THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Beijing UBOX Online Technology Corp., you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

友宝

UBOX

Beijing UBOX Online Technology Corp.

北京友寶在線科技股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2429)

(1) ANNUAL REPORT FOR 2024
(2) WORK REPORT OF THE BOARD FOR 2024
(3) WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024
(4) PROFIT DISTRIBUTION PLAN FOR 2024
(5) ANNUAL FINANCIAL REPORT FOR 2024
(6) PROPOSED FINANCIAL BUDGETS FOR 2025
(7) PROPOSED RE-APPOINTMENT OF AUDITORS FOR 2025
(8) PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES
(9) PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE H SHARES
(10) ABOLITION OF THE SUPERVISORY COMMITTEE AND
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND
ADOPTION OF AMENDED ARTICLES OF ASSOCIATION
(11) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE
FOR THE GENERAL MEETING OF SHAREHOLDERS
(12) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE
FOR THE BOARD OF DIRECTORS
AND
(13) NOTICE OF 2024 ANNUAL GENERAL MEETING

Notices convening the Annual General Meeting of Beijing UBOX Online Technology Corp. be held at Conference Room 401, 4th Floor, Tower A, Tagen Knowledge & Innovation Centre, West Second Shenyun Road, Nanshan District, Shenzhen, PRC on Wednesday, May 28, 2025 at 11:00 a.m. is set out on pages 123 to 127 of this circular. Form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy are also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.uboxol.com) respectively.

Whether or not you intend to attend the Annual General Meeting, you are required to complete the form of proxy in accordance with the instructions printed thereon and return them to the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible but in any event not less than 24 hours before the time appointed for holding the Annual General Meeting (i.e. not later than 11:00 a.m. on Tuesday, May 27, 2025 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof if you so wish.

References to dates and time in this circular are to Hong Kong dates and time. Where the context so permits or requires in this circular, words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders and vice versa.

This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.uboxol.com).

April 29, 2025

CONTENTS

Page

Definitions 1

Letter from the Board

Introduction 5
Annual Report for 2024 5
Work Report of the Board for 2024 5
Work Report of the Supervisory Committee for 2024 5
Profit Distribution Plan for 2024 5
Annual Financial Report for 2024 6
Proposed Financial Budgets for 2025 6
Proposed Re-appointment of Auditors for 2025 6
Proposed Grant of General Mandate to Issue Shares 6
Proposed Grant of General Mandate to Repurchase H Shares 7
Abolition of the Supervisory Committee and Proposed Amendments to the Articles of Association and Adoption of Amended Articles of Association 7
Proposed Amendments to the Rules of Procedure for the General Meeting of Shareholders 8
Proposed Amendments to the Rules of Procedure for the Board of Directors 8
Notice of 2024 Annual General Meeting 9
Proxy Arrangement 9
Voting by Poll 10
Recommendation 10

Appendix I - Explanatory Statement on the Repurchase Mandate 11
Appendix II - Full text of the Amended Articles of Association 15
Appendix III - Full text of the Amended Rules of Procedure for the General Meeting of Shareholders 83
Appendix IV - Full text of the Amended Rules of Procedure for the Board of Directors 104
Notice of 2024 Annual General Meeting 123

DEFINITIONS

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

"Annual General Meeting" or "AGM"
annual general meeting of the Company to be held at Conference Room 401, 4th Floor, Tower A, Tagen Knowledge & Innovation Centre, West Second Shenyun Road, Nanshan District, Shenzhen, PRC on Wednesday, May 28, 2025 at 11:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 123 to 127 of this circular, or any adjournment thereof

"Articles" or "Articles of Association"
articles of association of the Company currently in force

"Audit Committee"
the audit committee of the Board

"Board" or "Board of Directors"
the board of Directors

"Company"
Beijing UBOX Online Technology Corp., a joint stock company established in the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 2429)

"Company Law"
Company Law of the People's Republic of China (中華人民共和國公司法) as amended, supplemented or otherwise modified from time to time

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

"Group"
the Company and its subsidiaries

"H Share(s)"
ordinary share(s) in the ordinary share capital of our Company, with a nominal value of RMB1.00 each, which are listed on the Stock Exchange and subscribed for and traded in Hong Kong Dollars

"H Shareholders(s)"
holder(s) of H Shares

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

"Hong Kong Dollars" or "HK$"
Hong Kong dollars, the lawful currency of Hong Kong

DEFINITIONS

"Issuance Mandate"
a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares (and to sell or transfer Treasury Shares) of not exceeding 20% of the total number of issued Shares (excluding Treasury Shares) as at the date of passing of the proposed special resolution contained in item 10 of the notice of the Annual General Meeting

"Latest Practicable Date"
April 28, 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time)

"Main Board"
the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operated in parallel with GEM of the Stock Exchange

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

"Repurchase Mandate"
a general mandate proposed to be granted to the Directors to repurchase H Shares on the Stock Exchange of not exceeding 10% of the total number of H Shares in issue (excluding any Treasury Shares) as at the date of passing of the proposed special resolution contained in item 11 of the notice of the Annual General Meeting

"RMB"
Renminbi Yuan, the lawful currency of PRC

"Share(s)"
ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, comprising the H Shares and the Unlisted Shares

"Shareholder(s)"
holder(s) of Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Supervisor(s)"
supervisor(s) of the Company

"Supervisory Committee"
the board of supervisory committee of the Company

DEFINITIONS

"Takeovers Code"
The Code on Takeovers and Mergers and Share Buy-backs approved by the Securities and Futures Commission of Hong Kong as amended from time to time

"Treasury Share(s)"
has the meaning ascribed to it under the Listing Rules

"Unlisted Share(s)"
ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and paid for in RMB

"%"
per cent

LETTER FROM THE BOARD

友宝

UBOX

Beijing UBOX Online Technology Corp.

北京友寶在線科技股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2429)

Executive Directors:
Mr. Wang Bin (Chairman)
Mr. Yu Lizhi
Ms. Cui Yan
Mr. Chao Hua

Non-executive Directors:
Mr. Zhu Chao
Ms. An Yufang

Independent Non-executive Directors:
Ms. Guo Wei
Mr. Zhang Chen
Mr. Zhang Changhao

Registered Office:
Room 128
Yunkai Real Estate Office Building
No. 8 Kangbao Road
Economic Development Zone
Miyun District
Beijing
PRC

Headquarters:
4th Floor, Tower A
Tagen Knowledge & Innovation Center
West Second Shenyun Road
Nanshan District
Shenzhen
PRC

Principal Place of Business in Hong Kong:
Room 1922, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong

April 29, 2025

To the Shareholders

Dear Sir/Madam,

LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information on, among others, (i) the annual report for 2024; (ii) the work report of the Board for 2024; (iii) the work report of the Supervisory Committee for 2024; (iv) the profit distribution plan for 2024; (v) the annual financial report for 2024; (vi) the proposed financial budgets for 2025; (vii) the proposed re-appointment of auditors of the Company for 2025; (viii) proposed grant of general mandate to issue Shares; (ix) proposed grant of general mandate to repurchase H Shares; (x) abolition of the Supervisory Committee and proposed amendments to the Articles; (xi) proposed amendments to the Rules of Procedure for the General Meeting of Shareholders; and (xii) proposed amendments to the Rules of Procedure for the Board of Directors, to allow Shareholders to make an informed decision on voting in respect of the resolutions to be proposed at the AGM.

2. ANNUAL REPORT FOR 2024

An ordinary resolution will be proposed at the AGM to approve the annual report of the Company for the year ended December 31, 2024 (the “2024 Annual Report”). Please refer to the 2024 Annual Report which was published on both the websites of the Stock Exchange and the Company on April 28, 2025.

