Rules of Procedure for the Board of Directors

Chapter 1 General Provisions

Art.1 In order to meet the needs of establishing a modern enterprise system and protect the legal rights and interests of all shareholders of Zhejiang Huaguang Capsule Stock Co.,Ltd, ensure the supervision of the board of supervisors in accordance with the law and perfect the corporate governance structure of the company, these Rules are worked out in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the Company Law), the Articles of Association of Dalian Refrigeration Company Limited (hereinafter referred to as the Articles of Association), and relevant state laws and regulations as well as articles of association of Huaguang Capsule Stock Co.,Ltd ( hereinafter referred to as articles of association).

Art.2 The board of supervisors shall exercise the right of supervision in accordance with the law to ensure that the rights and interests of the shareholders, the interests of the company and the legitimate rights and interests of the employees are not infringed.

Art.3 The supervisor shall abide by laws, regulations, rules and regulations, and the company's articles of association, stipulate the loyalty duties and diligence obligations of the supervisors, and faithfully fulfill the duties of the board of supervisors.

Art.4 The exercise of supervision by the supervisor in accordance with the law is protected by the law, and no unit or individual may interfere. When the supervisors perform their duties, the various business departments of the company shall assist them and shall not refuse, prevaricate or obstruct them.

Chapter 2 Board of supervisors

Art.5 The board of supervisors is the supervision institution established by the company according to law and is responsible for the shareholders' meeting.

Art.6 The board of supervisors is composed of three supervisors, and set up one the chairman of the board of supervisor.

Art.7 The supervisors shall be held by the representatives of the shareholders and the representatives of the staff and workers of the company. The supervisors of the staff representatives of the company shall not be less than 1/3 of the number of the supervisors. The directors or senior managers may not concurrently be the supervisors.

Art.8 The term of office of the supervisor is three years. A supervisor held by a shareholder's representative is elected or replaced by a general meeting of shareholders. The supervisors of the staff and workers are elected or replaced by the democratic election of the staff and workers of the company, and the supervisors can be reelected.

Art.9 When the term of office of the supervisor fails to be reelected in time, or the supervisor resigns during the term of office, the members of the board of supervisors are less than the legal number of the members of the board of supervisors. Prior to the appointment of a reelected supervisor, the original supervisor should still perform the duties of the supervisor in accordance with the laws, regulations, rules and the articles of association of the company.

Chapter 3 Authority of Board of Supervisors

Art.10 The board of supervisors exercises the following functions and powers:

(1)It should examine and submit written opinions on the periodical company reports prepared by the board of directors;

(2)Check company finance;

(3)Supervise directors and senior management personnel when carrying out their duties. To suggest the removal of directors or senior management personnel who contravene the law, administrative regulations, these Articles or resolutions of shareholders’ meetings;

(4)When an action of a director or senior management personnel damages the company interests, requests that director or senior management personnel to make corrections;

(5)To suggest the holding of extraordinary shareholders’ meetings. When the board of directors does not convene or hold shareholders’ meetings as required by the Company Law, to convene or hold shareholders’ meetings;

(6)Present at board meetings;

(7)To present proposed resolutions to the shareholders’ meetings;

(8)In accordance with Article 151 of the Company Law, to start legal action against directors and senior management personnel;

(9)When discovering abnormality in the operating circumstances in the company, to conduct investigations. If necessary, it can hire professional firms such as accounting firms or law firms to assist in its work. The cost will be borne by the company.

Art.11 The chairman of the board of supervisors exercises the following functions and powers:

(1)The chairman convenes and conducts meetings of the supervisory board;

(2)Check the implementation of the resolutions of the board of supervisors;

(3)Report the work of the board of supervisors to the shareholders' meeting;

(4)Laws, regulations, rules, rules, and other functions and powers stipulated in the articles of association of the company;

Art.12 When a director or a senior manager takes a lawsuit with a company, the chairman of the board of supervisors will act on behalf of the company, the director or the senior management.

Chapter 4 The convening, presiding and proposal of the meeting of the board of supervisors

Art.13 The meeting of the board of supervisors is divided into regular meetings and temporary meetings.

Art.14 The chairman convenes and conducts meetings of the supervisory board. If the chairman cannot or does not carry out his duties, the vice chairman/chairmen shall convene or conduct the meeting. If the vice chairman/chairmen cannot or will not carry out his/their duties, more than half of the supervisors will nominate a supervisor to convene and conduct the meeting.

Art.15 The supervisory board meets at least once every 6 months. A supervisor can suggest holding an extraordinary supervisory board meeting.

