1

　　Henan Shenma Warwick Plastic Co., Ltd.

　　Bylaws

　　August 2015

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　　Articles of Association of Henan Shenma Warwick Plastic Co., Ltd.

　　Table of contents

　　Chapter One General Provisions............................................ .................................................. ...................3

　　Chapter 2 Business Purpose and Scope............................................ .................................................. ..4

　　Chapter III Shares............................................ .................................................. ...................4

　　Section 1 Issuance of Shares............................. .................................................. ....4

　　Section 2 Increase, Decrease and Repurchase of Shares......................................... ..............................................5

　　Section 3 Transfer of Shares............................................ .................................................. ....6

　　Chapter 4 Shareholders and General Meetings of Shareholders... .................................................. ..7

　　Section 1 Shareholders............................................ .................................................. ...........7

　　Section 2 General Provisions of General Meetings of Shareholders............................. .....................................9

　　Section 3 Convening of General Meeting of Shareholders........................................ ..........................................11

　　Section 4 Proposals and Notices of the General Meeting of Shareholders... ...12

　　Section 5 Convening of General Meeting of Shareholders............................ ..........................................13

　　Section 6 Voting and Resolutions of the General Meeting of Shareholders............................ ...15

　　Chapter 5 Board of Directors.................. .................................................. .............18

　　Section 1 Directors............................................ .................................................. .........18

　　Section 2 Board of Directors............................................ .................................................. .....20

　　Chapter VI The general manager and other senior management personnel.............................. .................................twenty three

　　Chapter 7 Board of Supervisors............................................ .................................................. .............twenty four

　　Section 1 Supervisors............................................ .................................................. .........twenty four

　　Section 2 Board of Supervisors ............................. .................................................. .....25

　　Chapter 8 Financial Accounting System, Profit Distribution and Audit....................................... ..........................26

　　Section 1 Financial Accounting System and Profit Distribution... ...26

　　Section 2 Internal Audit... .................................................. ..27

　　Section 3 Appointment of Accounting Firms... ...................................27

　　Chapter 9 Information Disclosure and Investor Relations Management... .................................28

　　Chapter 10 Notices and Announcements ... .................................................. .......29

　　Section 1 Notice............................................ .................................................. .........29

　　Section 2 Announcement............................................ .................................................. .........30

　　Chapter 11 Merger, Division, Capital Increase, Capital Reduction, Dissolution and Liquidation........................ ...............30

　　Section 1 Merger, Division, Capital Increase and Capital Reduction....................................... ..............................30

　　Section 2 Dissolution and Liquidation............................................ .................................................31

　　Chapter XII Amendment of the Articles of Association............................ .................................................. .......32

　　Chapter XIII Supplementary Provisions............................ .................................................. ..............33

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　　Chapter 1 General Provisions

　　Article 1 To safeguard the shares of Henan Shenma Warwick Plastic Co., Ltd. (hereinafter referred to as the "Company")

　　The legal rights and interests of Donghe’s creditors shall regulate the organization and behavior of the company. According to the “Company of the People’s Republic of China”

　　Law" (hereinafter referred to as "Company Law") and other laws, regulations and other relevant provisions, formulate this Articles of Association.

　　Article 2 The company is in accordance with the "Company Law" and other laws, regulations and normative documents.

　　The shares of Nanshen Ma Huawei Plastic Engineering Co., Ltd. (hereinafter referred to as the "Company") through the overall change are:

　　Limited company.

　　The establishment of a company is initiated and established. The company was registered with the Pingdingshan Administration for Industry and Commerce and obtained

　　business license.

　　Article 3 Company registered name

　　Henan Shenma Warwick Plastic Co., Ltd.

　　Article 4 Company domicile: the northeast corner of the intersection of Beihuan Road and Shanding Park Road, Weidong District, Pingdingshan City

　　Article 5 The registered capital of the company is RMB 25,555,500.

　　Article 6 The company is a permanent joint stock limited company.

　　Article 7 The chairman of the board is the legal representative of the company.

　　Article 8 All the company’s assets are divided into equal shares, and shareholders shall bear the company’s shares within the limit of the shares subscribed by them.

　　Liability, the company assumes responsibility for the company’s debts with all its assets.

　　Article 9 From the effective date of this Articles of Association, it has become a standard for the organization and behavior of the company, the company and its shares.

　　The legally binding document on the relationship of rights and obligations between shareholders, shareholders and shareholders is also a legally binding document on the company, stock

　　A legally binding document for the directors, directors, supervisors, and senior management personnel.

　　Disputes between the company, shareholders, directors, supervisors, and senior managers involved in the articles of association shall first

　　It is resolved through negotiation. If negotiation fails, it shall be resolved through litigation. Shareholders can sue shares in accordance with this charter

　　East; shareholders can sue the company’s directors, supervisors, general managers and other senior management personnel in accordance with this charter;

　　The company can sue the company in accordance with the articles of association; the company can sue the shareholders, directors, supervisors, and general managers in accordance with the articles of association.

