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Anjoy Foods Group Co., Ltd. Proxy Solicitation & Information Statement 2025

Nov 12, 2025

50732_rns_2025-11-12_a5a926ed-e588-4280-bb49-266a8e3c28b7.pdf

Proxy Solicitation & Information Statement

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbrokers or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Anjoy Foods Group Co., Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

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ANJOY FOODS GROUP CO., LTD.

安井食品集團股份有限公司

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

(Stock Code: 2648)

CHANGE IN THE REGISTERED CAPITAL OF THE COMPANY AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION

ABOLITION OF SUPERVISORY COMMITTEE AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION
AMENDMENTS AND FORMULATION OF CERTAIN CORPORATE GOVERNANCE SYSTEMS
CHANGES TO CERTAIN PROCEED-FUNDED PROJECTS FOR PRIVATE PLACEMENT OF SHARES OF THE COMPANY
AND
NOTICE OF 2025 FIRST EXTRAORDINARY GENERAL MEETING

A notice convening the 2025 First EGM of Anjoy Foods Group Co., Ltd. to be held at 2:30 p.m. on Friday, November 28, 2025 at Conference room, No. 2508 Xinyang Road, Haicang District, Xiamen is set out on pages 189 to 191 of this circular.

A form of proxy for use at the 2025 First EGM is available on the HKEXnews website of the Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the website of the Company (www.anjoyfood.com). If you intend to appoint a proxy to attend the 2025 First EGM, you are required to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible, and in any event not less than 24 hours before the time appointed for holding of the 2025 First EGM or any adjournment thereof (i.e., before 2:30 p.m. on Thursday, November 27, 2025). Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2025 First EGM or at any adjourned meeting thereof if you so wish, in which case the form of proxy shall be deemed to have been revoked.

November 12, 2025

TABLE OF CONTENTS

Page

DEFINITIONS 1

LETTER FROM THE BOARD 3

APPENDIX I COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION 17

APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SHAREHOLDERS' MEETING 91

APPENDIX III COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS 106

APPENDIX IV COMPARISON TABLE OF AMENDMENTS TO THE WORKING RULES FOR INDEPENDENT DIRECTORS 113

APPENDIX V COMPARISON TABLE OF AMENDMENTS TO THE TERMS OF REFERENCE FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS 119

APPENDIX VI COMPARISON TABLE OF AMENDMENTS TO THE RELATED PARTY TRANSACTION DECISION-MAKING SYSTEM 126

APPENDIX VII COMPARISON TABLE OF AMENDMENTS TO THE MANAGEMENT SYSTEM FOR USE OF PROCEEDS 136

APPENDIX VIII COMPARISON TABLE OF AMENDMENTS TO THE OPERATIONAL AND INVESTMENT ADMINISTRATION MEASURES 162

APPENDIX IX COMPARISON TABLE OF AMENDMENTS TO THE INTERNAL AUDIT SYSTEM 164

APPENDIX X COMPARISON TABLE OF AMENDMENTS TO THE ADMINISTRATIVE RULES FOR EXTERNAL GUARANTEES 171

TABLE OF CONTENTS

APPENDIX XI
REMUNERATION MANAGEMENT SYSTEM OF
DIRECTORS AND SENIOR MANAGEMENT
MEMBERS ... 184

NOTICE OF 2025 FIRST EXTRAORDINARY GENERAL MEETING ... 189

  • ii -

DEFINITIONS

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

“2025 First EGM” the 2025 first extraordinary general meeting of the Company to be held at 2:30 p.m. on Friday, November 28, 2025 at Conference room, No. 2508 Xinyang Road, Haicang District, Xiamen

“A Shareholder(s)” holder(s) of A Share(s)

“A Share(s)” ordinary shares issued by our Company, with a nominal value of RMB1.00 each, which are listed on the Shanghai Stock Exchange and traded in Renminbi

“Articles of Association” the Articles of Association of Anjoy Foods Group Co., Ltd.

“Board” or “Board of Directors” the board of directors of our Company

“Company Law” the Company Law of the People’s Republic of China (《中華人民共和國公司法》)

“Company”, “our Company” or “Anjoy Foods” Anjoy Foods Group Co., Ltd. (安井食品集團股份有限公司) (formerly known as Fujian Anjoy Foods Co., Ltd. (福建安井食品股份有限公司)), a PRC company established as a limited liability company on December 24, 2001 with the name of Xiamen Huashun Minsheng Food Co., Ltd. (廈門華順民生食品有限公司) and converted into a joint stock limited company on March 7, 2011, the A Shares of which were listed on the Shanghai Stock Exchange (stock code: 603345), the H Shares of which were listed on the Main Board of the Stock Exchange (stock code: 2648)

“Director(s)” or “our Director(s)” the director(s) of our Company

“H Shareholder(s)” holder(s) of H Share(s)

“H Share(s)” ordinary shares issued by our Company, with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong Dollars

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

  • 1 -

DEFINITIONS

“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited
“Latest Practicable Date” November 10, 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein
“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
“PRC” the People’s Republic of China
“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC
“Rules of Procedure for the Board of Directors” the Rules of Procedure for the Board of Directors of Anjoy Foods Group Co., Ltd.
“Rules of Procedure for the Shareholders’ Meeting” the Rules of Procedure for the Shareholders’ Meetings of Anjoy Foods Group Co., Ltd.
“Share(s)” A Share(s) and H Share(s)
“Shareholder(s)” Shareholder(s) of the Company, including H Shareholder(s) and A Shareholder(s)
“Supervisor(s)” member(s) of Supervisory Committee
“Supervisory Committee” the supervisory committee of our Company
  • 2 -

LETTER FROM THE BOARD

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ANJOY FOODS GROUP CO., LTD.

安井食品集團股份有限公司

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

(Stock Code: 2648)

Executive Directors:

Mr. Liu Mingming
Mr. Zhang Qingmiao
Mr. Zhang Gaolu
Mr. Huang Jianlian

Non-executive Directors:

Dr. Zheng Yanan
Mr. Dai Fan

Independent Non-executive Directors:

Ms. Zhang Mei
Dr. Liu Xiaofeng
Dr. Zhao Bei
Mr. Zhang Yueping

Registered Office, Headquarters and Principal Place of Business in the PRC:

No. 2508, Xinyang Road
Haicang District
Xiamen, Fujian Province
PRC

Principal Place of Business in Hong Kong:

46/F, Hopewell Centre
183 Queen's Road East
Wanchai
Hong Kong

November 12, 2025

To the Shareholders

Dear Sir or Madam,

CHANGE IN THE REGISTERED CAPITAL OF THE COMPANY AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION
ABOLITION OF SUPERVISORY COMMITTEE AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION
AMENDMENTS AND FORMULATION OF CERTAIN CORPORATE GOVERNANCE SYSTEMS
CHANGES TO CERTAIN PROCEED-FUNDED PROJECTS FOR PRIVATE PLACEMENT OF SHARES OF THE COMPANY
AND
NOTICE OF 2025 FIRST EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

Anjoy Foods Group Co., Ltd. will hold the 2025 First EGM at 2:30 p.m. on Friday, November 28, 2025 at Conference room, No. 2508 Xinyang Road, Haicang District, Xiamen.

LETTER FROM THE BOARD

The purpose of this circular is to provide you with the notice of the 2025 First EGM and to provide you with such information as is reasonably required to enable you to make an informed decision on whether to vote for or against or to abstain from voting on the resolutions to be proposed at the 2025 First EGM.

II. BUSINESS TO BE CONSIDERED AT THE 2025 FIRST EGM

Special resolutions will be proposed at the 2025 First EGM to approve: (1) the proposal on change in the registered capital of the Company and amendments to the Articles of Association; (2) the proposal on abolition of Supervisory Committee and amendments to the Articles of Association; (3) the proposal on amendments to the Rules of Procedures for the Shareholders' Meeting of the Company; and (4) the proposal on amendments to the Rules of Procedures for the Board of Directors of the Company.

Ordinary resolutions will be proposed at the 2025 First EGM to approve: (1) the proposal on amendments to the Working Rules for Independent Directors of the Company; (2) the proposal on amendments to the Terms of Reference for the Audit Committee of the Board of Directors of the Company; (3) the proposal on amendments to the Related Party Transaction Decision-making System of the Company; (4) the proposal on amendments to the Management System for Use of Proceeds of the Company; (5) the proposal on amendments to the Operational and Investment Administration Measures of the Company; (6) the proposal on amendments to the Internal Audit System of the Company; (7) the proposal on amendments to the Administrative Rules for External Guarantees of the Company; (8) the proposal on formulation of the Remuneration Management System of Directors and Senior Management Members of the Company; and (9) the proposal on changes to certain proceed-funded projects for private placement of shares of the Company.

CHANGE IN THE REGISTERED CAPITAL OF THE COMPANY AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Upon approval by the Hong Kong Stock Exchange, 39,994,700 H Shares (before the exercise of the over-allotment option) issued by the Company were listed and commenced trading on the Main Board of the Hong Kong Stock Exchange on July 4, 2025 (the "Issuance and Listing of H Shares"). As the overall coordinator for the Issuance and Listing of H Shares by the Company (for itself and on behalf of the international underwriters) did not exercise the over-allotment option during the stabilization period, the over-allotment option lapsed on Wednesday, July 30, 2025. A total of 39,994,700 H Shares were issued by the Company in this instance. As a result, the total share capital of the Company increased from 293,294,232 Shares to 333,288,932 Shares, and the registered capital increased from RMB293,294,232 to RMB333,288,932.

LETTER FROM THE BOARD

In accordance with relevant laws and regulations and in light of the above circumstances, the Company proposes to make corresponding amendments to relevant provisions of the Articles of Association. Details of the specific amendments are as follows:

No. Original Article(s) Amended Article(s)
1 Article 3 Upon the approval by China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) (Zheng Jian Xu Ke [2017] No.152) on January 20, 2017, the Company initially issued 54.01 million RMB ordinary shares to the public, and was listed on the Shanghai Stock Exchange (hereinafter referred to as the “SSE”) on February 22, 2017. Upon the filing with the CSRC on [●], the Company issued [●] overseas listed shares (hereinafter referred to as the “H shares”) in Hong Kong. The aforesaid H shares were listed on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Stock Exchange”, and together with the SSE as the “Stock Exchanges”) on [●]. Article 3 Upon the approval by China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) (Zheng Jian Xu Ke [2017] No.152) on January 20, 2017, the Company initially issued 54.01 million RMB ordinary shares to the public, and was listed on the Shanghai Stock Exchange (hereinafter referred to as the “SSE”) on February 22, 2017. Upon the filing with the CSRC on May 15, 2025, the Company initially issued 39,994,700 overseas listed shares (hereinafter referred to as the “H shares”) to the public in Hong Kong. The aforesaid H shares were listed on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Stock Exchange”, and together with the SSE as the “Stock Exchanges”) on July 4, 2025.
2 Article 6 The registered capital of the Company is RMB[●]. Article 6 The registered capital of the Company is RMB333,288,932.
3 Article 19 After the completion of the initial public offering of H shares, assuming the over-allotment option is not exercised, the total share capital of the Company is [●] shares, all of which are ordinary shares. Among them, there are [●] ordinary A shares, accounting for [●]% of the total share capital of the Company; [●] ordinary H shares, accounting for [●]% of the total share capital of the Company. Article 19 After the completion of the initial public offering of H shares, the total share capital of the Company is 333,288,932 shares, all of which are ordinary shares. Among them, there are 293,294,232 ordinary A shares, accounting for 88.00% of the total share capital of the Company; 39,994,700 ordinary H shares, accounting for 12.00% of the total share capital of the Company.

LETTER FROM THE BOARD

ABOLITION OF SUPERVISORY COMMITTEE AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION

To fully implement the requirements of the laws, regulations and normative documents, including the Company Law, the Securities Law of the People's Republic of China, the Trial Measures for the Administration of Securities Issuance and Listing by Domestic Enterprises Overseas 《(境內企業境外發行證券和上市管理試行辦法》), the Guidelines for Articles of Association of Listed Companies, the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, and the Listing Rules, the Company proposed the amendments to the Articles of Association in light of the actual situation, in addition to the abolition of the Supervisory Committee. The functions and powers of the Supervisory Committee stipulated in the Company Law shall be exercised by the Audit Committee of the Board and the Rules of Procedures for the Supervisory Committee of Anjoy Food shall be repealed accordingly, and the provisions relating to the Supervisory Committee and Supervisors in all regulations and systems of the Company shall be no longer applicable. The specific amendments to the Articles of Association are set out in Appendix I to this circular.

The Supervisors of the Company have confirmed that they have no disagreement with the Supervisory Committee and the Board of the Company while there are no matters relating to their resignations which need to be brought to the attention of the Shareholders and creditors of the Company or the Hong Kong Stock Exchange.

AMENDMENTS AND FORMULATION OF CERTAIN CORPORATE GOVERNANCE SYSTEMS

According to the requirements of the laws, regulations and normative documents, including the Company Law, the Securities Law of the People's Republic of China, the Trial Measures for the Administration of Securities Issuance and Listing by Domestic Enterprises Overseas, the Guidelines for Articles of Association of Listed Companies, the Rules for General Meetings of Listed Companies, the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, and the Listing Rules, and the Articles of Association, to promote the standardized operation of the Company and ensure that the Board exercises its powers in an independent, standard and effective manner in accordance with the law, the Company proposed the amendments to the Rules of Procedures for the Shareholders' Meeting, the Rules of Procedures for the Board of Directors, the Working Rules for Independent Directors, the Terms of Reference for the Audit Committee of the Board of Directors, the Related Party Transaction Decision-Making System, the Management System for Use of Proceeds, the Operational and Investment Administration Measures, the Internal Audit System, and the Administrative Rules for External Guarantees in light of its actual situation. The specific amendments to the aforementioned systems are set out in Appendices II to X to this circular respectively.

  • 6 -

LETTER FROM THE BOARD

Meanwhile, the Company formulated the Remuneration Management System for Directors and Senior Management Members in light of actual situation of the Company, pursuant to the relevant provisions of the Company Law, the Guidelines for the Governance of Listed Companies, and the relevant provisions of other laws, regulations, normative documents, and the Articles of Association, so as to standardize the remuneration management of the Directors and senior management members of the Company, establish a scientific and effective incentive and restraint system, improve its operation and management level, and drive its sound operation and sustainable development. Details of this system are set out in Appendix XI to this circular.

CHANGES TO CERTAIN PROCEED-FUNDED PROJECTS FOR PRIVATE PLACEMENT OF SHARES OF THE COMPANY

(I) Overview of the Changes to Proceed-Funded Projects

1. Basic Information of the Proceeds

As reviewed and approved by the 17th meeting of the Fourth Session of the Board of Directors and the 2020 Annual General Meeting of the Company, and approved by the China Securities Regulatory Commission in the Reply on the Approval of Private Placement of Shares by Fujian Enjoy Foods Co., Ltd. (Zheng Jian Xu Ke [2021] No. 3419)《(關於核准福建安井食品股份有限公司非公開發行股票的批覆》(證監許可[2021]3419號)), the Company issued 48,884,872 RMB ordinary shares (A shares) to specific investors through a non-public offering of shares. The issue price was RMB116.08 per share, and the total proceeds amounted to RMB5,674,555,941.76. After deducting issuance expenses related to the proceeds of RMB39,981,864.58 (excluding VAT), the actual net proceeds of the Company amounted to RMB5,634,574,077.18. All the above-mentioned proceeds were received on February 22, 2022. BDO China SHU LUN PAN Certified Public Accountants LLP verified the capital contribution and issued the Capital Verification Report (Xin Kuai Shi Bao Zi [2022] No. ZA10124)《(驗資報告》(信會師報字[2022]第ZA10124號)) on February 25, 2022.

  • 7 -

LETTER FROM THE BOARD

As of September 23, 2025, the use of proceeds from the private placement of shares in 2022 is as follows:

Unit: RMB ten thousand

Project name Total investment amount Proposed amount to be invested from proceeds Cumulative amount invested Investment progress
Guangdong Anjoy’s new project for an annual production of 133,000 tons of quick-frozen foods 55,600.00 55,600.00 55,957.67 100.64%
Shandong Anjoy’s new project with an annual production of 200,000 tons of quick-frozen foods 60,400.00 60,400.00 64,312.05 106.48%
Phase III expansion project for an annual production of 140,000 tons of quick-frozen foods in Henan 73,000.00 73,000.00 42,035.17 57.58%
Phase III expansion project for an annual production of 100,000 tons of quick-frozen foods in Taizhou 52,000.00 52,000.00 26,688.21 51.32%
Phase III expansion project for annual production of 140,000 tons of quick-frozen foods in Liaoning 1,878.86 1,878.86 1,892.36 100.72%
Honghu Anjoy’s prepared dishes production project with an annual output of 100,000 tons 40,300.00 40,300.00 40,405.64 100.26%
Anjoy Foods Xiamen Plant 3 (安井食品廈門三廠)’s* quick-frozen food production line construction project with an annual output of 140,000 tons 55,000.00 55,000.00 3,009.79 5.47%

– 8 –

LETTER FROM THE BOARD

Project name Total investment amount Proposed amount to be invested from proceeds Cumulative amount invested Investment progress
Southwest (Yanjiang)
Production Base Phase III
(西南(雁江)生產基地三期)'s*
prepared dishes production
line construction project
with an output of
100,000 tons 20,078.55 20,078.55 8,467.77 42.17%
Sichuan Enjoy's technology
upgrading and renovation
project 25,000.00 25,000.00 18,415.17 73.66%
Liaoning Enjoy's technology
upgrading and renovation
project 18,000.00 18,000.00 11,565.28 64.25%
Taizhou Enjoy's technology
upgrading and renovation
project 8,100.00 8,100.00 6,978.55 86.15%
Information construction
project 10,000.00 10,000.00 8,393.78 83.94%
Brand image and supporting
marketing services system
construction project 30,000.00 30,000.00 30,337.55 101.13%
Replenishment of liquidity 114,100.00 114,100.00 115,325.16 101.07%
Total 563,457.41 563,457.41 433,784.15 76.99%

Note: The main reason that the investment progress for some of the proceed-funded projects has exceeded 100% is that the cumulative investment of proceeds includes income generated from the proceeds.

  1. Circumstances of the Proposed Changes to the Proceed-funded Projects

The total unutilized proceeds from the proposed changes to the proceed-funded projects, namely the Sichuan Enjoy Technical Renovation Project (四川安井技改项目), the Liaoning Enjoy Technical Renovation Project (遼寧安井技改項目), and the Taizhou Enjoy Technical Renovation Project (泰州安井技改項目), amount to RMB181.00 million, and a portion of the unutilized proceeds from the Henan Phase III Project (河南三期项目) amount to RMB180.41 million. A total of RMB361.41 million is proposed to reallocated to the Ding Yifeng Bread Baking Project* (鼎益豐烘焙麵包項目), accounting for 6.41% of the net proceeds of RMB5,634.5741 million.

LETTER FROM THE BOARD

The above matters have been considered and approved at the 22nd meeting of the fifth session of the Board and the 17th meeting of the fifth session of the Supervisory Committee of the Company. The change of the proceed-funded projects does not constitute a related-party transaction.

(II) Specific Reasons for Changing the Proceed-Funded Projects

  1. Planned Investment and Actual Investment of the Original Projects

(1) Planned investment and actual investment of the original projects

The implementation entity of the Sichuan Anjoy Technical Renovation Project* (四川安井技改项目) is Sichuan Anjoy Foods Co., Ltd. (“Sichuan Anjoy”), with the estimated Internal Rate of Return (after-tax) of 11.67%. The project has a total investment of RMB250 million (of which the proposed use of proceeds do not exceed RMB250 million) for projects including the construction of new established product freezer storage and fire protection systems for buildings for Sichuan Anjoy, along with the construction or modification of equipment related to quick-frozen food production. As of September 23, 2025, the accumulated proceeds invested amounted to RMB184.1517 million, with an investment progress of 73.66%.

The implementation entity for the Liaoning Anjoy Technical Renovation Project* (遼寧安井技改項目) is Liaoning Anjoy Foods Co., Ltd. (“Liaoning Anjoy”), with an estimated Internal Rate of Return (after-tax) of 11.61%. The project has a total investment of RMB180 million (of which the proposed uses of proceeds do not exceed RMB180 million) for the construction of new refuse houses and sludge temporary storage at Liaoning Anjoy, replacement of main power lines, partition walls, polycarbonate panel ceilings and main roof polycarbonate panels in the workshops, renovation of workshop trenches, and repair of workshop polyurethane floors, as well as the construction or renovation of equipment related to quick-frozen food production. As of September 23, 2025, the accumulated proceeds invested amounted to RMB115.6528 million, with an investment progress of 64.25%.

The implementation entity for the Taizhou Anjoy Technical Renovation Project* (泰州安井技改项目) is Taizhou Anjoy Foods Co., Ltd. (“Taizhou Anjoy”), with an estimated Internal Rate of Return (after-tax) of 7.27%. The project has a total investment of RMB81 million (of which the proposed uses of proceeds do not exceed RMB81 million), for renovation projects of the floor, sewers, ventilation ducts, ceilings, and partition panels in workshops at Taizhou Anjoy, as well as new construction or renovation of related equipment and auxiliary projects for quick-frozen food production. As of September 23, 2025, the accumulated proceeds invested amounted to RMB69.7855 million, with an investment progress of 86.15%.

  • 10 -

LETTER FROM THE BOARD

The implementation entity of the Henan Phase III Project* (河南三期項目) is Henan Enjoy Foods Co., Ltd. (“Henan Enjoy”), with the estimated Internal Rate of Return (after-tax) of the project is 13.82%. The project has a total investment of RMB730 million (of which the proposed uses of proceeds do not exceed RMB730 million), used for civil engineering, equipment purchase and installation, and land acquisition in full. As of September 23, 2025, the accumulated proceeds invested amounted to RMB420.3517 million, with an investment progress of 57.58%.

(2) Extension of the original projects

The construction period regarding Sichuan Enjoy Technical Renovation Project (四川安井技改項目), Liaoning Enjoy Technical Renovation Project (遼寧安井技改項目) and Taizhou Enjoy Technical Renovation Project (泰州安井技改項目) was originally scheduled for three years. On August 23, 2024, the Company convened the 12th meeting of the fifth session of the Board and the 11th meeting of the fifth session of the Supervisory Committee, respectively, to consider and approve the “Proposal on the Extension of Certain Proceed-funded Projects for Private Placement of Shares 《(關於部分非公開發行股份募投項目延期的議案》)”, which agreed to extend the construction period to September 2025 for the Sichuan Enjoy Technical Renovation Project (四川安井技改項目), Liaoning Enjoy Technical Renovation Project (遼寧安井技改項目) and Taizhou Enjoy Technical Renovation Project* (泰州安井技改項目).

The original construction period of Henan Phase III Project (河南三期項目) was expected to be four years. On April 25, 2025, the Company held the 18th meeting of the fifth session of the Board and the 15th meeting of the fifth session of the Supervisory Committee, respectively, to consider and approve the “Proposal on the Extension of Certain Proceed-funded Projects for Private Placement of Shares 《(關於部分非公開發行股份募投項目延期的議案》)”. The proposal agreed to extend the construction period of Henan Phase III Project* (河南三期項目) to May 2028.

(3) Subsequent arrangements for the original projects

The original projects will subsequently use its own funds when the construction will be reasonably arranged according to market conditions, not affecting the assets already formed.

  1. Specific Reasons for the Changes

The original proceed-funded projects of the Company, namely the Sichuan Enjoy Technical Renovation Project (四川安井技改項目), Liaoning Enjoy Technical Renovation Project (遼寧安井技改項目), Taizhou Enjoy Technical Renovation Project (泰州安井技改項目), and Henan Phase III Project (河南三期項目), were prudently formulated based on the continuous growth trend of the quick-frozen food industry at that time, the strategic needs to consolidate its leading market position, and the consideration of optimizing its national “in-region production” capacity layout. The projects, at their

LETTER FROM THE BOARD

inception, aimed to seize the growth opportunities in the quick-frozen food industry through further enhancement of production efficiency and reduction in logistics costs apart from the rapid response to regional market demands as a result of achieving technology upgrades and capacity expansion. Since the project planning, the Company has steadily advanced the construction work, and the projects have largely met their set targets. However, the macroeconomic environment, industrial policies, and consumer market in China have all undergone changes. Meanwhile, the upgrade and adjustment of the demand structure at the consumer end is being upgraded and adjusted, characterized by consumers' increasingly prominent pursuit of health, nutrition, convenience, and diversified categories. The changes in the external environment above have altered the market foundation and industry landscape relied upon by the original proceed-funded projects in respect of the changes. In order to improve the efficiency of the use of proceeds, the changes are proposed to be conducted.

(III) Specifics of New Projects

  1. Basic Information

Project name: New Bread Baking Project (烘焙麵包項目) of Ding Yifeng Food (Taicang) Co., Ltd. (鼎益豐食品(太倉)有限公司)

Project construction site: 29 Qingdao East Road, Taicang High-tech Zone

Project implementation entity: Ding Yifeng Food (Taicang) Co., Ltd.* (鼎益豐食品(太倉)有限公司) ("Ding Yifeng")

Project construction details and scale: The construction details of the Bread Baking Project* (烘焙麵包項目) of Ding Yifeng cover production lines for toast, bagels, bread, pizza, and western-style pastries, with a designed full-load capacity of 67.42 tons of various bakery breads per day. The new project has a total land area of 16,718.70 sq.m. and a total gross floor area of 35,937.90 sq.m. (including completed and under construction areas), with a construction period of two years.

  • 12 -

LETTER FROM THE BOARD

2. Investment Plan

The total planned investment amounted to RMB410 million for the Bread Baking Project* (烘焙麵包項目) of Ding Yifeng. After deducting the invested amount of self-owned funds in the early stage, the proposed amount of proceeds to be utilized amounted to RMB361.41 million. The specific investment details are as follows:

Unit: RMB ten thousand

No. Project Total Investment Amount Amount of proceeds proposed to be invested in
1.1 Project construction fee 14,928.51 14,928.51
Equipment purchase and installation
1.2 costs 15,400.00 15,400.00
1.3 Other costs of construction 5,662.14 803.14
1.4 Preparatory fees 933.95 933.95
1 Total project construction investment 36,924.60 32,065.60
2 Base working capital 4,075.40 4,075.40
Total 41,000.00 36,141.00

3. Feasibility Analysis of the New Projects

(1) Expansion of bakery product capacity to fill the market consumption gap

With the improvement of people's living standards and the changes in consumption structure, bakery products have become an important part of daily diet. According to Hongcan (紅餐) Big Data, the market size of bakeries (specialty stores) increased by 5.2% year-on-year to RMB110.5 billion in 2024. Currently, traditional bakery products still dominate, including bread, cakes, and biscuits, but with consumers' increasing health awareness, low-sugar, low-fat, and high-fiber bakery products are gradually gaining popularity.

As the continuous growth in consumer demand for taste-emotion healing, the demand in the bakery market will continue to be unleashed. Compared with developed countries, the per capita consumption of baked goods in China remains relatively low with great room for improvement in the future.

LETTER FROM THE BOARD

(2) Promotion of category and channel synergy to create a new growth curve for the Company

The investment in the new Bread Baking Project* (烘焙麵包項目) becomes a key measure for the Company to deepen its strategic layout and cultivate new growth points, building on the advantages of its core quick-frozen food business. Drawing on and deepening the Company's successful experience in previous industrial layouts, the projects will achieve significant category complementarity and channel synergies.

In terms of categories, the Company has established a strong brand and market foundation in quick-frozen flavored and processed products and quick-frozen flour and rice products. Frozen bakery, as an emerging track with broad consumption scenarios, features clear premium space and consumption upgrade trends in the domestic market, which is a new development focus of the Company.

In terms of channels, the project will accomplish synergistic resonance and dual empowerment between new and old channels. On the one hand, the projects enable the Company to make full use of its existing mature and extensive distributor network and "small B-end" customer resources to provide strong support for the market introduction and penetration of new bakery products, achieving efficient channel reuse. On the other hand, bakery products are a core category for customized channels of "large B-ends" such as premium supermarkets (e.g., Walmart and ALDI), chain convenience stores, coffee and tea shops, and hotel catering. The implementation of the projects will effectively promote the expansion and in-depth development of the Company into such high-value channels, optimizing its customer structure.

In addition, with its over twenty years of deep experience in the quick-frozen food sector, the Company has established a comprehensive network of cold storage and cold chain logistics system, which reduces operating costs for new projects, improves the overall supply chain efficiency, and further strengthens Ding Yifeng's competitiveness in the frozen bakery segment.

  1. Economic Benefits of the New Project

Upon the completion of the Ding Yifeng Bread Baking Project* (鼎益豐烘焙麵包項目), the normal annual revenue is expected to be RMB613.3871 million (tax included), with a total annual profit of RMB67.8257 million. The financial internal return rate (after income tax) of the project investment is expected to be $10.38\%$ with the investment payback period of 8.05 years (after income tax, including a 2-year construction period).

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LETTER FROM THE BOARD

(IV) Risk Alert

The feasibility analysis by the Company on Ding Yifeng Bread Baking Project* (鼎益豐烘焙麵包項目) is a comprehensive valuation based on factors including the current market environment, technological level, product prices and costs, while its expected earnings belong to forward-looking information. During the actual operation of the projects, the actual profitability of the projects may not reach the expected targets once significant adverse changes occur in the future macroeconomic environment, market environment, industrial policies, consumer preferences, or substantial increases in raw material prices, product sales prices falling short of expectations, and unsatisfactory market promotion effects.

(V) Approval and Filing of New Project

As at the Latest Practicable Date, Ding Yifeng has completed the filing for Ding Yifeng Bread Baking Project (鼎益豐烘焙麵包項目) and obtained the “Jiangsu Province Investment Project Registration Certificate (Tai Xing Shen Tou Bei [2024] No. 390) 《(江蘇省投資項目備案證》(太行審投備[2024]390號))” issued by the Administrative Approval Bureau of Taicang City, and the “Notice of the Taicang Data Office on the Opinions on Energy Conservation Review of the New Bread Baking Project of Ding Yifeng Food (Taicang) Co., Ltd. (Tai Shu Ju Jie Neng Shen [2025] No. 10)* (《太倉市數據局關於鼎益豐食品(太倉)有限公司新建烘焙麵包項目節能審查意見的通知》(太數據節能審[2025]10號))” issued by the Taicang Data Office.

III. THE 2025 FIRST EGM

The 2025 First EGM of Anjoy Foods Group Co., Ltd. will be held at 2:30 p.m. on Friday, November 28, 2025 at Conference room, No. 2508 Xinyang Road, Haicang District, Xiamen.

The H share registrar of members of the Company will be closed from Tuesday, November 25, 2025 to Friday, November 28, 2025 (both days inclusive). Shareholders whose names appear on the H shares register of members of the Company on Friday, November 28, 2025 are entitled to attend the 2025 First EGM and to vote on all resolutions to be proposed thereat. H Shareholders who wish to attend the 2025 First EGM are required to lodge their respective transfer documents with the relevant share certificates at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on Monday, November 24, 2025.

The form of proxy for use at the 2025 First EGM is published on the HKEXnews website of the Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the website of the Company (www.anjoyfood.com). To be valid, for H Shareholders, their forms of proxy and notarised power of attorney or other authorisation documents must be deposited with the H share registrar of the Company not less than 24 hours before the time appointed for the holding of the 2025 First EGM or any adjournment thereof (i.e. by 2:30 p.m. on Thursday, November

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LETTER FROM THE BOARD

27, 2025). Completion and return of the form of proxy will not prevent the H Shareholders from attending and voting in person at the 2025 First EGM or any adjournment thereof if they so wish, in which case the form of proxy shall be deemed to have been revoked.

IV. VOTING BY POLL

According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, 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. Therefore, voting for all resolutions at the 2025 First EGM will be taken by way of a poll.

As at the Latest Practicable Date, as far as the Directors are aware after reasonable enquiry, no other Shareholder has a material interest in any of the above resolutions, and no other Shareholder is required to abstain from voting on the above resolutions at the 2025 First EGM.

V. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

VI. RECOMMENDATION

The Board is of the view that all resolutions to be proposed at the 2025 First EGM are in the interests of the Company and its Shareholders as a whole, and recommends that the Shareholders vote in favour of all resolutions to be proposed at the 2025 First EGM.

Yours faithfully

By order of the Board

Anjoy Foods Group Co., Ltd.

Mr. Liu Mingming

Chairman of the Board and Executive Director

APPENDIX I

COMPARISON TABLE OF AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before amendment After amendment
Article 1 The Articles of Association is formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People's Republic of China (hereinafter referred to as the “Securities Law”), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, the Guidelines on Articles of Association of Listed Companies, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Listing Rules”) and other relevant regulations for the purposes of regulating the organization and conducts of Enjoy Foods Group Co., Ltd. (hereinafter referred to as the “Company”), and safeguarding the legitimate rights and interests of the Company, its shareholders and creditors. Article 1 The Articles of Association is formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People's Republic of China (hereinafter referred to as the “Securities Law”), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, the Guidelines on Articles of Association of Listed Companies, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Listing Rules”) and other relevant regulations for the purposes of regulating the organization and conducts of Enjoy Foods Group Co., Ltd. (hereinafter referred to as the “Company”), and safeguarding the legitimate rights and interests of the Company, its shareholders, employees and creditors.

APPENDIX I

COMPARISON TABLE OF AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

Before amendment After amendment
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.

Restrictions on the powers of the legal representative under the Articles of Association or by the shareholders' meeting shall not be asserted against a bona fide counterparty.

