Shanghai Hehui Optoelectronics Co., Ltd

Rules of Procedure of the Board of Directors

(Draft)

(Applicable after the issuance and listing of H shares)

Shanghai Hehui Optoelectronics Co., Ltd

Rules of Procedure of the Board of Directors

Chapter I: General Provisions

Article 1 In order to further improve the corporate governance structure of the company, standardize the operation of the board of directors, improve the work efficiency and scientific decision-making ability of the board of directors, and ensure that the board of directors of the company exercises its powers in accordance with the law, in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), 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 Shanghai Hehui Optoelectronics Co., Ltd. (hereinafter referred to as the "Articles of Association") and other relevant provisions of laws and regulations, and combined with the actual situation of the Company, these rules are formulated.

Article 2 Directors shall abide by the provisions of laws, administrative regulations, the Hong Kong Listing Rules, departmental rules and the Articles of Association, and perform the duty of loyalty and diligence.

Article 3 The Board of Directors shall have an office of the Board of Directors to handle the daily affairs of the Board of Directors.

The secretary of the board of directors or a person arranged by the secretary of the board of directors shall be responsible for keeping the seal of the board of directors.

Chapter 2 Composition of the Board of Directors and its functions and powers

Article 4 The Board of Directors shall be composed of 10 directors, including 5 shareholder representative directors, 4 independent directors and employee representatives

1 director. Employee representative directors are democratically elected by the company's employee congress, employee congress or other means.

The board of directors shall have a chairman.

Article 5 The chairman of the board of directors shall be elected by the board of directors by a majority of all directors.

Article 6 The Board of Directors shall exercise the following functions and powers:

(1) To convene a general meeting of shareholders and report to the general meeting of shareholders;

(2) To implement the resolutions of the general meeting of shareholders;

(3) To decide on the company's business plan and investment plan;

(4) Formulate the company's annual financial budget plan and final account plan;

(5) Formulating the company's profit distribution plan and loss recovery plan;

(6) To formulate plans for increasing or decreasing the company's registered capital, issuing bonds or other securities, and listing the company;

(7) Formulating plans for major acquisitions of the Company, acquisition of shares of the Company, or merger, division, dissolution and change of the form of the Company;

(8) Within the scope of the authorization of the general meeting of shareholders, decide on the company's foreign investment, acquisition and sale of assets, asset mortgage, external guarantee matters, entrusted wealth management, related party transactions, external donations, etc.;

(9) To decide on the establishment of the company's internal management organization;

(10) To decide on the appointment or dismissal of the general manager, secretary of the board of directors and other senior management personnel of the company, and to decide on their remuneration, rewards and punishments; According to the nomination of the general manager, decide to appoint or dismiss the company's deputy general manager, financial director and other senior management personnel, and decide on their remuneration, rewards and punishments;

(11) Formulate the company's basic management system;

(12) Formulating a plan for amending the Articles of Association;

(13) To manage the company's information disclosure;

(14) To propose to the general meeting of shareholders the appointment or replacement of the accounting firm for the company's audit;

(15) Listen to the work report of the general manager of the company and inspect the work of the general manager;

(16) Other functions and powers conferred by laws, administrative regulations, the Hong Kong Listing Rules, departmental rules or the Articles of Association.

The Board of Directors of the Company has established an Audit Committee, and has established strategies and ESG, nominations, remuneration and appraisals as needed

on special committees. The special committee is responsible to the board of directors and performs its duties in accordance with the Articles of Association and the authorization of the board of directors, and the proposal shall be submitted to the board of directors for deliberation and decision. The members of the special committee shall be composed of all directors, and the members of the audit committee shall be directors who do not serve as senior management of the company, of which more than half of the independent directors of the audit committee, the nomination committee and the remuneration and appraisal committee shall serve as the convener, and the convener of the audit committee shall be accounting professionals among the independent directors. The Board of Directors is responsible for formulating the working rules of the special committees and standardizing the operation of the special committees.

