Term Sheet - Shareholders' Agreement of Caliza Cemento Inca S.A. 条款清单 - Caliza Cemento Inca S.A.股东协议
The following document (the Term Sheet) includes the main terms and conditions of the shareholders’ agreement (the Agreement) to be negotiated between [•] (the Choy Shareholders) and [•] (the New Shareholder) regarding Caliza Cemento Inca S.A. (the Company). 本文件（条款清单）包含[•]（Choy 股东）与[•]（新股东）就 Caliza Cemento Inca S.A.（本公司）拟议股东协议（协议）的主要条款。
The Choy Shareholders, on the one hand, and the New Shareholder, on the other hand, shall hereinafter be referred to individually as the Party and jointly as the Parties. Choy 股东一方与新股东一方在下文中单独称为"一方"，合称为"各方"。
This Term Sheet, its contents and any other information related thereto is strictly private and confidential and is subject to the terms and conditions of the confidentiality and non-disclosure agreement dated [•], entered into between the Company and the [New Shareholder]. 本条款清单及其内容与任何相关信息均属严格保密，并受本公司与新股东于[•]日签订的保密及不披露协议条款约束。
Except for the confidentiality obligation referred to in the preceding paragraph, the Parties agree that this Term Sheet is merely referential and does not constitute a commitment or binding obligation between the Parties. This Term Sheet is not binding and only represents the interest of the Parties to negotiate and address the matters set forth below under the Agreement which, if applicable, would be entered into as a definitive agreement between the Parties regarding their relationship as shareholders of the Company. 除前款所述的保密义务外，双方同意本条款清单仅具参考性，不构成双方之间的承诺或具有约束力的义务。本条款清单不具有法律约束力，仅表明双方有意就协议下述事项进行协商处理，若达成一致，将就双方作为公司股东的关系签订最终协议。
I. Main Terms and Conditions of the Agreement 一、协议主要条款
1. Purpose 1. 目的
To establish the terms and conditions for the relationship of the shareholders of the Company regarding decision making, corporate governance, share transfers, as well as other rights and obligations of the Parties derived from their relationship as shareholders of the Company. 确立公司股东之间关于决策机制、公司治理、股权转让等事项的合作条款，以及双方基于公司股东关系所产生的其他权利与义务。
2. Participation of the Shareholders in the Company 2. 股东在公司中的参与
[•]% 蔡氏股东 ^(1){ }^{1} [•]% 新股东
[•]% the Choy Shareholders ^(1){ }^{1}
[•]% the New Shareholder
[•]% the Choy Shareholders ^(1)
[•]% the New Shareholder| [•]% the Choy Shareholders ${ }^{1}$ |
| :--- |
| [•]% the New Shareholder |
5 directors and 5 alternate directors, who will be appointed as follows: (i) 2 directors and their respective alternates will be appointed by the Choy Shareholders; and, (ii) 3 directors and their respective alternates will be appointed by the New Shareholder.
The alternate directors may attend the meetings of the Board of Directors as guests.
5 directors and 5 alternate directors, who will be appointed as follows: (i) 2 directors and their respective alternates will be appointed by the Choy Shareholders; and, (ii) 3 directors and their respective alternates will be appointed by the New Shareholder.
The alternate directors may attend the meetings of the Board of Directors as guests.| 5 directors and 5 alternate directors, who will be appointed as follows: (i) 2 directors and their respective alternates will be appointed by the Choy Shareholders; and, (ii) 3 directors and their respective alternates will be appointed by the New Shareholder. |
| :--- |
| The alternate directors may attend the meetings of the Board of Directors as guests. |
4. Term of office of the Board of Directors 4. 董事会任期
The members of the Board of Directors shall remain in office for a term of [3] years from their appointment, and may be indefinitely re-elected. 董事会成员的任期为自任命之日起[3]年，可无限次连选连任。
5. Remuneration of the Board of Directors 5. 董事会薪酬
Shall be [•]. ^(2){ }^{2} 应为[•]。 ^(2){ }^{2}
6. Chairmanship and Vice-Chairmanship of the Board of Directors 6. 董事会主席与副主席任命
The first Chairman of the Board of Directors will be appointed by the Choy Shareholders and the first Vice Chairman, by the New Shareholder. At the end of the mandate term of the Board of Directors, the next Chairman shall be designated by the New Shareholder and the ViceChairman by the Choy Shareholders. Thereafter, the 首任董事会主席将由 Choy 股东方任命，首任副主席则由新股东方任命。当董事会任期届满时，下任主席将由新股东方指定，副主席则由 Choy 股东方指定。此后，
I. Main Terms and Conditions of the Agreement
1. Purpose To establish the terms and conditions for the relationship of the shareholders of the Company regarding decision making, corporate governance, share transfers, as well as other rights and obligations of the Parties derived from their relationship as shareholders of the Company.