If the legal representative causes damage to others while performing his/her duties, the Company shall bear civil liability. After assuming civil liability, the Company may recover compensation from the legal representative who is at fault in accordance with the law or the Articles of Association. |
| Article 9 All the assets of the Company are divided into shares of equal par value. Each shareholder shall be liable to the Company to the extent of the shares as held by such shareholder. The Company shall be liable for its debts to the extent of all its assets. | Article 10 All the assets of the Company are divided into shares of equal par value. Each shareholder shall be liable to the Company to the extent of the shares as held by such shareholder. The Company shall be liable for its debts to the extent of all its properties. |

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Article 10 From the date when the Articles of Association took effect, it shall become the document legally binding the governance over the organization and activities of the Company, as well as the relationship between the Company and its shareholders and that between the shareholders. It is also a document with legally binding effect on the Company and its shareholders, directors, supervisors and senior management members. Shareholders may, in accordance with the Articles of Association, bring litigation against each other. The shareholders may bring litigations against the directors, supervisors, general manager and other senior management members of the Company. The shareholders may bring litigation against the Company, and the Company may bring litigation against shareholders, directors, supervisor, general manager and other senior management members. Article 11 From the date when the Articles of Association took effect, it shall become the document legally binding the governance over the organization and activities of the Company, as well as the relationship between the Company and its shareholders and that between the shareholders. It is also a document with legally binding effect on the Company and its shareholders, directors and senior management members. Shareholders may, in accordance with the Articles of Association, bring litigation against each other. The shareholders may bring litigations against the directors, supervisors and senior management members of the Company. The shareholders may bring litigation against the Company, and the Company may bring litigation against shareholders, directors and senior management members.
Article 11 Other senior management members referred to herein shall refer to the deputy general managers, secretary to the board of directors and chief financial officer of the Company. Article 12 Senior management members referred to herein shall refer to the general manager, deputy general managers, secretary to the board of directors and chief financial officer of the Company.
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Article 20 The Company or its subsidiaries (including its affiliated companies) shall not provide any financial assistance to those who purchase or intend to purchase the Company's shares in the form of gifts, advances, guarantees, compensations or loans. Article 21 The Company or its subsidiaries (including its affiliated companies) shall not provide any financial assistance to other persons who are acquiring shares in the Company or its parent company in the form of gifts, advances, guarantees, compensations or loans, except for the circumstance where the Company implements an employee stock ownership plan.

For the interests of the Company, subject to a resolution at the shareholders' meeting or a resolution made by the board of directors in accordance with the Articles of Association or the authorization of the shareholders' meeting, the Company may provide financial assistance for others to acquire the shares of the Company or its parent company, and the accumulative total amount of financial assistance shall not exceed 10% of the total issued share capital. A resolution made by the board of directors shall be approved by more than two-thirds of all the directors. |
| Article 21 According to the operation and development needs of the Company, subject to the laws and regulations, the Company may increase the capital by the following ways upon approval of resolutions at the shareholders' meeting:

(I) public issuance of shares;

(II) non-public issuance of shares;

... | Article 22 According to the operation and development needs of the Company, subject to the laws and regulations, the Company may increase the capital by the following ways upon approval of resolutions at the shareholders' meeting:

(I) issuing shares to unspecified parties;

(II) issuing shares to specific parties;

... |

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Article 26 The Company’s shares can be transferred according to the laws. Article 27 The Company’s shares shall be transferred according to the laws.
Article 32……
(II) to file a petition of, to convene, hold and attend the shareholders’ meetings either in person or by proxy and exercise their corresponding voting right according to laws;
(V) to inspect and copy the Articles of Association, register of shareholders, minutes of shareholders’ meetings, resolutions of the board of directors’ meetings, resolutions of the meetings of supervisory committee, financial and accounting reports; the shareholders who individually or collectively hold 3% or more of the Company’s Shares for 180 consecutive days or more may inspect the accounting books and vouchers of the Company; Article 33……
(II) to file a petition of, to call, convene, hold and attend the shareholders’ meetings either in person or by proxy and exercise their corresponding voting right according to laws;
(V) to inspect and copy the Articles of Association, register of shareholders, minutes of shareholders’ meetings, financial and accounting reports; the shareholders who individually or collectively hold 3% or more of the Company’s Shares for 180 consecutive days or more may inspect the accounting books and vouchers of the Company;
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Article 34 Shareholders are entitled to request the people’s court to invalidate the resolutions of a shareholders’ meeting or board of directors’ meeting which violates the laws and administrative regulations.

Where the convening procedure or voting method of a shareholders’ meeting or board of directors’ meeting contravenes the laws, administrative regulations or the Articles of Association, or the contents of the resolutions contravene the Articles of Association, shareholders shall have the right to request the people’s court to cancel them within 60 days as of the date the resolutions are made, except where there are only minor defects in the convening procedures or voting methods of the shareholders’ meeting or board of directors’ meeting, which do not materially affect the resolutions. | Article 35 Shareholders are entitled to request the people’s court to invalidate the resolutions of a shareholders’ meeting or board of directors’ meeting which violates the laws and administrative regulations.

Where the convening procedure or voting method of a shareholders’ meeting or board of directors’ meeting contravenes the laws, administrative regulations or the Articles of Association, or the contents of the resolutions contravene the Articles of Association, shareholders shall have the right to request the people’s court to cancel them within 60 days as of the date the resolutions are made, except where there are only minor defects in the convening procedures or voting methods of the shareholders’ meeting or board of directors’ meeting, which do not materially affect the resolutions.

Where there is a dispute among the board of directors, shareholders, or other relevant parties regarding the validity of a general meeting resolution, they shall promptly initiate a lawsuit with the People’s Court. Before the People’s Court renders a judgment or ruling to revoke the resolution, the relevant parties shall implement the resolution of the general meeting. The Company, directors, and senior management shall earnestly perform their duties to ensure the normal operation of the Company. |

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Upon the People’s Court rendering a judgment or ruling on relevant matters, the Company shall fulfil its information disclosure obligations in accordance with the laws, administrative regulations, the rules of the CSRC and the stock exchange(s) on which shares of the Company are listed, fully explain the impact, and actively cooperate with the enforcement after the judgment or ruling takes effect. Where it involves correcting prior matters, the Company shall promptly process and fulfil the corresponding information disclosure obligations.
Article 36 If any of the following circumstances occurs, the resolution of the Shareholders’ Meeting or the Board of Directors of the Company shall not be established:

(I) no Shareholders’ Meeting or Board Meeting is held to make resolutions;

(II) the resolution items were not voted at the Shareholders’ Meeting or Board Meeting;

(III) the number of people attending the meeting or the number of voting rights held does not reach the quorum or the number of voting rights held as stipulated in the Company Law or the Articles of Association;

(IV) the number of people agreeing to the resolution matters or the number of voting rights held by them does not reach the number of people or the number of voting rights stipulated in the Company Law or the Articles of Association. |

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Article 35 Where the Company incurs losses as a result of violation of the laws, administrative regulations or the Articles of Association by directors and senior management members in the course of performing their duties, the shareholders individually or jointly holding more than 1% of the shares of the Company for over 180 consecutive days shall have the rights to request the supervisory committee in writing to initiate legal proceedings in the people’s court. Where the Company incurs losses as a result of violation of the laws, administrative regulations or the Articles of Association by the supervisory committee in the course of performing its duties, the aforesaid shareholders may request the board of directors in writing to initiate legal proceedings in the people’s court. In the event that the supervisory committee and the board of directors refuse to file an action upon receipt of the shareholders’ written request specified in the preceding paragraph, or fail to file an action within 30 days upon receipt thereof, or in the event that the failure to immediately file an action in an emergency case will cause irreparable damage to the interests of our Company, the shareholders specified in the preceding paragraph may, in their own name, directly file an action to the people’s court for the interest of our Company. In the event of any other person infringes upon the legitimate rights and interests of our Company and causes losses thereto, the shareholders specified in paragraph 1 of this article may file an action with the people’s court pursuant to the provisions of the preceding two paragraphs. Article 37 Where the Company incurs losses as a result of violation of the laws, administrative regulations or the Articles of Association by directors and senior management members other than members of the audit committee in the course of performing their duties, the shareholders individually or jointly holding more than 1% of the shares of the Company for over 180 consecutive days shall have the rights to request the audit committee in writing to initiate legal proceedings in the people’s court. Where the Company incurs losses as a result of violation of the laws, administrative regulations or the Articles of Association by the members of the audit committee in the course of performing its duties, the aforesaid shareholders may request the board of directors in writing to initiate legal proceedings in the people’s court. In the event that the audit committee and the board of directors refuse to file an action upon receipt of the shareholders’ written request specified in the preceding paragraph, or fail to file an action within 30 days upon receipt thereof, or in the event that the failure to immediately file an action in an emergency case will cause irreparable damage to the interests of our Company, the shareholders specified in the preceding paragraph may, in their own name, directly file an action to the people’s court for the interest of our Company. In the event of any other person infringes upon the legitimate rights and interests of our Company and causes losses thereto, the shareholders specified in paragraph 1 of this article may file an action with the people’s court pursuant to the provisions of the preceding two paragraphs.
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APPENDIX I

COMPARISON TABLE OF AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

Before amendment After amendment
Where the Company incurs losses as a result of violation of the laws, administrative regulations, departmental rules or the Articles of Association by directors, supervisors and senior management members of a wholly-owned subsidiary of the Company in the course of performing their duties, or if the legitimate rights and interests of a wholly-owned subsidiary of the Company are impaired by any other person, thus causing any losses, the shareholders individually or jointly holding more than 1% of the shares of the Company for over 180 consecutive days may request the supervisory committee or the board of directors of the wholly-owned subsidiary in writing to initiate legal proceedings in the people’s court or directly files an action with the people’s court in their own name pursuant to the provisions of the preceding three paragraphs. Where the Company incurs losses as a result of violation of the laws, administrative regulations, departmental rules or the Articles of Association by directors, supervisors and senior management members of a wholly-owned subsidiary of the Company in the course of performing their duties, or if the legitimate rights and interests of a wholly-owned subsidiary of the Company are impaired by any other person, thus causing any losses, the shareholders individually or collectively holding more than 1% of the shares of the Company for over 180 consecutive days may request the supervisory committee or the board of directors of the wholly-owned subsidiary in writing to initiate legal proceedings in the people’s court or directly files an action with the people’s court in their own name pursuant to the provisions of the preceding three paragraphs.
Article 37 A shareholder of the Company shall undertake the following obligations:
(I) to comply with the laws, administrative regulations and the Articles of Association;
(II) pay equity capital according to his/her shares subscribed and the method of equity capital injection;
(III) not to withdraw equity shares unless provided by laws and regulations; Article 39 A shareholder of the Company shall undertake the following obligations:
(I) to comply with the laws, administrative regulations and the Articles of Association;
(II) pay equity capital according to his/her shares subscribed and the method of equity capital injection;
(III) not to withdraw his/her/its share capital unless provided by laws and regulations;
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APPENDIX I

COMPARISON TABLE OF AMENDMENTS

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Before amendment After amendment
Article 39 The controlling shareholders and actual 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.

The controlling shareholders and actual controllers of the Company are obliged to act in good faith to the Company and other public shareholders. The controlling shareholders shall exercise their rights as capital contributors in strict accordance with the laws and shall not impair the lawful rights and interests of the Company and other public shareholders by means of the distribution of profits, reorganization of assets, external investment, fund occupation, loan guarantees, nor shall they make use of their controlling position to impair the interests of the Company and other public shareholders. | |
| | Article 41 The controlling shareholders and actual controllers of the Company shall exercise their rights and fulfil their obligations as per laws, administrative regulations and the provisions of the CSRC and the stock exchange(s) on which shares of the Company are listed and safeguard the interests of the Company. |
| | Article 42 The controlling shareholders and actual controllers of the Company shall abide by the following provisions:

(I) exercise shareholder rights according to law and do not abuse control rights or use the associated relations to damage the legitimate rights and interests of the Company or other shareholders; |

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before amendment After amendment
(II) strictly fulfill the public statements and all commitments made and do not change or exempt them without authorization;

(III) fulfill the obligation of information disclosure in strict accordance with relevant regulations, actively and proactively cooperate with the Company to do a good job in information disclosure and promptly inform the Company of major events that have occurred or are about to occur;

(IV) do not occupy the Company’s funds in any way;

(V) do not force, instruct or require the Company and relevant personnel to provide guarantees in violation of laws and regulations;

(VI) do not take advantage of the Company’s undisclosed major information to seek profits, disclose any undisclosed material information related to the Company in any way or engage in illegal and non-compliant activities, such as insider trading, short-term trading and market manipulation;

(VII) do not damage the legitimate rights and interests of the Company and other shareholders through any means, such as non-fair related party transaction, profit distribution, asset reorganization or external investment;

(VIII) ensure the integrity of the Company’s assets and the independence of personnel, finance, institutions and business and do not influence the Company’s independence in any way; |

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COMPARISON TABLE OF AMENDMENTS

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Before amendment After amendment
(IX) other provisions of laws, administrative regulations, regulations of CSRC, operating rules of the stock exchange and the Articles of Association.

For controlling shareholders or actual controllers of the Company who do not serve as a director of the Company but actually executes the Company’s affairs, the provisions of the Articles of Association regarding the duties of loyalty and diligence of directors shall apply.

If the controlling shareholder or actual controller of the Company instructs directors or senior management members to engage in acts that harm the interests of the Company or its shareholders, he/she/it shall bear joint and several liability with such directors or senior management members. |
| | Article 43 If the controlling shareholder or actual controller pledges the Company’s shares he/she/it holds or actually controls, he/she/it shall maintain the control of the Company and the stability of its production and operation. |
| | Article 44 If the controlling shareholder or actual controller transfers the shares he/she/it holds in the Company, he/she/it shall abide by the restrictive provisions on share transfer stipulated in laws, administrative regulations, CSRC and the stock exchange on which shares of the Company are listed as well as the commitments he/she/it has made in relation to the restriction of share transfer. |

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Article 40 The shareholders’ meeting is the organ of authority of the Company, which exercises the following powers in accordance with the laws: (I) to elect or replace the directors and supervisors (other than the employee representatives) and to decide on matters relating to the remuneration of directors and supervisors; (II) to examine and approve reports of the board of directors; (III) to examine and approve reports of the supervisory committee; (IV) to examine and approve the Company’s profit distribution plans and loss recovery Plans; ... (IX) to make resolutions on the appointment and dismissal of accounting firms by the Company; ... Article 45 The Shareholders’ Meeting of the Company is composed of all the shareholders. The shareholders’ meeting is the organ of authority of the Company, which exercises the following powers in accordance with the laws: (I) to elect or replace the directors (other than the employee representatives) and to decide on matters relating to the remuneration of directors; (II) to examine and approve reports of the board of directors; (III) to examine and approve the Company’s profit distribution plans and loss recovery Plans; ... (VIII) to make resolutions on the appointment and dismissal of accounting firms responsible for the Company’s audit business; ...
Article 42 ... If the data involved in the calculation of the above indicators is negative, the absolute value shall be taken for calculation. Article 47 ... If the data involved in the calculation of the above indicators is negative, the absolute value shall be taken for calculation. If the listing rules of the places where the shares of the Company are listed provide otherwise, such provisions shall prevail.
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Article 44 The venue for the shareholders’ meetings of the Company shall be the Company’s conference room or other locations notified.

The shareholders’ meetings shall be provided with a venue and held in the form of onsite meeting. Once the notice of a shareholders’ meeting is issued, the venue of the onsite shareholders’ meeting shall not be changed without proper reasons. If it is indeed necessary to change, the convener shall announce and explain the reasons at least two trading days before the onsite meeting is held. In addition, the Company shall provide facilities that allow shareholders to attend the meeting and vote via the internet. Shareholders participating in the shareholders’ meeting by the above means shall be deemed to be present at such meeting.

If the shareholders’ meeting of the Company is held via electronic communication means, the detailed participation methods shall be specified in the notice of the shareholders’ meeting. Shareholders participating in the shareholders’ meeting through electronic communication means shall be deemed to be present at such meeting. | Article 49 The venue for the shareholders’ meetings of the Company shall be the Company’s conference room or other locations notified.

The shareholders’ meetings shall be provided with a venue and held in the form of onsite meeting. Once the notice of a shareholders’ meeting is issued, the venue of the onsite shareholders’ meeting shall not be changed without proper reasons. If it is indeed necessary to change, the convener shall announce and explain the reasons at least two trading days before the onsite meeting is held. In addition, the Company shall provide facilities that allow shareholders to attend the meeting and vote via the internet.

The shareholders’ meetings may be convened by electronic means of communication, enabling shareholders to attend virtually and cast votes electronically through the use of technology. If the shareholders’ meeting of the Company is held via electronic communication means, the detailed participation methods shall be specified in the notice of the shareholders’ meeting. Shareholders participating in the shareholders’ meeting through electronic communication means shall be deemed to be present at such meeting. |

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Before amendment After amendment
Article 46 Independent directors shall have the right to propose to the board of directors to convene extraordinary shareholders’ meetings. When an independent director proposes to convene an extraordinary shareholders’ meeting, the board of directors shall issue written feedback on consent or non-consent to the convening of the extraordinary shareholders’ meeting within 10 days from the receipt of the proposal according to the laws, administrative regulations and the Articles of Association.

If the board of directors gives consent to convene an extraordinary shareholders’ meeting, it shall, within five days from the passing of the board of directors resolution, issue a notice on convening the extraordinary shareholders’ meeting. If the board of directors does not give consent to convene an extraordinary shareholders’ meeting, the board of directors shall state the reason and issue an announcement. | Article 51 The board of directors shall convene the shareholders’ meeting on time within the prescribed period.

With the consent of more than half of all independent directors, independent directors shall have the right to propose to the board of directors to convene extraordinary shareholders’ meetings. When an independent director proposes to convene an extraordinary shareholders’ meeting, the board of directors shall issue written feedback on consent or non-consent to the convening of the extraordinary shareholders’ meeting within 10 days from the receipt of the proposal according to the laws, administrative regulations and the Articles of Association.

If the board of directors gives consent to convene an extraordinary shareholders’ meeting, it shall, within five days from the passing of the board of directors resolution, issue a notice on convening the extraordinary shareholders’ meeting. If the board of directors does not give consent to convene an extraordinary shareholders’ meeting, the board of directors shall state the reason and issue an announcement. |

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Before amendment After amendment
Article 47 The supervisory committee shall have the right to propose the convening of extraordinary shareholders’ meetings and submit such proposal in writing to the board of directors. In accordance with the laws, administrative regulations and the Articles of Association, the board of directors shall issue written feedback on consent or non-consent to the convening of the extraordinary shareholders’ meetings within 10 days from the receipt of the proposal.

If the board of directors gives consent to convene an extraordinary shareholders’ meeting, it shall, within five days from the passing of the board of directors resolution, issue a notice on convening the extraordinary shareholders’ meeting. Any changes to the original proposal in the notice shall obtain the consent of the supervisory committee.

If the board of directors does not give consent to convene an extraordinary shareholders’ meeting or does not issue feedback within 10 days from the receipt of the proposal, the board of directors shall be deemed as unable to perform or failed to perform the duties of convening an extraordinary shareholders’ meeting. In such cases, the supervisory committee may proceed to convene and chair the extraordinary shareholders’ meeting on its own. | Article 52 The audit committee shall have the right to propose the convening of extraordinary shareholders’ meetings and submit such proposal in writing to the board of directors. In accordance with the laws, administrative regulations and the Articles of Association, the board of directors shall issue written feedback on consent or non-consent to the convening of the extraordinary shareholders’ meetings within 10 days from the receipt of the proposal.

If the board of directors gives consent to convene an extraordinary shareholders’ meeting, it shall, within five days from the passing of the board of directors resolution, issue a notice on convening the extraordinary shareholders’ meeting. Any changes to the original proposal in the notice shall obtain the consent of the audit committee.

If the board of directors does not give consent to convene an extraordinary shareholders’ meeting or does not issue feedback within 10 days from the receipt of the proposal, the board of directors shall be deemed as unable to perform or failed to perform the duties of convening an extraordinary shareholders’ meeting. In such cases, the audit committee may proceed to convene and chair the extraordinary shareholders’ meeting on its own. |

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Article 53 When the Company convenes the shareholders’ meeting, the board of directors, the supervisory committee and shareholders who individually or jointly hold more than 1% of the shares of the Company shall have the right to put forward proposals to the Company.

Shareholders who individually or collectively hold more than 1% of the shares of the Company may submit an interim proposal in writing to the convener 10 days prior to the convening of the shareholders’ meeting. The interim proposal shall have concrete content and specific matters for resolution. The convener shall issue a supplementary notice of the shareholders’ meeting within 2 days after receiving the proposal, and announce the content of the interim proposal. However, this does not apply if the interim proposal violates the provisions of laws, administrative regulations, or the Company’s Articles of Association, or if it is not within the scope of the shareholders’ meeting’s authority. | Article 58 When the Company convenes the shareholders’ meeting, the board of directors, the audit committee and shareholders who individually or collectively hold more than 1% of the shares of the Company shall have the right to put forward proposals to the Company.

Shareholders who individually or collectively hold more than 1% of the shares of the Company may submit an interim proposal in writing to the convener 10 days prior to the convening of the shareholders’ meeting. The interim proposal shall have concrete content and specific matters for resolution. The convener shall issue a supplementary notice of the shareholders’ meeting within 2 days after receiving the proposal, announce the content of the interim proposal, and submit the same at the shareholders’ meeting for consideration. However, this does not apply if the interim proposal violates the provisions of laws, administrative regulations, or the Company’s Articles of Association, or if it is not within the scope of the shareholders’ meeting’s authority. |

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Article 55

……

The notice and supplementary notice of the shareholders’ meeting shall fully and completely disclose all the specific content of all proposals. Where an independent director is required to express opinions on matters to be discussed, the opinions and reasons of the independent directors shall be disclosed at the same time when the notice of shareholders’ meeting and the supplementary notice are issued.

…… | Article 60

……

The notice and supplementary notice of the shareholders’ meeting shall fully and completely disclose all the specific content of all proposals.

…… |
| Article 56 Where the election of directors and supervisors is to be discussed at a shareholders’ meeting, the notice of the shareholders’ meeting shall fully disclose the particulars of the candidates, which at least shall include the following:

(I) personal particulars such as educational background, working experience and part-time jobs;

(II) whether there is any related relationship with the Company or the controlling shareholder and the actual controller of the Company;

(III) disclosure of the number of shares held in the Company;

(IV) whether or not they have been subject to penalties imposed by the CSRC and other relevant authorities or any disciplinary action taken by any stock exchange. | Article 61 Where the election of directors is to be discussed at a shareholders’ meeting, the notice of the shareholders’ meeting shall fully disclose the particulars of the candidates, which at least shall include the following:

(I) personal particulars such as educational background, working experience and part-time jobs;

(II) whether there is any related relationship with the Company or the controlling shareholder and the actual controller of the Company;

(III) the number of shares held in the Company;

(IV) whether or not they have been subject to penalties imposed by the CSRC and other relevant authorities or any disciplinary action taken by any stock exchange. |

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Save in the case of the election of directors and supervisors on a cumulative voting basis, a separate resolution shall be proposed for each of the candidates for election as director or supervisor. Save in the case of the election of directors on a cumulative voting basis, a separate resolution shall be proposed for each of the candidates for election as director.
Article 60 Individual shareholders attending the meeting in person shall present their personal identity cards or other valid certificates or proof that can indicate their identity, as well as their stock account card. Proxies attending the meeting shall present their personal identity cards and the power of attorney from the shareholder. Article 65 Individual shareholders attending the meeting in person shall present their personal identity cards or other valid certificates or proof that can indicate their identity. Proxies attending the meeting shall present their personal identity cards and the power of attorney from the shareholder.
Article 61 The power of attorney issued by a shareholder to appoint another person to attend a shareholders' meeting shall contain the following particulars: (I) name of the proxy; (II) whether the proxy has any voting rights; (III) instructions to vote for, against or abstain from voting on each matter to be considered that are included on the agenda of the shareholders' meeting, respectively; (IV) date of issuance and date of expiry of the power of attorney; (V) signature (or seal) of the principal. If the principal is a corporate shareholder, the seal of the corporate shall be affixed. Article 66 The power of attorney issued by a shareholder to appoint another person to attend a shareholders' meeting shall contain the following particulars: (I) name or title of the principal, the class and quantity of shares held in the Company; (II) name or title of the proxy; (III) whether the proxy has any voting rights; (IV) specific instructions from shareholders, including instructions to vote for, against or abstain from voting on each matter to be considered that are included on the agenda of the shareholders' meeting, etc; (V) date of issuance and date of expiry of the power of attorney;
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(VI) signature (or seal) of the principal. If the principal is a corporate shareholder, the seal of the corporate shall be affixed.

If the listing rules of the places where the shares of the Company are listed provide otherwise, such provisions shall prevail. |
| Article 66 When the shareholders’ meeting is held, all directors, supervisors and the secretary to the board of directors of the Company shall attend the meeting, and the manager and other senior management members shall attend the meeting as non-voting participants. Subject to compliance with the securities regulatory rules of the place where the shares of the Company are listed, the aforementioned persons may attend the meeting or attend such meeting as non-voting participants through the internet, video, telephone or other means with equivalent effect. | Article 71 When the shareholders’ meeting is held, all directors and the secretary to the board of directors of the Company shall attend the meeting, and other senior management members shall attend the meeting as non-voting participants and be subject to shareholders’ inquiries. Subject to compliance with the securities regulatory rules of the place where the shares of the Company are listed, the aforementioned persons may attend the meeting or attend such meeting as non-voting participants through the internet, video, telephone or other means with equivalent effect. |
| Article 67 A shareholders’ meeting shall be presided over by the chairman of the board of directors. If the chairman is unable to or does not perform his/her duties, the deputy chairman shall preside over the meeting. If the deputy chairman is unable to or does not perform his/her duties, a director jointly elected by more than half of the directors shall preside over the meeting.

A shareholders’ meeting convened by the supervisory committee shall be presided over by the chairman of the supervisory committee. If the chairman of the supervisory committee is unable to or does not perform his/her duties, such meeting shall be presided over by a supervisor jointly elected by more than half of the supervisors. | Article 72 A shareholders’ meeting shall be presided over by the chairman of the board of directors. If the chairman is unable to or does not perform his/her duties, the co-chairman shall preside over the meeting. If the co-chairman is unable to or does not perform his/her duties, a director jointly elected by more than half of the directors shall preside over the meeting.

A shareholders’ meeting convened by the audit committee shall be presided over by the convener of the audit committee. If the convener of the audit committee is unable to or does not perform his/her duties, such meeting shall be presided over by a member of the audit committee jointly elected by more than half of the members of the audit committee. |

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A shareholders’ meeting convened by shareholders shall be presided over by a representative nominated by the convener.

Where a shareholders’ meeting is held and the chairperson of the meeting violates the rules of procedure and makes the meeting unable to proceed, with the consent of more than half of the shareholders present at the meeting with voting rights, the shareholders’ meeting may elect a person to serve as the chairperson of the meeting and continue the meeting. | A shareholders’ meeting convened by shareholders shall be presided over by the convener or a representative nominated by the convener.

Where a shareholders’ meeting is held and the chairperson of the meeting violates the rules of procedure and makes the meeting unable to proceed, with the consent of more than half of the shareholders present at the meeting with voting rights, the shareholders’ meeting may elect a person to serve as the chairperson of the meeting and continue the meeting. |
| Article 68 The Company shall formulate rules of procedure for shareholders’ meetings which shall specify the convening and voting procedure of shareholders’ meetings, including notification, registration, reviewing of proposals, voting, counting of votes, announcement of voting results, formation of meeting resolutions, minutes of meeting and their signing, public announcements as well as principles of authorization to the board of directors by the shareholders’ meeting. The content of authorization shall be clear and specific. The rules of procedures for shareholders’ meetings shall be stipulated by the board of directors as an appendix to the Articles of Association and approved by the shareholders’ meeting. | Article 73 The Company shall formulate rules of procedure for shareholders’ meetings which shall specify the calling, convening and voting procedure of shareholders’ meetings, including notification, registration, reviewing of proposals, voting, counting of votes, announcement of voting results, formation of meeting resolutions, minutes of meeting and their signing, public announcements as well as principles of authorization to the board of directors by the shareholders’ meeting. The content of authorization shall be clear and specific. The rules of procedures for shareholders’ meetings shall be stipulated by the board of directors as an appendix to the Articles of Association and approved by the shareholders’ meeting. |

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Article 72 Minutes of the shareholders’ meetings shall be kept by the secretary to the board of directors. The minutes shall state the following contents:

(I) time, venue and agenda of the meeting and name of the convener;

(II) the name of the chairperson of the meeting and the names of the directors, supervisors, general managers and other senior management members attending the meeting or attending such meeting as non-voting participants;

(III) the number of shareholders and proxies attending the meeting, the total number of voting shares held by them and the proportion to the total number of shares of the Company;

(IV) the consideration and review process, key points of speech on and voting results of each proposal;

(V) shareholders’ inquiries or suggestions and corresponding replies or explanation;

(VI) names of attorneys, vote counters and scrutineers;

(VII) other content required by the Articles of Association to be included in the meeting minutes. | Article 77 Minutes of the shareholders’ meetings shall be kept by the secretary to the board of directors. The minutes shall state the following contents:

(I) time, venue and agenda of the meeting and name of the convener;

(II) the name of the chairperson of the meeting and the names of the directors and senior management members attending such meeting as non-voting participants;

(III) the number of shareholders and proxies attending the meeting, the total number of voting shares held by them and the proportion to the total number of shares of the Company;

(IV) the consideration and review process, key points of speech on and voting results of each proposal;

(V) shareholders’ inquiries or suggestions and corresponding replies or explanation;

(VI) names of attorneys, vote counters and scrutineers;

(VII) other content required by the Articles of Association to be included in the meeting minutes. |

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Article 73 The convener shall guarantee the authenticity, accuracy and integrity of the content of the meeting minutes. The directors, supervisors, the secretary to the board of directors, convener or their representatives who attend the meeting, and the chairperson of the meeting shall sign the meeting minutes. The meeting minutes shall be kept together with the signature book of the attending shareholders, the power of attorney of the proxies, and the valid information on voting via internet or by other means for a period of not less than ten years. Article 78 The convener shall guarantee the authenticity, accuracy and integrity of the content of the meeting minutes. The directors, the secretary to the board of directors, convener or their representatives who attend or observe the meeting, and the chairperson of the meeting shall sign the meeting minutes. The meeting minutes shall be kept together with the signature book of the attending shareholders, the power of attorney of the proxies, and the valid information on voting via internet or by other means for a period of not less than ten years.
Article 75 Resolutions at shareholders’ meeting can be classified into ordinary resolutions and special resolutions.
An ordinary resolution at a shareholders’ meeting shall be passed by more than half of the voting rights held by the shareholders present at the shareholders’ meeting; including proxies.
A special resolution at a shareholders’ meeting shall be passed by at least two-thirds of the voting rights held by the shareholders present at the shareholders’ meeting (including proxies). Article 80 Resolutions at shareholders’ meeting can be classified into ordinary resolutions and special resolutions.
An ordinary resolution at a shareholders’ meeting shall be passed by more than half of the voting rights held by the shareholders present at the shareholders’ meeting.
A special resolution at a shareholders’ meeting shall be passed by at least two-thirds of the voting rights held by the shareholders present at the shareholders’ meeting.
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Article 76 The following matters shall be passed as ordinary resolutions at the shareholders’ meeting:

(I) work reports of the board of directors and the supervisory committee;

(II) plans for the distribution of profits and for recovery of losses proposed by the board of directors;

(III) the election and removal of the members of the board of directors and the supervisory committee and their remuneration and payment method;

(IV) the annual report of the Company;

(V) any other matters other than those shall be passed as special resolutions as required by laws, administrative regulations, regulatory rules of the stock exchanges where the Company’s shares are listed, or the Articles of Association. | Article 81 The following matters shall be passed as ordinary resolutions at the shareholders’ meeting:

(I) work reports of the board of directors;

(II) plans for the distribution of profits and for recovery of losses proposed by the board of directors;

(III) the election and removal of the members of the board of directors who are non-employee representatives, and their remuneration and payment method;

(IV) the annual report of the Company;

(V) any other matters other than those shall be passed as special resolutions as required by laws, administrative regulations, regulatory rules of the stock exchanges where the Company’s shares are listed, or the Articles of Association. |
| Article 77 The following matters shall be passed as special resolutions in a shareholders’ general meeting:

...

(IV) the purchase or sale of significant assets within a year, where the amount exceeds 30% of the Company’s audited total assets for the latest period;

... | Article 82 The following matters shall be passed as special resolutions in a shareholders’ general meeting:

...