Matters exceeding the scope of authorization of the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation.

Article 7 The board of directors of the company shall explain to the general meeting of shareholders the non-standard audit opinion issued by the certified public accountant on the company's financial report.

Article 8 The board of directors shall determine the authority for foreign investment, acquisition and sale of assets, asset mortgage, external guarantees, entrusted wealth management, related party transactions, external donations, etc., and establish strict review and decision-making procedures; Major investment projects shall be reviewed by relevant experts and professionals, and shall be submitted to the general meeting of shareholders for approval.

(1) For the purposes of this Article, the term "transaction" refers to: the purchase or sale of assets; foreign investment (except for the purchase of bank wealth management products); transfer or transfer of R&D projects; Signing a license agreement; provide guarantees; leasing or leasing assets; entrusting or entrusting the management of assets and business; donated or donated assets; creditor's rights and debt restructuring; Provision of financial assistance, etc. The above-mentioned purchase or sale of assets does not include transactions related to daily operations, such as the purchase of raw materials, fuels and power, and the sale of products or commodities.

Transactions (except for the provision of guarantees) that meet the following criteria shall be voted and approved by the board of directors:

(1) The total amount of assets involved in the transaction (if there is both book value and appraised value, whichever is higher) accounts for more than 10% of the company's latest audited total assets;

(2) the transaction value represents more than 10% of the company's market capitalization;

(3) the net assets of the subject matter (e.g., equity) in the most recent fiscal year account for more than 10% of the company's market value;

(4) the operating income of the subject matter of the transaction (e.g. equity) in the most recent fiscal year accounts for more than 10% of the company's audited operating income in the most recent fiscal year and exceeds RMB 10 million;

(5) The profit generated by the transaction accounts for more than 10% of the audited net profit of the company in the most recent fiscal year and exceeds RMB 1 million;

(6) The net profit of the subject matter of the transaction (such as equity) in the most recent fiscal year accounts for more than 10% of the company's audited net profit in the most recent fiscal year and exceeds RMB 1 million.

If the transaction (except for the provision of guarantees) of the company meets one of the following criteria, it shall also be submitted to the general meeting of shareholders for deliberation after the board of directors has voted and approved:

(1) The total amount of assets involved in the transaction (if there is both book value and appraised value, whichever is higher) accounts for more than 50% of the company's latest audited total assets;

(2) the transaction value represents more than 50% of the company's market capitalization;

(3) the net assets of the subject matter (e.g., equity) in the most recent fiscal year account for more than 50% of the company's market value;

(4) the operating income of the subject matter of the transaction (e.g. equity) in the most recent fiscal year accounts for more than 50% of the audited operating income of the company in the most recent fiscal year and exceeds RMB 50 million;

(5) The profit generated from the transaction accounts for more than 50% of the company's audited net profit in the most recent fiscal year and exceeds 5 million yuan;

(6) The net profit related to the subject matter of the transaction (such as equity) in the most recent fiscal year accounts for more than 50% of the company's audited net profit in the most recent fiscal year and exceeds RMB 5 million.

When a company provides financial assistance, it shall use the transaction amount as the transaction amount, and the above-mentioned agreement on the decision-making authority of the transaction amount shall apply.

If the company has entrusted wealth management on a rolling basis for 12 consecutive months, the highest balance in that period shall be used as the transaction amount, and the above-mentioned agreement on the decision-making authority of the transaction amount shall apply.

In the event of a transaction in which the company has leased assets or entrusted assets for management, the calculation shall be based on the rent or income, and the above-mentioned provisions on the decision-making authority of the relevant business income of the transaction subject shall apply.

If the data involved in the calculation of the above indicators is negative, its absolute value is calculated.

In the event that a company and the same counterparty enter into transactions of the same type in the opposite direction as specified in this article at the same time, the provisions of this article shall apply according to the amount of the one-way transaction.

