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　　Henan Shenma Warwick Plastic Co., Ltd.

　　Rules of Procedure of the Board of Supervisors

　　Chapter 1 General General Provisions

　　Article 1 In order to further standardize the discussion methods and voting procedures of the company’s board of supervisors,

　　Will effectively perform supervision duties, improve the corporate governance structure of the company, according to the "Company Law of the People's Republic of China"

　　And the relevant provisions of the company's articles of association, formulate these rules.

　　Article 2 These rules are applicable to supervisors, the board of supervisors and the staff of the board of supervisors.

　　Article 3 The company has a board of supervisors. The board of supervisors is composed of five supervisors, with a chairman of the board of supervisors.

　　Article 4 The board of supervisors shall set up a contact person as the daily staff of the board of supervisors to perform duties. Board of Supervisors

　　An official seal shall be set up, which shall be kept by the contact person of the board of supervisors.

　　Chapter II Supervisors and their powers

　　Article 5 The supervisors shall be the representatives of shareholders and the employees of the company. The supervisor of the company’s employee representative shall not

　　Less than one-third of the number of supervisors.

　　Directors, general managers, other senior management personnel, and persons in charge of finance shall not concurrently serve as supervisors.

　　Article 6 The supervisors held by the shareholder representatives shall be elected or replaced by the general meeting of shareholders. The supervisors held by the employee representatives shall be subject to

　　Company employees are democratically elected or replaced. The term of office of supervisors is three years, and the resolutions of the

　　Calculated from the date of approval by the Workers’ Conference, and until the expiration of the term of the current Supervisory Committee. Re-elected after the expiry of the term of the supervisor

　　Can be re-elected.

　　Article 7 The board of supervisors shall be renewed every three years. When the board of supervisors expires, the supervisor is not re-elected in time or the supervisor is in the term of office

　　If the internal resignation causes the members of the board of supervisors to fall below the quorum, the original supervisor shall still comply with the

　　Perform supervisory duties in accordance with laws, administrative regulations, departmental rules and the articles of association.

　　Article 8 If a supervisor is unable to attend the meeting of the board of supervisors in person for the second consecutive time, it shall be deemed unable to perform his duties, and the shareholders shall

　　The assembly or the workers' congress shall be replaced.

　　Article 9 Supervisors enjoy the following rights:

　　(1) The right to know: Supervisors have the right to know the company’s decision-making and operating conditions, and the company’s major operating decisions should promptly inform

　　Supervisor's notice;

　　(2) Right of review: the right to inspect the company’s finances, account books and documents, and require directors and relevant personnel of the company to raise

　　Provide relevant information;

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　　(3) Right to attend: the right to attend meetings of the board of supervisors, shareholders' meetings, and non-voting attendance at the company's board of directors meetings;

　　(4) Supervision power: supervise the performance of the company's directors and senior management personnel in their relevant duties;

　　(5) Proposing to convene an interim meeting of the board of supervisors;

　　(6) Exercising other functions and powers in accordance with the company's "Articles of Association".

　　Article 10 Supervisors shall abide by laws, administrative regulations and the company’s articles of association, and perform honest and diligent

　　obligation.

　　Supervisors must not use their position and powers in the company to seek personal gain for themselves or others, and must not accept bribes or

　　He has illegal income and must not embezzle company property.

　　Supervisors shall not disclose company secrets except as required by law or approved by the general meeting of shareholders.

　　Article 11 Supervisors may hire lawyers, certified public accountants, practicing auditors, etc. when exercising their powers.

　　Personnel, the reasonable expenses incurred thereby shall be borne by the company.

　　Chapter III Discussions of the Board of Supervisors

　　Article 12 The board of supervisors shall exercise the following functions and powers:

　　(1) It shall review the company's periodic reports prepared by the board of directors and provide written review opinions;

　　(2) Check the company's finances;

　　(3) Supervise the performance of the company’s duties by directors and senior managers, and prevent violations of laws and behaviors.