(IV) the purchase or sale of significant assets or the provision of guarantee to others within a year, where the amount exceeds 30% of the Company’s audited total assets for the latest period;

... |

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Article 78 Shareholders, including proxies thereof, shall exercise voting rights according to the number of shares with voting rights held by them, and each share shall be entitled to one vote. Where permitted by the applicable securities regulatory rules of the place where the shares are listed, shareholders (including shareholder proxy) with two or more votes are not required to cast all their votes as affirmative, negative or abstention votes. Article 83 Shareholders shall exercise voting rights according to the number of shares with voting rights held by them, and each share shall be entitled to one vote. Where permitted by the applicable securities regulatory rules of the place where the shares are listed, shareholders with two or more votes are not required to cast all their votes as affirmative, negative or abstention votes.
Article 80 Unless the Company is in a crisis or under other special circumstances, the Company shall not enter into any contract with any person other than directors; general manager and other senior management members pursuant to which all or a substantial part of the business of the Company will be given to such person without the approval by special resolutions at a shareholders’ meeting. Article 85 Unless the Company is in a crisis or under other special circumstances, the Company shall not enter into any contract with any person other than directors and senior management members pursuant to which all or a substantial part of the business of the Company will be given to such person without the approval by special resolutions at a shareholders’ meeting.
Article 81 The list of candidates for directors and supervisors shall be proposed to the shareholders’ meeting for voting. Apart from directors and supervisors elected through the cumulative voting system, each candidate of director or supervisor shall be individually proposed. The board of directors shall state the biographical details and basic particulars of the candidates to the shareholders. Article 86 The list of candidates for directors shall be proposed to the shareholders’ meeting for voting. Apart from directors elected through the cumulative voting system, each candidate of director shall be individually proposed. The board of directors shall state the biographical details and basic particulars of the candidates to the shareholders.
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(I) when a re-election of the board of directors or an addition or replacement of director for the incumbent board of directors takes place, the incumbent board of directors and shareholders individually or collectively holding 3% or more of shares of the Company may nominate candidates based on the number of persons to be elected as director for the next session of the board of directors or additional candidates as director; (I) when a re-election of the board of directors or an addition or replacement of director for the incumbent board of directors takes place, the incumbent board of directors and shareholders individually or collectively holding 3% or more of shares of the Company may nominate candidates based on the number of persons to be elected as directors for the next session of the board of directors or additional candidates as directors who are not staff representatives;
(II) when a re-election of the supervisory committee or an addition or replacement of supervisor for the incumbent supervisory committee takes place, the incumbent supervisory committee and shareholders individually or collectively holding 3% or more of shares of the Company may nominate candidates based on the number of persons to be elected as supervisor for the next session of the supervisory committee or additional candidates as supervisor who are not staff representatives; (II) candidates to be elected as director nominated by shareholders shall be subject to qualification review by the incumbent board of directors and then proposed to the shareholders’ meeting for election upon approval.
(III) candidates to be elected as director or supervisor nominated by shareholders shall be subject to qualification review by the incumbent board of directors and then proposed to the shareholders’ meeting for election upon approval.
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Article 82

…… (III) the candidates to be finally elected as directors or supervisors shall be determined according to the numbers of votes they have received, but the minimum number of votes each candidate elected has received must exceed half of the total number of shares held by shareholders (including proxies thereof) attending the shareholders’ meeting. If the number of directors or supervisors elected falls short of the number of directors or supervisors to be elected at the shareholders’ meeting, a new round of voting shall be carried out for the candidates for directors or supervisors not having received the required number of votes to fill the shortfall. If the shortfall is still not eliminated, a by-election shall be conducted at the next shareholders’ meeting of the Company. If two or more candidates for directors or supervisors have the same number of votes, but not all of them can be elected according to the election quota, a separate round of voting shall be conducted for such candidates with the same number of votes. | Article 87

…… (III) the candidates to be finally elected as directors or supervisors shall be determined according to the numbers of votes they have received, but the minimum number of votes each candidate elected has received must exceed half of the total number of shares held by shareholders attending the shareholders’ meeting. If the number of directors or supervisors elected falls short of the number of directors or supervisors to be elected at the shareholders’ meeting, a new round of voting shall be carried out for the candidates for directors or supervisors not having received the required number of votes to fill the shortfall. If the shortfall is still not eliminated, a by-election shall be conducted at the next shareholders’ meeting of the Company. If two or more candidates for directors or supervisors have the same number of votes, but not all of them can be elected according to the election quota, a separate round of voting shall be conducted for such candidates with the same number of votes. |
| Article 90 If the chairperson of the meeting has any doubt as to the results of a resolution which has been put to vote, he/she may have the votes counted. If the chairperson of the meeting has not counted the votes, any shareholder who is present in person or by proxy and who objects to the results announced by the chairperson may, immediately after the declaration of the results, demand that the votes be counted and the chairperson shall have the votes counted immediately. | Article 95 If the chairperson of the meeting has any doubt as to the results of a resolution which has been put to vote, he/she may have the votes counted. If the chairperson of the meeting has not counted the votes, any shareholder who is present in person and who objects to the results announced by the chairperson may, immediately after the declaration of the results, demand that the votes be counted and the chairperson shall have the votes counted immediately. |

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Article 96 The Company’s board of directors does not have any directors who are representatives of the employees.

Directors are elected or replaced by the shareholders’ meeting and may be removed from office by the shareholders’ meeting before the expiration of their term, in accordance with the relevant laws, regulations, and listing rules of the stock exchanges where the Company’s shares are listed, through an ordinary resolution (provided that any claims for compensation that the removed director may have under any contract are not affected thereby). The term of office for a director is three years, and they may be re-elected upon expiration of their term.

The term of office for a director is calculated from the date of assumption of office until the expiration of the term of the current board of directors. If directors are not timely re-elected upon the expiration of their term, the original directors shall continue to perform their duties in accordance with the provisions of laws, administrative regulations, departmental rules, and the Articles of Association.

Directors may concurrently hold positions as the general manager or other senior management members, but the total number of directors who concurrently hold positions as the general manager or other senior management members shall not exceed one-half of the total number of directors of the Company. | Article 101

Directors are elected or replaced by the shareholders’ meeting and may be removed from office by the shareholders’ meeting before the expiration of their term, in accordance with the relevant laws, regulations, and listing rules of the stock exchanges where the Company’s shares are listed, through an ordinary resolution (provided that any claims for compensation that the removed director may have under any contract are not affected thereby). The term of office for a director is three years, and they may be re-elected upon expiration of their term.

The term of office for a director is calculated from the date of assumption of office until the expiration of the term of the current board of directors. If directors are not timely re-elected upon the expiration of their term, the original directors shall continue to perform their duties in accordance with the provisions of laws, administrative regulations, departmental rules, and the Articles of Association.

Directors may concurrently hold positions as senior management members, but the total number of directors who concurrently hold positions as senior management members shall not exceed one-half of the total number of directors of the Company. |

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A company with more than three hundred employees shall include employee representatives in its board of directors. The employee representative(s) on the board of directors shall be democratically elected by the company’s employees through employee representatives’ meetings, the employees’ general meeting or other appropriate means, and such appointment shall not require approval by the shareholders’ meeting. The Company shall have one (1) employee representative director in the board of directors.
Article 97 Directors shall comply with the provisions of laws, administrative regulations and the Articles of Association, take measures to avoid any conflict between their own interests and the interests of the Company, and shall not use their powers to gain an improper advantage. They shall have the following fiduciary obligations to the Company: (I) shall not abuse their powers to accept bribes or other unlawful income and shall not embezzle the properties of the Company; (II) shall not misappropriate of the funds of the Company; (III) shall not deposit the assets or funds of the Company into accounts under his/her own name or the name of other individuals; (IV) shall not loan the funds of the Company to others or provide guarantees for others with the properties of the Company in violation of the Articles of Association or without the approval of the shareholders’ meeting or the board of directors; Article 102 Directors shall comply with the provisions of laws, administrative regulations and the Articles of Association, take measures to avoid any conflict between their own interests and the interests of the Company, and shall not use their powers to gain an improper advantage. They shall have the following fiduciary obligations to the Company: (I) shall not abuse their powers to accept bribes or accept other unlawful income and shall not embezzle the properties of the Company; (II) shall not misappropriate of the funds of the Company; (III) shall not deposit the assets or funds of the Company into accounts under his/her own name or the name of other individuals; (IV) shall not loan the funds of the Company to others or provide guarantees for others with the properties of the Company in violation of the Articles of Association or without the approval of the shareholders’ meeting or the board of directors;
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(V) directors, their close relatives, the enterprises directly or indirectly controlled by directors or their close relatives, and the related parties who have any other related-party relationship with the directors shall not enter into contracts or conduct transactions with the Company without performing the reporting obligation to the board of directors or the shareholders’ meeting and subject to the resolution at the shareholders’ meeting; (V) directors, their close relatives, the enterprises directly or indirectly controlled by directors or their close relatives, and the related parties who have any other related-party relationship with the directors shall not directly or indirectly enter into contracts or conduct transactions with the Company without performing the reporting obligation to the board of directors or the shareholders’ meeting and approval by the board of the directors or the resolution at the shareholders’ meeting;
(VI) shall not take advantage of his/her position to seek any business opportunity that belongs to the Company for himself/herself or any other person except under any of the following circumstances: (VI) shall not take advantage of his/her position to seek any business opportunity that belongs to the Company for himself/herself or any other person except under any of the following circumstances:
(1) where he/she has reported to the board of directors or the shareholders’ meeting and has obtained an approval by a resolution of the board of directors or the shareholders’ meeting according to the provisions of the Articles of Association; (1) where he/she has reported to the board of directors or the shareholders’ meeting and has obtained an approval by a resolution of the board of directors or the shareholders’ meeting according to the provisions of the Articles of Association;
(2) where the company cannot make use of the business opportunity as stipulated by the provisions of laws, administrative regulations or the Articles of Association. (2) where the company cannot make use of the business opportunity as stipulated by the provisions of laws, administrative regulations or the Articles of Association.
(VII) shall not operate the same kind of business as that of the Company for themselves or for others’ benefit if failing to report to the board of directors or the shareholders’ meeting and obtain an approval by a resolution of the board of directors or the shareholders’ meeting; (VII) shall not operate the same kind of business as that of the Company for themselves or for others’ benefit if failing to report to the board of directors or the shareholders’ meeting and obtain an approval by a resolution of the board of directors or the shareholders’ meeting;
(VIII) shall not take as their own any commission for any transaction with the Company; (VIII) shall not take as their own any commission for any transaction between others and the Company;

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(IX) shall not disclose confidential information of the Company without permission; (IX) shall not disclose confidential information of the Company without permission;
(X) shall not use their affiliated relationship to damage the interests of the Company; (X) shall not use their affiliated relationship to damage the interests of the Company;
(XI) shall have other loyalty obligations stipulated by laws, administrative regulations, departmental rules, securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association. (XI) shall have other loyalty obligations stipulated by laws, administrative regulations, departmental rules, securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association.
The proceeds from the violation of such provisions by directors shall be attributed to the Company, and he/she shall be liable to compensate the Company for the losses thereof. The proceeds from the violation of such provisions by directors shall be attributed to the Company, and he/she shall be liable to compensate the Company for the losses thereof.
The close relatives of directors or senior management members, enterprises directly or indirectly controlled by directors or senior management members or their close relatives, and related persons with other associated relationships with directors or senior management members, when entering into contracts or conducting transactions with the Company, shall apply the provisions of the item (V) of the second paragraph of this article.
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Article 100 A director may resign prior to expiry of his/her term of office. A resigning director shall submit a written resignation report to the board of directors. The board of directors shall disclose the relevant information within 2 days.

Where the resignation of the director will render the number of directors of the board of directors of the Company to fall below the statutory quorum, or the resignation of an independent director resulting in the number of independent directors being less than one-third of the board members, the absence of accounting professionals among the independent directors, or the proportion of independent directors in the board's special committees not complying with laws and regulations, the original director shall continue to perform director duties pursuant to the provisions of laws, administrative regulations, departmental rules and the Articles of Association prior to appointment of his/her replacement. The Company shall complete the election of a replacement for the independent director within sixty days from the date of resignation to ensure that the composition of the board of directors and its special committees complies with laws and regulations, securities regulatory rules of the place where the Company's shares are listed and the Articles of Association.

Except for the circumstances listed in the preceding paragraph, the resignation of a director shall take effect upon the delivery of the resignation report to the board of directors. | Article 105 A director may resign prior to expiry of his/her term of office. A resigning director shall submit a written resignation report. The resignation shall take effect on the date the Company receives the resignation notice. The Company shall disclose the relevant circumstances within 2 days.

Where the resignation of the director will render the number of directors of the board of directors of the Company to fall below the statutory quorum, or the resignation of an independent director resulting in the number of independent directors being less than one-third of the board members, the absence of accounting professionals among the independent directors, or the proportion of independent directors in the board's special committees not complying with laws and regulations, the original director shall continue to perform director duties pursuant to the provisions of laws, administrative regulations, departmental rules and the Articles of Association prior to appointment of his/her replacement. The Company shall complete the election of a replacement for the independent director within sixty days from the date of resignation to ensure that the composition of the board of directors and its special committees complies with laws and regulations, securities regulatory rules of the place where the Company's shares are listed and the Articles of Association. |

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Article 101 A director shall complete all of the handover procedures with the board of directors once his/her resignation becomes effective or his/her term of office expires. The loyalty obligations to the Company and the shareholders are not necessarily released upon expiry of his/her term of office. The obligation of confidentiality in respect of trade secrets of the Company survives the termination of his/her term of office until such trade secrets become publicly known. Article 106 The Company has established a management system for the departure of directors, clearly defined safeguarding measures for accountability and recovery of unfulfilled public commitments and other unfulfilled matters. A director shall complete all of the handover procedures with the board of directors once his/her resignation becomes effective or his/her term of office expires. The loyalty obligations to the Company and the shareholders are not necessarily released upon expiry of his/her term of office. The period during which a director shall bear the loyalty obligations after the resignation takes effect or the term expires shall be two years or such other period as determined by a resolution of the board of directors. The obligation of confidentiality in respect of trade secrets of the Company after a director’s resignation takes effect or the term expires survives the termination of his/her term of office until such trade secrets become publicly known. A director’s duties for the performance of his/her duties during his/her tenure shall not be relieved or terminated.
Article 107 The shareholders’ meeting may resolve to remove a director, and the removal takes effect on the date the resolution is made.
If a director is removed before the expiration of his/her term without justifiable reasons, the director may demand compensation from the Company.
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Article 103 If a director breaches the laws, administrative regulations, departmental rules or the Articles of Association in fulfilling his/her duties and causes loss to the Company, the said director shall be liable for compensation.

If a director provides guarantee for others with the property of the Company without the approval of the board of directors or the shareholders’ meeting, the board of directors shall propose a replacement of such director to the shareholders’ meeting; and if the Company has suffered any loss arising therefrom, the said director shall be liable for compensation. The controlling shareholder or the actual controller of the Company instructing a director to engage in acts that harm the interests of the Company or shareholders shall bear joint and several liabilities with the director.

Articles 97 and 98 hereof shall apply to the controlling shareholder or the actual controller of the Company who do not serve as directors but are executing the affairs of the Company. | Article 109 Where a director causes damage to others when carrying out his/her duties, the Company shall be liable for compensation; where a director acts with willful or material default, he/she shall also be liable for compensation. If a director breaches the laws, administrative regulations, departmental rules or the Articles of Association in fulfilling his/her duties and causes loss to the Company, the said director shall be liable for compensation.

If a director provides guarantee for others with the property of the Company without the approval of the board of directors or the shareholders’ meeting, the board of directors shall propose a replacement of such director to the shareholders’ meeting; and if the Company has suffered any loss arising therefrom, the said director shall be liable for compensation. The controlling shareholder or the actual controller of the Company instructing a director to engage in acts that harm the interests of the Company or shareholders shall bear joint and several liabilities with the director.

Articles 102 and 103 hereof shall apply to the controlling shareholder or the actual controller of the Company who do not serve as directors but are executing the affairs of the Company. |

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Article 104 The qualifications, procedure of nomination and election, term of office, resignation and powers and functions of directors shall be as specified by the laws, administrative regulations, departmental rules and the provisions issued by the CSRC.

The independent directors shall act in accordance with the laws, administrative regulations, and the relevant provisions of the CSRC and the Stock Exchanges. | Article 110 The qualifications, procedure of nomination and election, term of office, resignation and powers and functions of directors shall be as specified by the laws, administrative regulations, departmental rules and the provisions issued by the CSRC.

The independent directors shall act in accordance with the laws, administrative regulations, and the relevant provisions of the CSRC and the stock exchanges where the Company’s shares are listed. |

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Article 111 Independent directors must maintain their independence. The following persons shall not serve as independent directors: (I) personnel employed by the Company or its affiliated enterprises, as well as their spouses, parents, children and other major social relations; (II) natural person shareholders who directly or indirectly hold more than one percent of the issued shares of the Company or are among the top ten shareholders of the Company and their spouses, parents or children; (III) shareholders who directly or indirectly hold more than five percent of the issued shares of the Company or persons who are among the top five shareholders of the Company and their spouses, parents and children; (IV) persons employed in the affiliated enterprises of the controlling shareholder or actual controller of the Company and their spouses, parents and children; (V) persons who have significant business dealings with the Company and its controlling shareholders, actual controllers or their respective affiliated enterprises, or persons who are employed in entities with significant business dealings and their controlling shareholders and actual controllers;
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(VI) persons who provide financial, legal, consulting, sponsorship and other services to the Company and its controlling shareholders, actual controllers or their respective affiliated enterprises, including but not limited to all project team members of the intermediary agency providing the services, review personnel at all levels, persons signing reports, partners, directors, senior management personnel and principal persons in charge;

(VII) persons who have had any of the circumstances listed in items I to VI within the last twelve months;

(VIII) other persons who are not independent as stipulated by laws, administrative regulations, requirements of the CSRC, the business rules of the stock exchanges where the Company’s shares are listed and the Articles of Association.

The affiliated enterprises of the controlling shareholder or actual controller of the Company referred to in items IV to VI shall not include enterprises that are under the control of the same state-owned asset management institution as the Company, where relevant provisions consider to have no affiliated relationship with the Company in accordance with the relevant provisions.

Independent directors shall conduct an annual self-examination of their independence and submit the self-examination results to the board of directors. The board of directors shall assess the independence of the independent directors in office each year and issue a special opinion, which shall be disclosed in conjunction with the annual report. |

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Article 112 To serve as an independent director of the Company, the following conditions must be met:

(I) be qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions;

(II) meet the independence requirements stipulated in the Articles of Association;

(III) possess basic knowledge of the operation of a listed company and be familiar with relevant laws, regulations and rules;

(IV) have more than five years of experience in law, accounting or economics necessary to perform the duties of an independent director;

(V) have good personal character and no record of major bad faith or other bad records;

(VI) other conditions as stipulated by laws, administrative regulations, requirements of the CSRC, the business rules of the stock exchanges where the Company’s shares are listed and the Articles of Association. |

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Article 113 Independent directors, as members of the board of directors, are obligated to be faithful and diligent to the Company and all shareholders, and to perform the following duties prudently:

(I) participate in board decisions and express clear opinions on matters discussed;

(II) supervise potential major conflicts of interest between the Company and its controlling shareholders, actual controllers, directors and senior management, and protect the legitimate rights and interests of minority shareholders;

(III) provide professional and objective advice on the Company’s operation and development to promote the improvement of the decision-making level of the board of directors;

(IV) other duties as stipulated by laws, administrative regulations, requirements of the CSRC and the Articles of Association. |

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Article 114 Independent directors exercise the following special powers:
(I) independently engage an intermediary agency to audit, consult or verify specific matters of the Company;
(II) propose to the board of directors to convene an extraordinary shareholders’ meeting;
(III) propose to convene a board meeting;
(IV) publicly solicit shareholder rights from shareholders in accordance with the law;
(V) express independent opinions on matters that may harm the interests of the Company or minority shareholders;
(VI) other powers as prescribed by laws, administrative regulations, requirements of the CSRC and the Articles of Association.
Where an independent director exercises the powers listed in items I to III of the preceding paragraph, it shall be subject to the consent of more than half of all independent directors.
Where an independent director exercises the powers listed in the first paragraph, the Company shall disclose them in a timely manner. If the above-mentioned powers cannot be exercised normally, the Company will disclose the specific circumstances and reasons.
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Article 115 The following matters shall be submitted to the board of directors for consideration with the consent of more than half of all independent directors of the Company:

(I) related party transactions that should be disclosed;

(II) plans for the Company and related parties to change or waive commitments;

(III) decisions and measures taken by the board of directors of the acquired listed company in connection with the acquisition;

(IV) other matters as prescribed by laws, administrative regulations, requirements of the CSRC and the Articles of Association. |
| | Article 116 The Company shall establish a specialized meeting mechanism attended by all independent directors. Where the board of directors deliberates related party transactions and other matters, prior approval shall be obtained from the special meeting of independent non-executive directors.

The Company shall convene specialized meetings of independent directors on a regular or irregular basis. Matters listed in items (I) to (III) in the first paragraph in Article 114 and Article 115 of the Articles of Association shall be considered by the specialized meeting of independent directors. |

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The specialized meeting of independent directors may study and discuss other matters of the Company as necessary.

The specialized meeting of independent directors shall be convened and presided over by an independent director jointly elected by a majority of the independent directors; in the event that the convener is not performing his/her duties or is unable to perform his/her duties, two or more independent directors may convene the specialized meeting on their own and elect a representative to preside over the meeting.

Minutes of specialized meetings of independent directors shall be prepared in accordance with the regulations, and the opinions of the independent directors shall be set out in the minutes. The independent directors shall sign to confirm the minutes.

The Company facilitates and supports the convening of specialized meetings of independent directors. |

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Article 106 The board of directors consists of ten directors, including one chairman. Among the board members, there are four independent directors.

The board of directors has established five special committees: the strategy committee, the nomination committee, the audit committee, the remuneration and assessment committee and the sustainable development committee. All members of the special committees are composed of directors. The majority of the membership of the audit committee, the nomination committee and the remuneration and assessment committee shall consist of independent directors, who shall also act as conveners. The members of the audit committee shall be directors who do not hold senior management positions in the Company, with accounting professionals among the independent directors serving as conveners. The specific responsibilities of the audit committee, the nomination committee and the remuneration and assessment committee are as follows: | Article 118 The board of directors consists of eleven directors, including one chairman, and two co-chairmen. Among the board members, there are four independent directors. |

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(I)-audit-committee
The audit committee is responsible for reviewing the Company's financial information and its disclosure, monitoring and evaluating internal and external audit work and internal controls and the following matters shall be submitted to the board of directors for consideration with the approval of a majority of the members of the audit committee:
1. disclosure of financial information in financial accounting reports and regular reports, and the internal control evaluation reports;
2. engagement or dismissal of the accounting firm that undertakes the auditing of the listed company;
3. appointment or dismissal of the financial controller of the listed company;
4. changes in accounting policies, accounting estimates, or correction of significant accounting errors for reasons other than changes in accounting standards;
5. other matters stipulated by laws, administrative regulations, requirements of the CSRC and the Articles of Association:
The audit committee shall convene a meeting at least once a quarter, and may convene extraordinary meetings upon the proposal of two or more members, or when the convener deems necessary. Meetings of the audit committee shall be held with the attendance of at least two-thirds of the members.
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(II) nomination committee

The nomination committee is responsible for developing standards and procedures for the election of directors and senior management members, and selecting and examining the qualifications of the candidates for directors and senior management members, and making recommendations to the board of directors on the following matters:

  1. nomination or removal of directors;

  2. appointment or dismissal of senior management members;

  3. other matters stipulated by laws, administrative regulations, requirements of the CSRC and the Articles of Association.

If the board of directors does not adopt or does not fully adopt the recommendations of the nomination committee, it shall record the opinion of the nomination committee and specific reasons for its non-adoption in the resolution of the board of directors and disclose the same. | |

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(III)—remuneration—and—assessment committee
The—remuneration—and—assessment committee—is responsible for formulating evaluation standard for directors and senior management members and implementation of the evaluation, and formulating and reviewing the remuneration policies and plans for directors and senior management members, and making recommendations to the board of directors on the following matters:
1.—remuneration of directors and senior management members;
2.—formulation of or change to equity incentive plans and employee stock ownership plans, and conditions for incentive participants to be granted with and exercise interests;
3.—arrangement of stock ownership plans for subsidiaries to be spun off by directors and senior management members;
4.—other matters stipulated by laws, administrative regulations, requirements of the CSRC and the Articles of Association.
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If the board of directors does not adopt or does not fully adopt the recommendations of the remuneration and assessment committee, it shall record the opinion of the remuneration and assessment committee and specific reasons for its non-adoption in the resolution of the board of directors and disclose the same.

The remuneration assessment mechanism for directors and senior management members of the Company shall comply with relevant working rules. Matters exceeding the scope of the authority of the shareholders' meeting shall be submitted to the shareholders' meeting for consideration. | |
| Article 110

...

Transactions which do not meet the criteria for submission to the shareholders' meeting and the board of directors for consideration as stipulated in the Articles of Association and relevant laws and regulations will be submitted to the chairman's office meeting and the general manager for consideration. Refer to relevant systems and rules of the Company for details. | Article 122

...

Where the listing rules of the places where the Company's shares are listed provide otherwise, such rules shall prevail.

Transactions which do not meet the criteria for submission to the shareholders' meeting and the board of directors for consideration as stipulated in the Articles of Association, relevant laws and regulations, and the listing rules of the places where the Company's shares are listed will be submitted to the chairman's office meeting and the general manager for consideration. Refer to relevant systems and rules of the Company for details. |
| Article 111 The chairman and vice chairman shall be elected by the board of directors with approval of more than half of all the directors. | Article 123 The chairman and co-chairman shall be elected by the board of directors with approval of more than half of all the directors. |

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Article 113 Where the chairman fails to or rejects to perform his/her duties, such duties shall be performed by vice chairman; where vice chairman fails to or rejects to perform his/her duties, one director shall be elected by over half of the directors to perform such duties. Article 125 Where the chairman fails to or rejects to perform his/her duties, such duties shall be performed by the co-chairman; where the co-chairman fails to or rejects to perform his/her duties, one director shall be elected by over half of the directors to perform such duties.
Article 120 If any director has connection with the enterprise or individual involved in the resolution made at a board meeting, such director shall submit a written report to the board of directors in a timely manner. The said director shall not vote on the said resolution for himself/herself or on behalf of another director. The board meeting may be held when more than half of the non-connected directors attend the meeting. The resolution of the board meeting shall be passed by more than half of the non-connected directors. If the number of non-connected directors attending the board meetings is less than three, the issue shall be submitted to the shareholders’ meeting for consideration. If there are any additional restrictions on directors’ participation in and voting at board meetings in accordance with laws and regulations and the securities regulatory rules of the place where the Company’s shares are listed, such provisions shall prevail. Article 132 If any director has connection with the enterprise or individual involved in the resolution made at a board meeting, such director shall submit a written report to the board of directors in a timely manner. The said director shall not vote on the said resolution for himself/herself or on behalf of another director. The board meeting may be held when more than half of the non-connected directors attend the meeting. The resolution of the board meeting shall be passed by more than half of the non-connected directors. If the number of non-connected directors attending the board meetings is less than three, the issue shall be submitted to the shareholders’ meeting for consideration. If there are any additional restrictions on directors’ participation in and voting at board meetings in accordance with laws and regulations and the securities regulatory rules of the place where the Company’s shares are listed, such provisions shall prevail.
Section 3 Special Committees of the Board of Directors
Article 138 The board of directors of the Company has established an audit committee to exercise the powers and functions of the supervisory committee as stipulated in the Company Law.
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Article 139 The audit committee shall consist of five members, who shall be directors who do not hold senior management positions in the Company, of whom three shall be independent directors, with an accounting professional from among the independent directors serving as the convener. Employee representatives who are members of the board of directors may serve as members of the audit committee.
Article 140 The audit committee is responsible for reviewing the Company’s financial information and its disclosures, supervising and evaluating the internal and external audits and internal controls. The following matters shall be submitted to the board of directors for consideration after the approval by a majority of all members of the audit committee: (I) disclosure of financial information in financial accounting reports and periodic reports, and internal control evaluation reports; (II) appointment or dismissal of the accounting firm that undertake the listed company’s auditing business; (III) appointment or dismissal of the listed company’s chief financial officer; (IV) changes in accounting policies, accounting estimates or correction of material accounting errors for reasons other than changes in accounting standards; (V) other matters as stipulated by laws, administrative regulations, requirements of the CSRC and the Articles of Association.
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Article 141 The audit committee shall hold at least one meeting every quarter, and may hold an extraordinary meeting when three or more members propose, or when the convener deems it necessary. The quorum of the meeting of the audit committee shall be more than two-thirds of the members are present.

Decisions made by the audit committee shall be approved by more than half of the members of the audit committee.

The voting on the resolution of the audit committee shall be one person, one vote.

The audit committee shall prepare meeting minutes for its resolutions in accordance with the regulations, and the members of the audit committee attending the meeting shall sign on the meeting minutes.

The board of directors is responsible for formulating the working procedures of the audit committee. |

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Article 142 The board of directors has established four other special committees of the board of directors: the strategy committee, the nomination committee, the remuneration and evaluation committee and the sustainability committee. All members of the special committees are composed of directors. The majority of the membership of the nomination committee and the remuneration and assessment committee shall consist of independent directors, who shall also act as conveners. The specific responsibilities of the nomination committee and the remuneration and assessment committee are as follows:

(I) nomination committee

The nomination committee consists of three directors. In particular, the independent directors shall account for more than half of the members. The nomination committee is responsible for developing standards and procedures for the election of directors and senior management members, and selecting and examining the qualifications of the candidates for directors and senior management members, and making recommendations to the board of directors on the following matters:

  1. nomination or removal of directors;
  2. appointment or dismissal of senior management members;

  3. other matters stipulated by laws, administrative regulations, requirements of the CSRC, the listing rules of the places where the Company’s shares are listed and the Articles of Association. |

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If the board of directors does not adopt or does not fully adopt the recommendations of the nomination committee, it shall record the opinion of the nomination committee and specific reasons for its non-adoption in the resolution of the board of directors and disclose the same.

(II) remuneration and evaluation committee

The remuneration and evaluation committee consists of three directors. In particular, the independent directors shall account for more than half of the members. The remuneration and evaluation committee is responsible for formulating evaluation standard for directors and senior management members and implementation of the evaluation, and formulating and reviewing the remuneration policies and plans for directors and senior management members, and making recommendations to the board of directors on the following matters:

  1. remuneration of directors and senior management members;

  2. formulation of or change to equity incentive plans and employee stock ownership plans, and conditions for incentive participants to be granted with and exercise interests; |

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3. arrangement of stock ownership plans for subsidiaries to be spun off by directors and senior management members;
4. other matters stipulated by laws, administrative regulations, requirements of the CSRC, the listing rules of the places where the Company’s shares are listed and the Articles of Association.
If the board of directors does not adopt or does not fully adopt the recommendations of the remuneration and assessment committee, it shall record the opinion of the remuneration and assessment committee and specific reasons for its non-adoption in the resolution of the board of directors and disclose the same.
The remuneration assessment mechanism for directors and senior management members of the Company shall comply with relevant working rules. Matters exceeding the scope of the authority of the shareholders’ meeting shall be submitted to the shareholders’ meeting for consideration.
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(III) strategy committee

The strategy committee consists of three directors. In particular, the independent directors shall account for more than half of the members. The main duties of the strategy committee are:

  1. to study and make proposal on the long-term development strategy of the Company;

  2. to study and make proposal on significant investment decisions and financing plans that are subject to the approval by the board of directors according to the Articles of Association;

  3. to study and make proposal on significant capital operations and asset operating projects that are subject to the approval by the board of directors according to the Articles of Association;

  4. to study and make proposal on other significant matters that affect the development of the Company;

  5. to inspect the implementation of the foregoing;

  6. to handle such other matters as authorized by the board of directors. |

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(IV) sustainability committee

The committee consists of six directors, of whom two shall be independent directors. The primary objective of the sustainability committee is to promote sustainable development of the Company by enhancing the quality of the Company’s ESG (i.e. Environment, Social and Governance) work in the context of the strategic management of the Company, thereby promoting enhancement in the overall value of the Company. The main duties of which include the following:

  1. to conduct research, analysis and risk assessment on sustainable development and ESG-related issues of the Company, and propose vision, strategy and framework in respect of ESG of the Company;

  2. to review and approve ESG development objectives and key performance indicators of the Company, oversee the progress of the implementation of ESG objectives, and make recommendations based on the results of ESG implementation and the achievement of performance objectives; |

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3. to oversee the operation of the Company’s ESG system in various business segments, deliberate and review the environmental and social impacts on the business of the Company, respond proactively to emerging sustainability issues, and provide the board of directors with recommendations and proposals to enhance the performance of sustainable development of the Company;
4. to regularly report to the board of directors on the Company’s ESG-related work, provide timely feedback on the progress of the Company’s ESG work and issues of concern to the Company from internal and external stakeholders, and put forward enhancement proposals for the management of ESG practices of the Company;
5. to review the annual ESG report of the Company and report to the board of directors;
6. to conduct research and make recommendations on other major matters affecting the sustainable development of the Company;
7. other matters authorized by the board of directors of the Company and other matters involved in related laws and regulations.
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Article 129 Article 95 hereof in relation to the circumstances under which a person may not serve as a director shall mutatis mutandis apply to senior management members.

The provisions of Article 97 hereof regarding the loyalty obligations of directors and the provisions of items (IV) to (VI) of Article 98 hereof regarding the diligence obligations of directors shall mutatis mutandis apply to senior management members. | Article 146 Article 100 hereof in relation to the circumstances under which a person may not serve as a director, and the provisions of the management system for the departure shall mutatis mutandis apply to senior management members.

The provisions of Article 102 hereof regarding the loyalty obligations of directors and the provisions of items (IV) to (VI) of Article 98 hereof regarding the diligence obligations of directors shall mutatis mutandis apply to senior management members. |
| Article 130 The general manager may resign before his/her term of office expires. The procedure and rules for resignation of the general manager shall be specified in the labor service contract between the general manager and the Company. The general manager of the Company shall comply with laws, administrative regulations, departmental rules and the Articles of Association. | Article 151 The general manager may resign before his/her term of office expires. The procedure and rules for resignation of the general manager shall be specified in the employment contract between the general manager and the Company. The general manager of the Company shall comply with laws, administrative regulations, departmental rules and the Articles of Association. |

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Article 136 The senior management members of the Company shall faithfully perform their duties and safeguard the best interests of the Company and all shareholders. Any senior management member who violates any law, administrative regulation, departmental rules or the Articles of Association in the performance of his/her duties and thereby causes losses to the Company shall be liable for compensation.

If a senior management member provides guarantee for others with the property of the Company without the approval of the board of directors or the shareholders’ meeting, the Company shall dismiss the said member from all his/her posts in the Company; and if the Company has suffered any loss arising therefrom, the said member shall be liable for compensation. | Article 153 The senior management members of the Company shall faithfully perform their duties and safeguard the best interests of the Company and all shareholders. Where a senior management member causes damage to others when carrying out his/her duties, the Company shall be liable for compensation; where a senior management member acts with willful or material default, he/she shall also be liable for compensation. Any senior management member who violates any law, administrative regulation, departmental rules or the Articles of Association in the performance of his/her duties and thereby causes losses to the Company shall be liable for compensation.