Except as otherwise specified in the provision of guarantees, entrusted wealth management, etc., when the Company conducts transactions of the same type and related to the subject matter as specified in this Article, the provisions of this Article shall be applied in accordance with the principle of cumulative calculation over a period of 12 consecutive months. If the company implements the transaction in installments, the provisions of this article shall apply on the basis of the total amount of the transaction. Where obligations have already been performed in accordance with the provisions of this article, they are no longer included in the scope of the relevant cumulative calculation.

If the company is not profitable, it can be exempted from the above net profit indicators.

(2) Related-party transactions (except for the provision of guarantees) between the Company and related persons shall be submitted to the Board of Directors for deliberation and approval if they meet one of the following criteria:

(1) Transactions with related natural persons with a transaction amount of more than 300,000 yuan;

(2) The transaction amount with affiliated legal persons accounts for more than 0.1% of the company's latest audited total assets or market value

and more than $3 million.

Transactions in which the amount of transactions between the Company and related persons (excluding the provision of guarantees) accounts for more than 1% of the Company's latest audited total assets or market capitalization, and exceeds RMB 30 million, shall also be submitted to the General Meeting of Shareholders for deliberation after being deliberated and approved by the Board of Directors.

(3) Except for the provisions of Article 43 of the Articles of Association of the Company, the guarantee shall be submitted to the general meeting of shareholders for deliberation

All other external guarantees shall be approved by the Board of Directors.

When an external guarantee is submitted to the board of directors for deliberation, in addition to the approval of more than half of all directors, the consent of more than two-thirds of the directors present at the board meeting shall also be obtained.

If the above-mentioned transaction quota is insufficient for the deliberation authority of the board of directors, the board of directors shall authorize the general manager of the company to review and approve (the content authorized by the board of directors does not include external guarantees and entrusted wealth management investment matters such as securities investment, entrusted wealth management, and venture capital).

Article 9 The Board of Directors of the Company shall have a Strategy and ESG Committee, an Audit Committee, a Nomination Committee, and a Remuneration and Appraisal Committee

The Nuclear Commission, which is accountable to the Board of Directors.

(1) The main responsibilities of the Strategy & ESG Committee are to make long-term development strategies, major investment decisions and ESG for the Company

Conduct research and make recommendations on related matters.

(2) The primary duties of the Audit Committee are to review the Company's financial information and its disclosure, supervision and evaluation, both internally and externally

Ministry of Audit and Internal Control.

(3) The main duties of the nomination committee are to formulate the selection criteria and procedures for directors and senior management;

Selecting and reviewing candidates for directors and senior management and their qualifications; and to make recommendations to the Board on matters relating to the nomination or appointment and removal of directors, and the appointment or dismissal of senior management.

(4) The main duties of the Remuneration and Appraisal Committee are to be responsible for formulating the evaluation standards for directors and senior management

and conduct assessments; formulating and reviewing remuneration policies and plans for directors and senior management; It also makes suggestions to the board of directors on matters such as the remuneration of directors and senior management, the formulation or change of equity incentive plans, employee stock ownership plans, the granting of benefits to incentive recipients, the achievement of the conditions for exercising rights and interests, and the arrangement of stock ownership plans for directors and senior management in the proposed spin-off of their subsidiaries.

Article 10 The company shall have a secretary of the board of directors, who shall be appointed by the board of directors. The secretary of the board of directors is a senior manager of the company

Responsibilities assigned by the Board of Directors.

Chapter 3 Functions and powers of the chairman

Article 11 The chairman of the board of directors shall exercise the following functions and powers:

(1) To preside over the general meeting of shareholders and convene and preside over the meetings of the board of directors;

(2) To supervise and inspect the implementation of the resolutions of the Board of Directors;

(3) Other functions and powers granted by the Board of Directors.