3. WORK REPORT OF THE BOARD FOR 2024

In line with the requirements of the Articles, the work report of the Board for 2024 has been considered and approved by the Board, and is hereby proposed at the AGM for consideration. The full text of the work report of the Board is set out in the 2024 Annual Report, which was published on both the websites of the Stock Exchange and the Company on April 28, 2025.

4. WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024

In line with the requirements of the Articles, the work report of the Supervisory Committee for 2024 has been considered and approved by the Supervisory Committee, and is hereby proposed at the AGM for consideration. The full text of the work report of the Supervisory Committee is set out in the 2024 Annual Report, which was published on both the websites of the Stock Exchange and the Company on April 28, 2025.

5. PROFIT DISTRIBUTION PLAN FOR 2024

Based on the operating results, financial position and future development plan of the Company, the Board does not recommend the payment of a final dividend for the year ended December 31, 2024.

The profit distribution plan for 2024 has been considered and approved by the Board, and is hereby proposed at the AGM for consideration.

LETTER FROM THE BOARD

6. ANNUAL FINANCIAL REPORT FOR 2024

An ordinary resolution will be proposed at the AGM to approve the consolidated financial statements of the Group and the report of the auditors of the Company for the year ended December 31, 2024. The full text of the consolidated financial statements of the Group and the report of the auditors of the Company for the year ended December 31, 2024 is set out in the 2024 Annual Report, which was published on both the websites of the Stock Exchange and the Company on April 28, 2025.

7. PROPOSED FINANCIAL BUDGETS FOR 2025

An ordinary resolution will be proposed at the AGM to approve the annual financial budget plan of the Company for 2025. The annual financial budget plan to be approved is prepared with reference to the Company's historical results and development targets for 2025.

8. PROPOSED RE-APPOINTMENT OF AUDITORS FOR 2025

In accordance with Rule 13.88 of the Listing Rules, an ordinary resolution will be proposed at the AGM to re-appoint PricewaterhouseCoopers ("PwC") as the auditors of the Company for the year 2025 and until the next annual general meeting of the Company, to provide annual financial report audit services or other related consultancy services for the year 2025, and to authorize the Board to fix their remuneration.

The appointment of the auditors of the Company has been reviewed by the Audit Committee which made recommendation to the Board that the appointment be submitted and proposed for Shareholders' approval at the AGM. As PwC is relatively familiar with the Group's financials and affairs, the Board considers that the audit and other related work in respect of the Group for the year ending December 31, 2025 could be performed more efficiently by PwC, which is in the best interests of the Company and the Shareholders as a whole.

9. PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES

In order to ensure greater flexibility and give discretion to the Directors to issue Shares if and when appropriate, a special resolution will be proposed at the AGM to approve the grant of a general mandate to the Directors to exercise the powers of the Company to allot, issue or deal with additional Shares (and to sell or transfer Treasury Shares) of not exceeding 20% of the total number of issued Shares (excluding Treasury Shares) as at the date of passing of the relevant resolution. As at the Latest Practicable Date, there were 831,470,933 Shares in issue. Subject to the passing of the relevant resolution and on the basis that no further Shares are issued after the Latest Practicable Date and up to the date of the AGM, a maximum of 166,294,186 Shares (representing 20% of the Shares in issue), can be allotted, issued and/or dealt with, and, in the case of Treasury Shares, be sold or transferred by the Board pursuant thereto.

LETTER FROM THE BOARD

The Issuance Mandate will expire upon the earliest of: (i) the conclusion of the next annual general meeting following the passing of the relevant resolution; (ii) the date of expiration of 12 months from the date of passing of the relevant resolution at the AGM; or (iii) the date on which the authority is revoked or varied by a special resolution of Shareholders at a general meeting.

10. PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE H SHARES

At the 2024 first extraordinary general meeting of the Company held on October 23, 2024, a general mandate was granted to the Directors to repurchase H Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase H Shares if and when appropriate, a special resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to repurchase H Shares on the Stock Exchange of not exceeding 10% of the total number of issued H Shares (excluding any Treasury Shares) of the Company as at the date of passing of the proposed special resolution contained in item 11 of the notice of the Annual General Meeting (i.e. a total of 753,364,259 H Shares on the basis that the issued H share capital of the Company remains unchanged on the date of the Annual General Meeting).

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate is set out in Appendix I to this circular.

11. ABOLITION OF THE SUPERVISORY COMMITTEE AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ADOPTION OF AMENDED ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated April 28, 2025 in relation to, among others, the proposed amendments to the Articles of Association and the adoption of amended Articles of Association.

According to the Company law (2023 Amendments) and other relevant regulations, and in light of the actual circumstances of the Company, the Company will abolish the Supervisory Committee. The functions and powers of the Supervisory Committee shall be exercised by the Audit Committee and the Rules of Procedure of the Supervisory Committee and other relevant procedures shall be repealed accordingly, and the relevant provision of the Company's Articles of Association shall also be amended correspondingly. In addition, the Company completed the placing of new H Shares on March 14, 2025. Therefore, the total issued share capital and the total number of H shares in issue in the Articles of Association shall be amended accordingly. In response to the aforementioned, in accordance with the provisions of the Company Law (2023 Amendments), the Guidelines for the Articles of Association of Listed Companies, and other relevant laws and regulations, the Board resolved to amend the relevant provisions of the Articles of Association to reflect the aforementioned updates.

LETTER FROM THE BOARD

The full text of the amended Articles of Association is set out in Appendix II to this circular. The English translation of the amended Articles of Association is for reference only. In case of any discrepancy or inconsistency between the Chinese version and its English translation, the Chinese version shall prevail. The amendments to the Articles of Association and adoption of amended Articles of Association will be subject to the approval by the Shareholders at the AGM by way of a special resolution.

The legal advisers to the Company as to Hong Kong laws and laws of the PRC have respectively confirmed that the amendments to the Articles of Association to comply with the requirements of the Listing Rules and the applicable laws of the PRC. The Company has confirmed that there is nothing unusual about the amendments for a company incorporated in the PRC and listed on the Stock Exchange.

12. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE GENERAL MEETING OF SHAREHOLDERS

According to the Company law (2023 Amendments) and other relevant regulations, the Company will abolish the Supervisory Committee and the functions and powers of the Supervisory Committee will be exercised by the Audit Committee, the Company proposed to amend the relevant provisions Rules of Procedure for the General Meeting of Shareholders accordingly.

The full text of the amended Rules of Procedure for the General Meeting of Shareholders are set out in Appendix III to this circular. The English translation of the amended Rules of Procedure for the General Meeting of Shareholders is for reference only. In case of any discrepancy or inconsistency between the Chinese version and its English translation, the Chinese version shall prevail. The amendments to the Rules of Procedure for the General Meeting of Shareholders will be subject to the approval by the Shareholders at the AGM by way of an ordinary resolution.

13. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS

The full text of the amended Rules of Procedure for the Board of Directors are set out in Appendix IV to this circular. The English translation of the amended Rules of Procedure for the Board of Directors is for reference only. In case of any discrepancy or inconsistency between the Chinese version and its English translation, the Chinese version shall prevail. The amendments to the Rules of Procedure for the Board of Directors will be subject to the approval by the Shareholders at the AGM by way of an ordinary resolution.

LETTER FROM THE BOARD

14. NOTICE OF 2024 ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting at Conference Room 401, 4th Floor, Tower A, Tagen Knowledge & Innovation Centre, West Second Shenyun Road, Nanshan District, Shenzhen, PRC on Wednesday, May 28, 2025 at 11:00 a.m. is set out on pages 123 to 127 in this circular. In order to ascertain holders of H Shares who are entitled to attend the Annual General Meeting, the register of members of holders of H Shares of the Company will be closed from Friday, May 23, 2025 to Wednesday, May 28, 2025 (both days inclusive). H Shareholders whose names appear on the register of members of the Company on May 28, 2025 are entitled to attend and vote at the Annual General Meeting. Holders of H Shares who intend to attend the Annual General Meeting are required to deposit the share certificates together with the transfer documents at the H Share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong before 4:30 p.m. on Thursday, May 22, 2025.

