Shandong Tianyue Advanced Technology Co., Ltd

Decision-making System for Related Party Transactions (Draft)

(Applicable after the listing of H-share issuance)

Chapter I: General Provisions

Article 1 In order to standardize the related (connected) transactions of Shandong Tianyue Advanced Technology Co., Ltd. (hereinafter referred to as the "Company"), ensure the legality, fairness and reasonableness of the related (connected) transactions between the Company and related parties, and fully protect the legitimate rights and interests of shareholders, especially small and medium-sized shareholders and the company, in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Code of Governance for Listed Companies, and the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 5 - Transactions and Related Party Transactions. The Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules"), 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 the Articles of Association of Shandong Tianyue Advanced Technology Co., Ltd. (hereinafter referred to as the "Articles of Association") and other relevant provisions are formulated to formulate this system.

Article 2 In addition to complying with the relevant laws, regulations, normative documents, securities regulatory rules of the place where the company's shares are listed and the provisions of the Articles of Association, the related (connected) transactions between the company and its related parties shall also comply with the relevant provisions of this system. The Company's relevant transactions shall not cause or may cause the Company to be occupied by the controlling shareholder, actual controller and other related (connected) persons for non-operating funds, provide guarantees for related (connected) persons in violation of regulations, or other related (connected) persons misappropriate interests.

Article 3 The Company implements classified management of related party (connected) transactions, identifies the scope of related persons and related parties in accordance with relevant laws and regulations, as well as the provisions of the Listing Rules of the Science and Technology Innovation Board and the Hong Kong Listing Rules, and performs the approval and information disclosure procedures for related party (related) transactions in accordance with relevant regulations. If a transaction is a connected transaction with a related party as defined in the relevant regulations of the China Securities Regulatory Commission ("CSRC") and the Shanghai Stock Exchange ("SSE"), or a connected transaction as defined by The Stock Exchange of Hong Kong Limited ("SEHK") in accordance with the relevant provisions of the Hong Kong Listing Rules and other relevant regulations, the provisions of this regime shall apply to the more stringent of these rules; If a transaction is only a connected transaction with a related person as defined in the relevant regulations of the China Securities Regulatory Commission and the SSE, or only a connected transaction as defined by the Hong Kong Stock Exchange in accordance with the relevant requirements of the Hong Kong Listing Rules, the provisions relating to such transactions under this regime shall apply.

Chapter II Affiliated (Connected) Parties and Affiliated (Connected) Relationships

Article 4 The related parties (connections) of the Company include: (1) related persons as defined in accordance with the relevant regulations of the China Securities Regulatory Commission and the Listing Rules of the Science and Technology Innovation Board; and (2) connected persons as defined under the Hong Kong Listing Rules.

Article 5 According to the Listing Rules of the STAR Market, an affiliate of a company refers to a natural person, legal person or other organization under any of the following circumstances:

(1) A natural person, legal person or other organization that directly or indirectly controls the company;

(2) A natural person who directly or indirectly holds more than 5% of the company's shares;

(3) Directors, supervisors or senior managers of the company;

(4) family members who are closely related to the related natural persons referred to in subparagraphs (1), (2) and (3) of this paragraph, including spouses, children aged 18 or above and their spouses, parents and parents-in-law, siblings and their spouses, brothers and sisters of their spouses, and parents of children's spouses;

(5) Legal persons or other organizations that directly hold more than 5% of the company's shares;

(6) Directors, supervisors, senior managers or other principal responsible persons of legal persons or other organizations that directly or indirectly control the company;

(7) Legal persons or other organizations directly or indirectly controlled by affiliated legal persons or affiliated natural persons listed in items (1) to (6) of this paragraph, or by which the aforementioned affiliated natural persons (except independent directors) serve as directors or senior managers, except for the company and its holding subsidiaries;

(8) Legal persons or other organizations that indirectly hold more than 5% of the company's shares;

(9) The China Securities Regulatory Commission, the stock exchange, or other natural persons, legal persons or other organizations that have a special relationship with the company in accordance with the principle of substance over form, which may cause the company's interests to be tilted in favor of them.

within 12 months prior to the date of the transaction, or within 12 months after the relevant transaction agreement or arrangement takes effect

Legal persons, other organizations or natural persons with any of the circumstances listed in the preceding paragraph shall be regarded as related parties of the company.