Chapter 4 Convening and Notification of Board of Directors Meetings

Article 12 The Board of Directors shall convene at least four meetings per year, which shall be convened by the Chairman of the Board of Directors and shall be written 14 days before the meeting

All directors and auditors will be notified in person. After the written notice of the regular meeting of the board of directors is issued, if it is necessary to change the time and place of the meeting, or to add, change or cancel the proposal for the meeting, a written notice of change shall be issued 3 days before the date of the original meeting, explaining the situation and the relevant content and relevant materials of the new proposal. If the meeting is less than 3 days, the date of the meeting shall be postponed accordingly or convened as scheduled after obtaining the approval of all the directors attending the meeting.

Before issuing a notice to convene a regular meeting of the board of directors, the office shall fully solicit the opinions of the directors, and submit the proposal to the chairman of the board of directors after the preliminary formation of the meeting proposal. Before formulating a proposal, the chairman of the board of directors shall solicit the opinions of the general manager and other senior management personnel as necessary.

Article 13 In any of the following circumstances, the board of directors shall convene an interim meeting of the board of directors.

(1) When a shareholder representing more than 1/10 of the voting rights proposes;

(2) When more than one-third of the directors jointly propose;

(3) When proposed by the Board of Supervisors;

(4) When the chairman of the board of directors deems it necessary;

(5) When proposed by a majority of the independent directors;

(6) When proposed by the General Manager;

(7) Other circumstances stipulated in the Articles of Association.

In accordance with the provisions of the preceding paragraph of this article, it is proposed to convene an extraordinary meeting of the board of directors, and a written proposal signed (sealed) by the proposer shall be submitted to the chairman of the board of directors through the office or directly. The following matters shall be specified in the written proposal:

(1) The name of the proposer;

(ii) The reasons for the proposal or the objective reasons on which the proposal is based;

(iii) Propose the time or time limit, place and manner in which the meeting shall be convened;

(iv) Clear and specific proposals;

(5) The contact information of the proposer and the date of the proposal, etc.

The content of the proposal shall be within the scope of the authority of the board of directors as stipulated in the Articles of Association, and the materials related to the proposal shall be submitted together. After receiving the above-mentioned written proposal and relevant materials, the office shall forward it to the chairman of the board of directors on the same day. If the chairman of the board of directors believes that the content of the proposal is not clear, specific or the relevant materials are insufficient, he may request the proposer to revise or supplement it. The Chairman shall convene and preside over a meeting of the Board of Directors within 14 days of receipt of the proposal.

Article 14 The notice of the meeting of the board of directors shall be sent by hand, fax, telephone or electronically

Mail method; The deadline for notification is 3 days before the meeting. After the notice of the extraordinary meeting of the board of directors is issued, if it is necessary to change the time and place of the meeting and other matters, or to add, change or cancel the proposal of the meeting, the approval of all the directors attending the meeting shall be obtained in advance and the corresponding records shall be made.

If the situation is urgent and it is necessary to convene an interim meeting of the board of directors as soon as possible, a notice of the meeting may be issued at any time by telephone or other oral means, but the convener shall make an explanation at the meeting.

The first meeting of the Board of Directors after the re-election may be convened on the day of the re-election, and the time for convening the meeting is not subject to the restrictions on the method of notification and the time of notification in paragraph 1.

Article 15 The written notice of the meeting of the board of directors shall include the following contents:

(i) Date and place of the meeting;

(ii) the manner in which the meeting is to be convened;

(iii) the duration of the meeting;

(4) the subject matter and issue;

(5) Contact person and contact information;

(vi) The date on which the notice was given.

Article 16 If the chairman of the board of directors of the company is unable to perform his duties or does not perform his duties, he shall be jointly promoted by more than half of the directors

Elect one director to perform his or her duties.

Article 17 The meeting of the board of directors shall be attended by the directors themselves; If a director is unable to attend for any reason, he or she may be entrusted in writing

If the director attends the meeting on his behalf, the power of attorney shall state the name of the agent, the matters to be represented, the scope of authorization and the validity period, and shall be signed or sealed by the principal. The directors who attend the meeting on their behalf shall exercise the rights of directors within the scope of their authorization. If a director fails to attend a meeting of the Board of Directors or does not appoint a representative to attend, he or she shall be deemed to have abstained from voting at that meeting.

