Ningbo Kbe Electrical Technology Co.Ltd(300863) : Amendment to the articles of Association

Ningbo Kbe Electrical Technology Co.Ltd(300863)

Amendment to the articles of Association

Ningbo Kbe Electrical Technology Co.Ltd(300863) (hereinafter referred to as the “company”) on February 22, 2022

The proposal on Amending the articles of association was considered and adopted at the 24th Meeting of the second board of directors,

It is proposed to amend the articles of association, and the matter needs to be submitted to the general meeting of shareholders for deliberation. The specific amendments are as follows:

Before revision and after revision

number

New article 12 Article 12 the company shall, in accordance with the provisions of the articles of association of the Communist Party of China,

1 (the number of subsequent articles is automatically updated) establish the Communist Party to organize and carry out party activities. The company is a party organization

Provide necessary conditions for activities.

Article 40 the general meeting of shareholders is the authority of the company and shall be exercised in accordance with the law. Article 41 the general meeting of shareholders is the authority of the company and shall exercise the following functions and powers in accordance with the law:

(I) determine the company’s business policy and investment plan; (I) determine the company’s business policy and investment plan;

(II) election and replacement of directors not held by employee representatives, (II) election and replacement of directors not held by employee representatives

Supervisors, and decide on the remuneration of directors and supervisors; Supervisors, and decide on the remuneration of directors and supervisors;

(III) review and approve the report of the board of directors; (III) review and approve the report of the board of directors;

(IV) review and approve the report of the board of supervisors; (IV) review and approve the report of the board of supervisors;

(V) review and approve the company’s annual financial budget plan and final settlement plan; (V) review and approve the company’s annual financial budget plan and final settlement plan; Case;

(VI) review and approve the company’s profit distribution plan and loss recovery plan (VI) review and approve the company’s profit distribution plan and loss recovery plan; Case;

(VII) make resolutions on the increase or decrease of the company’s registered capital; (VII) make resolutions on the increase or decrease of the company’s registered capital; (VIII) make resolutions on the issuance of corporate bonds; (VIII) make resolutions on the issuance of corporate bonds;

(IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company (IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; Make resolutions in the form of a division;

(x) amend the articles of Association; (x) amend the articles of Association;

（11） Make resolutions on the employment and dismissal of accounting firms by the company (11) make resolutions on the employment and dismissal of accounting firms by the company; Discussion;

（12） Deliberating and approving the guarantee matters specified in Article 41; （12） Deliberating and approving the guarantee matters specified in Article 41; （13） Review the purchase and sale of major assets by the company within one year exceeding (13) review the purchase and sale of major assets by the company within one year exceeding 30% of the latest audited total assets of the company;

Events that have exceeded 30% of the company’s total audited assets in the latest period; （14） Review and approve the change of the purpose of the raised funds;

（14） Review and approve the change of the purpose of the raised funds; （15） Review the equity incentive plan and employee stock ownership plan;

（15） Review of equity incentive plan (XVI) review of the following major transactions:

（16） Consider the following major transactions: 1. The total assets involved in the transaction account for more than 50% of the company’s total assets audited in the latest period. 1. The total assets involved in the transaction account for more than 50% of the company’s total assets audited in the latest period. The total assets involved in the transaction also account for more than 50% of the book value assets, If the total assets involved in the transaction have both book value and evaluation value, the higher one shall be taken as the calculation data;

Value and evaluation value, the higher one shall be taken as the calculation data; 2. The business income related to the transaction object (such as equity) in the latest fiscal year accounts for 50% of the company’s audited operating income in the latest fiscal year, and the operating income accounts for more than 50% of the company’s audited operating income in the latest fiscal year, and the absolute amount exceeds 50 million yuan;

More than 50%, and the absolute amount exceeds 50 million yuan; 3. The related net profit of the transaction object (such as equity) in the latest fiscal year accounts for 50% of the audited net profit of the company in the latest fiscal year. The net profit accounts for 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;

Above, and the absolute amount exceeds 5 million yuan; 4. The transaction amount (including debts and expenses) of the transaction accounts for the most of the company. 4. The transaction amount (including debts and expenses) accounts for more than 50% of the company’s audited net assets in the latest period, and the absolute amount exceeds more than 5000, more than 50% of the audited net assets in the latest period, or the absolute amount exceeds 10000 yuan;

50 million yuan; 5. The profit generated by the transaction accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan, more than 50% of the people’s accrued net profit, and the absolute amount exceeds 5 million yuan.