If a senior management member provides guarantee for others with the property of the Company without the approval of the board of directors or the shareholders’ meeting, the Company shall dismiss the said member from all his/her posts in the Company; and if the Company has suffered any loss arising therefrom, the said member shall be liable for compensation. |
| CHAPTER 7 SUPERVISORY COMMITTEE | |
| Section 1 Supervisors | |
| Article 137 Article 95 hereof in relation to the circumstances under which a person may not serve as a director shall mutatis mutandis apply to supervisors.

The directors, the general manager and other senior management members shall not act concurrently as supervisors. | |

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Article 138 Supervisors must comply with laws, administrative regulations, and the Articles of Association, and bear loyalty obligations and diligence obligations towards the Company. They shall not abuse their authority to accept bribes or other illegal income and shall not misappropriate the properties of the Company.
Article 139 Supervisor shall serve for a term of 3 years. Upon expiry of the term, the supervisor may be re-appointed upon re-election.
Article 140 If the term of office of a supervisor expires but re-election is not made promptly, or if any supervisor resigns during his/her term of office so that the membership of the supervisory committee falls short of the quorum, the said supervisor shall continue to perform the duties of a supervisor pursuant to the laws, administrative regulations and the Articles of Association until a new supervisor is elected.
Article 141 Supervisors shall ensure the information disclosed by the Company is true, accurate and complete.
Article 142 Supervisors may be in attendance at board meetings, and raise questions or suggestions pertaining to board resolutions.
Article 143 Supervisors shall not abuse their affiliated relationships to damage the interests of the Company, and shall compensate the Company for any losses caused.
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Article 144 If any supervisor violates the laws, _ administrative regulations, departmental rules or the Articles of Association in fulfilling his/her duties, thereby causing the Company to incur any loss, the said supervisor shall be liable for compensation.
Section 2 Supervisory Committee
Article 145 The Company shall have a supervisory committee. The supervisory committee consists of 3 supervisors, including 1 chairman who is elected by a majority vote of all supervisors. The meetings of the supervisory committee shall be convened and presided over by the chairman of the supervisory committee. If the chairman of the supervisory committee is unable or fails to perform his/her duties, such meeting shall be convened and presided over by a supervisor nominated by more than half of the supervisors.
Article 146 The supervisory committee includes 1 shareholder representative and 2 employee representatives. The employee representatives sitting on the supervisory committee shall be democratically elected by the Company's employees.
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Article 147 The supervisory committee shall exercise the following functions and powers: (I) to examine the securities issuance documents and regular reports prepared by the board of directors, propose written examination suggestions and sign written confirmation opinions; (II) to review the Company's financial position; (III) to supervise the directors and senior management members' acts in performing their duties in the Company, and to propose a removal of any director or senior management member in violation of any laws, administrative regulations, the Articles of Association or resolutions adopted at the shareholders' meeting; (IV) to demand any director or senior management member who acts in a manner which is harmful to the Company's interest to rectify such behaviour; (V) to propose to convene an extraordinary shareholders' meeting, and to convene and preside over shareholders' meetings where the board of directors fails to perform its duty to do so as required by the Company Law; (VI) to submit proposals to shareholders' meetings;
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(VII) to initiate legal proceedings against any director or senior management member according to Article 189 of the Company Law;
(VIII) to investigate into unusual operation of the Company and if necessary, to engage accounting firms, law firms or other professional institutions to assist in its work at the expenses of the Company.
Article 148 The supervisory committee shall convene a meeting at least once every six months. Notice of the meeting shall be delivered in written form to all supervisors at least 10 days prior to the meeting.
Supervisors may propose to convene extraordinary meetings of the supervisory committee. For an extraordinary meeting of the supervisory committee, written notice shall be given 3 days before the meeting; however, in case of urgent reasons, the meeting can be convened at any time through oral, telephone, or other means.
The resolution of the supervisory committee shall be voted in writing unless more than half of the directors present at the meeting agree to vote by a show of hands. Each supervisor has one vote. Resolutions of the supervisory committee shall be passed by more than half of the supervisors of the Company.
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Article 149 The supervisory committee shall formulate relevant rules of procedure specifying the deliberation method and voting procedure of the supervisory committee to ensure the work efficiency and scientific decision-making of the supervisory committee. The rules of procedure for the supervisory committee shall be annexed to the Articles of Association and shall be drafted by the supervisory committee and approved by the shareholders' meeting.
Article 150 The supervisory committee shall make minutes of the decisions on the matters discussed at the meeting, and the supervisors and the recorder who attended the meeting shall sign the minutes.
Supervisors have the right to request that some explanatory record of their speeches at the meeting be made in the minutes. Minutes of the supervisory committee meetings shall be kept as company files for a period of at least 10 years.
Article 151 A notice of the supervisory committee meeting shall include:
(I) date, venue and duration of the meeting;
(II) subject matters and issues;
(III) date of notice.
Refer to the notice method for board meetings in the Articles of Association for that of the supervisory committee meeting.
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Article 153 The Company shall submit and disclose its annual financial reports to the CSRC and the Stock Exchanges within four months from the end of each fiscal year, and its interim reports to the relevant branch office of the CSRC and the Stock Exchanges within two months from the end of the first half of each fiscal year.

The aforesaid annual reports and interim reports shall be prepared in accordance with relevant laws, administrative regulations and requirements of the CSRC and the Stock Exchanges. | Article 155 The Company shall submit and disclose its annual financial reports to the relevant branch office of the CSRC and the Stock Exchanges within four months from the end of each fiscal year, and its interim reports to the relevant branch office of the CSRC and the Stock Exchanges within two months from the end of the first half of each fiscal year.

The aforesaid annual reports and interim reports shall be prepared in accordance with relevant laws, administrative regulations and requirements of the CSRC and the Stock Exchanges. |
| Article 154 The Company will not establish account books other than the statutory account books. The assets of the Company shall not be deposited in any personal account. | Article 156 The Company does not establish account books other than the statutory account books. The funds of the Company shall not be deposited in any personal account. |
| | Article 159 If the reduction of the registered capital is in violation of the Company Law and other relevant provisions, shareholders shall return the funds they have received and the reduced capital contribution of the shareholders shall be restored to its original amount; in case of losses caused to the Company, the shareholders and the liable directors and senior management shall be liable for compensation. |
| | Article 160 Where an increase in registered capital of the Company is made by means of issue of new shares, the shareholders do not have any pre-emptive right unless otherwise provided in the Articles of Association or the shareholders' meeting resolves that the shareholders shall have preemptive right. |

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Article 158 ...

(VI) Procedures for considering the profit distribution:

  1. The profit distribution plan shall not be submitted to the shareholders’ meeting for consideration before it is considered and approved by the board of directors and the supervisory committee. When the board of directors considers the profit distribution plan, it must be approved by a majority of the votes of all directors, and by more than half of the votes of the Company’s independent directors. When the supervisory committee considers the profit distribution plan, it must be approved by a majority of the votes of all supervisors.

  2. Profit distribution plan under consideration of the shareholders’ meeting shall be approved by votes representing more than half of voting rights held by the shareholders present at the shareholders’ meeting. When voting at the shareholders’ meeting, online voting shall be provided to shareholders.

  3. When the Company makes adjustments to the retained undistributed profit utilization plan arrangements or principles, it shall be re-submitted for approval by the board of directors, the supervisory committee and the shareholders’ meeting in accordance with the above consideration procedures, and the reasons for the adjustment shall be demonstrated and explained in detail in the relevant resolutions. Independent directors shall express their independent opinions on these resolutions. | Article 162 ...

(VI) Procedures for considering the profit distribution:

  1. The profit distribution plan shall not be submitted to the shareholders’ meeting for consideration before it is considered and approved by the board of directors. When the board of directors considers the profit distribution plan, it must be approved by a majority of the votes of all directors, and by more than half of the votes of the Company’s independent directors.

  2. Profit distribution plan under consideration of the shareholders’ meeting shall be approved by votes representing more than half of voting rights held by the shareholders present at the shareholders’ meeting. When voting at the shareholders’ meeting, online voting shall be provided to shareholders.

  3. When the Company makes adjustments to the retained undistributed profit utilization plan arrangements or principles, it shall be re-submitted for approval by the board of directors and the shareholders’ meeting in accordance with the above consideration procedures, and the reasons for the adjustment shall be demonstrated and explained in detail in the relevant resolutions. |

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4. The distribution of dividends (or shares) shall be completed within two months after a resolution is made at the shareholders’ meeting on the profit distribution plan, or after the board of directors of the Company has formulated a specific plan based on the conditions and maximum amount of interim dividends for the following year as considered and approved at the annual shareholders’ meeting.

(VII) The consideration and deliberation procedures and decision-making mechanism for the profit distribution plan of the board of directors, the supervisory committee and the shareholders’ meeting:

  1. Before periodic reports are published, the board of directors of the Company shall consider and deliberate a profit distribution plan based on the Company’s ability for sustainable operation, adequate funds for normal production, operation and development, and reasonable returns on investment of investors. Independent directors shall express specific opinions when formulating the cash dividend plan.

  2. If the independent directors believe that the specific cash dividend plan may harm the rights and interests of the listed company or minority shareholders, they shall have the right to express independent opinions. Where the board of directors of the Company fails to adopt or fully adopt the opinions of independent directors, it shall record the opinions of independent directors and the specific reasons for not adopting them in the resolution of the board of directors of the Company, and disclose relevant information. | 4. The distribution of dividends (or shares) shall be completed within two months after a resolution is made at the shareholders’ meeting on the profit distribution plan, or after the board of directors of the Company has formulated a specific plan based on the conditions and maximum amount of interim dividends for the following year as considered and approved at the annual shareholders’ meeting.

(VII) The consideration and deliberation procedures and decision-making mechanism for the profit distribution plan of the board of directors and the shareholders’ meeting:

  1. Before periodic reports are published, the board of directors of the Company shall consider and deliberate a profit distribution plan based on the Company’s ability for sustainable operation, adequate funds for normal production, operation and development, and reasonable returns on investment of investors.

  2. If the independent directors believe that the specific cash dividend plan may harm the rights and interests of the listed company or minority shareholders, they shall have the right to express independent opinions. Where the board of directors of the Company fails to adopt or fully adopt the opinions of independent directors, it shall record the opinions of independent directors and the specific reasons for not adopting them in the resolution of the board of directors of the Company, and disclose relevant information. |

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3. When formulating a specific profit distribution plan, the board of directors of the Company shall observe profit distribution policies as specified in laws, regulations and the Articles of Association. The profit distribution plan shall explain the retained undistributed profit utilization plan arrangements or principles for the relevant year, and independent directors shall express their opinions on the reasonableness of the profit distribution plan.

  1. The board of directors of the Company shall consider and announce the profit distribution plan in periodic reports and submit it to the shareholders’ meeting for approval. If the board of directors of the Company fails to make a cash profit distribution plan, it shall consult independent directors and external supervisors, and disclose the reasons in periodic reports, and independent directors shall express their opinions thereon.

  2. The board of directors, the supervisory committee and the shareholders’ meeting should fully consider the opinions of independent directors, external supervisors and public investors in the relevant decision-making and discussion process. | 3. When formulating a specific profit distribution plan, the board of directors of the Company shall observe profit distribution policies as specified in laws, regulations and the Articles of Association. The profit distribution plan shall explain the retained undistributed profit utilization plan arrangements or principles for the relevant year.

  3. The board of directors of the Company shall consider and announce the profit distribution plan in periodic reports and submit it to the shareholders’ meeting for approval. If the board of directors of the Company fails to make a cash profit distribution plan, it shall disclose the reasons in periodic reports.

  4. The board of directors and the shareholders’ meeting should fully consider the opinions of public investors in the relevant decision-making and discussion process. |

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(VIII) Adjustment of profit distribution policies: (VIII) Adjustment of profit distribution policies:
... ...
2. Other circumstances as prescribed by the CSRC and Stock Exchanges. In the process of adjusting profit distribution policy, the board of directors of the Company shall take full account of opinions of independent directors, the supervisory committee and public investors. When the board of directors considers the profit distribution policy, it must be approved by a majority of the votes of all directors, and by more than half of the votes of the Company's independent directors. When the supervisory committee considers the profit distribution policy, it must be approved by a majority of the votes of all supervisors. 2. Other circumstances as prescribed by the CSRC and Stock Exchanges. In the process of adjusting profit distribution policy, the board of directors of the Company shall take full account of opinions of independent directors and public investors. When the board of directors considers the profit distribution policy, it must be approved by a majority of the votes of all directors, and by more than half of the votes of the Company's independent directors.
3. Adjustment to profit distribution policy shall not be submitted to the shareholders' meeting for consideration before it is considered and approved by the board of directors and the supervisory committee. The Company shall discuss the relevant matters in detail and explain reasons thereof in proposal of the shareholders' meeting with the protection of shareholders' interests as the starting point. Matters concerning adjustment to profit distribution policy under consideration of the shareholders' meeting shall be adopted by shareholders representing 2/3 or more of the voting rights of the shareholders in presence. 3. Adjustment to profit distribution policy shall not be submitted to the shareholders' meeting for consideration before it is considered and approved by the board of directors. The Company shall discuss the relevant matters in detail and explain reasons thereof in proposal of the shareholders' meeting with the protection of shareholders' interests as the starting point. Matters concerning adjustment to profit distribution policy under consideration of the shareholders' meeting shall be adopted by shareholders representing 2/3 or more of the voting rights of the shareholders in presence.
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Article 159 The Company has implemented an internal audit system equipped with full-time auditors to conduct internal audit and supervision on the Company’s financial revenues and expenditures and economic activities. Article 163 The Company has implemented an internal audit system, which clearly defines the leadership system, responsibilities and authorities, personnel allocation, funding support, application of audit results and accountability for internal audit.
Article 160 The internal audit system of the Company and the duties of the auditors shall be implemented upon approval by the board of directors. The person in charge of audit shall be accountable and report to the board of directors. Article 164 The internal audit system of the Company shall be implemented upon approval by the board of directors and disclosed to the public. The person in charge of audit shall be accountable and report to the board of directors.
Article 165 The internal audit institution of the Company shall conduct supervision and inspection on matters such as the Company’s business activities, risk management, internal control, and financial information. The internal audit institution shall maintain independence and employ full-time auditors, and shall not be placed under the leadership of the finance department or co-located with the finance department.
Article 166 The internal audit institution is accountable to the board of directors.
During the process of supervising and inspecting the Company’s business activities, risk management, internal control, and financial information, the internal audit institution shall accept the supervision and guidance of the audit committee. Where the internal audit institution discovers relevant significant issues or leads, it shall immediately report directly to the audit committee.
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Article 167 The specific organization and implementation work of the Company’s internal control evaluation shall be the responsibility of the internal audit institution. The Company shall issue the annual internal control evaluation report based on the evaluation report and related materials issued by the internal audit institution and reviewed by the audit committee.
Article 168 When the audit committee communicates with external audit units such as accounting firms and state audit institutions, the internal audit institution shall actively cooperate and provide necessary support and collaboration.
Article 169 The audit committee shall participate in the performance assessment of the head of internal audit.
Article 170 Notice of meeting of the supervisory committee of the Company shall be served by personal delivery, post, fax or email. Except as otherwise provided for in the Articles of Association, an extraordinary supervisory committee meeting shall be convened for emergency reasons.
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Article 184 When the Company is dissolved pursuant to items (1), (2), (4) and (5) of Article 182 of the Articles of Association, it shall be liquidated. The directors shall be the obligors for the Company’s liquidation and shall establish a liquidation group to commence liquidation within 15 days from the emergence of the cause for dissolution. The liquidation group shall be composed of people determined by the directors or the shareholders’ meeting. If a liquidation group is not established for liquidation within the prescribed time or if the established liquidation group fails to carry out liquidation, the interested parties may apply to the people’s court to appoint relevant personnel to form a liquidation group for liquidation.

In the event of dissolution pursuant to items (3) of Article 182 of the Articles of Association, the liquidation shall be handled by the parties involved in the merger or division in accordance with the contract signed at the time of the merger or division. | Article 192 When the Company is dissolved pursuant to items (1), (2), (4) and (5) of Article 190 of the Articles of Association, it shall be liquidated. The directors shall be the obligors for the Company’s liquidation and shall establish a liquidation group to commence liquidation within 15 days from the emergence of the cause for dissolution. The liquidation group shall be composed of people determined by the directors or the shareholders’ meeting. If the liquidation obligor fails to perform its liquidation obligations in a timely manner and causes losses to the Company or its creditors, it shall be liable for compensation.

In the event of dissolution pursuant to items (3) of Article 190 of the Articles of Association, the liquidation shall be handled by the parties involved in the merger or division in accordance with the contract signed at the time of the merger or division. |

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Article 185 The liquidation group shall exercise the following functions and powers during the period of liquidation:
(I) to liquidate the Company’s assets and compile a balance sheet and a property inventory separately;
(II) to inform creditors by notice or announcement;
(III) to deal with the outstanding businesses of the Company relating to liquidation;
(IV) to pay off the taxes owed and the taxes arising during liquidation;
(V) to clear credits and debts;
(VI) to handle the remaining assets of the Company after all the debts are paid off;
(VII) to participate in civil proceedings on behalf of the Company. Article 193 The liquidation group shall exercise the following functions and powers during the period of liquidation:
(I) to liquidate the Company’s assets and compile a balance sheet and a property inventory separately;
(II) to inform creditors by notice or announcement;
(III) to deal with the outstanding businesses of the Company relating to liquidation;
(IV) to pay off the taxes owed and the taxes arising during liquidation;
(V) to clear credits and debts;
(VI) to allocate the remaining assets of the Company after all the debts are paid off;
(VII) to participate in civil proceedings on behalf of the Company.
Article 188 After the liquidation group has liquidated the assets of the Company and compiled a balance sheet and a property inventory, if it discovers that the Company’s assets are insufficient to repay its debts in full, it shall immediately apply to the people’s court for bankruptcy declaration in accordance with the law.

After the people’s court accepts the application for bankruptcy, the liquidation group shall hand over the liquidation matters to the bankruptcy administrator designated by the people’s court. | Article 196 After the liquidation group has liquidated the assets of the Company and compiled a balance sheet and a property inventory, if it discovers that the Company’s assets are insufficient to repay its debts in full, it shall immediately apply to the people’s court for bankruptcy liquidation in accordance with the law.

After the people’s court accepts the application for bankruptcy, the liquidation group shall hand over the liquidation matters to the bankruptcy administrator designated by the people’s court. |

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Article 190 Members of the liquidation group shall faithfully perform their duties and perform their liquidation obligations in accordance with the law.

Members of the liquidation group shall not abuse their powers by taking bribes or receiving other illegal income and misappropriate the assets of the Company.

A member of the liquidation group who causes loss to the Company or its creditors due to intentional misconduct or gross negligence shall be liable for compensation. | Article 198 Members of the liquidation group shall perform their liquidation duties and bear loyalty obligations and diligence obligations.

A member of the liquidation group who neglects to perform the liquidation duties and causes losses to the Company, he/she shall be liable for compensation; where a member of the liquidation group who causes loss to the Company or its creditors due to intentional misconduct or gross negligence shall be liable for compensation. |
| Article 196 Definition

(I) A controlling shareholder refers to a shareholder holding shares representing more than 50% of the total share capital of the Company; a shareholder holding less than 50% of shares in the Company, but the voting rights vested by the shares held by him/her have a material effect on any resolutions made at a shareholders’ meeting, or controlling shareholder as defined in the securities regulatory rules of the place where the Company’s shares are listed.

(II) An actual controller refers to a person who can effectively control the Company through investments, agreements or other arrangements.

... | Article 204 Definition

(I) A controlling shareholder refers to a shareholder holding shares representing more than 50% of the total share capital of the Company; a shareholder holding less than 50% of shares in the Company, but the voting rights vested by the shares held by him/her have a material effect on any resolutions made at a shareholders’ meeting, or controlling shareholder as defined in the securities regulatory rules of the place where the Company’s shares are listed.

(II) An actual controller refers to a natural person, legal person or other organization that can effectively control the Company through investments, agreements or other arrangements.

... |

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Article 200 The phrases “more than”, “within” and “below”, as stated in the Articles of Association, shall all include the given figure; while the phrases “except”, “fall short” and “exceed” shall all exclude the given figure. Article 208 The phrases “more than”, “within” and “below”, as stated in the Articles of Association, shall all include the given figure; while the phrases “over”, “except”, “fall short” and “exceed” shall all exclude the given figure.
Article 202 The rules of procedures for shareholders’ meetings, meetings of the board of directors and meetings of the board of supervisors are annexed to the Articles of Association. Article 210 The rules of procedures for shareholders’ meetings and meetings of the board of directors are annexed to the Articles of Association.
Article 203 Subject to the consideration and approval at the shareholders’ meeting of the Company, the Articles of Association shall become effective upon the date on which the Company’s H Shares under the initial public offering are listed on the Hong Kong Stock Exchange, and any amendments thereto shall become effective upon the date of consideration and approval at the shareholders’ meeting. Article 210 Subject to the consideration and approval at the shareholders’ meeting of the Company, the Articles of Association shall become effective upon the date of consideration and approval at the shareholders’ meeting of the Company.

Note: Regarding the deletion of terms relating to the “supervisory committee” and “supervisor(s)” and the replacement of certain instances of “supervisory committee” with “audit committee”, as the amendments involve numerous entries, the Company shall not list them individually.

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APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SHAREHOLDERS' MEETING

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SHAREHOLDERS' MEETING

Before amendment After amendment
Article 4 ...
The shareholders’ meetings shall be provided with a venue and held in the form of onsite meeting. In addition, the Company shall provide facilities that allow shareholders to attend the meeting and vote via the internet. Shareholders participating in the shareholders’ meeting by the above means shall be deemed to be present at such meeting.

If the shareholders’ meeting of the Company is held via electronic communication means, the detailed participation methods shall be specified in the notice of the shareholders’ meeting. Shareholders participating in the shareholders’ meeting through electronic communication means shall be deemed to be present at such meeting. | Article 4 ...
The shareholders’ meetings shall be provided with a venue and held in the form of onsite meeting. In addition, the Company shall provide facilities that allow shareholders to attend the meeting and vote via the internet.

The shareholders’ meeting of the Company may be held by means of electronic communication, allowing shareholders to attend virtually with the use of technology and cast votes by electronic means. If the shareholders’ meeting of the Company is held via electronic communication means, the detailed participation methods shall be specified in the notice of the shareholders’ meeting. Shareholders participating in the shareholders’ meeting through electronic communication means shall be deemed to be present at such meeting. |

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Article 6 Independent directors shall have the right to propose to the board of directors to convene extraordinary shareholders' meetings. When an independent director proposes to convene an extraordinary shareholders' meeting, the board of directors shall issue written feedback on consent or non-consent to the convening of the extraordinary shareholders' meeting within 10 days from the receipt of the proposal according to the laws, administrative regulations and the Articles of Association.

If the board of directors gives consent to convene an extraordinary shareholders' meeting, it shall, within five days from the passing of the board of directors resolution, issue a notice on convening the extraordinary shareholders' meeting. If the board of directors does not give consent to convene an extraordinary shareholders' meeting, the board of directors shall state the reason and issue an announcement. | Article 6 The board of directors shall convene a shareholders' meeting on time and within the prescribed period.

Subject to the consent of more than half of all the independent directors, independent directors shall have the right to propose to the board of directors to convene extraordinary shareholders' meetings. When an independent director proposes to convene an extraordinary shareholders' meeting, the board of directors shall issue written feedback on consent or non-consent to the convening of the extraordinary shareholders' meeting within 10 days from the receipt of the proposal according to the laws, administrative regulations and the Articles of Association.

If the board of directors gives consent to convene an extraordinary shareholders' meeting, it shall, within five days from the passing of the board of directors resolution, issue a notice on convening the extraordinary shareholders' meeting. If the board of directors does not give consent to convene an extraordinary shareholders' meeting, the board of directors shall state the reason and issue an announcement. |

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Article 7

……

If the board of directors does not give consent to convene an extraordinary shareholders’ meeting or does not issue feedback within 10 days from the receipt of the proposal, the board of directors shall be deemed as unable to perform or failed to perform the duties of convening an extraordinary shareholders’ meeting. In such cases, the supervisory committee may proceed to convene and chair the extraordinary shareholders’ meeting on its own. | Article 7

……

If the board of directors does not give consent to convene an extraordinary shareholders’ meeting or does not issue feedback within 10 days from the receipt of the proposal, the board of directors shall be deemed as unable to perform or failed to perform the duties of convening an extraordinary shareholders’ meeting. In such cases, the audit committee may proceed to convene and chair the extraordinary shareholders’ meeting on its own. |
| Article 13 The notice of a shareholders’ meeting shall include the contents as required by the Articles of Association for the notice of a shareholders’ meeting, and sufficiently and completely disclose all the details of all proposals and all information or interpretations necessary to enable shareholders to make a reasonable judgment on the matters to be discussed. If any matter to be discussed requires opinions of the independent directors, the opinions and reasons of the independent directors shall be disclosed together with the issuance of such notice or supplementary notice. | Article 13 The notice of a shareholders’ meeting shall include the contents as required by the Articles of Association for the notice of a shareholders’ meeting, and sufficiently and completely disclose all the details of all proposals and all information or interpretations necessary to enable shareholders to make a reasonable judgment on the matters to be discussed. |

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Article 14 Where the election of directors and supervisors is to be discussed at a shareholders' meeting, the notice of the shareholders' meeting shall fully disclose the particulars of the candidates, which at least shall include the following: Article 14 Where the election of directors is to be discussed at a shareholders' meeting, the notice of the shareholders' meeting shall fully disclose the particulars of the candidates, which at least shall include the following:
(I) personal particulars such as educational background, working experience and part-time jobs; (I) personal particulars such as educational background, working experience and part-time jobs;
(II) whether there is any related relationship with the Company or the controlling shareholder and the actual controller of the Company; (II) whether there is any related relationship with the Company or the controlling shareholder and the actual controller of the Company;
(III) disclosure of the number of shares held in the Company; (III) the number of shares held in the Company;
(IV) whether or not they have been subject to penalties imposed by the CSRC and other relevant authorities or any disciplinary action taken by any stock exchange. (IV) whether or not they have been subject to penalties imposed by the CSRC and other relevant authorities or any disciplinary action taken by any stock exchange.
Save in the case of the election of directors and supervisors on a cumulative voting basis, a separate resolution shall be proposed for each of the candidates for election as director or supervisor. Save in the case of the election of directors on a cumulative voting basis, a separate resolution shall be proposed for each of the candidates for election as director.
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Article 16 When the shareholder's meeting is held, all directors, supervisors and the secretary to the board of directors of the Company shall attend the meeting, and the manager and other senior management members shall attend the meeting as non-voting participants. Other persons may attend the meeting with the consent of the convener. Subject to compliance with the securities regulatory rules of the place where the shares of the Company are listed, the aforementioned persons may attend the meeting or attend such meeting as non-voting participants through the internet, video, telephone or other means with equivalent effect. Article 16 When the shareholder's meeting is held, all directors and the secretary to the board of directors of the Company shall attend the meeting, and other senior management members shall attend the meeting as non-voting participants and be subject to shareholders' inquiries. Other persons may attend the meeting with the consent of the convener. Subject to compliance with the securities regulatory rules of the place where the shares of the Company are listed, the aforementioned persons may attend the meeting or attend such meeting as non-voting participants through the internet, video, telephone or other means with equivalent effect.
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Article 26 A shareholders’ meeting shall be presided over by the chairman of the board of directors. If the chairman is unable to or does not perform his/her duties, the deputy chairman shall preside over the meeting. If the deputy chairman is unable to or does not perform his/her duties, a director jointly elected by more than half of the directors shall preside over the meeting.

A shareholders’ meeting convened by the supervisory committee shall be presided over by the chairman of the supervisory committee. If the chairman of the supervisory committee is unable to or does not perform his/her duties, the deputy chairman of the supervisory committee shall preside over the meeting. If the deputy chairman of the supervisory committee is unable to or does not perform his/her duties, a supervisor jointly elected by more than half of the supervisors shall preside over the meeting.

A shareholders’ meeting convened by shareholders shall be presided over by a representative nominated by the convener.

Where a shareholders’ meeting is held and the chairperson of the meeting violates the rules of procedure and makes the meeting unable to proceed, with the consent of more than half of the shareholders present at the meeting with voting rights, the shareholders’ meeting may elect a person to serve as the chairperson of the meeting and continue the meeting. | Article 26 A shareholders’ meeting shall be presided over by the chairman of the board of directors. If the chairman is unable to or does not perform his/her duties, the co-chairman shall preside over the meeting. If the co-chairman is unable to or does not perform his/her duties, a director jointly elected by a majority of the directors shall preside over the meeting.

A shareholders’ meeting convened by the audit committee shall be presided over by the convener of the audit committee. If the convener of the audit committee is unable to or does not perform his/her duties, a member of the audit committee jointly elected by a majority of members of the audit committee shall preside over the meeting.

A shareholders’ meeting convened by shareholders shall be presided over by the convener or a representative nominated by the convener.

Where a shareholders’ meeting is held and the chairperson of the meeting violates these Rules and makes the meeting unable to proceed, with the consent of more than half of the shareholders present at the meeting with voting rights, the shareholders’ meeting may elect a person to serve as the chairperson of the meeting and continue the meeting. |

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Article 28 When the Company convenes the shareholders’ meeting, the board of directors, the supervisory committee and shareholders who individually or jointly hold more than 1% of the shares of the Company shall have the right to put forward proposals to the Company.

Shareholders who individually or collectively hold more than 1% of the shares of the Company may submit an interim proposal in writing to the convener 10 days prior to the convening of the shareholders’ meeting. The convener shall issue a supplementary notice of the shareholders’ meeting within 2 days after receiving the proposal, and announce the content of the interim proposal. However, this does not apply if the interim proposal violates the provisions of laws, administrative regulations, or the Articles of Association, or if it is not within the scope of the shareholders’ meeting’s authority.

Save as specified in the previous provision, the convener shall neither revise the proposals set out in the notice of shareholders’ meeting nor add new proposals after issuing the notice of shareholders’ meeting. | Article 28 When the Company convenes the shareholders’ meeting, the board of directors, the audit committee and shareholders who individually or jointly hold more than 1% of the shares of the Company shall have the right to put forward proposals to the Company.

Shareholders who individually or collectively hold more than 1% of the shares of the Company may submit an interim proposal in writing to the convener 10 days prior to the convening of the shareholders’ meeting. The convener shall issue a supplementary notice of the shareholders’ meeting within 2 days after receiving the proposal, and announce the content of the interim proposal and table the same at the shareholders’ meeting for consideration. However, this does not apply if the interim proposal violates the provisions of laws, administrative regulations, or the Articles of Association, or if it is not within the scope of the shareholders’ meeting’s authority.

Save as specified in the previous provision, the convener shall neither revise the proposals set out in the notice of shareholders’ meeting nor add new proposals after issuing the notice of shareholders’ meeting. |
| Article 30 The board of directors and the supervisory committee shall report their work for the past year at the annual general meeting. Each independent director shall also make his/her work report. | Article 30 The board of directors shall report their work for the past year at the annual general meeting. Each independent director shall also make his/her work report. |

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APPENDIX II

COMPARISON TABLE OF AMENDMENTS

TO THE RULES OF PROCEDURES FOR

THE SHAREHOLDERS' MEETING

Before amendment After amendment
Article 31 The directors, supervisors and senior management members shall answer and analyze inquiries and proposals made by shareholders at the shareholders' meeting. Article 31 The directors and senior management members shall answer and analyze inquiries and proposals made by shareholders at the shareholders' meeting.
Article 33 Resolutions at shareholders' meeting can be classified into ordinary resolutions and special resolutions.
An ordinary resolution at a shareholders' meeting shall be passed by more than half of the voting rights held by the shareholders present at the shareholders' meeting; including proxies.
A special resolution at a shareholders' meeting shall be passed by at least two-thirds of the voting rights held by the shareholders present at the shareholders' meeting (including proxies). Article 33 Resolutions at shareholders' meeting can be classified into ordinary resolutions and special resolutions.
An ordinary resolution at a shareholders' meeting shall be passed by more than half of the voting rights held by the shareholders present at the shareholders' meeting.
A special resolution at a shareholders' meeting shall be passed by at least two-thirds of the voting rights held by the shareholders present at the shareholders' meeting.
Article 34 The following matters shall be passed as ordinary resolutions at the shareholders' meeting:
(I) work reports of the board of directors and the supervisory committee;
(II) plans for the distribution of profits and for recovery of losses proposed by the board of directors;
(III) the election and removal of the members of the board of directors and the supervisory committee and their remuneration and payment method;
(IV) the annual report of the Company; Article 34 The following matters shall be passed as ordinary resolutions at the shareholders' meeting:
(I) work reports of the board of directors;
(II) plans for the distribution of profits and for recovery of losses proposed by the board of directors;
(III) the election and removal of the members of the board of directors who are non-employee representatives and their remuneration and payment method;
(IV) the annual report of the Company;

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APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SHAREHOLDERS' MEETING

Before amendment After amendment
(V) any other matters other than those shall be passed as special resolutions as required by laws, administrative regulations, regulatory rules of the stock exchanges where the Company’s shares are listed, or the Articles of Association. (V) any other matters other than those shall be passed as special resolutions as required by laws, administrative regulations, regulatory rules of the stock exchanges where the Company’s shares are listed, or the Articles of Association.
Article 35 The following matters shall be passed as special resolutions in a shareholders’ general meeting:

...

(IV) the amount of purchase or sale by the Company within one year of material asset(s) or guarantee exceeding 30% of the Company’s audited total assets for the latest period;

... | Article 35 The following matters shall be passed as special resolutions in a shareholders’ general meeting:

...

(IV) the amount of purchase or sale by the Company within one year of material asset(s) or provision of guarantee to others exceeding 30% of the Company’s audited total assets for the latest period;

... |
| Article 36 Shareholders, including proxies thereof, shall exercise voting rights according to the number of shares with voting rights held by them, and each share shall be entitled to one vote.

