Article 1 In order to safeguard the legitimate rights and interests of the shareholders of Shanghai Xuanhong Electric Power Equipment Co., LTD. (hereinafter referred to as the "Company"), improve the efficiency of the general meeting of shareholders, and safeguard the legality of the general meeting procedures and resolutions, In accordance with the relevant provisions of 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) and the Articles of Association of Shanghai Xuanhong Power Equipment Co., LTD. (hereinafter referred to as the Articles of Association), To formulate rules of procedure for the shareholders' meeting of Shanghai Xuanhong Electric Power Equipment Co., LTD. (hereinafter referred to as the "Rules").

Article 2 The Company shall hold the shareholders' meeting in strict accordance with laws, administrative regulations, these Rules and the relevant provisions of the articles of Association to ensure that the shareholders can exercise their rights according to law.

The board of directors of the company shall earnestly perform its duties and conscientiously and timely organize the shareholders' meeting. All directors of the company shall be diligent and responsible to ensure that the general meeting of shareholders shall be held normally and exercise their powers according to law.

Article 3 The shareholders' meeting shall exercise its functions and powers within the scope prescribed in the Company Law and the articles of Association.

Article 4 Shareholders' meetings are divided into annual shareholders' meetings and extraordinary shareholders' meetings. The annual general meeting of shareholders shall be held once a year and shall be held within 6 months after the end of the previous fiscal year. The extraordinary general meeting of shareholders shall be convened from time to time, and when an extraordinary general meeting shall be convened under the circumstances stipulated in Article 101 of the Company Law or the Articles of Association, the extraordinary general meeting shall be convened within two months.

If the company fails to hold the general meeting of shareholders within the above-mentioned time limit, it shall report to the local agency of the China Securities Regulatory Commission and the stock exchange where the company's shares are listed (hereinafter referred to as the "stock exchange"), explain the reasons and make a public announcement.

Article 5 When a company holds a general meeting of shareholders, it shall hire a lawyer to issue legal opinions on the following issues and announce them:

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

(2) Whether the qualifications of the participants and the qualifications of the convenor are legal 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.

Chapter II Convening of the general meeting of shareholders

Article 6 The Board of Directors shall convene the general meeting of shareholders on time within the time limit prescribed in Article 4 of these Rules.

Article 7 More than half of the independent directors shall have the right to propose to the Board of directors the convening of an extraordinary general meeting of shareholders. For the proposal of the independent directors to hold an extraordinary general meeting, the board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, submit a written feedback agreeing or disagreeing to hold an extraordinary general meeting within 10 days after receiving the proposal.

If the board of directors agrees to hold an extraordinary shareholders' meeting, it shall issue a notice of convening the shareholders' meeting within 5 days after the board of directors' resolution is made. If the board of directors does not agree to hold an extraordinary shareholders' meeting, it shall give reasons and make an announcement.

Article 8 The Board of Supervisors shall have the right to propose to the Board of directors the convening of an extraordinary shareholders' meeting, and shall do so in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association of the company, submit a written feedback agreeing or disagreeing to hold an extraordinary shareholders' meeting within 10 days after receiving the proposal.

If the board of directors agrees to hold an extraordinary shareholders' meeting, a notice of convening the shareholders' meeting shall be issued within 5 days after the resolution of the board of directors is made, and the change of the original proposal in the notice shall be approved by the Board of supervisors.

If the board of directors does not agree to hold an extraordinary general meeting of shareholders, or fails to give written feedback within 10 days after receiving the proposal, it shall be deemed that the board of directors cannot perform or does not perform its duty to convene the meeting of the general meeting of shareholders, and the board of supervisors may convene and preside over it on its own.

Article 9 A shareholder who holds more than 10% of the company's shares individually or in total shall have the right to request the board of directors to convene an extraordinary general meeting of shareholders, and shall do so in writing to the board of directors. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association of the company, within 10 days after receiving the request, submit a written feedback on whether to agree or disagree with the convening of the extraordinary shareholders' meeting.