Coins. If the data involved in the above index calculation is negative, take its absolute value. If the data involved in the above index calculation is negative, take its absolute value for calculation

Transactions for which the company unilaterally obtains benefits, including cash assets received, transactions for which the company unilaterally obtains benefits, including cash assets received, debt relief, etc., are exempted from the deliberation procedures of the general meeting of shareholders.

Obtain debt relief, etc., and be exempted from the deliberation procedures of the general meeting of shareholders. If the transactions of the company only meet the standards of item 3 or item 5 of this item, and the transactions of the company only meet the standards of item 3 or item 5 of this item, and the absolute value of earnings per share of the company in the latest fiscal year is less than 0.05 and the absolute value of earnings per share of the company in the latest fiscal year is less than 0.05 yuan, the deliberation procedures of the general meeting of shareholders can be exempted.

Yuan, may be exempted from the deliberation procedures of the general meeting of shareholders. （17） If the related party transactions of the company (except for receiving cash assets, providing guarantee and providing financial assistance) meet one of the following standards, they shall be deliberated by the general meeting of shareholders

The general meeting of shareholders deliberates 1. Deliberates and approves the total amount of transactions concluded between the company and related persons (including the same amount) 1. Deliberates and approves the total amount of transactions concluded between the company and related persons (including the same subject matter or with the same related person)

(I) transactions in which the subject matter or the cumulative amount of transactions concluded with the same related person within 12 months) is more than 30 million yuan (the cumulative amount of transactions concluded within 12 months) is more than 30 million yuan and accounts for more than 5% of the absolute value of the latest audited net asset value of the company and more than 5% of the absolute value of the latest audited net asset value of the company;

Related party transactions; 2. If the company provides guarantee for related parties, no matter the amount, it shall be. 2. If the company provides guarantee for related parties, no matter the amount, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors. As a holding company, the company shall submit it to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors. Where the company provides guarantee for controlling shareholders, actual controllers and their related parties, and the controlling shareholders, shareholders, actual controllers and their related parties provide guarantee, the actual controllers of controlling shares and their related parties shall provide counter guarantee.

The actual controller and its related parties shall provide counter guarantee. （18） Review laws, administrative regulations, departmental rules or the articles of association

（18） Review other matters that should be decided by the shareholders’ meeting according to laws, administrative regulations, departmental rules or the articles of association.

Other matters that shall be decided by the general meeting of shareholders.

Article 49 the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own. Article 50 if the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing and the CSRC where the company is located shall notify the board of directors in writing and file with the stock exchange.

The local offices of the Commission and the stock exchanges shall be filed. Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be lower than 10%.

3 to 10%. The board of supervisors and convening shareholders shall submit relevant supporting materials to the stock exchange when issuing the notice of the general meeting of shareholders and the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders.

When the resolution of the board of directors is announced, it shall be submitted to the dispatched office of the CSRC where the company is located and the Securities Regulatory Commission

The stock exchange shall submit relevant supporting materials.

Article 55 the notice of the general meeting of shareholders shall include the following contents: Article 56 the notice of the general meeting of shareholders shall include the following contents:

(I) time, place and duration of the meeting; (I) time, place and duration of the meeting;

(II) matters and proposals submitted to the meeting for deliberation; (II) matters and proposals submitted to the meeting for deliberation;

(III) in obvious words: all shareholders have the right to attend the shareholders’ meeting; (III) in obvious words: all shareholders have the right to attend the shareholders’ meeting and can entrust a proxy in writing to attend the meeting and vote; in the East general meeting, they can entrust a proxy in writing to attend the meeting and vote, and the proxy need not be a shareholder of the company; The proxy need not be a shareholder of the company;

(IV) the date of equity registration of shareholders entitled to attend the general meeting of shareholders; (IV) the date of equity registration of shareholders entitled to attend the general meeting of shareholders;

(V) name and telephone number of permanent contact person for conference affairs. (V) name and telephone number of permanent contact person for conference affairs.

(VI) voting time and procedures by network or other means. four

Article 77 the following matters shall be adopted by the general meeting of shareholders by special resolution Article 78 the following matters shall be adopted by the general meeting of shareholders by special resolution: (I) the company increases or decreases its registered capital;

(I) the company increases or decreases its registered capital; (II) division, division, merger, dissolution and liquidation of the company; (II) division, merger, dissolution and liquidation of the company; (III) amendment of the articles of Association;

(III) amendment of the articles of Association; (IV) the company purchases or sells major assets or guarantees within one year. 5 (IV) the amount of major assets purchased or sold by the company or guarantees within one year exceeds 30% of the company’s latest audited total assets;

The amount exceeds 30% of the company’s latest audited total assets; (V) equity incentive