Shandong Tianyue Advanced Technology Co., Ltd

Independent Director System (Draft)

(Applicable after the listing of H-share issuance)

In order to further improve the governance structure of Shandong Tianyue Advanced Technology Co., Ltd. (hereinafter referred to as the "Company") and promote the standardized operation of the Company, 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, the Code of Governance for Listed Companies, the Measures for the Administration of Independent Directors of Listed Companies, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation" The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Listing Rules") and other laws, regulations, normative documents and the Articles of Association of Shandong Tianyue Advanced Technology Co., Ltd. (hereinafter referred to as the "Articles of Association") are hereby formulated.

Chapter I: General Provisions

Article 1 The independent directors referred to in this system refer to the directors who do not hold other positions in the company except directors, and have no direct or indirect interest in the company they are employed by, their major shareholders and actual controllers, or other directors who may affect their independent and objective judgment.

Article 2 Independent directors shall have a duty of loyalty and diligence to the Company and all shareholders. Independent directors shall, in accordance with the requirements of relevant laws, administrative regulations, regulations of the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission"), securities regulatory rules of the place where the company's shares are listed and the articles of association of the company, conscientiously perform their duties, play the role of participation in decision-making, supervision, checks and balances, and professional consultation in the board of directors, safeguard the overall interests of the company, and protect the legitimate rights and interests of small and medium-sized shareholders.

Independent directors shall perform their duties independently and shall not be influenced by the company, its major shareholders, actual controllers and other units or individuals.

Article 3 The company shall have no less than 3 independent directors, accounting for no less than 3 points of the board of directors

One. Independent directors serve as independent directors in a maximum of 3 domestic listed companies, and independent directors should ensure that they have sufficient time and energy to effectively perform their duties as independent directors.

Article 4 The independent directors appointed by the company shall include at least one accounting professional. An independent director should be permanently resident in Hong Kong.

A person nominated as an independent director in the capacity of an accounting professional should meet the requirements of Rule 3.10(2) of the Hong Kong Listing Rules and possess substantial accounting expertise and experience, and meet at least one of the following criteria:

(1) Have the qualifications to practice as a certified public accountant;

(2) Have a senior title, associate professor title or doctoral degree in accounting, auditing or financial management;

(3) Have a senior professional title in economic management, and have more than 5 years of full-time work experience in accounting, auditing or financial management and other professional positions;

(4) The requirements of the securities regulatory rules of the place where the company's shares are listed for the independent board of directors or financial management expertise.

Article 5 If an independent director does not meet the conditions for independence or is otherwise unsuitable to perform the duties of an independent director, resulting in the company's independent directors not reaching the quorum, the company shall make up the number of independent directors in accordance with regulations.

Chapter II Requirements for Independent Directors

Article 6 To serve as an independent director, the following basic conditions shall be met:

(1) In accordance with laws, administrative regulations, securities regulatory rules of the place where the company's shares are listed and other relevant provisions, they have the qualifications to serve as directors of listed companies;

(2) be independent as required by laws and regulations, normative documents, the Hong Kong Listing Rules and the Articles of Association;

(3) Have basic knowledge of the operation of listed companies, and be familiar with relevant laws, administrative regulations, rules and rules;

(4) Have at least five years of experience in law, accounting, economics and other fields necessary for the performance of the duties of independent directors;

(5) Have good personal character and do not have a negative record of major untrustworthiness or other negative records;

(6) Other conditions stipulated by laws, administrative regulations, securities regulatory rules of the place where the company's shares are listed and the articles of association of the company.

