Measures of China Securities Regulatory Commission on Issuance Audit Committee

Chapter I General Provisions Article 1 In order to ensure the implementation of the principles of openness, fairness and impartiality in the examination of stock issuance and improve the quality and transparency of the examination of stock issuance, these Measures are formulated in accordance with the relevant provisions of the Securities Law of People's Republic of China (PRC). Article 2 The China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) shall set up an issuance examination committee (hereinafter referred to as the issuance examination committee). These Measures shall apply to the examination and approval by the IEC of the issuer's application for stock issuance, the issuance of convertible corporate bonds and other securities applications recognized by the China Securities Regulatory Commission (hereinafter referred to as the application for stock issuance). Article 3 The IEC shall, in accordance with the Securities Law of People's Republic of China (PRC), the Company Law of People's Republic of China (PRC) and other laws and administrative regulations and the provisions of the China Securities Regulatory Commission, examine the issuer's application documents for stock issuance and the preliminary report of the relevant functional departments of the China Securities Regulatory Commission.

The IEC shall vote on the application for stock issuance by voting, and put forward examination opinions.

China Securities Regulatory Commission shall, in accordance with the statutory conditions and procedures, make a decision on whether to approve or disapprove the application for stock issuance. Article 4 The IEC shall perform its duties through the working meeting of the IEC (hereinafter referred to as the IEC meeting). Article 5 China Securities Regulatory Commission (hereinafter referred to as China Securities Regulatory Commission) is responsible for the daily affairs management of the IEC and the assessment and supervision of the IEC members. Chapter II Composition of the IEC Article 6 The IEC members are composed of professionals from the China Securities Regulatory Commission and relevant experts from outside the China Securities Regulatory Commission, and are appointed by the China Securities Regulatory Commission.

The number of IEC members is 25, and some IEC members may be full-time. Among them, there are 5 members from China Securities Regulatory Commission and 20 members from outside China Securities Regulatory Commission.

The IEC shall have five conveners. Article 7 The term of office of IEC members is one year, and they may be re-elected, but the re-election shall not exceed three terms. Article 8 A member of the IEC shall meet the following conditions:

(a) adhere to principles, be fair and honest, be loyal to their duties, and strictly abide by national laws, administrative regulations and rules;

(two) familiar with securities, accounting business and related laws, administrative regulations and rules;

(three) proficient in the professional knowledge of the industry, and has a high reputation in this field;

(4) There is no record of violation of law and discipline;

(5) Other conditions deemed necessary by the China Securities Regulatory Commission. Article 9 In any of the following circumstances, the China Securities Regulatory Commission shall dismiss a member of the IEC:

(a) in violation of laws, administrative regulations, rules and the issuance of audit discipline;

(2) Failing to conduct due diligence in accordance with the relevant provisions of the China Securities Regulatory Commission;

(3) I apply for resignation;

(4) Failing to attend the IEC meeting for more than two times without reason;

(5) Other circumstances that the China Securities Regulatory Commission considers unsuitable to be a member of the IEC.

The dismissal of IEC members is not limited by whether the term of office expires. After the members of the IEC are dismissed, the China Securities Regulatory Commission shall promptly select new members of the IEC. Chapter III Responsibilities of the IEC Article 10 The functions of the IEC are: to examine whether the application for stock issuance meets the relevant conditions in accordance with relevant laws, administrative regulations and the provisions of the China Securities Regulatory Commission; Review the relevant materials and opinions issued by securities service institutions such as sponsors, accounting firms, law firms, asset appraisal institutions and relevant personnel for stock issuance; Review the preliminary report issued by the relevant functional departments of China Securities Regulatory Commission; Put forward examination opinions on the application for stock issuance according to law. Article 11 Members of the IEC attend IEC meetings in their personal capacity, perform their duties according to law, independently express their audit opinions and exercise their voting rights. Article 12 Members of the IEC may consult the issuer's relevant materials required for performing their duties through the relevant functional departments of the China Securities Regulatory Commission. Thirteenth IEC members shall abide by the following provisions:

(1) Attending the meeting of the IEC as required, and performing due diligence in the audit work;

(2) Keeping state secrets and the business secrets of the issuer.

(three) shall not disclose the discussion content, voting and other relevant information of the IEC meeting;

(four) shall not use the non-public information obtained as a member of the IEC or in the performance of their duties to directly or indirectly seek benefits for themselves or others;

(5) Having no interest in the applicant for issuance, not accepting directly or indirectly the funds, articles and other gifts and other benefits provided by the applicant for issuance and relevant units or individuals, not holding the stocks approved for issuance, and not contacting the applicant for issuance and other relevant units or individuals privately;

(6) There is no act of colluding with other IEC members to vote or inducing other IEC members to vote;

(seven) other relevant provisions of the China Securities Regulatory Commission. Fourteenth IEC members have the obligation to report to the China Securities Regulatory Commission the issuers and other relevant units or individuals who have exerted influence on them by improper means. Article 15 When examining the application documents for stock issuance, members of the IEC shall withdraw in time under any of the following circumstances:

(1) Members of the IEC or their relatives serve as directors (including independent directors, the same below), supervisors, managers or other senior managers of the issuer or sponsor;

(2) The shares of the issuer are held by the members of the IEC or their relatives or the work units where the members of the IEC work, which may affect their impartial performance of their duties;

(3) Members of the IEC or their units have provided sponsor, underwriting, auditing, evaluation, legal and consulting services to the issuer in the past two years, which may hinder them from performing their duties impartially;

(4) A company in which members of the IEC or their relatives serve as directors, supervisors, managers or other senior managers has a competitive relationship with the issuer or sponsor institution, and it is determined that it may affect its impartial performance of duties;

(5) Contacting the issuer and other relevant units or individuals audited this time before the meeting of the IEC, which may affect their impartial performance of their duties;

(6) Other circumstances identified by the China Securities Regulatory Commission that may lead to conflicts of interest or that may affect the impartial performance of duties.

Relatives mentioned in the preceding paragraph refer to the spouses, parents, children, brothers and sisters of IEC members, parents of spouses, spouses and brothers and sisters of children.