Article 1 These Rules of procedure are formulated 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) and the Articles of Association of Shanghai Xuanhong Power Equipment Co., LTD. (hereinafter referred to as the Articles of Association) in order to strengthen the supervision mechanism and promote and guarantee the Company's operation in accordance with law and standard operation.

2. Supervisors

Article 2 The supervisors shall be the representatives of the shareholders and the employees of the company. The number of supervisors held by the employee representatives of the company shall not be less than one-third of the number of supervisors.

Article 3 In the circumstances provided for in Article 94 of the Articles of Association of the company, he shall not serve as a supervisor of the company. The directors, general managers and other senior managers of the Company shall not serve concurrently as supervisors.

Article 4 The term of office of a supervisor is three years. The shareholders' representatives shall be elected or replaced by the shareholders' meeting, and the employees' representatives shall be democratically elected or replaced by the employees of the company.

Article 5 Supervisors shall exercise the following functions and powers:

(1) To hear the reports of the directors and general manager on the company's operating conditions and operating results and the relevant reports of the financial officer on the company's finance;

(2) The supervisors, entrusted by the Board of Supervisors, have the right to inspect the company's business and financial status, examine the books and documents, and have the right to request the Board of Directors and the general manager to provide reports on the situation;

(3) As entrusted by the Board of Supervisors, the supervisor shall have the right to inspect and examine all kinds of financial and accounting statements (including balance sheet, profit and loss statement, cash flow statement, etc.) prepared and submitted by the Board of Directors in each fiscal year, write down his/her opinions in a report, and report to the general meeting of shareholders after being approved by the board of Supervisors;

(4) The supervisor shall have the right to exercise his supervisory power in accordance with the provisions of the articles of association of the company or as entrusted by the board of supervisors;

(5) The right to attend the board of Directors without voting rights and to raise questions or make suggestions on matters resolved by the Board of Directors.

Article 6 Supervisors shall have the following obligations:

(1) Abide by the laws and regulations of the State and the articles of association of the Company, the supervisor shall have the duty of loyalty and diligence to the company, conscientiously perform his duties and implement the resolutions of the Board of Supervisors;

(2) shall not disclose the company's secrets except as prescribed by law and approved by the general meeting of shareholders;

(3) Shall not use the power to seek personal gains, shall not accept bribes or other illegal income, shall not occupy the property of the company.

(4) The supervisor shall ensure that the information disclosed by the company is true, accurate and complete.

Article 7 Supervisors shall not use their associated relations to harm the interests of the company, and shall be liable for compensation if losses are caused to the company.

Article 8 Where a supervisor violates laws, administrative regulations, departmental rules or the articles of association of the company and causes losses to the company while performing his duties, he shall be liable for compensation.

3. Board of Supervisors

Article 9 The Board of Supervisors is an internal supervisory body established in accordance with the Company Law and is responsible for and reports on the work of the general meeting of shareholders. The Board of supervisors shall exercise its power of supervision in accordance with the law to ensure that the legitimate rights and interests of shareholders, the company and employees are not infringed upon. The activities of the Board of supervisors exercising the power of supervision according to law shall be protected by law, and no unit or individual may interfere.

Article 10 The tasks of the Board of supervisors shall be as follows: exercise the power of supervision to ensure the realization of the company's business objectives and improve the efficiency of enterprise operation; Ensure the legality and compliance of the company's operations to prevent business risks; Protect the safety of company property and ensure the reliability of financial and business information disclosure.

Article 11 The board of supervisors of the company shall consist of three supervisors and one chairman of the board of supervisors.

Article 12 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 examined and reviewed and written review opinions shall be submitted;

(2) To examine the company's financial affairs;

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

(4) requiring directors and senior managers to make corrections when their acts harm the interests of the company;

(5) to propose the convening of an extraordinary general meeting of shareholders, and 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 the general meeting as prescribed by the Company Law;

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

(7) instituting a lawsuit against a director or senior manager in accordance with Article 152 of the Company Law;

(8) It may conduct an investigation if it finds that the operation of the company is abnormal; If necessary, it may employ accounting firms, law firms and other professional institutions to assist it in its work, and the expenses shall be borne by the company.

Article 13 The Chairman of the Board of supervisors shall exercise the following functions and powers:

(1) To convene and preside over meetings of the Board of supervisors;

(2) To examine the implementation of the resolutions of the Board of Supervisors;

(3) Report to the shareholders' meeting on behalf of the Board of Supervisors.

