Ab&B Bio-Tech CO., LTD. JS — Proxy Solicitation & Information Statement 2026

May 8, 2026

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Ab&B Bio-Tech CO., LTD. JS, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

中華集物

Ab&B Bio-Tech

Ab&B Bio-Tech CO., LTD. JS

江蘇中華元通生物科技股份有限公司

(A joint stock company established in the People's Republic of China with limited liability)

(Stock Code: 2627)

(1) ABOLITION OF THE SUPERVISORY COMMITTEE
(2) AMENDMENTS TO THE ARTICLES OF ASSOCIATION
(3) AMENDMENTS TO CERTAIN INTERNAL CORPORATE GOVERNANCE POLICIES
(4) APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
(5) APPOINTMENT OF AUDITOR

AND

(6) NOTICE OF EGM

A letter from the Board is set out on pages 3 to 12 of this circular.

The notice convening the EGM to be held at No. 32, Xinglin Road, Medical High-tech Zone, Taizhou, Jiangsu, PRC, on Wednesday, May 27, 2026 at 10 a.m. by the Company with attendance and participation both on-site and online via the eVoting Portal is set out in this circular. A form of proxy for use at the EGM is enclosed herewith and also published on both the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (www.abbbio.com).

If you intend to appoint a proxy to attend the meeting, you are requested to complete, sign and return the enclosed form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the meeting (i.e. not later than 10 a.m. on Tuesday, May 26, 2026) or any adjournment thereof (as the case may be). Completion, signing and return of the form of proxy will not preclude you from attending and voting in person or online through the eVoting Portal at the EGM or any adjournment thereof.

References to time and dates in this circular are to Hong Kong time and dates.

May 7, 2026

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CONTENTS

Page

DEFINITIONS... 1
LETTER FROM THE BOARD... 3
APPENDIX I DETAILS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION... 13
NOTICE OF EGM... 54

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"Articles of Association"
the articles of association of our Company, as amended, supplemented or otherwise modified from time to time;

"Audit Committee"
the audit committee of the Company;

"Board"
the board of Directors;

"Company"
Ab&B Bio-Tech CO., LTD. JS (江蘇中慧元通生物科技股份有限公司), a limited liability company established in the PRC on October 28, 2015, and converted into a joint stock limited liability company in the PRC on March 10, 2022, the H Shares of which are listed on the Main Board of the Stock Exchange (stock code: 2627);

"Director(s)"
the director(s) of the Company;

"EGM"
the first extraordinary general meeting of 2026 of the Company or any adjournment thereof to be held at No. 32, Xinglin Road, Medical High-tech Zone, Taizhou, Jiangsu, PRC, on Wednesday, May 27, 2026 at 10 a.m. with attendance and participation both on-site and online via the eVoting Portal;

"Group", "we", or "our"
the Company and its subsidiary;

"H Share(s)"
overseas listed foreign share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is/are listed on the Main Board of the Stock Exchange and subscribed for and traded in Hong Kong dollars;

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC;

"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

"PRC"
the People's Republic of China and for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region and Taiwan;

"PRC Company Law"
the Company Law of the PRC;

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DEFINITIONS
“Prism”	Prism Hong Kong Limited;
“RMB”	Renminbi, the lawful currency of the PRC;
“Share(s)”	ordinary share(s) of RMB1.00 each in the capital of the Company comprising the Unlisted Shares and the H Shares;
“Shareholder(s)”	holder(s) of Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“subsidiary(ies)”	has the meaning ascribed to it under the Listing Rules;
“Supervisory Committee”	the supervisory committee of the Company; and
“Unlisted Share(s)”	ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are not listed or traded on any stock exchange.

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LETTER FROM THE BOARD

中華國際大學

Ab&B Bio-Tech CO., LTD. JS

江蘇中華大學國際大學科技股份有限公司

(A joint stock company established in the People's Republic of China with limited liability)

(Stock Code: 2627)

Executive Directors:

Mr. An Youcai (Chairman)

Ms. Li Runxiang

Mr. He Yiming

Non-executive Directors:

Mr. Cheng Qianwen

Mr. Yu Jianlin

Mr. Du Mu

Independent Non-executive Directors:

Mr. Li Xiangming

Mr. Li Jianjun

Mr. Chen Chengbei

Registered office and headquarter in the PRC:

No. 32, Xinglin Road

Medical High-tech Zone

Taizhou, Jiangsu

PRC

Principal Place of Business in Hong Kong:

40th Floor, Dah Sing Financial Centre

248 Queen's Road East

Wanchai

Hong Kong

To the Shareholders

Dear Sir/Madam,

(1) ABOLITION OF THE SUPERVISORY COMMITTEE

(2) AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(3) AMENDMENTS TO CERTAIN INTERNAL CORPORATE GOVERNANCE POLICIES

(4) APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

(5) APPOINTMENT OF AUDITOR

AND

(6) NOTICE OF EGM

I. INTRODUCTION

The purpose of this circular is to provide you with the notice of the EGM and information in respect of the resolutions to be proposed at the EGM, so as to enable you to make an informed decision as to whether to vote in favor of or against such resolutions at the EGM.

At the EGM, two special resolutions will be proposed to consider and approve (i) the abolition of the supervisory committee, and (ii) subject to the passing of the abolition of the supervisory committee, the Proposed Amendments to the Articles of Association; three

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LETTER FROM THE BOARD

ordinary resolutions will be proposed to consider and approve (i) subject to the passing of the Proposed Amendments to the Articles of Association, the amendment of certain internal corporate governance policies of the Company, (ii) subject to the passing of Proposed Amendments to the Articles of Association, the appointment of Ms. LUI Mei Ka as independent non-executive Director, and (iii) the appointment of Prism as the auditors of the Company and authorization of the Board to fix their remuneration.

In order to enable you to have a better understanding of the resolutions to be proposed at the EGM and to make an informed decision in the circumstances where sufficient and necessary information is available, we have provided detailed information in this circular to the Shareholders.

II. MATTERS TO BE RESOLVED AT THE EGM

1. Abolition of the Supervisory Committee

Reference is made to the announcement of the Company dated April 19, 2026 in respect of the proposed abolition of the supervisory committee of the Company.

Pursuant to the PRC Company Law and other applicable laws, regulations and normative documents, and having regard to the actual circumstances of the Company, the Board shall propose a special resolution to abolish the Supervisory Committee subject to the consideration and approval by the Shareholders. The functions and powers of the Supervisory Committee as stipulated under the PRC Company Law will be assumed by the Audit Committee of the Company. Accordingly, the existing positions of the supervisors will be terminated, and the rules of procedures for the Supervisory Committee meetings of the Company and other rules and provisions relating to the Supervisory Committee will be abolished.

2. Amendments to the Articles of Association

Reference is made to the announcements of the Company dated April 19, 2026 and April 24, 2026 in respect to the Proposed Amendments to the Articles of Association ("Proposed Amendments to the Articles of Association").

Having regard to the actual circumstances and needs of the Company, and the relevant regulatory requirements, subject to the passing of the resolution under the subtitle "Abolition of the Supervisory Committee", the Board shall propose to amend the Articles of Association for the purposes of, among others, (i) updating and bringing the Articles of Association in line with the latest regulatory requirements under the PRC Company Law and the other relevant laws and regulations, in particular to reflect the proposed Abolition of the Supervisory Committee; (ii) adjusting the Board composition from three independent non-executive Directors to at least three independent non-executive Directors to improve the Group's internal control; (iii) better aligning the Articles of Association with the actual circumstances and needs of the Company; and (iv) other housekeeping changes (e.g. textual clean-ups, numbering updates and other refinements).

Details of the Proposed Amendments to the Articles of Association are set out in Appendix I to this circular and shall take effect upon consideration and approval by the Shareholders by way of special resolution at the EGM. The English version of the Proposed Amendments to the Articles of Association set out in the Appendix I to this circular is an unofficial translation of its Chinese version and is for reference only. In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.

The Hong Kong legal advisors of the Company, have confirmed that the Proposed Amendments to the Articles of Association comply with the relevant provisions of the Listing Rules. The PRC legal advisors of the Company, have confirmed that the Proposed Amendments to the Articles of Association comply with the relevant provisions under the laws of the PRC. The Company confirms that there is nothing unusual about the Proposed Amendments to the Articles of Association for a company listed in Hong Kong.

3. Amendment of Certain Internal Corporate Governance Policies

Subject to the passing of the resolution under the subtitle “Amendments to the Articles of Association”, and in light of the above proposed abolition of the supervisory committee and in order to align with the Proposed Amendments to the Articles of Association, the Board proposed to amend the Rules of Procedure for Shareholders’ Meetings (《股東會議事規則》), Rules of Procedure for Board Meetings (《董事會議事規則》), Connected Transaction Management System (《關連交易管理制度》), External Guarantee Management System (《對外擔保管理制度》), Working System for Independent Non-Executive Directors (《獨立非執行董事工作制度》), Information Disclosure Management System (《信息披露管理制度》) of the Company accordingly.

The proposed amendments to the aforementioned internal corporate governance measures of the Company shall be subject to the passing of an ordinary resolution by the Shareholders at the EGM, and will become effective upon the approval by the Shareholders at the EGM.

4. Appointment of Independent Non-executive Director

Reference is made to the announcement of the Company dated April 24, 2026 in relation to the nomination of an independent non-executive Director candidate. Subject to the passing of the resolution under the subtitle “Amendments to the Articles of Association”, an ordinary resolution will be proposed at the EGM to consider and approve the election of an independent non-executive Director.

The Board has considered and approved the nomination of Ms. LUI Mei Ka (“Ms. Lui”) as a candidate for independent non-executive Director of the second session of the Board. The term of office of Ms. Lui shall commence from the date of approval by the EGM and shall expire upon the expiration of the term of office of the second session of the Board, subject to re-election upon the expiration of her term of office.

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The biography of Ms. Lui is set out below:

Ms. Lui, aged 41, has over 20 years of experience in financial management and corporate finance. From May 2016 to July 2018, she was the chief financial officer and company secretary of GR Life Style Company Limited (國銳生活有限公司) (stock code: 108), a company listed on the Main Board of the Stock Exchange and which is engaged in property development and investment. From March 2014 to May 2016, she was the company secretary and financial controller of LT Commercial Real Estate Limited (勒泰商業地產有限公司), a company previously listed on the Main Board of the Stock Exchange under the stock code 112, which was engaged in property development and investment. Prior to that, Ms. Lui had about seven years of experience in auditing and accounting at Deloitte Touche Tohmatsu from September 2006 to March 2014.

Currently, Ms. Lui serves as a managing director at Merit Corporate Services Company Limited (適力企業服務有限公司). Since September 2024, Ms. Lui has been an independent non-executive director of China Tontine Wines Group Limited (中國通天酒業集團有限公司) (stock code: 389), a company listed on the Main Board of the Stock Exchange. Since September 2023, Ms. Lui has been an independent non-executive director of GoFintech Quantum Innovation Limited (國富量子創新有限公司) (stock code: 290), a company listed on the Main Board of the Stock Exchange. Since September 2018, Ms. Lui has been the chief financial officer and a joint company secretary of Feiyu Technology International Company Limited (飛魚科技國際有限公司) (stock code: 1022), a company listed on the Main Board of the Stock Exchange. Since April 2017, Ms. Lui has also been an independent non-executive director of China Tangshang Holdings Limited (中國唐商控股有限公司) (stock code: 674), a company listed on the Main Board of the Stock Exchange.

Ms. Lui graduated from The Chinese University of Hong Kong with a degree in Bachelor of Business Administration in 2006 and is currently a member of the Hong Kong Institute of Certified Public Accountants.

As at the date of this circular and save as disclosed above, Ms. Lui confirmed that (1) she has not held any other directorships in other listed public companies in the past three years, and does not hold any other major appointments or professional qualifications; (2) she does not hold any other position in the Company or its subsidiary; (3) she does not have any relationships with any directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company or its subsidiary; (4) she does not hold any interest in the shares of the Company within the meaning of Part XV of the Hong Kong Securities and Futures Ordinance; and (5) there is no other information that needs to be disclosed pursuant to the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules, nor is there any other matter relating to her appointment that needs to be brought to the attention of the Shareholders. Ms. Lui further confirmed that (1) she complies with each of the independence criteria referred to in Rule 3.13(1) to (8) of the Listing Rules; (2) she has no past or present financial or other interest in the business of the Company or its subsidiary or any connection with any core connected person (as defined in the Listing Rules) of the Company; and (3) there are no other

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factors that may affect her independence at the time of her nomination of independent non-executive director. The Board considers that she meets the requirements of independence as set out in Rule 3.13 of the Listing Rules.

The Nomination Committee of the Board has reviewed and assessed the background, professional skills and experience of Ms. Lui and taken into account such factors including but not limited to age, culture, educational background and other relevant factors, in respect of the board diversity policy. The Nomination Committee of the Board considers that, as set out in Ms. Lui’s biographical details, she possesses accounting and other working experiences necessary to perform the duties of independent non-executive Director, has the ability to provide independent, balanced and objective advice on corporate matters, and to bring her personal views, skills and experiences to the Board, while complying with the board diversity policy adopted by the Company. Therefore, her election as an independent non-executive Director is in the best interests of the Company and its Shareholders as a whole.

The Company will enter into a director service contract with Ms. Lui. During her term of office, Ms. Lui will receive allowance from the Company in the amount of RMB120,000 per annum in accordance with the Remuneration Plan for the Second Session of the Board, which has been approved at the general meeting of the Company.

5. Appointment of Auditor

Reference is made to the announcement of the Company dated April 24, 2026 in respect to the proposed change of auditor of the Company. In view of the vacancy in the office of auditor of the Company following the resignation of Deloitte Touche Tohmatsu, the Board has resolved, with the recommendation of the Audit Committee, to propose an ordinary resolution at the EGM to appoint Prism as the new auditor of the Company with effect from the date of approval by EGM, and to hold office until the conclusion of the next annual general meeting of the Company (the “Proposed Appointment of Auditor”), and to authorize the Board to fix their remuneration.

In evaluating the appointment of Prism, the Audit Committee has had regard to the guidelines issued by the Accounting and Financial Reporting Council (“AFRC”), including section 2 of the Guidelines for Effective Audit Committees – Selection, Appointment and Reappointment of Auditors published by the AFRC in December 2021. The Audit Committee has come to its recommendation, having assessed the qualifications, experience, independence, fee quotation, resources, manpower, timetable and scope of services of Prism, amongst various audit candidate firms, based on information provided and interviews with each candidate firm. The Board (after due consideration of the Audit Committee’s recommendation) and the Audit Committee have resolved to propose the appointment of Prism as auditor of the Company to its Shareholders after taking into account the key factors set out below.

Competence (including industry knowledge), leadership and team resources, scope and audit approach

Prism is an independent accounting firm headquartered in Hong Kong with more than 150 professionals (including over 30 qualified accountants) across its Hong Kong and Mainland China offices, with each of its partners having over 15 years of audit experience. Prism has confirmed that it currently provides audit services to more than 70 companies listed on the Stock Exchange, including listed companies in sectors directly relevant to the Company, including biotech, pharmaceutical and healthcare companies listed on the Stock Exchange, such as ETHK Labs Inc. (1931.HK) and Jilin Province Huinan Changlong Bio-pharmacy Company Limited (8049.HK).

The proposed core engagement team comprises an engagement partner and an engagement quality control reviewer who are members of Hong Kong Institute of Certified Public Accountants ("HKICPA") and have 20 years and over 10 years of audit experience respectively, including audit and related experience (including initial public offerings and cross border engagements) and complex audit engagements that involved relatively prolonged suspension of trading of the relevant listed issuer's securities. The engagement partner has also confirmed that he has industry relevant experience in biotech, pharmaceutical and healthcare companies referred to above. They are to lead a team comprising a senior manager that holds Chinese Institute of Certified Public Accountants ("CICPA") certifications with over 10 years of listed company audit experience and other audit professionals who are CICPA student members, some of whom have over six years of Hong Kong listed company audit experience. Prism has confirmed that they implement in their audit process with documented evidence to ensure traceability from initial planning to audit completion and regulatory responsiveness for quality control and promotes a culture committed to audit quality, professional skepticism and legal and regulatory compliance.

Prism has provided a scope of audit and approach provides for additional audit procedures in light of the matters disclosed in the Announcements and plans to perform additional audit procedures for the first year audit, in addition to those covering the Group's business and operations on a structured and risk-based approach, including collaboration with component auditors and independent valuers, encompassing a multifaceted examination that includes risk assessment and internal control evaluation, substantive examination of audit evidence, revenue recognition and contractual analysis and areas of audit focus including impairment of expected credit losses, estimation of refund liabilities, allowance of inventories and estimated impairment of property plant and machinery, rights of use assets and intangible assets. The Audit Committee has also noted that in addition to their detailed proposals (including their commitment on reporting to the Audit Committee on audit planning, audit progress, significant financial reporting matters before final reporting in the absence of management), Prism has been responsive throughout the selection process in response to its enquiries.