... | Article 36 Shareholders shall exercise voting rights according to the number of shares with voting rights held by them, and each share shall be entitled to one vote.

... |

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APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SHAREHOLDERS' MEETING

Before amendment After amendment
Article 38 The list of candidates for directors and supervisors shall be proposed to the shareholders' meeting for voting. The method and procedure for nominating directors and supervisors are as follows: (I) when a re-election of the board of directors or an addition or replacement of director for the incumbent board of directors takes place, the incumbent board of directors and shareholders individually or collectively holding 3% or more of shares of the Company may nominate candidates based on the number of persons to be elected as director for the next session of the board of directors or additional candidates as director; (II) when a re-election of the supervisory committee or an addition or replacement of supervisor for the incumbent supervisory committee takes place, the incumbent supervisory committee and shareholders individually or collectively holding 3% or more of shares of the Company may nominate candidates based on the number of persons to be elected as supervisor for the next session of the supervisory committee or additional candidates as supervisor who are not staff representatives; (III) Candidates to be elected as director or supervisor nominated by shareholders shall be subject to qualification review by the incumbent board of directors and then proposed to the shareholders' meeting for election upon approval. Article 38 The list of candidates for directors shall be proposed to the shareholders' meeting for voting. The method and procedure for nominating directors are as follows: (I) when a re-election of the board of directors or an addition or replacement of director for the incumbent board of directors takes place, the incumbent board of directors and shareholders individually or collectively holding 3% or more of shares of the Company may nominate candidates who are non-employee representatives based on the number of persons to be elected as director for the next session of the board of directors or additional candidates as director; (II) Candidates to be elected as director nominated by shareholders shall be subject to qualification review by the incumbent board of directors and then proposed to the shareholders' meeting for election upon approval.

APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SHAREHOLDERS' MEETING

Before amendment After amendment
Article 39 When voting at the shareholders’ meeting for the election of directors and supervisors, cumulative voting system shall be implemented if more than one director or supervisor is to be elected. Cumulative voting system shall be adopted for listed companies in which a single shareholder and its persons acting in concert holds more than 30% of the shares.

The cumulative voting system mentioned in the preceding paragraph means that when directors or supervisors are being elected at a shareholders’ meeting, each share has the number of votes same as the number of directors or supervisors to be elected, and the shareholders’ votes may be used in a concentrated manner.

The principles below shall be followed for voting at a shareholders’ meeting under the cumulative voting system:

(I) the number of candidates for the directors or supervisors may be greater than that of the directors or supervisors to be elected at the shareholders’ meeting, but the number of candidates to be voted by each shareholder shall not exceed the number of directors or supervisors to be elected at the shareholders’ meeting, and the total number of votes allocated to a shareholder shall not exceed the number of votes which he/she is entitled; otherwise, his/her votes shall be invalid; | Article 39 When voting at the shareholders’ meeting for the election of directors, cumulative voting system shall be implemented if more than one director is to be elected. Cumulative voting system shall be adopted for listed companies in which a single shareholder and its persons acting in concert holds more than 30% of the shares.

The cumulative voting system mentioned in the preceding paragraph means that when directors are being elected at a shareholders’ meeting, each share has the number of votes same as the number of directors to be elected, and the shareholders’ votes may be used in a concentrated manner.

The principles below shall be followed for voting at a shareholders’ meeting under the cumulative voting system:

(I) the number of candidates for the directors may be greater than that of the directors to be elected at the shareholders’ meeting, but the number of candidates to be voted by each shareholder shall not exceed the number of directors to be elected at the shareholders’ meeting, and the total number of votes allocated to a shareholder shall not exceed the number of votes which he/she is entitled; otherwise, his/her votes shall be invalid; |

APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SHAREHOLDERS' MEETING

Before amendment After amendment
(II) voting for independent directors and non-independent directors shall be carried out separately. For the election of independent directors, the number of votes each shareholder is entitled to shall be equal to the number of shares held by the shareholder multiplied by the number of independent directors to be elected, and such votes must be cast only for the candidates for the Company's independent directors; for the election of non-independent directors, the number of votes each shareholder is entitled to shall be equal to the number of shares held by the shareholder multiplied by the number of non-independent directors to be elected, and such votes must be cast only for the candidates for the Company's non-independent directors; (II) voting for independent directors and non-independent directors shall be carried out separately. For the election of independent directors, the number of votes each shareholder is entitled to shall be equal to the number of shares held by the shareholder multiplied by the number of independent directors to be elected, and such votes must be cast only for the candidates for the Company's independent directors; for the election of non-independent directors, the number of votes each shareholder is entitled to shall be equal to the number of shares held by the shareholder multiplied by the number of non-independent directors to be elected, and such votes must be cast only for the candidates for the Company's non-independent directors;
(III) the candidates to be finally elected as directors or supervisors shall be determined according to the numbers of votes they have received, but the minimum number of votes each candidate elected has received must exceed half of the total number of shares held by shareholders (including proxies thereof)—attending the shareholders' meeting. If the number of directors or supervisors elected falls short of the number of directors or supervisors to be elected at the shareholders' meeting, a new round of voting shall be carried out for the candidates for directors or supervisors not having received the required number of votes to fill the shortfall. If the shortfall is still not eliminated, a by-election shall be conducted at the next shareholders' meeting of the Company. If two or more candidates for directors or supervisors have the same number of votes, but not all of them can be elected according to the election quota, a separate round of voting shall be conducted for such candidates with the same number of votes. (III) the candidates to be finally elected as directors shall be determined according to the numbers of votes they have received, but the minimum number of votes each candidate elected has received must exceed half of the total number of shares held by shareholders attending the shareholders' meeting. If the number of directors elected falls short of the number of directors to be elected at the shareholders' meeting, a new round of voting shall be carried out for the candidates for directors not having received the required number of votes to fill the shortfall. If the shortfall is still not eliminated, a by-election shall be conducted at the next shareholders' meeting of the Company. If two or more candidates for directors have the same number of votes, but not all of them can be elected according to the election quota, a separate round of voting shall be conducted for such candidates with the same number of votes.
  • 102 -

APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SHAREHOLDERS' MEETING

Before amendment After amendment
Article 44 Unless the Company is in a crisis or under other special circumstances, the Company shall not enter into any contract with any person other than directors; general—manager and other senior management members pursuant to which all or a substantial part of the business of the Company will be given to such person without the approval by special resolutions at a shareholders’ meeting. Article 44 Unless the Company is in a crisis or under other special circumstances, the Company shall not enter into any contract with any person other than directors and other senior management members pursuant to which all or a substantial part of the business of the Company will be given to such person without the approval by special resolutions at a shareholders’ meeting.
Article 46 When proposals are voted on at the shareholders’ meeting, the lawyer, shareholder representative and supervisor representative shall count and scrutinize the votes jointly and the supervisor representative shall—announce the voting results on the scene. Such voting results shall be recorded in the meeting minutes. Shareholders or proxies thereof voting online or by other means shall have the right to check their voting results via the corresponding voting system. Article 46 When proposals are voted on at the shareholders’ meeting, the lawyer and shareholder representative shall count and scrutinize the votes jointly and announce the voting results on the scene. Such voting results shall be recorded in the meeting minutes. Shareholders or proxies thereof voting online or by other means shall have the right to check their voting results via the corresponding voting system.
Article 49 If the chairperson of the meeting has any doubt as to the results of a resolution which has been put to vote, he/she may have the votes counted. If the chairperson of the meeting has not counted the votes, shareholders attending the meeting (including proxies thereof)—who object to the results announced by the chairperson may, immediately after the declaration of the results, demand that the votes be counted and the chairperson shall have the votes counted immediately. Article 49 If the chairperson of the meeting has any doubt as to the results of a resolution which has been put to vote, he/she may have the votes counted. If the chairperson of the meeting has not counted the votes, shareholders attending the meeting who object to the results announced by the chairperson may, immediately after the declaration of the results, demand that the votes be counted and the chairperson shall have the votes counted immediately.
  • 103 -

APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SHAREHOLDERS' MEETING

Before amendment After amendment
Article 50 Minutes of the shareholders' meetings shall be kept by the secretary to the board of directors. The minutes shall state contents required by the Articles of Association to be included in the meeting minutes.

The convener shall guarantee the authenticity, accuracy and integrity of the content of the meeting minutes. The directors, supervisors, the secretary to the board of directors, convener or their representatives, the chairperson of the meeting and recorder who attended the meeting shall sign the meeting minutes.

The meeting minutes shall be kept together with the signature book of the attending shareholders, the power of attorney of the proxies, and the valid information on voting via internet or by other means for a period of not less than ten years. | Article 50 Minutes of the shareholders' meetings shall be kept by the secretary to the board of directors. The minutes shall state contents required by the Articles of Association to be included in the meeting minutes.

The convener shall guarantee the authenticity, accuracy and integrity of the content of the meeting minutes. The directors, the secretary to the board of directors, convener or their representatives, the chairperson of the meeting and recorder who attended or were present at the meeting shall sign the meeting minutes.

The meeting minutes shall be kept together with the signature book of the attending shareholders, the power of attorney of the proxies, and the valid information on voting via internet or by other means for a period of not less than ten years. |
| Article 54 If the shareholders' meeting passes a proposal concerning the election of a director or supervisor, the newly appointed director and supervisor shall take office on the date as specified in the resolution of the shareholders' meeting; if the appointment time of the new director and supervisor is not specified in the resolution of the shareholders' meeting, the newly appointed director and supervisor shall take office on the date when the resolution of the shareholders' meeting is passed. | Article 54 If the shareholders' meeting passes a proposal concerning the election of a director, the newly appointed director shall take office on the date as specified in the resolution of the shareholders' meeting; if the appointment time of the new director is not specified in the resolution of the shareholders' meeting, the newly appointed director shall take office on the date when the resolution of the shareholders' meeting is passed. |

  • 104 -

APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SHAREHOLDERS' MEETING

Before amendment After amendment
Article 56 These Rules, an appendix to the Articles of Association, has been formulated by the board of directors, which, upon the consideration and approval at the shareholders’ meeting of the Company, shall come into effect upon the date on which the Company’s H Shares under the initial public offering are listed on the Stock Exchange of Hong Kong Limited. Article 56 These Rules, an appendix to the Articles of Association, has been formulated by the board of directors, which, upon the consideration and approval at the shareholders’ meeting of the Company, shall come into effect upon the date of consideration and approval at the shareholders’ meeting.

Note: Regarding the deletion of terms relating to the “supervisory committee” and “supervisor(s)” and the replacement of certain instances of “supervisory committee” with “audit committee”, as the amendments involve numerous entries, the Company shall not list them individually.

  • 105 -

APPENDIX III

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

Before Amendment After Amendment
Article 3 The Company shall establish a Board of Directors, which consists of 10 Directors. Not less than half of the members of the Board of Directors shall be external Directors (meaning Directors who do not hold any positions within the Company, including Independent Directors, the same below). At least one-third (at least four members) of the Board of Directors shall be Independent Directors. The Directors may also be the general manager—or—other senior management officers of Company. However, not more than one half of the total number of Directors of the Company may be such general—manager—or—other—senior management officers of the Company. The Board of Directors shall have one Chairman, and shall be elected or removed by a majority of the Directors. Article 3 The Company shall establish a Board of Directors, which consists of 11 Directors. Not less than half of the members of the Board of Directors shall be external Directors (meaning Directors who do not hold any positions within the Company, including Independent Directors, the same below). At least one-third (at least four members) of the Board of Directors shall be Independent Directors. The Board of Directors shall include Directors of different genders. The Directors may also be the senior management officers of Company. However, not more than one half of the total number of Directors of the Company may be such senior management officers of the company. The Board of Directors shall have one Chairman and two co-chairmen, and shall be elected or removed by a majority of the Directors. A company with more than three hundred employees shall include employee representative(s) in its Board of Directors. The employee representative(s) on the Board of Directors shall be democratically elected by the Company's employees through employee representatives' general meetings, employees' general meetings or other appropriate means, and such appointment shall not require approval by the shareholders' meeting. The number of employee representative(s) who may serve as a Director on the Board of Directors of the Company shall be one.

APPENDIX III

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

Before Amendment After Amendment
Article 5...
A Director or other senior management members of the Company may serve concurrently as the Secretary of the Board of the Company, but the general manager, Financial Controller and Supervisor of the Company shall not serve concurrently as the Secretary of the Board of Directors of the Company. The Certified Public Accountants of the accounting firm engaged by the Company shall not serve concurrently as the Secretary of the Board of Directors of the Company.
... Article 5...
A Director or other senior management members of the Company may serve concurrently as the Secretary of the Board of the Company, but the general manager and Financial Controller of the Company shall not serve concurrently as the Secretary of the Board of Directors of the Company. The Certified Public Accountants of the accounting firm engaged by the Company shall not serve concurrently as the Secretary of the Board of Directors of the Company.
...
Article 10 Where the Chairman is incapable of performing his/her duties, the duties shall be performed by the vice Chairman. Where the vice Chairman is incapable of performing or is not performing his/her duties, a Director jointly nominated by more than half of the Directors may perform such duties on his/her behalf. Article 10 Where the Chairman is incapable of performing his/her duties, the duties shall be performed by the co-chairman. Where the co-chairman is incapable of performing or is not performing his/her duties, a Director jointly nominated by more than half of the Directors may perform such duties on his/her behalf.
Article 14 The Audit Committee of the Board of Directors is responsible for reviewing the Company's financial information and its disclosure, overseeing and evaluating both internal and external audit work, and internal controls. The following matters shall be submitted for the Board of Directors' consideration after obtaining the approval of a majority of the members of the Audit Committee:
...
(V) other matters required by laws, administrative regulations, requirements of the CSRC and the Articles of Association. Article 14 The Audit Committee of the Board of Directors is responsible for reviewing the Company's financial information and its disclosure, overseeing and evaluating both internal and external audit work, and internal controls. The following matters shall be submitted for the Board of Directors' consideration after obtaining the approval of a majority of the members of the Audit Committee:
...
(V) other matters required by laws, administrative regulations, requirements of the CSRC, the listing rules of the places where the Company's shares are listed and the Articles of Association.
  • 107 -

APPENDIX III

COMPARISON TABLE OF AMENDMENTS

TO THE RULES OF PROCEDURES FOR

THE BOARD OF DIRECTORS

Before Amendment After Amendment
Article 15 The Remuneration and Assessment Committee of the Board of Directors is responsible for formulating the assessment criteria for directors and senior management members and conducting the assessment, and formulating and reviewing the remuneration policies and programs for directors and senior management members, and make recommendations to the Board of Directors on the following matters:

(IV) other matters required by laws, administrative regulations, requirements of the CSRC and the Articles of Association. | Article 15 The Remuneration and Assessment Committee of the Board of Directors is responsible for formulating the assessment criteria for directors and senior management members and conducting the assessment, and formulating and reviewing the remuneration policies and programs for directors and senior management members, and make recommendations to the Board of Directors on the following matters:

(IV) other matters required by laws, administrative regulations, requirements of the CSRC, the listing rules of the places where the Company’s shares are listed and the Articles of Association. |
| Article 16 The Nomination Committee of the Board of Directors is responsible for formulating the criteria and procedures for the selection of directors and senior management members, selecting, reviewing the candidates for directors and senior management members and their qualifications, and making recommendations to the Board of Directors on the following matters:

(I) nomination or removal of directors;

(II) appointment or dismissal of senior management members;

(III) other matters required by laws, administrative regulations, requirements of the CSRC and the Articles of Association. | Article 16 The Nomination Committee of the Board of Directors is responsible for formulating the criteria and procedures for the selection of directors and senior management members, selecting, reviewing the candidates for directors and senior management members and their qualifications, and making recommendations to the Board of Directors on the following matters:

(I) nomination or removal of directors;

(II) appointment or dismissal of senior management members;

(III) other matters required by laws, administrative regulations, requirements of the CSRC, the listing rules of the places where the Company’s shares are listed and the Articles of Association. |

  • 108 -

APPENDIX III

COMPARISON TABLE OF AMENDMENTS

TO THE RULES OF PROCEDURES FOR

THE BOARD OF DIRECTORS

Before Amendment After Amendment
Article 17 The primary duties of the secretary of Board of Directors are:

(12) to coordinate the provision of necessary information to the Company's supervisory committee and other examination authorities to discharge their supervising duties; to assist the investigation on the chief financial officer, Directors and general manager of the Company in discharging their fiduciary duties; | Article 17 The primary duties of the secretary of Board of Directors are:

(12) to coordinate the provision of necessary information to the Company's audit committee and other examination authorities to discharge their supervising duties; to assist the investigation on the chief financial officer, Directors and general manager of the Company in discharging their fiduciary duties; |
| Article 18 Regular meetings shall be held at least four times every year by the Board of Directors and convened by the chairman, all the directors and Supervisors shall be notified of the meeting fourteen days beforehand in writing. | Article 18 Regular meetings shall be held at least four times every year by the Board of Directors and convened by the chairman, all the directors shall be notified of the meeting fourteen days beforehand in writing. |
| Article 19 The Board of Directors shall convene an interim meeting of the Board within ten days in any of the following circumstances:

(V) the supervisory committee so requests; | Article 19 The Board of Directors shall convene an interim meeting of the Board within ten days in any of the following circumstances:

(V) the audit committee so requests; |

  • 109 -

APPENDIX III

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

Before Amendment After Amendment
Article 29 The Board meeting shall be held only when more than half of the directors are present.

Supervisor may be present at the Board meeting; The general manager and the secretary to the Board (if not a director) shall be present at the Board meeting, and other relevant persons may also be notified to attend the meeting if the chairman of the meeting deems necessary. | Article 29 The Board meeting shall be held only when more than half of the directors are present.

The general manager and the secretary to the Board (if not a director) shall be present at the Board meeting, and other relevant persons may also be notified to attend the meeting if the chairman of the meeting deems necessary. |
| Article 35 The chairman of the meeting shall request the directors present at the board meeting to give clear opinions for all proposals. As to the proposal which shall be submitted to the Board of Directors for consideration with the consent of more than half of all independent directors of the Company in accordance with the provisions of the Administration Measures, the chairman of the meeting shall designate an independent director prior to discussion of relevant proposals to announce the written confirmation opinions reached by the independent directors.

... | Article 35 The chairman of the meeting shall request the directors present at the board meeting to give clear opinions for all proposals. As to the proposal which shall be submitted to the Board of Directors for consideration with the consent of more than half of all independent directors of the Company in accordance with the provisions of the Administration Measures, the chairman of the meeting shall designate an independent director prior to discussion of relevant proposals to announce the resolution of the special meeting reached by the independent directors.

... |
| Article 36 ...

Directors shall ask the convener of the meeting, the general manager and other senior management members, specialized committees, accounting firms and law firms and other relevant personnel and institutions before the meeting for information that is needed for decision-making. They shall also suggest the presider that representatives of the above-mentioned persons and institutions to explain the relevant situation during the meeting. | Article 36 ...

Directors shall ask the convener of the meeting, senior management members, specialized committees, accounting firms and law firms and other relevant personnel and institutions before the meeting for information that is needed for decision-making. They shall also suggest the presider that representatives of the above-mentioned persons and institutions to explain the relevant situation during the meeting. |

  • 110 -

APPENDIX III

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

Before Amendment After Amendment
Article 38 Upon completion of voting by the Directors attending the meetings, the representative for securities affairs and relevant staff members shall promptly collect the votes of the Directors and have them counted by the secretary to the Board under the supervision of a supervisor or an independent Director. Article 38 Upon completion of voting by the Directors attending the meetings, the representative for securities affairs and relevant staff members shall promptly collect the votes of the Directors and have them counted by the secretary to the Board under the supervision of an independent Director.
Article 40 When the directors have related relationship with the enterprise or individuals involved in the meeting proposal, he/she shall not vote in respect of such resolution and shall not vote on behalf of other directors. If the number of the non-related directors attending the meeting of the Board of Directors is less than 3, such matter shall be submitted to the shareholders' meeting for consideration. If there are any additional restrictions imposed by laws and regulations and the securities regulatory rules of the place where the Company's shares are listed on the participation of Directors in the meeting of the Board of Directors and voting, such provisions shall apply. Article 40 When the directors have related relationship with the enterprise or individuals involved in the meeting proposal, such director shall promptly submit a written report to the board of directors. The director with related relationship shall not vote in respect of such resolution and shall not vote on behalf of other directors. Such meeting of the Board of Directors shall be held in the attendance of more than half of the Directors without related relationship. All resolutions to be passed at the meeting of the Board of Directors shall be passed by more than half of the Directors without related relationship. If the number of the directors without related relationship attending the meeting of the Board of Directors is less than 3, such matter shall be submitted to the shareholders' meeting for consideration. If there are any additional restrictions imposed by laws and regulations and the securities regulatory rules of the place where the Company's shares are listed on the participation of Directors in the meeting of the Board of Directors and voting, such provisions shall apply.
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APPENDIX III

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

Before Amendment After Amendment
Article 55 Subject to the consideration and approval at the shareholders’ meeting of the Company, these Rules shall become effective upon the date on which the Company’s H Shares under the initial public offering are listed on the Hong Kong Stock Exchange. Article 55 Subject to the consideration and approval at the shareholders’ meeting of the Company, these Rules shall become effective upon the date of consideration and approval at the shareholders’ meeting of the Company.

Note: Regarding the deletion of terms relating to the “supervisory committee” and “supervisor(s)” and the replacement of certain instances of “supervisory committee” with “audit committee”, as the amendments involve numerous entries, the Company shall not list them individually.

APPENDIX IV

COMPARISON TABLE OF AMENDMENTS TO THE

WORKING RULES FOR INDEPENDENT DIRECTORS

COMPARISON TABLE OF AMENDMENTS TO THE

WORKING RULES FOR INDEPENDENT DIRECTORS

Before Amendment After Amendment
Article 3 Independent directors have the obligation to act in fidelity and due diligence towards the Company and all of its shareholders. Independent directors shall perform their duties conscientiously in accordance with the requirements of relevant laws, administrative regulations, regulatory documents and the Articles of the Association, perform and participate in decision-making, supervision, checks and balances, and professional advisory function in the Board of Directors to protect the Company's overall interests, especially the legitimate rights and interests of minority shareholders from damage. Article 3 Independent directors have the obligation to act in fidelity and due diligence towards the Company and all of its shareholders. Independent directors shall perform their duties conscientiously in accordance with the requirements of relevant laws, administrative regulations, regulatory documents and the Articles of the Association, perform and participate in decision-making, supervision, checks and balances, and professional advisory function in the Board of Directors to protect the Company's overall interests, especially the legitimate rights and interests of minority shareholders from damage.
Independent directors shall perform their duties independently without being affected by the Company's substantial shareholders, de facto controller or other entities or individuals who are interested in the Company. Independent directors shall perform their duties independently without being affected by the Company's substantial shareholders, de facto controller or other entities or individuals who are interested in the Company.
Independent directors shall continuously strengthen their study of securities laws, regulations and rules of the places where the Company's shares are listed, and continuously improve their ability to perform their duties.

APPENDIX IV

COMPARISON TABLE OF AMENDMENTS TO THE

WORKING RULES FOR INDEPENDENT DIRECTORS

Before Amendment After Amendment
Article 6 The number and composition of independent directors:

(1) Independent directors of the Company shall account for more than one-third of the members of the Board, including at least one accounting professional who meet the relevant qualification requirements of the Hong Kong Listing Rules;

(2) Independent directors must perform their duties honestly, protect the Company’s interests, and particularly, the legal rights and interests of the public shares’ shareholders;

(3) When conditions occur so that an independent director cannot comply with the abovementioned conditions or becomes unsuitable to perform their duties thus causing the number of independent directors of the Company to fall below quorum required by the Articles of the Association, the Company shall make up the number of independent directors in accordance with regulations. | Article 6 The number and composition of independent directors:

(1) Independent directors of the Company shall account for more than one-third of the members of the Board, including at least one accounting professional who meet the relevant qualification requirements of the Hong Kong Listing Rules, and one independent director who is ordinarily resident in Hong Kong;

(2) Independent directors must perform their duties honestly, protect the Company’s interests, and particularly, the legal rights and interests of the public shares’ shareholders;

(3) When conditions occur so that an independent director cannot comply with the abovementioned conditions or becomes unsuitable to perform their duties thus causing the number of independent directors of the Company to fall below quorum required by the Articles of the Association, the Company shall make up the number of independent directors in accordance with regulations. |
| Article 7 The formation processes of independent directors:

(1) The Board, Supervisory Committee, or shareholders individually or jointly holding 1% or more of shares of the Company are entitled to nominate candidates for independent directors for election at the shareholders’ meetings;

... | Article 7 The formation processes of independent directors:

(1) The Board or shareholders individually or jointly holding 1% or more of shares of the Company are entitled to nominate candidates for independent directors for election at the shareholders’ meetings;

... |

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APPENDIX IV

COMPARISON TABLE OF AMENDMENTS TO THE

WORKING RULES FOR INDEPENDENT DIRECTORS

Before Amendment After Amendment
Article 8 ...
Independent directors cannot be dismissed during the contract period without proper reason. Any early dismissal should be disclosed by the Company as an extraordinary disclosure. The removed independent director who is of the view that the reason for such dismissal by the Company is improper shall make a public announcement.

Independent Directors may resign before their terms expire. The resignation report should be submitted to the Board in writing to explain any condition that requires or deemed to require the attention of shareholders and creditors in relation to the resignation. The Company shall disclose the reasons for the resignation of the independent director and matters of concern.

If the resignation of an independent director will cause the proportion of independent directors in the board or its special committees to fail to comply with the provisions of the Administration Measures or the Articles of Association or there a lack of accounting professionals among the independent directors, the independent director who intends to resign shall continue to perform his duties until the date on which a new independent director is appointed. The Company shall complete the by-election within sixty (60) days from the date on which the independent director submits resignation. | Article 8 ...
Independent directors cannot be dismissed during the contract period without proper reason. Any early dismissal should be disclosed by the Company as an extraordinary disclosure. The removed independent director who is of the view that the reason for such dismissal by the Company is improper shall make a public announcement, and the Company shall disclose them in a timely manner.

Independent Directors may resign before their terms expire. The resignation report should be submitted to the Board in writing to explain any condition that requires or deemed to require the attention of shareholders and creditors in relation to the resignation. The Company shall disclose the reasons for the resignation of the independent director and matters of concern.

The independent director who fails to comply with the provisions of Item I or Item II of Article 4 of this Rules shall immediately stop performing his/her duties and resign from his/her position. If the independent director fails to resign from his/her position, the Board of Directors shall immediately remove him/her from his or her position according to the provisions when it becomes aware or shall become aware of the occurrence of such fact. |

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APPENDIX IV

COMPARISON TABLE OF AMENDMENTS TO THE

WORKING RULES FOR INDEPENDENT DIRECTORS

Before Amendment After Amendment
If the dismissal of an independent director in accordance with this Article or resignation of an independent director will cause the proportion of independent directors in the board or its special committees to fail to comply with the provisions of the Administrative Measures or the Articles of Association or there a lack of accounting professionals among the independent directors, the independent director who intends to resign shall continue to perform his duties until the date on which a new independent director is appointed. The Company shall complete the by-election within sixty (60) days from the date on which the independent director submits resignation.
Article 11 ... (6) The expenses incurred by the independent directors in the engagement of intermediaries and other expenses in the performance of their duties and powers shall be borne by the Company. Article 11 ... (6) The expenses incurred by the independent directors in the engagement of professional institution and other expenses in the performance of their duties and powers shall be borne by the Company.
Article 14
...
The special meetings of independent directors shall be convened and presided over by an independent director jointly recommended by more than half of the independent directors; if the convener fails or is unable to perform his/her duties, two or more independent directors may convene the meeting themselves and recommend a representative to preside over the meeting.
The Company shall provide convenience and support for the convening of special meetings of independent directors. Article 14
...
The special meetings of independent directors shall be convened and presided over by an independent director jointly recommended by more than half of the independent directors; if the convener fails or is unable to perform his/her duties, two or more independent directors may convene the meeting themselves and recommend a representative to preside over the meeting.
The Company shall provide convenience and support for the convening of special meetings of independent directors.
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APPENDIX IV

COMPARISON TABLE OF AMENDMENTS TO THE

WORKING RULES FOR INDEPENDENT DIRECTORS

Before Amendment After Amendment
The Company shall arrange meetings at least once per year with the chairman and independent directors of the Company only without the presence of other directors.
Article 21 Independent directors shall prepare work records to record in detail the performance of their duties. Information obtained by independent directors during performance of their duties, relevant meeting minutes and communication records with the staff of the Company and intermediaries shall form an integral part of work records. For the important contents in work records, independent directors may require the Secretary of the Board of Directors and other relevant personnel to sign for confirmation, and the Company and relevant personnel shall provide cooperation. Article 21 Independent directors shall prepare work records to record in detail the performance of their duties. Information obtained by independent directors during performance of their duties, relevant meeting minutes and communication records with the staff of the Company and intermediaries shall form an integral part of work records. For the important contents in work records, independent directors may require the Secretary of the Board of Directors and other relevant personnel to sign for confirmation, and the Company and relevant personnel shall provide cooperation. The work records of the independent directors and the information provided by the Company for the independent directors shall be kept for at least ten years.
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APPENDIX IV

COMPARISON TABLE OF AMENDMENTS TO THE

WORKING RULES FOR INDEPENDENT DIRECTORS

Before Amendment After Amendment
Article 25 Independent directors shall report to the Shanghai Stock Exchange in time if one of the following circumstances occurs within the Company:

(I) The independent director holds that reasons for his/her removal from the post are not justifiable;

(II) There are circumstances under which the independent director is obstructed to exercise his/her powers and functions in accordance with law, which results in his/her resignation;

(III) The materials for the Board Meeting are incomplete or the arguments are insufficient, and the proposal of two or more independent directors in writing to postpone the convening of the Board Meeting or to postpone the review of related matters has not been adopted;

(IV) The Board of Directors does not take effective measures after the Company or its directors, supervisors and senior management members are reported to the Board of Directors for suspected violations of law;

(V) Other circumstances under which the independent director is seriously obstructed to perform his/her duties. | Article 25 Independent directors shall report to the Shanghai Stock Exchange in time if one of the following circumstances occurs within the Company:

(I) The independent director holds that reasons for his/her removal from the post are not justifiable;

(II) There are circumstances under which the independent director is obstructed to exercise his/her powers and functions in accordance with law, which results in his/her resignation;

(III) The materials for the Board Meeting are incomplete or the arguments are insufficient, and the proposal of two or more independent directors in writing to postpone the convening of the Board Meeting or to postpone the review of related matters has not been adopted;

(IV) The Board of Directors does not take effective measures after the Company or its directors and senior management members are reported to the Board of Directors for suspected violations of law;

(V) Other circumstances under which the independent director is seriously obstructed to perform his/her duties. |
| Article 31 The Rules shall become effective and come into effect from the date when the H shares issued by the Company are listed on The Stock Exchange of Hong Kong Limited upon the approval of the shareholders' meeting of the Company, and its amendments shall also be subject to the approval of the shareholders' meeting. | Article 31 The Rules shall become effective and come into effect from the date when it is considered and approved at the shareholders' meeting of the Company, and its amendments shall also be subject to the approval of the shareholders' meeting. |

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APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE TERMS OF REFERENCE FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

COMPARISON TABLE OF AMENDMENTS TO THE TERMS OF REFERENCE FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Before amendment After amendment
Article 1 In order to enhance the decision-making capabilities, perform pre-audit and professional audit, ensure effective supervision over the senior management by the Board and improve the corporate governance structure, the Company has hereby established the audit committee of the Board (the “Audit Committee”) and formulated these Terms of Reference (the “Terms”) in accordance with the regulations of the Company Law of the People’s Republic of China (the “Company Law”), the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”), the Articles of Association of Anjoy Foods Group Co., Ltd. (the “Articles of Association”) and other relevant laws and regulation and normative documents. Article 1 In order to enhance the decision-making capabilities, perform pre-audit and professional audit, ensure effective supervision over the senior management by the Board and improve the corporate governance structure, the Company has hereby established the audit committee of the Board (the “Audit Committee”) and formulated these Terms of Reference (the “Terms”) in accordance with the regulations of the Company Law of the People’s Republic of China (the “Company Law”), the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, the Shanghai Stock Exchange Guidelines for Self-regulation of Listed Companies No. 1 – Standardized Operation (the “Guidelines for Self-regulation of Listed Companies No. 1”), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”), the Articles of Association of Anjoy Foods Group Co., Ltd. (the “Articles of Association”) and other relevant laws and regulation and normative documents.
Article 2 The Audit Committee is a special working body of the Board. The Audit Committee reports to the Board of Directors. The Audit Committee’s proposals are submitted to the Board of Directors for review and decision-making. The Audit Committee shall cooperate with the Supervisors of the Supervisory Committee in audit activities. Article 2 The Audit Committee is a special working body of the Board. The Audit Committee reports to the Board of Directors. The Audit Committee’s proposals are submitted to the Board of Directors for review and decision-making. The Audit Committee shall exercise the powers and functions of the Supervisory Committee as stipulated in the Company Law.