If the company and the legal person or other organization listed in the first paragraph (a) of this article directly or indirectly controlled by the same State-owned assets supervision and administration body control, it shall not form an affiliated relationship, except for the legal representative, general manager, person in charge or more than half of the directors of the legal person or other organization who concurrently serve as a director, supervisor or senior management of the company.

Article 6 The affiliated directors of the Company include the following directors or directors with any of the following circumstances:

(1) is the counterparty to the transaction;

(2) is the direct or indirect controller of the counterparty;

(3) Holding a position on the counterparty, or in a legal person or other organization that can directly or indirectly control the counterparty, or a legal person or other organization directly or indirectly controlled by the counterparty;

(4) are family members who have a close relationship with the natural persons listed in subparagraphs (1) and (2) of this Article (for the specific scope, please refer to the provisions of Subparagraph (4) of Paragraph 1 of Article 5 of this System);

(5) are family members who have a close relationship with the directors, supervisors or senior managers of the legal persons or organizations listed in subparagraphs (1) and (2) of this Article (for the specific scope, please refer to the provisions of Item (4) of the first paragraph of Article 5 of this System);

(6) Directors whose independent business judgment may be affected by the securities regulatory authority, stock exchange or company in the place where the company's shares are listed based on the principle of substance over form.

Article 7 The affiliated shareholders of the Company include the following shareholders or shareholders with any of the following circumstances:

(1) is the counterparty to the transaction;

(2) is the direct or indirect controller of the counterparty;

(3) is directly or indirectly controlled by the counterparty;

(4) Being directly or indirectly controlled by the same natural person, legal person or other organization as the counterparty;

(5) Shareholders whose voting rights are restricted or affected due to the existence of an equity transfer agreement or other agreement with the counterparty or its affiliates that has not yet been performed;

(6) Shareholders identified by the securities regulatory authority or stock exchange in the place where the company's shares are listed may cause the company's interests to be tilted in favor of them.

Article 8 Pursuant to Chapter 14A of the Hong Kong Listing Rules, subject to the exceptions specified therein, the Company's Customs

Persons usually include the following parties:

(1) a director, supervisor, chief executive or substantial shareholder of the Company or any of its significant subsidiaries (as defined below) (i.e. a person entitled to exercise or control the exercise of 10% or more of the voting rights at a general meeting of the Company);

(2) a person who has been a director of the Company or any of its material subsidiaries in the past 12 months (together with the persons referred to in subparagraph (1) of this Article, referred to as "Fundamentally Connected Persons");

(3) Contacts of any Fundamentally Connected Persons, including:

1. In the case where the basic connected person is an individual:

(1) their spouse; their (or their spouse's) children (biological or adoptive) or stepchildren under the age of 18 (each, an "Immediate Family");

(2) a trustee in any trust in which he or his immediate family members are beneficiaries (or, in the case of a discretionary trust, which is known to be the subject of discretionary trusteeship) (the trust does not include an employee share scheme or an occupational retirement protection scheme established for a wide range of participants in which the connected persons have an aggregate interest of less than 30%) (the "trustee");

(3) 30% directly or indirectly held by himself, his/her immediate family members and/or trustees (individually or jointly).

a holding company, or any subsidiary of that company;

(4) a person with whom he or she cohabits as a spouse, or a child, step-child, parent, step-parent, brother, sister or step-sister (each, a "Family Member");

(5) a company that is directly or indirectly owned by a family member (individually or jointly) or in which a family member together with himself/herself, his/her immediate family and/or a trustee holds majority control, or any subsidiary of the company; or

(6) any joint venture partner of a joint venture company that holds, directly or indirectly, the paid-in capital or assets of a cooperative or contractual joint venture (whether the joint venture is a separate legal person or not) or an interest in the profits or other gains of the joint venture company (or such other percentage as may be required under PRC law to trigger a mandatory public offer or to establish legal or managerial control over the enterprise) or more than the joint venture company (whether the joint venture is a separate legal person or not) or an interest under the contract.

