Shenzhen Transsion Holdings Co., Ltd

Rules for the work of special committees of the board of directors

Table of Contents

Rules of Work of the Strategy and Sustainability (ESG) Committee of the Board of Directors ...... 2

Chapter I: General Provisions ...... 2

Chapter II: Composition ...... 2

Chapter III: Duties and Authority ...... 2

Chapter IV: Decision-making Procedures ...... 3

Chapter V Rules of Procedure ...... 4

Chapter VI: Supplementary Provisions ...... 5

Rules of Work of the Nomination Committee of the Board of Directors...... 6

Chapter I: General Provisions ...... 6

Chapter II: Composition ...... 6

Chapter III: Duties and Authority ...... 6

Chapter IV: Decision-making Procedures ...... 7

Chapter V Rules of Procedure ...... 7

Chapter VI: Supplementary Provisions ...... 8

Rules of Work of the Audit Committee of the Board of Directors...... 9

Chapter I: General Provisions ...... 9

Chapter II: Composition ...... 9

Chapter III: Duties and Authority ...... 9

Chapter IV: Decision-making Procedures ...... 10

Chapter V Rules of Procedure ...... 10

Chapter VI: Supplementary Provisions ...... 13

Rules for the work of the Remuneration and Appraisal Committee of the Board of Directors...... 14

Chapter I: General Provisions ...... 14

Chapter II: Composition ...... 14

Chapter III: Duties and Authority ...... 14

Chapter IV: Decision-making Procedures ...... 15

Chapter V Rules of Procedure ...... 16

Chapter VI: Supplementary Provisions ...... 16

Rules of Work of the Strategy and Sustainability (ESG) Committee of the Board of Directors

Chapter I: General Provisions

Article 1 In order to meet the needs of the company's strategic development, enhance the company's core competitiveness, and determine the company's development plan,

Improve the investment decision-making procedures, strengthen the scientific nature of decision-making, and improve the efficiency and decision-making of major investment decisions

improve the corporate governance structure, enhance the company's environment, social responsibility and corporate governance (to

Hereinafter referred to as "ESG"), in accordance with the "Company Law of the People's Republic of China", "Shenzhen Chuan".

Articles of Association of Yin Holding Co., Ltd. (hereinafter referred to as the "Articles of Association"), Shanghai Stock Exchange Section

Rules for the Listing of Stocks on the Innovation Board of the Shanghai Stock Exchange, and Guidelines for the Self-Discipline Supervision of Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange

No. 1 - Standardized Operation" and other relevant regulations, the company has set up a board of directors for strategy and sustainability

Development (ESG) Committee, and develop these working rules.

Article 2 The Strategy and Sustainability (ESG) Committee of the Board of Directors shall be established by the Board of Directors in accordance with the resolution of the General Meeting of Shareholders

It is mainly responsible for the company's long-term development strategy and major investment decisions

Conduct research and make recommendations on sustainability and ESG (Environmental, Social and Governance).

Chapter II: Composition of Personnel

Article 3 The Strategy and Sustainability (ESG) Committee consists of 3 directors, including 1

Independent Director.

Article 4 The Strategy and Sustainable Development (ESG) Committee shall be composed of the chairman of the board of directors, more than one-half of the independent directors or

More than one-third of all directors shall be nominated and elected by the Board of Directors.

Article 5 The Strategy and Sustainable Development (ESG) Committee shall have a chairman (convener) and be chaired by the chairman

As.

Article 6 The term of office of the Strategy and Sustainable Development (ESG) Committee is the same as that of the Board of Directors, and the term of office of the members expires

If it is full, it can be re-elected. During this period, if a member ceases to hold the position of director of the company, he or she will automatically lose his or her position

The number of members shall be supplemented by the Committee in accordance with the provisions of Articles 3 to 5 above.

Article 7 The Strategy and Sustainable Development (ESG) Committee consists of an Investment Review Panel and an ESG Working Group.

The chairman of the company is the leader of the group.