2. Participation of the Shareholders in the Company "[•]% the Choy Shareholders ^(1)
[•]% the New Shareholder"
3. Board of Directors "5 directors and 5 alternate directors, who will be appointed as follows: (i) 2 directors and their respective alternates will be appointed by the Choy Shareholders; and, (ii) 3 directors and their respective alternates will be appointed by the New Shareholder.
The alternate directors may attend the meetings of the Board of Directors as guests."
4. Term of office of the Board of Directors The members of the Board of Directors shall remain in office for a term of [3] years from their appointment, and may be indefinitely re-elected.
5. Remuneration of the Board of Directors Shall be [•]. ^(2)
6. Chairmanship and Vice-Chairmanship of the Board of Directors The first Chairman of the Board of Directors will be appointed by the Choy Shareholders and the first Vice Chairman, by the New Shareholder. At the end of the mandate term of the Board of Directors, the next Chairman shall be designated by the New Shareholder and the ViceChairman by the Choy Shareholders. Thereafter, the| I. Main Terms and Conditions of the Agreement | |
| :--- | :--- |
| 1. Purpose | To establish the terms and conditions for the relationship of the shareholders of the Company regarding decision making, corporate governance, share transfers, as well as other rights and obligations of the Parties derived from their relationship as shareholders of the Company. |
| 2. Participation of the Shareholders in the Company | [•]% the Choy Shareholders ${ }^{1}$ <br> [•]% the New Shareholder |
| 3. Board of Directors | 5 directors and 5 alternate directors, who will be appointed as follows: (i) 2 directors and their respective alternates will be appointed by the Choy Shareholders; and, (ii) 3 directors and their respective alternates will be appointed by the New Shareholder. <br> The alternate directors may attend the meetings of the Board of Directors as guests. |
| 4. Term of office of the Board of Directors | The members of the Board of Directors shall remain in office for a term of [3] years from their appointment, and may be indefinitely re-elected. |
| 5. Remuneration of the Board of Directors | Shall be [•]. ${ }^{2}$ |
| 6. Chairmanship and Vice-Chairmanship of the Board of Directors | The first Chairman of the Board of Directors will be appointed by the Choy Shareholders and the first Vice Chairman, by the New Shareholder. At the end of the mandate term of the Board of Directors, the next Chairman shall be designated by the New Shareholder and the ViceChairman by the Choy Shareholders. Thereafter, the |
designations of the Chairman and Vice-Chairman of the Board of Directors will alternate, respectively and successively, between the Choy Shareholders and the New Shareholder at the beginning of each new term of the Board of Directors. In the event that the shareholder responsible for making the appointment fails to do so, the Chairman or Vice-Chairman shall be appointed or replaced by a simple majority vote of the Board of Directors. 董事会主席与副主席的任命将在 Choy 股东方与新股东方之间轮流交替进行，于每届新董事会任期开始时分别接续产生。若应履行任命责任的股东方未能及时任命，则董事会主席或副主席应通过董事会简单多数表决予以任命或更换。
7. Executive Management and Senior Managers 7. 执行管理层与高级管理人员
首任首席执行官应由 Choy 股东任命，任期[2]年，之后应根据下文第 11 条规定的超级多数表决权进行重新任命或更换。高级管理人员包括：(i)首席财务官；(ii)首席商务官；以及(iii)首席运营官，其各自任期均为[3]年。这些人员的任命、连任或更换应适用下文第 11 条规定的超级多数表决权。
The initial Chief Executive Officer shall be appointed by the Choy Shareholders and shall remain in office for [2] years and then shall be reappointed or replaced using the supermajority rights set forth in paragraph 11 below.