Article 7 The following persons shall not serve as independent directors:

(1) Personnel serving in the company or its affiliated enterprises, their spouses, parents, children, and main social relations;

(2) Directly or indirectly holding more than 1% of the company's issued shares or natural person shareholders and their spouses, parents and children among the top 10 shareholders of the company;

(3) Persons who directly or indirectly hold more than 5% of the company's issued shares or the top five shareholders of the company, as well as their spouses, parents and children;

(4) Persons serving in subsidiaries of the company's controlling shareholder or actual controller, as well as their spouses, parents, and children;

(5) Personnel who have major business dealings with the company, its controlling shareholders, actual controllers or their respective subsidiaries, or personnel who hold positions in units with major business dealings and their controlling shareholders or actual controllers;

(6) Personnel who provide financial, legal, consulting, sponsorship and other services to the Company and its controlling shareholders, actual controllers or their respective subsidiaries, including but not limited to all the project team members of the intermediary institutions providing services, reviewers at all levels, personnel who sign the report, partners, directors, senior managers and main responsible persons;

(7) Persons who have had the circumstances listed in items 1 through 6 in the last 12 months;

(8) Other persons who do not have independence as stipulated in laws, administrative regulations, securities regulatory rules of the place where the company's shares are listed and the articles of association of the company.

"Position" as used in the preceding paragraph refers to serving as a director, supervisor, senior manager, or other staff; "Primary social relationship" means siblings, spouses of siblings, parents of spouses, siblings of spouses, spouses of children, parents of spouses of children, etc.; "Material business dealings" refer to matters that need to be submitted to the general meeting of shareholders for deliberation in accordance with the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange or the Articles of Association, or other material matters as determined by the Shanghai Stock Exchange.

Independent directors shall conduct an annual self-examination of their independence and submit the self-inspection to the board of directors. The board of directors shall annually assess the independence of the incumbent independent directors and issue special opinions, which shall be disclosed at the same time as the annual report.

Chapter III Nomination, Election and Replacement of Independent Directors

Article 8 The board of directors and the board of supervisors of the company shall hold more than 1% of the issued shares of the company individually or jointly

The shareholders may propose candidates for independent directors and be elected by the general meeting of shareholders.

An investor protection institution established in accordance with the law may publicly request shareholders to entrust them to exercise the right to nominate independent directors on their behalf.

The nominee provided for in paragraph 1 shall not nominate a person with whom he has an interest or other close personnel who may affect the independent performance of his duties as a candidate for independent director.

Article 9 The nominee of an independent director shall obtain the consent of the nominee before making a nomination. The nominee shall fully understand the nominee's occupation, educational background, professional title, detailed work experience, all part-time jobs, whether there is any negative record of major dishonesty, etc., and express opinions on the nominee's compliance with other requirements for independence and serving as an independent director. The nominee shall make a public statement that he or she meets the other requirements for independence and to serve as an independent director.

Article 10 The company has set up a nomination committee in the board of directors, and the nomination committee will review the qualifications of the nominees and form clear review opinions.

The Shanghai Stock Exchange shall review the qualifications of candidates for independent directors by the Shanghai Stock Exchange.

Article 11 When convening a general meeting of shareholders to elect independent directors, the board of directors of the company shall explain whether the independent director candidates are objected to by the Shanghai Stock Exchange. The company shall not submit the nominee who is objected to by the Shanghai Stock Exchange for election at the general meeting of shareholders.

Where two or more independent directors are elected at the general meeting of shareholders, a cumulative voting system shall be implemented. The votes of small and medium-sized shareholders shall be counted separately and disclosed.

Article 12 The term of office of independent directors is the same as that of other directors of the company, and the term of office expires and can be re-elected

Re-elected, provided that the term of office shall not exceed six years. Independent directors are required to retire and be re-elected in turn in accordance with the securities regulatory rules of the place where the company's shares are listed.

Article 13 Before the expiration of the term of office of independent directors, the company may remove them from their positions in accordance with legal procedures. If an independent director is dismissed in advance, the company shall promptly disclose the specific reasons and basis. If the independent directors have objections, the company shall disclose them in a timely manner. If an independent director does not comply with the provisions of Paragraph 1 or 2 of Article 6 of this System, he or she shall immediately stop performing his or her duties and resign from his or her position. If the resignation is not submitted, the board of directors shall immediately remove him from his position in accordance with regulations after knowing or should have known of the occurrence of such facts.

