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　　Henan Shenma Warwick Plastic Co., Ltd.

　　Rules of Procedure of the Board of Directors

　　Chapter 1 General Provisions

　　Article 1 In order to further regulate the parties to the board of directors of Henan Shenma Huawei Plastic Co., Ltd.

　　Style and decision-making procedures, promote the effective performance of duties by directors and the board of directors, and improve the standardized operation and scientific management of the board of directors.

　　The level of decision-making, in accordance with the "Company Law of the People’s Republic of China" and the relevant provisions of the company’s articles of association, formulate these regulations

　　then.

　　Article 2 These rules are one of the annexes of the company's articles of association, which are drafted by the board of directors and approved by the general meeting of shareholders.

　　Article 3 The board of directors of the company is the executive body and business decision-making body of the shareholders’ meeting, and is responsible for the shareholders’ meeting.

　　Responsibility, safeguard the interests of the company and all shareholders, and be responsible for the company’s major decisions during the period of the shareholders’ meeting.

　　Article 4 These rules apply to the directors, secretary of the board of directors, supervisors attending board meetings as non-voting delegates, and other

　　His senior management and other related personnel have the same binding force.

　　Article 5 If there is a conflict between these rules and the company's articles of association, it shall be implemented in accordance with the company's articles of association.

　　Chapter II Composition and Powers of the Board of Directors

　　Article 6 The composition of the company's board of directors shall be stipulated in the "Articles of Association". The board of directors has a chairman.

　　Article 7 The chairman of the board shall be a director of the company, who shall be elected and dismissed by more than half of all directors.

　　Exempt.

　　Article 8 The board of directors shall exercise the following powers in accordance with the law:

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

　　(2) Implementing the resolutions of the general meeting of shareholders;

　　(3) Organizing the formulation of the company's strategic goals and deciding on the company's business plans and investment plans;

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

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

　　(6) Formulating plans for the company to increase or decrease its registered capital, issue bonds or other securities, and go public

　　(7) Drafting of major company acquisitions, acquisitions of the company’s stocks, or mergers, divisions, dissolutions and changes in the company’s

　　Divisional plan;

　　(8) Within the scope authorized by the general meeting of shareholders, decide on the company’s foreign investment, purchase and sale of assets, and assets

　　Mortgage, external guarantees, entrusted financial management, related transactions, etc.;

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

　　(10) Appoint or dismiss the company’s general manager and secretary of the board of directors; according to the nomination of the general manager, appoint or

　　Dismissal of the company’s deputy general manager, financial officer and other senior management personnel, and determine their remuneration and rewards and punishments

　　item;

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

　　(12) Formulate a revision plan for this charter;

　　(13) Responsible for the management of company information disclosure;

　　(14) Proposing to the general meeting of shareholders to hire or replace an accounting firm for the company's audit;

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

　　(16) Discuss and evaluate whether the corporate governance mechanism provides appropriate protection and equality for all shareholders

　　Rights and whether the corporate governance structure is reasonable and effective;

　　(17) Formulate performance appraisal targets and methods for the company’s senior management personnel, and be responsible for

　　Annual professional assessment of personnel;

　　(18) Other functions and powers granted by laws, administrative regulations, departmental rules or these articles of association.

　　Article 9 The board meeting shall be presided over by the chairman of the company. The chairman is unable to perform his duties due to special reasons.

　　When in power, or when the chairman of the board is unable to perform his duties or fails to perform his duties, one director shall be elected by more than half of the directors

　　Perform duties.

　　Article 10 According to the relevant provisions of the company's articles of association, the chairman of the board mainly exercises the following powers:

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

　　(2) Supervise and inspect the implementation of the resolutions of the board of directors;

　　(3) Other powers granted by the board of directors.

　　Chapter III Board Meeting Proposal

　　Article 11 The resolutions of the board meeting shall comply with the provisions of national laws and regulations, and shall not surpass the national laws and regulations.

　　The terms of reference stipulated by domestic laws, regulations and the company’s articles of association.

　　Article 12 The members of the board of directors, the board of supervisors and the general manager have the right to propose proposals for the board meeting, and the directors shall

　　The chairman or a director authorized by the chairman determines whether to be included in the meeting agenda.

　　Article 13 In the regular meeting held in the first half of each year, the following proposals must be included on the agenda:

　　(1) Review the annual report of the board of directors;

　　(2) Review the report of the general manager of the company on the completion of the business plan for this year and the plan for the previous year;

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　　(3) Review the company’s general manager’s plan for the company’s annual financial budget and final accounts, after-tax profits and profit distribution

　　Or plan to make up for losses;

　　(4) Discuss related matters concerning the convening of the annual general meeting of shareholders.