The Senior Managers shall be (i) the Chief Financial Officer, (ii) the Chief Commercial Officer; and, (iii) the Chief Operating Officer, who shall remain in their respective positions for [3] years. They shall be appointed, reappointed or replaced, as appropriate, applying the supermajority rights set forth in paragraph 11 below.
The initial Chief Executive Officer shall be appointed by the Choy Shareholders and shall remain in office for [2] years and then shall be reappointed or replaced using the supermajority rights set forth in paragraph 11 below.
The Senior Managers shall be (i) the Chief Financial Officer, (ii) the Chief Commercial Officer; and, (iii) the Chief Operating Officer, who shall remain in their respective positions for [3] years. They shall be appointed, reappointed or replaced, as appropriate, applying the supermajority rights set forth in paragraph 11 below.| The initial Chief Executive Officer shall be appointed by the Choy Shareholders and shall remain in office for [2] years and then shall be reappointed or replaced using the supermajority rights set forth in paragraph 11 below. |
| :--- |
| The Senior Managers shall be (i) the Chief Financial Officer, (ii) the Chief Commercial Officer; and, (iii) the Chief Operating Officer, who shall remain in their respective positions for [3] years. They shall be appointed, reappointed or replaced, as appropriate, applying the supermajority rights set forth in paragraph 11 below. |
8. Remuneration of the Chief Executive Officer and Senior Managers 8. 首席执行官及高级管理人员的薪酬
As set forth in the Company's business plan and budget. 按公司商业计划及预算规定执行。
The business plan and initial budget shall apply for the fiscal years [2026, 2027, 2028 and 2029].
At the expiration of such period, if the Parties do not reach an agreement to approve: (i) the update of the business plan, the latest business plan in effect will automatically apply, provided it is adjusted by the applicable annual inflation; and/or (ii) the update of the budget, the latest budget in effect will automatically apply with a [10%] increase.
Management shall be responsible for preparing the business plan and budget, as well as any amendments thereto, and shall submit them to the Board of Directors for review.
The Board of Directors shall approve, subject to supermajority rights, (i) the initial business plan and budget, (ii) any amendments thereto while in effect, and (iii) new business plans and budgets at the end of each period.
If the Company is unable to finance the execution of the business plan with its own resources or external financing, the shareholders must approve a capital increase by new contributions up to the necessary amount.
The business plan and initial budget shall apply for the fiscal years [2026, 2027, 2028 and 2029].
At the expiration of such period, if the Parties do not reach an agreement to approve: (i) the update of the business plan, the latest business plan in effect will automatically apply, provided it is adjusted by the applicable annual inflation; and/or (ii) the update of the budget, the latest budget in effect will automatically apply with a [10%] increase.
Management shall be responsible for preparing the business plan and budget, as well as any amendments thereto, and shall submit them to the Board of Directors for review.
The Board of Directors shall approve, subject to supermajority rights, (i) the initial business plan and budget, (ii) any amendments thereto while in effect, and (iii) new business plans and budgets at the end of each period.
If the Company is unable to finance the execution of the business plan with its own resources or external financing, the shareholders must approve a capital increase by new contributions up to the necessary amount.| The business plan and initial budget shall apply for the fiscal years [2026, 2027, 2028 and 2029]. |
| :--- |
| At the expiration of such period, if the Parties do not reach an agreement to approve: (i) the update of the business plan, the latest business plan in effect will automatically apply, provided it is adjusted by the applicable annual inflation; and/or (ii) the update of the budget, the latest budget in effect will automatically apply with a [10%] increase. |
| Management shall be responsible for preparing the business plan and budget, as well as any amendments thereto, and shall submit them to the Board of Directors for review. |
| The Board of Directors shall approve, subject to supermajority rights, (i) the initial business plan and budget, (ii) any amendments thereto while in effect, and (iii) new business plans and budgets at the end of each period. |
| If the Company is unable to finance the execution of the business plan with its own resources or external financing, the shareholders must approve a capital increase by new contributions up to the necessary amount. |
10. Minimum percentage re: Supermajority Rights 10. 超级多数表决权的最低持股比例要求
[20]%. In the event that a Party reduces its participation in the Company to under [20]%, the supermajority rights set forth in paragraph 11 below shall not apply to such Party. [20]% 若某一方将其在公司的持股比例降至[20]%以下，则下文第 11 条规定的超级多数权利将不再适用于该方。
11. Supermajority Rights 11. 超级多数权利
The adoption of the following resolutions at the level of the Shareholders Meeting and/or Board of Directors of the Company, as applicable, shall require the favorable vote of the Choy Shareholders or of all the directors appointed by them, as applicable: 公司股东大会和/或董事会（视情况而定）通过以下决议时，需获得 Choy 股东或其委派的所有董事（视情况而定）的赞成票：
designations of the Chairman and Vice-Chairman of the Board of Directors will alternate, respectively and successively, between the Choy Shareholders and the New Shareholder at the beginning of each new term of the Board of Directors. In the event that the shareholder responsible for making the appointment fails to do so, the Chairman or Vice-Chairman shall be appointed or replaced by a simple majority vote of the Board of Directors.