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE TERMS OF REFERENCE FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Before amendment After amendment
Article 3 The Audit Committee consists of three directors. The members shall be appointed by the Board amongst the members of the Board and shall be non-executive directors who do not hold senior management positions in the Company. In particular, the independent directors shall account for more than half of the Members with at least one of them being a professional accountant satisfying the professional requirements by the securities regulatory rules of the places where the shares of the Company are listed. Article 3 The Audit Committee consists of five directors. The members shall be appointed by the Board amongst the members of the Board and shall be non-executive directors who do not hold senior management positions in the Company. In particular, the independent directors shall account for more than half of the Members with at least one of them being a professional accountant satisfying the professional requirements by the securities regulatory rules of the places where the shares of the Company are listed. Employee representative director who is a member of the Board may serve as a member of the Audit Committee.
Article 8 The Audit Committee of the Board of the Company is responsible for the review of the Company’s financial information and its disclosure, supervision and evaluation of internal and external audit as well as internal control. The following matters shall be submitted to the Board for examination, subject to the approval of the majority of all Members of the Audit Committee: (i) Disclosure of financial information and internal control evaluation report in financial and accounting reports and periodic reports; Article 8 The Audit Committee of the Board of the Company shall be responsible for the review of the Company’s financial information and its disclosure, supervision and evaluation of internal and external audit as well as internal control. The following matters shall be submitted to the Board for examination, subject to the approval of the majority of all Members of the Audit Committee: (i) Disclosure of financial information and internal control evaluation report in financial and accounting reports and periodic reports;
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APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE TERMS OF REFERENCE FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Before amendment After amendment
(ii) Engagement or dismissal of the accounting firm in charge of the accounting matters of the Company; (ii) Engagement and dismissal of the accounting firm in charge of the accounting matters of the Company;
(iii) Engagement or dismissal of the chief financial officer of the Company; (iii) Engagement and dismissal of the chief financial officer of the Company;
(iv) Changes in accounting policies and accounting estimates or correction of major accounting errors for reasons other than changes in accounting standards; (iv) Changes in accounting policies and accounting estimates or correction of major accounting errors for reasons other than changes in accounting standards;
(v) Other matters prescribed by laws, administrative regulations, securities regulatory rules of the place where the Company's shares are listed and the Articles of Association. (v) Other matters prescribed by laws, administrative regulations, securities regulatory rules of the place where the shares of the Company are listed and the Articles of Association.
If any member of the Audit Committee is unable to ensure the truthfulness, accuracy, or completeness of the financial information in the periodic reports, or has any objections, they shall vote against or abstain during the Audit Committee’s review of the reports.
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APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE TERMS OF REFERENCE FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Before amendment After amendment
Article 10 The Audit Committee is responsible for reviewing the Company’s financials in accordance with the law, overseeing the legal and regulatory compliance of the directors and senior management members in the performance of their duties, exercising other powers stipulated in the Articles of Association, and protecting the legitimate rights and interests of the Company and its shareholders.

When the Audit Committee discovers that directors or senior management members have violated the laws and regulations, relevant provisions of the stock exchange, or the Articles of Association, it shall notify the Board or report to the shareholders’ meeting and disclose it in a timely manner, or it may report directly to the regulatory agency.

In the process of fulfilling its supervisory duties, the Audit Committee may propose the removal of those directors and senior management members who have violated the laws and regulations, the Guidelines for Self-regulation of Listed Companies No. 1, other relevant provisions of the stock exchange, the Articles of Association, or resolutions passed by the shareholders’ meeting. |

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APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE TERMS OF REFERENCE FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Before amendment After amendment
Article 11 The Audit Committee shall monitor the execution of the cash dividend policy and the shareholders’ return plan carried out by the Board, as well as the execution of appropriate decision-making procedures and the information disclosures. The Audit Committee shall urge the Board to make correction in a timely manner if it finds that the Board failed to strictly implement the cash dividend policy and shareholders’ return plan, failed to strictly execute corresponding decision-making procedures or failed to make an authentic, accurate and complete disclosure of relevant information.
Article 14 The Chairperson of the Audit Committee shall convene and chair the meetings. The Audit Committee shall hold at least one meeting every quarter, which shall be convened before the announcement of the interim financial report and annual financial report and a notice shall be given to all Members five days prior to the meetings. The Audit Committee may hold an extraordinary meeting when two or more Members propose, or when the convenor deems it necessary. The Chairperson of Committee shall convene a meeting within ten days after receiving the proposal. If the Chairperson of the Committee is unable to attend the meeting, any other Committee Member may be entrusted to preside over the meeting. Article 16 The Chairperson of the Audit Committee shall convene and chair the meetings. The Audit Committee shall hold at least one meeting every quarter, which shall be convened before the announcement of the interim financial report and annual financial report and a notice shall be given to all Members five days prior to the meetings. The Audit Committee may hold an extraordinary meeting when three or more Members propose, or when the convenor deems it necessary. The Chairperson of Committee shall convene a meeting within ten days after receiving the proposal. If the Chairperson of the Committee is unable to attend the meeting, any other Committee Member may be entrusted to preside over the meeting.
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APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE TERMS OF REFERENCE FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Before amendment After amendment
Article 17 The secretary of the Board shall attend the meeting of the Audit Committee. When necessary, the Audit Committee may invite the Company’s other directors, supervisors, and senior management members to attend meetings. Article 19 The secretary of the Board shall attend the meeting of the Audit Committee. When necessary, the Audit Committee may invite the Company’s other directors and senior management members to attend meetings.
Article 22 Records or minutes shall be kept for the meetings of the Audit Committee. The Committee Members attending the meeting shall sign the record or minutes. The minutes of the meetings shall be filed and kept by the secretary to the Board and the minutes shall be kept for at least ten years. Article 24 Minutes shall be kept for the meetings of the Audit Committee. The Committee Members attending the meeting shall sign the minutes. The minutes of the meetings shall be filed and kept by the secretary to the Board, and the minutes shall be kept for at least ten years. The Company shall provide the minutes of the meetings of the Audit Committee if required by the stock exchanges.
Article 24 Where the Board disagrees with the Audit Committee’s view on the selection, appointment, resignation or dismissal of the external auditors, a statement from the Audit Committee explaining its recommendation and also the reason(s) why the Board has taken a different view should be included in the corporate governance report. Article 26 Where the Board disagrees with the Audit Committee’s view on the selection, appointment, resignation or dismissal of the external auditors, a statement from the Audit Committee explaining its recommendation and also the reason(s) why the Board has taken a different view should be included in the corporate governance report.
In the event of the resignation of a member of the Audit Committee resulting in the membership of the Audit Committee not meeting the statutory quorum or the absence of an accounting professional, the previous member of the Audit Committee shall continue to exercise his/her duties in accordance with relevant laws, regulations, the Terms, other provisions of the stock exchanges and the Articles of Association before a newly elected member of the Audit Committee takes office.
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APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE TERMS OF REFERENCE FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Before amendment After amendment
Article 26 The Terms shall come into force from the date when the H shares issued by the Company are listed on The Stock Exchange of Hong Kong Limited upon the approval of the Board of Directors. From the date on which these Terms comes into effect, the original Terms of Reference of the Audit Committee of the Board of Directors of the Company shall automatically become invalid. Article 28 The Terms shall come into force from the date when it is considered and approved at the shareholders' meeting of the Company.
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APPENDIX VI

COMPARISON TABLE OF AMENDMENTS

TO THE RELATED PARTY TRANSACTION

DECISION-MAKING SYSTEM

COMPARISON TABLE OF AMENDMENTS TO THE RELATED PARTY

TRANSACTION DECISION-MAKING SYSTEM

Before amendment After amendment
Article 5 In accordance with the Share Listing Rules, in any of the following circumstances, a natural person is deemed as a related natural person of the Company: Article 5 In accordance with the Listing Rules of SSE, in any of the following circumstances, a natural person is deemed as a related natural person of the Company:
(I) any natural person directly or indirectly holds more than 5% of the Company's shares; (I) any natural person directly or indirectly holds more than 5% of the Company's shares;
(II) the Company's directors, supervisors and senior management members; (II) the Company's directors and senior management members;
(III) directors, supervisors and senior management members of the legal persons listed in (I) of Article 4 of the System; (III) directors and senior management members of the legal persons listed in (I) of Article 4 of the System;
(IV) close family members of the persons listed in (I) and (II) of this article, including spouses, parents and spouse's parents, brothers, sisters and their spouses, children over 18 years of age and their spouses, spouse's brothers and sisters and parents of children's spouses; (IV) close family members of the persons listed in (I) and (II) of this article, including spouses, parents and spouse's parents, brothers, sisters and their spouses, children over 18 years of age and their spouses, spouse's brothers and sisters and parents of children's spouses;
(V) any natural person, with special relations with the Company, may cause or had caused the interest of the Company to its favor, as confirmed by CSRC, the SSE or the Company in the principle of substance over form. (V) any natural person, with special relations with the Company, may cause or had caused the interest of the Company to its favor, as confirmed by CSRC, the SSE or the Company in the principle of substance over form.
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APPENDIX VI

COMPARISON TABLE OF AMENDMENTS

TO THE RELATED PARTY TRANSACTION

DECISION-MAKING SYSTEM

Before amendment After amendment
Article 7 In accordance with the Hong Kong Listing Rules, a connected person of the Company generally includes the following parties unless otherwise specified therein:

(I) a director, supervisor, chief executive or major shareholder of the Company or any of its subsidiaries (i.e., person entitled to exercise or control the exercise of 10% or more of the voting rights at the shareholders' meeting of the Company);

... | Article 7 In accordance with the Hong Kong Listing Rules, a connected person of the Company generally includes the following parties unless otherwise specified therein:

(I) a director, chief executive or major shareholder of the Company or any of its subsidiaries (i.e., person entitled to exercise or control the exercise of 10% or more of the voting rights at the shareholders' meeting of the Company);

... |
| Article 8 In accordance with the Hong Kong Listing Rules, a basic connected person does not include a director, supervisor, chief executive or major shareholder of insignificant subsidiaries of the Company. For this purpose:

... | Article 8 In accordance with the Hong Kong Listing Rules, a basic connected person does not include a director, chief executive or major shareholder of insignificant subsidiaries of the Company. For this purpose:

... |
| Article 9 In accordance with the Share Listing Rules of SSE, related party relationships mainly refer to the relationships between a controlling shareholder, de facto controller, director, supervisor or members of the senior management of the Company and the enterprise directly or indirectly controlled by the same, and other relationships which may give rise to a transfer of interests of the Company. | Article 9 In accordance with the Share Listing Rules of SSE, related party relationships mainly refer to the relationships between a controlling shareholder, de facto controller, director or members of the senior management of the Company and the enterprise directly or indirectly controlled by the same, and other relationships which may give rise to a transfer of interests of the Company. |

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APPENDIX VI

COMPARISON TABLE OF AMENDMENTS

TO THE RELATED PARTY TRANSACTION

DECISION-MAKING SYSTEM

Before amendment After amendment
Article 13 Related party transactions of the Company shall be conducted under the following principles:

(I) principle of truthfulness and honesty;

(II) without prejudice to the legal rights of the Company and the non-related shareholders;

(III) a related party shall abstain from voting if it holds voting right at the general meeting of the Company;

(IV) a director who has interest shall withdraw from the board meeting considering the related party transaction;

(V) the board shall evaluate if the related party transaction is in the interest of the Company on objective basis. If necessary, the board shall retain a professional valuation firm or independent financial adviser;

(VI) the independent directors should clearly express their independent opinions on material related party transactions. | Article 13 Related party transactions of the Company shall be conducted under the following principles:

(I) principle of truthfulness and honesty;

(II) without prejudice to the legal rights of the Company and the non-related shareholders;

(III) a related party shall abstain from voting if it holds voting right at the general meeting of the Company;

(IV) a director who has interest shall withdraw from the board meeting considering the related party transaction;

(V) the board shall evaluate if the related party transaction is in the interest of the Company on objective basis. If necessary, the board shall retain a professional valuation firm or independent financial adviser. |

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APPENDIX VI

COMPARISON TABLE OF AMENDMENTS

TO THE RELATED PARTY TRANSACTION

DECISION-MAKING SYSTEM

Before amendment After amendment
Article 16 The following measures shall be observed when the Company enters into related party transaction contracts, agreements or makes other arrangements with a related party:

(I) any individual shall only represent a party to enter into an agreement;

(II) no related party shall interfere the Company’s decision;

(III) when the board is considering the related party transactions, related directors shall abstain from voting, nor shall he/she vote on behalf of other directors.

The related directors referred to in the foregoing article include the following directors or those directors who are under one of the following circumstances:

  1. the counterparty of a transaction;

  2. employed by the counterparty of a transaction or by a legal person or other organizations with direct or indirect control over the counterparty of a transaction and by a legal person or other organizations under direct or indirect control of the counterparty of a transaction;

  3. have direct or indirect control over the counterparty of a transaction; | Article 16 The following measures shall be observed when the Company enters into related party transaction contracts, agreements or makes other arrangements with a related party:

(I) any individual shall only represent a party to enter into an agreement;

(II) no related party shall interfere the Company’s decision;

(III) when the board is considering the related party transactions, related directors shall abstain from voting, nor shall he/she vote on behalf of other directors, and their voting rights shall not be counted in the total number of voting rights.

The related directors referred to in the foregoing article include the following directors or those directors who are under one of the following circumstances:

  1. the counterparty of a transaction;

  2. employed by the counterparty of a transaction or by a legal person or other organizations with direct or indirect control over the counterparty of a transaction and by a legal person or other organizations under direct or indirect control of the counterparty of a transaction;

  3. have direct or indirect control over the counterparty of a transaction; |

  4. 129 -

APPENDIX VI

COMPARISON TABLE OF AMENDMENTS TO THE RELATED PARTY TRANSACTION DECISION-MAKING SYSTEM

Before amendment After amendment
4. a close family member of the counterparty of a transaction or of a person who has direct or indirect control over the counterparty of a transaction (for the details of the scope, please refer to the provisions of (IV) of Article 5 of the System);
5. a close family member of any director, supervisor or senior management member of the counterparty of a transaction or of a person who has direct or indirect control over the counterparty of a transaction (for details of the scope, please refer to the provisions of IV of Article 5 of the System);
... 4. a close family member of the counterparty of a transaction or of a person who has direct or indirect control over the counterparty of a transaction (for the details of the scope, please refer to the provisions of (IV) of Article 5 of the System);
5. a close family member of any director, senior management member of the counterparty of a transaction or of a person who has direct or indirect control over the counterparty of a transaction (for details of the scope, please refer to the provisions of IV of Article 5 of the System);
...
Article 19 In accordance with the requirements of classification by amount of related party transactions of the Share Listing Rules of SSE, the approval authority for the related party transactions between the Company and the related party is as follows:
(I) where the Company enters into a transaction with a related party and any of the following thresholds is met, the transaction shall be disclosed in a timely manner and shall be submitted to the board for consideration and approval;
... Article 19 In accordance with the requirements of classification by amount of related party transactions of the Share Listing Rules of SSE, the approval authority for the related party transactions between the Company and the related party is as follows:
(I) where the Company enters into a transaction with a related party and any of the following thresholds is met, the transaction shall be subject to the consent of more than half of all independent directors before the consideration process of the Board, and shall be promptly disclosed:
...
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APPENDIX VI

COMPARISON TABLE OF AMENDMENTS

TO THE RELATED PARTY TRANSACTION

DECISION-MAKING SYSTEM

Before amendment After amendment
Article 28 In disclosing a related party transaction, the following documents shall be submitted to the SSE: (I) a copy of the announcement; (II) any agreements or letters of intent related to the transaction, a copy of the resolution of the board, a copy of the announcement of the resolutions, competent authority approvals involved in the transaction, if applicable; as well as professional report issued by securities service agency, if applicable; (III) written documents of independent directors' prior consent of the transaction; (IV) opinion of independent directors; (V) opinion of the audit committee (or the related party transaction control committee), if applicable; (VI) other documents as required by the SSE.
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APPENDIX VI

COMPARISON TABLE OF AMENDMENTS

TO THE RELATED PARTY TRANSACTION

DECISION-MAKING SYSTEM

Before amendment After amendment
Article 29 In accordance with the Share Listing Rules of SSE, announcements disclosing related party transactions by the Company shall contain the following:

(I) an overview of the transaction and background information about the subject of the transaction;

(II) prior consent of the independent directors and his/her/their independent opinions;

(III) voting conducted by the board, if applicable;

(IV) related relations between parties to the transaction and background information about the related persons;

(V) policy and basis of the pricing of the transaction, including how the transaction prices relate to the book value or appraised value of the subject of the transaction and clear and fair market prices, and such other matters relating to pricing as required to be explained depending on the specific circumstances of the transaction. Where the transaction prices differ significantly from the book value, appraised value or market prices, reasons shall be given in that regard. Where the transaction is not considered fair, disclosure shall be made as to how interests would be transferred as a result of the related party transaction so contemplated; | |

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APPENDIX VI

COMPARISON TABLE OF AMENDMENTS

TO THE RELATED PARTY TRANSACTION

DECISION-MAKING SYSTEM

Before amendment After amendment
(VI) major details of the agreement of the transaction including, among others, the amount and method of settlement of the transaction prices, nature of and percentage in interests in the transaction attributable to the related person, conditions precedent to and time and period of validity of the agreement. For continuing or recurring related party transactions in the ordinary business of the Company, the expected total annual amount of the related party transaction shall also be stated;
(VII) purpose of the transaction and its effect on the Company, including, among others, the necessity and true intention for the related party transaction, and effect on the current and future financial position and results of operations;
(VIII) accumulated total transaction amount in related party transactions with the same related person incurred during the period from the beginning of the same year to the date of disclosure;
(IX) opinion of the independent financial adviser, if applicable;
(X) opinion of the audit committee (or the related party transaction control committee), if applicable;
(XI) historical related party transaction;
(XII) controlling shareholders' commitment, if any;
(XIII) such other information as would help illustrate the substance of the transaction and be required by CSRC and the SSE:
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APPENDIX VI

COMPARISON TABLE OF AMENDMENTS

TO THE RELATED PARTY TRANSACTION

DECISION-MAKING SYSTEM

Before amendment After amendment
Article 30 The following related transactions between the Company and any related person can be exempted from consideration and disclosure in accordance with the procedure of a related party transaction, subject to compliance with the Share Listing Rules of SSE: (I) transaction in which the listed company unilaterally obtains benefits without any consideration or obligation, including receiving cash assets as gifts, obtaining debt relief, accepting guarantees and financial assistance without consideration; (II) provision of unsecured funds by a related person to the listed company at an interest rate not exceeding the loan interest rate prevailing in the market and the Company is not obliged to provide guarantee; (III) a party subscribes in cash the shares, corporate or business bonds, convertible corporate bonds or other derivative products publicly issued by the other party; (IV) any party, as syndicate members, underwrites the shares, corporate or business bonds, convertible corporate bonds or other derivative products publicly issued by the other party; (V) a party receives dividends, bonus or remunerations according to the resolution of the shareholders' meeting of the other party; (VI) the related party transactions caused by either party participating in public tender, auction and other similar activities, except where the tender or auction is unlikely to establish a fair price; Article 28 The following related transactions between the Company and any related person can be exempted from consideration and disclosure in accordance with the procedure of a related party transaction, subject to compliance with the Share Listing Rules of SSE and the Hong Kong Listing Rules: (I) transaction in which the listed company unilaterally obtains benefits without any consideration or obligation, including receiving cash assets as gifts, obtaining debt relief, accepting guarantees and financial assistance without consideration; (II) provision of unsecured funds by a related person to the listed company at an interest rate not exceeding the loan interest rate prevailing in the market and the Company is not obliged to provide guarantee; (III) a party subscribes in cash the shares, convertible corporate bonds or other derivative products or corporate bonds (including business bonds) publicly issued by the other party to non-specific investors; (IV) any party, as syndicate members, underwrites the shares, convertible corporate bonds or other derivative products or corporate bonds (including business bonds) publicly issued by the other party to non-specific investors; (V) a party receives dividends, bonus or remunerations according to the resolution of the shareholders' meeting of the other party; (VI) the related party transactions caused by either party participating in public tender, auction and other similar activities, except where the tender or auction is unlikely to establish a fair price;
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APPENDIX VI

COMPARISON TABLE OF AMENDMENTS

TO THE RELATED PARTY TRANSACTION

DECISION-MAKING SYSTEM

Before amendment After amendment
(VII) transaction in which the Company provides products and services to related natural persons as defined in items (II) to (IV) of Clause III of Article 6.3.3 of the Share Listing Rules on the same trading conditions as non-related persons;
(VIII) related party transaction in which the price is fixed by the state;
(IX) other transactions confirmed by the SSE and the Hong Kong Stock Exchange. (VII) transaction in which the Company provides products and services to related natural persons as defined in items (II) to (IV) of Clause III of Article 6.3.3 of the Share Listing Rules on the same trading conditions as non-related persons;
(VIII) related party transaction in which the price is fixed by the state;
(IX) other transactions confirmed by the SSE and the Hong Kong Stock Exchange.
Article 37 The System has been considered and approved at the shareholders' meeting of the Company and is effective from the date when the H shares issued by the Company is listed in the Hong Kong Stock Exchange. The original Related Party Transaction Decision-Making System shall automatically become invalid. Article 35 The System is effective from the date of consideration and approval at the shareholders' meeting.
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Before amendment After amendment
Article 1 To regulate the management and use of proceeds of Enjoy Foods Group Co., Ltd. (the “Company”) and effectively safeguard the rights and interests of investors, this system are formulated in accordance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Guidelines for the Standard Operation of Companies Listed on the Shenzhen Stock Exchange No. 1 – Standardized Operations, the Regulatory Guidance for Listed Companies No. 2 Regulatory Requirements for Administration and Use of Proceeds of the Listed Companies (Revised in 2022), and other laws, regulations and nominative documents as well as the provisions of the Articles of Association, taking into account the actual circumstances of the Company. Article 1 To regulate the management and use of proceeds of Enjoy Foods Group Co., Ltd. (the “Company”) and effectively safeguard the rights and interests of investors, this system are formulated in accordance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Guidelines for the Standard Operation of Companies Listed on the Shenzhen Stock Exchange No. 1 – Standardized Operations, the Rules for the Supervision of Proceeds of Listed Companies, and other laws, regulations and nominative documents as well as the provisions of the Articles of Association, taking into account the actual circumstances of the Company.
Article 2 For the purposes of this system, “proceeds” refer to funds raised by the Company from investors through public offerings of securities (including initial public offerings of shares, rights issues, additional issuances, issuance of convertible corporate bonds, and issuance of convertible corporate bonds with detachable warrants) as well as non-public offerings of securities. Proceeds raised through the implementation of equity incentive plans by the Company are excluded. Article 2 For the purposes of this system, “proceeds” refer to funds raised by the Company from investors through the issuance of stocks or other equity-type securities. Proceeds raised through the implementation of equity incentive plans by the Company are excluded.

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Article 3 The Company’s Board of Directors shall ensure the effective implementation of this system. Where proceeds-funded projects are implemented through a subsidiary of the Company or another enterprise controlled by the Company, the Company shall ensure that such subsidiary or other controlled enterprise complies with the provisions of this system. Article 3 The Company’s Board of Directors shall ensure the effective implementation of this system. Where proceeds-funded investment projects (hereinafter referred to as “proceeds-funded projects”) are implemented through a subsidiary of the Company or another enterprise controlled by the Company, the Company shall ensure that such subsidiary or other controlled enterprise complies with the provisions of this system.
Article 4 The Company shall establish and improve the internal control rules for the storage, management, use, change of use, supervision and accountability of proceeds, specifying the hierarchical approval authorities, decision-making procedures, risk control measures and information disclosure requirements for the use of proceeds, so as to standardize the use of proceeds.
The Company’s Board of Directors shall continuously monitor the storage, management, and use of proceeds, effectively prevent investment risks, and improve the efficiency of proceeds utilization.
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Article 4 The sponsor and its sponsor representatives shall, in the period of continuous supervision, perform the responsibility of sponsorship with respect to the management of proceeds of the Company, and shall have the authority to perform continuous supervision on the management of proceeds of the Company according to the requirements of the Interim Measures of the Sponsorship System for the Issuance and Listing of Securities and this system. Article 5 The sponsor shall conduct ongoing supervision over the storage, management, and use of the Company's proceeds from capital raising activities according to the Administrative Measures for the Sponsorship of Issuance and Listing of Securities. If any abnormalities are identified during the ongoing supervision, an on-site inspection shall be conducted promptly. The sponsor shall conduct an on-site inspection of the Company's storage, management and use of proceeds from capital raising activities at least once every six months. Where the sponsor identifies any abnormalities during ongoing supervision and on-site inspections, it shall promptly report to the local branch of the CSRC and the stock exchange(s).

At the end of each accounting year, the sponsor shall issue a special verification report on the Company's annual storage, management and use of proceeds from capital raising activities and disclose it. The verification report shall include the following content:

During the annual audit, the accounting firm shall issue a verification report on the storage, management, and use of proceeds.

The Company shall cooperate with the continuous supervision and on-site inspections conducted by the sponsor or independent financial advisor, as well as the audit work of the accounting firm, and shall promptly provide or apply to the bank to provide necessary documents related to the storage, management, and use of proceeds. |

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Article 6 The proceeds of the Company shall be used exclusively for designated purposes. The use of proceeds by the Company shall comply with national industrial policies and relevant laws and regulations, practice the concept of sustainable development, fulfill social responsibilities, and in principle shall be used for main business operations, thereby enhancing the Company's competitiveness and innovation capabilities. The proceeds shall not be used in financial investment or directly or indirectly invested in any company which is principally engaged in securities trading.
Article 7 The Company's directors and senior management members shall diligently perform their duties to ensure the security of the Company's proceeds and shall not manipulate the Company to alter the use of proceeds arbitrarily or in a disguised form.
Article 5 The Company's board of directors shall prudently select a commercial bank and open a special account for the proceeds (the "Special Account"). The proceeds shall be stored in the Special Account established by the board of directors for central management, and the Special Account shall not be used for the storage of funds other than the proceeds or for other purposes.
The excess of net proceeds actually raised over the planned proceeds to be raised (hereinafter referred to as the "excess proceeds") shall also be stored in the Special Account for — proceeds for management. Article 8 The Company's Board of Directors shall prudently select a commercial bank and open a special account for the proceeds (hereinafter referred to as the "Special Account"). The proceeds shall be stored into the Special Account established as approved by the board of directors for central management and use, and the Special Account shall not be used for the storage of funds other than the proceeds or for other purposes.
The excess of net proceeds actually raised over the planned proceeds to be raised (hereinafter referred to as the "excess proceeds") shall also be stored in the Special Account for management.
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Article 6 The Company shall enter into a tripartite supervision agreement (hereinafter referred to as the “Agreement”) for the Special Account for proceeds with the sponsor and the commercial bank where the proceeds are to be stored (hereinafter referred to as “commercial bank”) within one month after the receipt of the proceeds, and the Agreement shall at least include the following: Article 9 The Company shall enter into a tripartite supervision agreement (hereinafter referred to as the “Agreement”) for the Special Account for proceeds with the sponsor and the commercial bank where the proceeds are to be stored (hereinafter referred to as “commercial bank”) within one month after the receipt of the proceeds. After the relevant agreement is signed, the Company may use the proceeds. The Agreement shall at least include the following:
(1) The Company shall store the proceeds in the Special Account; (1) The Company shall store the proceeds in the Special Account;
(2) If the Company withdraws an amount exceeding RMB50 million from the Special Account in a single instance or cumulatively within 12 months, and such amount amounts to 20% of the net proceeds from the fundraising after deducting fundraising expenses (hereinafter referred to as “net proceeds”), the Company and the commercial bank shall promptly notify the sponsor; (2) The account number of the Special Account for proceeds, the proceed-funded projects involved and the storage amount at such account;
(3) the commercial bank shall issue a bank reconciliation statement to the Company on a monthly basis, and copy the same to the sponsor; (3) If the Company withdraws an amount exceeding RMB50 million from the Special Account in a single instance or cumulatively within 12 months, and such amount amounts to 20% of the net proceeds from the fundraising after deducting fundraising expenses (hereinafter referred to as “net proceeds”), the Company shall promptly notify the sponsor;
(4) the sponsor may visit the commercial bank to inquire about the relevant information of the Special Account at any time; (4) the commercial bank shall provide a bank reconciliation statement of the Special Account to the Company on a monthly basis, and copy the same to the sponsor;
(5) the rights, obligations and default liabilities of the Company, the commercial bank and the sponsor. (5) the sponsor may visit the commercial bank to inquire about the relevant information of the Special Account at any time;
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The Company shall report to the Shanghai Stock Exchange for filing within 2 trading days after signing the above Agreement and make an announcement.

Where the above Agreement is terminated prior to the expiration of the term of validity due to the change of sponsor or commercial bank, the Company shall sign a new Agreement with the party concerned within two weeks upon the date of the termination of the previous Agreement, and make an announcement after reporting to the Shanghai Stock Exchange for filing within 2 trading days after signing the new Agreement. | (6) the rights, obligations and default liabilities of the Company, the commercial bank and the sponsor.

Where the above Agreement is terminated prior to the expiration of the term of validity, the Company shall sign a new Agreement with the party concerned within two weeks upon the date of the termination of the previous Agreement, and make an announcement promptly.

If proceeds are invested in overseas projects, in addition to complying with the provisions of Article 8 of this system and this Article, the Company and sponsor shall take effective measures to ensure the security and standardized use of proceeds invested in overseas projects, and disclose the relevant specific measures and actual results in the Special Report on the Storage, Management and Actual Use of Proceeds of the Company (hereinafter referred to as the “Special Report on Proceeds”). |
| Article 7 The Company shall actively urge the commercial bank to fulfill its obligations under the agreement. If the commercial bank fails to timely provide account statements to the sponsor or notify the sponsor of any large withdrawals from the dedicated account for three consecutive times, or if it fails to cooperate with the sponsor in the inquiry or investigation of the dedicated account information, the Company may terminate the Agreement and close the Special Account for proceeds. | Article 10 If the commercial bank fails to timely provide account statements to the sponsor for three times, or if it fails to cooperate with the sponsor in the inquiry or investigation of the dedicated account information, the Company may terminate the Agreement and close the Special Account. |

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Article 11 If a proceeds-funded project is expected to fail to be completed within the original time limit and the Company intends to postpone its implementation, such postponement shall be promptly reviewed and approved by the Board of Directors, and the sponsor shall issue an explicit opinion. The Company shall promptly disclose the specific reasons for the failure to complete the project on schedule, and explain matters including, but not limited to, the current storage and account status of the proceeds, whether there are circumstances affecting the normal advancement of the proceeds utilisation plan, the expected completion time and phased investment plan, and the measures to ensure the completion of the project on schedule after the postponement.
Article 12 The Company shall use the proceeds in accordance with the purposes as set out in the prospectus or other public offering documents and shall not change the use without authorisation.
Each of the following circumstances shall be deemed as a change to the use of the proceeds, which requires a resolution by the board of directors in accordance with the law, explicit opinions from the sponsor, and submission to the general meeting for consideration. The Company shall promptly disclose the relevant information:
(1) the cancellation or termination of the original proceeds-funded projects and the implementation of a new project or permanent supplement to working capital;
(2) the change in the subject entity of the proceeds-funded projects;
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Before amendment After amendment
(3) the change in the method of implementation of the proceeds-funded projects;
(4) other circumstances recognised by the CSRC.

In case the Company is in the circumstance specified in item (1) of the preceding paragraph, the sponsor shall, in combination with the previously disclosed documents related to proceeds, specifically explain the main reasons for the changes in the proceeds-funded projects and the rationality of the previous sponsorship opinions.

If the subject entity of the proceeds-funded projects is changed between the Company and its wholly-owned subsidiaries, or only the implementation location of the proceeds-funded projects is changed, it shall not be deemed as a change in the use of proceeds. Relevant changes shall be resolved by the board of directors, and there is no need to go through the consideration procedure of the general meeting. The sponsor shall express a clear opinion, and the Company shall disclose relevant information in a timely manner.

Where the proceeds used by the Company in accordance with Articles 19, Paragraph 2 of Article 20, and Article 21 of this system exceed the amount, duration, or other limits determined by the Board of Directors through its approval procedures, and where the circumstances are serious, such use shall be deemed an unauthorized change in the use of proceeds. |

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Before amendment After amendment
Article 8 The Company shall use the proceeds in accordance with the proceeds investment plan as committed in the issue application document. In situations which could seriously affect normal operation of the proceeds investment plan, the Company shall promptly report to the Shanghai Stock Exchange and make an announcement thereon.
Article 9 The proceeds-funded projects shall not be for the holding of financial investment such as trading financial assets and available-for-sale financial assets, loan to others, entrusted financial management, and shall not invest directly or indirectly in companies mainly engaged in the trading of marketable securities.
The proceeds shall not be used by the Company in pledge, trust loan or such other investments which would in a way alter the use of proceeds. Article 13 The proceeds shall not be used by the Company in pledge, trust loan or such other investments which would in a way alter the use of proceeds.
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Before amendment After amendment
Article 10 The Company shall ensure authenticity and fairness of the use of the proceeds, prevent the controlling shareholder, the de facto controller, and their related parties from occupying or misappropriating such proceeds, and adopt effective measures to avoid related parties from obtaining undue benefits through the proceeds-funded projects. Article 14 The controlling shareholders, the de facto controller, and other related parties of the Company shall not occupy the proceeds of the Company and shall not make use of the proceeds-funded projects of the Company for inappropriate benefits. The Company shall ensure the authenticity and fairness of the use of the proceeds, prevent the controlling shareholder, the de facto controller, and their related parties from occupying or misappropriating such proceeds, and adopt effective measures to avoid related parties from obtaining undue benefits through the proceeds-funded projects. If the Company discovers that its controlling shareholders, de facto controllers, or other connected persons have occupied the proceeds, it shall promptly request the return of the proceeds, and disclose the reasons for the occupation, the impact on the Company, the repayment and rectification plan, and the progress of the rectification.
Article 12 If there is a situation that seriously affects the normal implementation of the investment plan for the proceeds due to the impact of unforeseen objective factors, the project implementation department and the deputy general manager in charge must promptly report the actual situation and provide detailed explanations to the general manager and the Board of Directors, and the Company shall report to the Shanghai Stock Exchange and make an announcement accordingly. Article 16 The Company shall disclose the actual use of proceeds truthfully, accurately, and completely. If there is a situation that seriously affects the normal implementation of the investment plan for the proceeds, the project implementation department and the deputy general manager in charge must promptly report the actual situation and provide detailed explanations to the general manager and the Board of Directors, and the Company shall promptly make an announcement accordingly.
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Before amendment After amendment
Article 13 In case of any one of the following circumstances arises during the implementation of proceeds-funded projects, the Company shall reassess the feasibility and projected revenue of the proceeds-funded projects to decide whether to continue the implementation of the projects or not. The Company shall disclose the progress, reasons for abnormality and the adjusted plan on investment with proceeds in the latest periodic report:

(1) any material changes in market environment in which the proceeds-funded projects are involved;

(2) where any proceeds-funded project have been left idled for more than one year;

(3) failure to meet the deadline of proceeds-funded projects and less than 50% of the proposed investment amount has been actually invested;

(4) any other abnormalities in the proceeds-funded projects. | Article 17 In case of any one of the following circumstances arises during the implementation of proceeds-funded projects, the Company shall promptly reassess the feasibility and projected revenue of the proceeds-funded projects to decide whether to continue the implementation of the projects or not:

(1) any material changes in market environment in which the proceeds-funded projects are involved;

(2) where any proceeds-funded project have been left idled for more than one year after the proceeds were received;

(3) failure to meet the deadline of proceeds-funded projects and less than 50% of the proposed investment amount has been actually invested;

(4) any other abnormalities in the proceeds-funded projects.

