Stock Code: 603950        Stock Abbreviation: Changyuan Donggu         Announcement No.: 2021-006

Xiangyang Changyuan Donggu Industrial Co., Ltd.

Announcement of Resolutions of the Eighteenth Meeting of the Third Session of the Board of Directors

I. Convening Status of the Board of Directors Meeting

(I) The convening of the Eighteenth Meeting of the Third Session of Xiangyang Changyuan Donggu Industrial Co., Ltd. (hereinafter referred to as the "Company") (hereinafter referred to as "this meeting") complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents, and the Articles of Association of the Company.

(II) The Company sent out the notice and materials for this meeting by email on March 12, 2021.

(III) The Company convened this meeting at the Company's No. 1 conference room on March 22, 2021, through a combination of on-site and communication voting.

(IV) 11 directors should attend this Board meeting, and 11 directors actually attended the meeting, of whom 9 directors, including Li Zuoyuan and Li Xianfeng, attended the meeting by means of communication voting.

(V) This meeting was chaired by Chairman Li Zuoyuan. The Company's Board Secretary, Securities Affairs Representative, all supervisors, and other senior management personnel attended this meeting as non-voting participants.

II. Deliberation Status of the Board of Directors Meeting

After deliberation by the attending directors, the following proposals were approved: ：

Proposal 1: Review and approve the Proposal on the Full Text and Summary of the Company's 2020 Annual Report

For details, please refer to the "Changyuan Donggu 2020 Annual Report" and "Changyuan Donggu 2020 Annual Report Summary" released by the Company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn).

Voting result: 11 votes in favor, 0 votes against, 0 abstentions. The proposal was approved.

This proposal still needs to be submitted to the General Meeting of Shareholders for deliberation.

Proposal 2: Review and approve the Proposal on the Company's 2020 Annual Board of Directors' Work Report

Voting result: 11 votes in favor, 0 votes against, 0 abstentions. The proposal was approved.

This proposal still needs to be submitted to the General Meeting of Shareholders for deliberation.

Proposal 3: Review and approve the Proposal on the Company's 2020 Annual Independent Directors' Performance Report

Voting result: 11 votes in favor, 0 votes against, 0 abstentions. The proposal was approved.

This proposal still needs to be submitted to the General Meeting of Shareholders for deliberation.

Proposal 4: Review and approve the Proposal on the Report on the Performance of Duties of the Company's 2020 Annual Board Audit Committee

Voting result: 11 votes in favor, 0 votes against, 0 abstentions. The proposal was approved.

Proposal 5: Review and approve the Proposal on the Company's 2020 Annual Financial Settlement Report and 2021 Annual Financial Budget Report

Voting result: 11 votes in favor, 0 votes against, 0 abstentions. The proposal was approved.

This proposal still needs to be submitted to the General Meeting of Shareholders for deliberation.

Proposal 6: Review and approve the Proposal on the Company's 2020 Annual Profit Distribution Pre-plan

Given that the Company's Board of Directors and General Meeting of Shareholders approved the cash dividend distribution for the first half of 2020, the distributed amount accounted for 88.33% of the net profit attributable to shareholders in 2020, which complies with the "Articles of Association" and the "2018-2021 Shareholder Return Plan". The Company values long-term stable returns for investors. Considering the Company's future development, to meet capital expenditure needs, maintain financial stability and independence, enhance risk resistance, achieve sustained, stable, and healthy development of the Company, and better safeguard the long-term interests of all shareholders, the Company will not carry out profit distribution for the year 2020, nor implement bonus share issuance or capitalization of capital reserves.

The independent directors of the Company expressed independent opinions on this proposal, agreeing with the Company's 2020 annual profit distribution pre-plan. The full text of the announcement can be found on the Shanghai Stock Exchange website.

Voting result: 11 votes in favor, 0 votes against, 0 abstentions. The proposal was approved.

This proposal still needs to be submitted to the General Meeting of Shareholders for deliberation.

Proposal 7: Review and approve the Proposal on the Special Report on the Deposit and Use of Raised Funds in 2020

For details, please refer to the "Special Report on the Deposit and Actual Use of Raised Funds in 2020" (Announcement No.: 2021-009) disclosed by the Company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn).

Voting result: 11 votes in favor, 0 votes against, 0 abstentions. The proposal was approved.

Proposal 8: Review and approve the Proposal on the Company's 2020 Annual Internal Control Evaluation Report

For details, please refer to the "Company's 2020 Annual Internal Control Evaluation Report" disclosed by the Company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn).

Voting result: 11 votes in favor, 0 votes against, 0 abstentions. The proposal was approved.