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Based on the specific circumstances of the Group, management presentation of staffing levels of previous auditor, the planned involvement by Prism of independent values for impairment and allowance assessment processes, the planned internal reviews (and consideration of Audit Committee led reviews) in relation to the subject matter of the Announcements and their commitment to continue effective collaboration with the Audit Committee, the Board and the Audit Committee consider Prism and its proposed audit team have the competence (including industry knowledge), leadership and team resources and capabilities to properly undertake its audit engagement and the scope of audit and approach to be appropriate. In addition, the Audit Committee considers that Prism's proposed communication strategy is appropriately transparent and consistent with best practices for corporate governance and regulatory compliance.

Compliance with relevant ethical requirements, risk assessment and ongoing monitoring processes

Prism has confirmed that it maintains comprehensive independence policies aligned with the Code of Ethics for Professional Accountants issued by the HKICPA, including annual independence confirmations, a restricted entity list and periodic internal inspections, and implements continuous monitoring mechanism for quality control, and also internal inspections, ongoing independence monitoring and continuing professional development programs as part of a continuous quality control framework.

The Board and the Audit Committee have noted the public reprimand and pecuniary penalties imposed by the AFRC on Prism (and certain individuals) as set out in AFRC's press release dated September 11, 2025 in its interview with Prism in relation to engagement-related incidents that took place during 2023. Prism has confirmed that it has implemented remedial actions to address the identified deficiency, including enhanced registration workflows, tightened supervision and targeted training for core engagement members to ensure that the engagement partner and engagement quality control reviewer are qualified during the acceptance process, and that following the AFRC's post-review in late 2025, the AFRC has concluded that Prism's internal quality controls were satisfactory.

Based on the foregoing, the Board and Audit Committee consider that Prism has in place a structured monitoring framework to support ongoing compliance and quality and is competent to be appointed as auditor of the Company notwithstanding the published AFRC disciplinary decisions.

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Proposed timetable with expected dates

Prism has proposed to the Audit Committee the timeline for the audit, estimating that the 2025 Audit would be completed by the end of June 2026, based on the indicative timetable which is subject to completion of audit procedures and the findings of the Audit Committee led reviews. Details of the proposed audit timetable for the 2025 Audit are as follows:

Engagement acceptance/independence confirmation: Late April – early May 2026

Audit planning (with management and Audit Committee respectively) and onsite and remote field work to commence: Early to mid-May 2026

Audit reporting and preparation of auditors’ report (after considering internal and Audit Committee led reviews, based on indicative time required, in relation to the subject matter of the Announcements) to commence: Mid-June 2026

Proposed remuneration

The proposed audit fee is estimated at RMB2.4 million, taking into account the actual circumstances of the Company (with the assumption that the corporate structure and core business of the Group remains unchanged since the Company’s listing, apart from the matters that are the subject of the Company’s announcement dated April 14, 2026, the indicative time required for workstreams of external professionals involved and the level of professional responsibility to be assumed, the degree of professional and technical expertise required, and the seniority, experience and time commitment of the personnel involved in the audit engagement).

III. THE EGM

The EGM will be held at 10 a.m. on Wednesday, May 27, 2026 at No. 32, Xinglin Road, Medical High-tech Zone, Taizhou, Jiangsu, PRC, by the Company with attendance and participation both on-site and online via the eVoting Portal. The notice convening the EGM is set out on pages 54 to 56 and published on the websites of the Stock Exchange (https://www.hkexnews.hk) and the Company (www.abbbio.com).

Shareholders may attend the EGM (or any adjournment thereof) online through the eVoting Portal using the personalized login credentials provided by the Company’s share registrar, Tricor Investor Services Limited, by post. Shareholders attending the EGM through the eVoting Portal will be able to vote and submit questions relevant to the proposed resolution online. Shareholders participating in the EGM virtually will also be counted towards the quorum. For beneficial owners or non-registered Shareholders whose Shares are held in the Central Clearing and Settlement System (CCASS) through banks, brokers, custodians or HKSCC Nominees Limited who wish to virtually attend the EGM, vote and submit questions relevant to the proposed resolution online, they should (i) contact and instruct their banks,

brokers, custodians or HKSCC Nominees Limited that they want to attend the EGM, vote and submit questions online; and (ii) provide their email address to their banks, brokers, custodians or HKSCC Nominees Limited before the time limit required by the relevant banks, brokers, custodians or HKSCC Nominees Limited for the necessary arrangements and the personalized login credentials will be sent to the email address provided by the banks, brokers, custodians or HKSCC Nominees Limited.

IV. CLOSURE OF REGISTER OF MEMBERS

In order to determine the list of Shareholders who are entitled to attend the EGM, the register of members of the Company will be closed from Thursday, May 21, 2026 to Wednesday, May 27, 2026, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the EGM, holders of the H shares whose transfers have not been registered shall deposit all transfer documents accompanied by the relevant share certificates at the Company's H share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Wednesday, May 20, 2026 for registration.

Shareholders whose names appear on the Company's register of members on Wednesday, May 27, 2026 are entitled to attend the EGM and vote thereat.

V. PROXY ARRANGEMENT

The form of proxy of the EGM is published on the websites of the Stock Exchange and the Company.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the form of proxy of the EGM in accordance with the instructions stated thereon. The form of proxy should be returned to the Company's H Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for holders of H shares), no later than 24 hours before the time appointed for holding the Meeting or any adjournment thereof (i.e. not later than 10 a.m. on Tuesday, May 26, 2026). Completion, signing and return of the form of proxy will not preclude you from attending and voting in person at the EGM if you so wish. In such event, your form of proxy will be deemed to have been revoked.

VI. VOTING BY POLL

In accordance with Rule 13.39(4) of the Listing Rules and the Articles of Association, any vote of Shareholders at the general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company shall publish the poll results announcement in the manner prescribed under Rule 13.39(5) of the Listing Rules. Accordingly, the chairman of the EGM will exercise his or her power under the Articles of Association to demand a poll in relation to all the proposed resolutions at the EGM.

None of the Shareholders are required to abstain from voting on the proposed resolutions at the EGM.

VII. RECOMMENDATION

The Board of Directors considers that all the resolutions proposed at the EGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board of Directors recommends the Shareholders to vote in favor of these proposed resolutions at the EGM.

By order of the Board

Ab&B Bio-Tech CO., LTD. JS

Mr. AN Youcai

Executive Director, chairman of our

Board and general manager

Hong Kong, May 7, 2026

APPENDIX I DETAILS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The details of proposed amendments to the Articles of Association are as follows:

Comparison Table of Amendments to the Articles of Association

The principal amendments are set out below:

Before Amendment	After Amendment
	Deletions are indicated by strikethrough, and amendments are indicated in bold and underline.
	Throughout the document, all references to the “Supervisory Committee” are replaced with the “Audit Committee”; references to “supervisors” are deleted; and the contents of “Chapter 7 Supervisory Committee” of the original Articles of Association are removed.
Article 3 As filed with the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) on June 25, 2025 and approved by The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Stock Exchange”) on August 8, 2025, the Company made an initial public offering of 33,442,600 overseas-listed foreign-invested shares (hereinafter referred to as “H Shares”), which were listed on the Main Board of the Hong Kong Stock Exchange on August 11, 2025.	Article 3 As filed with the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) on June 25, 2025 and approved by The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Stock Exchange”) on August 8, 2025, the Company made an initial public offering of 33,442,600 overseas-listed foreign-invested shares (hereinafter referred to as “H Shares”), which were, The Company listed on the Main Board of the Hong Kong Stock Exchange on August 11, 2025.
Article 8 The chairman of the Board of Directors shall be the Company’s legal representative.
Where the chairman of the Board who serves as the legal representative resigns, he/she shall be deemed to have resigned as the legal representative at the same time, and the Company shall appoint a new legal representative within thirty (30) days from the date of resignation of the legal representative.	Article 8 The chairman of the Board of Directors, being the director who executes the affairs of the Company on its behalf, shall be the Company’s legal representative.
Where the chairman of the Board director who serves as the legal representative resigns, he/she shall be deemed to have resigned as the legal representative at the same time, and the Company shall appoint a new legal representative within thirty (30) days from the date of resignation of the legal representative.

APPENDIX I DETAILS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendment	After Amendment
Newly added	Article 9 The legal consequences of civil activities conducted by the legal representative in the name of the Company shall be borne by the Company.

Any restriction on the authority of the legal representative under these Articles of Association or by the shareholders in general meeting shall not be enforceable against a bona fide counterparty.

Where the legal representative, in the course of performing his or her duties, causes damage to others, the Company shall bear the civil liability. After assuming such civil liability, the Company may, in accordance with the law or these Articles of Association, seek recourse against the legal representative at fault. |
| Article 9 The entire capital of the Company are divided into shares of equal value. The shareholders are responsible for the Company to the extent of their subscribed Shares, and the Company is responsible for the Company’s debts with all its assets. | Article 910 The entire capital of the Company are divided into shares of equal value. The shareholders are responsible for the Company to the extent of their subscribed Shares, and the Company is responsible for the Company’s debts with all its assets. |
| Article 10 The Articles of Association shall, from the date on which they take effect, be the legally binding document that regulates the organization and activities of the Company and the relationship of rights and obligations between the Company and shareholders and among the shareholders, and shall be legally binding on the Company, shareholders, directors, supervisors and senior management personnel. Based on the Articles of Association, any shareholder may file a lawsuit against another shareholder, a director, a supervisor, the general manager, or any other senior management personnel of the Company. Any shareholder may bring a lawsuit against the Company, and the Company may bring a lawsuit against any shareholders, directors, supervisors, the general manager or any other senior management personnel. | Article 1011 The Articles of Association shall, from the date on which they take effect, be the legally binding document that regulates the organization and activities of the Company and the relationship of rights and obligations between the Company and shareholders and among the shareholders, and shall be legally binding on the Company, shareholders, directors, supervisors and senior management personnel. Based on the Articles of Association, any shareholder may file a lawsuit against another shareholder, a director, a supervisor, the general manager, or any other or senior management personnel of the Company. Any shareholder may bring a lawsuit against the Company, and the Company may bring a lawsuit against any shareholders, directors, supervisors, the general manager or any other or senior management personnel. |
| Article 11 For the purpose of the Articles of Association, other senior management personnel refer to the deputy general managers, the chief financial officer, and the secretary to the Board of the Company. | Article 1112 For the purpose of the Articles of Association, other senior management personnel refer to the general manager, the deputy general managers, the chief financial officer, and the secretary to the Board of the Company (if applicable). |

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Before Amendment	After Amendment
Article 15 The shares of the Company shall be issued in the registered form.

The shares issued domestically by the Company and subscribed in Renminbi shall be referred to as domestic shares. The shares issued overseas by the Company in accordance with the Trial Administrative Measures of Overseas Securities Offerings and Listings by Domestic Companies and other relevant regulations shall be referred to as foreign shares. The foreign shares listed at an overseas stock exchange shall be referred to as overseas-listed foreign shares. Shareholders holding domestic shares are called domestic shares shareholders. Shareholders holding foreign shares or overseas-listed foreign shares are called foreign shares shareholders. | Article 1516 The shares of the Company shall be issued in the registered form.

The shares issued domestically by the Company that are not listed on any domestic or overseas stock exchange are referred to as unlisted and subscribed in Renminbi shall be referred to as domestic shares.

The overseas-listed shares of issued overseas by the Company that are listed in Hong Kong are referred to as H Shares in accordance with the Trial Administrative Measures of Overseas Securities Offerings and Listings by Domestic Companies and other relevant regulations shall be referred to as foreign shares. The foreign shares listed at an overseas stock exchange shall be referred to as overseas-listed foreign shares. Shareholders holding domestic shares are called domestic shares shareholders. Shareholders holding foreign shares or overseas-listed foreign shares are called foreign shares shareholders. |
| Article 16 The issuance of shares by the Company shall be conducted in an open, fair and equitable manner. Shares of the same class shall rank pari passu in all respects.

Shares issued simultaneously and within the same class must be issued on the same conditions and at the same price. Any subscriber shall pay the same price per share.

The Company may offer its shares to domestic investors and overseas investors, subject to the registration or filing with the securities regulatory authorities of the State Council. | Article 1617 The issuance of shares by the Company shall be conducted in an open, fair and equitable manner. Shares of the same class shall rank pari passu in all respects.

Shares issued simultaneously and within the same class must be issued on the same conditions and at the same price. Any subscriber shall pay the same price per share.

The Company may offer its shares to domestic investors and overseas investors, subject to the registration or filing with the securities regulatory authorities of the State Council. |
| Article 17 All the shares issued by the Company shall be denominated in RMB, and each share has a par value of RMB1. | Article 1718 All the par value shares issued by the Company shall be denominated in RMB, and each share has a par value of RMB1. |
| Article 20 Prior to the issue of H Shares, the total shares of the Company comprised of 360,000,000 shares, all of which are ordinary shares with a par value of RMB1.00 each.

The Company issued 33,442,600 H Shares, subject to approval of the Hong Kong Stock Exchange, to the foreign investors on August 11, 2025, and following the implementation of the Full Circulation program by shareholders holding domestic unlisted shares of the Company and the issue of the H Shares by the Company, the Company has a total of 393,442,600 shares, all of which are ordinary shares and among which, a total of 97,080,755 shares are held by the domestic shareholders and a total of 296,361,845 shares are held by the overseas-listed foreign shares shareholders. | Article 201 Prior to the issue of H Shares, the total shares of the Company comprised of 360,000,000 shares, all of which are ordinary shares with a par value of RMB1.00 each.

With the approval of the Hong Kong Stock Exchange, the Company issued 33,442,600 H Shares, subject to approval of the Hong Kong Stock Exchange, to the foreign investors on August 11, 2025, and following the implementation of the Full Circulation program by shareholders holding domestic unlisted shares of the Company and the issue of the H Shares by the Company, the Company has a total of 393,442,600 shares, all of which are ordinary shares and among which, including a total of 97,080,755 unlisted shares are held by the domestic shareholders and a total of 296,361,845 H Shares shares are held by the overseas-listed foreign shares shareholders. |

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Before Amendment	After Amendment
Article 21 Neither the Company nor any of its subsidiaries (including its affiliated enterprises) shall, through donation, advancement, guarantee, compensation, loan or other means, provide any financial aid to any person purchasing or intending to purchase shares of the Company, unless the Company carries out an employee stock ownership plan.	Article 212 Neither the Company nor any of its subsidiaries (including its affiliated enterprises) shall, through donation, advancement, guarantee, compensation, loan or other means, provide any financial aid or assistance to any person purchasing or intending to purchase shares of the Company, unless the Company carries out an employee stock ownership plan.

For the benefit of the Company, and subject to a resolution of the shareholders in general meeting, or a resolution of the Board of Directors made in accordance with these Articles of Association or the authorization of the shareholders in general meeting, the Company may provide financial assistance to others for the acquisition of shares in the Company or its parent company, provided that the aggregate amount of such financial assistance shall not exceed 10% of the total issued share capital. A resolution of the Board of Directors shall be passed by more than two-thirds of all directors. |
| Article 22 In light of the Company’s operational and developmental needs, the Company may increase its capital in accordance with the laws and regulations and subject to a resolution of the general meeting, by any of the following methods:
(1) a public offering of shares;
(2) a private placement of shares;
(3) allotment of bonus shares to existing shareholders;
(4) conversion of reserve funds to share capital; and
(5) other methods permitted by laws, administrative regulations, and the CSRC and the securities regulatory authorities in the place where the Company’s shares are listed.

Any increase of the Company’s capital by issuing new shares shall, after being approved in accordance with the provisions of the Articles of Association and the securities regulatory rules for the place where the Company’s shares are listed, be subject to the procedures prescribed in relevant laws, regulations and normative documents of the PRC, and the securities regulatory rules for the place where the Company’s shares are listed. | Article 223 In light of the Company’s operational and developmental needs, the Company may increase its capital in accordance with the laws and regulations and subject to a resolution of the general meeting, by any of the following methods:
(1) a public offering of shares issuance of shares to non-specific objects;
(2) a private placement of shares issuance of shares to specific objects;
(3) allotment of bonus shares to existing shareholders;
(4) conversion of reserve funds to share capital; and
(5) other methods permitted by laws, administrative regulations, and the CSRC and the securities regulatory authorities in the place where the Company’s shares are listed.

Any increase of the Company’s capital by issuing new shares shall, after being approved in accordance with the provisions of the Articles of Association and the securities regulatory rules for the place where the Company’s shares are listed, be subject to the procedures prescribed in relevant laws, regulations and normative documents of the PRC, and the securities regulatory rules for the place where the Company’s shares are listed. |

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Before Amendment	After Amendment
Article 25 Shares of the Company may be transferred in accordance with laws and regulations.

All transfer of H Shares shall be executed with a written instrument of transfer in the standard form or in other format acceptable to the Board of Directors (including the standard transfer format or form of transfer that the Hong Kong Stock Exchange may provide from time to time); the instrument of transfer may be signed by hand only or affixed with the company’s valid seal (if the transferor or transferee is a company). If the transferor or transferee is a recognized clearing house as defined in the relevant ordinances in force from time to time under the laws of Hong Kong, or its agents, the instrument of transfer may be signed by hand or by machine imprinted signatures. All instruments of transfer shall be kept at the legal address of the Company or other place designated by the Board of Directors from time to time. | Article 256 Shares of the Company may be transferred in accordance with laws and regulations.

