Stock code: 688120 Stock abbreviation: Huahai Qingke

Huahai Qingke Co., Ltd

Meeting materials of the 4th Extraordinary General Meeting of Shareholders in 2024

December 2024

Table of Contents

Notice of the Fourth Extraordinary General Meeting of Shareholders of Huahai Qingke Co., Ltd. in 2024...... 1

Agenda of the Fourth Extraordinary General Meeting of Shareholders of Huahai Qingke Co., Ltd. in 2024...... 3

Proposal of the Fourth Extraordinary General Meeting of Shareholders of Huahai Qingke Co., Ltd. in 2024...... 5

Proposal 1: Proposal on the change of directors of the company...... 5

Proposal 2: Proposal on the change of the company's supervisors...... 7

Proposal 3: Proposal on changing the registered capital and amending the Articles of Association...... 8

Proposal 4: Proposal on amending the "Working System for Independent Directors...... 10

Proposal 5: Proposal on the re-appointment of the auditor in 2024...... 11. Proposal 6: On signing the "Financial Services Agreement" with Tianfu Qingyuan Holding Group Finance Co., Ltd

Proposal for Frequently Related Party Transactions...... 15

Huahai Qingke Co., Ltd

Notice to the Fourth Extraordinary General Meeting of Shareholders in 2024

In order to safeguard the legitimate rights and interests of all shareholders of Huahai Qingke Co., Ltd. (hereinafter referred to as the "Company"), ensure the normal order and efficiency of the general meeting of shareholders, and ensure the smooth progress of the general meeting, in accordance with the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", "Rules of the General Meeting of Shareholders of Listed Companies" and "Articles of Association", "Rules of Procedure of the General Meeting of Shareholders" and other relevant provisions, the notice of the general meeting of shareholders is hereby formulated:

1. In order to ensure the seriousness and normal order of the general meeting of shareholders and effectively safeguard the legitimate rights and interests of shareholders, the company has the right to refuse other persons to enter the venue in accordance with the law, except for shareholders or shareholders' agents, directors, supervisors, senior managers, witness lawyers and persons invited by the board of directors attending the meeting.

2. Shareholders or shareholders' agents attending the meeting must go through the sign-in procedures at the meeting site 30 minutes before the meeting, and please present the securities account card, identity document or legal person unit certificate, power of attorney, etc., and receive the meeting materials after verification before attending the meeting.

3. The meeting shall deliberate and vote on the motions in the order listed in the notice of the meeting.

4. Shareholders and their representatives participate in the general meeting of shareholders and enjoy the right to speak, question, vote and other rights in accordance with the law. Shareholders and their representatives participating in the general meeting of shareholders shall conscientiously perform their statutory obligations, shall not infringe upon the legitimate rights and interests of the company and other shareholders and shareholders' representatives, and shall not disturb the normal order of the general meeting of shareholders.

5. Shareholders and their representatives who request to speak shall speak only after obtaining the permission of the presiding officer of the meeting in accordance with the agenda of the meeting. When multiple shareholders and shareholders' representatives ask questions at the same time, the one who raises his hand first will speak first; If the presiding officer cannot be determined, the moderator shall designate the speaker. Only shareholders and shareholders' proxies will be accepted to speak or ask questions during the meeting. Speeches or questions should be concise and concise around the topic of the meeting, and the time should not exceed 5 minutes in principle.

6. When shareholders and their representatives request to speak, they shall not interrupt the report of the rapporteur of the meeting or the speeches of other shareholders and their representatives, and the shareholders and their representatives shall not speak when voting at the general meeting of shareholders. If the shareholders and their representatives violate the above provisions, the presiding officer has the right to refuse or stop them.

7. The moderator may arrange for the company's directors, supervisors and senior managers to answer the questions raised by shareholders. The moderator or the relevant personnel designated by the moderator have the right to refuse to answer questions that may disclose the company's trade secrets and/or insider information and damage the common interests of the company and shareholders.

8. Shareholders and shareholders' representatives attending the general meeting of shareholders shall express one of the following opinions on the proposals submitted for voting for non-cumulative voting: agree, oppose or abstain. Missing, incorrect, illegible

The votes recognized and the votes not cast shall be deemed to be the abstention of the voting rights of the voter, and the voting result of the shares held by the voter shall be counted as "abstention". For proposals with cumulative votes, in the voting column, fill in the number of votes. If the cumulative voting system is adopted, shareholders have the total number of votes equal to the total number of directors or supervisors to be elected under the proposal group for each share, and shareholders can vote for a certain candidate in a concentrated manner or for different candidates in any combination.