Chapter III: Duties and Authority

Article 8 The main responsibilities and powers of the Strategy and Sustainable Development (ESG) Committee:

(1) To study and make suggestions on the company's long-term development strategic planning;

(2) To study the major investment and financing plans that are subject to the approval of the board of directors as stipulated in the Articles of Association

research and make recommendations;

(3) Major capital operations and asset management that are subject to the approval of the board of directors as stipulated in the Articles of Association

The project conducts research and makes recommendations;

(iv) Identify and assess material ESG risks and opportunities, including environmental, social and corporate governance

Participate in advising on the company's ESG strategy, including strategic planning, goal setting, policy formulation, and execution

management, risk assessment and other matters;

(5) Supervise and make recommendations on the company's ESG work, review and submit the company's ESG report

making recommendations, implementing other matters delegated by the Board and overseeing the progress of ESG matters;

(6) To conduct research on other material issues that affect the company's strategy, sustainability and ESG

and make recommendations;

(7) To inspect the implementation of the above matters;

(8) Other matters authorized by the Board of Directors.

Article 9 The Strategy and Sustainable Development (ESG) Committee is responsible to the Board of Directors, and the Committee's proposals are submitted to the Board of Directors

The Board of Directors deliberated and decided.

Chapter IV: Decision-making Procedures

Article 10 The Investment Review Panel is responsible for the strategy and sustainable development (ESG) committee on the long-term development of the company

Preparation for decision-making on development strategy, major investment financing, major capital operation and other related matters

To provide information about the company:

(1) The person in charge of the relevant department of the company or the holding (shareholding) enterprise shall report the major investment financing,

Capital operation, intention of asset management project, preliminary feasibility report and basic information of the partner

information such as information;

(2) The investment review team will conduct a preliminary review, issue a project approval opinion, and submit a report on strategy and sustainability

Development (ESG) Committee filing;

(3) The relevant departments of the company or the holding (shareholding) enterprise shall carry out agreements, contracts and articles of association with external parties

and feasibility report and submit to the investment review team;

(iv) The Investment Review Panel conducts the review, issues the opinion, and provides a strategic and sustainable development report

The (ESG) committee submits a formal proposal.

Article 11 The ESG Working Group is responsible for the ESG matters of the Strategy and Sustainable Development (ESG) Committee

The preparatory work of the decision-making provides information on the relevant aspects of the company:

(1) The person in charge of the relevant department of the company or the holding (shareholding) enterprise shall submit the report to the ESG working group

Reporting issues, reports and other relevant materials on material ESG issues;

(2) The ESG Working Group will conduct the review, issue opinions, and submit recommendations to the strategy and sustainable development

The (ESG) committee submits a formal proposal.

Article 12 The Strategy and Sustainability (ESG) Committee is based on the Investment Review Panel and the ESG Working Group

The results of the discussion are presented to the Board of Directors and fed back to the Investment

Review Panel and ESG Working Group.

Chapter V: Rules of Procedure

Article 13 The Strategy and Sustainable Development (ESG) Committee shall be required by the Board of Directors or Strategy and Sustainable Development

The members of the ESG Committee propose to convene the meeting and notify all members three days before the meeting;

Meeting notices can be delivered by hand, mail, email, fax, telephone, text message, and WeChat

and other ways to notify all members; However, in case of special circumstances, it should be notified immediately and convened in a timely manner. meeting

It is presided over by the chairman, and if the chairman is unable to attend, he or she may entrust one other member (independent director

thing) to preside.

Article 14 Meetings of the Strategy and Sustainable Development (ESG) Committee shall be attended by more than two-thirds of the members

can be held; Each member has one vote; The resolutions made at the meeting must be taken in full

Approved by a majority of the members of the sports committee.

Article 15 The voting method for the meeting of the Strategy and Sustainable Development (ESG) Committee shall be a show of hands or a voting table

Decide; The meeting may be convened by means of a communication vote.

Article 16 The chairs of the Investment Review Panel and the ESG Working Group may sit on Strategy and Sustainable Development (ESG)

The committee may also invite directors, supervisors and other senior management personnel of the company to meet the meeting if necessary

Meeting.

Article 17 If necessary, the Strategy and Sustainable Development (ESG) Committee may engage an intermediary agency for it

Professional advice is provided for decision-making, and the cost is paid by the company.

Article 18 Procedures, voting methods and meetings of the Strategy and Sustainable Development (ESG) Committee

The bills passed must comply with the relevant laws, regulations, the Articles of Association and the provisions of these measures.