All transfers of H Shares, if in uncertificated form, shall be effected through the designated electronic system operated by the approved securities registrar appointed by the Company in such electronic manner as may be recognized by the applicable laws of Hong Kong; and if in certificated form, shall be executed with a written instrument of transfer in the standard form or in other format acceptable to the Board of Directors (including the standard transfer format or form of transfer that the Hong Kong Stock Exchange may provide from time to time); the instrument of transfer may be signed by hand only or affixed with the company’s valid seal (if the transferor or transferee is a company). If the transferor or transferee is a recognized clearing house as defined in the relevant ordinances in force from time to time under the laws of Hong Kong, or its agents, the instrument of transfer may be signed by hand, or by machine imprinted signatures, or completed by electronic means in compliance with applicable requirements. All instruments of transfer shall be kept at the legal address of the Company or other place designated by the Board of Directors from time to time. If there are any subsequent changes in the relevant laws and regulations relating to certificated securities, including the uncertificated securities market, the latest applicable laws and regulations shall prevail. |

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Before Amendment

After Amendment

Article 28 Where a director, supervisor and senior management personnel of the Company, as well as a shareholder holding more than 5% of the shares of the Company (other than Hong Kong Securities Clearing Company Limited and Hong Kong Securities Clearing (Nominees) Limited), sells the Company's shares or other securities of equity nature that he/she holds within six months of purchase or buys again within six months of sale, the gains therefrom shall belong to the Company, and the Board of Directors of the Company shall recover such gains. Exception applies where a securities company holds more than 5% of the shares due to purchase of any remaining shares in a best efforts underwriting, or where there are any other circumstances stipulated by the CSRC.

Shares or other securities of equity nature held by directors, supervisors, senior management personnel and natural person shareholders referred to in the preceding paragraph shall include shares or other securities of equity nature held by their spouse, parents, child(ren), and held by them using other's accounts.

Where the Board of Directors of the Company fails to take action to recover such gains, the shareholders shall have the right to demand that the Board of Directors comply within thirty (30) days. Where the Board of Directors of the Company fails to act within the aforesaid period, the shareholders are entitled to commence litigations in the people's court in their own names for the benefit of the Company.

Where the Board of Directors of the Company fails to comply with the first paragraph, the accountable directors shall bear joint and several liability according to the law. | Deleted |

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Before Amendment

After Amendment

Article 29 The Company shall establish a register of members based on the certificates provided by the securities registration authority. The register of members serves as prima facie evidence of a shareholder holding the shares of the Company. Shareholders shall enjoy rights and assume obligations according to the class of the shares they hold. Shareholders holding the same class of shares shall enjoy the same rights and assume the same obligations. The Company may maintain the register of shareholders of H Shares overseas and entrust the administration thereof to an overseas agent in accordance with the understanding and agreement reached between the securities regulatory authorities of the State Council and the overseas securities regulatory authorities. The original register of shareholders of H Shares listed on the Hong Kong Stock Exchange shall be kept in Hong Kong. The Company shall maintain at its domicile a copy of the register of shareholders of H Shares. The entrusted overseas agent shall always ensure that the original and copies of the register of shareholders of H Shares are consistent. Where the original and duplicate of the register of shareholders of H Shares are inconsistent, the original shall prevail. In the event of loss of any share certificate held by any shareholder recorded in the register of shareholders of H Shares or any person who requests the Company to enter his/her/its name in the register of shareholders of H Shares, such shareholder or person may request the Company to issue a replacement new share certificate for the shares. If a shareholder whose share certificate of overseas listed foreign shares has been lost requests the Company for a replacement new share certificate, it may be dealt with in accordance with the laws, rules of stock exchange and other applicable regulations of the place where the original register of shareholders of overseas listed foreign shares is maintained.

Article 29 The Company shall establish a register of members based on the certificates provided by the securities registration authority. The register of members serves as prima facie evidence of a shareholder holding the shares of the Company. Shareholders shall enjoy rights and assume obligations according to the class of the shares they hold. Shareholders holding the same class of shares shall enjoy the same rights and assume the same obligations. The Company may maintain the register of shareholders of H Shares overseas and entrust the administration thereof to an overseas agent in accordance with the understanding and agreement reached between the securities regulatory authorities of the State Council and the overseas securities regulatory authorities. The original register of shareholders of H Shares listed on the Hong Kong Stock Exchange shall be kept in Hong Kong. The Company shall maintain at its domicile a copy of the register of shareholders of H Shares. The entrusted overseas agent shall always ensure that the original and copies of the register of shareholders of H Shares are consistent. Where the original and duplicate of the register of shareholders of H Shares are inconsistent, the original shall prevail. In the event of loss of any share certificate held by that any shareholder recorded in the register of shareholders of H Shares, or any person who requests the Company to enter his/her/its name in the register of shareholders of H Shares, raises an objection to or identifies any error in the electronic registration record of the H Shares registered in his/her/its name where such H Shares are in uncertificated form, such shareholder or person may request apply to the Company to issue a replacement new share and the approved securities registrar appointed by the Company for rectification of the registration record; where such H Shares are in certificated form the shares. If a shareholder whose share certificate of overseas listed foreign shares has been lost requests the Company for a replacement new share certificate, itm and the relevant share certificate has been lost, such shareholder or person may apply to the Company for the issuance of a replacement new share certificate in respect of such shares. Any application by a holder of overseas listed shares for rectification of the registration record in respect of uncertificated securities, or for the issuance of a replacement new share certificate in respect of lost certificated securities, may be dealt with in accordance with the laws, the rules of the stock exchange, the relevant regulatory rules governing the uncertificated securities market, and other applicable regulations of the place where the original register of shareholders of overseas listed foreign shares is maintained.

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Before Amendment	After Amendment
Article 31 Shareholders of the Company shall enjoy the following rights:
(1) to receive dividends and other distributions in proportion to the number of shares they hold;
(2) to request, convene, chair, participate in, or appoint a shareholder’s proxy to participate in general meetings and exercise the corresponding voting rights in accordance with the law;
(3) to supervise, present suggestions on or make suggestions or inquiries about the operations of the Company;
(4) to transfer, gift or pledge the shares they hold in accordance with laws, administrative regulations, the securities regulatory rules for the place where the Company’s shares are listed, and provisions of the Articles of Association;
(5) to inspect and duplicate the Articles of Association, register of members, the register of bondholders of the Company, minutes of general meetings, resolutions of Board meetings, resolutions of the Supervisory Committee meetings, and financial and accounting reports;
(6) in the event of termination or liquidation of the Company, to participate in the distribution of the remaining assets of the Company in proportion to the number of shares held by them;
(7) in the event that shareholder(s) who objects to a resolution of the general meeting regarding the merger or division of the Company, to request the Company to repurchase their shares;
(8) to enjoy other rights stipulated by laws, administrative regulations, departmental rules, the securities regulatory rules for the place where the Company’s shares are listed, and the Articles of Association.

The Hong Kong branch register of members of the Company shall be open for inspection by the shareholders, but the Company may suspend the registration of members pursuant to Section 632 of the Companies Ordinance (Cap. 622 of the Laws of Hong Kong) or any equivalent provisions. That is, upon giving due notice, the register, or that part of the register relating to the holding of any shareholder, may be closed by the Company for one or more periods, but the total period of closure shall not exceed thirty (30) days within any one year. | Article 31 Shareholders of the Company shall enjoy the following rights:
(1) to receive dividends and other distributions in proportion to the number of shares they hold;
(2) to request, convene, chair, participate in, or appoint a shareholder’s proxy to participate in general meetings and exercise the corresponding voting rights in accordance with the law;
(3) to supervise, present suggestions on or make suggestions or inquiries about the operations of the Company;
(4) to transfer, gift or pledge the shares they hold in accordance with laws, administrative regulations, the securities regulatory rules for the place where the Company’s shares are listed, and provisions of the Articles of Association;
(5) to inspect and duplicate the Articles of Association, the register of members, the register of bondholders of the Company, minutes of general meetings, resolutions of Board meetings, resolutions of the Supervisory Committee meetings, and financial and accounting reports minutes of general meetings, resolutions of Board meetings, and financial and accounting reports; shareholders who satisfy the prescribed requirements may inspect the accounting books and accounting vouchers of the Company;
(6) in the event of termination or liquidation of the Company, to participate in the distribution of the remaining assets of the Company in proportion to the number of shares held by them;
(7) in the event that shareholder(s) who objects to a resolution of the general meeting regarding the merger or division of the Company, to request the Company to repurchase their shares;
(8) to enjoy other rights stipulated by laws, administrative regulations, departmental rules, the securities regulatory rules for the place where the Company’s shares are listed, and the Articles of Association.

The Hong Kong branch register of members of the Company shall be open for inspection by the shareholders, but the Company may suspend the registration of members pursuant to Section 632 of the Companies Ordinance (Cap. 622 of the Laws of Hong Kong) or any equivalent provisions. That is, upon giving due notice, the register, or that part of the register relating to the holding of any shareholder, may be closed by the Company for one or more periods, but the total period of closure shall not exceed thirty (30) days within any one year. |

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Before Amendment	After Amendment
Article 32 When a shareholder requests to inspect or make copies of the information under the preceding article or ask for relevant information, he/she shall present the proof of the class of the shares of the Company held by him/her and the number of shareholding in writing. The Company shall provide the requested information after verifying his/her shareholding status.	Article 32 When a shareholder requests to inspect or make copies of the information under the preceding article or ask for relevant information, he/she shall present the proof of the class of the shares of the Company held by him/her and the number of shareholding in writing. The Company shall provide the requested information after verifying his/her shareholding status relevant materials of the Company, he/she shall comply with the requirements of the Company Law, the Securities Law, and the securities regulatory rules of the place where the Company's shares are listed, as well as other applicable laws and administrative regulations.
Article 33 If the resolution of the general meeting or the Board meeting violates the laws or administrative regulations, shareholders shall have the right to request the people's court to invalidate the said resolution.

Where the convening procedures and voting method of the general meetings or Board meetings violate the laws, administrative regulations or the Articles of Association, or if the contents of any resolution are in breach of the Articles of Association, shareholders shall have the right to request the people's court to revoke such resolution within sixty (60) days from the date on which the resolution is approved. However, this excludes cases where there are only minor defects in the procedures for convening a general meeting or a Board meeting or in the manner of voting, which do not have a material impact on the resolution. | Article 33 If the resolution of the general meeting or the Board meeting violates the laws or administrative regulations, shareholders shall have the right to request the people's court to invalidate the said resolution.

Where the convening procedures and voting method of the general meetings or Board meetings violate the laws, administrative regulations or the Articles of Association, or if the contents of any resolution are in breach of the Articles of Association, shareholders shall have the right to request the people's court to revoke such resolution within sixty (60) days from the date on which the resolution is approved. However, this excludes cases where there are only minor defects in the procedures for convening a general meeting or a Board meeting or in the manner of voting, which do not have a material impact on the resolution.

Where there is any dispute among the Board of Directors, the shareholders or other relevant parties as to the validity of a resolution of the shareholders in general meeting, a lawsuit shall be filed with the People's Court in a timely manner. Prior to a judgment or ruling being made by the People's Court to revoke such resolution or otherwise, the relevant parties shall implement the resolution of the shareholders in general meeting. The Company, its directors and senior management shall duly perform their duties to ensure the normal operation of the Company. |

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Before Amendment

After Amendment

Article 34 If a director or senior management personnel contravenes the provisions of the laws, administrative regulations or the Articles of Association when carrying out his/her duties in the Company and causing losses to the Company, any shareholder individually or collectively holding 1% or more of shares for more than 180 consecutive days, can request the Supervisory Committee in writing to commence litigation in the people’s court. If the Supervisory Committee contravenes the provisions of the laws, administrative regulations and the Articles of Association when carrying out its duties in the Company, causing losses to the Company, the shareholder can request the Board in writing to commence litigation in the people’s court.

If the Supervisory Committee or the Board refuses to commence litigation after receiving the shareholder’s written request or fails to commence litigation within 30 days from the date of receiving the request, or the situation is so urgent that without immediately commencing litigation will cause irreparable losses to the Company, the shareholders under the preceding paragraph may commence litigation in their own names in the people’s court for the sake of the Company.

If any person infringes on the legal interests of the Company, causing losses to the Company, the shareholders under the first paragraph of this article can commence litigation in the people’s court in accordance with the two preceding paragraphs. | Article 34 If a director or senior management personnel other than a member of the Audit Committee contravenes the provisions of the laws, administrative regulations or the Articles of Association when carrying out his/her duties in the Company and causing losses to the Company, any shareholder individually or collectively holding 1% or more of shares for more than 180 consecutive days, can request the SupervisoryAudit Committee in writing to commence litigation in the people’s court. If a member of the SupervisoryAudit Committee contravenes the provisions of the laws, administrative regulations and the Articles of Association when carrying out its duties in the Company, causing losses to the Company, the aforesaid shareholder can request the Board in writing to commence litigation in the people’s court.

If the SupervisoryAudit Committee or the Board refuses to commence litigation after receiving the shareholder’s written request or fails to commence litigation within 30 days from the date of receiving the request, or the situation is so urgent that without immediately commencing litigation will cause irreparable losses to the Company, the shareholders under the preceding paragraph may commence litigation in their own names in the people’s court for the sake of the Company.

If any person infringes on the legal interests of the Company, causing losses to the Company, the shareholders under the first paragraph of this article can commence litigation in the people’s court in accordance with the two preceding paragraphs. |
| Article 37 Where a shareholder holding 5% or more voting shares of the Company pledges any shares in his/her possession, he/she shall report the same to the Company in writing on the date when such pledge is made. | Deleted |

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Before Amendment	After Amendment
Article 38 The controlling shareholders and de facto controllers of the Company shall not take advantage of their associated relationship to damage the Company's interests. Any loss caused to the Company as a result of such violation shall be compensated by such shareholders involved.

The controlling shareholders and de facto controllers of the Company owe a duty of good faith to the Company and the general public shareholders of the Company of the Company. The controlling shareholder shall exercise its rights as a contributor in strict compliance with the laws, and shall not prejudice the legitimate rights and interests of the Company and the general public shareholders of the Company by means of profit distribution, asset restructuring, external investment, capital appropriation, loan guarantee, etc., and shall not prejudice the interests of the Company and the general public shareholders of the Company by taking advantage of its controlling position.

Where any controlling shareholder or de facto controller of the Company instructs any director or senior management personnel to carry out any act damaging the interests of the Company or the shareholders, it shall bear joint and several liability with such director or senior management personnel.

The controlling shareholder or de facto controller of the Company shall not appropriate the Company's assets in any form. | Article 38 The controlling shareholders and de facto controllers of the Company shall not take advantage of their associated relationship to damage the Company's interests. Any loss caused to the Company as a result of such violation shall be compensated by such shareholders involved. Article 37 The controlling shareholders and de facto controllers of the Company owe a duty of good faith to the Company and the general public shareholders of the Company of the Company. The controlling shareholder shall exercise its rights as a contributor in strict compliance with the laws, and shall not prejudice the legitimate rights and interests of the Company and the general public shareholders of the Company by means of profit distribution, asset restructuring, external investment, capital appropriation, loan guarantee, etc., and shall not prejudice the interests of the Company and the general public shareholders of the Company by taking advantage of its controlling position. shall exercise their rights and perform their obligations in accordance with laws, administrative regulations, and the provisions of the CSRC and the securities regulatory authorities of the place where the Company's shares are listed, and safeguard the interests of the listed company.

Article 38 Where any controlling shareholder or de facto controller of the Company instructs any director or senior management personnel to carry out any act damaging the interests of the Company or the shareholders, it shall bear joint and several liability with such director or senior management personnel. pledges the shares of the Company held by him/her or actually controlled by him/her, he/she shall maintain the control of the Company and the stability of its production and operation.

Article 39 The controlling shareholder or de facto controller of the Company shall not appropriate the Company's assets in any form. Where the controlling shareholders or de facto controllers transfer the shares of the Company held by them, they shall comply with the restrictive provisions on share transfer under laws, administrative regulations, and the provisions of the CSRC and the securities regulatory authorities of the place where the Company's shares are listed, as well as the undertakings made by them in respect of restrictions on share transfer. |

Before Amendment	After Amendment
Article 39 The general meeting is the organ of authority of the Company and shall exercise the following duties and powers in accordance with the law:

(1) to elect and replace directors or supervisors and to determine matters relating to the remuneration of the directors or supervisors;

(2) to consider and approve the reports of the Board;

(3) to consider and approve the reports of the Supervisory Committee;

(4) to consider and approve the Company’s annual financial budget plan and final accounts plan;

(5) to consider and approve the profit distribution plan and loss recovery plans of the Company;

(6) to consider and approve the revision or alteration of the Company’s profit distribution policy and long-term return plan;

(7) to resolve the increase or reduction of the registered capital of the Company;

(8) to resolve the issue of corporate bonds;

(9) to resolve the merger, division, spin-off, dissolution, liquidation or change in the corporate form of the Company;

(10) to amend the Articles of Association;

(11) to resolve the appointment and dismissal of accounting firms by the Company;

(12) to consider and approve the guarantee issues specified in Article 42 of the Articles of Association;

(13) to consider the purchase or sale of material assets by the Company within 1 year exceeding 30% of the latest audited total assets of the Company on a consolidated basis (the same below);

(14) to consider and approve matters relating to changes in the use of proceeds;

(15) to consider share incentive plans and employee stock ownership plans;

(16) to consider other matters that should be decided by the general meeting as stipulated in laws, administrative regulations, departmental rules, the securities regulatory rules for the place where the Company’s shares are listed, or the Articles of Association.