9. The general meeting of shareholders adopts a combination of on-site voting and online voting, and issues an announcement on the resolution of the general meeting of shareholders in combination with the voting results of on-site voting and online voting.

10. The meeting was witnessed and issued by the practicing lawyers of the law firm hired by the company.

11. During the meeting, participants should pay attention to maintaining the order of the venue, do not move around at will, adjust the mobile phone to mute state, refuse personal audio recording, video recording and photography, and have the right to stop the behavior of interfering with the normal procedures of the meeting, picking quarrels and provoking troubles or infringing on the legitimate rights and interests of other shareholders, and report to the relevant departments for processing.

12. The Company does not issue gifts to shareholders attending shareholders' meetings, and is not responsible for arranging accommodation for shareholders attending shareholders' meetings, and treats all shareholders equally.

13. For the specific content of the registration method and voting method of this general meeting of shareholders, please refer to the company's announcement in 2024

On November 3 www.sse.com.cn 0, the "About Convening 2024

Notice of the Fourth Extraordinary General Meeting of Shareholders.

Huahai Qingke Co., Ltd

Agenda of the 4th Extraordinary General Meeting of Shareholders in 2024

1. Time, place and voting method of the meeting

1. Meeting time: 14:30 on December 17, 2024

2. On-site meeting place: Conference Room 2102, Building 2, No. 11, Juxing Road, Xianshuigu Town, Jinnan District, Tianjin

3. Voting method: a combination of on-site voting and online voting

4. The system, start and end date and voting time of online voting

Online voting system: the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange

Online voting: December 17, 2024

Until December 17, 2024

Using the online voting system of the Shanghai Stock Exchange, the voting time through the voting platform of the trading system is the trading time of the day of the general meeting of shareholders, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00, and the voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.

2. Agenda of the meeting

(1) Participants sign in and receive conference materials

(2) The presiding officer announces the opening of the meeting and reports to the general meeting the number of shareholders attending the on-site meeting and the number of voting rights held

(3) Read out the instructions for the general meeting of shareholders

(4) Elect members for vote counting and scrutineers

(5) To deliberate on the proposals of the meeting

1. Proposal on the change of directors of the company

2. Proposal on the change of the company's supervisors

3. Proposal on changing the registered capital and amending the Articles of Association

4. Proposal on amending the "Working System for Independent Directors".

5. Proposal on the reappointment of the auditor for 2024

6. Proposal on signing the "Financial Services Agreement" and daily related party transactions with Tianfu Qingyuan Holding Group Finance Co., Ltd

(6) Shareholders and shareholders' representatives at the meeting make speeches and ask questions

(7) Shareholders and proxies attending the meeting vote on various proposals

(8) Adjourn the meeting and count the voting results

(9) Resumption of the meeting, reading out the voting results of the meeting and the resolution of the general meeting of shareholders

(10) Witness the lawyer's reading of the legal opinion

(11) Sign the documents of the meeting

(12) End of the meeting

Huahai Qingke Co., Ltd

Proposal of the 4th Extraordinary General Meeting of Shareholders in 2024

Proposal 1: Proposal on the change of directors of the company

Dear Shareholders and Shareholders' Representatives,

The Board of Directors of the Company recently received the resignation report of Mr. Li Yunzhong, who applied for resignation as a director of the Company, a member of the Audit Committee of the Board of Directors and a member of the Nomination and Remuneration Committee of the Company due to the adjustment of work arrangements, and will no longer hold any position in the Company after his resignation. The resignation of Mr. Li Yunzhong did not cause the number of members of the Board of Directors of the Company to fall below the minimum quorum, nor did it affect the normal operation and daily operation of the Company. Mr. Li Yunzhong's resignation report shall take effect from the date of delivery to the Board of Directors of the Company.

In order to improve the corporate governance structure and ensure the standardized operation of the board of directors of the company, in accordance with the relevant provisions of the Company Law, the Articles of Association and other relevant provisions, nominated by the company's controlling shareholder Qingkong Venture Capital Co., Ltd., and reviewed by the nomination and remuneration committee of the board of directors of the company, Mr. Chen Taiquan was nominated as a director of the second board of directors of the company, and the term of office was from the date of deliberation and approval of the general meeting of shareholders of the company to the date of the end of the term of the second board of directors of the company.

For details, please refer to the company's disclosure on the website of the Shanghai Stock Exchange on November 30, 2024

(www.sse.com.cn).