Article 19 The meetings of the Strategy and Sustainable Development (ESG) Committee shall be recorded and the members present at the meeting

The minutes of the meeting should be signed; The minutes of the meeting are kept by the secretary of the board of directors of the company.

Article 20 The proposals and voting results passed by the Strategy and Sustainable Development (ESG) Committee meeting shall be based on:

Report in writing to the board of directors of the company.

Information.

Chapter VI Supplementary Provisions

Article 22 These working rules shall come into force and be implemented from the date of approval by the Board of Directors.

Article 23 Matters not covered in these working rules shall be in accordance with the relevant national laws, regulations and the Articles of Association

Execute; If these Detailed Rules are amended in accordance with the laws and regulations promulgated by the State in the future or through legal procedures

In case of conflict between the articles of association of the company, the provisions of the relevant national laws, regulations and the articles of association of the company shall be implemented.

It will be revised immediately and submitted to the board of directors for deliberation and approval.

Article 24 The right to interpret these rules belongs to the board of directors of the company.

Rules of Work of the Nomination Committee of the Board of Directors

Chapter I: General Provisions

Article 1 In order to standardize the formation of the company's leaders, optimize the composition of the board of directors, and improve the corporate governance structure

According to the Company Law of the People's Republic of China, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange,

Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation,

Articles of Association of Shenzhen Transsion Holdings Co., Ltd. (hereinafter referred to as the "Articles of Association") and other related matters

It is stipulated that the company has set up a nomination committee of the board of directors and formulated these working rules.

Article 2 The Nomination Committee of the Board of Directors is a special working body established by the Board of Directors in accordance with the resolution of the General Meeting of Shareholders

It is responsible for selecting and proposing the candidates, selection criteria and procedures for the company's directors and managers

Suggestion.

Article 3 The term "manager" in these Rules refers to the general manager, deputy general manager and secretary of the board of directors appointed by the board of directors

and other senior management personnel identified by the general manager to the board of directors.

Chapter II: Composition of Personnel

Article 4 The members of the Nomination Committee shall be composed of 3 directors and 2 independent directors.

Article 5 The members of the nomination committee shall be the chairman of the board, more than one-half of the independent directors or one-third of all directors

and elected by the Board of Directors.

Article 6 The Nomination Committee shall have one chairman (convener), who shall be served by an independent director and shall be responsible for the chairman

sustain the work of the Committee; The chairman of the committee shall be elected from among the members and shall be submitted to the board of directors for approval.

Article 7 The term of office of the Nomination Committee is the same as that of the Board of Directors, and members may be re-elected upon expiration of their term of office. time limit

Occasionally, if a member ceases to serve as a director of the company, he or she will automatically lose his or her membership and will be elected by the committee

The number of members shall be supplemented in accordance with the provisions of articles 4 to 6 above.

Chapter III: Duties and Authority

Article 8 The main responsibilities and powers of the Nomination Committee:

(1) To study and make recommendations on the selection criteria and procedures for directors and senior management;

(2) To select qualified candidates for directors and senior management;

(3) To review and make recommendations on candidates for directors and senior management.

Article 9 The Nomination Committee shall be responsible to the Board of Directors, and the Committee's proposals shall be submitted to the Board of Directors for deliberation and decision. Controlling shares

In the absence of sufficient grounds or reliable evidence, the recommendation of the Nominating Committee shall be fully respected,

Otherwise, no alternative directors or managers can be proposed.

Chapter IV: Decision-making Procedures

Article 10 In accordance with the relevant laws and regulations and the articles of association of the company, the nomination committee shall be entitled to the actual situation of the company.

Study the election conditions, selection procedures and tenure of directors and managers of the company, and make a decision

After the meeting, it shall be filed and submitted to the board of directors for approval, and shall be implemented in accordance with it.

