Board Meetings

1.Convening and Notice

The Board of Directors shall hold at least four regular meetings every year, including one annual performance meeting, one semi-annual performance meeting and two quarterly performance meetings.

A board meeting may be held in the form of on-site meeting, video-teleconference, or written communications.

To convene a board meeting, all directors shall be notified 10 days in advance of the meeting to allow time for preparation.

The chairman/chairwoman shall sign and issue a notice of convening an extraordinary board meeting within 10 days according to a proposal from the following personnel:

1)The chairman/chairwoman;

2)More than one third of the directors;

3)More than half of the independent directors;

4)The board of supervisors;

5)Shareholders representing more than 10% of the total voting shares of the Company;

6)The President;

In case of emergency when it is necessary to convene an extraordinary board meeting as soon as possible, notice may be sent by telephone or orally at any time, but the convener shall make an explanation at the meeting and record it in the minutes.

2.Determination of proposal

The Secretary of the Board of Directors is responsible for collecting drafts of matters to be discussed at the meeting. After sorting out relevant materials and listing the time, place, and agenda of the board meeting, the Secretary shall submit to the chairman/chairwoman.

3.Pre-meeting communication

All important information and data that can deepen the board’s understanding of the Company’s business shall be distributed to the directors in advance of the meeting.

When more than one quarter of the directors or more than two external directors consider that the information is insufficient or the argument is unclear, they can jointly propose to postpone the meeting or postpone the discussion of certain items, and the Board of Directors shall adopt the proposal.

4.Attendance

Meetings of the Board of Directors shall be held only when more than half of the directors are present.

Directors shall attend the meetings of the Board of Directors in person. When a director is unable to attend a meeting for any reason, he or she may by a written power of attorney appoint another director to attend the meeting on his or her behalf.

5.Voting

A director who attends a meeting on behalf of another director shall exercise their rights within the scope of authorization. The director who does not attend a meeting of the Board of Directors and does not entrust others to attend the meeting shall be deemed to have waived the voting right at the meeting.

The Board of Directors may vote by show of hands or ballot. Each director has one vote. When the negative and affirmative votes are equal, the chairman/chairwoman shall have an additional vote. Board resolutions must be approved by more than half of the directors, except the following that require approval by more than two-thirds of directors:

1)to formulate proposals for the debt and financial policies of the Company, the increase or reduction of the Company’s registered capital, the issuance of any kind of securities (including but not limited to corporate bonds), and for listing and repurchase of the Company’s shares

2)to draft plans for significant acquisition or disposal, merger, division, change of corporate form or dissolution of the Company

3)to formulate an amendment plan for the Articles of Association, or related measures.

Interested directors shall not participate in voting on the Company’s connected transactions. If a resolution cannot be reached due to the withdrawal of relevant directors, the proposal shall be directly submitted to the general meeting of shareholders for deliberation.