The proxy form for the AGM is enclosed in this circular. Whether or not you are able to attend the AGM, you are advised to read the notice of the AGM carefully and to complete the enclosed proxy form in accordance with the instructions printed thereon and return to the H Share registrar of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for holders of H Shares) or the Company's headquarters at 4th Floor, Tower A, Tagen Knowledge & Innovation Center, West Second Shenyun Road, Nanshan District, Shenzhen, PRC by hand or by post no later than 24 hours before the time appointed for convening the AGM (i.e. not later than 11:00 a.m. on Tuesday, May 27, 2025 (Hong Kong time)) or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting at the AGM or any adjourned meeting(s) thereof in person if you so wish.

15. PROXY ARRANGEMENT

Form of proxy for use at the Annual General Meeting is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.uboxol.com). Whether or not you intend to attend the Annual General Meeting you are required to complete and sign the form of proxy in accordance with the instructions printed thereon and return it to the Company's H share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for holders of H Shares) or the Company's headquarters at 4th Floor, Tower A, Tagen Knowledge & Innovation Center, West Second Shenyun Road, Nanshan District, Shenzhen, PRC, not less than 24 hours before the time fixed for the holding of the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting if you so wish and in such event the form of proxy shall be deemed to be revoked.

LETTER FROM THE BOARD

16. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at the Annual General Meeting must be taken by poll except where the chairman of the meeting decides to allow a resolution solely in respect of a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolutions as set out in the notice of the Annual General Meeting will be voted on by poll. The poll results will be published on the HKEXnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the website of the Company at www.uboxol.com upon the conclusion of the Annual General Meeting.

To the best knowledge of the Company, none of the Shareholders or their respective associates is deemed to have a material interest in any of the resolutions to be proposed at the Annual General Meeting, and therefore no Shareholder is required to abstain from voting on any of the resolutions.

17. RECOMMENDATION

The Directors consider that all matters proposed to be approved at the AGM are in the interests of the Group and the Shareholders as a whole and accordingly recommend the Shareholders to vote in favour of the resolution(s) to be proposed at the AGM.

Yours faithfully,

For and on behalf of the Board

Beijing UBOX Online Technology Corp.

Wang Bin

Chairman and Executive Director

10 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the special resolution to be proposed at the Annual General Meeting in relation to the granting of the Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 753,364,259 H Shares and 78,106,674 Unlisted Shares.

Subject to the passing of the special resolution set out in item 11 of the notice of the Annual General Meeting in respect of the granting of the Repurchase Mandate and on the basis that the issued H Shares remain unchanged on the date of the Annual General Meeting, i.e. being 753,364,259 H Shares, the Directors would be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a total of 75,336,425 H Shares, representing 10% of the total number of H Shares in issue (excluding any Treasury Shares) as at the date of the Annual General Meeting.

References are made to the announcements of the Company dated November 15 and 25, 2024, January 8, 2025, April 3, 2025 and April 8, 2025 (the "H Share Full Circulation Announcements") in relation to the proposed implementation of the H Share Full Circulation by the Company and the progress thereof. In the event that the Conversion and Listing (as defined in the H Share Full Circulation Announcements) materializes, the issued share capital of the Company will comprise 789,012,003 H Shares and 42,458,930 Unlisted Shares with a nominal value of RMB1.00 each. Accordingly, the maximum number of H Shares the Company may repurchase pursuant to the Repurchase Mandate will be 78,901,200, representing 10% of the total number of H Shares in issue (excluding any Treasury Shares) after the completion of the Conversion and Listing.

If the Company repurchases any H Shares pursuant to the Repurchase Mandate, the Company may (i) cancel the H Shares repurchased and/or (ii) hold such H Shares in treasury, subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of H Shares are made.

REASONS FOR SHARE REPURCHASE

The Directors believe that the granting of the Repurchase Mandate is in the best interests of the Company and the Shareholders.

Shares repurchase may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

FUNDING OF SHARE REPURCHASE

The company may only apply funds legally available for share repurchase in accordance with its Articles of Association, the laws of the PRC and/or any other applicable laws, as the case may be.

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

4. IMPACT OF SHARE REPURCHASE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2024) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous 12 months up to and including the Latest Practicable Date were as follows:

| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| April | 19.90 | 15.60 |
| May | 18.60 | 13.80 |
| June | 29.40 | 12.50 |
| July | 21.95 | 13.82 |
| August | 20.05 | 14.60 |
| September | 19.38 | 9.90 |
| October | 14.22 | 9.42 |
| November | 11.28 | 3.72 |
| December | 4.71 | 3.37 |
| 2025 | | |
| January | 3.73 | 2.73 |
| February | 3.64 | 2.88 |
| March | 3.83 | 2.75 |
| April (up to the Latest Practicable Date) | 2.89 | 2.11 |

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Directors will exercise the power of the Company to repurchase Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the PRC.

The Company has confirmed that neither the explanatory statement nor the proposed share repurchase has any unusual features.

TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Mr. Wang Bin was directly interested in 135,573,100 Shares (comprising 94,901,170 H Shares and 40,671,930 Unlisted Shares). In the event that the Directors exercise the Repurchase Mandate in full and assuming that the exercise of the Repurchase Mandate was conducted prior to the completion of the Conversion and Listing (as defined in the H Share Full Circulation Announcements), Mr. Wang Bin would be able to exercise or control the exercise of voting rights attaching to approximately 17.93% of the issued share capital of the Company. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. Further, to the best knowledge, information and belief of the Company, having taking into account the voting rights held or controlled by the Shareholders as at the Latest Practicable Date, the Directors consider that the increase in aggregate control over the voting rights of the any Shareholder in the event that the Board exercises the proposed Repurchase Mandate in full would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, save as disclosed above, to the best knowledge and belief of the Directors, the Directors are not aware of any consequence which may arise under the Takeovers Code or any similarly applicable laws as a consequence of any repurchase of Shares under the general mandate for the repurchase of Shares. Notwithstanding the above, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code, or consequences that would arise under any similar applicable law of which the Directors are aware.

13 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the repurchase would result in less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital being held in public hands. The Directors do not propose to repurchase Shares which would result in the number of Shares in public hands falling below the prescribed minimum percentage of 25%.

SHARE REPURCHASE MADE BY THE COMPANY

During the 6 months prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).

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APPENDIX II
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Beijing UBOX Online Technology Corp.
北京友寶在線科技股份有限公司

Articles of Association

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Chapter 1 General Provisions [●]
Chapter 2 Business Purposes and Scope [●]
Chapter 3 Shares, Registered Capital and Share Transfer [●]
Chapter 4 Change in Share Capital and Share Repurchase [●]
Chapter 5 Register of Members [●]
Chapter 6 Rights and Obligations of the Shareholders [●]
Chapter 7 General Meeting [●]
Chapter 8 The Board of Directors [●]
Chapter 9 Independent Non-executive Directors [●]
Chapter 10 Special Committees of the Board of Directors [●]
Chapter 11 Senior Management Members [●]
Chapter 12 Financial and Accounting System, Profit Distribution and Audit [●]
Chapter 13 Merger, Division, Capital Increase, Reduction of Capital, Dissolution and Liquidation [●]
Chapter 14 Amendments to the Articles of Association [●]
Chapter 15 Notices [●]
Chapter 16 Supplementary Provisions [●]

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Chapter 1 General Provisions

Article 1 In order to safeguard the legitimate rights and interests of Beijing UBOX Online Technology Corp. (北京友寶在線科技股份有限公司) (the "Company"), its shareholders, staff and creditors, and to regulate the organization and activities of the Company, these Articles of Association are formulated in accordance with 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 Trial Measures for Administration of the Overseas Securities Offering and Listing by Domestic Enterprises (the "Trial Measures"), the Guidelines for Articles of Association of Listed Companies (the "Guidelines for Articles of Association"), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and other relevant regulations.