2. In the case where the basic related party is a company:

(1) its subsidiaries or holding companies, or fellow subsidiaries of such holding companies;

(2) a trustee in any trust in which the company is the beneficiary (or, in the case of a discretionary trust, the subject of discretionary trusteeship) (the "Trustee");

(3) 30% controlled companies held directly or indirectly by the company, the companies mentioned in paragraph (1) above and/or the trustees (individually or jointly), or any subsidiaries of such 30% controlled companies; or

(4) if the Company, any of its subsidiaries, holding companies or fellow subsidiaries of the Holding Company and/or trustees jointly hold, directly or indirectly, an interest in the paid-in capital or assets of a cooperative or contractual joint venture (whether or not the joint venture is a separate legal person) or an interest in the profits or other proceeds of the joint venture (or such other percentage as may be required under PRC law to trigger a mandatory public offer or to establish legal or managerial control over the enterprise) or more, any joint venture partner of the joint venture.

(4) Connected subsidiaries, including:

1. Non-wholly-owned subsidiaries of the company that meet the following conditions: that is, connected persons at the company level can individually or jointly exercise 10% or more of the voting rights at the shareholders' meeting of the subsidiary; The 10% level excludes any indirect interest held by the connected person in the subsidiary through the company; or

2. Any subsidiary of a non-wholly owned subsidiary mentioned in paragraph 1 above.

(5) a person who is considered connected by the Hong Kong Stock Exchange.

Under the Hong Kong Listing Rules, a basic connected person does not include a director, supervisor, chief executive or substantial shareholder of a non-material subsidiary of the Company. In this regard:

(1) "Non-material subsidiary" means a subsidiary whose total assets, profits and earnings are more significant than those of the company

In the case of its subsidiaries, the following conditions are met:

1. The relevant percentage rate (as defined in Rule 14.07 of the Hong Kong Listing Rules, the same below) for the most recent three financial years (or if the financial year involved is less than three years, from the date of incorporation or incorporation of the subsidiary) is less than 10% in each of the most recent three financial years; or

2. The relevant percentage rate for the most recent financial year is less than 5%.

(2) if the relevant person is connected with two or more subsidiaries of the company, the Hong Kong Stock Exchange will aggregate the total assets, profits and earnings of such subsidiaries to determine whether they are collectively "non-material subsidiaries" of the company; and

(3) 100% of the total assets, profits and earnings of such subsidiaries will be used as the basis for calculating the relevant percentage ratios. If there is an abnormal result in the calculated percentage rate, the SEHK may disregard the calculation and consider the alternative test provided by the company instead.

The terms and scope of the above related persons, subsidiaries, associates, etc., shall be as defined in the Hong Kong Listing Rules as amended from time to time. The Securities Department is responsible for the collection and management of information of related persons, identifying and confirming the list and information of related parties of the Company, reporting to the Board of Directors, and timely announcing the confirmed related persons to the relevant staff of the Company.

Article 9 According to the securities regulatory rules of the place where the company is listed, the affiliated (connected) relationship mainly refers to the ways or means that have the ability to directly or indirectly control or exert significant influence on the company in financial and operational decisions, including but not limited to the equity relationship, personnel relationship, management relationship and commercial interest relationship between the related person and the company.

Article 10 The related (connected) relationship shall be substantively judged from the specific ways, ways and extent of the control or influence of the related party on the company in accordance with the securities regulatory rules applicable to the place where the company is listed.

Chapter III Scope and Principles of Related Party (Connected) Transactions

Article 11 In the event of a related party (connection) transaction, the company shall ensure the legality, necessity, rationality and fairness of the related party (connection) transaction, maintain the independence of the company, and shall not use the related party (connection) transaction to adjust the financial indicators and damage the interests of the company.