　　Management and other senior managers. The name of the company’s shareholders, shares and other matters shall be changed in accordance with the "Company

　　Law" and related regulations shall perform the procedures for registration of changes.

　　Article 10 The "other senior management personnel" mentioned in the Articles of Association refer to the company’s deputy general manager and the person in charge of finance.

　　And the board secretary.

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　　Chapter II Business Purpose and Scope

　　Article 11 The company’s business objectives: Emphasize quality, keep integrity, adhere to technological innovation and scientific management,

　　Through standardized and professional operation and management, the company and shareholders can obtain maximum economic benefits.

　　Article 12 After being registered in accordance with the law, the company’s business scope is: processing and sales of plastic products;

　　easy.

　　Chapter III Shares

　　Section 1 Issuance of Shares

　　Article 13 The company’s shares shall be in the form of stocks, and shall be

　　(Hereinafter referred to as the "China Securities Regulatory Commission") and the National Small and Medium Enterprise Share Transfer System Corporation (hereinafter referred to as "All

　　National Share Transfer System Company”) and other relevant regulations, the depository is in China Securities Depository and Clearing Co., Ltd.

　　Division.

　　Article 14 All company shares shall be registered in the name of the shareholder or unit. Shares held by legal persons shall be recorded

　　The name of a legal person shall not be established with another account name or registered with the name of the representative. The company relies on the certificate provided by the securities registration agency

　　Establish a shareholder register and assign the secretary of the company’s board of directors to manage it.

　　Article 15 The shares issued by the company shall have a face value in Renminbi, with a par value of one yuan per share.

　　Article 16 The issuance of company shares shall follow the principles of openness, fairness and impartiality.

　　Shares with benefits.

　　Article 17 All shares issued by the company are all ordinary shares.

　　Article 18 The name of the company's promoters, the number of shares to be subscribed, the proportion of shares held, the method of capital contribution and the time of capital contribution

　　as follows:

　　Unit: ten thousand shares;%

　　Promoter's name Nationality Number of shares to be subscribed Shareholding ratio Method of capital contribution Time of capital contribution

　　Pingdingshan Shenma Engineering Plastics has

　　Limited liability company

　　China 1609.77 69.99

　　Net assets discount

　　share

　　2015.7.27

　　Henan Mingyuan Industrial Group Real Estate China 690.23 30.01 Net assets discount 2015.7.27

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　　Property Development Co., Ltd.

　　Total--2300 .00 100.00---

　　The name of the company's shareholders, the number of shares subscribed, the shareholding ratio, the method of capital contribution and the time of capital contribution are as follows:

　　Unit: ten thousand shares;%

　　Name of shareholder (name)

　　Amount of holdings (ten thousand

　　share)

　　Shareholding ratio

　　Pingdingshan Shenma Engineering Plastics

　　limited liability company

　　Converting net assets into shares 1609.77 62.99% 201

　　5.7.27

　　Henan Mingyuan Industrial Group Room

　　Real Estate Development Co., Ltd.

　　Net assets conversion

　　690.23 27.01% 2015.7.27

　　Cui Baoping Currency 76.67 3%

　　2015.8.31

　　Xing Yanxu Currency 23 0.9%

　　2015.8.31

　　Zhang Mengliang Currency 23 0.9%

　　2015.8.31

　　Wang Wenwen Currency 23 0.9%

　　2015.8.31

　　Huai Yunan Currency 23 0.9%

　　2015.8.31

　　Guo Hengjie Currency 23 0.9%

　　2015.8.31

　　Lu Yunhe Currency 15.97 0.625%

　　2015.8.31

　　Zhao Shuwei Currency 15.97 0.625%

　　2015.8.31

　　Li Xianghui Currency 15.97 0.625%

　　2015.8.31

　　Shao Tong Currency 15.97 0.625%

　　2015.8.31

　　Total 2555.55 100.00%-

　　Article 19 The company or its subsidiaries (including the company’s affiliated enterprises) shall not be

　　Guarantee, compensation or loans, etc., to provide any assistance to those who purchase or intend to purchase shares of the company.

　　Section 2 Increase, Decrease and Repurchase of Shares

　　Article 20 The company shall, in accordance with the needs of business and development, and in accordance with the provisions of laws and regulations, be approved by the shareholders’ meeting

　　Resolutions will be made separately, and the following methods can be used to increase capital:

　　(1) Public offering of shares;

　　(2) Non-public issuance of shares;

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　　(3) Distribution of bonus shares to existing shareholders;

　　(4) Converting public reserve funds into share capital;

　　(5) Laws, administrative regulations, and other methods approved by the China Securities Regulatory Commission.