Article 11 Procedures for the selection of directors and managers:

(1) The Nomination Committee shall actively communicate with the relevant departments of the Company to study the Company's views on the Company's new directors,

the needs of the manager, and form a written material;

(2) The nomination committee may be within the Company, the holding (shareholding) company, and the talent market

Extensive search for candidates for directors and managers;

(3) Collect the occupations, educational backgrounds, professional titles, detailed work experience, and all part-time jobs of the primary candidates

situation, forming written materials;

(4) Seek the nominee's consent to the nomination, otherwise it cannot be used as a candidate for director or manager;

(5) Convene a meeting of the Nomination Committee to select the primary personnel according to the terms and conditions of the directors and managers

Conduct qualification review and form a clear review opinion;

(6) To submit to the Board of Directors one to two months before the election of new directors and the appointment of new managers

Recommendations and related materials for director candidates and new managers;

(vii) Conduct other follow-up work based on the decisions of the Board of Directors and feedback.

Chapter V: Rules of Procedure

Article 12 The Nomination Committee shall be convened at the request of the Board of Directors or the proposal of the members of the Nomination Committee

Three days before the opening of the meeting, all members will be notified, and the notice of the meeting can be delivered by hand, mail, e-mail, or transmission

Notify all members by phone, text message, WeChat, etc.; However, in case of special circumstances, it should be communicated immediately

Know, convene in a timely manner. The meeting shall be presided over by the chairman, and the chairman may entrust others if he or she is unable to attend

Chaired by one member (independent director).

Article 13 Meetings of the Nomination Committee shall be held only when more than two-thirds of the members are present; Each member

one vote; Resolutions made at the meeting must be passed by a majority of all members.

Article 14 The voting method of the meeting of the nomination committee shall be a show of hands or a vote; Meetings can take the form of communication

The method of voting shall be held.

Article 15 The meeting of the nomination committee may invite the directors, supervisors and other senior management personnel of the company when necessary

Meeting.

Article 16 If necessary, the nomination committee may hire an intermediary agency to provide professional advice for its decision-making, at a cost

Paid by the company.

Article 17 The convening procedures, voting methods and motions passed by the meeting of the Nomination Committee must be followed

Relevant laws, regulations, articles of association and the provisions of these measures.

Article 18 The meeting of the nomination committee shall have a record, and the members attending the meeting shall sign the minutes;

The minutes of the meeting are kept by the secretary of the board of directors of the company.

Article 19 The proposals and voting results passed by the nomination committee meeting shall be reported to the board of directors of the company in writing. Article 20 Members attending the meeting shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant letters without authorization

Cease.

Chapter VI Supplementary Provisions

Article 21 These working rules shall come into force and be implemented on the date of approval by the Board of Directors.

Article 22 Matters not covered in these working rules shall be implemented in accordance with the provisions of relevant national laws, regulations and articles of association

Yes; If these Detailed Rules are amended in accordance with the laws and regulations promulgated by the State in the future or through legal procedures

In the event of any conflict between the Articles of Association of the Company, the provisions of the relevant laws, regulations and articles of association of the Company shall prevail

and immediately revise it and submit it to the board of directors for deliberation and approval.

Article 23 The right to interpret these rules belongs to the board of directors of the company.

Rules of work of the Audit Committee of the Board of Directors

Chapter I: General Provisions

Article 1 In order to strengthen the decision-making function of the board of directors, we should achieve prior audit and professional audit to ensure that the board of directors has a good relationship with the manager

layer of effective supervision, improve the corporate governance structure, in accordance with the "Company Law of the People's Republic of China", "above

Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange

Self-Regulatory Guidelines No. 1 - Standardized Operation", Shenzhen Transsion Holdings Co., Ltd. Chapter

(hereinafter referred to as the "Articles of Association") and other relevant provisions, the Company hereby establishes the Audit Committee of the Board of Directors

and formulate the working rules.

Article 2 The Audit Committee of the Board of Directors is a special working body established by the Board of Directors in accordance with the resolution of the General Meeting of Shareholders

Responsible for the communication, supervision and verification of the company's internal and external audits.

Chapter II: Composition of Personnel

Article 3 The members of the Audit Committee shall be composed of 3 directors and 2 independent directors, and the Audit Committee shall be convened

The person should be an independent director with professional experience in accounting or financial management.

Article 4 The members of the Audit Committee shall be the chairman of the board, more than one-half of the independent directors or one-third of all directors

and elected by the Board of Directors.

Article 5 The Audit Committee shall have a chairman (convener) who shall be responsible for presiding over the work of the Committee; Chairman of the Committee

Members are elected from among the members and submitted to the Board of Directors for approval.