Article 12 According to the Listing Rules of the Science and Technology Innovation Board, a connected transaction refers to the following transactions between the Company or its subsidiaries within the scope of its consolidated financial statements and related persons of the Company, and the matters that may occur within the scope of its daily business and lead to the transfer of resources or obligations:

(1) Buying or selling assets;

(2) Foreign investment (except for the purchase of bank wealth management products);

(3) Transfer or transfer of R&D projects;

(4) Sign a license agreement;

(5) Providing guarantees;

(6) Leasing or leasing assets;

(7) Entrusting or entrusting the management of assets and business;

(8) Donated or donated assets;

(9) Creditor's rights and debts restructuring;

(10) Providing financial assistance;

(11) Other transactions as determined by the China Securities Regulatory Commission or the Shanghai Stock Exchange.

Article 13 According to the Hong Kong Listing Rules, a connected transaction of a company refers to a transaction between a company and/or its subsidiaries and a connected person, and a specified type of transaction with a third party, which enables the connected person to benefit from its interests in the entity involved in the transaction. The transaction may be a one-time transaction or an ongoing transaction.

The above transactions include those of a capital nature and those of a gain nature, whether or not the transactions are carried out in the ordinary course of the business of the Company and its subsidiaries. This includes the following types of transactions entered into by the Company or its affiliates:

(1) Purchasing or selling assets, including deemed to be for sale;

(b) granting, accepting, exercising, transferring or terminating an option to acquire or sell assets, or to subscribe for securities (if an option is terminated under the terms of the original agreement and the Company and its subsidiaries have no discretion to do so, the termination option is not a transaction); or the Company or its subsidiaries decide not to exercise the option to buy or sell assets, or subscribe for securities;

(3) Entering into or terminating a financial lease or operating lease or sublease;

(4) Making indemnity guarantees, or providing or receiving financial assistance. Financial assistance includes granting credit, lending money, or making guarantees, guarantees or mortgages in respect of loans;

(e) entering into an agreement or arrangement to form any form of joint venture (e.g. by partnership or as a company) or to enter into any other form of joint venture arrangement;

(6) the issuance of new securities of the Company or its subsidiaries, or the sale or transfer of treasury shares, including underwriting or under-underwriting of securities issuance or sale or transfer of treasury shares;

(7) providing, receiving, or sharing services;

(8) purchase or supply of raw materials, semi-finished products and/or finished products; or

(9) Other types of connected transactions as required by the Hong Kong Listing Rules.

Article 14 The Company's related (connected) transactions shall comply with the following basic principles:

(1) Conform to the principle of good faith;

(2) the principle of not harming the legitimate rights and interests of the company and non-affiliated (connected) shareholders;

(3) If the related party has the right to vote at the general meeting of shareholders of the company, it shall abstain from voting;

(4) Directors who have any interest shall recuse themselves when the board of directors votes on the matter;

(5) The board of directors of the company shall judge whether the related party (connection) transaction is beneficial to the company based on objective criteria, and shall hire a professional appraiser or financial adviser if necessary;

(6) For related (connected) transactions that should be disclosed, all independent directors shall be approved by more than half of the independent directors at the special meeting of independent directors and submitted to the board of directors for deliberation.

Article 15 The principle of price or charge for related party (connection) transaction shall not deviate from the standard of price or charge of independent third party in the market. Its pricing principles and pricing methods:

(1) The pricing of related party (linked) transactions mainly follows the principle of market price; If there is no market price, it is priced on a cost-plus basis; If there is no market price and cost-plus pricing is not suitable, the price shall be set according to the agreement;

(2) The parties to the transaction shall determine the pricing method according to the specific circumstances of the related party (joint) transaction, and specify it in the relevant related party (joint) transaction agreement;

(3) Market price: the price and rate of goods or services shall be determined based on the market price;

(4) Cost-plus price: on the basis of the cost of the goods or services traded, a certain reasonable profit is added to determine the transaction price and rate;

(5) Negotiated price: The price and rate shall be determined by the two parties to the transaction through negotiation.

Article 16 A written contract or agreement shall be signed between the Company and its affiliates for related transactions, and the principles of equality, voluntariness, and equivalent compensation shall be followed, and the content of the contract or agreement shall be clear and specific.