　　Proposals for removal of directors and senior managers in accordance with political regulations, articles of association of the company, or resolutions of the general meeting of shareholders;

　　(4) When the actions of directors and senior management damage the company’s interests, the directors and senior management are required to

　　Personnel to correct;

　　(5) Proposing to convene an extraordinary general meeting of shareholders, when the board of directors fails to convene and preside over the provisions of the "Company Law"

　　Convene and preside over the general meeting of shareholders when the general meeting of shareholders is responsible;

　　(6) Submit proposals to the general meeting of shareholders;

　　(7) In accordance with the relevant provisions of the "Company Law", file a lawsuit against directors and senior managers;

　　(8) An investigation can be conducted if the company's operating conditions are found to be abnormal; when necessary, an accountant office can be hired

　　Professional institutions such as law firms, law firms, etc. assist in their work, and the company shall bear the costs.

　　(9) Other functions and powers granted by the company's articles of association or the general meeting of shareholders

　　Article 13 The board of supervisors shall be issued a non-standard audit by a certified public accountant on the board’s financial report on the company.

　　The opinions are expressed in the special explanations of the matters involved in the opinions, and the resolutions are formed.

　　Article 14 In the following circumstances, the company should convene but fails to convene an extraordinary general meeting of shareholders within the time limit:

　　The board of supervisors may resolve to request the board of directors to convene an extraordinary general meeting of shareholders:

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　　(1) When the number of directors is less than a quorum or two-thirds of the number specified in the "Articles of Association" of the company;

　　(2) When the company's accumulated losses to be made up reach one-third of the total share capital;

　　Article 15 When the board of supervisors deems it necessary, it may issue opinions on the proposals deliberated by the general meeting of shareholders and make recommendations.

　　Submit an independent report.

　　Chapter IV Types of Supervisory Board Meetings

　　Article 16 The board of supervisors shall convene at least two meetings a year. The meetings of the board of supervisors are divided into regular meetings and temporary meetings

　　Discussion.

　　(1) Regular meetings of the board of supervisors shall be held every six months.

　　(2) In any of the following situations, the board of supervisors shall convene an extraordinary meeting within ten days:

　　1. When the supervisor proposes to convene;

　　2. The general meeting of shareholders and the board of directors passed various regulations that violated laws, regulations, rules, and regulatory authorities

　　And requirements, the company’s articles of association, resolutions of the company’s general meeting of shareholders and other relevant regulations;

　　3. The misconduct of directors and senior managers may cause significant damage to the company or cause in the market

　　When badly affected;

　　4. When the company, directors, supervisors, and senior executives are sued by shareholders;

　　5. The company, directors, supervisors, and senior managers are punished by the securities regulatory authority or by the stock exchange

　　When publicly condemning;

　　6. When required by the securities regulatory authority to convene;

　　7. Other circumstances stipulated in the company's articles of association.

　　Article 17 Proposals for regular meetings

　　Before issuing a notice to convene a regular meeting of the board of supervisors, the chairman of the board of supervisors shall solicit meetings from all the supervisors.

　　Proposal, and at the same time solicit opinions from relevant employee representatives of the company. When soliciting proposals and comments, it should be stated

　　The Board of Supervisors focuses on the supervision of the company’s standardized operations and the conduct of directors and senior managers rather than on the company’s business management.

　　Rational decision-making.

　　Article 18 Proposal Procedures for Extraordinary Meetings

　　Where a supervisor proposes to convene an interim meeting of the board of supervisors, it shall contact the supervisor of the board of supervisors or directly report to the chairman of the board of supervisors.

　　Xi submitted a written proposal signed by the proposed supervisor. The following items should be stated in the written proposal:

　　(1) The name of the proposed supervisor;

　　(2) The reason for the proposal or the objective reason on which the proposal is based;

　　(3) Proposing the time or time limit, place and method of the meeting;

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　　(4) Clear and specific proposals;

　　(5) The contact information of the proposed supervisor and the proposed date, etc.

　　Within three days after the contact person of the board of supervisors or the chairman of the board of supervisors receives the supervisor’s written proposal, the board of supervisors shall issue a

　　Notice of convening an ad hoc meeting.

　　Chapter V Convening and Discussion Procedures of the Board of Supervisors

　　Article 19 Meetings of the board of supervisors shall be convened and presided over by the chairman of the board of supervisors; the chairman of the board of supervisors cannot perform his duties or

　　If the person fails to perform his duties, more than half of the supervisors shall jointly elect a supervisor to convene and preside over the meeting.

