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National Small and Medium Enterprise Stock Transfer System Template for Temporary Announcement of Stock Directed Issue

Article 1 In order to regulate the directional issuance of stocks by companies listed on the National Equities Exchange and Quotations System (hereinafter referred to as the National Equity Exchange System) and companies applying for listing (hereinafter collectively referred to as the issuer) and protect the legitimate rights and interests of investors, in accordance with the "Company Law" Laws, regulations and departmental rules such as the Measures for the Supervision and Administration of Non-listed Public Companies (hereinafter referred to as the “Measures for Public Companies”), the “Interim Measures for the Administration of the National Small and Medium-sized Enterprise Share Transfer System Co., Ltd.”, etc., formulate these rules. 　　 Article 2 The directional issuance of stocks as stipulated in these rules refers to the issuance of stocks by the issuer to specific targets that meet the requirements of the Public Company Measures. 　　 During the issuance process, the issuer can recommend stocks to specific targets. 　　 Article 3 After the issuer has issued a private offering, if the total number of shareholders does not exceed 200, the National Small and Medium-sized Enterprise Share Transfer System Co., Ltd. (hereinafter referred to as the National Share Transfer Company) shall conduct self-discipline review. 　　 If the issuer has more than 200 shareholders after the directional issuance, it shall report to the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) for approval after obtaining the self-regulatory opinions issued by the National Equity Exchange Corporation. 　　 Article 4 The information disclosed by the issuer for a targeted offering shall be true, accurate and complete, and there shall be no false records, misleading statements or major omissions. The issuer’s directors, supervisors, and senior managers shall perform their duties faithfully and diligently, and ensure that the issuer discloses information in a timely and fair manner, and that the information disclosed is true, accurate, and complete. The issuer and its controlling shareholders, actual controllers, directors, supervisors, and senior managers shall provide timely, true, accurate and complete information to the lead securities firm, law firm, accounting firm, and other securities service agencies, and fully cooperate with relevant agencies Due diligence and other related work. The issuer’s controlling shareholders, actual controllers, directors, supervisors, senior managers, issuers, and other information disclosure obligors shall provide the issuer with true, accurate and complete information in a timely manner in accordance with relevant regulations, and fully cooperate with the issuer in fulfilling the information The disclosure obligation shall not require or assist the issuer to conceal information that should be disclosed. 　　 Article 5 The lead securities firm shall conduct a comprehensive review of the issuer’s information disclosure documents and application documents, independently make professional judgments, and be responsible for the authenticity, accuracy and completeness of the targeted offering statement and the documents issued by it. 　　 Law firms, accounting firms and other securities service institutions shall prudently perform their duties, make professional judgments, and be responsible for the contents related to their professional duties and the authenticity, accuracy and completeness of the documents issued by the directional issuance prospectus. Article 6 The issuer’s controlling shareholders, actual controllers, directors, supervisors, and senior management personnel, the sponsoring securities firms, law firms, accounting firms, other securities service agencies and their related personnel shall abide by relevant laws, regulations, departmental rules, Regulatory documents and business rules of the National Equity Exchange System, diligently and conscientiously, must not use targeted issuance to seek illegitimate benefits, and prohibit disclosure of inside information, use of inside information for stock trading, or manipulation of stock trading prices. 　　Article 7 The National Equities Exchange and Quotations Company conducts self-discipline review of relevant documents related to directional issuance, and requires the issuer and relevant entities to explain, explain or supplementally disclose relevant matters through feedback, inquiries, etc. Article 8 The self-discipline review opinion issued by the National Equity Exchange Corporation on the directional issuance does not indicate that it guarantees the authenticity, accuracy and completeness of the application documents and information disclosure, nor does it indicate the value of the issuer’s stock investment or the investor’s benefits Make substantive judgments or guarantees. 　　 　　 Chapter II General Provisions 　　 　　 Section 1 Basic Requirements for Issua

Article 1 In order to regulate the organization and behavior of listed companies, improve the governance level of listed companies, and protect the legitimate rights and interests of investors, the company shall formulate laws, regulations and departmental rules in accordance with the "Company Law", "Securities Law", and "Measures for the Supervision and Management of Non-listed Public Companies" This rule. 　　 Article 2 These rules apply to companies whose shares are listed for public transfer in the National Equities Exchange and Quotations System (hereinafter referred to as the National Equity Exchange System) (hereinafter referred to as listed companies). Article 3 A listed company shall, in accordance with laws and regulations, departmental rules and business rules of the National Equity Exchange System, establish and improve corporate governance mechanisms and internal control mechanisms, improve the company’s articles of association and the rules of procedures and operating mechanisms of the shareholders’ meeting, board of directors, and board of supervisors, and standardize directors , The conduct and selection of supervisors and senior managers, fulfill the obligation of information disclosure, and take effective measures to protect the legal rights and interests of the company’s shareholders, especially small and medium shareholders. 　　 The National SME Share Transfer System Co., Ltd. (hereinafter referred to as the National Equity Transfer Company) can formulate differentiated self-discipline management systems for listed companies at different market levels. 　　 Article 4 A listed company shall, in accordance with departmental regulations, business rules and continuous supervision agreements, accept the guidance and supervision of the lead brokerage firm, cooperate with the verification work, and create necessary conditions for the lead brokerage firm to carry out continuous supervision work. Article 5 Listed companies and their directors, supervisors, senior managers, shareholders, actual controllers, acquirers, counterparties to major asset restructuring transactions, bankruptcy administrators and other natural persons, institutions and their related personnel, sponsor securities firms, accounting firms, and lawyers Firms, other securities service agencies and practitioners shall abide by laws, regulations, departmental rules and business rules, be honest and trustworthy, and consciously accept the self-discipline management of the national equity transfer company. 　　Article 6 In listed companies, in accordance with the provisions of the "Company Law", an organization of the Communist Party of China shall be established to carry out party activities. The listed company shall provide necessary conditions for the activities of the party organization. 　　 According to the "Company Law" and relevant regulations, state-owned listed companies have incorporated relevant requirements for party building work into the company's articles of association in accordance with the company's equity structure, operation and management and other realities. 　　 Chapter 2 Shareholders' meeting, board of directors and board of supervisors 　　Section 1 General Meeting of Shareholders 　　Article 7 A listed company shall stipulate in the company's articles of association the responsibilities of the shareholders' meeting, as well as the procedures for convening, convening and voting, and standardizing the operating mechanism of the shareholders' meeting. 　　The listed company shall formulate the rules of procedure of the shareholders' meeting, which shall be included in the company's articles of association or as an annex to the articles of association. 　　 Article 8 The general meeting of shareholders of a listed company shall exercise its functions and powers within the scope prescribed by the "Company Law" and the company's articles of association. 　　The listed company shall stipulate in the articles of association the principle of authorization of the general meeting of shareholders to the board of directors, and the authorization content shall be clear and specific. The general meeting of shareholders shall not delegate its statutory powers to the board of directors. 　　 Article 9 A listed company shall convene an extraordinary general meeting of shareholders and an annual general meeting of shareholders in strict accordance with laws and regulations, departmental rules, business rules and the company's articles of association to ensure that shareholders can exercise their rights in accordance with the law. The annual general meeting of shareholders shall be held once a year and shall be held within 6 months after the end of the previous fiscal year; the extraordinary general meeting shall be held irregularly, and in the event that the “Company Law” stipulates that an extraordinary general meeting shall be held, it shall be held within 2 months . If the general meeting of shareholders cannot