The following principles shall be followed when entrusting and entrusting attendance at board meetings:

(1) When deliberating on related party transactions, non-affiliated directors shall not entrust affiliated directors to attend on their behalf; Associate Directors

They are also not allowed to accept entrustment from non-affiliated directors;

(2) Independent directors shall not entrust non-independent directors to attend on their behalf, and non-independent directors shall not accept independent directors

Entrust;

(3) Directors shall not be authorized to do so without stating their personal opinions and voting intentions on proposals

Other directors shall attend on their behalf, and the relevant directors shall not accept discretionary powers of attorney or delegates whose authority is not clear;

(4) A director shall not be delegated by more than two directors to attend a meeting of the Board on his behalf,

Directors are also not allowed to delegate a director who has been delegated by 2 other directors to attend on their behalf.

Directors' responsibilities for voting matters are not exempted by entrusting other directors to attend.

Article 18 If a director fails to attend in person twice in a row or does not entrust other directors to attend a meeting of the board of directors, it shall be deemed that:

If the board of directors and the board of supervisors are unable to perform their duties, they shall recommend to the general meeting of shareholders that they be replaced.

Chapter 5 Deliberation and Voting Procedures of Board of Directors Meetings

Article 19 A meeting of the board of directors shall be held only when more than half of the directors are present. The Board of Directors must make a resolution

Approved by a majority of all directors.

The voting on the resolution of the board of directors shall be one person, one vote.

Article 20 When the board of directors convenes a meeting, the chairman of the board of directors or the presiding officer of the meeting shall first announce the topics of the meeting

The topic of the meeting presides over the discussion. The chairman of the board of directors or the presiding officer of the meeting should recognize Allah for the meeting, fully listen to the opinions of the directors present at the meeting, control the process of the meeting, save time, and improve the efficiency of deliberations and the scientific nature of decision-making.

The presiding officer of the meeting shall invite the directors present at the board meeting to express clear comments on the proposals.

If a director obstructs the normal progress of the meeting or affects the speech of other directors, the presiding officer of the meeting shall stop it in a timely manner.

Article 21 According to the agenda of the meeting, the board of directors may convene other personnel related to the topics of the meeting to attend the meeting

Introduce the relevant situation or listen to relevant opinions. Non-board members attending the meeting as non-voting delegates shall not intervene in the deliberations of the directors and shall not affect the proceedings of the meeting, voting and resolutions of the meeting.

Article 22 In principle, the meeting of the board of directors shall not deliberate on topics or matters not listed in the notice of the meeting. Special circumstances

In addition, when it is necessary to add a new topic or matter, the temporarily added topic or matter can be deliberated and voted on only after a majority of the directors present at the meeting agree to include the topic or matter in the agenda of the meeting.

Article 23 The directors shall carefully read the relevant meeting materials and independently review the meeting materials on the basis of a full understanding of the situation

Be cautious in expressing your opinions.

The directors may obtain the information necessary for decision-making from the office, the convener of the meeting, the general manager and other senior management, accounting firms and law firms and other relevant personnel and institutions before the meeting, and may also suggest to the presiding officer during the meeting that representatives of the above-mentioned persons and institutions be invited to attend the meeting to explain the relevant situation.

Article 24 The board of directors shall fully ensure that the independent directors comply with the relevant laws, regulations and normative documents

shall exercise its powers.

Article 25 The voting method for the resolution of the board of directors shall be by registered ballot. The voting intentions of the directors are divided into yes and no

Yes and abstain. The directors attending the meeting shall choose one of the above intentions, and if they do not make a choice or choose two or more intentions at the same time, the presiding officer of the meeting shall ask the relevant directors to make a new choice, and if they refuse to choose, they shall be deemed to have abstained; Those who leave the venue halfway through and do not return without making a choice shall be deemed to have waived their voting.