Where the Company falls under the circumstances specified in the preceding paragraph, it shall promptly disclose such information. If it is necessary to adjust the proceeds investment plan, the Company shall simultaneously disclose the adjusted proceeds investment plan; if the adjustment involves a change to the proceeds-funded projects, the relevant review procedures for changing the use of proceeds shall apply.

The Company shall disclose the specific details of the re-demonstration of proceeds-funded projects during the reporting period in its latest periodic report. |

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Before amendment After amendment
Article 14 If the Company decides to terminate the original proceeds-funded projects, it shall select new investment projects as soon as possible and in a scientific manner.

If the Company uses its own funds to pre-invest in the proceeds-funded projects, it may replace the self-financing funds with the proceeds within six months after the proceeds were received. Such replacement shall be considered and approved by the Board of Directors with a verification report issued by an accountant firm and the explicit consent from independent directors, the Supervisory Committee and the sponsor. The Board of Directors of the Company shall report to the Shanghai Stock Exchange and make an announcement thereon after completing the replacement.

Save for the requirements stated in the preceding paragraph, in case the Company replaces its own funds invested in advance to the proceeds-funded projects, the procedures and disclosure obligations related to changing the proceeds-funded projects shall be applied. | Article 18 If the Company decides to terminate the original proceeds-funded projects, it shall select new investment projects as soon as possible and in a scientific manner.

If the Company uses its own funds to pre-invest in the proceeds-funded projects and intends to replace the self-financing funds with the proceeds after the proceeds were received, the replacement shall be carried out within 6 months after the proceeds are transferred into the Special Account.

During the implementation of the proceeds-funded projects, payment shall in principle be made directly from proceeds. If it is genuinely difficult to make direct payments from proceeds for matters such as personnel remuneration or purchasing overseas products and equipment, replacement using proceeds may be carried out within 6 months after payment is made with the Company's own funds.

Matters related to the replacement of proceeds shall be deliberated and approved by the Company's Board of Directors. The sponsor shall issue a clear opinion, and the Company shall disclose the relevant information promptly. |

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Article 15 Alteration only made by the Company to the place of implementation of the proceeds-funded projects shall be subject to consideration and approval by the Board. A report shall be made to the Shanghai Stock Exchange and an announcement on the reasons for alteration and the opinion of the sponsor shall also be published within two trading days.

Changes of the implementation subject of the proceeds-funded projects and implementation methods such as the acquisition method of significant assets shall be submitted to the shareholder's meeting for consideration after the independent directors and the supervisory committee expressed their opinion. | |
| Article 16 In case the Company intends to change the implementation of the proceeds-funded projects to joint venture, the necessity of the joint venture shall be carefully considered on the basis of a thorough understanding of the basic condition of the joint venture partner, so as to ensure the effective control of the proceeds-funded projects. | |

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Article 17 The Company may temporarily use idle proceeds to supplement working capital, provided that the following conditions are met:

(1) The use shall not result in a disguised change of the intended use of proceeds, nor shall it affect the normal implementation of the investment plan funded by the proceeds;

(2) The amount used to supplement working capital in a single instance shall not exceed 50% of the net proceeds;

(3) The funds shall be used solely for production and operational activities related to the principal business, and shall not be directly or indirectly used for new share placements, subscriptions, or for trading in stocks and their derivatives, convertible corporate bonds, etc.;

(4) The duration of each use of proceeds to supplement working capital shall not exceed 12 months;

(5) Any previously used proceeds for temporary working capital supplementation that have become due shall have been repaid (if applicable);

(6) Explicit consent shall be obtained from the sponsor, independent directors, and the supervisory committee. | Article 19 The Company may use temporarily idle proceeds to supplement working capital. The duration of each such temporary use shall not exceed twelve months. The temporary supplementation of working capital shall be carried out through the Special Account and shall be limited to production and operational activities related to the principal business.

For the use of temporarily idle proceeds by the Company to supplement working capital, the matters such as the amount and duration shall be subject to approval by the Board of Directors. The sponsor shall issue a clear opinion, and the Company shall promptly disclose the relevant information. |

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The temporary use of idle proceeds by the Company to supplement working capital shall be subject to approval by the Board of Directors and shall obtain explicit consent from the independent directors, sponsor, and supervisory committee. The Company shall report to and disclose such use to the Shanghai Stock Exchange within two trading days. If the amount of idle proceeds used to supplement working capital exceeds 10% of the total proceeds raised in this offering, the matter shall be submitted to the shareholders' general meeting for approval, and online voting shall be made available. Before the expiration of the working capital supplementation period, the Company shall return the relevant funds to the designated proceeds account, and report to and disclose such return to the Shanghai Stock Exchange within two trading days after full repayment.
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Article 20 The Company shall formulate a proper plan for the use of excess proceeds based on its development strategy and actual operational needs. Excess proceeds shall be used for ongoing and new projects, or for repurchasing and lawfully cancelling the Company’s shares. The Company shall determine the specific plan for the use of excess proceeds no later than the completion of all proceeds-funded projects in the same batch, and shall deploy the funds in accordance with such plan. The use of excess proceeds shall be subject to a resolution of the Board of Directors in accordance with the law, a clear opinion from the sponsor, and approval by the shareholders’ general meeting. The Company shall timely and adequately disclose the necessity and reasonableness of using excess proceeds. Where excess proceeds are used to invest in ongoing or new projects, the Company shall also fully disclose the construction plan, investment timeline, expected return rate, and other relevant information of such projects.

Where it is necessary to use temporarily idle excess proceeds for cash management or to temporarily supplement working capital, the Company shall explain the necessity and reasonableness of such use. Matters such as the amount and duration of using temporarily idle surplus proceeds for cash management or working capital supplementation shall be subject to approval by the Board of Directors, a clear opinion from the sponsor, and promptly disclosure by the Company. |

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Article 18 Temporarily idle proceeds may be used for cash management, and the investment products must meet the following criteria:

(1) Principal-guaranteed products with high safety, such as structured deposits and large-denomination certificates of deposit;

(2) High liquidity, and shall not affect the normal implementation of the investment plan funded by the proceeds.

Investment products shall not be pledged, and any dedicated settlement account for such products (if applicable) shall not hold non-proceeds funds or be used for other purposes. The listed company shall promptly file with and disclose to the stock exchange upon opening or closing any dedicated settlement account for such products. | Article 21 Temporarily idle proceeds may be used by the Company for cash management. Such cash management shall be carried out through the Special Account or a publicly disclosed dedicated settlement account for investment products. Where cash management is conducted through a dedicated settlement account, such account shall not store non-proceeds funds or be used for other purposes. The implementation of cash management shall not affect the normal execution of the investment plan funded by the proceeds.

Cash management products shall meet the following criteria:

(1) Belonging to products with high safety, such as structured deposits and large-denomination certificates of deposit but not non-principal-guaranteed ones;

(2) High liquidity, with a product term not exceeding twelve months;

(3) Cash management products shall not be pledged.

The Company shall promptly make announcements upon opening or closing any dedicated settlement account for investment products. |

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Before amendment After amendment
Article 19 The use of idle proceeds to invest in financial products shall be subject to approval by the Board of Directors of the listed company, and shall obtain explicit consent from the independent directors, the supervisory committee, and the sponsor. The listed company shall announce the following information within two trading days after the board meeting:

(1) Basic information regarding the proceeds raised in this offering, including the time of raising the proceeds, total amount raised, net proceeds, and investment plan;

(2) The current utilization status of the proceeds;

(3) The amount and duration of the idle proceeds invested in the investment products, whether there is any disguised change in the intended use of proceeds, and the measures taken to ensure that the proceeds-funded project is not adversely affected;

(4) The income distribution method, investment scope, and safety of the investment products;

(5) Opinions issued by the independent directors, the supervisory committee, the sponsor, or the independent financial adviser. | Article 22 The use of idle proceeds by the Company to invest in financial products shall be subject to approval by the Board of Directors of the listed company, and shall obtain explicit consent from the sponsor. The listed company shall announce the following information within two trading days after the board meeting:

(1) Basic information regarding the proceeds raised in this offering, including the time of raising the proceeds, total amount raised, net proceeds, and investment plan;

(2) The current utilization status of the proceeds;

(3) The amount and duration of cash management, whether there is any disguised change in the intended use of proceeds, and the measures taken to ensure that the proceeds-funded project is not adversely affected;

(4) The income distribution method, investment scope, and safety of the cash management products;

(5) Opinions issued by the sponsor. |
| | Article 23 If the Company uses temporarily idle proceeds for cash management and circumstances arise that may harm the interests of the Company or its investors, the Company shall promptly disclose the relevant situation and the proposed countermeasures. |

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Article 20 Any change to the Company’s proceeds-funding projects shall be subject to approval by the Board of Directors and the shareholders’ general meeting, and may only be implemented after obtaining explicit consent from the independent directors, the sponsor, and the supervisory committee.

If the change involves only the implementation location of the proceeds-funding project, the above procedures may be exempted. However, such change shall still be approved by the Board of Directors and reported to the Shanghai Stock Exchange with a public announcement within two trading days, stating the reasons for the change and the opinions of the sponsor. | Article 24 Any change to the Company’s proceeds-funding projects shall be subject to approval by the Board of Directors and the shareholders’ general meeting, and may only be implemented after obtaining explicit consent from the sponsor.

Where the change involves only a shift in the implementation entity of the proceeds-funding project between the Company and its wholly-owned subsidiaries, or solely a change in the implementation location of the proceeds-funding project, such change shall not be deemed a change in the intended use of proceeds. In such cases, a resolution by the Board of Directors shall suffice, and approval by the shareholders’ general meeting is not required. The sponsor shall issue an explicit opinion, and the Company shall promptly disclose the relevant information. |

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Before amendment After amendment
Article 23 If the Company intends to change its proceeds-funding project, it shall report to and announce such change to the Shanghai Stock Exchange within 2 trading days after submission to the Board of Directors for consideration, including the following information: Article 27 If the Company intends to change its proceeds-funding project, it shall announce such change after submission to the Board of Directors for consideration, including the following information:
(1) Basic information of the original proceeds-funding project and specific reasons for the change; (1) Basic information of the original proceeds-funding project and specific reasons for the change;
(2) Basic information of the new proceeds-funding project, feasibility analysis, and risk warnings; (2) Basic information of the new proceeds-funding project, feasibility analysis, and risk warnings;
(3) Investment plan for the new proceeds-funding project; (3) Investment plan for the new proceeds-funding project;
(4) Explanation of whether the new project has obtained or is pending approval from relevant authorities (if applicable); (4) Explanation of whether the new proceeds-funding project has obtained or is pending approval from relevant authorities (if applicable);
(5) Opinions of the independent directors, the supervisory committee, and the sponsor regarding the change of proceeds-funding project; (5) Opinions of the sponsor regarding the change of proceeds-funding project;
(6) Explanation of whether the change of proceeds-funding project is subject to approval by the shareholders’ general meeting; (6) Explanation of whether the change of proceeds-funding project is subject to approval by the shareholders’ general meeting;
(7) Other information required by the stock exchange. (7) Other information required by the stock exchanges where the Company’s shares are listed.
If the new proceeds-funding project involves related-party transactions, asset acquisitions, or external investments, the Company shall also disclose such matters in accordance with the relevant rules. If the new proceeds-funding project involves related-party transactions, asset acquisitions, or external investments, the Company shall also disclose such matters in accordance with the relevant rules.
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Article 25 Where the Company intends to transfer or replace a proceeds-funding project externally (excluding cases where the proceeds-funding project has been entirely transferred or replaced as part of a major asset restructuring), it shall report to and announce the following information to the Shanghai Stock Exchange within 2 trading days after submission to the Board of Directors for consideration: Article 29 Where the Company intends to transfer or replace a proceeds-funding project externally (excluding cases where the proceeds-funding project has been entirely transferred or replaced as part of a major asset restructuring), it shall announce promptly the following information after submission to the Board of Directors for consideration:
(1) Specific reasons for the external transfer or replacement of the proceeds-funding project; (1) Specific reasons for the external transfer or replacement of the proceeds-funding project;
(2) Amount of proceeds already invested in the project; (2) Amount of proceeds already invested in the project;
(3) Completion status and realized benefits of the project; (3) Completion status and realized benefits of the project;
(4) Basic information, feasibility analysis, and risk warnings of the replacement project (if applicable); (4) Basic information, feasibility analysis, and risk warnings of the replacement project (if applicable);
(5) Basis for pricing and related gains from the transfer or replacement; (5) Basis for pricing and related gains from the transfer or replacement;
(6) Opinions of the independent directors, the supervisory committee, and the sponsor regarding the transfer or replacement of the proceeds-funding project; (6) Opinions of the sponsor regarding the transfer or replacement of the proceeds-funding project;
(7) Explanation of whether the transfer or replacement is subject to approval by the shareholders’ general meeting; (7) Explanation of whether the transfer or replacement is subject to approval by the shareholders’ general meeting;
(8) Other information required by the Shanghai Stock Exchange. (8) Other information required by the stock exchanges where the Company’s shares are listed.
The Company shall pay close attention to the receipt and use of transfer proceeds, changes in ownership of the replacement assets, and the continued operation of the replacement assets, and shall fulfill the necessary disclosure obligations.
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COMPARISON TABLE OF AMENDMENTS TO THE MANAGEMENT SYSTEM FOR USE OF PROCEEDS

Before amendment After amendment
Article 26 Upon completion of an individual proceeds-funding project, if the Company intends to use the surplus proceeds from that project (including interest income) for other proceeds-funding projects, such use shall be subject to approval by the Board of Directors and may only be implemented after obtaining explicit consent from the independent directors, the sponsor, and the supervisory committee. The Company shall report to and announce such use to the Shanghai Stock Exchange within two trading days after the board meeting. Article 26 Upon completion of an individual proceeds-funding project, if the Company intends to use the surplus proceeds from that project (including interest income) for other proceeds-funding projects, such use shall be subject to approval by the Board of Directors and may only be implemented after obtaining explicit consent from the sponsor. The Company shall timely announce such use after the board meeting.
Article 27 Upon completion of all proceeds-funding projects, if the remaining proceeds (including interest income) exceed 10% of the net proceeds raised, the use of such surplus funds by the Company shall be subject to the following conditions: (1) Where the surplus proceeds (including interest income) exceed 10% of the net proceeds raised, the Company shall obtain approval from the Board of Directors and the shareholders' general meeting, and may only use the surplus funds after obtaining explicit consent and opinions from the independent directors, the sponsor, and the supervisory committee. The Company shall report to and announce such use to the Shanghai Stock Exchange within 2 trading days after the board meeting. Article 31 Upon completion of all proceeds-funding projects, if the remaining proceeds (including interest income) exceed 10% of the net proceeds raised, the use of such surplus funds by the Company shall be subject to the following conditions: (1) Where the surplus proceeds (including interest income) exceed 10% of the net proceeds raised, the Company shall obtain approval from the Board of Directors and the shareholders' general meeting, and may only use the surplus funds after obtaining explicit opinions from the sponsor.
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APPENDIX VII

COMPARISON TABLE OF AMENDMENTS TO THE MANAGEMENT SYSTEM FOR USE OF PROCEEDS

Before amendment After amendment
(2) Where the surplus proceeds (including interest income) are less than 10% of the net proceeds raised, the Company shall obtain approval from the Board of Directors and may only use the surplus funds after obtaining explicit consent and opinions from the independent directors, the sponsor, and the supervisory committee. The Company shall report to and announce such use to the Shanghai Stock Exchange within 2 trading days after the board meeting.

(3) Where the surplus proceeds (including interest income) are less than RMB5 million or less than 5% of the net proceeds raised, the above procedures may be exempted. The usage of such funds shall be disclosed in the Company’s next periodic report. | (2) Where the surplus proceeds (including interest income) are less than 10% of the net proceeds raised, the Company shall obtain approval from the Board of Directors and may only use the surplus funds after obtaining explicit opinions from the sponsor.

(3) Where the surplus proceeds (including interest income) are less than RMB5 million or less than 5% of the net proceeds raised, the above procedures may be exempted. The usage of such funds shall be disclosed in the Company’s next periodic report. |
| Article 28 The Board of Directors of the Company shall conduct a comprehensive review of the progress of proceeds-funding projects on a semi-annual basis and issue a Special Report on the Deposit and Actual Use of Proceeds.

The Special Report on the Deposit and Actual Use of Proceeds shall be reviewed and approved by the Board of Directors and the supervisory committee, and shall be reported to the Shanghai Stock Exchange and announced within 2 trading days after submission to the Board for review. During the annual audit, the Company shall engage an accounting firm to issue a verification report on the storage and use of proceeds, which shall be submitted to the Shanghai Stock Exchange at the time of annual report disclosure and published on the website of the Shanghai Stock Exchange. | Article 32 The Company shall disclose the actual use of proceeds truthfully, accurately, and completely. The Board of Directors shall conduct a comprehensive review of the progress of proceeds-funding projects on a semi-annual basis, prepare a Special Report on Proceeds for disclosure. The relevant special report shall include basic information on the proceeds and details regarding their storage, management, and use as required under these Rules. If there is any discrepancy between the actual investment progress and the investment plan of the proceeds-funding projects, the Company shall provide a specific explanation of the reasons.

During the annual audit, the Company shall engage an accounting firm to issue a verification report on the storage and use of proceeds at the time of annual report disclosure, which is to be disclosed concurrently. |

  • 158 -

APPENDIX VII

COMPARISON TABLE OF AMENDMENTS TO THE MANAGEMENT SYSTEM FOR USE OF PROCEEDS

Before amendment After amendment
Article 29 The Audit Committee of the Board of Directors, the supervisory committee, or more than half of the independent directors may engage a certified public accountant to issue a verification report on the deposit and use of the proceeds. The Company shall actively cooperate and bear the necessary costs.

Upon receipt of the verification report as specified above, the Board of Directors shall report such report to the Shanghai Stock Exchange and announce within 2 trading days. If the verification report identifies any violations in the management or use of the proceeds, the Board shall also disclose the nature of the violations, the actual or potential consequences, and the measures already taken or proposed to be taken. | Article 33 The Company's accounting department shall establish a ledger to track the use of proceeds, recording in detail the expenditures of the proceeds and the investment status of the proceeds-funding projects.

The Company's internal audit department shall conduct an inspection of the storage and use of proceeds at least once every six months and promptly report the inspection results to the Audit Committee.

If the Audit Committee determines that there are violations, significant risks in the management of proceeds, or that the internal audit department has failed to submit the inspection report as required, it shall promptly report to the Board of Directors. Upon receiving such report, the Board shall promptly report the matter to the Shanghai Stock Exchange and announce so. |
| Article 30 The sponsor shall conduct on-site inspections of the Company's storage and use of proceeds at least once semi-annually. At the end of each fiscal year, the sponsor shall issue a Special Verification Report on the Company's annual storage and use of proceeds, and submit it to the Shanghai Stock Exchange at the time of the Company's annual report disclosure. The verification report shall include the following:

(1) The storage, use, and balance of the designated proceeds account;

(2) The progress of proceeds-funding projects, including any discrepancies from the planned investment schedule; | Article 34 The sponsor shall conduct on-site inspections of the Company's storage and use of proceeds at least once semi-annually. At the end of each fiscal year, the sponsor shall issue a Special Verification Report on the Company's annual storage and use of proceeds, and submit it to the Shanghai Stock Exchange at the time of the Company's annual report disclosure. The verification report shall include the following:

(1) The storage, management, use, and balance of the designated proceeds account;

(2) The progress of proceeds-funding projects, including any discrepancies from the planned investment schedule; |

  • 159 -

APPENDIX VII

COMPARISON TABLE OF AMENDMENTS TO THE MANAGEMENT SYSTEM FOR USE OF PROCEEDS

Before amendment After amendment
(3) The use of proceeds to replace self-financed funds previously—invested in proceeds-funding projects (if applicable);
(4) The use and effectiveness of idle proceeds to supplement working capital (if applicable);
(5) Any changes in the investment direction of the proceeds (if applicable);
(6) A conclusive opinion on whether the Company’s storage and use of proceeds are compliant;
(7) Any other matters required by the Shanghai Stock Exchange.
At the end of each fiscal year, the Company’s Board of Directors shall disclose the conclusive opinions from both the sponsor’s Special Verification Report and the accounting firm’s Verification Report in the Special Report on the Deposit and Actual Use of Proceeds. (3) The use of proceeds to replace self-financed funds invested in proceeds-funding projects (if applicable);
(4) The use and effectiveness of idle proceeds to supplement working capital (if applicable);
(5) Status of cash management for idle proceeds (if applicable);
(6) Use of excess proceeds (if applicable);
(7) Any changes in the investment direction of the proceeds (if applicable);
(8) Use of surplus proceeds (if applicable);
(9) A conclusive opinion on whether the Company’s storage, management and use of proceeds are compliant;
(10) Any other matters required by the Shanghai Stock Exchange.
At the end of each fiscal year, the Company’s Board of Directors shall disclose the conclusive opinions from both the sponsor’s Special Verification Report and the accounting firm’s Verification Report in the Special Report on Proceeds.
Article 31 This system shall take effect upon approval by the shareholders’ general meeting. Article 35 This system shall take effect upon approval by the shareholders’ meeting.
  • 160 -

APPENDIX VII

COMPARISON TABLE OF AMENDMENTS TO THE MANAGEMENT SYSTEM FOR USE OF PROCEEDS

Before amendment After amendment
Article 32 Where this system conflicts with applicable laws, administrative regulations, normative documents, or the Articles of Association of the Company, or where matters are not provided for herein, such matters shall be governed by the relevant laws, administrative regulations, normative documents, or the Articles of Association. Article 36 Where this system conflicts with applicable laws, administrative regulations, normative documents, or the Articles of Association of the Company, or where matters are not provided for herein, such matters shall be governed by the relevant laws, administrative regulations, normative documents, or the Articles of Association. This system applies solely to proceeds raised from A-share offerings. The use and management of proceeds raised from H-share offerings shall be governed by the relevant regulations as amended from time to time by the Securities and Futures Commission in Hong Kong and The Stock Exchange of Hong Kong Limited.
Article 34 This system shall be interpreted by the Company’s Board of Directors and shall be revised in a timely manner in accordance with laws, regulations, and rules subsequently promulgated by relevant national authorities or institutions, and submitted to the shareholders’ general meeting for consideration. Article 38 This system shall be interpreted by the Company’s Board of Directors and shall be revised in a timely manner in accordance with laws, regulations, and rules subsequently promulgated by relevant national authorities or institutions, and submitted to the shareholders’ meeting for consideration.
  • 161 -

APPENDIX VIII

COMPARISON TABLE OF AMENDMENTS

TO THE OPERATIONAL AND INVESTMENT

ADMINISTRATION MEASURES

COMPARISON TABLE OF AMENDMENTS TO THE OPERATIONAL

AND INVESTMENT ADMINISTRATION MEASURES

Before Amendment After Amendment
Article 12 The Company shall carry out the approval formalities for its operation and investments (excluding guarantees provided or cash assets donated by the Company, and simple debt relief for the Company's obligations, the same below) in strict compliance with terms of reference provided by the Company Law, other relevant laws and administrative regulations, and the Articles of Association. Article 12 The Company shall carry out the approval formalities for its operation and investments (excluding guarantees provided or cash assets donated by the Company, and simple debt relief for the Company's obligations, the same below) in strict compliance with terms of reference provided by the Company Law, other relevant laws and administrative regulations, the listing rules of the places where the Company's shares are listed and the Articles of Association.
Article 13 The implementation of operation and investments of the Company is subject to approval by its shareholders' meeting when satisfying any one of the following: Article 13 The implementation of operation and investments of the Company is subject to approval by its shareholders' meeting when satisfying any one of the following:
-- --
Where the listing rules of the places where the Company's shares are listed provide otherwise, such rules shall prevail.
Article 14 The implementation of operation and investments of the Company is subject to approval by the Board when satisfying any one of the following: Article 14 The implementation of operation and investments of the Company is subject to approval by the Board when satisfying any one of the following:
-- --
Where the listing rules of the places where the Company's shares are listed provide otherwise, such rules shall prevail.

– 162 –

APPENDIX VIII

COMPARISON TABLE OF AMENDMENTS TO THE OPERATIONAL AND INVESTMENT ADMINISTRATION MEASURES

Before Amendment After Amendment
Article 23 The Measures shall come into force upon approval by the shareholders’ meeting of the Company. The Operational and Investment Administration Measures of Anjoy Foods Group Co., Ltd. shall cease to be effective after the implementation of the Measures. Article 23 The Measures shall come into force upon consideration and approval by the shareholders’ meeting of the Company.
  • 163 -

APPENDIX IX

COMPARISON TABLE OF AMENDMENTS

TO THE INTERNAL AUDIT SYSTEM

COMPARISON TABLE OF AMENDMENTS TO THE INTERNAL AUDIT SYSTEM

Before Amendment After Amendment
Article 1 The Articles of Association is formulated in accordance with the provisions of the Audit Law of the People’s Republic of China, the Internal Audit Regulations of the National Audit Office of China, Code of Corporate Governance for Listed Companies, and the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (hereinafter referred to as the “Hong Kong Listing Rules”) and other relevant laws, regulation, rules and normative documents, along with the Articles of the Association, combined with the actual condition of the Company, for the purposes of strengthening and regulating the internal audit, safeguarding the legitimate rights and interests of shareholders, improving the quality of internal audit, reinforcing the audit supervision, specifying the internal audit responsibilities and standardize the audit procedures of Fujian Enjoy Foods Co., Ltd. (hereinafter referred to as the “Company”) to ensure the effective implementation of various internal control systems. Article 1 The Articles of Association is formulated in accordance with the provisions of the Audit Law of the People’s Republic of China, the Internal Audit Regulations of the National Audit Office of China, Code of Corporate Governance for Listed Companies, and the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (hereinafter referred to as the “Hong Kong Listing Rules”) and other relevant laws, regulation, rules and normative documents, along with the Articles of the Association, combined with the actual condition of the Company, for the purposes of strengthening and regulating the internal audit, safeguarding the legitimate rights and interests of shareholders, improving the quality of internal audit, reinforcing the audit supervision, specifying the internal audit responsibilities and standardize the audit procedures of Anjoy Foods Group Co., Ltd. (hereinafter referred to as the “Company”) to ensure the effective implementation of various internal control systems.

APPENDIX IX

COMPARISON TABLE OF AMENDMENTS

TO THE INTERNAL AUDIT SYSTEM

Before Amendment After Amendment
Article 4 Internal control specified in the Systems refers to a process implemented by the Board of Directors, the Board of Supervisors, the managers and all employees to achieve the control objectives. Internal control aims at reasonably ensuring the legal compliance of operation and management, the safety of assets, the truthfulness and completeness of financial reports and relevant information and the improvement on operational efficiency and effectiveness of the Company so as to realize its developmental strategies. Article 4 Internal control specified in the Systems refers to a process implemented by the Board of Directors, senior management, and all employees to achieve the control objectives. Internal control aims at reasonably ensuring the legal compliance of operation and management, the safety of assets, the truthfulness and completeness of financial reports and relevant information and the improvement on operational efficiency and effectiveness of the Company so as to realize its developmental strategies.
Article 6 The Audit Department is a special unit set up by the Company for the Audit Committee of its Board of Directors, which is responsible for inspection and supervision of the accuracy and completeness of financial information, and establishment and implementation of internal control systems of the Company. It shall be responsible to the Audit Committee and report to the Board of Directors. Article 7 The Audit Department is a special unit set up by the Company for the Audit Committee of its Board of Directors, which is responsible for supervision and inspection of financial information, business activities, risk management, and internal control of the Company. It shall be responsible to the Audit Committee and report to the Board of Directors.
Article 13 The Audit Department shall accept the supervision and guidance of the Audit Committee during its supervision and inspection of the Company's business activities, risk management, internal control, and financial information. If any significant issues or clues are discovered by the Audit Department, it shall directly report to the Audit Committee immediately. The Audit Committee participates in the evaluation of the head of the Audit Department.
  • 165 -

APPENDIX IX

COMPARISON TABLE OF AMENDMENTS

TO THE INTERNAL AUDIT SYSTEM

Before Amendment After Amendment
Article 14 The Audit Department is responsible for the specific organization and implementation of the Company’s internal control evaluation. The Company shall issue the annual internal control evaluation report based on the evaluation report issued by the Audit Department and reviewed by the Audit Committee, and related materials.
Article 15 During the communication between the Audit Committee and external audit organizations including accounting firms and national audit authorities, the Audit Department shall actively cooperate and provide necessary support and assistance.
Article 27 The Audit Department shall conduct an audit immediately after the occurrence of material external investments. The following matters shall be considered when auditing issues in relation to external investments:

—

(V) for investment in securities, whether the Company sets up special internal control systems for investment in securities, whether the sources of fund are from the Company’s capital, whether the risks of investment are unbearable for the Company, whether someone else’s account is used or funds are provided to someone else for investment in securities, and whether any opinions of independent directors and the sponsor (including sponsor institutions and sponsor representatives, same as below) are expressed (if applicable). | Article 30 The Audit Department shall conduct an audit immediately after the occurrence of material external investments. The following matters shall be considered when auditing issues in relation to external investments:

—

(V) for investment in securities, whether the Company sets up special internal control systems for investment in securities, whether the sources of fund are from the Company’s capital, whether the risks of investment are unbearable for the Company, whether someone else’s account is used or funds are provided to someone else for investment in securities, and whether any opinions of the sponsor (including sponsor institutions and sponsor representatives, same as below) are expressed (if applicable). |

– 166 –

APPENDIX IX

COMPARISON TABLE OF AMENDMENTS

TO THE INTERNAL AUDIT SYSTEM

Before Amendment After Amendment
Article 29 The Audit Department shall conduct an audit immediately after the occurrence of material external guarantees. The following matters shall be considered when auditing issues in relation to external guarantees:

...

(IV) whether any opinions of independent directors and the sponsor are expressed (if applicable).

... | Article 32 The Audit Department shall conduct an audit immediately after the occurrence of material external guarantees. The following matters shall be considered when auditing issues in relation to external guarantees:

...

(IV) whether any opinions of the sponsor are expressed (if applicable).

... |
| Article 30 The Audit Department shall conduct an audit immediately after the occurrence of material connected transactions. The following matters shall be considered when auditing issues in relation to connected transactions:

...

(III) whether any prior approval and independent opinion is given by independent directors or any opinions of the sponsor are expressed (if applicable).

... | Article 33 The Audit Department shall conduct an audit immediately after the occurrence of material connected transactions. The following matters shall be considered when auditing issues in relation to connected transactions:

...

(III) whether any opinions of the sponsor are expressed (if applicable).

... |

  • 167 -

APPENDIX IX

COMPARISON TABLE OF AMENDMENTS

TO THE INTERNAL AUDIT SYSTEM

Before Amendment After Amendment
Article 31 The Audit Department shall conduct an audit of the deposit and use of proceeds at least once every quarter, and express opinions on the authenticity and compliance of the use of proceeds. When auditing the conditions of the use of proceeds, it shall focus on the following:

(IV) whether or not the proceeds are used to replace the self-owned funds that have previously been invested in the fund raising project, use idle proceeds to make up liquidity temporarily, or change the investment direction of the proceeds; whether or not the consideration and approval and the obligations of information disclosure have been performed in accordance with relevant regulations; whether or not the independent directors, the Board of Supervisors and the sponsors have expressed their opinions in accordance with the relevant regulations (if applicable). | Article 34 The Audit Department shall conduct an audit of the deposit and use of proceeds at least once every quarter, and express opinions on the authenticity and compliance of the use of proceeds. When auditing the conditions of the use of proceeds, it shall focus on the following:

(IV) whether or not the proceeds are used to replace the self-owned funds that have previously been invested in the fund raising project, use idle proceeds to make up liquidity temporarily, or change the investment direction of the proceeds; whether or not the consideration and approval and the obligations of information disclosure have been performed in accordance with relevant regulations; whether or not the sponsors have expressed their opinions in accordance with the relevant regulations (if applicable). |

  • 168 -

APPENDIX IX

COMPARISON TABLE OF AMENDMENTS

TO THE INTERNAL AUDIT SYSTEM

Before Amendment After Amendment
Article 33 When reviewing and evaluating the establishment and implementation of the information disclosure management system, the internal audit department shall focus on the following:

(I) whether or not the Company has formulated the information disclosure management system and related systems in accordance with the relevant regulations, including the information disclosure management and reporting system of various internal institutions, subsidiaries and participating share companies with significant influence;

(IV) whether or not the rights and obligations of the relevant obligated parties for dealing with the affairs of disclosure of corporate information, including the Company and its directors, supervisors, senior management, shareholders, de facto controllers, are clearly stipulated;

(VI) whether or not the management system of information disclosure and the relevant system have been implemented effectively. | Article 36 When reviewing and evaluating the establishment and implementation of the information disclosure management system, the internal audit department shall focus on the following:

(I) whether or not the Company has formulated the information disclosure management system and related systems in accordance with the relevant regulations, including the information disclosure management and reporting system of various internal institutions, subsidiaries and participating share companies with significant influence;

(IV) whether or not the rights and obligations of the relevant obligated parties for dealing with the affairs of disclosure of corporate information, including the Company and its directors, senior management, shareholders, de facto controllers, are clearly stipulated;

(VI) whether or not the management system of information disclosure and the relevant system have been implemented effectively. |

  • 169 -

APPENDIX IX

COMPARISON TABLE OF AMENDMENTS

TO THE INTERNAL AUDIT SYSTEM

Before Amendment After Amendment
Article 34

The Board of the Company shall form a resolution on the report on self-evaluation of internal control while considering and approving the annual report. The Board of Supervisors and independent directors shall express their opinions on the self-evaluation report on internal control. The sponsor shall express their review opinions upon the review of self-evaluation report on internal control. | Article 37

The Board of the Company shall form a resolution on the report on self-evaluation of internal control while considering and approving the annual report. |
| Article 36 In the case where an accounting firm issues a modified conclusion auditing report on the effectiveness of the Company’s internal control, the Board of the Company and Board of Supervisors shall make a special presentation of the issues prescribed in the auditing conclusion. The special presentation shall at least include the following:

...