　　Article 14 When the board of directors convenes a meeting, each director has the right to put forward ad hoc discussions on specific issues.

　　case.

　　Chapter IV Convening of the Board of Directors

　　Article 15 When a board meeting is held, the chairman of the board shall notify the secretary of the board of directors 5 days before the meeting

　　The secretary of the board of directors prepares meeting materials in accordance with the instructions of the chairman of the board, and sends them to the chairman for review in a timely manner.

　　Article 16 Ten days before the convening of the board meeting, the secretary of the board of directors shall notify all members in writing.

　　After receiving the notice of the meeting, each director shall sign the notice of service of the meeting for the record.

　　Article 17 In case of special circumstances, the notice of the meeting can be made verbally or by telephone, but it must be

　　Record the specific time and place of the notification.

　　Article 18 The notice of board meeting shall include the following contents:

　　(1) Meeting time and place;

　　(2) The duration of the meeting;

　　(3) Matters and topics;

　　(4) The date when the notice is issued.

　　Article 19 The board of directors meeting shall be held at least twice a year. In case of emergency, there are the following situations:

　　First, the chairman of the board shall convene an extraordinary board meeting within 5 days:

　　(1) Proposals of shareholders representing more than one-tenth of the voting rights;

　　(2) The joint proposal of more than one third of the directors;

　　(3) When the chairman deems it necessary;

　　(4) Proposed by the board of supervisors;

　　(5) Proposal of the general manager;

　　(6) When other emergencies occur.

　　Article 20 The method of notice of the temporary board meeting is: written form, and telephone notification can be made when necessary.

　　Chapter V Convening of the Board of Directors

　　Article 21 The board meeting shall be attended by the directors in person. If the directors are unable to attend for some reason, they may

　　Entrust other directors in writing to attend on their behalf. The power of attorney should state the name of the agent, the agency matters, and the scope of authorization.

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　　It is valid only after the entrusting party’s signature or seal. The director attending the meeting on behalf of

　　Exercising the powers of directors within the scope of authorization. Where the director did not attend the board meeting, nor did he entrust other directors to attend,

　　It is deemed to have waived the right to vote at that meeting.

　　Article 22 The board meeting shall be held only when more than half of all directors are present.

　　Chapter VI Board Meetings and Voting Procedures

　　Article 23 The voting system of the resolutions of the board of directors shall be based on one director, one vote.

　　Article 24 When the board of directors convenes a meeting, the chairman or the chairperson of the meeting

　　And preside over the meeting according to the agenda of the meeting. The chairman or the chairperson of the meeting has the right to decide the time of the discussion of each topic

　　During the period, whether to stop the discussion, whether to proceed to the next topic, etc. The chairman of the board or the host of the meeting should carefully preside over the meeting

　　Deliberations, fully listen to the opinions of the directors, control the process of the meeting, save time, and improve the efficiency and decision-making of the meeting.

　　The scientific nature of the policy.

　　Article 25 The board of directors may convene other personnel related to the agenda of the meeting to attend the meeting according to the agenda of the meeting.

　　Will introduce the relevant situation or listen to relevant opinions. Non-members of the board of directors who attended the meeting as non-voting delegates do not intervene in

　　May influence the meeting process, meeting voting and resolutions.

　　Article 26 In principle, the board of directors meetings shall not consider topics or matters not listed in the notice of the meeting.

　　When new topics or matters need to be added under special circumstances, the approval of more than half of all directors shall be

　　Deliberation and resolution of additional conference topics or matters. When necessary, the chairman of the board or the meeting host can initiate

　　Use voting procedures to vote on whether to add new topics or matters.

　　Article 27 When the directors attending the board meeting deliberate and vote on related matters or proposals, they shall

　　With a serious and responsible attitude towards the company, fully expressing personal suggestions and opinions on the matters discussed, and

　　Voting takes responsibility.

　　Article 28 If the directors have an associated relationship with the enterprise involved in the resolutions of the board meeting, they shall not

　　Exercise voting rights on this resolution, and may not act on behalf of other directors to exercise voting rights. The board meeting consists of more than half

　　The meeting can be held when the number of unrelated directors attends.

　　Article 29 The resolutions of the board of directors shall be organized by the moderator and shall be voted by a show of hands. Each director shall

　　Enjoy one vote.

　　Article 30 The temporary meeting of the board of directors can be faxed on the premise of ensuring that the directors can fully express their opinions.

　　The way to proceed and vote, and signed by the participating directors.