Art.16 If the supervisor proposes to convene a temporary meeting of the board of supervisors, the chairman of the board of supervisors shall submit a written proposal signed by the proposed supervisor. The following items should be set out in the written proposal:

(1)The name of the proposed supervisor;

(2)The objective cause based on a proposal;

(3)The time, place and way of proposing a meeting;

(4)Clear and specific proposals;

(5)The form of contact and the date of the proposal of the proposed Supervisor;

After receiving a written proposal from the supervisor, the chairman of the board of supervisors should carefully review and decide whether to put the proposal on the agenda. The consent to be included in the agenda of the meeting shall be issued within three days of receipt of the proposal and a notice for the convening of a provisional meeting of the board of supervisors shall be issued. For a proposal not included in the agenda, the chairman shall explain the reasons to the sponsor.

Chapter 5 Notice to a supervisory board meeting

Art.17 Convene regular meetings of the board of supervisors; The chairman of the board of supervisors shall notify the written meeting five days in advance, and submit it to all the supervisors by direct delivery or mailing.

An interim meeting of the board of supervisors shall be held. The chairman of the board of supervisors shall notify the written meeting three days ahead of time and submit all the supervisors by direct delivery or mailing.

Art.18 The notice of a written meeting shall at least include the date, place and duration of the meeting, the agenda and the bill, and the date of the notice.

Chapter 6 Convening of the meeting of the board of supervisors

Art.19 Regular meetings of the board of supervisors should be held on the spot.

The provisional meeting of the board of supervisors can be carried out by fax or e-mail under the precondition of guaranteeing the full expression of opinions of the supervisors, and shall be signed by attendee supervisor.

The meeting of the board of supervisors shall be attended by the supervisor himself. The supervisor may not be present by the supervisor, and may entrust other supervisors in writing to be present in writing.

The letter of attorney shall specify the name of the agent, the matter of agency, the authority and the term of validity, and the signer's signature or seal.

The supervisor who is present at the meeting shall exercise the rights of the supervisor within the scope of the authorization. If the supervisor does not attend the meeting of the board of supervisors and does not delegate the representative, it shall be deemed to give up the right to vote at the meeting.

Art.20 The meeting of the board of supervisors should be held by a majority of the supervisors.

Art.21 The board of supervisors shall, according to the proposal of the supervisor, request the directors, senior managers, other relevant personnel of the company or the relevant intermediary business personnel to attend the meeting to accept the inquiry.

Chapter 7 Vote on the meeting of the board of supervisors

Art.22 The voting of the meeting of the board of supervisors shall be taken by one person and one vote, which may be carried out by means of hand raising, voting or communication.

Art.23 The voting intention of the supervisor is divided into consent, opposition and abstention. The attendees should choose one of them from the above intention, and should not choose two or more intentions at the same time, which is regarded as abstaining.

Art.24 The decision of the board of supervisors should be agreed by half of all the supervisors.

Art.25 The meetings of the board of supervisors should be recorded, and the supervisors and records of the meetings shall be signed on the records of the meeting. The record of the meeting shall include the following:

(1)Time, place and way of meeting;

(2)The issue of the notification of the meeting;

(3)Convenor and host of the meeting;

(4)Conference attendance;

(5)Proposals for the deliberations of the conference, the main points and main opinions of each supervisor on the related matters, and the intention to vote on the proposal;

(6)Voting methods and results of each proposal (indicating the number of specific consent, opposition, and abstention);

(7)Other matters that should be recorded by the attendees.

Art.26 The meetings of the board of supervisors shall have a record, and the supervisors and records of the meetings shall be signed on the records of the meeting. The supervisors present at the meeting have the right to require an explanatory record of their statements at the meeting on the record.

Art.27 The supervisor should urge the relevant personnel to implement the resolutions of the board of supervisors. The chairman of the board of supervisors shall inform the subsequent meetings of the board of supervisors of the implementation of the resolutions that have been formed.

Art.28 The Conference Board files include conference notices and conference materials, conference attendance books, conference recordings, voting tickets, meeting minutes signed by the supervisors, and resolution announcements.

The time limit for the meeting of the board of supervisors is more than ten years.

Chapter 8 Supplementary articles

Art.29 Matters not covered herein shall be subject to the rules and regulations of the company law and the relevant provisions of the articles of association.

Art.30 These rules include "above", "below", "below" and "no more than". The number of "dissatisfaction", "outside", "below", "more", "exceeding" and "passing" do not contain this number.

Art.31 In the case of one of the following cases, the company shall amend the rules:

(1)After amendment of the Company Law or relevant law or administrative regulations, the contents of the articles conflict with the law or administrative regulations after the amendment;

(2)The general meeting of shareholders decided to amend the rules.

Art.32 The amendments to these rules are decided by the shareholders' meeting and the general meeting of shareholders authorizes the board of supervisors to draw up a revised draft; The revised draft is taken into effect after the approval of the general meeting of the shareholders.

Art.33 The board of directors of the company is responsible for explaining these Articles.

Art.34 These Articles takes effect on the date of announcement.


Zhejiang Huaguang Capsule Stock Co.,Ltd

August 2014

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