If the board of directors agrees to hold an extraordinary shareholders' meeting, it shall issue a notice of convening the shareholders' meeting within 5 days after the resolution of the board of directors is made, and the change of the original request in the notice shall obtain the consent of the relevant shareholders.

If the board of directors does not agree to hold an extraordinary shareholders' meeting, or fails to give feedback within 10 days after receiving the request, the shareholders who hold more than 10% of the shares of the company individually or collectively have the right to propose to the Board of Supervisors to hold an extraordinary shareholders' meeting, and shall make a request to the Board of Supervisors in writing.

If the Board of Supervisors agrees to hold an extraordinary shareholders' meeting, it shall issue a notice of convening the shareholders' meeting within 5 days after receiving the request, and the change of the original request in the notice shall obtain the consent of the relevant shareholders.

If the Board of supervisors fails to issue a notice of the shareholders' meeting within the prescribed time limit, it shall be deemed that the board of Supervisors does not convene and preside over the shareholders' meeting. 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 10 If the board of supervisors or the shareholders decide to convene the shareholders' meeting on their own, they shall notify the board of directors in writing, and at the same time file with the local office of the China Securities Regulatory Commission and the stock exchange.

Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the summoned shareholders shall not be less than 10%.

The Board of Supervisors and the convening shareholders shall, when issuing the notice of the general meeting of shareholders and issuing the announcement of the resolution of the general meeting of shareholders, submit the relevant certification materials to the agency of the CSRC and the stock exchange where the company is located.

Article 11 The Board of Directors and the secretary of the Board of directors shall cooperate with the general meeting of the Board of Supervisors or the shareholders themselves. The board of directors shall provide a register of shareholders on the date of registration of the equity rights. If the board of directors does not provide the register of shareholders, the convenor may apply to the securities registration and clearing institution for obtaining it by holding the relevant announcement of the notice of convening the general meeting of shareholders. The register of members obtained by the convenor shall not be used for any purpose other than the convening of a general meeting of shareholders.

Article 12 For the shareholders' meeting convened by the Board of Supervisors or the shareholders themselves, the expenses necessary for the meeting shall be borne by the Company.

Chapter III Proposals and notices of the shareholders' meeting

Article 13 The content of the proposal shall fall within the scope of the powers of the shareholders' meeting, have clear topics and specific resolutions, and comply with the relevant provisions of laws, administrative regulations and the articles of association of the company.

Article 14 Shareholders who individually or collectively hold more than 3% of the company's shares may put forward provisional proposals and submit them in writing to the convenor 10 days before the convening of the shareholders' meeting. The convenor shall, within 2 days after receiving the proposal, issue a supplementary notice of the shareholders' meeting to announce the contents of the provisional proposal.

Except as provided in the preceding paragraph, the convenor may not amend the proposals already listed in the notice of the shareholders' meeting or add new proposals after giving the notice of the shareholders' meeting.

The shareholders' meeting shall not vote on or adopt a resolution on a proposal not specified in the notice of the general meeting or not in accordance with Article 13 of these Rules.

Article 15 The convenor shall notify the shareholders by public announcement 20 days before the annual general meeting is held, and the interim general meeting shall notify the shareholders by public announcement 15 days before the meeting is held.

Article 16 The notice of the shareholders' meeting and the supplementary notice shall fully and completely disclose the specific contents of all proposals, as well as all information or explanations necessary to enable shareholders to make reasonable judgments on the matters to be discussed. If the matters to be discussed require the opinions of independent directors, the opinions and reasons of independent directors shall be disclosed at the same time when the notice of shareholders' meeting or supplementary notice is issued.

Article 17 Where the general meeting of shareholders intends to discuss the election of directors and supervisors, the notice of the general meeting of shareholders shall fully disclose the detailed information of the candidates of directors and supervisors, including at least the following:

(1) Educational background, work experience, part-time job and other personal circumstances;

(2) whether there is a relationship with the company or its controlling shareholders and actual controllers;

(3) Disclose the number of shares held by the company;

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

In addition to the cumulative voting system for the election of directors and supervisors, each candidate for director and supervisor shall submit a single proposal.