　　Article 21 A company may reduce its registered capital. When the company reduces its registered capital, it shall follow the "Company

　　"Law" and other relevant regulations and procedures stipulated in this Articles of Association.

　　Article 22 In the following circumstances, the company may comply with laws, administrative regulations, departmental rules and this

　　According to the articles of association, the acquisition of the company’s shares:

　　(1) Reduce the company's registered capital;

　　(2) Merging with other companies that hold shares of the company;

　　(3) Awarding shares to employees of the company;

　　(4) Shareholders request the company to purchase because they disagree with the resolutions of the company’s merger or division made by the general meeting of shareholders

　　Of its shares.

　　Except for the above circumstances, the company does not engage in activities to buy or sell shares of the company.

　　Article 23 The company may choose one of the following methods to purchase shares of the company:

　　(1) Issue repurchase offers to all shareholders in the same proportion;

　　(2) Repurchase through public trading;

　　(3) Laws, administrative regulations, and other methods approved by the China Securities Regulatory Commission.

　　Article 24 After the company repurchases the company’s stock, it shall, in accordance with the "Company Law" and other laws and regulations,

　　Apply to the administrative department for industry and commerce for change registration.

　　Section 3 Transfer of Shares

　　Article 25 The shares of the company may be transferred in accordance with the law.

　　Article 26 The company does not accept the company’s stock as the subject of the pledge.

　　Article 27 The shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company.

　　yield. The shares that have been issued before the company’s public offering of shares, from the day when the company’s shares are listed and traded on the stock exchange

　　It cannot be transferred within 1 year.

　　The company’s directors, supervisors, and senior managers shall report to the company the company’s shares and

　　Changes, the number of shares transferred each year during the tenure shall not exceed the total number of shares of the company held by him

　　25%; the shares of the company held by the company shall not be transferred within 1 year from the date of listing and trading of the company's shares. The above personnel leave

　　Within six months of the post, he shall not transfer his shares in the company.

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　　Company directors, supervisors, senior managers, shareholders holding more than 5% of the company’s shares, hold them

　　Of the company’s stock is sold within 6 months after the purchase, or purchased again within 6 months after the sale, the income

　　The income belongs to the company, and the board of directors of the company will recover its income. However, the securities company’s underwriting purchase

　　Those who purchase the remaining stocks after the sale and hold more than 5% of the stocks are not subject to the 6-month time limit for selling the stocks.

　　If the company's board of directors fails to implement the provisions of the preceding paragraph, shareholders have the right to request the board of directors to implement it within 30 days.

　　If the company’s board of directors fails to execute within the above-mentioned time limit, shareholders have the right to directly in their own name for the benefit of the company

　　File a lawsuit in the people's court.

　　If the company’s board of directors fails to implement the provisions of paragraph 4, the responsible directors shall be jointly and severally liable in accordance with the law

　　Ren.

　　Where the China Securities Regulatory Commission and the National Share Transfer System Company have other restrictive provisions on the transfer of shares,

　　Its regulations should be followed.

　　Chapter IV Shareholders and General Meetings of Shareholders

　　Section 1 Shareholders

　　Article 28 The register of shareholders is sufficient evidence to prove that shareholders hold the company's shares. Shareholders according to their holdings

　　The types of shares have rights and obligations; shareholders who hold the same types of shares have the same rights.

　　Undertake the same kind of obligations.

　　Article 29 The company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other activities that require confirmation of shareholders

　　In the case of identity behavior, the board of directors or the convener of the general meeting of shareholders shall determine the share registration date, and after the end of the share registration date

　　Registered shareholders are shareholders with relevant rights and interests.

　　Article 30 The shareholders of the company enjoy the following rights:

　　(1) Obtaining dividends and other forms of benefit distribution in accordance with the shares held by them;

　　(2) Lawfully request, convene, preside over, participate in, or appoint shareholder proxies to participate in the general meeting of shareholders, and

　　Exercise the corresponding voting rights;

　　(3) Supervising the company's operations and putting forward suggestions or inquiries;

　　(4) Transfer, donate or pledge the shares held by them in accordance with the provisions of laws, administrative regulations and the articles of association

　　Copies

　　(5) Check the articles of association, the register of shareholders, the stubs of corporate bonds, the minutes of the general meeting of shareholders, and the board of directors

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　　Meeting resolutions, board of supervisors meeting resolutions, financial accounting reports;

　　(6) When the company terminates or is liquidated, it will participate in the distribution of the company’s remaining property according to its share of shares.

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　　(7) Shareholders who disagree with the company’s merger or division resolutions made by the shareholders’ meeting request the company’s acquisition

　　Its shares

　　(8) Other rights stipulated by laws, administrative regulations, departmental rules or these articles of association.