On the premise of ensuring that the directors fully express their opinions, the extraordinary meeting of the board of directors may be conducted in other ways and resolutions may be made and signed by the directors attending the meeting.

Except as otherwise provided in these Rules, a meeting of the Board of Directors shall not vote on proposals not included in the notice of the meeting. If a director accepts the entrustment of other directors to attend a meeting of the board of directors on his behalf, he or she shall not vote on proposals not included in the notice of the meeting on behalf of the other directors.

Article 26 After the voting of the directors attending the meeting is completed, the relevant staff of the office shall collect the votes of the directors in a timely manner

The votes shall be submitted to the secretary of the board of directors under the supervision of a supervisor for statistics.

Where a meeting is convened on-site, the presiding officer of the meeting shall announce the statistical results on the spot; In other cases, the presiding officer of the meeting shall request the secretary of the board of directors to notify the directors of the voting results before the next working day after the end of the prescribed voting time limit.

If the directors vote after the presiding officer of the meeting announces the voting results or after the prescribed voting time limit is over, their voting results shall not be counted.

Article 27 Except for the circumstances specified in Article 8 of these Rules, the Board of Directors shall deliberate and approve the proposals of the meeting and form relevant proposals

resolution, more than half of the total number of directors of the company must vote in favor of the proposal. Where laws, administrative regulations, the Hong Kong Listing Rules, departmental rules and the Articles of Association provide that the board of directors shall obtain the consent of more directors for the formation of a resolution, such provisions shall prevail.

Where there is a contradiction in the content and meaning of different resolutions, the resolution that was later in the time of formation shall prevail.

Article 28 In the event of any of the following circumstances, the directors shall recuse themselves from voting on the relevant proposals:

(1) Circumstances under which directors shall be recused as required by laws and regulations;

(2) Circumstances in which the director believes that he or she should recuse himself/herself;

(3) The directors are required to recuse themselves as stipulated in the Articles of Association because they are related to the enterprise involved in the proposal at the meeting

Miscellaneous.

In the event that directors abstain from voting, the relevant board meeting can be held when more than half of the unrelated directors are present, and the resolution must be passed by more than half of the unrelated directors. If the number of unrelated directors present at the meeting is less than three, the relevant proposal shall not be voted on, but the matter shall be submitted to the general meeting of shareholders for deliberation. If there are any additional restrictions on directors' participation in board meetings and voting in the laws and regulations and the securities regulatory rules of the place where the company's shares are listed, such provisions shall prevail.

Article 29 If the board of directors needs to make a resolution on the distribution of the company's profits, it may first submit the proposed proposal to the directors

The Board of Directors shall notify the certified public accountant of the distribution plan and request him to issue a draft audit report accordingly (all other financial data except those relating to the distribution have been determined). After the board of directors makes a resolution on the allocation, it shall request the certified public accountant to issue a formal audit report, and the board of directors shall make a resolution on other relevant matters of the periodic report based on the formal audit report issued by the certified public accountant.

Article 30 More than one-half of the directors attending the meeting believe that the proposal is not clear or specific, or because the meeting materials are not clear

If the presiding officer is unable to make a judgment on the relevant matter due to other reasons, the presiding officer of the meeting shall request the meeting to make a judgment on the topic

Suspend voting. The directors who propose to suspend the voting shall put forward clear requirements for the conditions that should be met for the proposal to be submitted for consideration again.

Article 31 If the proposal is not approved, the directors shall be entitled to the absence of major changes in the relevant conditions and factors

The meeting shall not consider the same proposal for one month.

Chapter VI Minutes of Board of Directors

Article 32 The Board of Directors shall make minutes of the decisions on the matters discussed at the meeting. Minutes of Board meetings shall:

When true, accurate and complete, the directors, the secretary of the board of directors and the recorders attending the meeting shall sign and confirm the minutes of the meeting. If the directors have different opinions on the minutes of the meeting or the resolution records, they may make a written explanation when signing. When necessary, it shall promptly report to the regulatory authorities, and may also issue a public statement. If the directors do not sign and confirm in accordance with the provisions of the preceding paragraph, and do not make a written explanation of their dissenting opinions, report to the regulatory authorities, or make a public statement, they shall be deemed to have fully agreed with the contents of the minutes of the meeting and the minutes of resolutions.