The abovementioned powers of the general meeting shall not be delegated to the Board of Directors or other bodies or individuals through authorization. | Article 40 The general meeting of the Company shall be composed of all shareholders of the Company. The general meeting is the organ of authority of the Company and shall exercise the following duties and powers in accordance with the law:

(1) to elect and replace directors or supervisors and to determine matters relating to the remuneration of the directors or supervisors;

(2) to consider and approve the reports of the Board;

(3) to consider and approve the reports of the Supervisory Committee;

(4) to consider and approve the Company’s annual financial budget plan and final accounts plan;

(53) to consider and approve the profit distribution plan and loss recovery plans of the Company;

(6) to consider and approve the revision or alteration of the Company’s profit distribution policy and long-term return plan;

(74) to resolve the increase or reduction of the registered capital of the Company;

(85) to resolve the issue of corporate bonds;

(96) to resolve the merger, division, spin-off, dissolution, liquidation or change in the corporate form of the Company;

(107) to amend the Articles of Association;

(118) to resolve the appointment and dismissal of accounting firms by the Company to undertake its audit;

(129) to consider and approve the guarantee issues specified in Article 421 of the Articles of Association;

(1310) to consider the purchase or sale of material assets by the Company within 1 year exceeding 30% of the latest audited total assets of the Company on a consolidated basis (the same below);

(1411) to consider and approve matters relating to changes in the use of proceeds;

(1512) to consider share incentive plans and employee stock ownership plans;

(1613) to consider other matters that should be decided by the general meeting as stipulated in laws, administrative regulations, departmental rules, the securities regulatory rules for the place where the Company’s shares are listed, or the Articles of Association.

The abovementioned powers of the general meeting shall not be delegated to the Board of Directors or other bodies or individuals through authorization may authorize the Board of Directors to make resolutions regarding the issuance of corporate bonds. |

Before Amendment	After Amendment
Article 40 The following transactions conducted by the Company (except for the provision of guarantees) shall be considered by the general meeting upon the consideration by the Board:

The Company’s acquisition or disposal of assets (excluding the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation), external investment (except the purchase of wealth management products of the bank), leasing of assets as lessee or lessor, and signing of management contracts (including entrusted or trusted operation, etc.), giving or receiving assets as gift (except for simple gift of cash assets), restructuring of claims or debts (except for simple debt relief, etc.), transfer or acquisition of research and development projects, signing of license agreements, providing financial assistance, waiver of rights (including waiver of preemption rights, priority subscription rights, etc.) and other transactions identified by the CSRC and the Stock Exchange, if one of the following criteria is met, in addition to being considered and approved by the Board, shall also be submitted to the general meeting for consideration:

(1) the total assets involved in the transaction account for more than 50% of the latest audited total assets of the Company, and if the total assets involved in the transaction have both book value and appraised value, the higher of which shall be used for calculation;

(2) the transaction value for 50% or more of the Company’s market capitalization;

(3) the net assets of the subject matter of the transaction (such as equity interests) for the most recent financial year accounts for 50% or more of the Company’s market capitalization;

(4) the operating revenue related to the subject matter of the transaction (such as equity interests) for the most recent financial year accounts for 50% or more of the Company’s audited operating revenue for the same period, and the absolute amount exceeds RMB50 million;

(5) the net profit in connection with the subject matter of transaction (such as equity interests) for the most recent financial year accounts for 50% or more of the Company’s audited net profit for the same period, and the absolute amount exceeds RMB5 million;

(6) the profit derived from the transaction accounts for 50% or more of the Company’s audited net profit for the most recent financial year, and the absolute amount exceeds RMB5 million. | Deleted |

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Before Amendment	After Amendment
In case that a certain figure involved in the aforesaid indicators is of negative value, the absolute value thereof shall be used in the calculation.

In addition to the provision of guarantees, entrusted financial management and other matters otherwise stipulated, involving the above-mentioned subject matter, the relevant subject transactions of the same transaction category shall be calculated according to the principle of cumulative calculation for 12 consecutive months to determine whether they should be reviewed by the general meeting. Those that have been considered and approved by the general meeting under the provisions on cumulative calculation will no longer be included in the scope of the above-mentioned relevant cumulative calculation.

If the Company entrusts financial management on a rolling basis for 12 consecutive months, the highest balance during the period shall be the transaction amount, and the above criteria (2) shall be applied for consideration.

For the above transactions, if the subject matter of the transaction is equity, an accounting firm complying with the provisions of the Securities Law shall be engaged to audit; if the subject matter of the transaction is a non-cash asset other than equity, it shall engage an asset evaluation institution that complies with the provisions of the Securities Law to evaluate. The deadline date of the audited financial report shall not exceed 6 months from the use date of the audit report, and the base date of the evaluation report shall not exceed 1 year from the use date of the evaluation report.

Where the Company purchases or sells assets and the total amount of assets involved or the transaction amount on a cumulative basis over 12 consecutive months exceeds 30% of the latest audited total assets of the Company, it shall be submitted to the general meeting for resolution which shall be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting. | |

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Before Amendment	After Amendment
The transaction value refers to the transaction amount paid and the debts and expenses assumed, etc. If the transaction arrangement involves possible future payment or receipt of consideration, no specific amount is involved, or the amount is determined according to set conditions, the estimated maximum amount is the transaction value.

The market value is the arithmetic average of the closing market capitalization over the ten (10) trading days before the transaction. If the Company executes a transaction in stages, the foregoing provisions shall apply based on the total transaction amount.

The Company is exempt from applying the net profit targets related to the above provisions before making profits.

Any transaction in which the Company is unilaterally benefited, including accepting cash donations, being released from debts, accepting guarantee and financial assistance, etc., may be exempted from deliberation procedures at the general meeting under the abovementioned provisions. | |
| Article 41 Connected transactions of the Company shall be conducted on normal commercial terms, or terms no more favourable than those available to independent third parties in similar transactions. The Company shall enter into written agreements with all connected persons in respect of all connected transactions, which shall be concluded in accordance with the principles of equality, voluntariness, fairness and adequate consideration, and the terms of the agreement shall be clear, specific, fair and reasonable and in the best interests of the Company's shareholders as a whole. | Deleted |

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Before Amendment	After Amendment
Article 42 Where the Company provides a guarantee (referring to a guarantee provided by the Company for another person), it shall be submitted to the Board meeting or the general meeting for consideration and approval.

Where the guarantee item falls under any of the following circumstances, it shall be submitted to the general meeting for consideration after being considered and approved by the Board:
(1) any single guarantee with an amount exceeding 10% of the latest audited net assets;
(2) the total amount of the external guarantees provided by the Company and its controlled subsidiaries exceeding 50% of the latest audited net assets;
(3) any guarantee to be provided to guarantee recipients whose asset-to-liability ratio is over 70%;
(4) in accordance with the principle of calculating the amount of guarantees on a cumulative basis over 12 consecutive months, exceeding 30% of the latest audited total assets;
(5) any guarantee provided to shareholders, de facto controllers, and their related parties;
(6) other guarantees that meet the requirements of laws, administrative regulations, rules, normative documents, the securities regulatory rules for the place where the Company’s shares are listed, and the Articles of Association. | Article 421 Where the Company provides a guarantee (referring to a guarantee provided by the Company for another person), it shall be submitted to the Board meeting or the general meeting for consideration and approval.

Where the guarantee item falls under any of the following circumstances, it shall be submitted to the general meeting for consideration after being considered and approved by the Board:
(1) any single guarantee with an amount exceeding 10% provided after the total amount of external guarantees of the Company and its controlled subsidiaries exceeds 50% of the latest audited net assets of the Company;
(2) any guarantee provided to others by the Company within one year exceeding 30% of the latest audited total assets of the Company;
(3) any the total amount of the external guarantees provided by the Company and its controlled subsidiaries exceeding 50% after the total amount of external guarantees of the Company exceeds thirty percent of the latest audited net total assets of the Company;
(34) any guarantee to be provided to guarantee recipients whose asset-to-liability ratio is over 70%;
(45) any single guarantee with an amount exceeding 3010% of the latest audited total net assets of the Company;
(56) any guarantee provided to shareholders, de facto controllers, and their related parties;
(67) other guarantees that meet the requirements of laws, administrative regulations, rules, normative documents, the securities regulatory rules for the place where the Company’s shares are listed, and the Articles of Association. |

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Before Amendment

After Amendment

For guarantees within the scope of the Board's authorization, in addition to the approval of more than one-half of the directors, the approval of more than two-thirds of the directors present at the relevant Board meeting shall also be required. When a guarantee mentioned in item (4) above is considered at the general meeting, it shall be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.

Where the Company provides guarantees for any of its wholly-owned subsidiaries, or provides guarantees for any of its controlled subsidiaries and other shareholders of the controlled subsidiary provide guarantees proportionate to their shareholding, and such guarantees do not prejudice the interests of the Company, the provisions of items (1), (2) and (3) in the second paragraph of this article may be waived.

When the proposal for providing guarantees for any shareholder, de facto controller and their respective related party is considered at a general meeting, the shareholder or the shareholder controlled by the de facto controller shall abstain from voting, and the proposal shall be passed by the majority of the voting rights held by other shareholders attending the general meeting.

Where the Company provides guarantees for controlling shareholders, de facto controllers and their respective related parties, the controlling shareholders, de facto controllers and their respective related parties shall provide counter-guarantees. | For guarantees within the scope of the Board's authorization, in addition to the approval of more than one-half of the directors, the approval of more than two-thirds of the directors present at the relevant Board meeting shall also be required. When a guarantee mentioned in item (4) above is considered at the general meeting, it shall be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.

Where the Company provides guarantees for any of its wholly-owned subsidiaries, or provides guarantees for any of its controlled subsidiaries and other shareholders of the controlled subsidiary provide guarantees proportionate to their shareholding, and such guarantees do not prejudice the interests of the Company, the provisions of items (1), (2) and (3) in the second paragraph of this article may be waived.

When the proposal for providing guarantees for any shareholder, de facto controller and their respective related party is considered at a general meeting, the shareholder or the shareholder controlled by the de facto controller shall abstain from voting, and the proposal shall be passed by the majority of the voting rights held by other shareholders attending the general meeting.

Where the Company provides guarantees for controlling shareholders, de-facto controllers and their respective related parties, the controlling shareholders, de-facto controllers and their respective related parties shall provide counter-guarantees. |

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Before Amendment	After Amendment
Article 44 The Company shall convene an extraordinary general meeting within two months from the date of occurrence of any of the following circumstances:
(1) when the number of directors is less than the statutory minimum quorum provided for in the Company Law or two-thirds of the number specified in the Articles of Association;
(2) when the uncovered losses of the Company amount to one-third or more of its total share capital;
(3) upon request(s) by shareholder(s) individually or collectively holding 10% or above of the shares of the Company;
(4) when the Board deems it necessary;
(5) when the Supervisory Committee proposes such a meeting be held;
(6) other circumstances as stipulated in laws, administrative regulations, departmental rules, normative documents, the securities regulatory rules for the place where the Company’s shares are listed, or the Articles of Association.

Under any of the circumstances provided for in paragraphs (1), (2), (3) and (5) of the preceding paragraph, if the Board fails to convene an extraordinary general meeting within the prescribed time limit, all necessary expenses incurred by the Supervisory Committee or the shareholders to convene a general meeting on their own shall be borne by the Company. | Article 443 The Company shall convene an extraordinary general meeting within two months from the date of occurrence of any of the following circumstances:
(1) when the number of directors is less than the statutory minimum quorum provided for in the Company Law or two-thirds of the number specified in the Articles of Association;
(2) when the uncovered losses of the Company amount to one-third or more of its total paid-in share capital;
(3) upon request(s) by shareholder(s) individually or collectively holding 10% or above of the shares of the Company (including preferred shares with restored voting rights, etc.);
(4) when the Board deems it necessary;
(5) when the Supervisory Audit Committee proposes such a meeting be held;
(6) other circumstances as stipulated in laws, administrative regulations, departmental rules, normative documents, the securities regulatory rules for the place where the Company’s shares are listed, or the Articles of Association.

Under any of the circumstances provided for in paragraphs (1), (2), (3) and (5) of the preceding paragraph, if the Board fails to convene an extraordinary general meeting within the prescribed time limit, all necessary expenses incurred by the Supervisory Committee or the shareholders to convene a general meeting on their own shall be borne by the Company. |
| Article 46 The Company shall engage lawyers to issue legal opinions in respect of the following matters when convening a general meeting, and make an announcement:
(1) whether the convening and holding procedures of the meeting comply with the relevant laws, administrative regulations and the Articles of Association;
(2) whether the qualifications of the attendees and the convener of the meeting are lawful and valid;
(3) whether voting procedures and results at the general meeting are lawful and valid;
(4) any legal opinions issued on other matters as requested by the Company. | Deleted |

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Before Amendment

After Amendment

Article 47 The general meeting shall be convened by the Board. The independent non-executive directors shall have the right to propose to the Board to convene an extraordinary general meeting. The Board shall, in accordance with relevant laws, administrative regulations, the securities regulatory rules for the place where the Company's shares are listed, and the Articles of Association, give a written response on whether or not it agrees to convene such an extraordinary general meeting within 10 days after the receipt of the proposal.

If the Board agrees to convene an extraordinary general meeting, it shall give a notice convening such meeting within 5 days after it has so resolved. If the Board does not agree to convene the extraordinary general meeting, it shall state the reasons and make an announcement. | Article 45 The Board of Directors shall convene general meetings of shareholders in a timely manner within the prescribed period. The general meeting shall be convened by the Board.

With the approval of more than one-half of all independent non-executive directors, the The independent non-executive directors shall have the right to propose to the Board to convene an extraordinary general meeting. The Board shall, in accordance with relevant laws, administrative regulations, the securities regulatory rules for the place where the Company's shares are listed, and the Articles of Association, give a written response on whether or not it agrees to convene such an extraordinary general meeting within 10 days after the receipt of the proposal.

If the Board agrees to convene an extraordinary general meeting, it shall give a notice convening such meeting within 5 days after it has so resolved. If the Board does not agree to convene the extraordinary general meeting, it shall state the reasons and make an announcement. |
| Article 50 Where the Supervisory Committee or shareholders decide(s) to convene a general meeting on their own, they shall notify the Board in writing. Before announcing the resolutions of the general meeting, the convening shareholders shall continue to hold no less than 10% of the shares of the Company. | Article 5048 Where the Supervisory Audit Committee or shareholders decide(s) to convene a general meeting on their own, they shall notify the Board in writing. Before announcing The Audit Committee or the convening shareholders shall submit relevant supporting documents to the Board of Directors of the Company when issuing the notice of the general meeting and upon the announcement of the resolutions of the general meeting.

Before the announcement of the resolutions of the general meeting, the convening shareholders shall continue to hold no less than 10% of the shares of the Company (including preferred shares with restored voting rights, etc.). |
| Article 51 When a general meeting is convened by the Supervisory Committee or by the shareholders, the Board and the secretary to the Board shall assist. The Board shall provide the register of members on the record date. The register of members the convener acquired shall not be used for any purpose other than the convening of a general meeting. | Article 5149 When a general meeting is convened by the Audit Committee or by the shareholders, the Board shall assist. The Board shall provide the register of members on the record date. When a general meeting is convened by the Supervisory Committee or by the shareholders, the Board and the secretary to the Board shall assist. The Board shall provide the register of members on the record date. The register of members the convener acquired shall not be used for any purpose other than the convening of a general meeting. |

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Before Amendment	After Amendment
Article 57 A notice of a general meeting shall include the following:
(1) the time, venue and duration of the meeting;
(2) matters and proposals submitted to the meeting for consideration;
(3) a prominent written statement that all shareholders are entitled to attend general meeting and are entitled to appoint in writing proxies to attend and vote at the meeting and that such proxy need not be a shareholder of the Company;
(4) the record date of registration of shareholders entitled to attend the general meeting;
(5) the name and contact method of the regular contact person for the meeting;
(6) the time and procedure for voting online or through other means;
(7) other requirements stipulated by laws, administrative regulations, departmental rules, the securities regulatory rules for the place where the Company’s shares are listed, and the Articles of Association.