The above proposal has been deliberated and passed by the sixth meeting of the second board of directors of the company on November 29, 2024, and is now submitted to the general meeting of shareholders for consideration.

Biography of Mr. Chen Taiquan:

Chen Taiquan, male, born in 1989, Chinese nationality, no right of permanent residence abroad, graduated from the University of London, UK

He holds a master's degree in mechanical engineering and is an intermediate economist. July 2011 to July 2013

Monthly staff of the maintenance department of Liaoning Hongyanhe Nuclear Power Co., Ltd.; September 2013 to November 2014 in the United Kingdom

Studied Mechanical Engineering at University College London; From August 2015 to June 2018, he served as the think tank of Guangdong Provincial Research Institute

Deputy Secretary-General of the Advisory Service Centre; From July 2018 to April 2019, he served as the owner of Sichuan New Energy Power Co., Ltd

Limited to the general manager's office staff of the company; From April 2019 to August 2022, he successively served as Sichuan Energy Investment Group

Deputy Director of the Research Center of the Limited Liability Company and Deputy Director of the Ministry of Science and Technology T August 2022 to August 2023

He served as the deputy director of the Science and Technology Innovation Department of Sichuan Energy Investment Group Co., Ltd. and the deputy general manager of Tianfu Qingyuan Holdings Co., Ltd.; Since August 2023, he has served as the deputy general manager of Tianfu Qingyuan Holdings Co., Ltd.

Up to now, Mr. Chen Taiquan does not hold any shares of the Company, and holds shares with the controlling shareholder and actual controller of the Company

Shareholders with more than 5% of the company's shares have no relationship with the company's directors, supervisors and senior managers, nor have they been punished by the China Securities Regulatory Commission and other relevant departments or punished by the Shanghai Stock Exchange, have not been suspected of crimes and have been investigated by the judicial authorities or have been investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, are not dishonest persons subject to execution, and meet the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, etc.

Huahai Qingke Co., Ltd

Board of Directors

December 17, 2024

Proposal 2: Proposal on changing the company's supervisors

Dear Shareholders and Shareholders' Representatives,

The Board of Supervisors of the Company received the resignation report of Ms. Zhou Yanhua, Chairman of the Board of Supervisors of the Company, who applied for resignation as a supervisor and the chairman of the Board of Supervisors of the Company for personal reasons, and no longer held any position in the Company after her resignation. The resignation of Ms. Zhou Yanhua has not caused the number of members of the Company's Board of Supervisors to fall below the minimum quorum, nor will it have an impact on the normal operation and daily operations of the Company. Ms. Zhou Yanhua's resignation report shall take effect from the date of delivery to the Board of Supervisors of the Company.

In order to improve the corporate governance structure and ensure the standardized operation of the board of supervisors of the company, in accordance with the relevant provisions of the Company Law, the Articles of Association and other relevant provisions, Mr. Li Quanbin was nominated by Qingkong Venture Capital Co., Ltd., the controlling shareholder of the company, as a candidate for supervisor of the second board of supervisors of the company, and the term of office shall be from the date of deliberation and approval of the general meeting of shareholders of the company to the date of the end of the term of the second board of supervisors of the company.

For details, please refer to the company's disclosure on the website of the Shanghai Stock Exchange on November 30, 2024

(www.sse.com.cn).

The above proposal has been deliberated and passed by the fifth meeting of the second board of supervisors of the company on November 29, 2024, and is now submitted to the general meeting of shareholders for consideration.

Biography of Mr. Li Quanbin:

Li Quanbin, male, born in 1988, Chinese nationality, no right of permanent residence abroad, graduated from Southwestern University of Finance and Economics with a master's degree in finance, intermediate economist, and non-practicing certified public accountant in China. In 2010

From July to October 2012, he served as a staff member of the power dispatching center of Lijiang Power Supply Bureau of China Southern Power Grid Corporation; July 2017

Until June 2019, he served as a staff member of the investment and development department of Sichuan Energy Investment New Town Investment Co., Ltd.; July 2019 to

In May 2024, he was appointed as a staff member of the Capital Operation Department of Sichuan Energy Investment Group Co., Ltd.; June 2024

Up to now, he has served as the deputy director of the investment and development department of Tianfu Qingyuan Holdings Co., Ltd. (presiding over the work).

Up to now, Mr. Li Quanbin does not hold shares of the company, has no relationship with the company's controlling shareholders and actual controllers, shareholders holding more than 5% of the company's shares, and the company's directors, supervisors and senior managers, nor has he been punished by the China Securities Regulatory Commission and other relevant departments or punished by the Shanghai Stock Exchange, has not been suspected of crimes and has not been investigated by the judicial authorities or suspected of violating laws and regulations by the China Securities Regulatory Commission. Qualifications required by normative documents.

