means of written voting.

Article 12 Powers of the Supervisory Board

All matters listed in Article 7.4 of Chapter 7 of the Company Charter fall within the scope of deliberation of the Supervisory Board meetings.

Article 13 Procedures for Deliberation at Meetings

The chair of the meeting shall solicit clear opinions from the attending supervisors on each proposal.

The chair of the meeting shall, upon the proposal of the supervisor, require directors, senior management personnel, other company employees, or relevant professionals from intermediary agencies to attend the meeting and undergo questioning.

Article 14: Expressing Opinions

Supervisors shall carefully review the relevant meeting materials and, on the basis of a thorough understanding of the matters at hand, express their opinions independently and prudently.

Article 15 Voting at Meetings

Voting at meetings of the Supervisory Board shall be conducted on a one-person-one-vote basis, by way of a show of hands; voting by ballot may be used when necessary.

Supervisors’ voting intentions shall be limited to approval, opposition, or abstention. Each supervisor present at the meeting must select one of these options; if a supervisor fails to make a selection or selects two or more options simultaneously, the chair of the meeting shall require the supervisor to re-select. If the supervisor refuses to make a selection, such failure shall be deemed an abstention; likewise, if a supervisor leaves the meeting venue and does not return without having made a selection, such failure shall also be deemed an abstention.

Article 16 Formation of Resolutions

For the Supervisory Board to deliberate and approve a proposal at a meeting and adopt a corresponding resolution, more than half of all supervisors must vote in favor of the proposal. Where laws, administrative regulations, or the company’s articles of association stipulate that the adoption of a resolution by the Supervisory Board requires the approval of a greater number of supervisors, such provisions shall prevail.

Article 17 Minutes of Meetings

The staff of the Supervisory Board shall keep proper minutes of on-site meetings. The minutes shall include the following:

(1) The session number of the meeting, as well as the time, location, and format of its convening;

(2) The issuance of meeting notices;

(3) The convener and chairperson of the meeting;

(4) Attendance at the meeting;

(5) The proposals deliberated at the meeting, the key points and principal opinions expressed by each supervisor on the relevant matters, and the voting intentions regarding the proposals;

(6) The voting method and results for each proposal (with specific details on the number of affirmative, negative, and abstention votes);

(7) Other matters that the attending supervisors deem should be recorded.

For supervisory board meetings convened via written voting, the minutes of the meeting shall be prepared in accordance with the foregoing provisions.

Article 18: Resolutions of the Meeting

In addition to the minutes of the meeting, a separate record of resolutions adopted at the meeting shall be prepared based on the recorded voting results.

Article 19 Signature of the Supervisor

Supervisors attending the meeting shall sign and confirm the minutes of the meeting and the record of resolutions. If a supervisor has dissenting views on the minutes or the record of resolutions, such views may be set forth in a written statement at the time of signing. Where necessary, the supervisor shall promptly report the matter to the regulatory authorities and may also issue a public statement.

If a supervisor neither signs and confirms in accordance with the preceding paragraph nor provides a written explanation of any dissenting views, nor reports such views to the regulatory authorities or makes a public statement, such supervisor shall be deemed to have fully approved the contents of the meeting minutes and the record of resolutions.

Article 20 Announcement of Resolutions

Matters relating to the announcement of resolutions of the Supervisory Board shall be handled by the Company Secretary in accordance with the relevant provisions of the Rules for the Listing of Stocks.

Article 21 Implementation of Resolutions

The supervisors shall urge the relevant personnel to implement the resolutions of the Supervisory Board. The Chairperson of the Supervisory Board shall report on the implementation status of the resolutions that have been adopted at subsequent meetings of the Supervisory Board.

Article 22 Preservation of Meeting Records

The archives of the Supervisory Board meetings, including meeting notices and supporting materials, power-of-attorney documents authorizing alternate attendance by supervisors, meeting minutes signed and confirmed by the attending supervisors, resolution records, and other relevant documents, shall be maintained by a designated person appointed by the Chairperson of the Supervisory Board.

The retention period for materials related to supervisory board meetings is ten years.

Article 23 Supplementary Provisions

These Rules shall come into effect upon approval by the Shareholders’ Meeting after being formulated by the Supervisory Board; the same shall apply to any amendments.

These Rules shall be interpreted by the Supervisory Board.