　　Article 20 When holding regular and extraordinary meetings of the board of supervisors, the contact person of the board of supervisors shall be 10 days in advance.

　　And on the 5th, the written meeting notice issued by the chairman of the board of supervisors and stamped with the seal of the board of supervisors shall be sent directly, fax, and

　　Submit to all supervisors by email or other methods. If it is not delivered directly, it should be confirmed by telephone

　　And make corresponding records.

　　If the situation is urgent and it is necessary to convene an interim meeting of the board of supervisors as soon as possible, it can be verbally or by telephone at any time.

　　Notice of the meeting shall be issued in the form of a meeting, but the convener shall make an explanation at the meeting.

　　Article 21 The written notice of the meeting shall include at least the following contents:

　　(1) The time and place of the meeting;

　　(2) Matters to be considered (meeting proposals);

　　(3) The convener and chairperson of the meeting, the proposer of the ad hoc meeting and their written proposal;

　　(4) Meeting materials necessary for supervisors to vote;

　　(5) Contact person and contact information;

　　(6) The date when the notice is issued.

　　The notice of the oral meeting should at least include the contents of items (1) and (2) above, and the urgent need to be as soon as possible

　　Instructions for convening an extraordinary meeting of the board of supervisors.

　　Article 22 The meeting of the board of supervisors shall be held on the spot as the principle. When necessary, ensure that the supervisors fully express their opinions

　　On the premise of meeting, with the consent of the convener (host) and proposer, it can also be video, telephone, fax or

　　E-mail voting and other methods are held.

　　When voting by correspondence, supervisors shall submit their written opinions and voting intentions on the matters under consideration after signing and confirming

　　Fax to the contact person of the board of supervisors.

　　Article 23 The meeting of the board of supervisors shall be held only when more than half of the supervisors are present.

　　Article 24. Supervisors who are unable to attend the meeting for some reason shall review the meeting materials in advance to form a clear

　　Opinions, and entrust other supervisors in writing to attend on their behalf. The power of attorney should state:

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　　(1) The name and ID number of the client and the trustee;

　　(2) The reason why the client cannot attend the meeting;

　　(3) The client's brief comments on each proposal;

　　(4) The scope of authorization of the client and instructions on the intention to vote on the proposal;

　　(5) Signature and date of the client and the trustee.

　　The power of attorney can be prepared by the contact person in a uniform format and delivered to the supervisors along with the notice.

　　The entrusted supervisor shall submit a written power of attorney to the chairperson of the meeting. If other supervisors are entrusted to attend the meeting for some reason,

　　The supervisor is deemed to have attended the meeting. The supervisor attending the meeting on behalf of the supervisor shall exercise the supervisor's authority within the scope of authorization.

　　If a supervisor fails to attend a meeting of the supervisors and has not entrusted a representative to attend the meeting, he shall be deemed to have given up attending the meeting.

　　Right to vote on.

　　Article 25 Restrictions on delegated attendance

　　The following principles shall be followed when entrusted and entrusted to attend the meeting of the board of supervisors:

　　(1) When reviewing related-party transactions, supervisors shall not entrust a company related to the company involved in the meeting proposal

　　Related supervisors attended the meeting; supervisors related to the enterprise involved in the meeting proposal shall not accept other supervisors.

　　Commission

　　(2) Supervisors shall not have full authority to delegate without clarifying their personal opinions and voting intentions on the proposal.

　　If other supervisors are entrusted to attend on their behalf, the relevant supervisors shall not accept discretionary entrustment or entrustment with unclear authorization;

　　(3) A supervisor shall not accept the entrustment of more than two supervisors, nor shall a supervisor accept the entrustment of two supervisors.

　　Supervisors entrusted by other supervisors attended the meeting on their behalf.

　　Article 26 Conference review procedures

　　Each issue discussed by the board of supervisors shall be issued by the sponsor or a supervisor designated by the chairman of the board of supervisors as the theme center.

　　Words. It is necessary to explain the main content of this topic, the causes and consequences, and the leading opinions of the proposal. Responding to important proposals

　　Organize relevant personnel to conduct investigation and verification, and write a written investigation report to facilitate the deliberation of all supervisors.