Article 2 The Company is a joint stock company with limited liability established in accordance with the Company Law, the Trial Measures, and other relevant laws, administrative regulations or regulatory documents of the People's Republic of China (the "PRC").

The Company is a joint stock company with limited liability established through the complete reorganization of Beijing UBOX Technology & Trade Company Limited (北京友寶科貿有限公司) ("UBOX Technology & Trade") by converting the audited net assets of UBOX Technology & Trade as of July 31, 2015 to 450,000,000 ordinary shares with a par value of RMB1 each by all promoters. The Company was established as a joint stock company with limited liability upon the complete reorganization. On September 10, 2015, the Company was registered with the Miyun Branch of Beijing Municipal Administration for Market Regulation and obtained the Business License. The Company's unified social credit code: 911102285906416830.

Article 3 As approved by The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") on November 2, 2023, the Company initially issued 22,576,500 ordinary shares to public, and all of which are overseas-listed foreign shares. On November 3, 2023, such overseas-listed foreign shares were listed on the Hong Kong Stock Exchange.

Article 4 Registered Chinese name of the Company: 北京友寶在線科技股份有限公司.

English name of the Company: Beijing UBOX Online Technology Corp.

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Article 5
Company address: Room 128, Yunkai Real Estate Office Building, No. 8 Kangbao Road, Economic Development Zone, Miyun District, Beijing, China, postal code: 101500.

Article 6
The registered capital of the Company is RMB831,470,933.

Article 7
The Company is a permanently existing joint stock limited company.

Article 8
The chairman of the Board shall be the legal representative of the Company. If the Director or the general manager who serves as the legal representative resigns, he/she shall be deemed to have resigned from the position of the legal representative at the same time. If the legal representative resigns, the Company shall appoint a new legal representative within thirty days from the date of resignation of the legal representative.

Article 9
The Company shall bear the legal consequences arising from the civil activities conducted by the legal representative in the name of the Company.

The limitation on the functions and powers of the legal representative in the Articles of Association or by the general meeting shall not be asserted against a bona fide counterpart.

Where the legal representative causes damage to any other person in the performance of his/her duties, the Company shall bear civil liability for such damage. The Company may, after bearing such civil liability, seek indemnification from the legal representative at fault in accordance with laws or the Articles of Association.

Article 10
Shareholders shall assume liabilities to the Company to the extent of the shares subscribed by them. The Company shall be liable for its debts to the extent of its total assets.

Article 11
Once effective, the Articles of Association shall constitute a legally binding document to regulate the organization and activities of the Company, the rights and obligations between the Company and its shareholders and among the shareholders. The Articles of Association shall be legally binding on the Company and its shareholders, directors and senior management. In accordance with the Articles of Association, a shareholder may take legal action against shareholders; shareholders may take legal action against the directors and senior management of the Company; shareholders may take legal action against the Company; the Company may take legal action against its shareholders, directors and other senior management.

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Article 12

The "senior management" as referred to in the Articles of Association refers to the Company's general manager, deputy general manager, chief financial officer, secretary to the board of directors, and other persons who are explicitly appointed by the board of directors as the senior management of the Company. The "general manager" and "deputy general manager" as mentioned in the Articles of Association refer to "manager" and "deputy manager" in the Company Law, and the "chief financial officer" is the "person in charge of finance" in the Company Law, and "independent non-executive director" is the "independent director" in the Company Law.

Chapter 2 Business Purposes and Scope

Article 13

The business purposes of the Company are: to realize scientific management and efficient operation by building more advanced modern corporate organization systems that are in compliance with regulatory requirements, thereby enhancing the comprehensive competitiveness of the Company.

Article 14

Upon registration according to law, the business scope of the Company is: general items: technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; ticketing agency services; organize cultural and artistic exchange activities; corporate image planning; advertising publication; advertising design and agency; domestic cargo transport agency; vending machine sale; commercial, catering and service specialized equipment; stationery retail; wholesale and retail of sporting goods and equipment; retail of arts and crafts and collectibles (except ivory and its products); daily necessities sale; general merchandise sale; machinery and equipment sale; mechanical equipment leasing; machinery and equipment research and development; maintenance of electronic and mechanical equipment (excluding special equipment); metal materials sale; metal products sale; communication equipment sale; computer hardware and software and auxiliary equipment retail; clothing and apparel retail; textiles and knitted fabrics and raw materials sale; Class I medical devices sale; Class II medical devices sale; raw nuts and dried fruit sale; fresh fruit retail; fresh vegetable sale; other cultural and artistic brokerage agents; information consulting services (excluding licensing information consulting services); leasing services (excluding licensing leasing services); cosmetics sale; electronic products sale; information technology consultation services; food sale (only prepackaged foods); health foods (prepackaged) sale. (Except for the items subject to approval in accordance with the laws, all other items shall independently commence operation with business licenses in accordance with the laws) (and shall not engage in the business activities of projects prohibited and restricted by industrial policies of the state and this city.)

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The above business scope shall be subject to the items approved by the competent market supervision and administration authority. The Company can change the business scope and proceed with the relevant change of registration procedures in accordance with laws based on domestic and overseas market change, business development and its own capability.

Chapter 3 Shares, Registered Capital and Share Transfer

Article 15

The shares of the Company shall take the form of share certificates. The shares issued by the Company shall have a par value of RMB1 each.

The term "RMB" as mentioned in the preceding paragraph refers to the legal currency of China.

Article 16

The shares of the Company shall be issued in accordance with the principles of openness, fairness and justice. Each share of the same class shall carry the same rights. Shares of the same class and in the same issue shall be issued on the same conditions and at the same price. Subscriber pays the same price for each of the Shares it/he/she subscribes for.

Article 17

Shares issued by the Company to domestic investors for subscription in Renminbi shall be referred to as "domestic shares", and shares issued by the Company to overseas investors for subscription in foreign currency shall be referred to as "foreign shares". Foreign shares which are listed outside the PRC shall be referred to as "overseas-listed foreign shares". Both holders of domestic shares, holders of foreign shares and holders of overseas-listed foreign shares are ordinary shareholders who have same obligations and rights.

Foreign currency referred to in the preceding paragraph means a freely convertible legal currency of other countries or regions (other than Renminbi) which is recognized by the competent foreign exchange administration authority of the PRC and can be used for payment of the Company's shares. In the preceding paragraph, "foreign investors" mean those investors from foreign countries and from the regions of Hong Kong Special Administrative Region ("Hong Kong"), Macau Special Administrative Region ("Macau") and Taiwan who subscribe for shares issued by the Company, and "domestic investors" mean those investors within the territory of the PRC excluding the regions mentioned above who subscribe for shares issued by the Company.

The overseas-listed foreign shares issued by the Company and listed in Hong Kong ("H Shares") are shares which have been admitted for listing on the Hong Kong Stock Exchange, the par value of which is denominated in Renminbi, and which are subscribed for and traded in Hong Kong dollars.