Huahai Qingke Co., Ltd

Board of Supervisors

December 17, 2024

Proposal 3: Proposal on changing the registered capital and amending the Articles of Association

Dear Shareholders and Shareholders' Representatives,

The company held the 2023 Annual General Meeting of Shareholders on May 17, 2024, and deliberated and approved the "About

The company < the proposal for the > of the 2023 profit distribution and capital reserve conversion to share capital plan", and the company will increase 4.9 shares for every 10 shares to all shareholders based on the total share capital registered on the record date of the implementation of equity distribution and deducting the repurchased shares in the company's special repurchase account. The total share capital of the company on the record date of equity distribution is 158,933,383 shares, deducting the total number of shares in the special securities account for repurchase of 175,200 shares

The share capital base allocated is 158,758,183 shares, with a total of 77,791,510 shares converted into share capital. Whereas, the company 2023

The annual equity distribution plan has been implemented, and the registered capital of the company has been changed from RMB 158,933,383 to RMB

RMB236,724,893, and the total share capital increased from 158,933,383 shares to 236,724,893 shares.

At the same time, due to the fact that the "Strategic Development Committee of the Board of Directors", a special committee under the original board of directors of the company, is to be adjusted to the "Strategy and ESG Committee of the Board of Directors", in accordance with the requirements of the Company Law of the People's Republic of China and other relevant laws and regulations, combined with the actual situation of the company, the company intends to revise the relevant provisions in the articles of association, as follows:

Before Revision After Revision

Article 6 The registered capital of the company shall be RMB Article 6 The registered capital of the company shall be RMB

158,933,383 yuan. 236,724,893 yuan.

Article 20 The total number of shares of the company shall be Article 20 The total number of shares of the company shall be

15,8933,383 shares, all of which are common shares. 23,6724,893 shares, all of which are common shares.

Article 110 Subparagraph (16) Article 110 Subparagraph (16).

(16) Laws, administrative regulations, and departmental rules (16) Laws, administrative regulations, and departmental regulations

Chapter or the provisions of this Constitution, and the provisions of the Constitution or these Articles of Association, and the Grant of the General Meeting of Shareholders

and other powers. and other powers.

The Board of Directors of the Company shall establish an Audit Committee, and the Board of Directors of the Company shall establish an Audit Committee, and

Establish special committees on strategy development, nomination and remuneration as needed Establish special committees on strategy and ESG, nomination and remuneration as needed. Special committees to special committees such as the Board of Directors. The special committees shall be responsible to the Board of Directors, and shall perform their duties in accordance with this Charter and the authorization of the Board of Directors, and shall submit proposals to the Board of Directors for deliberation and decision. Responsibilities, proposals shall be submitted to the Board of Directors for deliberation and decision. The members of the special committee are all composed of directors, and the members of the special committee are all composed of directors

The independent directors of the Audit Committee and the Nomination and Remuneration Committee of the Audit Committee and the Nomination and Remuneration Committee shall be the majority and serve as the convener, the independent directors of the Audit Committee shall be the majority and serve as the convener, the convener of the Audit Committee shall be accounting professionals, the convener of the Audit Committee shall be accounting professionals, and the members of the Audit Committee shall be members of the Accounting Committee who are not listed companies, and shall be directors who are not senior management of listed companies. The Board of Directors is responsible for the directors of the senior management. The Board of Directors is responsible for formulating the working rules of the special committees, standardizing the working rules of the special committees, and standardizing the working rules of the special committees

Functioning of the Committee. Functioning of the Committee.

Matters beyond the scope of authorization of the general meeting of shareholders, Matters beyond the scope of authorization of the general meeting of shareholders,

It should be submitted to the general meeting of shareholders for deliberation. It should be submitted to the general meeting of shareholders for deliberation.

Except for the above amendments, the other provisions of the Articles of Association remain unchanged. This articles of association shall come into force after being deliberated and approved by the general meeting of shareholders of the company, and the original articles of association of the company shall be automatically repealed after the articles of association take effect.

The general meeting of shareholders is requested to authorize the company's legal representative and its authorized person to handle the relevant procedures for industrial and commercial change, filing and registration. The above changes are subject to the final approval of the industrial and commercial registration authority.

For details, please refer to the company's disclosure on the website of the Shanghai Stock Exchange on November 30, 2024

(www.sse.com.cn).