　　Article 31 If a shareholder proposes to consult the relevant information mentioned in the preceding article or request materials, he shall contact the company

　　Provide written documents certifying the type and number of shares held by the company, and the company has verified the identity of shareholders

　　Later, it will be provided in accordance with the requirements of shareholders.

　　Article 32 If the resolutions of the company’s shareholders’ meeting or board of directors violate laws and administrative regulations, the shareholders

　　The right to request the people's court to determine invalid.

　　The convening procedures and voting methods of the shareholders meeting and the board of directors violate laws, administrative regulations or this chapter

　　If the content of the resolution violates this Articles of Association, the shareholders have the right to request the requestor within 60 days from the date of the resolution.

　　The civil court revoked.

　　Article 33 Directors and senior managers violate laws, administrative regulations, or

　　According to the provisions of this Articles of Association, if losses are caused to the company, the company shall hold more than 1% of the company individually or jointly for more than 180 consecutive days

　　Shareholders have the right to request in writing that the board of supervisors file a lawsuit with the people’s court;

　　If it is against the provisions of laws, administrative regulations or this Articles of Association, which causes losses to the company, the shareholders may request the directors in writing to

　　The council filed a lawsuit with the people's court.

　　The board of supervisors and the board of directors refuse to initiate a lawsuit after receiving the shareholder’s written request as specified in the preceding paragraph, or they have received

　　No litigation is filed within 30 days from the date of the request, or if the situation is urgent and not immediately filed, it will benefit the company.

　　If the interests of the company suffer irreparable damage, the shareholders specified in the preceding paragraph have the right to directly in their own name for the benefit of the company.

　　Then file a lawsuit with the people's court.

　　If others infringe on the legal rights and interests of the company and cause losses to the company, the shareholders specified in the first paragraph of this article may follow

　　Proceed to the people’s court in accordance with the provisions of the preceding two paragraphs.

　　Article 34 Directors and senior management personnel violate the provisions of laws, administrative regulations or these Articles of Association,

　　If the interests of shareholders are harmed, shareholders may file a lawsuit in the people's court.

　　Article 35 The shareholders of the company shall bear the following obligations:

　　(1) Comply with laws, administrative regulations and this charter;

　　(2) Payment of shares based on the shares subscribed for and the method of investment;

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　　(3) Except for the circumstances stipulated by laws and regulations, no withdrawal of shares is allowed;

　　(4) Do not abuse the rights of shareholders to damage the interests of the company or other shareholders; do not abuse the company’s legal persons

　　Independence and limited liability of shareholders harm the interests of the company’s creditors;

　　If a company’s shareholder abuses shareholder’s rights and causes losses to the company or other shareholders, it shall be liable for compensation in accordance with the law

　　responsibility.

　　Company shareholders abuse the independent status of the company as a legal person and the limited liability of shareholders, evade debts, and seriously damage the company

　　If the creditors have interests, they shall be jointly and severally liable for the company's debts.

　　(5) Other obligations required by laws, administrative regulations and these articles of association.

　　Article 36 Shareholders who hold more than 5% of the company’s voting shares shall pledge their shares.

　　In case of custody, a written report shall be made to the company from the day the fact occurs.

　　Article 37 Company shareholders and related parties shall not occupy or transfer the company’s funds, assets and their

　　His resources.

　　The controlling shareholder and actual controller of the company shall not use their affiliated relationship to harm the company's interests. Company holding

　　Shareholders and actual controllers have an obligation of good faith to the company and shareholders of the company's public shares. Controlling shareholders should be strict

　　To exercise the rights of investors in accordance with the law, controlling shareholders shall not use profit distribution, asset restructuring, foreign investment, capital

　　Use of funds, loan guarantees, etc., damage the legal rights and interests of the company and public shareholders, and they shall not be used to control the

　　System status harms the interests of the company and public shareholders. Controlling shareholders and actual controllers violated relevant regulations

　　It is stipulated that if losses are caused to the company and other shareholders, they shall be liable for compensation.

　　Matters involving related-party transactions or guarantees shall strictly implement relevant decision-making procedures and avoidance systems.

　　The company’s directors, supervisors, and senior management personnel shall strictly follow the “Company Law”, the “Articles of Association” and other regulations.

　　We will perform our duties diligently and conscientiously to maintain the safety of company funds and property.