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Article 18

The Company issued 450,000,000 ordinary shares with a par value of RMB1 each to its promoters upon its establishment. The number of shares subscribed for by each promoter is as follows:

#	Name of promoter	Number of shares subscribed for (shares)	Percentage of shareholding
1	Wang Bin	128,573,100	28.5718%
2	Shen Guojun	49,356,900	10.9682%
3	Xu Ge	44,387,550	9.8639%
4	Chen Kunrong	41,940,450	9.3201%
5	Huang Cinan	34,309,350	7.6243%
6	Lin Rong	33,446,700	7.4326%
7	Wu Songfeng	33,446,700	7.4326%
8	Li Minghao	22,291,650	4.9537%
9	Huazhu Investment (Shanghai) Co., Ltd.	16,109,100	3.5798%
10	Wen Ruifeng	10,562,400	2.3472%
11	Hainan Changyang Venture Capital Co., Ltd.	9,598,500	2.1330%
12	Zhou Jianghua	8,802,000	1.9560%
13	Chongqing Hanergy Venture Capital Center (L.P.)	4,308,750	0.9575%
14	Jiaxing Yingfei Investment Center (L.P.)	4,228,650	0.9397%
15	Horgos Fengmao Equity Investment	4,179,600	0.9288%
16	Management Partnership (L.P.) Yi Jiaping	2,263,950	0.5031%
17	Nanjing Hanergy Venture Capital Center (L.P.)	1,137,600	0.2528%
18	Beijing Hanergy Zhonghong Investment Center (L.P.)	1,057,050	0.2349%
	Total	450,000,000	100%

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Article 19
The Company has 831,470,933 shares in total. The share capital structure of the Company is as follows: 831,470,933 ordinary shares.

Article 20
The domestic shares issued by the Company are centrally deposited in China Securities Depository and Clearing Co., Ltd. The Company’s H Shares are mainly under the custody of Central Depository of the Hong Kong Securities Clearing Company Limited and may also be held by shareholders in their own names.

Article 21
Shares of the Company shall be freely transferred according to law.

Article 22
The Company shall not accept any shares of the Company as the subject of a pledge.

Article 23
Shares issued prior to the public offering of the Company shall not be transferred within one year from the date on which the shares of the Company are listed and traded on the stock exchange(s).

The directors and senior management of the Company shall declare to the Company the shares held by them and the changes thereof. During the term of office determined at the time assuming the position, the shares transferred by any of them each year shall not exceed 25% of the total shares of the same class of the Company they hold. The shares of the Company held by the aforesaid persons shall not be transferred within one year from the date when the shares of the Company are listed and traded in a stock exchange. If any of the aforesaid persons leaves from his post, he shall not transfer the shares of the Company that he holds within six months from such departure. If the listing rules of the stock exchange in which the shares of the Company are listed provide otherwise on restrictions on transfers of H Shares, such rules shall prevail.

Article 24
All or part of domestic shares may be converted into overseas-listed shares that can be listed and traded on overseas stock exchanges. The listing and trading of the above shares on overseas stock exchanges shall also comply with the regulatory procedures, regulations and requirements of such overseas stock markets. No general meeting is required with respect to the conversion and/or transfer of the above shares and their listing and trading on overseas stock exchanges. The overseas-listed shares converted from the domestic shares are the same class of shares as the original overseas-listed shares.

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Article 25

The Company shall not provide financial assistance for others to obtain the shares of the Company or its parent company in the form of gifts, advances, guarantees loans, except for the implementation of the employee share scheme by the Company.

For the benefit of the Company, the Company may provide financial assistance for others to obtain shares of the Company or its parent company by a resolution of the general meeting or resolution of the board of director in accordance with the Articles of Association or the authorization of the general meeting, and subject to the listing rules (including the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong) of the place where the Company's shares are listed, provided that the aggregate amount of financial assistance shall not exceed 10% of the total issued share capital. Resolutions of the board of directors shall be passed by more than two-thirds of all directors.

Chapter 4 Change in Share Capital and Share Repurchase

Article 26

In light of its operation and development needs and in accordance with laws and regulations and resolutions of the general meeting, the Company may increase its capital by the following means:

(I) Issue of shares to unspecified parties;

(II) Issue of shares to specified parties;

(III) Allotting bonus shares to existing shareholders;

(IV) Capitalizing its capital reserve funds;

(V) Other methods permitted by laws and administrative regulations and approved by relevant regulatory authorities.

Upon approval to increase the Company's capital through issuance of new shares according to the provisions of the Articles of Association, the matter shall be dealt with in accordance with the procedures of relevant laws, administrative regulations of the PRC and supervision rules of the region where the shares of the Company are listed.

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Article 27
The Company may reduce its registered capital. The reduction in registered capital of the Company shall comply with the procedures stipulated in the Company Law, other relevant regulations and the Articles of Association.

Article 28
The Company shall not acquire its own shares unless in any of the following circumstances:

(I) to reduce the registered capital of the Company;

(II) to merge with other companies that hold shares in the Company;

(III) to use the shares for employee shareholding schemes or as share incentives;

(IV) to acquire the shares of shareholders (upon their request) who vote against any resolution adopted at any general meetings on the merger or division of the Company;

(V) to use the shares to satisfy the conversion of those corporate bonds convertible into shares issued by the Company;

(VI) to safeguard corporate value and shareholders’ equity as the Company deems necessary;

(VII) other circumstances as permitted by laws, administrative regulations and listing rules of the stock exchange on which the Company’s shares are listed.

Article 29
The Company can acquire its own shares through public centralized trading or other means as permitted by laws, administrative rules and the relevant regulatory bodies.

Where the Company acquires its own shares under the circumstances set forth in items (III), (V) and (VI) of paragraph 1 of Article 28 hereof, it shall be conducted through public centralized trading.

Article 30
Where the Company acquires its own shares for reasons set forth in items (I), (II) of Article 28 hereof, it shall be resolved by the shareholders at a general meeting; where the Company acquires its own shares for reasons set forth in items (III), (V), (VI) of Article 28 hereof, a resolution thereon may, pursuant to the requirements of the Articles of Association or the mandate of the shareholders’ general meeting, be resolved at a board meeting that is attended by at least two-thirds of all directors.

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Upon the acquisition of its shares by the Company pursuant to the provisions under Article 28 hereof, under the circumstance set forth in items (I), the shares so acquired shall be cancelled within 10 days after the said acquisition; under the circumstances set forth in items (II) and (IV), the shares so acquired shall be transferred or cancelled within six months. For the shares repurchased pursuant to the provisions under items (III), (V) and (VI) of Article 28 hereof, the total number of shares held by the Company shall not exceed 10% of its total issued shares, and the shares so acquired shall be transferred or cancelled within three years.

Where the relevant laws and regulations, regulatory documents and relevant provisions for the securities regulatory authority at the places where the shares of the Company are listed have any provisions in respect of the matters relating to the aforesaid share repurchase, such provisions shall prevail.

Article 31

The Company shall apply to the original company registration authority for registration of change of the registered capital in the event that the shares repurchased are cancelled by the Company. The aggregate par value of the cancelled shares shall be deducted from the Company's registered capital.

Chapter 5 Register of Members

Article 32

The Company shall establish a register of members based on the certificates provided by the securities registration authority, and the register of members shall be the sufficient evidence of the shareholders' shareholding in the Company. A shareholder shall enjoy relevant rights and assume relevant obligations in accordance with the class of shares he/she holds. Shareholders holding the same class of shares shall have the same rights and assume the same obligations.

Article 33

Pursuant to the understanding and agreement reached between the securities regulatory authority of the State Council and the overseas securities regulatory authorities, the Company may keep the original overseas-listed foreign share register overseas and appoint overseas agent(s) to manage it. The original copy of the register of holders of overseas-listed foreign shares listed in Hong Kong shall be kept in Hong Kong.

The Company shall ensure the register of holders of overseas-listed foreign shares be made available to shareholders free of charge within business hours at office of the authorized overseas agency. Upon publish of notice through advertisement in designated newspapers or any other newspapers designated by any designated stock exchange, or through any electronic media by any means acceptable to the designated stock exchange, the register of holders of overseas-listed

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foreign shares may be closed at such times or for such periods not exceeding in the whole 30 days in each year as the board of directors may determine, either generally or in respect of any class of shares.

The Company shall maintain a duplicate of the register of holders of overseas-listed foreign shares at its place of domicile. The designated overseas agent(s) shall ensure consistency between the original version and the duplicate register of holders of overseas-listed foreign shares at all times.