The above proposal has been deliberated and passed by the sixth meeting of the second board of directors of the company on November 29, 2024, and is now submitted to the general meeting of shareholders for consideration.

Huahai Qingke Co., Ltd

Board of Directors

December 17, 2024

Proposal 4: Proposal on amending the "Working System for Independent Directors".

Dear Shareholders and Shareholders' Representatives,

Due to the adjustment of the "Strategic Development Committee of the Board of Directors" to the "Strategy and ESG Committee of the Board of Directors", a special committee under the Board of Directors of the Company, the Company intends to revise the relevant expressions involved in the "Working System for Independent Directors", and the content of other provisions remains unchanged.

For details, please refer to the company's disclosure on the website of the Shanghai Stock Exchange on November 30, 2024

(www.sse.com.cn).

The above proposal has been deliberated and passed by the sixth meeting of the second board of directors of the company on November 29, 2024, and is now submitted to the general meeting of shareholders for consideration.

Huahai Qingke Co., Ltd

Board of Directors

December 17, 2024

Proposal 5: Proposal on the renewal of the appointment of the auditor in 2024

Dear Shareholders and Shareholders' Representatives,

In order to ensure the normal progress of the audit work, the company plans to re-appoint Lixin Certified Public Accountants (special general partnership)

(hereinafter referred to as "Fong") is the company's 2024 annual financial report and internal control auditor, and the appointment period is

For one year, the basic information of the accounting firm to be hired is as follows:

1. Institutional information

(1) Basic information

Lixin Certified Public Accountants (Special General Partnership) was founded in 1927 by Dr. Pan Xulun, a Chinese accounting tycoon

Founded in Shanghai, it was reopened in 1986 and became the first special general partnership accountant in China to complete the restructuring in 2010

The firm has its registered address in Shanghai, and its chief partner is Mr. Zhu Jiandi. Fong's is an international accounting network, BDO

member firms, which have been engaged in securities service business for a long time, and have securities and futures business licenses before the implementation of the new securities law.

Qualified as an H-share auditor and registered with the Public Company Accounting Oversight Board (PCAOB).

As of the end of 2023, Fong's has 278 partners, 2,533 certified public accountants, and a total number of practitioners

10,730 and 693 certified public accountants who have signed audit reports on securities service business.

Fong's business income (audited) in 2023 will be 5.001 billion yuan, of which the audit business income will be 3.516 billion yuan.

The income from securities business was 1.765 billion yuan.

In 2023, Fong's will provide annual report audit services for 671 listed companies, with a total audit fee of 832 million yuan.

The company has 59 audit clients of listed companies in the same industry.

(2) Investor protection capabilities

As of the end of 2023, Fong's has withdrawn 166 million yuan from the occupational risk fund, and the accumulated compensation for the occupational insurance purchased

The compensation limit is 1.25 billion yuan, and the relevant occupational insurance can cover the civil liability caused by audit failure.

Fong's civil liability in civil litigation related to professional conduct in the past three years:

Litigation (arbitration) Litigation (arbitration) results

Layoffs) Layoffs) Layoffs) Amounts

Geeya Technology, Zhou Shangyu 1,000 joint and several liability, Ericsson insured occupational insurance

The 2014 annual report of investors CIFI and Lixin is more than 10,000 yuan, and the lawsuit is sufficient to cover the amount of compensation, and the judgment is currently in effect

The decisions of the proceedings have been fulfilled

The first instance judgment of Lixin against Bao Qianli in 2016

Bao Qianli, Tohoku December 30 to December 14, 2017

Investors Securities, Bank Credit Rating 2015 restructuring, 2015 800,000 yuan during the period due to securities misrepresentation of investment

15% of the debts incurred by the annual report and the 2016 annual report shall be compensated for the supplementary compensation

Liability, Occupational Insurance Insured by Fong's 12.5

100 million yuan is sufficient to cover the amount of compensation

(3) Creditworthiness records

In the past three years, Fong's has received 0 criminal penalties, 1 administrative punishment, and 29 supervision and management measures for his professional behavior

1 self-regulatory measure and 0 disciplinary sanctions, involving 75 employees.