　　Section 2 General Provisions of the General Meeting of Shareholders

　　Article 38 The general meeting of shareholders is the company’s organ of power, which exercises the following functions and powers in accordance with the law:

　　(1) Decide on the company's business policy and investment plan;

　　(2) Election and replacement of directors and supervisors who are not held by employee representatives, and decide on relevant directors and supervisors

　　Remuneration matters;

　　(3) Review and approve the report of the board of directors;

　　(4) Review and approve the report of the board of supervisors;

　　(5) Examining and approving the company's annual financial budget plan and final account plan;

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　　(6) Examining and approving the company's profit distribution plan and loss recovery plan;

　　(7) To make a resolution on the increase or decrease of the company's registered capital;

　　(8) To make a resolution on the issuance of corporate bonds;

　　(9) Resolutions on company merger, division, dissolution, liquidation or change of company form;

　　(10) Amend this charter;

　　(11) To make a resolution on the company's hiring and dismissal of an accounting firm;

　　(12) To review and approve the guarantee matters stipulated in Article 39;

　　(13) Reviewing that the company’s purchase and sale of major assets within one year exceeded the company’s most recent audited total

　　30% of assets;

　　(14) Review and approve matters concerning the use of raised funds;

　　(15) Review the equity incentive plan;

　　(16) The deliberation of laws, administrative regulations, departmental rules or the provisions of this Articles of Association shall be decided by the general meeting of shareholders

　　Other matters.

　　Article 39 The following external guarantees of the company must be approved by the general meeting of shareholders.

　　(1) The total amount of external guarantees provided by the company and the company’s holding subsidiaries has reached or exceeded the most recently reviewed

　　Any guarantee provided after 50% of net assets;

　　(2) The total amount of the company’s external guarantees shall be provided after reaching or exceeding 30% of the most recent audited total assets.

　　Any guarantees provided;

　　(3) Guarantees provided to guarantee objects whose asset-liability ratio exceeds 70%;

　　(4) A guarantee with a single guarantee amount exceeding 10% of the latest audited net assets;

　　(5) Guarantees provided to shareholders, actual controllers and their related parties;

　　(6) Other circumstances stipulated by the China Securities Regulatory Commission and the National Share Transfer System Corporation.

　　Article 40 The general meeting of shareholders is divided into annual general meetings and extraordinary general meetings. Annual general meeting

　　One convening shall be held within 6 months after the end of the previous fiscal year.

　　Article 41 In any of the following circumstances, the company shall convene a temporary meeting within 2 months from the date of the occurrence of the facts.

　　When the shareholders meeting:

　　(1) When the number of directors is less than the number specified in the "Company Law" or 2/3 of the number specified in this Articles of Association;

　　(2) When the company's unrecovered losses reach 1/3 of the total paid-in share capital;

　　(3) At the request of shareholders who individually or collectively hold more than 10% of the company's shares;

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

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　　(5) When the board of supervisors proposes to convene;

　　(6) Other circumstances stipulated by laws, administrative regulations, departmental rules or these articles of association.

　　Article 42 The location of the company's shareholders meeting shall be specified in the notice of the meeting.

　　Article 43 When the company convenes a general meeting of shareholders, the company hires a lawyer to issue legal opinions on the following issues and publicize them:

　　Report:

　　(1) Whether the convening and convening procedures of the meeting are in compliance with laws, administrative regulations, and this charter;

　　(2) Whether the qualifications of the persons attending the meeting and the qualifications of the convener are legal and valid;

　　(3) Whether the voting procedures and voting results of the meeting are legal and valid;

　　(4) Legal opinions issued on other relevant issues at the request of the company.

　　Section 3 Convening of the General Meeting of Shareholders

　　Article 44 The board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting of shareholders, and it shall

　　Proposed to the board of directors. The board of directors shall, in accordance with laws, administrative regulations and the

　　Within 10 days after that, a written feedback on agreeing or disagreeing to convene an extraordinary general meeting of shareholders shall be submitted.

　　If the board of directors agrees to convene an extraordinary general meeting, the meeting will be issued within 5 days after the resolution of the board of directors is made.

　　The notice of the general meeting of shareholders and the changes to the original proposal in the notice shall be approved by the board of supervisors.

　　The board of directors did not agree to convene an extraordinary general meeting, or did not give feedback within 10 days after receiving the proposal

　　If the board of directors is deemed unable to perform or fails to perform its duty of convening the shareholders’ meeting, the board of supervisors may convene

　　Set and host.

　　Article 45 Shareholders who individually or collectively hold more than 10% of the company’s shares have the right to request the board of directors

　　To convene an extraordinary general meeting of shareholders, it shall be submitted to the board of directors in writing. The board of directors shall

　　According to the provisions of political regulations and this Articles of Association, within 10 days after receiving the request, it is proposed to approve or disagree to convene a temporary shareholder meeting.

　　Written feedback from the conference.

　　If the board of directors agrees to convene an extraordinary general meeting, it shall issue a call within 5 days after the resolution of the board of directors is made.

　　The notice of the general meeting of shareholders and the changes to the original request in the notice shall be subject to the approval of the relevant shareholders.

　　The board of directors did not agree to convene an extraordinary general meeting, or did not give feedback within 10 days after receiving the request

　　, Shareholders who individually or collectively hold more than 10% of the company’s shares have the right to propose to the board of supervisors to convene a temporary shareholder meeting

　　The meeting shall also submit a request to the board of supervisors in written form.