Article 6 The term of office of the Audit Committee is the same as that of the Board of Directors, and the term of office of the members expires and the members may be re-elected. Periods such as

If a member ceases to serve as a director of the company, he or she will automatically lose his or her membership and will be appointed by the committee

Articles 3 to 5 provide for the replenishment of the number of members.

Article 7 The Audit Committee shall set up an audit working group as a daily office and be responsible for daily work liaison and meetings

organization and other work.

Chapter III: Duties and Authority

Article 8 The Audit Committee is responsible for reviewing the company's financial information and its disclosure, supervising and evaluating internal and external auditors

and internal control, whose main responsibilities and authority:

(1) Supervise and evaluate the external audit work, and propose to hire or replace the external audit institution;

(2) Supervise and evaluate the internal audit work, and be responsible for the management, internal audit department and external audit

coordination of institutions;

(3) To review the company's financial reports and express opinions on them;

(4) To supervise and evaluate the Company's internal controls;

(5) Responsible for laws and regulations, the Articles of Association and other matters authorized by the Board of Directors.

The Audit Committee shall report to the Board of Directors on the measures it deems necessary or the matters for improvement, and:

Make recommendations.

Article 9 The Audit Committee shall perform the following duties to supervise and evaluate the work of external audit institutions:

(1) Assess the independence and professionalism of the external auditor, in particular the provision by the external auditor

the impact of non-audit services on their independence;

(2) To make recommendations to the Board of Directors on the appointment or replacement of external auditors;

(3) Review the audit fees and terms of employment of the external auditor;

(4) Discuss and communicate with external auditors the audit scope, audit plan, audit methods and audits

significant matters found in the plan;

(5) Supervise and evaluate whether the external audit institution is diligent and conscientious.

The Audit Committee shall be convened at least once a year separately from the external auditor without the participation of management

Communication meetings. The secretary of the board of directors may attend the meeting as an observer. The Audit Committee shall supervise the external audit institutions

Be honest and trustworthy, diligent and responsible, strictly abide by business rules and industry self-discipline norms, and strictly implement internally

Control system, verify the company's financial and accounting reports, perform special care obligations, and be prudent

Give a professional opinion.

Article 10 The Audit Committee shall perform the following duties when supervising and evaluating the internal audit work:

(1) Review the company's annual internal audit work plan;

(2) Supervise the implementation of the company's internal audit plan;

(3) Review the internal audit work report, evaluate the results of the internal audit work, and supervise major issues

rectification;

(4) Guide the effective operation of the internal audit department.

The Company's internal audit department is required to report to the Audit Committee. The internal audit department is submitted to management

The audit reports, the rectification plan and the rectification situation of the audit issues shall be submitted to the Audit Committee at the same time. Article 11 The Audit Committee shall perform the following duties when reviewing the company's financial reports and expressing opinions:

(1) Review the company's financial reports and put forward the authenticity, completeness and accuracy of the financial reports

Opinion;

(2) Focus on major accounting and auditing issues in the company's financial reporting, including major accounting errors

adjustments, significant changes in accounting policies and estimates, matters involving significant accounting judgments, resulting in non-standard

Matters in the audit report with unqualified opinions, etc.;

(3) Pay special attention to whether there is fraud, fraud and material misstatement related to financial reporting

Possibility;

(4) Supervise the rectification of financial reporting problems.

Article 12 The Audit Committee shall perform the following duties when supervising and evaluating the internal control of the Company:

(1) Assess the appropriateness of the design of the company's internal control system;

(2) Review the internal control self-evaluation report;

(3) Review the internal control audit report issued by the external auditor and communicate with the external auditor

Problems found and ways to improve them;

(4) Evaluate the results of internal control evaluation and audit, and supervise the rectification of internal control deficiencies.