2. Project information

(1) Basic information

Project Name Certified Public Accountant Started to Engage in Listing Started in the Firm Started to Raise for the Company

Practice time Company audit time Practice time For audit service hours

Project Partner: Jinhua Zhang, 2007, 2007, 2011, 2024

Signed CPA Wu Yin 2019 2017 2019 2024

Quality Control Reviewer: Wang Zhiyong, 2000, 2003, 2012, 2024

1. The project partner's experience in the past three years:

Name: Jinhua Zhang

Time Listed Company Name Position

In 2021, Beijing Yusys Technology Group Co., Ltd. signed partner

2023 Ogilvy Medical Products Co., Ltd. Signing Partner

From 2022 to 2023, he will be the signing partner of Beijing Borui Hongyuan Data Technology Co., Ltd

2021-2022 Signing Partner of Beijing Zhongdi Investment Co., Ltd

2021-2023 Signing Partner of Hebei Henggong Precision Equipment Co., Ltd

From 2021 to 2023, he was the signing partner of Shandong Haike Xinyuan Material Technology Co., Ltd

In 2023, Zhongrun Resources Investment Co., Ltd. signed partner

2021-2023 Review Partner of Beijing Kunlun Wanwei Technology Co., Ltd

2021-2022 Review Partner of Tibet Gaozheng Civil Explosives Co., Ltd

2021-2023 Review Partner of Huayuan Real Estate Co., Ltd

2021-2023 Zhejiang Ailip Technology Co., Ltd. Review Partner

2021-2023 Dongxin Semiconductor Co., Ltd. Review Partner

From 2021 to 2022, Chengyuan Mining Development Co., Ltd. Review Partner

2021-2023 Tibet Huayu Mining Co., Ltd. Review Partner

2. Signing CPA practice in the past three years:

Name: Wu Yin

Time Listed Company Name Position

In 2021, Beijing Zhizhen Technology Co., Ltd. signed a certified public accountant

3. The experience of the quality control reviewer in the past three years:

Name: Zhiyong Wang

Time Listed Company Name Position

2022-2023 Signing Partner of Beijing Luen Thai Xinke Railway Technology Co., Ltd

2022-2023 Signing Partner of Beijing Yushiyuan Food Co., Ltd

In 2022, Beijing Zhongyu Dental Co., Ltd. signed partner

From 2021 to 2022, he was the signing partner of Zhongyu Guangheng Technology Co., Ltd

From 2021 to 2023, he was a signing partner of Jiayou International Logistics Co., Ltd

From 2021 to 2023, he was a signed partner of AECC Power Co., Ltd

From 2021 to 2023, he was the signing partner of Zhoushan Taihe Food Co., Ltd

2022-2023 Review Partner of Beijing Borui Hongyuan Data Technology Co., Ltd

2022-2023 Review Partner of Beijing Miaoyin Digital Technology Co., Ltd

2022-2023 Review Partner of Beijing Naland Technology Co., Ltd

2022-2023 Review Partner of Beijing Tsingda Tianda Optoelectronics Technology Co., Ltd

2022-2023 Review Partner of Huahai Qingke Co., Ltd

2022-2023 Review Partner of Tus-Pharmaceutical Group Co., Ltd

(2) Creditworthiness records

The project partners, signatory certified public accountants and quality control reviewers have not been subject to criminal penalties or administrative penalties for their professional conduct in the past three years, and have not been subject to the supervision and management measures of the securities regulatory authority or the self-regulatory measures or disciplinary actions of self-regulatory organizations such as stock exchanges and industry associations.

(3) Independence

Fong's and the above-mentioned project partners, signatory CPAs and quality control reviewers have not violated the independence requirements of the Code of Professional Ethics of Chinese Certified Public Accountants.

(4) Audit fees

The pricing principle of audit fees in 2024 is mainly based on various factors such as the company's business scale, industry and complexity of accounting treatment, and is determined through public bidding and combined with factors such as the number of auditors and the workload invested in the company's annual report.

The company's audit fee for 2024 is 1 million yuan (tax included), of which the audit fee for financial reports is 800,000 yuan and the internal control audit fee is 200,000 yuan, a decrease of 100,000 yuan compared with the audit fee in 2023, the details are as follows:

Unit: 10,000 yuan (tax included)

Project 2023 Audit Fee 2024 Audit Fee Increase

Financial Report Audit 90 80 -11.11%

Internal Control Audit 20 20 -

Total 110 100 -9.09%

The general meeting of shareholders is requested to authorize the legal representative of the company to sign relevant service agreements with Lixin Certified Public Accountants (special general partnership) and other matters

For details, please refer to the company's disclosure on the website of the Shanghai Stock Exchange on November 30, 2024

(www.sse.com.cn).

The above proposal has been deliberated and passed by the sixth meeting of the second board of directors of the company on November 29, 2024, and is now submitted to the general meeting of shareholders for consideration.