　　If the board of supervisors agrees to convene an extraordinary general meeting, it shall issue a general meeting of shareholders within 5 days of receiving the request.

　　Notice, the changes to the original proposal in the notice shall be approved by the relevant shareholders.

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　　If the board of supervisors fails to issue a notice of the shareholders meeting within the prescribed time limit, it shall be deemed that the board of supervisors does not convene and preside over shareholders

　　Assembly, 90 consecutive

　　Shareholders who individually or collectively hold more than 10% of the company’s shares can convene and

　　Host.

　　Article 46 If the board of supervisors or shareholders decide to convene a shareholders' meeting on their own, they must notify the board of directors in writing.

　　Before the announcement of the resolutions of the general meeting of shareholders, the convening shareholders shall hold no less than 10% of the shares.

　　Article 47 For the board of supervisors or the general meeting of shareholders convened by shareholders, the board of directors and the board secretary

　　Will cooperate. The board of directors shall provide the register of shareholders on the date of equity registration.

　　Article 48 The board of supervisors or the shareholders’ meeting convened by the shareholders themselves, the expenses necessary for the meeting shall be paid by the company.

　　Secretary assumes.

　　Section 4 Proposals and Notices of the General Meeting of Shareholders

　　Article 49 The content of the proposal shall fall within the scope of the powers of the shareholders’ meeting, with clear topics and specific decisions.

　　It also complies with the relevant provisions of laws, administrative regulations and this Articles of Association.

　　Article 50 The company convenes a general meeting of shareholders, the board of directors, the board of supervisors, and the sole or combined holding of the company

　　Shareholders with more than 3% of the shares have the right to make proposals to the company.

　　Shareholders who individually or collectively hold more than 3% of the company’s shares may hold 10 days before the general meeting of shareholders

　　Make a provisional proposal and submit it to the convener in writing. The convener shall issue a supplement to the general meeting of shareholders within 2 days after receiving the proposal.

　　Fill the notice and announce the content of the temporary proposal.

　　Except for the circumstances specified in the preceding paragraph, the convener may not modify the shareholders’ meeting after issuing the notice of the shareholders’ meeting.

　　Will notify the already listed proposals or add new proposals.

　　Proposals that are not listed in the notice of the general meeting of shareholders or that do not comply with the provisions of Article 49 of these Articles of Association shall not be

　　Must vote and make a resolution.

　　Article 51 The convener will notify each shareholder by way of announcement 20 days before the annual general meeting is held.

　　East, the extraordinary general meeting of shareholders will be notified to all shareholders by way of announcement 15 days before the meeting is held.

　　Article 52 The notice of the general meeting of shareholders shall include the following contents:

　　(1) The time, place and duration of the meeting;

　　(2) Matters and proposals submitted to the meeting for deliberation;

　　(3) Explain in clear text: all shareholders have the right to attend the general meeting of shareholders, and may entrust in writing on behalf of

　　The manager attends the meeting and participates in the voting, and the shareholder’s proxy does not have to be a shareholder of the company;

　　(4) The equity registration date of the shareholders entitled to attend the general meeting;

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　　(5) The name and phone number of the permanent contact person for conference affairs.

　　Article 53 If the general meeting of shareholders intends to discuss the election of directors and supervisors, the notice of the general meeting shall contain

　　Disclosure of detailed information about candidates for directors and supervisors, including at least the following:

　　(1) Personal information such as education background, work experience, part-time job, etc.;

　　(2) Whether there is an associated relationship with the company or the company's controlling shareholder and actual controller;

　　(3) Disclosure of the number of shares held by the company;

　　(4) Whether it has been punished by the China Securities Regulatory Commission and other relevant departments.

　　Except for the election of directors and supervisors using the cumulative voting system, each candidate for directors and supervisors shall propose a single item

　　The case is presented.

　　Article 54 After the notice of the general meeting of shareholders is issued, the general meeting of shareholders shall not be postponed or

　　The proposal specified in the notice of the general meeting of shareholders shall not be cancelled. In case of postponement or cancellation, convene

　　The person shall make an announcement and explain the reasons at least 2 working days before the originally scheduled convening date.

　　Section Section 5 Convening of the General Meeting of Shareholders

　　Article 55 The board of directors of the company and other conveners will take necessary measures to ensure the

　　Normal order. Measures will be taken for acts that interfere with shareholders’ meetings, provoke troubles, and infringe on the legitimate rights and interests of shareholders.

　　Impose to stop and promptly report to relevant departments for investigation and punishment.

　　Article 56 All shareholders or their proxies registered on the equity registration date shall have the right to attend shareholders’

　　General Assembly. And exercise voting rights in accordance with relevant laws, regulations and this Articles of Association.