Proposal 9: Review and approve the Proposal on Appointing the 2021 Annual Accounting Firm and Internal Control Audit Institution

The Company agrees to re-appoint Zhongshen Zhonghuan Certified Public Accountants (Special General Partnership) as the Company's 2021 annual accounting firm and internal control audit institution. The total audit fee is RMB 770,000, of which the annual report audit fee is RMB 500,000, and the internal control audit fee is RMB 270,000, which is consistent with the previous audit fee.

Voting result: 11 votes in favor, 0 votes against, 0 abstentions. The proposal was approved.

This proposal still needs to be submitted to the General Meeting of Shareholders for deliberation.

Proposal 10: Review and approve the Proposal on Approving the Annual Remuneration of the Company's Directors, Supervisors, and Senior Management Personnel

When deliberating this proposal, directors Li Zuoyuan, Li Congrong, Li Xianfeng, Feng Shengzhong, and Chen Xuzhou abstained from voting.

Voting result: 6 votes in favor, 0 votes against, 0 abstentions. The proposal was approved.

In this proposal, the proposal on directors' 2021 annual remuneration will be submitted to the Company's 2020 Annual General Meeting of Shareholders for deliberation.

Proposal 11: Review and approve the Proposal on the Company's Application for a Comprehensive Credit Line in 2021

2021 For the year, the Company and its subsidiaries intend to apply to various financial institutions for a comprehensive credit line not exceeding RMB 1.9 billion (subject to the final credit line actually approved by the banks). The types of credit include various loans, bank acceptance bills, bill discounting, letters of credit, guarantees, and other financing.

The Company will utilize the relevant credit line flexibly and efficiently based on the principle of prudence. The aforementioned credit line is not equivalent to the Company's actual financing amount, and the specific financing amount will be determined based on the actual needs of the Company and its subsidiaries. The validity period for the aforementioned credit line application is from the date of approval by the General Meeting of Shareholders until the date of the next annual General Meeting of Shareholders.

To improve work efficiency, the Board of Directors intends to request the General Meeting of Shareholders to authorize the Chairman, within the aforementioned limit, to fully handle relevant business matters based on actual capital needs, and sign relevant contracts and documents.

Voting result: 11 votes in favor, 0 votes against, 0 abstentions. The proposal was approved.

This proposal still needs to be submitted to the General Meeting of Shareholders for deliberation.

Proposal 12: Review and approve the Proposal on Amending the "Articles of Association" and Handling Industrial and Commercial Change Registration

For details, please refer to the "Xiangyang Changyuan Donggu Industrial Co., Ltd. Announcement on Amending the Articles of Association" and "Xiangyang Changyuan Donggu Industrial Co., Ltd. Articles of Association" released by the Company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn). (Announcement No.: 2021-010)

Voting result: 11 votes in favor, 0 votes against, 0 abstentions. The proposal was approved.

This proposal still needs to be submitted to the General Meeting of Shareholders for deliberation.

Proposal 13: Review and approve the Proposal on Nominating Candidates for Directors of the Company's Fourth Board of Directors

Given that the term of the Company's third board of directors expired on March 19, 2021, in accordance with the Company Law, the Company's Articles of Association and other relevant regulations, the Company's board of directors nomination committee nominates Li Zuoyuan, Li Xianfeng, Li Congrong, Feng Shengzhong, Chen Xizhou, and Huang Cheng as candidates for the fourth board of directors, for a term of three years from the date of approval by the company's shareholders' meeting. Candidate resumes are attached.

Voting result: 11 votes in favor, 0 votes against, 0 abstentions. The proposal was approved.

This proposal still needs to be submitted to the General Meeting of Shareholders for deliberation.

Resolution 14: Deliberation on the "Proposal on Nominating Candidates for Independent Directors of the Company's Fourth Board of Directors"

Given that the term of the Company's third board of directors expired on March 19, 2021, in accordance with the Company Law, the Company's Articles of Association and other relevant regulations, the Company's board of directors nomination committee nominates Shi Jun, Jia Huafang, and Fu Yongling as candidates for independent directors of the Company's fourth board of directors, for a term of three years from the date of approval by the company's shareholders' meeting. Candidate resumes are attached. Independent director candidates Shi Jun, Jia Huafang, and Fu Yongling have all obtained independent director qualification certificates.

Voting result: 11 votes in favor, 0 votes against, 0 abstentions. The proposal was approved.

This proposal still needs to be submitted to the General Meeting of Shareholders for deliberation.

Resolution 15: Deliberation on the "Proposal on the Signing of a Project Investment Contract with the Shiyan Industrial New District Management Committee"

For details, please refer to the announcement "Xiangyang Changyuan Donggu Industrial Co., Ltd. Announcement on the Company's Intention to Sign a Project Investment Contract with the Shiyan Industrial New District Management Committee" (Announcement No.: 2021-012) published by the company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.