Article 13 The Audit Committee coordinates with the management, the internal audit department and relevant departments with the external audit institutions

Communication, shall perform the following duties:

(1) Coordinate management's communication with external auditors on major audit issues;

(2) Coordinate the communication between the internal audit department and the external audit institution and cooperate with the external audit work. Article 14 The Audit Committee shall be responsible to the Board of Directors, report to the Board of Directors, and submit the Committee's proposals to the Board of Directors

The Board of Directors deliberated and decided. The following matters shall be submitted with the consent of more than half of all members of the Audit Committee

Submitted to the Board of Directors for consideration:

(1) Disclose financial information and internal control reports in financial accounting reports and periodic reports;

(2) Hiring or dismissing an accounting firm that undertakes the company's audit business;

(3) Appointing or dismissing the person in charge of finance of the company;

(4) Changes in accounting policies and accounting estimates or material changes due to reasons other than changes in accounting standards

correction of accounting errors;

(5) Other matters stipulated by laws and regulations, relevant provisions of the firm and the articles of association of the company.

Article 15 The Audit Committee shall cooperate with the audit activities of the Board of Supervisors.

Chapter IV: Decision-making Procedures

Article 16 The audit working group is responsible for the preparatory work for the decision-making of the audit committee, and provides the company with it

Written information on the subject:

(1) Relevant financial reports of the company;

(ii) Reports on the work of internal and external audit institutions;

(iii) External audit contracts and related work reports;

(4) Information disclosed by the Company to the outside world;

(5) Audit report of the company's material related party transactions;

(6) Other related matters.

Article 17 The meeting of the audit committee shall review the report provided by the audit working group and make a written decision on the relevant matters

Submission to the Board of Directors for discussion:

(1) Evaluation of the work of external auditors, appointment and replacement of external auditors;

(2) Whether the company's internal audit system has been effectively implemented and whether the company's financial reports are comprehensive

Authentic;

(3) Whether the financial reports and other information disclosed by the company are objective and true, and whether the company is material

whether the joint transaction complies with relevant laws and regulations;

(4) Evaluation of the work of the company's financial department and audit department, including their responsible persons;

(5) Other related matters.

Chapter V: Rules of Procedure

Article 18 The meetings of the Audit Committee are divided into regular meetings and ad hoc meetings, and regular meetings shall be held at least four times a year and every quarter

It may be convened once and may be convened when proposed by two or more members, or when the convener deems it necessary

Ad hoc meetings. All members shall be notified three days before the meeting, and the notice of the meeting may be delivered by hand.

Notify all members by email, e-mail, fax, telephone, text message, WeChat, etc.; But encountered

In special circumstances, it should be notified immediately and convened in a timely manner. The members of the audit committee of the board of directors of the company shall be pro

Attend meetings of the Audit Committee and express clear views on the matters under consideration. It is true that the commissioners cannot

Those who attend the meeting in person may submit a power of attorney signed by the committee member to entrust other committee members

Attend and comment on your behalf. The power of attorney must specify the scope and duration of the authorization. Each member

Accept a maximum of one commissioner's commissioner. If the independent directors are truly unable to attend the meeting in person, they shall be appointed

Other independent board members will attend on their behalf. The meeting shall be presided over by the chairman of the committee, and the chairman shall not be allowed to leave

One other member (independent director) may be delegated to preside over the meeting.

Article 19 A meeting of the Audit Committee shall be held only when more than two-thirds of the members are present; Each member

one vote; Resolutions made at the meeting must be passed by a majority of all members. examine

If any member of the Planning Committee has an interest in the matters to be discussed at the meeting, he or she shall be recused. Because of avoidance

If an effective deliberation opinion cannot be formed, the relevant matters shall be directly deliberated by the board of directors.

Article 20 The voting method of the meeting of the Audit Committee shall be a show of hands or a vote; Meetings can take the form of communication

The method of voting shall be held.

Article 21 The leader of the audit working group may attend the meeting of the audit committee, and if necessary, he may also invite the company's directors,

Supervisors and other senior management personnel attended the meeting as observers.

Article 22 If necessary, the Audit Committee may hire intermediaries to provide professional advice for its decision-making

with the payment by the company.

Article 23 The convening procedures, voting methods and resolutions adopted by the meeting of the Audit Committee must be followed

Relevant laws, regulations, articles of association and the provisions of these measures.

Article 24 The meeting of the Audit Committee shall be recorded, and the members attending the meeting shall sign the minutes

Name; The minutes of the meeting are kept by the secretary of the board of directors of the company.

Article 25 The proposals and voting results passed by the audit committee meeting shall be reported to the directors of the company in writing

Yes.

Article 26 Members attending the meeting shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose the relevant matters without authorization

Information.