　　The chairperson of the meeting shall request the directors, senior managers, other employees of the company or

　　The business personnel of relevant intermediary agencies attended the meeting to accept inquiries.

　　The chairperson of the meeting shall ask the participating supervisors to express clear opinions on each proposal one by one.

　　Except for the unanimous consent of all the supervisors participating in the meeting, the meeting of the board of supervisors shall not

　　The proposal is voted on.

　　Article 27: Supervisors should avoid the statement at the meeting because they have an associated relationship with the enterprise involved in the meeting proposal.

　　Decided.

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　　Chapter VI Resolutions and Records of the Board of Supervisors

　　Article 28 The voting at the meeting of the board of supervisors shall be one person, one vote, and shall be conducted by registered and written voting.

　　The voting intentions of supervisors are divided into approval, opposition and abstention. The supervisors attending the meeting should choose one of the above intentions,

　　If no choice is made or two or more intentions are selected at the same time, the meeting moderator shall request the supervisor to re-select and refuse

　　Those who do not choose will be deemed to have waived; those who leave the meeting place halfway through without returning without making a choice shall be deemed to have waived.

　　Article 29 The Board of Supervisors shall make a written decision on each proposal included in the agenda. Board of Supervisors

　　The formation of a resolution requires the approval of more than half of all supervisors.

　　Article 30 The secretary of the board of supervisors shall make decisions based on the matters discussed at the meeting of the board of supervisors and the statistical voting results.

　　If you make a written resolution. The resolution should include the following:

　　(1) The number of sessions, the time, place, and method of convening, and whether they are in compliance with relevant laws and administrative laws

　　Description of regulations, departmental rules, other regulatory documents and company articles of association;

　　(2) The number of supervisors who entrust others to attend and absent, their names, reasons for absent, and names of entrusted supervisors;

　　(3) The number of votes for approval, opposition and abstention obtained for each proposal, as well as the opposition or abstention of relevant supervisors

　　Reason

　　(4) In the case of related party transactions, state the names, reasons and circumstances of the supervisors who should withdraw from voting;

　　(5) The specific content of the items to be considered and the decisions made at the meeting.

　　The supervisors attending the meeting shall sign the written resolution.

　　Article 31 The meeting of the board of supervisors shall be recorded.

　　The meeting of the board of supervisors shall be recorded by the contact person of the board of supervisors or other designated staff.

　　The supervisors attending the meeting shall sign and confirm the meeting minutes. Supervisors’ opinions and comments on the matters discussed

　　It should be accurately recorded in the meeting minutes. Supervisors have the right to request that their speeches at the meeting be written in the minutes of the meeting.

　　Make some kind of descriptive record.

　　Article 32 The files of the meeting of the board of supervisors, including meeting notices and meeting materials,

　　The power of attorney, voting votes, meeting minutes, resolutions, and announcements of resolutions signed and confirmed by the

　　After the contacts of the board are sorted, they shall be kept by the secretary of the company's board of directors, and the retention period shall not be less than ten years.

　　Article 33 Regarding matters concerning the announcement of the resolutions of the board of supervisors, the secretary of the board of directors shall transfer the shares of small and medium-sized enterprises nationwide.

　　The relevant regulations of the System Co., Ltd. shall be handled.

　　Article 34 Supervisors shall urge relevant personnel to implement the resolutions of the board of supervisors. The chairman of the board of supervisors

　　At the meeting of the Board of Supervisors, the implementation of the resolutions that have been formed is notified.

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　　Chapter VII Supplementary Provisions

　　Article 35 The terms "above" and "inside" in these rules include the number.

　　Article 36 Matters not covered in these rules shall be implemented in accordance with the relevant provisions of the "Rules of Procedure of the Board of Directors" of the company.

　　Article 37 As an annex to the company’s articles of association, these rules are drafted by the board of supervisors, approved by the general meeting of shareholders, and

　　The adoption of the general meeting of shareholders takes effect, and the amendment is also the same.

　　Article 38 The board of supervisors of the company is responsible for the interpretation of these rules.

　　Henan Shenma Warwick Plastic Co., Ltd.

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