The notice of the general meeting and the supplementary notice shall fully and completely disclose all the specific contents of all proposals. If the matter to be discussed needs the opinion of independent non-executive directors, the opinions and reasons of independent non-executive directors shall be disclosed at the same time when the notice of the general meeting or supplementary notice is issued. | Article 574 A notice of a general meeting shall include the following:
(1) the time, venue and duration of the meeting;
(2) matters and proposals submitted to the meeting for consideration;
(3) a prominent written statement that all shareholders’ holders of ordinary shares (including holders of preferred shares with restored voting rights) and holders of shares with special voting rights, among others, are entitled to attend general meeting and are entitled to appoint in writing proxies to attend and vote at the meeting and that such proxy need not be a shareholder of the Company;
(4) the record date of registration of shareholders entitled to attend the general meeting;
(54) the name and contact method of the regular contact person for the meeting;
(65) the time and procedure for voting online or through other means;
(76) other requirements stipulated by laws, administrative regulations, departmental rules, the securities regulatory rules for the place where the Company’s shares are listed, and the Articles of Association.

The notice of the general meeting and the supplementary notice shall fully and completely disclose all the specific contents of all proposals. If the matter to be discussed needs the opinion of independent non-executive directors, the opinions and reasons of independent non-executive directors shall be disclosed at the same time when the notice of the general meeting or supplementary notice is issued. |
| Article 58 If a general meeting intends to discuss the election of directors or supervisors, the notice of the general meeting should disclose sufficient information about the candidates for directors and supervisors. The notice should at least include the following:
(1) personal particulars such as education background, work experience, and any concurrent positions held;
(2) whether there is any connected relationship with the Company or its controlling shareholders and de facto controller;
(3) the number of the shares of the Company held;
(4) whether he or she has been punished by the securities regulatory authorities and other relevant authorities and sanctioned by the stock exchange.
(5) other matters required by the Hong Kong Listing Rules.

Each candidate for director or supervisor should be separately proposed, except for directors or supervisors elected by way of a cumulative voting system. | Article 585 If a general meeting intends to discuss the election of directors or supervisors, the notice of the general meeting should disclose sufficient information about the candidates for directors and supervisors. The notice should at least include the following:
(1) personal particulars such as education background, work experience, and any concurrent positions held;
(2) whether there is any connected relationship with the Company or its controlling shareholders and de facto controller;
(3) the number of the shares of the Company held;
(4) whether he or she has been punished by the securities regulatory authorities and other relevant authorities and sanctioned by the stock exchange.
(52) other matters required by the Hong Kong Listing Rules.

Each candidate for director or supervisor should be separately proposed, except for directors or supervisors elected by way of a cumulative voting system. |

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Before Amendment	After Amendment
Article 61 All ordinary shareholders, or their proxies, registered on the record date shall have the right to attend the general meeting and exercise their voting rights in accordance with relevant laws, regulations, and the Articles of Association.

The shareholder may attend a general meeting in person or appoint a proxy (who may not be a shareholder) to attend the general meeting and cast votes on his/her behalf. Where the shareholder is a recognised clearing house (or its agents) defined by the relevant ordinances enacted from time to time in Hong Kong, the shareholder may authorize its company representative or one or more persons it considers appropriate as its proxy(ies) at any general meeting. | Article 6158 All ordinary shareholdersholders of ordinary shares (including holders of preferred shares with restored voting rights) and holders of shares with special voting rights, among others, or their proxies, registered on the record date shall have the right to attend the general meeting and exercise their voting rights in accordance with relevant laws, regulations, and the Articles of Association.

The shareholder may attend a general meeting in person or appoint a proxy (who may not be a shareholder) to attend the general meeting and cast votes on his/her behalf. Where the shareholder is a recognised clearing house (or its agents) defined by the relevant ordinances enacted from time to time in Hong Kong, the shareholder may authorize its company representative or one or more persons it considers appropriate as its proxy(ies) at any general meeting. |
| Article 63 Any shareholder who has the right to attend and vote at a general meeting shall have the right to appoint one or more persons (not necessarily shareholder(s)) as his/her/its proxies to attend and vote at the meeting.

Any proxy statement issued by a shareholder who authorizes a proxy to attend the general meeting on his/her behalf shall include the following details:

(1) the name of the proxy;
(2) whether the proxy is authorized to vote;
(3) respective instructions on affirmative, negative or abstention voting on each item for consideration listed in the general meeting agenda;
(4) the issuance date and valid period of the proxy statement; and
(5) the signature (or seal) of the shareholder. If the principal is a corporate shareholder, the corporate seal shall be affixed.

The power of attorney shall indicate whether the shareholder’s proxy can vote according to his/her own will if the shareholder does not give specific instructions. | Article 630 Any shareholder who has the right to attend and vote at a general meeting shall have the right to appoint one or more persons (not necessarily shareholder(s)) as his/her/its proxies to attend and vote at the meeting.

Any proxy statement issued by a shareholder who authorizes a proxy to attend the general meeting on his/her behalf shall include the following details:

(1) the name of the proxy;
(2) whether the proxy is authorized to vote;
(32) Specific instructions from the shareholder, including, among others, respective instructions on affirmative, negative or abstention voting on each item for consideration listed in the general meeting agenda;
(43) the issuance date and valid period of the proxy statement; and
(54) the signature (or seal) of the shareholder. If the principal is a corporate shareholder, the corporate seal shall be affixed, or the same shall be signed in person by its director or duly authorized representative.

The power of attorney shall indicate whether the shareholder’s proxy can vote according to his/her own will if the shareholder does not give specific instructions. |
| Article 65 Where the appointing shareholder is a legal person, its legal representative or the person authorized by the resolutions of its Board of Directors or other decision-making body shall be entitled to attend the general meeting of the Company as a representative of the appointing shareholder. | Deleted |

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Before Amendment	After Amendment
Article 68 When a general meeting is convened, all directors, supervisors and the secretary to the Board of the Company shall attend the meeting, and the general manager and other senior management personnel shall attend the meeting. Subject to the securities regulatory rules for the place where the Company's shares are listed, the foresaid persons may attend or present at the meeting through the network, video, telephone, or other means with the same effect.	Article 684 When a general meeting is convened, all directors, supervisors and the secretary to the Board of the Company shall attend the meeting, and the general manager and other senior management personnel shall attend the meeting. Where the general meeting requires directors and senior management personnel to attend, such directors and senior management personnel shall attend and be subject to questioning by the shareholders. Subject to the securities regulatory rules for the place where the Company's shares are listed, the foresaid persons may attend or present at the meeting through the network, video, telephone, or other means with the same effect.
Article 69 A general meeting shall be presided over by the chairman of the Board of Directors. In the event that the chairman is incapable of performing or is not performing his/her duties, a director nominated by a majority of the directors shall preside over the meeting.
A general meeting convened by the Supervisory Committee shall be presided over by the chairman of the Supervisory Committee. In the event that the chairman of the Supervisory Committee is incapable of performing or is not performing his/her duties, a supervisor nominated by a majority of the supervisors shall preside over the meeting.
A general meeting convened by shareholders shall be presided over by a representative nominated by the convener(s).
When a general meeting is convened, where the chairman of the meeting violates the rules of procedure and makes it impossible to continue the meeting, with the consent of more than half of the shareholders present at the meeting with voting rights, the general meeting may elect another person to serve as the chairman of the meeting and continue the meeting.	Article 695 A general meeting shall be presided over by the chairman of the Board of Directors. In the event that the chairman is incapable of performing or is not performing his/her duties, a director nominated by a majority of the directors shall preside over the meeting.
A general meeting convened by the Supervisory Audit Committee shall be presided over by the chairman of the Supervisory convenor of the Audit Committee. In the event that the chairman of the Supervisory convenor of the Audit Committee is incapable of performing or is not performing his/her duties, a supervisor member of the Audit Committee nominated by a majority of the supervisors members of the Audit Committee shall preside over the meeting.
A general meeting convened by shareholders shall be presided over by a representative nominated by the convener(s).
When a general meeting is convened, where the chairman of the meeting violates the rules of procedure and makes it impossible to continue the meeting, with the consent of more than half of the shareholders present at the meeting with voting rights, the general meeting may elect another person to serve as the chairman of the meeting and continue the meeting.

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Before Amendment	After Amendment
Article 78 The following matters shall be approved by the general meeting through ordinary resolutions: (1) work report of the Board of Directors and the Supervisory Committee; (2) plans of earnings distribution and loss make-up schemes drafted by the Board of Directors; (3) appointment or dismissal of the members of the Board of Directors and the Supervisory Committee, and their remuneration and payment methods; (4) annual budgets plan and final accounts plan of the Company; (5) annual report of the Company; (6) other matters other than those approved by special resolution stipulated in laws, administrative regulations, normative documents, the securities regulatory rules for the place where the Company’s shares are listed, or the Articles of Association.	Article 784 The following matters shall be approved by the general meeting through ordinary resolutions: (1) work report of the Board of Directors and the Supervisory Committee; (2) plans of earnings distribution and loss make-up schemes drafted by the Board of Directors; (3) appointment or dismissal of the members of the Board of Directors and the Supervisory Committee, and their remuneration and payment methods; (4) annual budgets plan and final accounts plan of the Company; (54) annual report of the Company; (65) other matters other than those approved by special resolution stipulated in laws, administrative regulations, normative documents, the securities regulatory rules for the place where the Company’s shares are listed, or the Articles of Association.
Article 79 The following matters shall be approved by special resolution at the general meeting: (1) the increase or reduction of the registered capital, and issue any shares, warrants, and other similar securities; (2) the division, spin-off, merger, dissolution and liquidation of the Company; (3) the amendment to the Articles of Association; (4) the acquisition or disposal of material assets by the Company within 12 consecutive months or the guarantee amount exceeds 30% of the latest audited total assets of the Company; (5) equity incentive plans; (6) other matters stipulated by laws, administrative regulations, the securities regulatory rules for the place where the Company’s shares are listed, and the Articles of Association, as well as other matters that the general meeting determines by ordinary resolution, will have a significant impact on the Company and need to be passed by special resolution.	Article 795 The following matters shall be approved by special resolution at the general meeting: (1) the increase or reduction of the registered capital, and issue any shares, warrants, and other similar securities; (2) the division, spin-off, merger, dissolution and liquidation of the Company; (3) the amendment to the Articles of Association; (4) the acquisition or disposal of material assets by the Company within 12 consecutive months or the guarantee amount provided by the Company to others exceeds 30% of the latest audited total assets of the Company; (5) equity incentive plans; (6) other matters stipulated by laws, administrative regulations, the securities regulatory rules for the place where the Company’s shares are listed, and the Articles of Association, as well as other matters that the general meeting determines by ordinary resolution, will have a significant impact on the Company and need to be passed by special resolution.
Transactions under which the Company unilaterally obtains benefits, including acceptance of donations of cash assets, debt relief, guarantees and financial assistance, may be exempt from compliance with the shareholders’ approval procedures under the first paragraph of this Article.
Transactions between the Company and its controlled subsidiaries included in the scope of its consolidated financial statements, or transactions among such controlled subsidiaries, may also be exempt from compliance with the shareholders’ approval procedures under the first paragraph of this Article.

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Before Amendment

After Amendment

Article 80 Shareholders (including proxies thereof) shall exercise their voting rights based on the number of voting shares they represent. Each share is entitled to one vote. At the time of voting, any shareholder who has two or more votes (including the proxies of such shareholders) needs not to cast all votes for or against any resolution or to abstain from voting on such resolution in the same way.

When considering the material matters affecting the interests of minority investors at the general meeting, the votes by minority investors shall be counted separately, and the results of such separate vote counting shall be publicly disclosed in a timely manner.

The Company’s shares held by the Company are not entitled to any voting rights and are not counted in the total voting shares represented by shareholders attending a general meeting.

Shareholders who purchase the voting shares of the Company in violation of the provisions of the first paragraph and the second paragraph of Article 63 of the Securities Law shall not exercise the voting right of the shares that exceed the prescribed ratio within 36 months after the purchase, and such number shall not be counted in the total number of voting shares represented by shareholders attending a general meeting.

Where any shareholder is, under the applicable laws, regulations, normative documents and the Hong Kong Listing Rules, required to abstain from voting rights on any particular resolution or restricted to vote only for or only against any particular resolution, any votes cast by such shareholders or proxies thereof in violation of such requirement or restriction shall not be counted.

The Board, independent non-executive directors, and shareholders who hold 1% or more of voting shares or investors protection institutes established in accordance with laws, administrative regulations, or the provisions of the CSRC and the securities regulatory authorities in the place where the Company’s shares are listed may solicit proxies from shareholders. Information, including the specific voting intention, shall be fully disclosed to the persons from whom voting rights are being collected. Consideration or de facto consideration for soliciting shareholders’ voting rights is prohibited. Except for statutory conditions, the Company shall not impose any minimum shareholding limitation for soliciting voting rights. | Article 8076 Shareholders (including proxies thereof) shall exercise their voting rights based on the number of voting shares they represent. Each share is entitled to one vote, other than holders of class shares. At the time of voting, any shareholder who has two or more votes (including the proxies of such shareholders) needs not to cast all votes for or against any resolution or to abstain from voting on such resolution in the same way.

When considering the material matters affecting the interests of minority investors at the general meeting, the votes by minority investors shall be counted separately, and the results of such separate vote counting shall be publicly disclosed in a timely manner.

The Company’s shares held by the Company are not entitled to any voting rights and are not counted in the total voting shares represented by shareholders attending a general meeting.

Shareholders who purchase the voting shares of the Company in violation of the provisions of the first paragraph and the second paragraph of Article 63 of the Securities Law shall not exercise the voting right of the shares that exceed the prescribed ratio within 36 months after the purchase, and such number shall not be counted in the total number of voting shares represented by shareholders attending a general meeting.

Where any shareholder is, under the applicable laws, regulations, normative documents and the Hong Kong Listing Rules, required to abstain from voting rights on any particular resolution or restricted to vote only for or only against any particular resolution, any votes cast by such shareholders or proxies thereof in violation of such requirement or restriction shall not be counted.

The Board, independent non-executive directors, and shareholders who hold 1% or more of voting shares or investors protection institutes established in accordance with laws, administrative regulations, or the provisions of the CSRC and the securities regulatory authorities in the place where the Company’s shares are listed may solicit proxies from shareholders. Information, including the specific voting intention, shall be fully disclosed to the persons from whom voting rights are being collected. Consideration or de facto consideration for soliciting shareholders’ voting rights is prohibited. Except for statutory conditions, the Company shall not impose any minimum shareholding limitation for soliciting voting rights. |

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Before Amendment	After Amendment
Article 81 When a connected transaction is considered at a general meeting, the connected shareholders shall refrain from voting, and the number of voting shares that they represent shall not be counted as the total number of valid voting shares. The announcement of resolutions at the general meeting shall fully disclose the voting of non-connected shareholders.

When the general meetings resolve matters relating to connected transactions, the connected shareholders shall take the initiative to disclose the connected relationship and abstain from voting. Where the shareholders do not take the initiative to disclose the connected relationship and abstain from voting, the other shareholders may require them to do so. The convener shall investigate whether such shareholders are connected shareholders and whether they are required to abstain from voting in accordance with relevant regulations.

The connected shareholders who are required to abstain from voting may participate in the discussion of the connected transactions in which they are involved, and explain and disclose matters, such as reasons for the connected transactions, basic details of the transactions, the fairness and legitimacy of the transactions, to the general meetings.

The chairman of the meeting shall, before any proposal on connected transactions is considered at the general meeting, inform connected shareholders that they are not entitled to vote on the proposal, and announce the number of attending shareholders and proxies other than connected shareholders and the total number of their voting shares.

The votes cast by any connected shareholders on connected transactions in violation of this Article shall be invalid.

If, after the conclusion of the general meeting, other shareholders find out that the connected shareholders have participated in the voting on the connected transactions, or the shareholders disagree on the applicability of abstention, the shareholders shall be entitled to file a lawsuit with the people's courts in respect of the relevant resolutions according to the relevant provisions of the Articles of Association. | Article 8177 When a connected transaction is considered at a general meeting, the connected shareholders shall refrain from voting, and the number of voting shares that they represent shall not be counted as the total number of valid voting shares. The announcement of resolutions at the general meeting shall fully disclose the voting of non-connected shareholders.

When the general meetings resolve matters relating to connected transactions, the connected shareholders shall take the initiative to disclose the connected relationship and abstain from voting. Where the shareholders do not take the initiative to disclose the connected relationship and abstain from voting, the other shareholders may require them to do so. The convener shall investigate whether such shareholders are connected shareholders and whether they are required to abstain from voting in accordance with relevant regulations.

The connected shareholders who are required to abstain from voting may participate in the discussion of the connected transactions in which they are involved, and explain and disclose matters, such as reasons for the connected transactions, basic details of the transactions, the fairness and legitimacy of the transactions, to the general meetings.

The chairman of the meeting shall, before any proposal on connected transactions is considered at the general meeting, inform connected shareholders that they are not entitled to vote on the proposal, and announce the number of attending shareholders and proxies other than connected shareholders and the total number of their voting shares.