Chapter IV Decision-making Procedures for Related Party (Connected) Transactions

Article 17 The company's functional departments shall submit a written report to the general manager, the board of directors and the general meeting of shareholders of the company to carry out the related party (connection) transaction, and make a detailed description of the specific matters, pricing basis and impact on the parties to the transaction, and the general manager of the company, the board of directors or the general meeting of shareholders shall perform their corresponding procedures in accordance with the quota authority.

Article 18 Decision-making authority for related party transactions

According to the Listing Rules of the STAR Market, the following connected transactions shall be deliberated and decided by the Board of Directors of the Company after obtaining the consent of more than half of all independent directors:

(1) Related-party transactions with a transaction amount of more than RMB 300,000 between the Company and related natural persons (except for guarantees provided by the Company);

(2) Related-party transactions with an amount of more than RMB 3 million and accounting for more than 0.1% of the company's latest audited total assets or market value (except for guarantees provided by the company).

Those who meet the criteria for deliberation at the general meeting of shareholders shall be submitted to the general meeting of shareholders for approval after deliberation by the board of directors. Matters in which the relevant indicators of related party transactions do not meet the above-mentioned standards shall be deliberated and decided by the general manager.

Connected transactions between the Company and related parties (other than guarantees provided by the Company) amounting to more than RMB30 million and accounting for more than 1% of the Company's latest audited total assets or market capitalization, as well as connected transactions that are subject to the approval of a general meeting of shareholders under the Hong Kong Listing Rules, shall be submitted to the general meeting of shareholders for deliberation after being reviewed and approved by the board of directors of the Company.

Article 19 If the board of directors deems it appropriate, it may hire a lawyer or a certified public accountant to provide professional advice on this matter.

In addition to timely disclosure, a related party transaction that is a decision made by the general meeting of shareholders shall also provide a securities service institution qualified to perform securities and futures-related business to evaluate or audit the subject matter of the transaction, and submit the transaction to the general meeting of shareholders for deliberation. Related-party transactions related to day-to-day operations may be exempt from audit or assessment. If the securities regulatory rules of the place where the company's shares are listed provide otherwise, such provisions shall prevail.

Article 20 According to the Rules Governing the Listing of the Science and Technology Innovation Board, if a company provides a guarantee for a related person, it shall have reasonable business logic, and regardless of the amount, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.

If the company provides a guarantee for the controlling shareholder, the actual controller and their affiliates, the controlling shareholder, the actual controller and their affiliates shall provide a counter-guarantee.

Article 21 According to the Listing Rules of the Science and Technology Innovation Board, the following related party transactions occurred by the Company within 12 consecutive months:

The provisions of Article 18 shall be applied in accordance with the principle of cumulative calculation:

(1) Transactions with the same related person;

(2) Transactions with different related persons related to the type of transaction target.

The same related person mentioned above includes a legal person or other organization with which the related person is controlled by the same actual controller or has an equity control relationship with each other, or where the same natural person serves as a director or senior manager.

Where relevant obligations have already been performed in accordance with the provisions of Article 18, they are no longer included in the scope of the relevant cumulative calculation.

Article 22 According to the Listing Rules of the Science and Technology Innovation Board, when the Company conducts routine related party transactions with related persons, it shall follow the following:

Disclosure and fulfillment of review procedures:

(1) For the first occurrence of daily related party transactions, the company shall enter into a written agreement with the related party and disclose it in a timely manner, and submit it to the board of directors or the general meeting of shareholders for deliberation in accordance with the provisions of Article 18 of this system in accordance with the transaction amount involved in the agreement; If the agreement does not have a specific transaction amount, it shall be submitted to the general meeting of shareholders for deliberation;