Chapter VI Supplementary Provisions

Article 27 These working rules shall come into force and be implemented on the date of approval by the Board of Directors.

Article 28 Matters not covered in these working rules shall be implemented in accordance with the relevant national laws, regulations and the articles of association

Yes; If these Detailed Rules are amended in accordance with the laws and regulations promulgated by the State in the future or through legal procedures

In case of conflict between the articles of association of the company, the provisions of the relevant national laws, regulations and the articles of association of the company shall be implemented.

It will be revised immediately and submitted to the board of directors for deliberation and approval.

Article 29 The right to interpret these rules belongs to the board of directors of the company.

Rules of work of the Remuneration and Appraisal Committee of the Board of Directors

Chapter I: General Provisions

Article 1 In order to further establish and improve the company's directors (non-independent directors) and senior management personnel (hereinafter referred to as "managers"

personnel") assessment and salary management system, improve the corporate governance structure, according to the "People's Republic of China

Company Law of the People's Republic of China", "Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange", "Shanghai Stock Exchange".

Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board No. 1 - Standardized Operation", Shenzhen Transsion Control

The Articles of Association of a Company Limited by Shares (hereinafter referred to as the "Articles of Association") and other relevant provisions of the Company are hereby hereby applied

Establish the Remuneration and Appraisal Committee of the Board of Directors and formulate these working rules.

Article 2 The Remuneration and Appraisal Committee is a special working body established by the Board of Directors in accordance with the resolution of the General Meeting of Shareholders

Responsible for formulating the assessment standards for the company's directors and managers; Responsible for formulating and reviewing

Review the remuneration policies and plans of the company's directors and managers, and be responsible to the board of directors.

Article 3 The term "director" as used in these Rules refers to the chairman of the board of directors and directors who receive remuneration from the company, and the term "manager" refers to the manager

The general manager, deputy general manager and secretary of the board of directors appointed by the board of directors shall be submitted to the board of directors for approval by the general manager

other senior management personnel.

Chapter II: Composition of Personnel

Article 4 The members of the Remuneration and Appraisal Committee shall be composed of 3 directors and 2 independent directors.

Article 5 The members of the remuneration and appraisal committee shall be the chairman of the board, more than one-half of the independent directors or all the directors

of one-third of the nominations and are elected by the Board of Directors.

Article 6 The Remuneration and Appraisal Committee shall have one chairman (convener), who shall be served by an independent board member.

Responsible for presiding over the work of the Committee; The chairman of the committee shall be elected from among the members and shall be submitted to the board of directors for approval.

Article 7 The term of office of the Remuneration and Appraisal Committee is the same as that of the Board of Directors

Allow. During the period, if a member ceases to serve as a director of the company, he or she will automatically lose his membership qualification and will be delegated

The Committee shall make up the number of members in accordance with the provisions of Articles 4 to 6 above.

Article 8 The Remuneration and Appraisal Committee has a working group under it, which is responsible for providing information on the company's operations

and the relevant information of the personnel being evaluated, responsible for the preparation of the remuneration and appraisal committee meetings and the implementation of remuneration

Relevant resolutions with the Appraisal Committee.

Chapter III: Duties and Authority

Article 9 The Remuneration and Appraisal Committee is responsible for formulating and conducting the evaluation standards for directors and senior managers

Formulating and reviewing policies and plans for the remuneration of directors and senior management, and on the following matters:

Recommendations to the Board:

(1) Remuneration of directors and senior management;

(2) Formulating or changing equity incentive plans and employee stock ownership plans, and the incentive recipients are authorized to benefit.

the fulfillment of the conditions for exercising the rights;

(3) The directors and senior management arrange a shareholding plan in the subsidiary to be spun off;

(4) Other matters stipulated by laws and regulations, relevant regulations of the firm and the articles of association of the company.

Article 10 The board of directors has the right to veto remuneration plans or programs that harm the interests of shareholders. Board of Directors on remuneration and appraisal

If the committee's recommendations are not adopted or not fully adopted, the remuneration and remuneration shall be recorded in the resolution of the board of directors

The opinions of the assessment committee and the specific reasons for not adopting them will be disclosed.

Article 11 The remuneration plan of the directors of the company proposed by the remuneration and appraisal committee shall be approved by the board of directors.

