Corporate Bylaws — Rules of Procedure for Board of Directors Meetings

Chapter I: General Provisions Article 1: These Rules are formulated to further standardize the meeting procedures and decision-making processes of the Board of Directors of ***** Co., Ltd. (hereinafter referred to as “the Company”), to ensure that directors and the Board effectively fulfill their duties, and to enhance the Board’s standardized operations and scientific decision-making capabilities. These Rules are based on the People’s Republic of China Company Law (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China, the Corporate Governance Guidelines for Listed Companies, and other relevant regulations, as well as the Articles of Association of ***** Co., Ltd. (hereinafter referred to as the “Articles of Association”). Article 2: The Board of Directors is the Company’s executive body. Authorized by the shareholders’ meeting and the Articles of Association, the Board manages the Company in accordance with law and is accountable to, and reports its work to, the shareholders’ meeting. Article 3: The Board of Directors establishes a Board Secretariat to handle routine affairs of the Board. Article 4: These Rules apply to the Company’s Board of Directors, each specialized committee under the Board, directors, and relevant departments and personnel referenced herein. Chapter II: Specialized Committees of the Board of Directors Article 5: In accordance with the provisions of the Articles of Association, the Board establishes specialized committees including the Strategy and Decision-Making Committee, the Audit Committee, and the Compensation and Evaluation Committee. The Board may also establish additional committees or adjust existing ones as needed. Article 6: Each specialized committee shall formulate its own operational rules, which shall enter into effect upon approval by the Board. Article 7: Members of specialized committees shall be directors of the Company, nominated by the Chairman and elected by the Board. (i) Strategy and Decision-Making Committee The Strategy and Decision-Making Committee consists of no fewer than ** directors, with the Chairman serving as its Chairperson. Its principal responsibilities include: 1. Studying and proposing recommendations regarding the Company’s development strategy and medium- to long-term development plans, and evaluating and monitoring their implementation; 2. Studying and proposing recommendations regarding proposals concerning increases or decreases in registered capital, issuance of corporate bonds, mergers, divisions, dissolution, and similar matters requiring Board review; 3. Studying and proposing recommendations regarding investment and financing projects, asset management projects, and other matters subject to Board deliberation; 4. Studying and proposing recommendations regarding major organizational restructuring and adjustment plans; 5. Guiding and supervising the implementation of Board resolutions; 6. Exercising any other powers delegated by the Board. (ii) Audit Committee The Audit Committee consists of three directors. Its Chairperson is nominated by the Chairman and approved by the Board. Its principal responsibilities include: 1. Proposing the appointment, reappointment, or replacement of external auditors, as well as related audit fees, for approval by the Board; evaluating the performance of external auditors and overseeing their independence, audit procedures, quality, and outcomes; 2. Supervising the Company’s internal audit system and its implementation; 3. Guiding and evaluating the work of the internal audit function; proposing recommendations regarding the appointment or removal of the head of the internal audit department; facilitating communication between internal and external auditors; 4. Reviewing the Company’s financial information and its disclosure; 5. Reviewing and supervising the effective operation of the Company’s internal control systems and risk management framework; 6. Exercising any other powers delegated by the Board. (iii) Compensation and Evaluation Committee 1. Researching evaluation criteria for directors and senior management, conducting evaluations, and making recommendations; 2. Researching and reviewing compensation policies and schemes for directors and senior management; 3. Exercising any other powers delegated by the Board. Article 8: Specialized committees are dedicated working bodies established under the Board of Directors, providing consultation, opinions, and recommendations to support the Board’s major decisions.

Corporate Governance Series (II): Ten Essential Questions on Scientific Construction and Efficient Operation of the Board of Directors

Secondly, due to differing functional responsibilities: External directors must faithfully safeguard the interests of the investors (i.e., the state-owned asset supervisors), the enterprise where they serve, and the lawful rights and interests of employees; independent directors, by contrast, must pay special attention to potential material conflicts of interest between the enterprise where they serve and its controlling shareholder(s), actual controller(s), directors, and senior management—particularly in protecting the legitimate rights and interests of minority shareholders. (3) Employee-Directors versus Non-Employee-Directors Employee-directors refer to employee representatives elected to the Board through democratic means—such as via workers’ congresses, workers’ assemblies, or other forms—as stipulated under the Company Law. The Company Law does not prescribe any special authority for employee-directors; therefore, employee-directors enjoy all the same powers as non-employee directors. However, owing to their status as “employee representatives,” and pursuant to the All-China Federation of Trade Unions’ “Opinions on Strengthening the Establishment of Employee-Director and Employee-Supervisor Systems in Company-Structured Enterprises,” employee-directors, when exercising their directorial powers, must pay particular attention to safeguarding employees’ lawful rights and interests—including offering opinions and suggestions on board agenda items or proposals affecting employees’ legal rights or the vital interests of the majority of employees; proposing board agenda items concerning rules, regulations, or major matters affecting employees’ immediate interests; lawfully requesting the convening of board meetings; reflecting employees’ reasonable demands; and safeguarding employees’ lawful rights and interests. (III) What Are the Typical Responsibilities of Specialized Committees of State-Owned Enterprise Boards? Based on policy documents issued by central and local authorities, state-owned enterprises are generally required to establish specialized committees including the Strategy and Investment Committee, the Compensation and Evaluation Committee, and the Audit and Risk Committee; they may also establish a Nomination Committee and other specialized committees as needed for practical operational requirements. The Strategy and Investment Committee’s responsibilities primarily include: studying the Company’s strategic planning, business plans, and investment plans; examining matters requiring Board decisions—such as adjustments to core business areas, negative lists for investment projects, investment and financing activities, asset reorganization, asset disposal, property rights transfers, capital operations, and reform and restructuring—and submitting deliberative opinions to the Board. The Compensation and Evaluation Committee’s responsibilities primarily include: studying the Company’s wage and remuneration distribution system and related schemes; organizing, in accordance with applicable regulations, the drafting of performance evaluation methods and remuneration management measures for managerial-level members; conducting performance evaluations of managerial-level members; and submitting recommendations to the Board regarding evaluation results and remuneration disbursement. The Audit and Risk Committee’s responsibilities primarily include: advancing enterprise rule-of-law construction; guiding the establishment of internal control systems; supervising the formulation and implementation of internal audit systems, and inspecting and assessing such systems and their execution; reviewing the Company’s financial reports and deliberating on accounting policies and changes thereto, submitting opinions to the Board; reviewing annual audit plans and key audit tasks, supervising and ensuring their implementation following Board approval; proposing to the Board recommendations regarding the engagement or dismissal of accounting firms and their remuneration, and maintaining sound communication with external auditing institutions; and effectively assuming the former supervisory responsibilities of the Board of Supervisors relating to business oversight and financial supervision. The Nomination Committee’s responsibilities primarily include: formulating, in accordance with applicable regulations, standards and procedures for personnel appointments, reviewing candidates, and submitting recommendations to the Board. Chapter II: Organizational Development (I) Under What Circumstances May a State-Owned Enterprise Dispense with a Board of Directors? Under the newly revised Company Law, limited liability companies and joint-stock companies that are relatively small in scale or have a relatively small number of shareholders may opt not to establish a Board of Directors and instead appoint a single director to exercise the powers conferred upon the Board under the new Company Law.

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