(2) If there is no major change in the main terms of the daily related party transaction agreement that has been deliberated and approved by the board of directors or the general meeting of shareholders of the company and is being executed, the company shall disclose the actual performance of the relevant agreement as required in the periodic report, and explain whether it complies with the provisions of the agreement; If there is a major change in the main terms of the agreement during the implementation of the agreement or the agreement needs to be renewed upon expiration, the company shall submit the newly revised or renewed daily related party transaction agreement to the board of directors or the general meeting of shareholders for deliberation in accordance with the provisions of Article 18 of this system according to the transaction amount involved in the agreement; If the agreement does not have a specific transaction amount, it shall be submitted to the general meeting of shareholders for deliberation;

(3) For a large number of routine related-party transactions that occur every year, if it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation in accordance with the provisions of subparagraph (1) of this Article due to the need to enter into new daily related-party transaction agreements frequently, the company may, before disclosing the previous annual report, make a reasonable estimate of the total amount of routine related-party transactions that will occur in the current year of the company, and submit it to the board of directors or the general meeting of shareholders for deliberation and disclosure in accordance with the provisions of Article 18 of this system in accordance with the provisions of Article 18 of this system; Where the actual amount exceeds the estimated amount, the review procedures shall be re-performed and disclosed in accordance with the excess amount; For the day-to-day related party transactions within the expected scope, the company should disclose them in the annual report and semi-annual report.

In accordance with the relevant provisions of the Listing Rules of the STAR Market, the Company shall make predictions for routine related party transactions by distinguishing the counterparty and the type of transaction. If there are a large number of related persons and it is difficult for the company to disclose all the related person information, the disclosure may be simplified provided that the reasons are fully explained, and if the expected transaction amount with a single legal entity meets the disclosure standards stipulated in the Listing Rules of the STAR Market, the related person information and the estimated transaction amount shall be listed separately, and the above information may be combined with the same control by other legal entities.

At a minimum, the day-to-day related-party transaction agreement shall include the transaction price, pricing principles and basis, the total amount of the transaction or the method of determining it, the payment method and other major terms.

If the agreement does not determine the specific transaction price but only states the reference market price, the company shall disclose the actual transaction price, the market price and its determination method, and the reasons for the difference between the two prices when performing the disclosure obligation in accordance with this Article and/or Article 23.

Under the Hong Kong Listing Rules, a company should sign a written agreement for each continuing connected transaction entered into with a connected person, which should reflect the general commercial terms or better terms and set out the basis of valuation. The Company should set a maximum transaction limit for the annual trading volume during the term of the agreement for the continuing connected transactions. The cap amount shall: (1) be expressed in monetary terms; (2) Determined by reference to past transactions and data in the Company's published data. If the company has not carried out such transactions in the past, it must set a cap on reasonable assumptions; and (3) if the transaction is subject to shareholders' approval. If the transaction amount exceeds such caps or the Company intends to update the agreement or substantially revise the terms of the agreement, the Company should re-comply with the applicable announcement and shareholder approval requirements under the Hong Kong Listing Rules.

Article 23 In accordance with the Rules for the Listing of the Science and Technology Innovation Board, the Company enters into a routine related party transaction agreement with a related person

Where the period exceeds three years, the review procedures and disclosure obligations shall be performed again every three years in accordance with the provisions of this chapter. Under the Hong Kong Listing Rules, a company must enter into a continuing connected transaction agreement with a connected person for a fixed period and reflect the general commercial terms or better. The term of the agreement shall not exceed three years, unless a longer contract period is required due to the nature of the transaction. In such cases, the company must appoint an independent financial adviser to explain why the agreement needs to have a longer term and confirm that the duration of the agreement is in line with the general approach in the industry for this type of agreement.

Article 24 The Company shall perform the following duties when deliberating related party (connected) transactions:

(1) A detailed understanding of the true status of the subject matter of the transaction, including the operational status of the subject matter, its profitability, whether there are defects in rights such as mortgage and freezing, and legal disputes such as litigation and arbitration;

(2) Have a detailed understanding of the counterparty's credit record, credit status, performance ability, etc., and prudently select the counterparty;

(3) prudently assess the necessity, reasonableness and impact of the relevant transactions on the Company;

(4) Determine the transaction price on the basis of sufficient pricing;

(5) engaging intermediaries to audit or evaluate the subject matter of the transaction in accordance with the relevant requirements of the Listing Rules of the STAR Market and/or the Hong Kong Listing Rules or when the Company deems it necessary; The Company shall not deliberate and make a decision on related party transactions where the status of the subject matter of the transaction is unclear, the transaction price is not determined, and the situation of the counterparty is unclear.