If there is any inconsistency between the original and the duplicate register of holders of overseas-listed foreign shares, the original version shall prevail.

Article 34

All transfers of H Shares shall be accompanied with a written transfer instrument in ordinary or common format or in any other format acceptable to the board of directors (including the standard transfer format or transfer form specified by the Hong Kong Stock Exchange from time to time); the transfer instrument must be signed by hand, and if the transferor or the transferee is a corporate entity, the corporate seal shall be attached to the instrument. If the transferor or the transferee is a recognized clearing house defined under the Hong Kong laws effective from time to time or its agent, the transfer instrument may be signed by hand or in machine-imprinted format. All transfer instruments shall be archived at the legal address of the Company or other address designated by the board of directors from time to time.

Article 35

Within 20 days before general meetings or within 5 days before the record date set by the Company for the purpose of distribution of dividends, no changes to the register of members due to share transfers shall be registered. Requirements on the closure of register of members before general meetings or record dates for determining the entitlement to dividends prescribed by laws, regulations or relevant stock exchanges or securities regulatory authorities of the regions where shares of the Company are listed shall be observed.

Article 36

When the Company convenes the general meeting, pays dividends, goes into liquidation or is involved in other actions that require the confirmation of shareholders' identity, the board of directors or the convener of the general meeting shall fix a date for ascertainment of shareholding. Upon the close of such date, the shareholders whose names appear on the register of members shall be the shareholders entitled to relevant rights and interests.

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Chapter 6 Rights and Obligations of the Shareholders

Article 37

Holders of shares of the Company shall enjoy the following rights:

(I) the right to dividends and other distributions in proportion to the number of shares held;

(II) the right to request, call, preside over, attend or appoint proxies to attend general meetings and to exercise the corresponding voting right in accordance with the laws;

(III) the right to supervise the Company’s operations, making suggestions or enquiries;

(IV) the right to review and copy the Articles of Association, register of shareholders, minutes of general meetings, resolutions made at meetings of the board of directors, resolutions made at meetings of the supervisory board, financial and accounting reports. A qualified shareholder may inspect the accounting books and vouchers of the Company;

(V) the right to inspect and copy the Articles of Association, the registers of members, the minutes of shareholders’ meetings, resolutions of the meetings of the board of directors, the financial and accounting reports, shareholders who meet the requirements may inspect the accounting books and accounting vouchers of the Company;

(VI) in the event of the termination or liquidation of the Company, the right to participate in the distribution of the remaining property of the Company in proportion to the number of shares held;

(VII) to request the Company to acquire shares held by shareholders who oppose the resolutions in relation to corporate merger or spin-off as raised at the shareholders’ meetings;

(VIII) such other rights conferred by laws, administrative regulations, departmental rules, the listing rules of the place where the Company’s shares are listed, or the Articles of Association.

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Article 38
When a shareholder requests to have access to the information mentioned in the preceding Article, he/she shall present documentary evidence to prove the class and amount of shareholding. The Company shall comply with the shareholder’s request after verifying his/her identity.

Shareholders shall keep confidential the Company’s trade secrets and make reasonable use of the Company’s information in exercise of the above information right. Shareholders shall be liable for compensation if they violate their confidentiality obligations and cause damages to the Company.

Article 39
In the event that any resolution of the general meeting or the board of directors of the Company violates laws or administrative regulations, any shareholder is entitled to request the People’s Court to deem it as invalid.

In the event that the convening procedure or voting method of the general meeting or meeting of the board of directors is in violation of laws, administrative regulations or the Articles of Association, or resolution of which violates the Articles of Association, any shareholder is entitled to ask the People’s Court to overturn it within 60 days after the resolution was made, unless there is only a slight defect in the procedure of convening or the method of voting at the shareholders’ meetings or Board meetings, which has no substantive impact on the resolution.

Where relevant parties such as the board of directors or the shareholders dispute the validity of a resolution passed at the general meeting, they should file a lawsuit with the People’s Court in a timely manner. Before the People Court hands down any judgement or ruling as rescinded the resolution, the relevant parties shall have to implement the resolution of the general meeting. The Company, the directors and senior management shall diligently perform their duties and ensure the normal operation of the Company.

Where the People’s Court has handed down a judgement or ruling on the relevant matter, the Company shall fulfill the obligation of information disclosure in accordance with the laws, administrative regulations and the listing rules of the stock exchange where the Company’s shares are listed, which shall include a full account of the impact, and shall actively implement in compliance with such judgement or ruling after the same comes into effect. Where rectification of previous executed matters is involved, such rectification shall be promptly processed and the obligation of information disclosure shall be fulfilled accordingly.

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Article 40
In the event of one of the following circumstances, a resolution of the general meeting or board of directors shall not be valid:

(I) The resolution has been made without the convening of a general meeting or meeting of the board of directors;

(II) The resolution has been made without voting at the general meeting or meeting of the board of directors;

(III) The number of persons attending or votes represented at the meeting does not reach the number of persons attending or votes represented as stipulated under the Company Law or the Articles of Association;

(IV) The number of persons attending or votes represented at the meeting voting in favour of the matter to be resolved does not reach the number of persons attending or votes represented as stipulated under the Company Law or the Articles of Association.

Article 41
Where a director other than members of the audit committee or senior management contravenes the laws, administrative regulations or the Articles of Association in the performance of his/her duties resulting in any loss to the Company, shareholder(s) holding individually or in aggregate no less than 1% of the Company’s shares consecutively for at least 180 days shall have the right to request in writing that the audit committee institute litigation in a People’s Court. Where a member of audit committee violates the laws, administrative regulations or the Articles of Association in the discharge of his/ her duties resulting in any loss to the Company, such shareholder(s) may request in writing that the board of directors institute litigation in a People’s Court.

If the audit committee or the board of directors refuses to commence litigation upon receipt of the shareholder’s written request under the preceding paragraph, or does not commence litigation within 30 days upon receipt of the request, or the situation is so urgent that without an immediate litigation it will cause irreparable losses to the Company, the shareholders so entitled under the previous paragraph may commence litigation directly at the People’s Court under their own names for the interest of the Company.

If any person intervenes with the lawful interests of the Company and result in losses suffered by the Company, a shareholder so entitled under the first paragraph of this Article may commence litigation at the People’s Court in accordance with the two preceding paragraphs.

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Where the directors, supervisors or senior management of the Company's wholly-owned subsidiary violate provisions under the laws, administrative regulations or the Articles of Association in their performance of duties resulting in loss to the Company, or loss caused by infringement upon the Company's wholly-owned subsidiary lawful rights and interests by other parties, shareholders individually or in aggregated holding 1% or more of the Company's shares for over 180 consecutive days may request in writing the supervisory committee or the board of directors of the wholly-owned subsidiary to file a lawsuit with the People's Court or may file a lawsuit with the People's Court directly in their own names in accordance with provisions of the first three paragraphs of Article 189 of the Company Law.

Article 42

Where a director or senior management contravenes any laws, administrative regulations or the Articles of Association in infringement of shareholders' interests, a shareholder may institute litigation at a People's Court.

Article 43

Holders of shares of the Company shall have the following obligations:

(I) to abide by laws, administrative regulations, the listing rules of the place where shares of the Company are listed and the Articles of Association;

(II) to pay the share subscription price based on the shares subscribed for by them and the method of acquiring such shares;

(III) not to withdraw their share capital unless prescribed otherwise in laws and regulations;

(IV) not to abuse shareholders' rights to infringe upon the interests of the Company or other shareholders; not to abuse the Company's status as an independent legal entity or the limited liability of shareholders to harm the interests of the Company's creditors;

(V) to assume other obligations required by laws, administrative regulations, the listing rules of the place where shares of the Company are listed and these Articles of Association.