Huahai Qingke Co., Ltd

Board of Directors

December 17, 2024

Proposal 6: On signing the "Gold" with Tianfu Qingyuan Holding Group Finance Co., Ltd

Financial Service Agreement" and the proposal of daily related party transactions

Dear Shareholders and Shareholders' Representatives,

In order to further improve the efficiency of the company's capital use and expand financing channels, the company intends to sign the "Financial Services Agreement" and daily related party transactions with Tianfu Qingyuan Holding Group Finance Co., Ltd. (hereinafter referred to as "Qingkong Finance Company"), and Qingkong Finance Company will provide the company with financial services such as deposit services, comprehensive credit services, and settlement services, as follows:

1. Overview of related party transactions

The Company intends to sign the Financial Services Agreement with Qingkong Finance Co., Ltd., which will provide financial services such as deposit services, comprehensive credit services, and settlement services to the Company and its relevant subsidiaries within the scope of the merger. Among them, the maximum daily deposit balance (including accrued interest) of the Company shall not exceed RMB 100 million, and the maximum balance of unified comprehensive credit (including accrued interest) provided by the Company and its subsidiaries shall not exceed RMB 50 million, and the settlement services provided by the Company shall not charge any fees.

In view of the fact that Qingkong Finance Company is a wholly-owned subsidiary controlled by Tianfu Qingyuan Holdings Co., Ltd., the indirect controlling shareholder of the Company, and is an affiliated legal person of the Company. According to the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, this transaction constitutes a connected transaction, but does not constitute a material asset restructuring.

As of the date of this announcement, the company has not had any related party transactions with Qingkong Finance Company in the past 12 months; There were also no related party transactions related to the types of transaction targets between different related parties.

2. Basic information of related parties

(1) Explanation of the affiliation

Qingkong Finance Co., Ltd. is a wholly-owned subsidiary controlled by Tianfu Qingyuan Holdings Co., Ltd., the indirect controlling shareholder of the Company, and is an affiliated legal person of the Company. According to the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, this transaction constitutes a connected transaction.

(2) The basic information of the related persons

Company name: Tianfu Qingyuan Holding Group Finance Co., Ltd

Company Type: Limited Liability Company (Sole Proprietorship)

Legal representative: Li Yunzhong

Registered capital: 300,000 RMB

Date of Establishment: 2015-04-13

Registered address: Building 8, Yard 1, Zhongguancun East Road, Haidian District, Beijing, Block A, Science and Technology Building, Tsinghua Science and Technology Park

10 floors

Business Scope: Licensed Projects: Corporate Group Financial Company Services. (Projects subject to approval in accordance with the law can only be carried out after approval by relevant departments, and specific business projects are subject to the approval documents or licenses of relevant departments) (shall not engage in business activities prohibited and restricted by national and municipal industrial policies.) ）

Major shareholder: Tianfu Qingyuan Holdings Co., Ltd. holds 100% equity

Key financial data: As of December 31, 2023, the total assets of Qingkong Finance Company were 4.441 billion

The total liabilities were 1.212 billion yuan, and the deposits were 1.162 billion yuan, and the balance of loans was issued to the members of the group

2.462 billion yuan. In 2023, the operating income will be 120 million yuan and the net profit will be 60 million yuan.

(3) Other explanations

Qingkong Finance Company operates normally, has a good financial situation, has a strong ability to perform contracts, and is not a judgment defaulter.

3. The content and pricing of related party transactions

According to the Financial Services Agreement to be signed with Qingkong Finance Company, it is expected that the Company will carry out financial service related transactions with Qingkong Finance Company during the validity period of the Financial Services Agreement as follows:

(1) Deposit service: The company opens a deposit account in Qingkong Finance Company, and deposits funds into the deposit account in accordance with the principle of free access (except as otherwise provided by laws, regulations and trading rules), which can be in the form of demand deposits, time deposits, call deposits, agreement deposits and other principal-protected products. The maximum daily deposit balance (including accrued interest) of the Company shall not exceed RMB100 million. Qingkong Finance Company guarantees the safety of the company's deposits, and pays them in full and in a timely manner when the company puts forward capital needs and does not violate laws, regulations and trading rules.

(2) Unified comprehensive credit service: Under the premise of complying with relevant national laws and regulations, Qingkong Finance Company provides the company with unified comprehensive credit service according to the company's operation and development needs, and the credit balance (including accrued interest) shall not exceed RMB 50 million. The company can use the unified comprehensive credit provided by Qingkong Finance Company to handle other forms of financing business, including but not limited to loans, bill discounting, etc.