Article 25 For connected transactions as defined in the Hong Kong Listing Rules, the Company shall comply with the requirements of the Hong Kong Listing Rules in accordance with the requirements of the Hong Kong Listing Rules in terms of filing, announcement and/or independent shareholders' approval procedures (if applicable) according to the different types of connected transactions defined by the Hong Kong Stock Exchange in the Hong Kong Listing Rules, i.e. whether they are fully exempted connected transactions, partially exempted connected transactions or non-exempt connected transactions.

Article 26 In accordance with the requirements of the Hong Kong Listing Rules, if there is a series of connected transactions, all of them are in the same 12

If the transactions are entered into or completed within a month, or are related to each other, such transactions shall be counted together and treated as one transaction. The Company must comply with the requirements of the Hong Kong Listing Rules relating to the connected transactions applicable to the type of transactions to which the connected transactions belong after the merger and meet the appropriate requirements. If the connected transaction is a series of asset acquisitions, the combined calculation period is 24 months, which may constitute a reverse takeover. In deciding whether to consolidate connected transactions, the following factors need to be considered:

(a) whether the transactions are between the Company and/or its subsidiaries and the same party or related persons;

(2) whether the transaction involves the acquisition or sale of a component of an asset or the securities or interests of a company (or group of companies); or

(3) whether the transactions together would result in substantial participation of the Company and/or its subsidiaries in a new business.

All continuing connected transactions with the same connected person may be counted on an aggregate basis.

Article 27 Related-party (joint) transactions that meet the disclosure standards of the Company shall be submitted to the Board of Directors for deliberation and timely disclosure after obtaining the consent of more than half of all independent directors.

Article 28 When the company convenes the board of directors to deliberate on related party (joint) transactions, the convener of the meeting shall remind the related (connected) directors to abstain from voting before voting at the meeting. If the affiliated (connected) director does not take the initiative to declare and recuse himself, the director who is aware of the situation shall request the affiliated (connected) director to recuse himself.

Article 29 When the board of directors of the company deliberates on related party (linked) transactions, the related (linked) directors may participate in the deliberation and discussion of the related (linked) matters and put forward their own opinions, but shall not participate in the voting of the related (linked) transactions, nor shall they exercise voting rights on behalf of other directors, and their voting rights shall not be included in the total number of valid votes; The meeting of the board of directors shall be convened by the presence of more than half of the non-affiliated (connected) directors, and the resolutions made at the board meeting shall be passed by more than half of the non-affiliated (connected) directors. If the number of non-affiliated (connected) directors attending the meeting of the board of directors is less than three, the company shall submit it to the general meeting of shareholders for deliberation.

Article 30 When the general meeting of shareholders deliberates on the relevant related (connected) transactions, the affiliated (connected) shareholders shall abstain from voting and shall not exercise voting rights on behalf of other shareholders, and the number of shares with voting rights represented by them shall not be included in the total number of valid votes; The announcement of the resolution of the general meeting of shareholders shall fully disclose the voting situation of the non-affiliated (connected) shareholders.

Article 31 When the board of directors makes a resolution on related party (linked) transactions, it shall review at least the following documents:

(1) A background explanation of the occurrence of related party (linked) transactions;

(2) Proof of the entity qualification of the related (connected) party (business license of a legal person or proof of identity of a natural person);

(3) agreements, contracts or any other written arrangements related to related party (joint) transactions;

(4) Documents and materials on the basis of pricing of related (connected) transactions;

(5) An explanation of the impact of related party (linked) transactions on the legitimate rights and interests of the company and non-related (linked) shareholders;

(6) Intermediary agency reports (if any);

(7) Other materials required by the board of directors or the applicable securities regulatory rules of the place where the company's shares are listed or the stock exchange.