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Any shareholder who abuses shareholders' rights and causes the Company or other shareholders to suffer a loss shall be liable for making compensation in accordance with the law. Any shareholder who abuses the status of the Company as an independent legal entity or the limited liability of shareholders to evade debts and severely harm the interests of the Company's creditors shall assume joint and several liability for the Company's debts.

Article 44

The controlling shareholders and de facto controllers of the Company shall exercise their rights, fulfill their obligations and safeguard the interest of the listed company in accordance with the laws, administrative regulations, departmental rules and regulations, and the listing rules of the place where the Company's shares are.

Article 45

The controlling shareholder or the de facto controller of the Company shall comply with the following provisions:

(I) They shall exercise shareholders' rights in accordance with the law and shall not abuse their controlling rights or take advantage of their connected relationship to undermine the lawful rights and interests of the Company or other shareholders;

(II) They shall stringently fulfill the public declarations and undertakings they made and shall not alter or waive such declarations or undertakings in a unilateral manner;

(III) They shall strictly perform the obligation of information disclosure in accordance with pertinent provisions and shall actively cooperate with the Company to procure proper information disclosure, notifying the Company in a timely manner of material matters that have occurred or will likely occur;

(IV) They shall not appropriate the funds of the Company in any manner;

(V) They shall not order by coercion, instruct or demand the Company and relevant staff to provide guarantee in violation of laws or regulations;

(VI) They shall not take advantage of the possession of unannounced material information of the Company for their gain, or divulge unannounced material information relating to the Company in any manner, or be engaged in illegal or illicit acts such as insider dealing, short-term dealing or market manipulation;

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(VII) They shall not compromise the lawful rights and interests of the Company and other shareholders through any means, such as unfair connected transaction, profit distribution, asset reorganisation, and investment in third parties;

(VIII) They shall guarantee the integrity of the Company's assets and the Company's independence in terms of staffing, finance, organisation and business, and shall not affect the independence of the Company in any manner;

(IX) Other provisions under laws, administrative regulations, departmental regulations, listing rules of the place where the Company's shares are listed and the Articles of Association.

If a controlling shareholder or de facto controller of the Company does not serve as a director of the Company but actually executes the affairs of the Company, the provisions of the Articles of Association regarding the obligations of loyalty and diligence of directors shall apply.

A controlling shareholder or de facto controller of the Company who instructs a director or senior management member to engage in acts detrimental to the interests of the Company or the shareholders shall be jointly and severally liable with such director or senior management member.

Article 46

If controlling shareholders or de facto controllers transfer the shares of the Company held by them, they shall comply with the restrictive provisions on the transfer of shares set out in the laws, administrative regulations, departmental rules and regulations, and the listing rules of the place where the Company's shares are listed and their undertakings in relation to the restriction on the transfer of shares.

Article 47

In relation to the joint holders of any shares, only the joint shareholder who ranks first in the register of members shall have the right to receive the share certificates of the relevant shares from the Company and receive any notice of the Company; any notice served on the aforesaid person shall be deemed to have been served on all the joint holders of the relevant shares. Any joint shareholder may sign the form of proxy. If there are more than one joint shareholder present in person or by proxy, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint shareholder(s). For this purpose, seniority of the shareholders will be determined by the order in which the names of the joint holders of the relevant shares stand in the register of members of the Company.

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Chapter 7 General Meeting

Section 1 General Provisions on General Meeting

Article 48

The general meeting of the Company shall be composed of all shareholders. The general meeting shall be the organ of authority of the Company and shall exercise the following functions and powers according to law:

(I) to elect and replace directors; and to decide on matters relating to their remuneration;

(II) to review and approve reports of the board of directors;

(III) to review and approve the profit distribution plans and loss recovery plans of the Company;

(IV) to adopt resolutions on increasing or reducing the registered capital of the Company;

(V) to adopt resolutions on the issuance of corporate bonds;

(VI) to adopt resolutions on the merger, division, dissolution, liquidation or change in corporate form of the Company;

(VII) to amend the Articles of Association;

(VIII) to decide on the appointment, dismissal of the accountants that undertake the audit business of the Company;

(IX) to review and approve the provision of guarantees as stipulated in Article 49 thereof;

(X) to review and approve the purchase or the sale of major assets by the Company within one year, the amount of which exceeds 30% of the latest audited total assets of the Company;

(XI) to consider and approve the changes in the use of proceeds;

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(XII) to consider and approve the equity incentive schemes and employee stock ownership schemes;

(XIII) to review other matters that required to be resolved by the general meeting as prescribed by the law, administrative regulations, departmental rules, listing rules of the stock exchange where shares of the Company are listed or these Articles of Association.

The shareholders' meeting may authorize the board of directors to adopt a resolution regarding an offering of corporate bonds.

The Company may, by resolution of the general meeting, or by resolution of the board of directors as authorized by the Articles of Association or the general meeting, issue shares or corporate bonds convertible into shares, the specific implementation of which shall comply with the provisions of the laws, administrative regulations, departmental rules and regulations, and the listing rules of the place where the Company's shares are listed.

Unless otherwise provided by laws, administrative regulations, departmental rules and regulations, or the listing rules of the place where the Company's shares are listed, the above powers of general meeting shall not be conferred to the board of directors or other authority and individual through authorization.

Article 49

The following external guarantees of the Company are subject to review and approval of the general meeting.

(I) any external guarantee by the Company or its subsidiary, the total amount of which exceeds 50% of the Company's audited net assets;

(II) any external guarantee by the Company, the total amount of which exceeds 30% of the Company's latest audited total assets;

(III) any guarantee provided by the Company to others, the amount of which within one year exceeds 30% of the Company's latest audited total assets;

(IV) guarantee to be provided to entities with more than 70% debt to asset ratio;

(V) a single guarantee, the amount of which exceeds 10% of the latest audited net assets;

(VI) guarantee to be provided to shareholders, de facto controller and their related parties.

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Article 50
General meetings include annual general meetings and extraordinary general meetings. Annual general meetings shall be convened once a year and within six months from the end of the preceding fiscal year.

Article 51
The board of directors shall convene an extraordinary general meeting within two months from the date of occurrence of any of the following circumstances:

(I) the number of directors is less than the number provided for in the Company Law or less than two-thirds of the number prescribed in these Articles of Association;
(II) the losses of the Company that have not been made up reach one-third of its total share capital;
(III) a request made by a shareholder individually or shareholders jointly holding more than 10% of the Company's shares;
(IV) the board of directors considers it necessary;
(V) the audit committee proposes that such a meeting shall be held;
(VI) other circumstances as specified by laws, administrative regulations, departmental rules, listing rules of the stock exchange where shares of the Company are listed or these Articles of Association.

Article 52
The venue of general meeting of the Company is our registered address or other place notified by the convener of the general meeting. The general meetings will set meeting venue and be convened by way of on-site meetings. The Company will also provide online voting to facilitate shareholders to participate in a general meeting.

After the notice of the general meeting is issued, the place for holding the general meeting shall not be changed without valid reasons. Where a change is needed, the convener shall publish an announcement at least 2 working days before the date of convening the on-site meeting and state the reasons.

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Section 2 Proposal and Convening of General Meetings

Article 53

The board of directors shall convene general meetings within the time limit as required. With the approval of a majority of all the independent non-executive directors, the independent non-executive directors shall be entitled to propose to the board of directors to convene an extraordinary general meeting. The board of directors shall provide written feedback on whether to agree or not to convene an extraordinary general meeting within 10 days after receiving the proposal in accordance with laws, administrative regulations, the listing rules of the place where shares of the Company are listed and the Articles of Association. If the board of directors agrees to hold an extraordinary general meeting, it shall issue a notice of convening the general meeting within 5 days after the resolution of the board of directors is made. If the board of directors does not agree to convene an extraordinary general meeting, it shall issue an announcement on explaining reasons thereof.