Voting result: 11 votes in favor, 0 votes against, 0 abstentions. The proposal was approved.

This proposal still needs to be submitted to the General Meeting of Shareholders for deliberation.

Resolution 16: Deliberation on the "Proposal on Convening the 2020 Annual General Meeting of Shareholders of Xiangyang Changyuan Donggu Industrial Co., Ltd."

The company plans to hold the 2020 annual general meeting of shareholders at 2 PM on April 13, 2021, at Room 1, Changyuan Donggu, No. 396, Diamond Avenue, Xiangzhou District, Xiangyang City. For details, please refer to the "Xiangyang Changyuan Donggu Industrial Co., Ltd. Notice on Convening the 2020 Annual General Meeting of Shareholders" (Announcement No.: 2021-008) disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) on the same day.

Voting result: 11 votes in favor, 0 votes against, 0 abstentions. The proposal was approved.

The above 1、2、3、5、6、9、10、11、12、13、14、15 items require submission to the company's 2020 annual general meeting of shareholders for approval. 。

This is hereby announced.

Xiangyang Changyuan Donggu Industrial Co., Ltd.

Board of Directors

2021 March 22

Resume of Candidates for the Fourth Board of Directors

Li Zuoyuan Mr., born in 1948, Hong Kong, China, holds permanent residency in Hong Kong and New Zealand, Bachelor's degree. From July 1979 to May 1983, he served as an engineer at Dongfeng Motor Group Co., Ltd.'s Foundry No. 2. From June 1983 to June 1988, he served as the head of the production and engineering department at Dongfeng Motor Group Co., Ltd.'s Foundry No. 2. In July 1988, Mr. Li Zuoyuan started his own business. In January 1993, he founded Shiyan Changyuan. In December 2001, he established Changyuan Limited. He currently serves as Chairman of the Board of Directors of the Company, Director of Changyuan Trade, Director of Longhong Investment, Executive Director of Yuantalong, Chairman and Executive Director of Xingyuan Power, Director of Ruimandi, Director of Energy Power, Director of Hong Kong Zan Sheng, Director of Hong Kong Xingyuan, Director of Longhong Electromechanical, Supervisor of Longtong Power, Director of Norman, Director of Kanghou Electromechanical, Director of Kanghou Power, Director of Cummins Power, Chairman of Dongkang Power, Chairman of Roller Technology, Chairman of Wuhan Beiwode, Supervisor of Dongxin Hengrui, Executive Director of Longhong Transportation, Director of Longyitong Transportation, Chairman of Xiangyang Longhong Heat, Chairman of Chongqing Kanghou, Director of Xingyuan Kanghou, Chairman of Beiwode Guceng, Director of Xingyuan Service, and Executive Director of Longhong Service; holds 92,872,828 shares of the company and has not been punished by the China Securities Regulatory Commission or other relevant departments.

Li Xianfeng Mr., born in 1971, Chinese nationality, no overseas permanent residency, junior college degree. From December 1993 to October 1994, he worked at Dongfeng Motor Corporation's General Assembly Plant (Second Automobile Manufacturing Plant's General Assembly Plant). From November 1994 to February 2001, he served as sales manager at Shiyan Changyuan. From March 2001 to November 2017, he served as director and general manager of the company. From December 2017 to the present, he has served as a director of the company. Currently, Mr. Li Xianfeng also serves as a director of Hongtu Growth Venture Capital Co., Ltd.; holds 12,984,840 shares of the company and has not been punished by the China Securities Regulatory Commission or other relevant departments.

Li Congrong Ms., born in 1969, Hong Kong, China, holds permanent residency in Hong Kong, junior college degree. From July 1993 to December 1995, she worked as a physician at Dongfeng Motor Corporation's Power Equipment Plant. From January 1996 to November 2001, she served as manager at Shiyan Changyuan. From December 2001 to November 2017, she served as deputy general manager of the company. From December 2017 to the present, she has served as director and general manager of the company; holds 12,984,840 shares of the company and has not been punished by the China Securities Regulatory Commission or other relevant departments.

Feng Shengzhong Mr., born in 1969, Chinese nationality, no overseas permanent residency, junior high school degree. From January 1995 to October 2001, he served as the head of the Comprehensive Management Department at Shiyan Changyuan branch. From November 2001 to September 2011, he served as the head of the Comprehensive Management Department at Changyuan Limited. From October 2011 to November 2017, he served as deputy general manager and secretary of the board of directors. From December 2017 to the present, he has served as director and deputy general manager of the company. Currently, Mr. Feng Shengzhong also serves as a supervisor of Xiangyang Kaiyun Electromechanical Co., Ltd.; holds 483,260 shares of the company and has not been punished by the China Securities Regulatory Commission or other relevant departments.