(III) the opinions of the Board of the Company and Board of Supervisors on such issue;

... | Article 39 In the case where an accounting firm issues a modified conclusion auditing report on the effectiveness of the Company’s internal control, the Board of the Company shall make a special presentation of the issues prescribed in the auditing conclusion. The special presentation shall at least include the following:

...

(III) the opinions of the Board of the Company on such issue;

... |
| Article 43 The Systems shall come into effect upon the review and approval by the shareholders’ general meeting. | Article 46 The Systems shall come into effect upon the review and approval by the shareholders’ meeting. |

  • 170 -

APPENDIX X

COMPARISON TABLE OF AMENDMENTS TO THE ADMINISTRATIVE RULES FOR EXTERNAL GUARANTEES

COMPARISON TABLE OF AMENDMENTS TO THE ADMINISTRATIVE RULES FOR EXTERNAL GUARANTEES

Before amendment After amendment
Article 1 In order to regulate the external guarantee administration of Fujian Anjoy Foods Co., Ltd. (the “Company”), strictly control the risk of debts generated by external guarantees, protect the legal interests of the Company, all shareholders and other stakeholders, this administration system (the “system”) has been formulated in accordance with the relevant laws, administrative regulations, including the Company Law of the People’s Republic of China (the “Company Law”), the Securities Law of the People’s Republic of China (the “Securities Law”), the Guarantee Law of the People’s Republic of China (the “Guarantee Law”), the Notice on Regulating External Guarantee Behaviour of Listed Companies, the Notice on Regulating Money Transactions between Listed Company and Connected Parties and Certain Issues on External Guarantee of Listed Company, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (the “SSE”) (the “Rules Governing the Listing of Stocks”), the rules of the securities regulatory authority, and the provisions of the Articles of Association of Fujian-Anjoy Foods Co., Ltd. (the “Articles of Association”), as well as the actual circumstances of the Company. Article 1 In order to regulate the external guarantee administration of Anjoy Foods Group Co., Ltd. (the “Company”), strictly control the risk of debts generated by external guarantees, protect the legal interests of the Company, all shareholders and other stakeholders, this administration system (the “system”) has been formulated in accordance with the relevant laws, administrative regulations, including the Company Law of the People’s Republic of China (the “Company Law”), the Securities Law of the People’s Republic of China (the “Securities Law”), the Civil Code of the People’s Republic of China (the “Civil Code”), the Regulatory Guidelines for Listed Companies No. 8 – Regulatory Requirements for Fund Transactions and External Guarantees of Listed Companies, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (the “SSE”) (the “Rules Governing the Listing of Stocks”), the rules of the securities regulatory authority, and the provisions of the Articles of Association of Anjoy Foods Group Co., Ltd. (the “Articles of Association”), as well as the actual circumstances of the Company.

APPENDIX X

COMPARISON TABLE OF AMENDMENTS

TO THE ADMINISTRATIVE RULES

FOR EXTERNAL GUARANTEES

Before amendment After amendment
Article 3 The Company’s external guarantees must comply with the relevant laws and regulations, including the Securities Law, Company Law, Guarantee Law, normative documents, and relevant provisions of the Articles of Association with the primary goal to strictly control the debt risk generated by external guarantees. Article 3 The Company’s external guarantees must comply with the relevant laws and regulations, including the Securities Law, Company Law, Civil Code, normative documents, and relevant provisions of the Articles of Association with the primary goal to strictly control the debt risk generated by external guarantees.
Article 4 The Company implements a multi-assessment system for the management of its external guarantees. Relevant departments of the Company involved include: Financial officers and their subordinate departments-responsible departments for the preliminary assessment and daily management of the Company’s external guarantees which receive all guarantee applications lodged and perform preliminary assessment therefor while providing daily management of and continuous risk control over external guarantees; the secretary to the board of directors and its subordinate departments-responsible departments for the compliance review and information disclosure on the Company’s external guarantees which conduct compliance review on the Company’s external guarantees, organize and perform the approval process at board meetings or shareholders’ general meeting and make information disclosure on external guarantees. Article 4 The Company implements a multi-assessment system for the management of its external guarantees. Relevant departments of the Company involved include: Financial officers and their subordinate departments-responsible departments for the preliminary assessment and daily management of the Company’s external guarantees which receive all guarantee applications lodged and perform preliminary assessment therefor while providing daily management of and continuous risk control over external guarantees; the secretary to the board of directors and its subordinate departments-responsible departments for the compliance review and information disclosure on the Company’s external guarantees which conduct compliance review on the Company’s external guarantees, organize and perform the approval process at board meetings or shareholders’ meeting and make information disclosure on external guarantees.
Article 5 The Company’s external guarantees must be considered by the board of directors or the shareholders’ meeting.
  • 172 -

APPENDIX X

COMPARISON TABLE OF AMENDMENTS

TO THE ADMINISTRATIVE RULES

FOR EXTERNAL GUARANTEES

Before amendment After amendment
Article 6 The Company’s external guarantees shall comply with the following provisions:

(I) the Company shall not provide guarantee for the controlling shareholders, other related parties in which the Company holds less than 50% interest and any non-legal entity units or individuals;

(II) the total amount of external guarantees shall not exceed 50% of the net assets stated in the consolidated accounting statements of the latest accounting year;

(III) the Company is prohibited from, directly or indirectly, providing guarantee for a loan to a party with an asset-liability ratio of over 70%;

(IV) the Company must require the counter party to provide a counter guarantee for which the counter guarantor shall have actual affordability;

(V) the Company shall duly perform its duty to strictly disclose information on external guarantees according to the relevant provisions of the Rules Governing the Listing of Stocks and the Articles of Association, and shall truthfully provide all information relating to external guarantees of the Company to the certified public accountants in accordance with regulations;

(VI) the independent directors shall present specific explanation and express independent opinions on the Company’s accumulated and current external guarantees and implementation of regulations as referred above in the annual report. | |

  • 173 -

APPENDIX X

COMPARISON TABLE OF AMENDMENTS

TO THE ADMINISTRATIVE RULES

FOR EXTERNAL GUARANTEES

Before amendment After amendment
Article 7 The Company’s shall submit the following—guarantee—matters—to—the shareholders’ meeting for consideration: (I) a single guarantee that exceeds 10% of the latest audited net assets; (II) any guarantee provided after the total amount of external guarantees provided by the Company and its controlled subsidiaries has exceeded 50% of the latest audited net assets; (III) any guarantee provided to a party with an asset-liability ratio of over 70%; (IV) the cumulative amount of guarantees over a consecutive twelve-month period has exceeded 30% of the Company’s latest audited total assets; (V) the cumulative amount of guarantees over a consecutive twelve-month period has exceeded 50% of the Company’s latest audited total assets, and the absolute amount has exceeded RMB50 million; (VI) guarantees provided to shareholders, actual controllers and their related parties; (VII) other circumstances that are required by the SSE and the Articles of Association. For guarantee matters within the authority of the board of directors, in addition to being passed by more than half of all directors, they should also be agreed upon by more than two-thirds of the directors attending the board meeting. Guarantees mentioned in the preceding item (IV) should be passed by more than two-thirds of the voting rights held by shareholders attending the meeting.
  • 174 -

APPENDIX X

COMPARISON TABLE OF AMENDMENTS TO THE ADMINISTRATIVE RULES FOR EXTERNAL GUARANTEES

Before amendment After amendment
Article 7 If the related parties compel, instruct, or require the Company to engage in an illegal guarantee behavior, the Company and its directors, and senior management members shall reject instead of giving assistance, cooperation, and acquiescence.
Article 8 The external guarantees to be considered and approved by the shareholders’ meeting must be deliberated by the board of directors before being submitted to the shareholders’ meeting for consideration and approval. External guarantees subject to consideration and approval at a shareholders’ meeting shall include but are not limited to the following:
(I) any guarantee provided after the total amount of external guarantees provided by the Company and its controlled subsidiaries has exceeded 50% of the latest audited net assets;
(II) any guarantee provided to a party with an asset-liability ratio of over 70%;
(III) a single guarantee that exceeds 10% of the latest audited net assets;
(IV) guarantees provided to shareholders, actual controllers and their related parties.
  • 175 -

APPENDIX X

COMPARISON TABLE OF AMENDMENTS

TO THE ADMINISTRATIVE RULES

FOR EXTERNAL GUARANTEES

Before amendment After amendment
When the shareholders’ meeting deliberates on guarantee proposals provided for shareholders, actual controllers, and their related parties, such shareholders or shareholders under the control of the actual controller shall not participate in the vote on that item, and the vote must be passed by more than half of the voting rights held by other shareholders attending the shareholders’ meeting.
Article 9 The abovementioned external guarantees so considered and approved shall be timely disclosed in a newspaper for information disclosure as designated by the Company. The content as disclosed shall include the resolution of the shareholders’ meeting as well as the aggregate amount of external guarantees provided by the Company and its controlled subsidiaries and the aggregate amount of guarantees provided by the Company for its controlled subsidiaries as of the date of such information disclosure.
Article 9 External guarantees subject to approval by the board of directors must be approved by a resolution passed by more than two-thirds of the directors attending the board meeting.
Article 10 Where the Company provides a guarantee for its controlling shareholders, actual controllers and their related parties, the controlling shareholders, actual controllers and their related parties shall provide counter guarantees.
  • 176 -

APPENDIX X

COMPARISON TABLE OF AMENDMENTS TO THE ADMINISTRATIVE RULES FOR EXTERNAL GUARANTEES

Before amendment After amendment
Article 11 External guarantees considered and approved by the board of directors or the shareholders’ meeting of the Company must be timely disclosed on the website and the media that complies with the regulations of the stock exchanges where the Company’s shares are listed, and the conditions stipulated by the CSRC. The content as disclosed shall include the resolution of the board of directors and the shareholders’ meeting as well as the aggregate amount of external guarantees provided by the Company and its controlled subsidiaries and the aggregate amount of guarantees provided by the Company for its controlled subsidiaries as of the date of such information disclosure.
Article 12 When handling loan guarantee business, the Company shall submit the original copies of the Articles of Association, the resolution of the board of directors or the shareholders’ meeting resolution on the guarantee matter, and the disclosure information and other materials of the guarantee matter to the banking financial institution.
Article 13 Guarantees provided by the Company’s controlled subsidiaries to entities outside the scope of the Company’s consolidated financial statements shall be deemed as guarantees provided by the Company, and the Company shall comply with the provisions of the system.
  • 177 -

APPENDIX X

COMPARISON TABLE OF AMENDMENTS TO THE ADMINISTRATIVE RULES FOR EXTERNAL GUARANTEES

Before amendment After amendment
Article 14 The Company’s external guarantees shall be approved by more than half of all directors, and shall also be agreed and passed upon by more than two-thirds of the directors attending the board meeting, and disclosed in a timely manner.

Guarantee matters that fall under any of the following circumstances shall be submitted to the shareholders’ meeting after being approved by the board of directors:

(I) a single guarantee that exceeds 10% of the latest audited net assets;

(II) any guarantee provided after the total amount of external guarantees provided by the Company and its controlled subsidiaries has exceeded 50% of the Company’s latest audited net assets;

(III) any guarantee provided after the total amount of external guarantees provided by the Company and its controlled subsidiaries has exceeded 30% of the Company’s latest audited total assets;

(IV) in accordance with the principle of cumulative calculation of guarantee amounts over a consecutive 12-month period, the amount of guarantee has exceeded 30% of the Company’s latest audited total assets;

(V) any guarantee provided to a party with an asset-liability ratio of over 70%; |

  • 178 -

APPENDIX X

COMPARISON TABLE OF AMENDMENTS TO THE ADMINISTRATIVE RULES FOR EXTERNAL GUARANTEES

Before amendment After amendment
(VI) guarantees provided to shareholders, actual controllers and their related parties;

(VII) other circumstances that require approval by the shareholders’ meeting as stipulated by the CSRC and the stock exchanges where the Company’s shares are listed.

Guarantees that require approval by the shareholders’ meeting of the Company in the preceding item (IV) should be passed by more than two-thirds of the voting rights held by shareholders attending the meeting. |
| | Article 15 With respect to guarantees meeting the disclosure standards, the Company shall make timely disclosure if the guaranteed party fails to fulfill its repayment obligations within 15 trading days after the maturity of the debt, or if the guaranteed party is in bankruptcy, liquidation, or under other circumstances that have a serious impact on its ability to repay the debt. |

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APPENDIX X

COMPARISON TABLE OF AMENDMENTS TO THE ADMINISTRATIVE RULES FOR EXTERNAL GUARANTEES

Before amendment After amendment
Article 16 Where the Company provides guarantee for a related party, in addition to being considered and approved by more than half of all non-related directors, the guarantee shall also be considered and approved by more than two-thirds of the non-related directors attending the board meeting and a resolution shall be made and submitted to the shareholders’ meeting for consideration. Where the Company provides a guarantee for its controlling shareholders, actual controllers and their related parties, the controlling shareholders, actual controllers and their related parties shall provide counter guarantees.

If the Company’s transaction or related party transaction rendered the guaranteed party to become a related party of the Company, the Company shall, while implementing the transaction or related party transaction, perform the corresponding review procedures and information disclosure obligations for the existing related party guarantee.

In the event that the board of directors or the shareholders’ meeting did not consider and approve the guarantee matters as required in the preceding paragraph, the parties to the transaction shall take effective measures such as early termination of the guarantees. |

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APPENDIX X

COMPARISON TABLE OF AMENDMENTS

TO THE ADMINISTRATIVE RULES

FOR EXTERNAL GUARANTEES

Before amendment After amendment
Article 8 When the shareholders’ general meeting deliberates on guarantee proposals provided for shareholders, actual controllers, and their related parties, such shareholders or shareholders under the control of the actual controller shall not participate in the vote on that item, and the vote must be passed by more than half of the voting rights held by other shareholders attending the shareholders’ general meeting. Article 17 When the shareholders’ meeting deliberates on guarantee proposals provided for shareholders, actual controllers, and their related parties, such shareholders or shareholders under the control of the actual controller shall not participate in the vote on that item, and the vote must be passed by more than half of the voting rights held by other shareholders attending the shareholders’ meeting.
Article 12 The Company shall duly perform its duty to strictly disclose information on external guarantees according to the relevant provisions of the Rules Governing the Listing of Stocks of the SSE and the Articles of Association, and shall truthfully provide all information relating to external guarantees of the Company to the certified public accountants responsible for the Company’s financial audit in accordance with regulations. The independent directors shall present specific explanation and express independent opinions on the Company’s accumulated and current external guarantees and implementation of the provisions on external guarantees in the Articles of Association in the annual report. Article 20 The Company shall duly perform its duty to strictly disclose information on external guarantees according to the relevant provisions of the stock exchanges where the Company’s shares are listed and the Articles of Association, and shall truthfully provide all information relating to external guarantees of the Company to the certified public accountants responsible for the Company’s financial audit in accordance with regulations.
Article 16 After passing the compliance review on a guarantee application as well as the review on the control of the accumulated amount of total external guarantees, the secretary to the board of directors and its subordinate departments shall organize and perform the approval process at board meetings or shareholders’ general meetings in accordance with the relevant provisions under the Articles of Association. Article 25 After passing the compliance review on a guarantee application as well as the review on the control of the accumulated amount of total external guarantees, the secretary to the board of directors and its subordinate departments shall organize and perform the approval process at board meetings or shareholders’ meetings in accordance with the relevant provisions under the Articles of Association.
  • 181 -

APPENDIX X

COMPARISON TABLE OF AMENDMENTS

TO THE ADMINISTRATIVE RULES

FOR EXTERNAL GUARANTEES

Before amendment After amendment
Article 18 ...

The board of directors may, where necessary, engage external professional organizations to conduct evaluations against the risk of executing external guarantees to form the basis for decision making at board meetings or shareholders’ general meetings. | Article 26 ...

The board of directors may, where necessary, engage external professional organizations to conduct evaluations against the risk of executing external guarantees to form the basis for decision making at board meetings or shareholders’ meetings. |
| Article 20 The director or shareholder who has an interest in a guarantee matter shall abstain from voting on the resolution approving such guarantee matter at the Company’s board meeting or shareholders’ general meeting. | Article 28 The director or shareholder who has an interest in a guarantee matter shall abstain from voting on the resolution approving such guarantee matter at the Company’s board meeting or shareholders’ meeting. |
| Article 29 The secretary to the board of directors shall record in detail the discussion and voting process relating to guarantee matters considered and approved at board meetings and shareholders’ general meetings and shall perform the information disclosure obligations in a timely manner. | Article 29 The secretary to the board of directors shall record in detail the discussion and voting process relating to guarantee matters considered and approved at board meetings and shareholders’ meetings and shall perform the information disclosure obligations in a timely manner. |
| Article 22 A written contract shall be entered into by the Company for the provision of external guarantee and that the guarantee contract shall comply with the provisions under relevant laws and regulations, such as the Guarantee Law, with its principal terms being specific and unambiguous. An opinion shall be sought from a legal adviser or expert when entering into a particularly important guarantee contract and, where necessary, the Company may engage a law firm to conduct reviews or issue a written legal opinion thereon. Upon approval of a guarantee contract by the board of directors or shareholders’ general meeting of the Company, the external guarantee contract shall then be signed by the chairman of the board (legal representative) or his duly authorized representative(s). | Article 30 A written contract shall be entered into by the Company for the provision of external guarantee and that the guarantee contract shall comply with the provisions under relevant laws and regulations, such as the Civil Code, with its principal terms being specific and unambiguous. An opinion shall be sought from a legal adviser or expert when entering into a particularly important guarantee contract and, where necessary, the Company may engage a law firm to conduct reviews or issue a written legal opinion thereon. Upon approval of a guarantee contract by the board of directors or shareholders’ meeting of the Company, the external guarantee contract shall then be signed by the chairman of the board (legal representative) or his duly authorized representative(s). |

  • 182 -

APPENDIX X

COMPARISON TABLE OF AMENDMENTS TO THE ADMINISTRATIVE RULES FOR EXTERNAL GUARANTEES

Before amendment After amendment
Article 24 The Company’s financial officers and their subordinate departments shall properly maintain and manage all documents and information related to the Company’s external guarantee matters (including but not limited to guarantee applications and their attachments, audit opinions given by the financial officers and their subordinate departments, other departments of the Company and the board of directors/shareholders’ general meetings, duly signed guarantee contracts, etc.), and shall fill out quarterly report forms recording details of the Company’s external guarantees, and send the duplicate copies thereof to the general manager of the Company and the secretary to the board of directors of the Company. Article 32 The Company’s financial officers and their subordinate departments shall properly maintain and manage all documents and information related to the Company’s external guarantee matters (including but not limited to guarantee applications and their attachments, audit opinions given by the financial officers and their subordinate departments, other departments of the Company and the board of directors/shareholders’ meeting, duly signed guarantee contracts, etc.), and shall fill out quarterly report forms recording details of the Company’s external guarantees, and send the duplicate copies thereof to the general manager of the Company and the secretary to the board of directors of the Company.
Article 47 Unless otherwise specifically stated, the expressions used in the rule shall have the same meanings as those in the Articles of Association. Article 39 Unless otherwise specifically stated, the expressions used in the system shall have the same meanings as those in the Articles of Association.
Article 49 The system shall take effect upon approval at the shareholders’ general meeting of the Company. Article 41 The system shall take effect upon approval at the shareholders’ meeting of the Company.
  • 183 -

APPENDIX XI

REMUNERATION MANAGEMENT SYSTEM OF DIRECTORS AND SENIOR MANAGEMENT MEMBERS

REMUNERATION MANAGEMENT SYSTEM OF DIRECTORS AND SENIOR MANAGEMENT MEMBERS

Chapter I General

Article 1 In order to regulate the remuneration management for the directors and senior management members of Anjoy Foods Group Co., Ltd. (hereinafter referred to as the "Company"), establish a scientific and effective incentive and restriction system, improve the business operations management standards and stimulate stable operation and sustainable development of the Company, the Company formulates a remuneration management system of the directors and senior management members (hereinafter referred to as the "System") in accordance with relevant laws, regulations and regulatory documents (such as the Company Law of the People's Republic of China), the Governance Code for Listed Companies as well as the Articles of Association of Anjoy Foods Group Co., Ltd. (hereinafter referred to as the "Articles of Association") together with the actual situations of the Company.

Article 2 This System applies to directors and senior management members of the Company. Senior management members of the Company refer to the general manager, deputy general managers, secretary to the board, chief financial officer, and other members engaged as stipulated in the Articles of Association.

Article 3 The remuneration of the Company's directors and senior management members shall be determined on the basis of the Company's operation and general management after a comprehensive assessment on the performance of the business plan and the assigned work, the fulfillment of the job objectives, and the performance of personal duties and personal development.

Article 4 The Company's remuneration system adheres to the following principles:

(I) fairness principle: Remuneration levels shall align with the Company's scale and performance, while remaining competitive with external market standards;

(II) unity of "responsibility, authority and benefit" principle: Remuneration shall reflect the value of the position and the extent of responsibilities and obligations undertaken;

(III) performance principle: Remuneration standards shall be linked to performance evaluations, while aligning with the goal of individual income integrating the Company's profitability;

APPENDIX XI

REMUNERATION MANAGEMENT SYSTEM OF DIRECTORS AND SENIOR MANAGEMENT MEMBERS

(IV) long-term development principle: Remuneration shall be in line with the Company's goals for sustainable and healthy growth integrating long-term benefits;

(V) balance of incentives and constraints and equal of reward and penalty principle: Remuneration shall be linked to performance evaluations, reward, penalty and incentive mechanisms.

Chapter II Remuneration Management Authority

Article 5 The remuneration and assessment committee of the board of the Company, authorized by the board, is responsible for formulating and reviewing remuneration standards and plans for directors and senior management members of the Company; establishing performance standards for directors and senior management members of the Company and organizing performance evaluations; as well as overseeing the implementation of the remuneration system of the Company.

Article 6 Matters of directors' remuneration shall be decided by the shareholders' meeting and shall be disclosed. When the board or the remuneration and assessment committee assesses an individual director or discusses his/her remuneration, such director shall abstain from voting.

Remuneration plans for senior management members shall be approved by the board, explained to the shareholders' meeting and fully disclosed.

When conducting internal control audits, accounting firms should focus on the effectiveness of performance evaluation controls and whether remuneration disbursements comply with internal control requirements.

Article 7 The relevant functional departments of the Company shall perform their duties in cooperation with the remuneration and assessment committee of the board to carry out the specific implementation of the Company's remuneration programs for directors and senior management members.

Chapter III Remuneration Standards

Article 8 The remuneration for directors and senior management members of the Company consists of basic remuneration, performance-based remuneration, and mid-term and long-term incentive income. Performance-based remuneration shall, in principle, account for no less than fifty percent of the total amount of basic remuneration and performance-based remuneration.

APPENDIX XI

REMUNERATION MANAGEMENT SYSTEM OF DIRECTORS AND SENIOR MANAGEMENT MEMBERS

The remuneration for directors and senior management members of the Company shall be commensurate with market development, aligned with the Company's operational performance and individual achievements, and consistent with the Company's sustainable development.

The Company shall reasonably determine the remuneration distribution ratios for directors, senior management members and ordinary employees based on factors such as industry standards, development strategies, and job values. Remuneration distribution should be tilted toward key positions, frontline production roles, and high-level, highly skilled talent in short supply, thereby promoting increases in the remuneration level of ordinary employees.

Article 9 Remuneration for board members:

(I) non-independent directors who hold other positions in the Company and its subsidiaries shall receive remuneration based on their corresponding positions, and shall not receive separate director remuneration.

(II) The remuneration for independent directors shall be implemented through an independent director allowance system, which shall be considered and determined by the shareholders' meeting of the Company.

Article 10 Remuneration for senior management members:

Senior management members shall receive remuneration according to the specific roles and positions held by them in the Company and in accordance with the relevant remuneration and performance appraisal management system of the Company. The remuneration for senior management members of the Company consists of basic remuneration and annual performance-based remuneration. Specific standards shall be formulated by the Company's management department based on recommendations from the remuneration and assessment committee, and shall be implemented upon the approval of the board of the Company.

Basic remuneration is determined based on industry remuneration levels, job responsibilities and performance. Annual performance-based remuneration is assessed based on the Company's annual business objectives and the achievement of individual annual performance evaluation metrics.

Chapter IV Payment of Remuneration

Article 11 Remuneration for directors and senior management members receiving remuneration from the Company shall be paid in accordance with the Company's relevant internal remuneration payment management rules. Independent directors' allowances shall be paid quarterly, commencing the month following the date of the approval of their appointment or remuneration resolution by the shareholders' meeting.

APPENDIX XI

REMUNERATION MANAGEMENT SYSTEM OF DIRECTORS AND SENIOR MANAGEMENT MEMBERS

Article 12 Individual income tax on the remunerations of the Company's directors and senior management members shall be withheld and paid by the Company in accordance with the relevant stipulations of the state.

Article 13 If a director or senior management member of the Company leaves his/her office due to board renewal, re-election or resignation during his/her term of office, his/her remuneration shall be calculated and paid according to his/her actual term of office and actual performance.

Article 14 During their term of office, directors and senior management members shall not receive performance-based remuneration if any of the following circumstances occurs:

(I) seriously jeopardizing the interests of the Company or causing significant economic losses to the Company;

(II) being publicly reprimanded by a stock exchange or declared an unsuitable candidate;

(III) being subject to administrative penalties by the CSRC for major violations of laws and regulations;

(IV) other circumstances determined by the board of the Company as serious violations of the Company's relevant regulations.

Article 15 The determination and payment of performance-based remuneration, mid-term and long-term incentive income for directors and senior management members of the Company shall be based primarily on performance evaluations.

The Company shall conduct performance evaluations based on audited financial data and determine that a certain proportion of performance-based remuneration shall be paid following the disclosure of the annual report and the completion of the performance evaluation.

Article 16 When the Company makes retrospective restatements for its financial statements due to misstatements such as financial fraud, it shall promptly reassess the performance-based remuneration and mid-term and long-term incentive income of directors and senior management members and recover any excess payments accordingly.

  • 187 -

APPENDIX XI

REMUNERATION MANAGEMENT SYSTEM OF DIRECTORS AND SENIOR MANAGEMENT MEMBERS

Where directors or senior management members violate their duties and cause losses to the Company, or hold liable for illegal or non-compliant conduct such as financial fraud, fund misappropriation, or unauthorized guarantees, the Company shall reduce or suspend the payment of any outstanding performance-based remuneration, mid-term and long-term incentive income subject to the severity of the circumstances. The Company shall also recover in full or in part the performance-based remuneration, mid-term and long-term incentive income already paid during the period in which the relevant conduct occurred.

Chapter V Remuneration Adjustment

Article 17 The remuneration structure shall serve the Company's business strategy and be adjusted according to the ever-changing business situation of the Company, so as to cope with the needs of the Company's further development.

Article 18 The remuneration for directors and senior management members stipulated in this System does not include incentive benefits obtained through share option incentive plans, employee stock ownership plans or others.

Article 19 Upon consideration and approval by the remuneration and assessment committee of the board, special incentives or penalties may be established on a temporary basis for specific matters as a supplement to the remuneration of specific roles for the directors and senior management serving in the Company.

Chapter VI Supplementary Provisions

Article 20 Any matters not covered in this System shall be implemented in accordance with the relevant requirements under national laws, regulations, regulatory documents and the Articles of Association.

Article 21 In the event of any contradiction between this System and any national laws, regulations and regulatory documents promulgated in the future, the relevant national laws, regulations and regulatory documents shall prevail. In such case, timely amendments to the System shall be made forthwith.

Article 22 This System is formulated by the board and shall take effect from the date of approval by the shareholders' meeting of the Company, and the same applies for modifications.

Article 23 The board of the Company shall be responsible for the interpretation of this System.

Anjoy Foods Group Co., Ltd.

NOTICE OF 2025 FIRST EXTRAORDINARY GENERAL MEETING

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ANJOY FOODS GROUP CO., LTD.

安井食品集團股份有限公司

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

(Stock Code: 2648)

NOTICE OF 2025 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2025 first extraordinary general meeting (the "2025 First EGM") of Enjoy Foods Group Co., Ltd. (the "Company") will be held at 2:30 p.m. on Friday, November 28, 2025 at Conference room, No. 2508 Xinyang Road, Haicang District, Xiamen for considering and, if thought fit, passing, the following resolutions. Unless otherwise defined, terms used in this notice shall have the same meanings as those defined in the circular of the Company dated November 12, 2025 containing details of the following resolutions.

SPECIAL RESOLUTIONS

  1. The proposal on change in the registered capital of the Company and amendments to the Articles of Association
  2. The proposal on abolition of Supervisory Committee and amendments to the Articles of Association
  3. The proposal on amendments to the Rules of Procedures for the Shareholders' Meeting of the Company
  4. The proposal on amendments to the Rules of Procedures for the Board of Directors of the Company

ORDINARY RESOLUTIONS

  1. The proposal on amendments to the Working Rules for Independent Directors of the Company
  2. The proposal on amendments to the Terms of Reference for the Audit Committee of the Board of Directors of the Company

  3. The proposal on amendments to the Related Party Transaction Decision-making System of the Company

  4. 189 -

NOTICE OF 2025 FIRST EXTRAORDINARY GENERAL MEETING

  1. The proposal on amendments to the Management System for Use of Proceeds of the Company
  2. The proposal on amendments to the Operational and Investment Administration Measures of the Company
  3. The proposal on amendments to the Internal Audit System of the Company
  4. The proposal on amendments to the Administrative Rules for External Guarantees of the Company
  5. The proposal on formulation of the Remuneration Management System of Directors and Senior Management Members of the Company
  6. The proposal on changes to certain proceed-funded projects for private placement of shares of the Company

By order of the Board

Anjoy Foods Group Co., Ltd.

Mr. Liu Mingming

Chairman of the Board and Executive Director

Xiamen, China, November 12, 2025

As at the date of this notice, the Board comprises: (i) Mr. Liu Mingming, Mr. Zhang Qingmiao, Mr. Zhang Gaolu and Mr. Huang Jianlian as executive directors; (ii) Dr. Zheng Yanan and Mr. Dai Fan as non-executive directors; and (iii) Ms. Zhang Mei, Dr. Liu Xiaofeng, Dr. Zhao Bei and Mr. Zhang Yueping as independent non-executive directors.

  • 190 -

NOTICE OF 2025 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

  1. Pursuant to Rule 13.39(4) of the Listing Rules, votes of the Shareholder(s) at the shareholders' general meeting shall be taken by poll.

  2. In order to determine the Shareholders who are entitled to attend the 2025 First EGM, the H share registrar of members of the Company shall be closed from Tuesday, November 25, 2025 to Friday, November 28, 2025 (both days inclusive), during which period no transfer of H Shares will be registered. Shareholders whose names appear on the H shares register of members of the Company on Friday, November 28, 2025 are entitled to attend the 2025 First EGM and to vote on all resolutions to be proposed thereat. H Shareholders who wish to attend the 2025 First EGM are required to lodge their respective transfer documents with the relevant share certificates at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Monday, November 24, 2025.

  3. Any Shareholder entitled to attend and vote at the 2025 First EGM is entitled to appoint one or more proxies to attend and vote on his/her/its behalf. A proxy need not be a Shareholder. If more than one proxy is appointed, the number and class of shares represented by each proxy should be specified when appointing the proxy.

  4. The instruments appointing a proxy must be in writing under the hand of the Shareholder or his/her attorney duly authorized in writing. If the Shareholder is a corporation, that instrument must be either under the company seal or under the hand of its director or duly authorized attorney. If that instrument is signed by an attorney of the Shareholder, the power of attorney authorizing that attorney to sign or other authorization documents must be notarized.

  5. To be valid, the form of proxy for the H Shareholders together with the notarized power of attorney or other authorization document must be deposited at the H share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 24 hours before the time appointed for the holding of the 2025 First EGM or any adjournment thereof (i.e. before 2:30 p.m. on Thursday, November 27, 2025). Completion and return of the form of proxy will not preclude the H Share Shareholders from attending and voting in person at the 2025 First EGM or any adjourned meeting if they so wish, in which case the form of proxy will be deemed to have been revoked.

  6. The 2025 First EGM will adopt a combination of both onsite voting and online voting (online voting only applicable to A shareholders) in terms of the mechanism for voting at the meeting.

  7. Shareholders or their proxies attending the 2025 First EGM shall produce the identity documents.

  8. The 2025 First EGM is expected to be concluded within half a day. Shareholders or their proxies attending the meeting are responsible for their own transportation and accommodation expenses.

  9. 191 -

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