Article 18 The notice of the shareholders' meeting shall specify the time and place of the meeting, and determine the date of equity registration. The interval between the date of registration and the date of the meeting shall not exceed 7 working days. Once the registration date is confirmed, it cannot be changed.

Article 19 After the notice of the general meeting of shareholders is issued, the general meeting of shareholders may not be postponed or cancelled without justifiable reasons, and the proposals listed in the notice of the general meeting of shareholders may not be cancelled. In case of delay or cancellation, the convenor shall make an announcement and explain the reasons at least 2 working days before the original date.

Chapter IV Convening of the shareholders' meeting

Article 20 A company shall hold a general meeting of shareholders at its domicile or at the place specified in the articles of association of the company.

The general meeting of shareholders shall be held in the form of an on-site meeting. The company may use a secure, economical and convenient network or other means to facilitate the participation of shareholders in the general meeting. Any shareholder who participates in the shareholders' meeting through the above-mentioned means shall be deemed to have attended.

A shareholder may attend the general meeting of shareholders in person and exercise his voting rights, or he may entrust others to attend and exercise his voting rights within the scope of authorization.

Article 21 If the shareholders' meeting of the company adopts network or other means, the voting time and voting procedure of network or other means shall be clearly stated in the notice of the shareholders' meeting.

Voting by Internet or other means at a general meeting shall commence no earlier than 3:00pm on the day before the live general meeting and no later than 9:30am on the day of the live general meeting, and shall end no earlier than 3:00pm on the day of the close of the live general meeting.

Article 22 The Board of directors and other conveners shall take necessary measures to ensure the normal order of the shareholders' meeting. For interfering with the shareholders' meeting, picking quarrels and provoking troubles and infringing on the legitimate rights and interests of shareholders, measures shall be taken to stop them and timely report to the relevant departments for investigation and punishment.

Article 23 All shareholders or their agents registered on the equity registration date shall have the right to attend the shareholders' meeting, and the company and the convenor shall not refuse for any reason.

Article 24 Shareholders shall present their stock account card, identity card or other valid certificates or certificates that can show their identity to the shareholders' meeting. The agent shall also submit the shareholder's power of attorney and valid personal identification documents.

Article 25 The convenor and the lawyer shall jointly verify the legitimacy of the shareholders' qualifications according to the register of shareholders provided by the securities registration and settlement institution, and register the name or name of the shareholders and the number of shares holding voting rights. The registration of the meeting shall be terminated before the presiding officer announces the number of shareholders and agents present at the meeting and the total number of shares holding voting rights.

Article 26 When a company holds a general meeting of shareholders, all the directors, supervisors and the secretary of the board of directors shall attend the meeting, and the president and other senior management personnel shall attend the meeting without voting rights.

Article 27 The shareholders' meeting shall be presided over by the chairman. If the chairman is unable to perform his duties or fails to perform his duties, the vice chairman shall preside; If the vice chairman is unable to perform his duties or fails to perform his duties, he shall be presided over by a director jointly elected by more than half of the directors. If the directors fail to elect a chairman of the meeting, the shareholders present at the meeting shall jointly nominate a shareholder to preside over the meeting; If for any reason a shareholder cannot be elected to preside over the meeting, the shareholder (or shareholder's agent) present at the meeting holding the most voting rights shall preside over the meeting.

The shareholders' meeting convened by the Board of Supervisors shall be presided over by the chairman of the board of Supervisors. When the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, the vice chairman of the board of Supervisors shall preside; If the vice chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, a supervisor jointly elected by more than half of the supervisors shall preside.

A general meeting of shareholders convened by the shareholders themselves shall be presided over by a representative elected by the convenor.