Chen Xizhou Mr., born in 1968, Chinese nationality, no overseas permanent residency, junior college degree. From March 1991 to December 1996, he worked at China Mechanical Installation No. 2 Company. From January 1997 to November 2001, he worked at Shiyan Changyuan. From December 2001 to October 2011, he served as the head of the production department and quality department at Changyuan Limited. From November 2011 to April 2013, he served as the deputy head of the after-sales service department at Changshu Nate Precision Tools Co., Ltd. From July 2013 to the present, he has served as quality director, deputy head of the manufacturing department, deputy head of the quality technology department, and deputy general manager at the company. Mr. Chen Xizhou currently serves as director, deputy general manager, and head of the quality technology department of the company. He participated in the development and implementation of many of the company's product patents, including the "A double-angle oblique hole machining fixture for large engines", "An electromagnetic chuck device for fixing oil pan machining", and "An automatic centering and centering fixture for oil pan". He is one of the inventors and participants in many of the company's patented technologies; holds 60,000 shares of the company and has not been punished by the China Securities Regulatory Commission or other relevant departments.

Huang Cheng Mr., born in 1983; Chinese nationality, no overseas permanent residency, bachelor's degree. From October 2006 to April 2012, he worked at Xiangfan Changyuan Donggu Industrial Co., Ltd. From April 2012 to October 2012, he worked at Beijing Changyuan Longhong Technology Co., Ltd. as head of the marketing department. From October 2012 to the present, he has served as head of the marketing department, head of the market procurement department, and deputy general manager at the company. Holds 84,000 shares of the company and has not been punished by the China Securities Regulatory Commission or other relevant departments.

Resume of the Candidate for Independent Director of the Fourth Board of Directors

Shi Jun Mr., Chinese nationality, Xiangyang, Hubei, no permanent residency abroad, born in 1977, member of the China Democratic National Construction Association, associate professor at Xiangyang Vocational and Technical College, Master of Economics from Zhongnan University of Economics and Law, non-practicing member of the Chinese Certified Public Accountant, visiting scholar of the Ministry of Education. Hubei Province and Xiangyang City's leading accounting talents, director of Xiangyang City PPP (Public-Private Partnership) Research Institute, provincial-level outstanding educator, host of the first batch of vocational education accounting professional skills master studio in Hubei Province, member of the Xiangyang City Xiangcheng District Political Consultative Conference, member of the Xiangyang City Intellectuals' Friendship Association. Currently serves as an independent director of Eoxin Diamond Technology Co., Ltd., an independent director of Xiangyang International Land Port Investment Holding Co., Ltd., and an independent director of Xiangyang Automobile Bearing Co., Ltd. Does not hold company shares and has not been punished by the China Securities Regulatory Commission or other relevant departments.

Jia Huafang Ms., Chinese nationality, Xiangyang, Hubei, no permanent residency abroad, 1962 born in July, Master's degree, member of the Xiangyang Municipal Committee of the Jiu San Society, Chinese Certified Public Accountant, Registered Tax Agent, associate professor of Accounting and Auditing at the School of Economics and Management, Hubei University of Arts and Science. Previously served as an assistant lecturer and lecturer at Hubei Textile University; lecturer and associate professor of Accounting and Auditing at the Department of Economics and Trade, former Xiangfan College; associate professor at the School of Economics and Law, Hubei University of Arts and Science; secretary-general and director of the audit office of the Education Development Foundation; financial director of the college's asset investment company; project consulting consultant at the Xiangyang Municipal Science and Technology Bureau. Currently serves as an associate professor at the School of Economics and Law, Hubei University of Arts and Science; financial director of Huazhong University of Science and Technology (Xiangyang) Industrial Research Institute Does not hold company shares and has not been punished by the China Securities Regulatory Commission or other relevant departments.

Fu Yongling Mr., born in 1966, Chinese nationality, postgraduate education, doctoral degree, no permanent residency abroad. Previously served as deputy director of the Department of Automation, Beihang University, deputy director of the Science and Technology Department, Beihang University, senior visiting scholar at the College of Engineering, Florida State University, visiting scholar at INSA University/IMAGINE Company, France, professor at the School of Automation, Beihang University. Currently serves as a professor at the School of Mechanical Engineering and Automation, Beihang University, independent director of Qingdao Huijintong Electric Equipment Co., Ltd., and deputy director of the Aerospace Servo Drive and Transmission Technology Laboratory.