Rules of Procedure for the Shareholders' Meeting of ST Zhongqiao Development Co., Ltd.

Chapter 1 General Principles

Article 1

To further clarify the responsibilities and powers of the shareholders' meeting, standardize its operational procedures, and fully utilize its role, these rules are formulated in accordance with the Company Law of the People's Republic of China, the Articles of Association of ST Zhongqiao Development Co., Ltd., and relevant regulations.

Chapter 2 Conditions for Convening Shareholders' Meetings

Article 2

Shareholders' meetings are divided into annual meetings and extraordinary meetings. The annual shareholders' meeting shall be held once a year within six months after the end of the previous accounting year.

Article 3

The company shall convene an extraordinary shareholders' meeting within two months from the occurrence of any of the following circumstances, according to the procedures stipulated in the Articles of Association:

1. When the number of directors is less than the statutory minimum as prescribed by the Company Law, or less than two-thirds of the number specified in the Articles of Association;
2. When the company's unmade-up losses reach one-third of the total share capital;
3. When shareholders holding more than 10% of the total voting shares (excluding voting proxies) request in writing;
4. When deemed necessary by the board of directors;
5. When proposed by independent directors with the consent of more than half of all independent directors;
6. When proposed by the supervisory board;
7. Other circumstances as stipulated in the Articles of Association.

Article 4

If the number of directors is less than the statutory minimum as prescribed by the Company Law, or less than two-thirds of the number specified in the Articles of Association, or if the company's unmade-up losses reach one-third of the total share capital, and the board of directors fails to convene an extraordinary shareholders' meeting within the stipulated time, the supervisory board or shareholders may convene an extraordinary shareholders' meeting according to the procedures specified in Article 13 of these rules.

Article 5

The shareholders' meeting is the power organ of the company, and the following matters must be discussed by the shareholders' meeting:

1. Deciding on the company's operational policies and investment plans;
2. Electing and replacing directors, and deciding on matters related to directors' remuneration;
3. Electing and replacing supervisors appointed by shareholders, and deciding on matters related to supervisors' remuneration;
4. Reviewing and approving the board of directors' report;
5. Reviewing and approving the supervisory board's report;
6. Reviewing and approving the company's annual financial budget and final accounts;
7. Reviewing and approving the company's profit distribution plan and loss compensation plan;
8. Making resolutions on increasing or decreasing registered capital;
9. Making resolutions on issuing corporate bonds;
10. Making resolutions on the company's merger, division, dissolution, and liquidation;
11. Amending the Articles of Association;
12. Making resolutions on hiring or dismissing accounting firms;
13. Reviewing proposals from shareholders holding more than 5% of the total voting shares;
14. Reviewing other matters that should be decided by the shareholders' meeting as stipulated by laws, regulations, and the Articles of Association.

Chapter 3 Convening and Preparation for Shareholders' Meetings

Article 6

When the company convenes a shareholders' meeting, the board of directors shall notify shareholders by announcement at least thirty days prior to the meeting (excluding the day of the meeting in the calculation of the thirty-day period).

Article 7

The notice of the shareholders' meeting shall include the following contents:

1. The date, location, and method of the meeting;
2. The matters to be submitted for discussion at the meeting;
3. A written statement indicating that all shareholders have the right to attend the shareholders' meeting and may appoint agents to attend and vote, and that such agents do not need to be shareholders of the company;
4. The equity registration date for shareholders entitled to attend the shareholders' meeting;
5. The time and place for delivering the voting proxy;
6. The name and phone number of the permanent contact person for the meeting.