(3) Settlement services: In accordance with the company's instructions, Qingkong Finance Company provides payment services and collection services for the company, as well as other auxiliary services related to the settlement business, and does not charge any fees for the settlement services provided.

(4) Other financial services: mainly for other financial services (including but not limited to financial advisory, credit verification and related consulting, agency services, entrusted loans, etc.) within the scope of operation of Qingkong Finance Company

Other financial services are subject to negotiation and independent agreements.

Fourth, the main content of the financial services agreement

(1) Service content

In accordance with the laws and regulations of the relevant enterprise group finance companies, Qingkong Finance Company has the qualifications to provide financial services for the company, and it provides deposit services, settlement services, unified comprehensive credit services and other financial services for the company within the scope of its business.

(2) Transaction limits

For the sake of financial risk control and transaction reasonableness, the following restrictions are made on the financial services transactions between the two parties:

1. Deposit service: The company's maximum daily deposit balance (including accrued interest) of Qingkong Finance Company shall not exceed RMB 100 million. If the company's deposit in the company exceeds the maximum deposit limit due to settlement and other reasons, the company shall transfer the excess deposit to the bank account designated by the company and its subsidiaries in a timely manner according to the company's transfer instructions;

2. Unified comprehensive credit service: The balance of unified comprehensive credit (including accrued interest) provided by Qingkong Finance Company to the company and its subsidiaries shall not exceed RMB 50 million;

3. Settlement services: not applicable, Qingkong Finance Company does not charge any fees for the settlement services provided by the company;

4. Other financial services: not applicable.

(3) Pricing principles

1. The deposit interest rate of the deposit service provided by Qingkong Finance Company for the company shall not be lower than the deposit benchmark interest rate of the same type of deposit announced by the People's Bank of China;

2. The interest rate of the loan provided by Qingkong Finance Company to the company shall be implemented in accordance with the relevant regulations of the People's Bank of China, and under the same conditions, it shall not be higher than the loan interest rate of similar loans of major domestic commercial banks in the same period;

3. Qingkong Finance Company does not charge any fees for the settlement services provided by the company;

4. For other financial services provided by Qingkong Finance Company for the company, where the People's Bank of China or the State Administration of Financial Supervision and Administration has similar financial service charging standards, they shall comply with relevant regulations, and under the same conditions, they shall not be higher than the fees charged by major domestic commercial banks for similar financial services in the same period.

(4) Risk assessment and control measures

1. Qingkong Finance Company shall actively cooperate with the company's assessment of its business qualifications, business and risk status, and cooperate with the provision of relevant financial reports, risk indicators and other necessary information;

2. In the event of any major event stipulated by laws and regulations such as the Measures for the Administration of Financial Companies of Enterprise Groups, the financial company shall notify the company in a timely manner, assist the company in fulfilling the corresponding information disclosure obligations in accordance with the requirements of the Shanghai Stock Exchange, cooperate with the company in implementing the Risk Disposal Plan formulated for such circumstances, and take measures to avoid the occurrence or expansion of losses.

(5) The agreement comes into effect

This Agreement shall be established on the date of signature or seal of the legal representative or authorized representative of the Company and Qingkong Finance Company and affixed with their respective official seals, and shall come into force after the approval of the general meeting of shareholders of the Company for related party transactions under this Agreement. This Agreement is valid for three years.

5. The purpose of this related party transaction and its impact on the company

As a non-bank financial institution approved by the State Administration of Financial Supervision and Administration, Qingkong Finance Company has all the qualifications to provide financial services to members of enterprise groups. Qingkong Finance Company provides various financial services for the company, which is conducive to optimizing the company's financial management, broadening financing channels, reducing financing risks, and providing financial support and smooth financing channels for the company's long-term development. When Qingkong Finance Company provides financial services to the Company, the service price follows the principles of openness, fairness and impartiality, and will not harm the interests of the Company and all shareholders, especially small and medium-sized shareholders, and the Company shall maintain independence from the above-mentioned related parties, and the above-mentioned related party transactions will not affect the independence of the Company, and the Company's main business will not rely on related parties as a result of such transactions.

This proposal involves the abstention of the related shareholder Qingkong Venture Capital Co., Ltd. from voting.

For details, please refer to the company's disclosure on the website of the Shanghai Stock Exchange on November 30, 2024

(www.sse.com.cn).

The above proposal has been approved by the sixth meeting of the second board of directors of the company on November 29, 2024

The fifth meeting of the board of supervisors deliberated and approved, and is hereby submitted to the general meeting of shareholders for deliberation.

Huahai Qingke Co., Ltd

Board of Directors

December 17, 2024