It can only be implemented after it is submitted to the general meeting of shareholders for deliberation and approval; The remuneration distribution plan of the company's managers shall:

Report to the Board of Directors for approval.

Chapter IV: Decision-making Procedures

Article 12 The working group under the Remuneration and Appraisal Committee shall be responsible for making decisions before the Remuneration and Appraisal Committee

Prepare for the work and provide information on the relevant aspects of the company:

(1) Provide the company's main financial indicators and the completion of business objectives;

(2) The scope of work and main responsibilities of the company's senior management personnel;

(3) Provide the indicators involved in the performance appraisal system for the positions of directors and senior managers

completion;

(4) To provide the business performance of directors and senior management with business innovation ability and profit-making ability

effectiveness;

(5) Provide relevant calculations for formulating the company's salary distribution plan and distribution method according to the company's performance

Basis.

Article 13 Procedures for the evaluation of directors and senior management by the Remuneration and Appraisal Committee:

(1) The directors and senior management of the Company shall report their work to the Remuneration and Appraisal Committee of the Board of Directors

self-evaluation;

(2) The Remuneration and Appraisal Committee shall conduct a review of the directors and senior management in accordance with the performance evaluation standards and procedures

Personnel conduct performance evaluations;

(3) To propose directors and senior managers based on the results of job performance evaluation and remuneration distribution policy

The amount of remuneration and reward method of employees shall be reported to the board of directors of the company after being voted on.

Chapter V: Rules of Procedure

Article 14 The Remuneration and Appraisal Committee shall be convened according to the requirements of the Board of Directors or the proposal of the members of the Remuneration and Appraisal Committee

The meeting shall be notified to all members three days before the meeting, and the notice of the meeting may be delivered by hand or mailed

, e-mail, fax, telephone, text message, WeChat, etc.; But Yute

In case of special circumstances, it should be notified immediately and convened in a timely manner. The meeting shall be presided over by the chairman, but the chairman shall not

When attending, one other member (independent director) may be delegated to preside.

Article 15 The meeting of the Remuneration and Appraisal Committee shall be attended by more than two-thirds of the members; Every

members have one vote; Resolutions made at the meeting must be adopted by a majority of all members

Pass.

Article 16 The voting method of the meeting of the Remuneration and Appraisal Committee shall be a show of hands or a vote; Meetings can be taken

It will be convened by means of a vote by means of a communication vote.

Article 17 The remuneration and appraisal committee may invite the directors, supervisors and senior managers of the company when necessary

members attended the meeting.

Article 18 If necessary, the Remuneration and Appraisal Committee may engage intermediaries to provide professional advice for its decision-making

See, the fee is paid by the company.

Article 19 When the remuneration and appraisal committee meeting discusses the issues related to the members of the committee, the parties shall recuse themselves. Article 20 The convening procedures, voting methods and remuneration policies adopted by the meeting of the Remuneration and Appraisal Committee

The distribution plan must comply with the relevant laws, regulations, articles of association and the provisions of these measures.

Article 21 The meeting of the Remuneration and Appraisal Committee shall be recorded, and the members attending the meeting shall be recorded in the meeting

Recording signatures; The minutes of the meeting are kept by the secretary of the board of directors of the company.

Article 22 The proposals and voting results passed by the meeting of the Remuneration and Appraisal Committee shall be reported to the public in writing

Division of the Board of Directors.

Article 23 Members attending the meeting shall have the obligation to keep confidential the matters discussed at the meeting, and shall not disclose the relevant matters without authorization

Information.

Chapter VI Supplementary Provisions

Article 24 These working rules shall come into force and be implemented on the date of approval by the Board of Directors.

Article 25 Matters not covered in these working rules shall be implemented in accordance with the provisions of relevant national laws, regulations and articles of association

Yes; If these Detailed Rules are amended in accordance with the laws and regulations promulgated by the State in the future or through legal procedures

In case of conflict between the articles of association of the company, the provisions of the relevant national laws, regulations and the articles of association of the company shall be implemented.

It will be revised immediately and submitted to the board of directors for deliberation and approval.

Article 26 The right to interpret these rules belongs to the board of directors of the company.

Shenzhen Transsion Holdings Co., Ltd

March 2025