Article 14 Independent directors may resign before the expiration of their term of office. The resignation of an independent director shall be submitted to the Board of Directors with a written resignation report stating any circumstances related to his or her resignation or that he or she deems necessary to be brought to the attention of the Company's shareholders and creditors. The company shall disclose the reasons for the resignation of the independent directors and the matters of concern. If the proportion of independent directors on the board of directors or special committees of the company is lower than the minimum requirements prescribed by law or the Articles of Association due to the resignation of independent directors, or if there is a lack of accounting professionals among the independent directors, the independent directors who intend to resign shall continue to perform their duties until the date of the election of the new independent directors. The by-election shall be completed within 60 days from the date of resignation of the independent directors.

If at any time the Company's independent directors do not meet the requirements for number, qualifications or independence as set out in the Hong Kong Listing Rules, the Company shall immediately notify The Stock Exchange of Hong Kong Limited (the "SEHK").

and explain the details and reasons by way of an announcement.

Chapter 4 Duties of Independent Directors

Article 15 Independent directors shall perform the following duties:

(1) Participate in the decision-making of the board of directors and express clear opinions on the matters discussed;

(2) In accordance with the relevant provisions of the Measures for the Administration of Independent Directors of Listed Companies, supervise the potential material conflicts of interest between the listed companies and their controlling shareholders, actual controllers, directors and senior managers, so as to promote the decision-making of the board of directors in line with the overall interests of the company and protect the legitimate rights and interests of small and medium-sized shareholders;

(3) To provide professional and objective suggestions for the company's operation and development, and to promote the improvement of the decision-making level of the board of directors;

(4) Other duties stipulated by laws, administrative regulations, securities regulatory rules of the place where the company's shares are listed and the articles of association of the company.

Article 16 In addition to the functions and powers conferred on directors by the Company Law and other relevant laws and regulations, independent directors shall also perform the following special functions and powers:

(1) Independently hire an intermediary agency to audit, consult or verify the company's specific matters;

(2) To propose to the board of directors to convene an extraordinary general meeting of shareholders;

(3) To propose the convening of a meeting of the Board of Directors;

(4) Publicly soliciting shareholder rights from shareholders in accordance with law;

(5) To express independent opinions on matters that may harm the rights and interests of the company or minority shareholders;

(6) Other functions and powers stipulated by laws, administrative regulations, regulations of the China Securities Regulatory Commission and the Articles of Association.

Where independent directors exercise the functions and powers listed in items (1) to (3) of the preceding paragraph, they shall obtain the consent of more than half of all independent directors.

Where independent directors exercise the functions and powers listed in the first paragraph, the company shall disclose them in a timely manner. If the above-mentioned functions and powers cannot be exercised normally, the company shall disclose the specific circumstances and reasons.

Article 17 Before the meeting of the board of directors, the independent directors may communicate with the secretary of the board of directors to make a decision

Inquire about the matters to be considered, request supplementary materials, and put forward opinions and suggestions. The board of directors and relevant personnel shall carefully study the questions, requirements and opinions raised by the independent directors, and give feedback to the independent directors in a timely manner on the implementation of the amendments and other proposals.

Article 18 Independent directors shall attend the meetings of the board of directors in person. If the independent directors are unable to attend the meeting in person for any reason, the independent directors shall review the meeting materials in advance, form clear opinions, and entrust other independent directors to attend the meeting in writing.

If an independent director fails to attend the board meeting in person for two consecutive times, and does not entrust other independent directors to attend on his behalf, the board of directors shall propose to convene a general meeting of shareholders to remove the independent director from office within 30 days from the date of the occurrence of such fact.

Article 19 If an independent director votes against or abstains from voting on a proposal of the board of directors, he or she shall explain the specific reasons and basis, the legality and compliance of the matters involved in the proposal, the possible risks, and the impact on the rights and interests of the company and minority shareholders. When disclosing the resolution of the board of directors, the company shall also disclose the dissenting opinions of the independent directors, and indicate them in the resolutions of the board of directors and the minutes of the meeting.

Article 20 Independent directors shall continue to pay attention to the implementation of the resolutions of the board of directors on relevant matters required by the Measures for the Administration of Independent Directors of Listed Companies and the Hong Kong Listing Rules, and shall report to the board of directors in a timely manner if they find any violation of laws, administrative regulations, securities regulatory rules of the place where the company's shares are listed and the articles of association of the company, or violations of the resolutions of the general meeting of shareholders and the board of directors, and may request the company to make a written explanation. If disclosure matters are involved, the company shall disclose them in a timely manner.