7. Executive Management and Senior Managers "The initial Chief Executive Officer shall be appointed by the Choy Shareholders and shall remain in office for [2] years and then shall be reappointed or replaced using the supermajority rights set forth in paragraph 11 below.
The Senior Managers shall be (i) the Chief Financial Officer, (ii) the Chief Commercial Officer; and, (iii) the Chief Operating Officer, who shall remain in their respective positions for [3] years. They shall be appointed, reappointed or replaced, as appropriate, applying the supermajority rights set forth in paragraph 11 below."
8. Remuneration of the Chief Executive Officer and Senior Managers As set forth in the Company's business plan and budget.
9. Business Plan and Budget "The business plan and initial budget shall apply for the fiscal years [2026, 2027, 2028 and 2029].
At the expiration of such period, if the Parties do not reach an agreement to approve: (i) the update of the business plan, the latest business plan in effect will automatically apply, provided it is adjusted by the applicable annual inflation; and/or (ii) the update of the budget, the latest budget in effect will automatically apply with a [10%] increase.
Management shall be responsible for preparing the business plan and budget, as well as any amendments thereto, and shall submit them to the Board of Directors for review.
The Board of Directors shall approve, subject to supermajority rights, (i) the initial business plan and budget, (ii) any amendments thereto while in effect, and (iii) new business plans and budgets at the end of each period.
If the Company is unable to finance the execution of the business plan with its own resources or external financing, the shareholders must approve a capital increase by new contributions up to the necessary amount."
10. Minimum percentage re: Supermajority Rights [20]%. In the event that a Party reduces its participation in the Company to under [20]%, the supermajority rights set forth in paragraph 11 below shall not apply to such Party.
11. Supermajority Rights The adoption of the following resolutions at the level of the Shareholders Meeting and/or Board of Directors of the Company, as applicable, shall require the favorable vote of the Choy Shareholders or of all the directors appointed by them, as applicable:| | designations of the Chairman and Vice-Chairman of the Board of Directors will alternate, respectively and successively, between the Choy Shareholders and the New Shareholder at the beginning of each new term of the Board of Directors. In the event that the shareholder responsible for making the appointment fails to do so, the Chairman or Vice-Chairman shall be appointed or replaced by a simple majority vote of the Board of Directors. |
| :--- | :--- |
| 7. Executive Management and Senior Managers | The initial Chief Executive Officer shall be appointed by the Choy Shareholders and shall remain in office for [2] years and then shall be reappointed or replaced using the supermajority rights set forth in paragraph 11 below. <br> The Senior Managers shall be (i) the Chief Financial Officer, (ii) the Chief Commercial Officer; and, (iii) the Chief Operating Officer, who shall remain in their respective positions for [3] years. They shall be appointed, reappointed or replaced, as appropriate, applying the supermajority rights set forth in paragraph 11 below. |
| 8. Remuneration of the Chief Executive Officer and Senior Managers | As set forth in the Company's business plan and budget. |
| 9. Business Plan and Budget | The business plan and initial budget shall apply for the fiscal years [2026, 2027, 2028 and 2029]. <br> At the expiration of such period, if the Parties do not reach an agreement to approve: (i) the update of the business plan, the latest business plan in effect will automatically apply, provided it is adjusted by the applicable annual inflation; and/or (ii) the update of the budget, the latest budget in effect will automatically apply with a [10%] increase. <br> Management shall be responsible for preparing the business plan and budget, as well as any amendments thereto, and shall submit them to the Board of Directors for review. <br> The Board of Directors shall approve, subject to supermajority rights, (i) the initial business plan and budget, (ii) any amendments thereto while in effect, and (iii) new business plans and budgets at the end of each period. <br> If the Company is unable to finance the execution of the business plan with its own resources or external financing, the shareholders must approve a capital increase by new contributions up to the necessary amount. |