The votes cast by any connected shareholders on connected transactions in violation of this Article shall be invalid.

If, after the conclusion of the general meeting, other shareholders find out that the connected shareholders have participated in the voting on the connected transactions, or the shareholders disagree on the applicability of abstention, the shareholders shall be entitled to file a lawsuit with the people's courts in respect of the relevant resolutions according to the relevant provisions of the Articles of Association. |

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Before Amendment	After Amendment
Article 83 The list of candidates for directors and non-employee representative supervisors shall be submitted to a general meeting for voting in the form of a proposal. The employee representative supervisors shall be democratically elected by the employee (representative) meeting of the Company.

The candidates for directors and non-employee representative supervisors may be proposed by the Board, the Supervisory Committee, or shareholders holding individually or in aggregate more than 1% of the Company's issued shares, and shall be decided by the general meetings.

The Board shall provide shareholders with brief biographies and basic information about the candidates for the roles of directors or supervisors.

A candidate for director and non-employee representative supervisor shall, before a general meeting, issue a written undertaking in which he/she agrees to accept the nomination, undertakes that the information of the candidate disclosed by the nominator is true and complete, and guarantees that he/she will perform statutory duties after he/she is elected. The letter of undertaking from a supervisor who is an employee representative shall also be submitted to the Board.

An accumulative voting system may be adopted for the election of directors and supervisors at the general meeting according to the provisions of the Articles of Association or a resolution of the general meeting. When two or more directors or supervisors are elected at a general meeting, an accumulative voting system will be adopted.

For the purpose of the preceding paragraph, the term "accumulative voting system" refers to the fact that each share shall be entitled to the number of votes equivalent to the number of directors or supervisors to be elected at the general meeting, and each shareholder may cast all his/her votes to a single candidate or spread his/her votes among different candidates. The Board shall inform the shareholders of the brief biographies and basic information of the candidates for directors and supervisors. | Article 8379 The list of candidates for directors—and non-employee representative supervisors shall be submitted to a general meeting for voting in the form of a proposal. The employee representative supervisors shall be democratically elected by the employee (representative) meeting of the Company.

The candidates for directors and non-employee representative supervisors may be proposed by the Board, the Supervisory Committee, or shareholders holding individually or in aggregate more than 1% of the Company's issued shares, and shall be decided by the general meetings.

The Board shall provide shareholders with brief biographies and basic information about the candidates for the roles of directors or supervisors.

A candidate for director and non-employee representative supervisor shall, before a general meeting, issue a written undertaking in which he/she agrees to accept the nomination, undertakes that the information of the candidate disclosed by the nominator is true and complete, and guarantees that he/she will perform statutory duties after he/she is elected. The letter of undertaking from a supervisor who is an employee representative shall also be submitted to the Board.

An accumulative voting system may be adopted for the election of directors and supervisors at the general meeting according to the provisions of the Articles of Association or a resolution of the general meeting. When more than two or more directors or supervisors are elected at a general meeting, an accumulative voting system will be adopted implemented.

For the purpose of the preceding paragraph, the term "accumulative voting system" refers to the fact that each share shall be entitled to the number of votes equivalent to the number of directors or supervisors to be elected at the general meeting, and each shareholder may cast all his/her votes to a single candidate or spread his/her votes among different candidates. The Board shall inform the shareholders of the brief biographies and basic information of the candidates for directors and supervisors. |

Before Amendment	After Amendment
Article 93 The resolutions of a general meeting shall be announced in a timely manner, and the announcement shall state the number of shareholders (and proxies thereof) attending the meeting, the total number of voting shares held by them, and their aggregate proportion to the total number of voting shares of the Company, the voting method, the voting result of each proposal and the details of each proposal passed as well as other information required to be disclosed under the Hong Kong Listing Rules.	Article 9389 The resolutions of a general meeting shall be announced in a timely manner, and the announcement shall state the number of shareholders (and proxies thereof) attending the meeting, the total number of voting shares held by them, and their aggregate proportion to the total number of voting shares of the Company, the voting method, the voting result of each proposal and the details of each proposal passed as well as other information required to be disclosed under the Hong Kong Listing Rules.
A company issuing domestically listed foreign shares or class shares shall separately tabulate the attendance and voting at the meeting by holders of domestic shares and foreign shares, and by holders of ordinary shares (including holders of preferred shares with restored voting rights) and holders of class shares.

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Article 98 The directors shall be elected or replaced by the general meeting, and subject to the provisions of relevant laws and administrative regulations, may be removed by the general meeting through an ordinary resolution before the expiration of their term of office, provided that such removal shall be without prejudice to any claim for damages that such director may have under any contract. The directors serve three-year terms, and the director can be re-elected and reappointed at the end of the term. However, where the independent non-executive director has served for a term of more than nine years, further appointment shall be subject to the relevant review procedures under the Hong Kong Listing Rules.

The term of office of a director shall commence from the date of taking the position until the expiry of the term of office of the current session of the Board of Directors. A director shall continue to perform his/her duties as a director in accordance with laws, administrative regulations, departmental rules, the securities regulatory rules for the place where the Company's shares are listed, and the Articles of Association until a duly re-elected director takes office, if re-election is not conducted in a timely manner upon the expiry of his/her term of office.

Without violation of relevant laws, administrative regulations and the securities regulatory rules for the place where the Company's shares are listed, any director appointed by the Board of Directors to fill a casual vacancy to the Board of Directors shall hold its office until the first general meeting after accepting the appointment, and shall then be eligible for re-election.

A director may be concurrently serve as the general manager or other senior management personnel, but the total number of directors concurrently serving as general manager or other senior management personnel and directors served by employee representatives shall not exceed one-half of the total number of directors of the Company.

The Company does not have employee representative directors for the time being. | Article 9894 The directors shall be elected or replaced by the general meeting, and subject to the provisions of relevant laws and administrative regulations, may be removed by the general meeting through an ordinary resolution before the expiration of their term of office, provided that such removal shall be without prejudice to any claim for damages that such director may have under any contract may be removed by the general meeting before the expiration of their terms of office. The directors serve three-year terms, and the:

The director can be re-elected and reappointed at the end of the term. However, where the independent non-executive director has served for a term of more than nine years, further appointment shall be subject to the relevant review procedures under the Hong Kong Listing Rules.

The term of office of a director shall commence from the date of taking the position until the expiry of the term of office of the current session of the Board of Directors. A director shall continue to perform his/her duties as a director in accordance with laws, administrative regulations, departmental rules, the securities regulatory rules for the place where the Company's shares are listed, and the Articles of Association until a duly re-elected director takes office, if re-election is not conducted in a timely manner upon the expiry of his/her term of office.

Without violation of relevant laws, administrative regulations and the securities regulatory rules for the place where the Company's shares are listed, any director appointed by the Board of Directors to fill a casual vacancy to the Board of Directors shall hold its office until the first general meeting after accepting the appointment, and shall then be eligible for re-election.

A director may be concurrently serve as the general manager or other senior management personnel, but the total number of directors concurrently serving as general manager or other senior management personnel and directors served by employee representatives shall not exceed one-half of the total number of directors of the Company.

The Company does not have employee representative directors for the time being. |

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After Amendment

Article 99 The directors shall abide by laws, administrative regulations, the securities regulatory rules for the place where the Company's shares are listed, and the Articles of Association, and bear the following faithful obligations to the Company, and take measures to avoid the conflict between their own interests and those of the Company, and shall not seek any improper interests by taking advantage of their powers. The directors of the Company are prohibited from any acts as said in the following:

(1) not to take advantage of their powers to accept bribes or other illegal income and not to misappropriate the Company's property;
(2) not to misappropriate the Company's funds;
(3) not to open accounts in his/her own name or in the name of any other person for the deposit of the Company's assets or funds;
(4) shall not, in violation of the Articles of Association, loan the Company's funds to any other person or give the Company's assets as security for the debt of any other person without the approval of the general meeting or the Board of Directors;
(5) shall not conclude any contract or engage in any transaction with the Company either in violation of the Articles of Association or without the approval of the general meeting;
(6) shall not use the advantages provided by their own positions to pursue business opportunities that properly belong to the Company, unless the Company cannot use the business opportunities according to laws, administrative regulations, the securities regulatory rules for the place where the Company's shares are listed, and the Articles of Association; shall not engage in the same business as the Company either for their own account or for the account of any other person without the approval of the general meeting; | Article 9995 The directors shall abide by laws, administrative regulations, the securities regulatory rules for the place where the Company's shares are listed, and the Articles of Association, and bear the following faithful obligations to the Company, and take measures to avoid the conflict between their own interests and those of the Company, and shall not seek any improper interests by taking advantage of their powers. The directors of the Company are prohibited from any acts as said in the following:

(1) not to take advantage of their powers to accept bribes or other illegal income and not to misappropriate the Company's property; (2) not to or misappropriate the Company's funds; (32) not to open accounts in his/her own name or in the name of any other person for the deposit of the Company's assets or funds; (43) shall not, in violation of the Articles of Association, loan the Company's funds to any other person or give the Company's assets as security for the debt of any other person without the approval of the general meeting or the Board of Directors use their powers to offer bribes or accept other illegal income; (54) shall not conclude any contract or engage in any transaction with the Company either in violation of the Articles of Association or without the approval of the general meeting enter into any contract or conducting any transaction with the Company, directly or indirectly, without reporting to the Board of Directors or the general meeting and obtaining approval by a resolution of the Board of Directors or the general meeting in accordance with these Articles of Association; (65) shall not use the advantages provided by their own positions to pursue business opportunities that properly belong to the Company, except where they have reported such matter to the Board of Directors or the general meeting and it has been approved by a resolution of the general meeting, unless the Company cannot use the business opportunities according to laws, administrative regulations, the securities regulatory rules for the place where the Company's shares are listed, and the Articles of Association; (6) shall not engage in the same business as the Company either for their own account or for the account of any other person without the approval of the general meeting reporting to the Board of Directors or the general meeting and obtaining approval by a resolution of the general meeting; |

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Before Amendment	After Amendment
(7) shall not accept commissions paid by others for transactions conducted with the Company as their own;
(8) shall not disclose the confidential information of the Company without authorization;
(9) shall not abuse their connected relationships to damage the Company’s interests;
(10) other fiduciary obligations stipulated in laws, administrative regulations, departmental rules, the securities regulatory rules for the place where the Company’s shares are listed, and the Articles of Association.

The income obtained by the director in violation of this article shall belong to the Company. If losses are caused to the Company because of such violation, such director shall be liable for compensation.

Where any of the close relatives of the directors, or any of the enterprises directly or indirectly controlled by the directors or any of their close relatives, or any of the connected parties who have any other connected relationship with the directors, enters into a contract or conducts a transaction with the Company, the Item (5) of the preceding paragraph shall apply. | (7) shall not accept commissions paid by others for transactions conducted with the Company as their own;
(8) shall not disclose the confidential information of the Company without authorization;
(9) shall not abuse their connected relationships to damage the Company’s interests;
(10) other fiduciary obligations stipulated in laws, administrative regulations, departmental rules, the securities regulatory rules for the place where the Company’s shares are listed, and the Articles of Association.

The income obtained by the director in violation of this article shall belong to the Company. If losses are caused to the Company because of such violation, such director shall be liable for compensation.

Where any of the close relatives of the directors or members of the senior management, or any of the enterprises directly or indirectly controlled by the directors or members of the senior management or any of their close relatives, or any of the connected parties who have any other connected relationship with the directors or members of the senior management, enters into a contract or conducts a transaction with the Company, the Item (54) of the preceding paragraph shall apply. |

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Before Amendment	After Amendment
Article 102 A director may resign before his/her tenure expires. The director to resign shall submit to the Board of Directors a written report in relation to his/her resignation. The Board shall disclose the relevant information within two days. In the event that the resignation of any director results in the number of members of the Board of the Company falling below the quorum, or the number of independent non-executive directors falls below one-third of the members of the Board or there is no professional in accounting or with related financial management expertise that meets regulatory requirements among the independent non-executive directors as a result of the resignation of an independent non-executive director, the director shall continue to perform his/her duties as a director in accordance with laws, administrative regulations, departmental rules, the securities regulatory rules for the place where the Company's shares are listed and the Articles of Association until a duly re-elected director takes office. Other than the circumstances referred to in the preceding paragraph, the resignation of a director shall become effective upon submission of his/her resignation report to the Board.	Article 10298 A director may resign before his/her tenure expires. The director to resign shall submit to the Board of Directors Company a written report in relation to his/her resignation. The Board shall disclose the relevant information within two days, and the resignation shall take effect on the date the Company receives such resignation report. In the event that the resignation of any director results in the number of members of the Board of the Company falling below the quorum, or the number of independent non-executive directors falls below one-third of the members of the Board or there is no professional in accounting or with related financial management expertise that meets regulatory requirements among the independent non-executive directors as a result of the resignation of an independent non-executive director, the director shall continue to perform his/her duties as a director in accordance with laws, administrative regulations, departmental rules, the securities regulatory rules for the place where the Company's shares are listed and the Articles of Association until a duly re-elected director takes office. Other than the circumstances referred to in the preceding paragraph, the resignation of a director shall become effective upon submission of his/her resignation report to the Board.
The general meeting may resolve to remove a director, and such removal shall take effect on the date the resolution is passed.
Article 105 A director who contravenes laws, administrative regulations, departmental rules, the securities regulatory rules for the place where the Company's shares are listed or the Articles of Association in the performance of his/her duties resulting in any loss to the Company, shall be liable to the Company for compensation.	Article 1051 Where a director, in the performance of the Company's duties, causes damage to any other person, the Company shall bear liability for compensation; where the director acts intentionally or with gross negligence, the director shall also be liable for compensation. A director who contravenes laws, administrative regulations, departmental rules, the securities regulatory rules for the place where the Company's shares are listed or the Articles of Association in the performance of his/her duties resulting in any loss to the Company, shall be liable to the Company for compensation.
Article 108 The Board of Directors is composed of nine directors, including one chairman of the Board and three independent non-executive directors.	Article 1084 The Board of Directors is composed of nine directors, including one chairman of the Board and at least three independent non-executive directors, and one employee representative director shall be appointed in accordance with the Company Law.

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Before Amendment	After Amendment
Article 109 The Board of Directors shall exercise the following functions and powers:
(1) to convene general meetings and report to the general meetings;
(2) to implement resolutions of the general meetings;
(3) to decide on the Company’s business plans and investment plans;
(4) to formulate the annual financial budgets and final accounts of the Company;
(5) to formulate the Company’s profit distribution plans and plans on making up losses;
(6) to formulate proposals for the increase or reduction of the Company’s registered capital, the issuance of bonds or other securities of the Company, and the listing of shares of the Company;
(7) to formulate plans for the Company’s major acquisition, repurchase shares of the Company, or merger, division, dissolution or change of corporate form of the Company;
(8) to decide on matters such as investments, acquisition and disposal of assets, pledge of assets, external guarantee, connected transactions, entrustment of financial management and donations of the Company within the scope of authorization by the general meeting;
(9) to decide on the Company’s borrowings from banks or applications for credit institutions exceeding in aggregate 30% of the Company’s latest audited total assets for a period of 12 consecutive months but not exceeding 50% of the Company’s latest audited total assets;
(10) to decide on the establishment of internal management organs of the Company;
(11) to decide on the appointment or dismissal of the Company’s general manager, the secretary to the Board; according to the nomination of the general manager, to decide to appoint or dismiss the Company’s deputy general manager, financial officer and other senior management personnel, and to decide on matters of their remuneration, rewards and punishments;
(12) to formulate the basic management system of the Company;
(13) to formulate proposals to amend the Articles of Association;
(14) to manage the Company’s disclosures;
(15) to propose to the general meeting the appointment or replacement of the accounting firm that provides audit services to the Company;
(16) to listen to the work report of the general manager of the Company and to inspect the work of the general manager of the Company;
(17) other functions and powers provided for in laws, administrative regulations, departmental rules, the securities regulatory rules for the place where the Company’s shares are listed, or the Articles of Association.	Article 1095 The Board of Directors shall exercise the following functions and powers:
(1) to convene general meetings and report to the general meetings;
(2) to implement resolutions of the general meetings;
(3) to decide on the Company’s business plans and investment plans;
(4) to formulate the annual financial budgets and final accounts of the Company;
(54) to formulate the Company’s profit distribution plans and plans on making up losses;
(65) to formulate proposals for the increase or reduction of the Company’s registered capital, the issuance of bonds or other securities of the Company, and the listing of shares of the Company;
(76) to formulate plans for the Company’s major acquisition, repurchase shares of the Company, or merger, division, dissolution or change of corporate form of the Company;
(87) to decide on matters such as investments, acquisition and disposal of assets, pledge of assets, external guarantee, connected transactions, entrustment of financial management and donations of the Company within the scope of authorization by the general meeting;
(9) to decide on the Company’s borrowings from banks or applications for credit institutions exceeding in aggregate 30% of the Company’s latest audited total assets for a period of 12 consecutive months but not exceeding 50% of the Company’s latest audited total assets;
(108) to decide on the establishment of internal management organs of the Company;
(119) to decide on the appointment or dismissal of the Company’s general manager, the secretary to the Board (if applicable) and other senior management members, and to decide on matters relating to their remuneration, rewards and penalties; according to the nomination of the general manager, to decide to appoint or dismiss the Company’s deputy general manager, financial officer and other senior management personnel, and to decide on matters of their remuneration, rewards and punishments;
(1210) to formulate the basic management system of the Company;
(1311) to formulate proposals to amend the Articles of Association;
(1412) to manage the Company’s disclosures;
(1513) to propose to the general meeting the appointment or replacement of the accounting firm that provides audit services to the Company;
(1614) to listen to the work report of the general manager of the Company and to inspect the work of the general manager of the Company;
(1715) other functions and powers provided for in laws, administrative regulations, departmental rules, the securities regulatory rules for the place where the Company’s shares are listed, or the Articles of Association.