　　Shareholders may attend the general meeting of shareholders in person, or appoint an agent to attend and vote on their behalf.

　　Article 57 If individual shareholders attend the meeting in person, they shall show their ID card or other

　　A valid certificate or proof of his identity; if he entrusts another person to attend the meeting, he should show his valid ID

　　A letter of authorization from shareholders.

　　Legal person shareholders shall be attended by the legal representative or an agent entrusted by the legal representative. Legal representative

　　If a person attends the meeting, he shall show his ID card and a valid certificate that can prove his/her qualification as a legal representative;

　　If an agent is entrusted to attend the meeting, the agent should show his ID card and the legal representative of the legal person shareholder unit

　　A written power of attorney issued in accordance with the law.

　　Article 58 The power of attorney issued by shareholders to entrust others to attend the general meeting of shareholders shall specify the following

　　content:

　　(1) The name of the agent;

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　　(2) Whether it has the right to vote;

　　(3) Instructions to vote for, against or abstain from voting for each item included in the agenda of the general meeting of shareholders

　　Show

　　(4) The issuance date and validity period of the entrusted bookmark;

　　(5) Signature (or seal) of the client. If the principal is a legal person shareholder, the seal of the legal person entity shall be affixed.

　　The power of attorney should state whether the shareholder’s proxies can follow their own wishes if the shareholders do not give specific instructions.

　　Think about voting.

　　Article 59 The company is responsible for the preparation of the meeting register of persons attending the meeting. Registered in the conference register

　　The name of the participants (or the name of the unit), ID number, address of residence, holder or representative have a table

　　Matters such as the amount of shares to make decisions, the name of the principal (or the name of the unit), etc.

　　Article 60 When the general meeting of shareholders is held, all directors, supervisors and board secretary of the company shall attend

　　At the meeting, the general manager and other senior management personnel shall attend the meeting as nonvoting delegates.

　　Article 61 The general meeting of shareholders shall be presided over by the chairman of the board. The chairman is unable to perform his duties or fails to perform his duties

　　At that time, it shall be chaired by a director jointly elected by more than half of the directors.

　　The general meeting of shareholders convened by the board of supervisors is presided over by the chairman of the board of supervisors. The chairman of the board of supervisors cannot perform his duties

　　Or when they fail to perform their duties, they shall be presided over by a supervisor jointly elected by more than half of the supervisors.

　　A general meeting of shareholders convened by shareholders shall be presided over by a representative elected by the convener.

　　When the general meeting of shareholders is convened, if the chairman of the meeting violates the rules of procedure and prevents the general meeting of shareholders from proceeding, the

　　Shareholders with more than half of the voting rights at the general meeting of shareholders agree, and the general meeting of shareholders may nominate one person to be the chairman of the meeting

　　Holder, continue the meeting.

　　Article 62 The company shall formulate the rules of procedures for the general meeting of shareholders, specifying in detail the convening and voting of the general meeting of shareholders

　　Procedures, including notification, registration, review of proposals, voting, counting of votes, announcement of voting results, meeting resolutions

　　The formation, meeting minutes and their signatures, announcements, etc., as well as the principle of authorization of the general meeting of shareholders to the board of directors,

　　The authorized content should be clear and specific. The rules of procedure of the general meeting of shareholders shall be included as an annex to the articles of association and shall be drafted by the board of directors.

　　Approved by the East Conference.

　　Article 63 At the annual general meeting of shareholders, the board of directors and the board of supervisors shall review their work in the past year.

　　Report to the general meeting of shareholders.

　　Article 64 Directors, supervisors, and senior managers in the general meeting of shareholders on the inquiries and suggestions of shareholders

　　Explain and explain.

　　Article 65 The general meeting of shareholders shall have meeting minutes, which shall be the responsibility of the secretary of the board of directors. The minutes of the meeting are recorded with

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　　The following content:

　　(1) Meeting time, place, agenda and name of the convener;

　　(2) The chairperson of the meeting and the directors, supervisors, secretary of the board of directors, general manager and

　　Names of other senior management personnel;

　　(3) The number of shareholders and proxies present at the meeting, the total number of voting shares held by them, and their share of the company’s shares

　　Proportion of total

　　(4) The review process, key points of speech and voting results of each proposal;

　　(5) Shareholders’ inquiries or suggestions and corresponding answers or explanations;

　　(6) The names of the lawyer, the teller and the scrutineer;

　　(7) Other content that should be included in the meeting minutes as stipulated in this charter.

　　Article 66 The convener shall ensure that the contents of the meeting minutes are true, accurate and complete. Attending the meeting

　　The directors, supervisors, secretary of the board of directors, convener or their representatives, and the chairperson of the meeting shall sign the meeting minutes

　　name. The minutes of the meeting should be combined with the signature book of the shareholders present on site, the power of attorney, the Internet and other parties.