Article 32 During the validity period of the related party (joint) transaction contract, if it is necessary to terminate or modify the related party (joint) transaction agreement or contract due to force majeure or changes in production and operation, the relevant parties may terminate the agreement or modify the content of the supplementary agreement. The supplementary and amended agreements shall take effect immediately or shall take effect after deliberation and confirmation by the general manager or the board of directors or the general meeting of shareholders, as the case may be.

Article 33 Related (connected) transactions that do not fall within the scope of approval by the board of directors or the general meeting of shareholders shall be approved by the general manager of the company; The general manager shall review the related (connected) transaction matters and review the documents with reference to Article 31 of this system.

Article 34 The Company shall not provide loans to directors, supervisors and senior management personnel directly or through its subsidiaries.

Chapter 5 Disclosure of Related Party (Joint) Transactions

Article 35 The secretary of the board of directors shall be responsible for the disclosure of related party (linked) transactions of the company, and shall implement and submit relevant documents in accordance with the relevant regulations of the securities regulatory authorities and stock exchanges where the company's shares are listed.

Article 36 According to the Listing Rules of the Science and Technology Innovation Board, the following related-party transactions between the Company and related persons may be exempted from review and disclosure in the manner of related-party transactions:

(1) One party subscribes in cash for stocks, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives publicly issued by the other party;

(2) One party underwrites the stocks, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives publicly issued by the other party as a member of the underwriting syndicate;

(3) One party receives dividends, bonuses or remuneration in accordance with the resolution of the general meeting of shareholders of the other party;

(4) One party participates in the other party's public bidding or auction, except where it is difficult to form a fair price in the bidding or auction;

(5) Transactions in which the company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, accepting guarantees and grants, etc.;

(6) The pricing of related party transactions is stipulated by the state;

(7) The related person provides funds to the company at an interest rate not higher than the benchmark loan interest rate for the same period stipulated by the People's Bank of China, and the company has no corresponding guarantee for the financial assistance;

(8) The company provides products and services to directors, supervisors and senior management personnel under the same transaction conditions as non-related persons;

(9) Other circumstances stipulated by the stock exchange.

For the avoidance of doubt, if the above transaction is a connected transaction as defined by the Hong Kong Stock Exchange, it should be considered and disclosed in accordance with the different categories of connected transactions as defined in the Hong Kong Listing Rules.

Article 37 For continuing connected transactions that are not fully exempted under the Hong Kong Listing Rules as defined by the Hong Kong Stock Exchange, the procedures for filing, announcing, (if applicable) independent shareholders' approval and annual review by auditors and independent non-executive directors shall be carried out for continuing connected transactions. When a connected person ceases to be eligible for an exemption, the company shall comply with all applicable procedures for filings, announcements, (if applicable) independent shareholders' approval and annual review in respect of subsequent continuing connected transactions with such connected person, unless otherwise required by the Hong Kong Stock Exchange.

Article 38 Related party (connected) transactions of subsidiaries controlled by the company or holding more than 50% of the shares,

It is regarded as a corporate action, and the disclosure standards are subject to the above provisions.

Chapter VI: Supplementary Provisions

Article 39 The board of directors of the company shall be responsible for the custody of the relevant related (connected) transaction decision-making records, resolutions and other documents for at least 10 years.

Article 40 Unless otherwise expressly provided by 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 41 Matters not covered in this system shall be handled in accordance with the relevant laws, regulations, securities regulatory rules of the place where the company's shares are listed and the articles of association. If there are new provisions issued by laws, regulations, and securities regulatory rules of the place where the company's shares are listed, the company shall implement the new requirements and revise this system accordingly if necessary.

Article 42 The board of directors of the company shall be responsible for formulating, interpreting and revising this system.

Article 43 This system has been deliberated and approved by the general meeting of shareholders, and the overseas listed ordinary shares (H shares) issued by the company

Effective from the date of listing on the Hong Kong Stock Exchange. After this system comes into effect, the Company's original "Decision-making System for Related Party Transactions" will automatically become invalid.

Shandong Tianyue Advanced Technology Co., Ltd

January 27, 2025