Iv. Contents of supervision by the Board of Supervisors

Article 14 The Board of Supervisors shall carry out the following supervision work:

(1) To check whether the general manager personnel earnestly implement the resolutions of the Board of directors, check the company's business operation, and supervise the company's financial operation by reviewing the balance sheet, profit and loss statement, cash flow statement, property records, etc.;

(2) The Board of supervisors shall supervise the use of raised funds and allotment funds;

(3) The Board of supervisors shall strictly supervise the company's high-risk investment;

(4) To supervise mortgage loans guaranteed by credit;

(5) Supervision over the acquisition or sale of assets;

(6) Supervision of connected transactions;

(7) To supervise the expenses and remuneration of the company's management;

(8) Supervise the disclosure of company information and check the timeliness and reliability of financial information disclosure.

V. Procedures of the Board of Supervisors

Article 15 The meeting of the Board of supervisors shall be held at least once every six months, and the supervisor may propose a temporary meeting.

Article 16 The Board of supervisors shall be divided into regular meetings and temporary meetings.

Notice of the meeting of the Board of supervisors shall be given by letter, fax, E-mail, etc. Notice shall be given to all members of the Board of Supervisors ten days in advance of the regular meeting of the board of Supervisors; Notice shall be given to all members of the supervisory Board five days prior to the convening of the provisional meeting of the Supervisory Board.

Article 17 The meeting of the Board of supervisors shall be presided over by the chairman of the Board of Supervisors. If the chairman of the board of Supervisors is unable or fails to perform his duties, the vice chairman of the board of Supervisors shall convene and preside over the meeting of the board of Supervisors; If the vice chairman of the board of supervisors is unable or fails to perform his duties, a supervisor jointly nominated by more than half of the supervisors shall convene and preside over the meeting of the board of supervisors.

Article 18 Supervisors shall attend meetings of the Board of supervisors. A supervisor who is absent for any reason may submit a written opinion or a written vote in advance, or may entrust another supervisor in writing to attend the meeting of the Board of Supervisors on his behalf. The power of attorney must specify the scope of the entrustment.

Article 19 Minutes of the meeting of the Board of supervisors shall be taken, and the minutes shall be signed by the supervisors and the minutes clerk present at the meeting. The supervisor shall have the right to require some kind of explanatory record on the record of his speech at the meeting.

Article 19 The Board of supervisors shall adopt the method of secret voting when making a resolution.

Article 20 A resolution of the Board of supervisors shall be valid only if it is passed by more than half of all the supervisors.

Article 21 When the Board of Supervisors deems it necessary, it may invite the chairman, director or general manager to attend the meeting without voting rights.

Article 22 When performing its supervisory duties, the Board of Supervisors may, with the approval of the Board of Supervisors by resolution, entrust independent accountants, lawyers or other experts to conduct on-site or off-site audit of the problems in the company's operation, and the necessary expenses shall be borne by the company.

Article 23 The resolutions of the Board of supervisors shall be implemented by the supervisors or supervised by the board of supervisors.

Article 24 The Board of Supervisors shall establish a record system for the implementation of resolutions. Each resolution of the Board of supervisors shall be assigned to the supervisor for implementation, and the designated supervisor shall record the implementation of the resolution and report the final result to the Board of Supervisors.

Article 25 The Board of Supervisors shall establish a forecasting mechanism for the company's operating risks and shall control in advance the risks that may be encountered or caused in the company's operation and management.

Article 26 If the Board of Supervisors considers that the resolution of the Board of Directors violates laws, regulations, the Articles of Association or damages the interests of the company and shareholders, it may recommend the Board of Directors to review the resolution in accordance with the provisions. If the board of directors does not adopt or maintains the original resolution after reconsideration, the Board of Supervisors shall report to the general meeting of shareholders until an extraordinary general meeting of shareholders is proposed to resolve the matter.

6. Supplementary Provisions

Article 27 Matters not covered in these Rules shall be implemented in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China and other relevant laws and regulations, normative documents and the Articles of Association of the Company. In case of any conflict between these Rules and the relevant laws and regulations of the State, the laws and regulations of the State shall prevail, and these Rules shall be amended in time.

Article 28 These rules shall be amended by the Board of Supervisors.

Article 28 These rules are annexes to the articles of association of the company and shall be interpreted by the Board of Supervisors.

Article 29 These Rules shall come into force after being examined and approved by the shareholders' meeting.

Shanghai Xuanhong Electric power Equipment Co., LTD

Board of supervisors