　　The effective data of the voting situation shall be kept together, and the retention period shall not be less than 10 years.

　　Article 67 The convener shall ensure that the general meeting of shareholders is held continuously until the final resolution is reached. Because it does not

　　If the shareholders’ meeting is suspended or unable to make a resolution due to special reasons such as force of resistance, necessary measures shall be taken to resume as soon as possible.

　　Re-convene the general meeting of shareholders or directly terminate the general meeting of shareholders, and make a timely announcement.

　　Section 6 Voting and Resolutions of the General Meeting of Shareholders

　　Article 68 The resolutions of the general meeting of shareholders are divided into ordinary resolutions and special resolutions.

　　Ordinary resolutions made by the general meeting of shareholders shall be made by the shareholders (including shareholders’ proxies) attending the general meeting.

　　Passed with more than 1/2 of the voting rights.

　　Special resolutions made by the general meeting of shareholders shall be made by the shareholders (including shareholders’ proxies) attending the general meeting.

　　Passed by holding more than 2/3 of the voting rights.

　　Article 69 The following matters shall be passed by ordinary resolutions of the general meeting of shareholders:

　　(1) The work report of the board of directors and the board of supervisors;

　　(2) The profit distribution plan and loss recovery plan drawn up by the board of directors;

　　(3) The appointment and removal of members of the board of directors and the board of supervisors, as well as their remuneration and payment methods;

　　(4) The company's annual budget plan and final account plan;

　　(5) The company's annual report;

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　　(6) Other than the provisions of laws, administrative regulations or the provisions of this Articles of Association that should be passed by special resolutions

　　matter.

　　Article 70 The following matters shall be passed by a special resolution of the general meeting of shareholders:

　　(1) The company increases or decreases its registered capital;

　　(2) Division, merger, dissolution and liquidation of the company;

　　(3) Amendments to this Articles of Association;

　　(4) The company purchased or sold major assets or the amount of guarantee within one year exceeds the company’s most recent audit

　　30% of total assets;

　　(5) Equity incentive plan;

　　(6) Issuing corporate bonds;

　　(7) As required by laws, administrative regulations, or the Articles of Association, as well as the general resolution of the general meeting of shareholders

　　Other matters that have a major impact on the company and need to be passed by special resolutions.

　　Article 71. Shareholders (including shareholders’ proxies) shall act according to the amount of voting shares represented by them.

　　So that voting rights, each share has one vote.

　　The company’s shares held by the company do not have the right to vote, and this part of the shares is not included in the list of shareholders attending the general meeting

　　The total number of voting shares.

　　Article 72 When the general meeting of shareholders deliberates on related-party transactions, related shareholders shall not participate in voting

　　For voting, the number of voting shares it represents will not be counted in the total number of valid votes; the announcement of the resolutions of the general meeting of shareholders

　　The voting status of non-associated shareholders should be fully disclosed. Related matters include:

　　(1) Transactions with related parties;

　　(2) Providing guarantees for related parties;

　　(3) Major investment in or acceptance of major investment from related parties;

　　(4) Other related matters recognized by laws and regulations.

　　The general meeting of shareholders shall formulate a decision-making management system for related-party transactions, a decision-making management system for external guarantees, and major investment

　　Capital decision-making management system.

　　Article 73 Except for special circumstances such as the company’s crisis, unless approved by a special resolution of the general meeting of shareholders

　　Quasi, the company will not enter into an agreement with anyone other than directors, general managers and other senior

　　The management of important business is handed over to the person responsible for the contract.

　　Article 74 The list of candidates for directors and supervisors shall be submitted to the general meeting of shareholders for voting by means of proposals.

　　When the general meeting of shareholders votes on the election of directors and supervisors, in accordance with the provisions of this Articles of Association or the general meeting of shareholders

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　　Resolutions can be subject to a cumulative voting system.

　　The “cumulative voting system” mentioned in the preceding paragraph means that when the general meeting of shareholders elects directors or supervisors, each share has and should

　　If the voting rights of the same number of directors or supervisors are elected, the voting rights owned by shareholders can be used collectively. The board of directors should

　　The resumes and basic information of candidate directors and supervisors shall be announced to shareholders.

　　Article 75 Except for the cumulative voting system, the general meeting of shareholders will vote on all proposals one by one,

　　If there are different proposals for a matter, the voting will be conducted in the order in which the proposals were put forward. Except for special reasons such as force majeure

　　The general meeting of shareholders will not shelve or refuse the proposal except for the suspension of the general meeting of shareholders or the inability to make resolutions due to reasons.

　　To vote.

　　(No text below)

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　　(There is no text on this page, it is the signature and seal page of Henan Shenma Warwick Plastics Co., Ltd.)

　　All directors:

　　year month day