　　Article 31 The resolution of the board of directors must be passed by a majority vote of all directors.

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　　effect. The board of directors’ resolutions on the company’s external guarantees must be reviewed by more than two-thirds of all directors.

　　The agreement agreed to pass. When the board of directors makes resolutions on related-party transactions, it must be approved by all unrelated directors.

　　Half of the pass is valid.

　　Article 32 The relevant resolutions of the board meeting shall be recorded in writing, and the relevant resolutions shall be recorded at the meeting.

　　The proposed director shall sign the written document of the resolution.

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

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

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

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

　　(4) State the content (or title) of the proposal that has been reviewed and voted on at the meeting;

　　(5) If there is a proposal that should be submitted to the company's shareholders meeting for deliberation, a single statement shall be made;

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

　　Article 34 The general manager is responsible for the organization and execution of the resolutions made by the board of directors, and the chairman of the board is responsible

　　Supervise and inspect the implementation. The general manager shall report to the board of directors on the implementation of the resolutions of the board of directors.

　　Article 35 If the board of directors decides to hire the general manager and other senior management personnel, the board of directors shall make a resolution

　　Take office immediately after passing or take office at a time separately determined by the resolution of the board of directors.

　　Chapter VII Decision-making Procedures for Major Events

　　Article 36 The candidates for the company’s general manager and board secretary shall be nominated by the company’s chairman and reported to the company’s directors.

　　The board will be appointed or dismissed. The company’s deputy general manager, financial officer and other senior management personnel of the company shall be determined by the company’s general manager

　　The manager is nominated and submitted to the company’s board of directors for appointment or dismissal. When the chairman nominates the general manager and the secretary of the board of directors,

　　And when the general manager nominates other senior management personnel such as deputy general managers and financial managers, they shall submit a proposal to the board of directors.

　　Submit the candidate's detailed information, including education background, work experience, and whether he has received the China Securities Regulatory Commission and its

　　Punishments from relevant departments and stock exchanges. The chairman proposed to exempt the general manager or the secretary of the board of directors

　　When the general manager proposes to remove the deputy general manager, financial manager and other senior management personnel from the post,

　　The reasons for removal should be submitted to the board of directors.

　　Article 37 Regarding the company’s planned overseas investment, purchase and sale of assets, asset mortgage, and external

　　Guarantees and entrusted financial management shall be reviewed by the board of directors or shareholders’ meeting in accordance with the company’s articles of association.

　　Relevant functional departments and project proponents conduct full research, prepare feasibility study reports or plans, and

　　After deliberation at the office meeting of the general manager of the company, it shall be reported to the board of directors for deliberation. When the company’s board of directors deems it necessary, it can hire

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　　Independent experts or intermediary agencies form a review team to evaluate and consult on the project, and according to the company’s development

　　Strategies and requirements for industrial restructuring will be reviewed and approved. If it needs to be submitted to the general meeting of shareholders for deliberation, the directors

　　After the meeting is passed, it will be submitted to the shareholders meeting for deliberation.

　　Chapter 8 Minutes of Board Meetings

　　Article 38 The board of directors meeting shall be recorded, and the directors present at the meeting shall have the right to request the

　　It made explanatory records of his speech at the meeting, and the board of directors will record it as a company file by the company’s board of directors.

　　Records of the board of directors’ meetings are kept as permanent documents.

　　Article 39 The minutes of the board meeting shall include the following contents:

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

　　(2) The names of the directors present at the meeting and the surnames of the directors (agents) entrusted to attend the board of directors

　　name;

　　(3) Meeting agenda;

　　(4) The main points of the director's speech;

　　(5) The voting method and result of each resolution (the voting result should indicate the approval, disapproval and abstention

　　Number of votes);

　　Article 40 The directors shall sign on the resolutions of the board of directors and assume responsibility for the resolutions of the board of directors. Board of Directors

　　If the resolution of the company violates national laws, regulations and the company’s articles of association, causing the company to suffer serious losses, those who participated in the resolution

　　The directors shall be liable for compensation to the company. However, if it is proved that the objection was expressed in the voting and recorded in the company’s records, the director

　　Things can be exempted from responsibility.

　　Article 41 After receiving the notice, the director neither fulfills the relevant formalities to the chairman of the board nor is justified.

　　Those who participate in the board meeting shall be jointly and severally liable for the decisions or resolutions of the board meeting.

　　Chapter 9 Supplementary Provisions

　　Article 42 The board of directors of the company is responsible for the interpretation of these rules.

　　Henan Shenma Warwick Plastic Co., Ltd.

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