If the company fails to make an explanation or timely disclose it in accordance with the provisions of the preceding paragraph, the independent directors may report to the China Securities Regulatory Commission and the stock exchange.

Article 21 The following matters shall be submitted to the board of directors for deliberation after being approved by more than half of all independent directors of the company:

(1) related party transactions that should be disclosed;

(2) The plan for the company and related parties to change or waive the commitment;

(3) the decisions made and measures taken by the board of directors of the acquired company in connection with the acquisition;

(4) Laws, administrative regulations, securities regulatory rules of the place where the company's shares are listed and the articles of association of the company

and other matters.

Article 22 The Company shall convene meetings attended by all independent directors on a regular or irregular basis (hereinafter referred to as the "special meeting of independent directors"). The matters listed in Items 1 to 3 of the first paragraph of Article 16 and Article 21 of this system shall be deliberated by a special meeting of independent directors.

The special meeting of independent directors may study and discuss other matters of the company as needed.

A special meeting of independent directors shall be convened and presided over by an independent director jointly nominated by more than half of the independent directors; When the convener fails to perform his or her duties or is unable to perform his or her duties, two or more independent directors may convene and nominate a representative to preside over the meeting.

The Company shall facilitate and support the convening of special meetings of independent directors.

Article 23 Independent directors shall perform their duties in the special committees of the board of directors of the company in accordance with laws, administrative regulations, securities regulatory rules of the place where the company's shares are listed and the articles of association of the company. Independent directors shall attend the meetings of the special committees in person, and if they are unable to attend the meeting in person for any reason, they shall review the meeting materials in advance, form clear opinions, and entrust other independent directors to attend in writing on their behalf. In the performance of their duties, independent directors who pay attention to major matters of the company within the scope of the duties of the special committee may promptly submit them to the special committee for discussion and deliberation in accordance with the procedures.

The composition, term of office, scope of duties, rules of procedure, archives preservation and other related matters of each special committee shall be implemented in accordance with the Articles of Association and the implementation rules of each special committee.

Article 24 Independent directors shall work on site for no less than 15 days each year. In addition to attending the general meeting of shareholders, the board of directors and its special committees, and the special meetings of independent directors as required, independent directors may perform their duties by regularly obtaining information on the company's operations, listening to reports from management, communicating with the person in charge of the internal audit institution and intermediaries such as accounting firms undertaking the company's audit business, conducting on-site inspections, and communicating with small and medium-sized shareholders.

Independent directors should continue to strengthen the study of securities laws, regulations and rules, and continuously improve their ability to perform their duties

Participate in the relevant training services provided by the China Securities Regulatory Commission, the stock exchange and the China Association of Listed Companies.

Article 25 The company shall improve the communication mechanism between independent directors and small and medium-sized shareholders, and independent directors may verify with the company in a timely manner on the issues raised by investors.

Article 26 Independent directors shall submit an annual report to the annual general meeting of shareholders of the company, explaining their performance of their duties. The annual debriefing report shall include the following contents:

(1) The number of attendances, methods and voting conditions of the board of directors, and the number of attendances at shareholders' meetings;

(2) Participation in the work of special committees of the board of directors and special meetings of independent directors;

(3) Reviewing the relevant matters required by the "Measures for the Administration of Independent Directors of Listed Companies" and exercising the special powers of independent directors;

(4) Major matters, methods and results of communication with internal audit institutions and accounting firms undertaking the company's audit business on the company's financial and business conditions;

(5) Communication with minority shareholders;

(6) The time and content of the company's on-site work;

(7) Other circumstances in the performance of duties.

The annual report of independent directors shall be disclosed at the latest when the company issues the notice of annual general meeting.

Chapter 5 Safeguards for the Performance of Duties by Independent Directors

Article 27 The Company shall provide necessary working conditions and personnel support for the independent directors to perform their duties, and designate special departments and personnel such as the office of the board of directors and the secretary of the board of directors to assist the independent directors in performing their duties.