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Before Amendment	After Amendment
Matters beyond the scope of authorization of the general meeting shall be submitted by the Board of Directors to the general meeting for consideration.

The general meeting may authorize the Board of Directors to decide to issue not more than 50% of the shares that have been issued within three years. However, if the capital contributions are to be made using non-monetary property, they shall be subject to a resolution made by the general meeting. Where the Board of Directors decides to issue shares pursuant to the preceding paragraph, and thus results in a change in the registered capital or the number of issued shares of the Company, the voting at the general meeting may not be needed to revise such item set forth in the Articles of Association of the Company. Where the general meeting authorizes the Board of Directors to decide on the issuance of new shares, a resolution of the Board of Directors shall be adopted by two-thirds of all the directors.

The Board of Directors of the Company shall establish the audit committee and shall, as needed, establish relevant special committees such as the strategy committee, the nomination committee, and the remuneration and appraisal committee. The special committees are accountable to the Board of Directors and perform their duties in accordance with the Articles of Association and the authorization of the Board, and proposals shall be submitted to the Board for consideration and approval. All members of the special committees are directors. In particular, the majority of the members of the audit committee, the nomination committee, and the remuneration and appraisal committee are independent directors who are also the conveners (chairmen), and the convener (chairman) of the audit committee shall be an accounting professional. The Board of Directors shall be responsible for formulating the rules of procedure of the special committees to regulate their operations. The audit committee is mainly responsible for reviewing the financial information of the Company and its disclosure, supervising and evaluating internal and external auditing work and internal control. The strategy committee is mainly responsible for studying and making recommendations on the long-term development strategy and major investment decisions of the Company. The nomination committee is mainly responsible for formulating the criteria and procedures for the selection of directors and senior management personnel, and selecting and reviewing the candidates for directors and senior management personnel and their qualifications. The remuneration and appraisal committee is mainly responsible for formulating the evaluation criteria for directors and senior management personnel and conducting the evaluation, and formulating and reviewing the remuneration policies and programs for directors and senior management personnel. | Matters beyond the scope of authorization of the general meeting shall be submitted by the Board of Directors to the general meeting for consideration.

The general meeting may authorize the Board of Directors to decide to issue not more than 50% of the shares that have been issued within three years. However, if the capital contributions are to be made using non-monetary property, they shall be subject to a resolution made by the general meeting. Where the Board of Directors decides to issue shares pursuant to the preceding paragraph, and thus results in a change in the registered capital or the number of issued shares of the Company, the voting at the general meeting may not be needed to revise such item set forth in the Articles of Association of the Company. Where the general meeting authorizes the Board of Directors to decide on the issuance of new shares, a resolution of the Board of Directors shall be adopted by two-thirds of all the directors.

The Board of Directors of the Company shall establish the audit committee and shall, as needed, establish relevant special committees such as the strategy committee, the nomination committee, and the remuneration and appraisal committee. The special committees are accountable to the Board of Directors and perform their duties in accordance with the Articles of Association and the authorization of the Board, and proposals shall be submitted to the Board for consideration and approval. All members of the special committees are directors. In particular, the majority of the members of the audit committee, the nomination committee, and the remuneration and appraisal committee are independent directors who are also the conveners (chairmen), and the convener (chairman) of the audit committee shall be an accounting professional. The Board of Directors shall be responsible for formulating the rules of procedure of the special committees to regulate their operations. The audit committee is mainly responsible for reviewing the financial information of the Company and its disclosure, supervising and evaluating internal and external auditing work and internal control. The strategy committee is mainly responsible for studying and making recommendations on the long-term development strategy and major investment decisions of the Company. The nomination committee is mainly responsible for formulating the criteria and procedures for the selection of directors and senior management personnel, and selecting and reviewing the candidates for directors and senior management personnel and their qualifications. The remuneration and appraisal committee is mainly responsible for formulating the evaluation criteria for directors and senior management personnel and conducting the evaluation, and formulating and reviewing the remuneration policies and programs for directors and senior management personnel. |

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Before Amendment	After Amendment
Article 112 The Board of Directors shall determine the authority of external investment, acquisition and sale of assets, asset mortgage, external guarantee matters, connected transactions, entrusted financial management, and external donations, and establish strict review and decision-making procedures. Major investment projects shall be reviewed by relevant experts and professionals and reported to the general meeting for approval.
1. Where a transaction (which has the same meaning as the “transaction” referred to in Article 40 of the Articles of Association) conducted by the Company meets one of the following criteria, it shall be submitted to the general meeting for consideration:
(1) the total assets involved in the transaction account for more than 10% of the Company’s latest audited total assets. Where the total assets involved in the transaction have both book value and appraised value, whatever is higher, shall be taken for calculation;
(2) the transaction amount of the transaction accounts for more than 10% of the Company’s market value;
(3) the net assets of the subject matter of the transaction (such as equity interests) for the most recent financial year account for more than 10% of the Company’s market value;
(4) the operating revenue related to the subject matter of the transaction (such as equity interests) for the most recent financial year accounts for more than 10% of the Company’s audited operating revenue for the same period, with an absolute amount exceeding RMB10 million;
(5) the profit derived from the transaction accounts for more than 10% of the Company’s audited net profit for the most recent financial year, with an absolute amount exceeding RMB1 million;
(6) the net profit in connection with the subject matter of transaction (such as equity interests) for the most recent financial year accounts for more than 10% of the Company’s audited net profit for the same period, with an absolute amount exceeding RMB1 million;
If the figure involved in the above index calculation is negative, the absolute value shall be taken for calculation.
2. Except for the guarantees that must be submitted to the general meeting for consideration as stipulated in the Articles of Association, other guarantees of the Company shall be approved by the Board of Directors. When the guarantees are considered by the Board of Directors, in addition to being required to be passed by exceeding half of all directors, they require the approval of more than two-thirds of directors present at the Board meeting.
3. Other matters required to be considered at the Board meeting according to laws, regulations and relevant rules.
Matters that fall within the scope of the decision-making authority of the Board of Directors as prescribed in the preceding paragraph, such as those required to be considered and approved at the general meeting in accordance with laws, administrative regulations, the securities regulatory rules for the place where the Company’s shares are listed or the Articles of Association, shall be implemented in accordance with relevant provisions.	Article 112108 The Board of Directors shall determine the authority of external investment, acquisition and sale of assets, asset mortgage, external guarantee matters; and connected transactions, entrusted financial management, and external donations, and establish strict review and decision-making procedures. Major investment projects shall be reviewed by relevant experts and professionals and reported to the general meeting for approval.
1. Where a transaction (which has the same meaning as the “transaction” referred to in Article 40 of the Articles of Association) conducted by the Company meets one of the following criteria, it shall be submitted to the general meeting for consideration:
(1) the total assets involved in the transaction account for more than 10% of the Company’s latest audited total assets. Where the total assets involved in the transaction have both book value and appraised value, whatever is higher, shall be taken for calculation;
(2) the transaction amount of the transaction accounts for more than 10% of the Company’s market value;
(3) the net assets of the subject matter of the transaction (such as equity interests) for the most recent financial year account for more than 10% of the Company’s market value;
(4) the operating revenue related to the subject matter of the transaction (such as equity interests) for the most recent financial year accounts for more than 10% of the Company’s audited operating revenue for the same period, with an absolute amount exceeding RMB10 million;
(5) the profit derived from the transaction accounts for more than 10% of the Company’s audited net profit for the most recent financial year, with an absolute amount exceeding RMB1 million;
(6) the net profit in connection with the subject matter of transaction (such as equity interests) for the most recent financial year accounts for more than 10% of the Company’s audited net profit for the same period, with an absolute amount exceeding RMB1 million;
If the figure involved in the above index calculation is negative, the absolute value shall be taken for calculation.
2. Except for the guarantees that must be submitted to the general meeting for consideration as stipulated in the Articles of Association, other guarantees of the Company shall be approved by the Board of Directors. When the guarantees are considered by the Board of Directors, in addition to being required to be passed by exceeding half of all directors, they require the approval of more than two-thirds of directors present at the Board meeting.
3. Other matters required to be considered at the Board meeting according to laws, regulations and relevant rules.
Matters that fall within the scope of the decision-making authority of the Board of Directors as prescribed in the preceding paragraph, such as those required to be considered and approved at the general meeting in accordance with laws, administrative regulations, the securities regulatory rules for the place where the Company’s shares are listed or the Articles of Association, shall be implemented in accordance with relevant provisions.

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Article 114 The chairman of the Board of Directors shall exercise the following duties and powers:
(1) to preside over general meetings, convene and preside over the Board meetings;
(2) to monitor and check the implementation of the resolutions of the Board;
(3) to sign important documents of the Board and other documents which shall be signed by the legal representative of the Company;
(4) to exercise the functions and powers as a legal representative of the Company;
(5) in emergencies of force majeure such as extraordinarily serious natural disasters, to exercise special disposal rights with respect to the Company's business in compliance with laws and in the interest of the Company, and to report to the Board and the general meetings of the Company thereafter;
(6) the following duties and powers conferred by the Board:
(i) the total assets involved in the transaction account for less than 10% of the Company's latest audited total assets. Where the total assets involved in the transaction have both book value and appraised value, whatever is higher, shall be taken for calculation;
(ii) the net assets of the subject matter of the transaction (such as equity interests) for the most recent financial year accounts for less than 10% of the Company's market value;
(iii) the operating revenue related to the subject matter of the transaction (such as equity interests) for the most recent financial year accounts for less than 10% of the Company's audited operating revenue for the same period, or the absolute amount does not exceed RMB10 million;
(iv) the net profit related to the subject matter of the transaction (such as equity interests) for the most recent financial year accounts for less than 10% of the Company's audited net profit for the same period, or the absolute amount does not exceed RMB1 million;
(v) the transaction amount of the transaction accounts for less than 10% of the Company's market value;
(vi) the profit derived from the transaction accounts for less than 10% of the Company's audited net profit for the most recent financial year, or the absolute amount does not exceed RMB1 million.
In case the figure involved in the above index calculation is negative, the absolute value thereof shall be taken for calculation.
Matters that fall within the scope of the decision-making authority of the Board of Directors as prescribed in the preceding paragraph, such as those required to be considered and approved at the general meeting according to laws, administrative regulations, the securities regulatory rules for the place where the Company's shares are listed and the Articles of Association, shall be implemented in accordance with relevant provisions.
The chairman shall not perform beyond the scope of his/her duties and powers.
The chairman shall make decisions prudently in the event of matters that may have a significant impact on the Company's operations when exercising powers within the scope of his duties and powers (including authorization), and shall submit to the Board for collective decision-making when necessary.
The chairman shall inform all directors of the implementation of the delegated matters in a timely manner.	Article 1140 The chairman of the Board of Directors shall exercise the following duties and powers:
(1) to preside over general meetings, convene and preside over the Board meetings;
(2) to monitor and check the implementation of the resolutions of the Board;
(3) to sign important documents of the Board and other documents which shall be signed by the legal representative of the Company;
(4) to exercise the functions and powers as a legal representative of the Company;
(5) in emergencies of force majeure such as extraordinarily serious natural disasters, to exercise special disposal rights with respect to the Company's business in compliance with laws and in the interest of the Company, and to report to the Board and the general meetings of the Company thereafter;
(6) other the following duties and powers conferred by the Board:
(i) the total assets involved in the transaction account for less than 10% of the Company's latest audited total assets. Where the total assets involved in the transaction have both book value and appraised value, whatever is higher, shall be taken for calculation;
(ii) the net assets of the subject matter of the transaction (such as equity interests) for the most recent financial year accounts for less than 10% of the Company's market value;
(iii) the operating revenue related to the subject matter of the transaction (such as equity interests) for the most recent financial year accounts for less than 10% of the Company's audited operating revenue for the same period, or the absolute amount does not exceed RMB10 million;
(iv) the net profit related to the subject matter of the transaction (such as equity interests) for the most recent financial year accounts for less than 10% of the Company's audited net profit for the same period, or the absolute amount does not exceed RMB1 million;
(v) the transaction amount of the transaction accounts for less than 10% of the Company's market value;
(vi) the profit derived from the transaction accounts for less than 10% of the Company's audited net profit for the most recent financial year, or the absolute amount does not exceed RMB1 million.
In case the figure involved in the above index calculation is negative, the absolute value thereof shall be taken for calculation.
Matters that fall within the scope of the decision-making authority of the Board of Directors as prescribed in the preceding paragraph, such as those required to be considered and approved at the general meeting according to laws, administrative regulations, the securities regulatory rules for the place where the Company's shares are listed and the Articles of Association, shall be implemented in accordance with relevant provisions.
The chairman shall not perform beyond the scope of his/her duties and powers.
The chairman shall make decisions prudently in the event of matters that may have a significant impact on the Company's operations when exercising powers within the scope of his duties and powers (including authorization), and shall submit to the Board for collective decision-making when necessary.
The chairman shall inform all directors of the implementation of the delegated matters in a timely manner.

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Before Amendment

After Amendment

Article 126 The directors shall bear liability for the resolutions of the Board of Directors. Provided a resolution of the Board of Directors violates laws, administrative regulations, the securities regulatory rules for the place where the Company's shares are listed or the Articles of Association or resolutions of the general meeting, thereby causing serious losses to the Company, the directors who take part in the resolution shall be liable to the Company for damages. However, provided a director can prove that he/she has expressed his/her opposition to such resolution when it is put to the vote, and that such opposition has been recorded in the minutes of the meeting, the director may be relieved from such liability.

If the Board makes a resolution on external guarantees in violation of the provisions of the Articles of Association on the approval authority or the review procedures for external guarantees, the Supervisory Committee shall propose that the general meeting should replace those directors who have voted in favor of the relevant resolution at the Board meeting; and if the Company has suffered any losses arising therefrom, the directors who have voted in favor of the relevant resolution at the Board meeting shall be jointly and severally liable for compensation to the Company. | Article 126122 The directors shall bear liability for the resolutions of the Board of Directors. Provided a resolution of the Board of Directors violates laws, administrative regulations, the securities regulatory rules for the place where the Company's shares are listed or the Articles of Association or resolutions of the general meeting, thereby causing serious losses to the Company, the directors who take part in the resolution shall be liable to the Company for damages. However, provided a director can prove that he/she has expressed his/her opposition to such resolution when it is put to the vote, and that such opposition has been recorded in the minutes of the meeting, the director may be relieved from such liability.

If the Board makes a resolution on external guarantees in violation of the provisions of the Articles of Association on the approval authority or the review procedures for external guarantees, the Supervisory Committee shall propose that the general meeting should replace those directors who have voted in favor of the relevant resolution at the Board meeting; and if the Company has suffered any losses arising therefrom, the directors who have voted in favor of the relevant resolution at the Board meeting shall be jointly and severally liable for compensation to the Company. |
| Newly added | Article 123 The Company shall establish an Audit Committee under the Board of Directors to exercise the powers of the Supervisory Committee as prescribed under the Company Law. |
| Newly added | Article 124 The Audit Committee shall comprise not less than three members, all of whom shall be non-executive directors, of whom more than one-half shall be independent non-executive directors, and at least one shall be an independent non-executive director who possesses the appropriate professional qualifications or the appropriate accounting or related financial management expertise as required under the Hong Kong Listing Rules. The chairman of the Audit Committee shall be an accounting professional among the independent non-executive directors. |

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Before Amendment	After Amendment
Newly added	Article 125 The Board of Directors has established strategic, nomination, remuneration and appraisal committees, and may establish any other special committees it deems necessary. The specialized committees shall be accountable to the Board of Directors and perform their duties in accordance with these Articles of Association and the authorization of the Board of Directors, and their proposals shall be submitted to the Board of Directors for consideration and decision. The Board of Directors shall be responsible for formulating the working rules of the specialized committees and regulating their operation. The strategic committee shall be mainly responsible for conducting research on and making recommendations regarding the Company’s long-term development strategies and major investment decisions. The nomination committee shall be mainly responsible for formulating the selection criteria and procedures for directors and senior management members, and for selecting and reviewing candidates for directors and senior management members and their qualifications for office. The remuneration and appraisal committee shall be mainly responsible for formulating the appraisal standards for directors and senior management members and conducting appraisals, and for formulating and reviewing the remuneration policies and plans for directors and senior management members.
Article 133 The working rules of the general manager include the following:
(1) conditions and procedures for convening the general manager’s meeting, and its participants;
(2) the specific duties and division of responsibilities of the general manager and other senior management personnel;
(3) the use of funds and assets of the Company, authority to enter into material contracts and systems for reporting to the Board and the Supervisory Committee;
(4) other matters as deemed necessary by the Board.	Article 1332 The working rules of the general manager include the following:
(1) conditions and procedures for convening the general manager’s meeting, and its participants;
(2) the specific duties and division of responsibilities of the general manager and other senior management personnel;
(3) the use of funds and assets of the Company, authority to enter into material contracts and systems for reporting to the Board and the Supervisory Committee;
(4) other matters as deemed necessary by the Board.
Article 137 If the senior management violates laws, administrative regulations, departmental rules, the securities regulatory rules for the place where the Company’s shares are listed, or the relevant provisions of the Articles of Association when performing their duties in the Company, they shall be liable for compensation for any loss caused to the Company.	Article 1375 Where a senior management member, in the performance of the Company’s duties, causes damage to any other person, the Company shall bear liability for compensation; where the senior management member acts intentionally or with gross negligence, he/she shall also be liable for compensation. If the senior management violates laws, administrative regulations, departmental rules, the securities regulatory rules for the place where the Company’s shares are listed, or the relevant provisions of the Articles of Association when performing their duties in the Company, they shall be liable for compensation for any loss caused to the Company.