| 10. Minimum percentage re: Supermajority Rights | [20]%. In the event that a Party reduces its participation in the Company to under [20]%, the supermajority rights set forth in paragraph 11 below shall not apply to such Party. |
| 11. Supermajority Rights | The adoption of the following resolutions at the level of the Shareholders Meeting and/or Board of Directors of the Company, as applicable, shall require the favorable vote of the Choy Shareholders or of all the directors appointed by them, as applicable: |
(i)
Merger, spin-off, transformation, reorganization, redomiciliation, dissolution and/or liquidation of the Company. 公司合并、分立、转型、重组、迁册、解散及/或清算。
(iii)
Amendments to the Company's bylaws. 修改公司章程。
(v)
Approval or amendments to the business plan, strategic plan or similar plans of the Company. 对公司商业计划、战略计划或类似计划的批准或修订。
(vi) (六)
Approval or modifications to the annual budget or operating budget of the Company. 对公司年度预算或运营预算的批准或修改。
(vii) (七)
Approval or modifications to the dividend policy or its distribution in terms different from those agreed under the Agreement. 批准或以不同于协议约定的方式修改股息政策或其分配方案。
(viii)
Acquisition by the Company of shares issued by 公司收购由...发行的股份
(ix)
Incurrence of indebtedness in any individual instance exceeding US$[•] or, in the aggregate, exceeding the indebtedness limit of [•], except as provided in the Company's business plan. 在任何单项情况下产生的债务超过[•]美元，或累计超过[•]债务限额的，除非公司业务计划中另有规定。
(xi) (十一)
Granting loans, credits or other credit facilities to any third party for an individual amount exceeding US$[•] and/or outside the ordinary course of business, except as provided in the Company's business plan. 向任何第三方提供单项金额超过[•]美元和/或超出正常业务范围的贷款、信贷或其他信贷便利，除非公司业务计划中另有规定。
(xii) (十二)
Acquire assets, companies or carry out operations outside the ordinary course of the Company's business. 收购资产、公司或开展超出公司正常业务范围以外的运营活动。
(xiii)
Dispose of or encumber assets for an individual amount exceeding US$[•] or that in the aggregate exceed US$[•]. 处置或抵押单项金额超过[•]美元或累计超过[•]美元的资产。
(xiv)
Transactions with affiliates, directors, managers or employees of the Company (as well as their relatives) that are not carried out at arm's length and within the ordinary course of business or that imply annual disbursements by the Company that exceed US$[•]. 与公司关联方、董事、经理或员工（及其亲属）进行的非公允交易或超出正常业务范围，或导致公司年度支出超过[•]美元的交易。
(xv)
Company. 公司。
(xvi)
Approve any agreement to issue debentures in general, including bonds, convertible debt instruments, short-term instruments or other types or modalities of debt instruments or other securities, except as set forth in the Company's business plan. 批准公司发行任何债券的协议，包括债券、可转换债务工具、短期票据或其他类型或形式的债务工具或其他证券，但公司业务计划中另有规定的除外。
(xvii)
Approval, reduction or modification of any type of compensation, remuneration or retribution of the Board of Directors or the management of the Company included in the Agreement and/or the business plan or budget of the Company, respectively. 批准、削减或修改协议和/或公司业务计划或预算中规定的董事会或公司管理层的任何形式的薪酬、报酬或补偿。
(xviii)
(xix) （十九）
Appointment or removal of the Chief Executive Officer and the Chief Financial Officer. 任命或解聘首席执行官及首席财务官。
(xx) （二十）
Delegation of any of the foregoing resolutions to the Board of Directors or granting powers of attorney to any person to perform acts of representation by virtue of which any of the foregoing acts may be performed. 将前述任何决议事项授权予董事会执行，或向任何人授予代理权以实施代表行为，藉此完成前述任何事项。
(i) Merger, spin-off, transformation, reorganization, redomiciliation, dissolution and/or liquidation of the Company.
(iii) Amendments to the Company's bylaws.
(v) Approval or amendments to the business plan, strategic plan or similar plans of the Company.