When a general meeting of shareholders is held, if the presiding officer violates these Rules so that the general meeting of shareholders cannot continue, the general meeting of shareholders may elect a person to serve as the presiding officer and continue the meeting with the consent of more than half of the shareholders present at the meeting.

Article 28 The meeting of the shareholders' general meeting shall be conducted and the agenda arranged in accordance with the following procedures:

(a) to elect or confirm the meeting moderator (if necessary);

(2) the chairman of the meeting announces the beginning of the meeting;

(3) The secretary of the board of directors reports the list of main participants;

(4) the chairman of the meeting announces the rules of the meeting;

1. The convening of the meeting;

2. Meeting agenda;

3, the conference proposal reading (or introduction), review method;

4. Voting method of the meeting;

5. Other matters.

(5) To examine the proposals of the Conference;

(6) The presiding officer of the meeting announces the number of shareholders and shareholders' agents present at the meeting and the total number of shares holding voting rights (the registration of the meeting shall be terminated);

(7) To elect two shareholders' representatives to be responsible for counting and supervising votes (by a show of hands, approved by more than half of the total number of shareholders or shareholders' agents present at the general meeting; If it is not possible to elect, the two shareholders who are present at the general meeting and have no connection with the items discussed at the meeting and hold the most voting shares or their shareholders' agents shall serve);

(8) Vote on all proposals one by one (except for proposals for the election of directors and supervisors by cumulative vote);

(9) Lawyers, representatives of shareholders and representatives of supervisors jointly collect voting votes and count the votes;

(10) The presiding officer of the meeting reads out the voting status of each proposal, the voting result, and whether each proposal is passed and forms a resolution of the shareholders' meeting;

(11) The chairman of the meeting announces that the meeting of the shareholders' meeting is closed.

The meeting moderator may adjust the above meeting procedures and agenda according to the specific circumstances and needs.

Article 29 At the annual general meeting of shareholders, the Board of directors and the Board of Supervisors shall make a report to the general meeting of shareholders on their work in the past year, and each independent director shall also make a report on his/her duties.

Article 30 A shareholder shall have the right to speak, inquire, question and vote at the shareholders' meeting in accordance with law.

Article 31 Directors, supervisors and senior managers shall take seriously the questions raised by shareholders at the shareholders' meeting and give explanations and explanations.

Article 32 The presiding officer of the meeting shall announce the number of shareholders and agents present at the meeting and the total number of shares holding voting rights before voting, and the number of shareholders and agents present at the meeting and the total number of shares holding voting rights shall be subject to the registration of the meeting.

Article 33 If a shareholder is related to the matters to be examined at the shareholders' meeting, he shall withdraw from voting, and the shares with voting rights held by him shall not be counted in the total number of shares with voting rights attending the shareholders' meeting.

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

Article 34 When the shareholders' meeting votes on the election of directors and supervisors, the cumulative voting system shall be implemented in accordance with the provisions of the articles of association or the resolutions of the shareholders' meeting.

The term "cumulative voting system" as mentioned in the preceding paragraph means that when the general meeting of shareholders elects directors or supervisors, each share shall have the same voting rights as the number of directors or supervisors to be elected, and the voting rights of the shareholders may be used collectively.

Article 35 The list of candidates for directors and supervisors shall be submitted to the general meeting of shareholders for vote by way of proposals.

Candidates for directors and supervisors shall be nominated in writing by the previous board of directors, the Board of Supervisors and the shareholders who hold or jointly hold more than 5% of the total number of outstanding voting shares of the company. When nominating the candidates, the resume and basic information of the candidates shall be provided, and the board of directors shall submit the candidates to the general meeting of shareholders for a resolution.

When the general meeting of shareholders considers the proposal for the election of directors and supervisors, it shall vote on each candidate for director and supervisor one by one. After the proposal for reelection of directors and supervisors is passed, the new directors and supervisors shall assume office immediately after the meeting.

Article 36 Excluding accumulation