Article 33 The minutes of the meeting of the board of directors shall include the following contents:

(1) The date, place and name of the convener of the meeting;

(2) The names of the directors present and the names of the directors (agents) who are entrusted by others to attend the board of directors;

(iii) the agenda of the meeting;

(4) Highlights of the directors' speeches;

(v) The manner and result of the voting on each resolution (the result of the vote shall indicate the votes in favour, against or abstentions).

number).

(6) Other matters that the directors deeming to be present at the meeting should be recorded.

Chapter VII Resolutions of the Board of Directors

Article 34 The relevant resolutions formed at the meeting of the board of directors shall be recorded in writing, and the directors attending the meeting

The matter shall be signed in writing of the resolution.

Article 35 The resolutions of the board of directors shall include the following contents:

(1) The date, place and name of the convener of the meeting;

(2) The number of directors who should be present at the meeting, the number of actual directors, and the number of authorized delegates;

(3) Explain the relevant procedures of the Conference and the legality and validity of the resolutions of the Conference;

(4) Explain the content (or title) of the motion that has been deliberated and voted on by the meeting, and explain each item separately

the voting results of the motion or matter (if the voting result of each motion or item deliberated by the meeting is unanimously passed, it can be combined and explained);

(5) If there is a plan that should be submitted to the general meeting of shareholders of the company for deliberation, it should be separately explained;

(6) Other matters that should be explained and recorded in the resolution.

Chapter VIII Implementation of Resolutions

Article 36 The chairman of the board of directors shall supervise and urge the relevant personnel to implement the resolutions of the board of directors, inspect the implementation of the resolutions, and:

Inform the Board of Directors at subsequent meetings on the implementation of the resolutions that have been formed.

Chapter IX Preservation of Conference Archives

Article 37 The meeting files of the board of directors include meeting notices and meeting materials, meeting sign-in books, and directors acting on their behalf

The secretary of the board of directors shall be responsible for the preservation of the power of attorney, meeting recordings, voting ballots, meeting minutes, resolution records, etc., signed and confirmed by the directors attending the meeting, and shall be filed synchronously in accordance with the company's document management system.

Board meeting archives are kept for a period of more than 10 years.

Chapter X: Supplementary Provisions

Article 38 Matters not covered by these Rules shall be in accordance with the relevant national laws, administrative regulations, the Hong Kong Listing Rules,

The relevant provisions of departmental rules and the Articles of Association shall be implemented.

Article 39 The terms "above" and "within" as used in these Rules include this number; "Over", "Below", "More than",

This number is not included.

Article 40 The Board of Directors of the Company shall be responsible for the interpretation of these Rules.

Article 41 These rules are annexed to the Articles of Association of the Company, which shall be reviewed and approved by the general meeting of shareholders of the Company and shall be headed by the Company

The second public offering of overseas listed ordinary shares (H shares) will be effective and effective on the date of listing on The Stock Exchange of Hong Kong Limited. After these rules come into effect, the original "Rules of Procedure of the Board of Directors of Shanghai Hehui Optoelectronics Co., Ltd." will automatically become invalid.

Article 42 Matters not covered by these Rules shall be in accordance with national laws, administrative regulations, the Hong Kong Listing Rules, and the Ministry

The relevant provisions of the regulations and the Articles of Association shall be implemented. In the event of any conflict between these Rules and the relevant provisions of the National Laws, Administrative Regulations, the Hong Kong Listing Rules, departmental rules and the Articles of Association, the relevant provisions of the National Laws, Administrative Regulations, the Hong Kong Listing Rules, the Departmental Rules and the Articles of Association shall prevail.