(vi) Approval or modifications to the annual budget or operating budget of the Company.
(vii) Approval or modifications to the dividend policy or its distribution in terms different from those agreed under the Agreement.
(viii) Acquisition by the Company of shares issued by
(ix) Incurrence of indebtedness in any individual instance exceeding US$[•] or, in the aggregate, exceeding the indebtedness limit of [•], except as provided in the Company's business plan.
(xi) Granting loans, credits or other credit facilities to any third party for an individual amount exceeding US$[•] and/or outside the ordinary course of business, except as provided in the Company's business plan.
(xii) Acquire assets, companies or carry out operations outside the ordinary course of the Company's business.
(xiii) Dispose of or encumber assets for an individual amount exceeding US$[•] or that in the aggregate exceed US$[•].
(xiv) Transactions with affiliates, directors, managers or employees of the Company (as well as their relatives) that are not carried out at arm's length and within the ordinary course of business or that imply annual disbursements by the Company that exceed US$[•].
(xv) Company.
(xvi) Approve any agreement to issue debentures in general, including bonds, convertible debt instruments, short-term instruments or other types or modalities of debt instruments or other securities, except as set forth in the Company's business plan.
(xvii)
Approval, reduction or modification of any type of compensation, remuneration or retribution of the Board of Directors or the management of the Company included in the Agreement and/or the business plan or budget of the Company, respectively.
(xviii)
(xix) Appointment or removal of the Chief Executive Officer and the Chief Financial Officer.
(xx)
Delegation of any of the foregoing resolutions to the Board of Directors or granting powers of attorney to any person to perform acts of representation by virtue of which any of the foregoing acts may be performed.
| | (i) | Merger, spin-off, transformation, reorganization, redomiciliation, dissolution and/or liquidation of the Company. |
| :--- | :--- | :--- |
| | (iii) | Amendments to the Company's bylaws. |
| | (v) | Approval or amendments to the business plan, strategic plan or similar plans of the Company. |
| | (vi) | Approval or modifications to the annual budget or operating budget of the Company. |
| | (vii) | Approval or modifications to the dividend policy or its distribution in terms different from those agreed under the Agreement. |
| | (viii) | Acquisition by the Company of shares issued by |
| | (ix) | Incurrence of indebtedness in any individual instance exceeding US$[•] or, in the aggregate, exceeding the indebtedness limit of [•], except as provided in the Company's business plan. |
| | (xi) | Granting loans, credits or other credit facilities to any third party for an individual amount exceeding US$[•] and/or outside the ordinary course of business, except as provided in the Company's business plan. |
| | (xii) | Acquire assets, companies or carry out operations outside the ordinary course of the Company's business. |
| | (xiii) | Dispose of or encumber assets for an individual amount exceeding US$[•] or that in the aggregate exceed US$[•]. |
| | (xiv) | Transactions with affiliates, directors, managers or employees of the Company (as well as their relatives) that are not carried out at arm's length and within the ordinary course of business or that imply annual disbursements by the Company that exceed US$[•]. |
| | (xv) | Company. |
| | (xvi) | Approve any agreement to issue debentures in general, including bonds, convertible debt instruments, short-term instruments or other types or modalities of debt instruments or other securities, except as set forth in the Company's business plan. |
| | (xvii) | |
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| | | Approval, reduction or modification of any type of compensation, remuneration or retribution of the Board of Directors or the management of the Company included in the Agreement and/or the business plan or budget of the Company, respectively. |
| | (xviii) | |
| | (xix) | Appointment or removal of the Chief Executive Officer and the Chief Financial Officer. |
| | (xx) | |
| | | Delegation of any of the foregoing resolutions to the Board of Directors or granting powers of attorney to any person to perform acts of representation by virtue of which any of the foregoing acts may be performed. |
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^(1){ }^{1} NTD: Please consider that the Choy Shareholders are willing to retain at least 40%40 \% of the representative common stock of the Company. ^(1){ }^{1} 注意：请考虑蔡氏股东愿意保留公司至少 40%40 \% 的代表性普通股。 ^(2){ }^{2} NTD: Please consider that a proposal should be included which requires to be consistent with directors remunerations in companies of the same industry in Peru. ^(2){ }^{2} 注意：提案中应包含要求与秘鲁同行业公司董事薪酬保持一致的规定。