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Before Amendment	After Amendment
Article 136 The Company shall have a secretary to the Board, who is responsible for preparing for general meetings and Board meetings of the Company, maintaining documents and managing shareholders information of the Company, as well as handling information disclosure matters.

The secretary to the Board of the Company shall comply with the laws, administrative regulations, departmental rules and the relevant provisions of the Articles of Association. | Deleted |
| Article 156 When distributing after-tax profits of the year, the Company shall set aside 10% of its after-tax profits for the Company’s statutory reserve fund.

When the aggregate balance in the statutory reserve fund has reached 50% or more of the Company’s registered capital, the Company needs not to make any further allocations to that fund.

Where the Company’s statutory reserve fund is not enough to make up losses of the Company for the preceding years, the current year’s profits shall be applied first to make up the losses before being allocated to the statutory reserve fund in accordance with the preceding provisions.

Subject to a resolution passed at a general meeting, after allocation has been made to the Company’s statutory reserve fund from its after-tax profits, the Company may set aside funds for the discretionary reserve fund.

Except for the portion not to be distributed in proportion to shareholdings as stipulated in the Articles of Association, the remaining after-tax profits, after recovery of losses and appropriation of the statutory reserve fund, shall be distributed to shareholders in proportion to their shareholdings.

Where the Company distributes its profits before recovery of losses and appropriation of statutory reserve fund to the shareholders in breach of the preceding provisions, shareholders must refund to the Company the profits distributed in violation of the provisions.

No profit shall be distributed in respect of the shares of the Company which are held by the Company. | Article 15640 When distributing after-tax profits of the year, the Company shall set aside 10% of its after-tax profits for the Company’s statutory reserve fund.

When the aggregate balance in the statutory reserve fund has reached 50% or more of the Company’s registered capital, the Company needs not to make any further allocations to that fund.

Where the Company’s statutory reserve fund is not enough to make up losses of the Company for the preceding years, the current year’s profits shall be applied first to make up the losses before being allocated to the statutory reserve fund in accordance with the preceding provisions.

Subject to a resolution passed at a general meeting, after allocation has been made to the Company’s statutory reserve fund from its after-tax profits, the Company may set aside funds for the discretionary reserve fund.

Except for the portion not to be distributed in proportion to shareholdings as stipulated in the Articles of Association, the remaining after-tax profits, after recovery of losses and appropriation of the statutory reserve fund, shall be distributed to shareholders in proportion to their shareholdings.

Where the Company general meeting distributes its profits before recovery of losses and appropriation of statutory reserve fund to the shareholders in breach of the preceding provisions, Company Law, shareholders must fall refund to the Company the profits distributed in violation of the provisions; where any loss is caused to the Company, the shareholders and the directors and senior management members responsible therefor shall be liable for compensation.

No profit shall be distributed in respect of the shares of the Company which are held by the Company. |
| Article 160 The Company shall implement an internal audit system which is equipped with dedicated audit personnel to conduct internal audits for supervision of financial income and expenditure and economic activities of the Company. | Article 16044 The Company shall implement an internal audit system which is equipped with dedicated audit personnel to conduct internal audits for supervision of financial income and expenditure and economic activities of the Company. |

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Before Amendment	After Amendment
Article 161 The internal audit system of the Company and the duties of audit personnel shall be implemented upon approval by the Board. The person in charge of the audit shall be accountable and report to the Board.	Article 16145 The internal audit system body of the Company and the duties of audit personnel shall be implemented upon approval by the Board. The person in charge of the audit shall be accountable and report to the Board supervise and inspect matters including the Company’s business activities, risk management, internal control and financial information.
Article 162 The Company shall appoint such accounting firm that meets the requirements of the Securities Law for carrying out the audit for the accounting statements, verification of net assets, and other relevant consultancy services. The term of appointment shall be one year and can be re-appointed.	Article 16246 The Company shall appoint such accounting firm that meets the requirements of the Securities Law and is qualified to be accepted by The Stock Exchange of Hong Kong Limited (the “Auditor”) for carrying out the audit for the accounting statements, verification of net assets, and other relevant consultancy services. The term of appointment shall be one year and can be re-appointed. The Company shall appoint the Auditor at each annual general meeting, and the term of office of the Auditor shall commence upon the conclusion of that annual general meeting and end upon the conclusion of the next annual general meeting, and such appointment may be renewed.
Article 163 The appointment, dismissal or non-renewal of the appointment of an accounting firm by the Company shall be subject to the approval of general meetings. The Board shall not appoint an accounting firm before the approval of the general meeting.	Article 16347 The appointment, reappointment, dismissal or non-renewal of the appointment of an accounting firm the Auditor by the Company shall be subject to the approval of general meetings. The Board shall not appoint an accounting firm before the approval of the general meeting, after approval by more than one-half of all members of the Audit Committee of the Board of Directors, be submitted to the Board of Directors for consideration and then be decided by the general meeting by ordinary resolution.
The Board of Directors shall have the power to fill any casual vacancy in the office of the Auditor, and the relevant audit fees shall be determined by the Board of Directors; the term of office of any Auditor so appointed shall continue until the conclusion of the next annual general meeting of the Company.
Newly added	Article 149 The audit fees and other terms of engagement of the Auditor shall, after being reviewed and approved by the Audit Committee, be submitted to the general meeting for consideration and decision.

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Before Amendment	After Amendment
Article 166 If the accounting firm resigns, it shall explain to the general meeting regarding whether the Company has any non-compliance.	Article 16650 Where the Company dismisses or does not renew the engagement of the Auditor, it shall give advance notice to the Auditor in accordance with applicable laws and the Listing Rules of the Stock Exchange and fulfill the relevant information disclosure obligations. If the accounting firm Auditor resigns, it shall explain to the general meeting regarding whether the Company has any non-compliance.
Article 170 The notice of the meeting of the Supervisory Committee shall be served by hand, mail, facsimile or e-mail, or instant messaging. However, the extraordinary meeting of the Supervisory Committee convened regarding contingent matters may be sent by e-mail, telephone, or orally.	Deleted
Article 182 Where the Company is dissolved pursuant to item (i), (ii), (iv) or (v) of Article 180 of the Articles of Association, it shall be liquidated. The directors shall be the obligors of the Company in liquidation and shall establish a liquidation committee within 15 days since the dissolution circumstance arises, and the liquidation shall be thereby started. The liquidation committee shall comprise directors or those determined by the general meeting. If a liquidation committee is not formed to carry out liquidation after the expiration of the deadline, or if the liquidation committee is not formed to carry out liquidation, the creditors may plead the people’s court to designate related persons to form a liquidation committee to carry out the liquidation.	Article 18265 Where the Company is dissolved pursuant to item (i), (ii), (iv) or (v) of Article 18063 of the Articles of Association, it shall be liquidated. The directors shall be the obligors of the Company in liquidation and shall establish a liquidation committee within 15 days since the dissolution circumstance arises, and the liquidation shall be thereby started. The liquidation committee shall comprise directors or those determined by the general meeting. If a liquidation committee is not formed to carry out liquidation after the expiration of the deadline, or if the liquidation committee is not formed to carry out liquidation, the creditors may plead the people’s court to designate related persons to form a liquidation committee to carry out the liquidation, unless otherwise provided in these Articles of Association or other persons are elected by resolution of the general meeting. Where the persons responsible for liquidation fail to perform the liquidation obligations in a timely manner, thereby causing losses to the Company or creditors, they shall be liable for compensation.
Article 186 If the liquidation committee, after checking the assets of the Company and preparing a balance sheet and property list, finds that the assets of the Company are insufficient to pay off its debts, it shall immediately file an application to the people’s court for bankruptcy in accordance with the law. After the Company is declared bankrupt by the people’s court, the liquidation committee shall hand over the liquidation matters to the people’s court.	Article 18669 If the liquidation committee, after checking the assets of the Company and preparing a balance sheet and property list, finds that the assets of the Company are insufficient to pay off its debts, it shall immediately file an application to the people’s court for bankruptcy liquidation in accordance with the law. After the Company is declared bankrupt by the people’s court accepts the bankruptcy application, the liquidation committee shall hand over the liquidation matters to the bankruptcy administrator designated by the people’s court.

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Before Amendment	After Amendment
Article 188 Members of the liquidation committee perform liquidation duties and have the duties of loyalty and diligence.
The members of the liquidation committee shall not abuse their powers to accept bribes or other illegal income, and may not encroach on the Company’s property.
The members of the liquidation committee shall be liable for compensation in the event that they cause any loss to the Company or the creditors due to intentional or gross negligence.	Article 18871 Members of the liquidation committee perform liquidation duties and have the duties of loyalty and diligence shall, in performing their liquidation duties, owe duties of loyalty and diligence.
The members of the liquidation committee shall not abuse their powers to accept bribes or other illegal income, and may not encroach on the Company’s property.
The members of the liquidation committee shall be liable for compensation in the event that they fail to perform the liquidation duties diligently, thereby causing losses to the Company; or in the event that they cause any loss to the Company or the creditors due to intentional or gross negligence.
Article 194 The Board may, in accordance with the Articles of Association, formulate detailed rules therefor. The detailed rules for the Articles of Association may not be in conflict with the provisions of the Articles of Association.	Article 19477 The Board may, in accordance with the Articles of Association, formulate detailed rules therefor. The detailed rules for the Articles of Association may not be in conflict with the provisions of the Articles of Association. In the event of any inconsistency between these Articles of Association and relevant laws, regulations, normative documents or the Hong Kong Listing Rules, the relevant laws, regulations, normative documents or the Hong Kong Listing Rules shall prevail.
Article 198 The Articles of Association shall be considered and approved at the general meeting, and shall come into effect from the date on which the Company’s initial public offering is implemented and its H shares are listed on the Main Board of the Hong Kong Stock Exchange. The original Articles of Association of the Company shall be automatically invalidated from the date on which the Articles of Association take effect.	Article 19881 The Articles of Association shall be considered and approved take effect upon approval at the general meeting, and shall come into effect from the date on which the Company’s initial public offering is implemented and its H shares are listed on the Main Board of the Hong Kong Stock Exchange. The original Articles of Association of the Company shall be automatically invalidated from the date on which the Articles of Association take effect.

Note 1: Save for the amendments set out in the comparison table above, there are no substantive amendments to the other provisions of the Articles of Association. Certain textual adjustments that do not involve substantive changes, adjustments to article numbers arising from additions, deletions, mergers or subdivisions, and related punctuation adjustments are not set out item by item.

Note 2: The amended contents shall be subject to the Articles of Association as registered and filed with the Taizhou Municipal Administration for Market Regulation of Jiangsu Province.

NOTICE OF EGM

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

中華總會

Ab&B Bio-Tech

Ab&B Bio-Tech CO., LTD. JS

江蘇中華大學圖生物科技股份有限公司

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2026

Notice is hereby given that the first extraordinary general meeting of 2026 (the "EGM") of Ab&B Bio-Tech CO., LTD. JS (the "Company") will be held at No. 32, Xinglin Road, Medical High-tech Zone, Taizhou, Jiangsu, PRC, on Wednesday, May 27, 2026 at 10 a.m. with attendance and participation both on-site and online via the eVoting Portal, for the purpose of considering and, if thought fit, approving the following resolutions. Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated May 7, 2026 (the "Circular")

SPECIAL RESOLUTIONS

1. To consider and approve the abolition of the supervisory committee.
2. Subject to the passing of the abolition of the supervisory committee, to consider and approve the Proposed Amendments to the Articles of Association.

ORDINARY RESOLUTIONS

1. Subject to the passing of the Proposed Amendments to the Articles of Association, to consider and approve the amendment of certain internal corporate governance policies.
2. Subject to the passing of the Proposed Amendments to the Articles of Association, to consider and approve the appointment of Ms. LUI Mei Ka as independent non-executive Director.
3. To consider and approve the appointment of Prism as auditors of the Company and to authorize the Board to fix their remuneration.

By order of the Board

Mr. AN Youcai

Executive Director, chairman of our

Board and general manager

Hong Kong, May 7, 2026

NOTICE OF EGM

Notes:

1. The resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the articles of association of the Company and the Listing Rules. The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the Company at www.abbbio.com in accordance with the Listing Rules.

2. Shareholders may attend the EGM (or any adjournment thereof) online through the eVoting Portal using the personalized login credentials provided by the Company's share registrar, Tricor Investor Services Limited, by post. Shareholders attending the EGM through the eVoting Portal will be able to vote and submit questions relevant to the proposed resolution online. Shareholders participating in the EGM virtually will also be counted towards the quorum. For beneficial owners or non-registered Shareholders whose Shares are held in the Central Clearing and Settlement System (CCASS) through banks, brokers, custodians or HKSCC Nominees Limited who wish to virtually attend the EGM, vote and submit questions relevant to the proposed resolution online, they should (i) contact and instruct their banks, brokers, custodians or HKSCC Nominees Limited that they want to attend the EGM, vote and submit questions online; and (ii) provide their email address to their banks, brokers, custodians or HKSCC Nominees Limited before the time limit required by the relevant banks, brokers, custodians or HKSCC Nominees Limited for the necessary arrangements and the personalized login credentials will be sent to the email address provided by the banks, brokers, custodians or HKSCC Nominees Limited.

3. For the purpose of determining the list of Shareholders who are entitled to attend the EGM, the register of members of the Company will be closed from May 21, 2026 to May 27, 2026, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the EGM, holders of the H shares whose transfers have not been registered shall deposit all transfer documents accompanied by the relevant share certificates at the Company's H share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Wednesday, May 20, 2026 (Hong Kong time) for registration.

4. Shareholders whose names appear on the company's register of members on Wednesday, May 27, 2026 are entitled to attend the EGM and vote thereat.

5. A shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company. Where a shareholder appoints more than one proxy, his proxies can only vote on a poll.

6. The instrument appointing a proxy must be in writing under the hand of a shareholder or his attorney duly authorized. If the shareholder is a corporation, that instrument must be either under its common seal or under the hand of its director(s) or duly authorized attorney(ies). If that instrument is signed by an attorney of a shareholder, the power of attorney or other document authorizing that attorney to sign must be notarized.

7. In order to be valid, the form of proxy together with the notarized power of attorney or other authorization document (if any) must be deposited at the H share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time fixed for the meeting (i.e. not later than 10 a.m. on Tuesday, May 26, 2026 (Hong Kong time)).

8. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or loss of capacity of the appointer, or the revocation of the proxy or of the authority under which the form of proxy was signed, or the transfer of shares in respect of which the proxy is given, provided that no notice in writing of these matters shall have been received by the Company prior to the commencement of the EGM.

9. Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the EGM, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall alone be entitled to vote in respect thereof.

10. 55 -

11. Shareholders or their proxies shall produce their identification documents for inspection when attending the EGM.

12. The EGM is expected to last for no more than half a business day. Shareholders and proxies attending the meeting on-site shall be responsible for their own travel and accommodation expenses.

13. Contact information of the meeting:
    Contact Person: An Ziqiao
    Telephone: (86) 134 6666 7808
    Email: anziqiao@abbbio.com.cn
    Address: No. 32, Xinglin Road, Medical High-tech Zone, Taizhou, Jiangsu, PRC

As at the date of this notice, the Board comprises: (i) Mr. AN Youcai, Ms. LI Runxiang and Mr. HE Yiming as executive Directors; (ii) Mr. CHENG Qianwen, Mr. YU Jianlin and Mr. DU Mu as non-executive Directors; and (iii) Mr. LI Xiangming, Mr. LI Jianjun and Mr. CHEN Chengbei as independent non-executive Directors.

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