The secretary of the board of directors shall ensure the smooth flow of information between independent directors and other directors, senior management and other relevant personnel, and ensure that independent directors can obtain sufficient resources and necessary professional advice when performing their duties.

Article 28 The company shall ensure that independent directors enjoy the same right to know as other directors. In order to ensure that independent directors effectively exercise their powers, the company shall regularly inform independent directors of the company's operations, provide information, and organize or cooperate with independent directors to carry out on-site inspections.

Before the board of directors deliberates on major and complex matters, the company may organize independent directors to participate in research and demonstration, fully listen to the opinions of independent directors, and give feedback to independent directors on the adoption of opinions in a timely manner.

Article 29 The Company shall issue a notice of the board meeting to the independent directors in a timely manner, provide relevant meeting materials no later than the notice period of the board meeting stipulated by laws, administrative regulations, the provisions of the China Securities Regulatory Commission or the Articles of Association, and provide effective communication channels for the independent directors; If a special committee of the board of directors convenes a meeting, the company shall, in principle, provide relevant materials and information no later than 5 days before the meeting of the special committee. The company shall keep the above meeting materials for at least 10 years.

If two or more independent directors believe that the meeting materials are incomplete, the arguments are insufficient or the provision is not timely, they may propose in writing to the board of directors to postpone the convening of the meeting or postpone the deliberation of the matter, and the board of directors shall adopt it.

Article 30 When independent directors exercise their powers, the directors, senior managers and other relevant personnel of the company shall cooperate, and shall not refuse, obstruct or conceal relevant information, and shall not interfere with their independent exercise of powers.

Where independent directors encounter obstacles in exercising their powers in accordance with law, they may explain the situation to the board of directors, request the directors, senior management and other relevant personnel to cooperate, and record the specific circumstances of the obstruction and the resolution status in the work record; If the obstacle cannot be removed, it may be reported to the China Securities Regulatory Commission and the stock exchange.

If the performance of duties by independent directors involves information that should be disclosed, the company shall handle the disclosure matters in a timely manner; If the company does not disclose, the independent directors can directly apply for disclosure, or report to the securities regulatory department and stock exchange where the company's shares are listed.

If the securities regulatory rules of the place where the company's shares are listed have other provisions on the above matters, the provisions of the securities regulatory rules of the place where the company's shares are listed shall also be complied with.

Article 31 The Company shall bear the expenses required for the independent directors to hire professional institutions and exercise other functions and powers.

Article 32 The Company shall give independent directors allowances commensurate with their responsibilities. The standard of the allowance shall be formulated by the board of directors, deliberated and approved by the general meeting of shareholders, and disclosed in the company's annual report. In addition to the above-mentioned allowances, independent directors should not benefit from the company and its major shareholders, actual controllers or interests

Relationship with institutions and personnel to obtain other benefits.

Article 33 The Company may establish a necessary liability insurance system for independent directors to reduce the risks that may arise from the normal performance of duties by independent directors.

Chapter VI: Supplementary Provisions

Article 34 The matters not covered in this system shall be implemented in accordance with the relevant national laws, administrative regulations, normative documents, securities regulatory rules of the place where the company's shares are listed and the provisions of the articles of association, and if the system conflicts with the laws, administrative regulations, normative documents, securities regulatory rules of the place where the company's shares are listed and the provisions of the articles of association, this system shall be revised in a timely manner.

Article 35 Unless otherwise expressly provided in the relevant national laws, administrative regulations and securities regulatory rules of the place where the company's shares are listed, the meaning of "independent director" in these rules is the same as that of "independent non-executive director" in the Hong Kong Listing Rules.

Article 36 The board of directors of the company is responsible for formulating, interpreting and revising this system.

Article 37 This system shall be deliberated and approved by the general meeting of shareholders of the Company and shall take effect from the date of listing of the overseas listed ordinary shares (H shares) issued by the Company on the Hong Kong Stock Exchange. After this system comes into effect, the Company's original "Independent Director System" will automatically become invalid.

Shandong Tianyue Advanced Technology Co., Ltd

January 27, 2025