Article 54

The audit committee shall be entitled to propose to the board of directors to convene an extraordinary general meeting, and shall put forward its proposal to the board of directors in writing. The board of directors shall provide written feedback on whether to agree or not to convene an extraordinary general meeting within 10 days after receiving the proposal in accordance with laws, administrative regulations, the listing rules of the place where shares of the Company are listed and the Articles of Association.

If the board of directors agrees to hold an extraordinary general meeting, it shall issue a notice of convening the general meeting within 5 days after the resolution of the board of directors is made, and any changes to the original request in the notice shall be subject to the consent of the audit committee.

If the board of directors does not agree to convene an extraordinary general meeting, or fails to give a response within 10 days after the receipt of the proposal, the board of directors is deemed to be unable or failed to perform its duty of convening the general meeting, and the audit committee may convene and preside over the meeting by itself.

Article 55

Shareholders individually or jointly holding more than 10% of the Company's shares (excluding treasury shares) shall make a request to the board of directors in writing to convene an extraordinary general meeting. Pursuant to the laws, administrative regulations and the Articles of Association, the board of directors shall provide written feedback on whether to agree or not to convene an extraordinary general meeting within 10 days after receiving the request.

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If the board of directors does not agree to convene an extraordinary general meeting, or fails to give a response within 10 days after the receipt of the request, the shareholders individually or jointly holding more than 10% of the Company's shares shall propose to the audit committee in writing to convene an extraordinary general meeting.

If the audit committee agrees to hold an extraordinary general meeting, it shall issue a notice of convening the general meeting within 5 days after the receipt of the request, and any changes to the original request in the notice shall be subject to the consent of the relevant shareholders.

If the audit committee fails to issue a notice calling the general meeting by the prescribed deadline, the audit committee is deemed to be not convening and presiding over shareholders' meeting. In such case, shareholders individually or jointly holding more than 10% of the shares of the Company consecutively for at least 90 days may himself/herself/themselves convene and preside over such meeting.

Article 56

If the audit committee or the shareholders convene a meeting on its/ their own initiative as provided in this Section, it shall make a written notice to the board of directors. The board of directors and the secretary to the board of directors shall offer cooperation for the meeting. Before the announcement of the resolutions of the general meeting, the shareholding ratio of the convening shareholders shall not be less than 10%. The Company shall bear the necessary expenses incurred in the general meeting convened by the audit committee or the shareholders themselves.

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Section 3 Proposals and Notice of General Meetings

Article 57

The content of a proposal shall be within the powers of the general meeting, have clear topics and specific issues for resolution, and shall comply with the relevant provisions of the laws, administrative regulations, listing rules of the place where the Company's shares are listed and the Articles of Association.

Article 58

Where the Company convenes a general meeting, the board of directors, audit committee and shareholders individually or jointly holding more than 1% of the Company's shares (excluding treasury shares) shall have the right to make proposals to the Company.

Shareholder individually or jointly holding more than 1% of the Company's shares (excluding treasury shares) may submit an interim proposal in writing to the convener 10 days before the general meeting is convened.

The convener shall serve a supplementary notice of general meeting within two days after receipt of the proposals and announce the contents of the interim proposals. and shall submit the interim proposals to the general meeting for consideration, provided that such interim proposal is in violation of the requirements under laws, administrative regulations or the Articles of Association, or fall out of the powers of the general meeting. the general meeting, have clear topics and specific issues for resolution.

Save as specified in the preceding paragraph, the convener shall not change the proposals set out in the notice of general meeting or add any new proposal after the said notice is served.

Proposals not set out in the notice of general meeting or not complying with Article 57 of the Articles of Association shall not be voted on or resolved at the general meeting.

Article 59

The Company shall notify all shareholders of an annual general meeting by means of a public announcement 20 days prior to the date of the meeting. An extraordinary general meeting shall be notified to all shareholders by way of public announcement 15 days prior to the date of the meeting.

The duration of issue of the notice should not include the day on which the meeting is convened.

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Article 60
The notice of general meeting shall include:

(I) the time, venue and duration of the meeting;
(II) the matters and proposals to be considered at the meeting;
(III) a clear explanation indicating that all shareholders are entitled to attend the general meeting and appoint proxies in writing to attend the meeting on their behalf. A proxy may not necessarily be a shareholder of the Company;
(IV) the record date of shareholders entitled to attend the general meeting;
(V) the name and telephone number of the standing contact person for the meeting affairs;
(VI) time and procedures (if any) for voting on the Internet or in other ways.

Article 61
Where the elections of directors shall be considered at the general meetings, the detailed biographies of candidates for the directors shall be fully disclosed in the notice of the general meeting, which shall include at least the following information:

(I) personal information such as educational background, work experiences and part-time employments;
(II) related party relationship, if any, with the Company, the controlling shareholder(s) and the de facto controller of the Company;
(III) the number of shares in the Company held;
(IV) penalties by the China Securities Regulatory Commission and other relevant authorities and censures by the stock exchanges.

Except for the election of directors via the accumulative voting mechanism, the election of each director candidate shall be put forward by a single proposal.

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Article 62
Notice of general meeting shall be published on the Company’s website or other website or publication designated by stock exchange where the Company’s shares are listed. Once the notice is published, all holders of overseas-listed foreign shares shall be deemed to have received the notice of the relevant general meeting.

For holders of domestic shares, the notice of a general meeting may also be given by public announcement.

If the relevant regulations of the securities regulatory authority and the stock exchange where the Company’s shares are listed require the Company to send, mail, issue, dispatch, publish or otherwise provide relevant documents of the Company in both English and Chinese versions, the Company may, to the extent permitted by laws and regulations and in accordance with applicable laws and regulations, (if a shareholder has so indicated) only send him or her the English versions or Chinese versions of corporate communications (including but not limited to notices of general meetings, circulars to shareholders, annual reports, semi-annual reports and quarterly reports) if the Company has made sufficient arrangements to ascertain whether its shareholders wish to only receive English versions or Chinese versions of documents.

Article 63
The general meeting shall not be postponed or canceled and the proposals listed in the notice shall not be canceled without just cause after the notice of the general meeting was made. If any circumstance that may result in delay or cancellation occurs, the convener shall publish and explain the reasons at least 2 working days before the original convening day. Where there are other rules in respect of the aforesaid matters in the listing rules of the stock exchange where the Company’s shares are listed, such rules shall prevail.

Section 4 Convening of General Meetings

Article 64
The board of directors of the Company and other conveners shall take necessary measures to ensure the order at the general meeting. Any actions that cause interference to the general meeting, provocation and troubles, and damages to the legal rights and interests of other shareholders, measures shall be taken to stop such actions and reports shall be made promptly to related departments for further consideration and handling.

Article 65
All the registered shareholders on the record date have the right to attend the general meeting and exercise their voting rights according to relevant laws, regulations and the Articles of Association. Any shareholder who is entitled to attend and vote at our general meeting has the right to appoint one or more than one person (not necessary to be a shareholder) to act as his/her proxy to attend and vote at the meeting in his or her place.

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If the shareholder is a recognized clearing house (or its agent) meeting the definitions in the relevant Hong Kong ordinances or regulations formulated from time to time, the said shareholder may authorize one or more persons or company representatives as he/she deems appropriate to act on his/her behalf at any general meeting, meeting of creditors or class general meeting. However, if more than one person is thus authorized, the power of attorney shall state the number and type of shares in respect of which each such person is authorized and shall be signed by the authorized officer of the recognized clearing house. The persons thus authorized may attend a meeting and speak on the meeting on behalf of the recognized clearing house (or its agent) and exercise the same powers as if he/she were an individual shareholder of the Company without the need to present the shareholding certificates, the notarized power of attorney and/or further evidence of formal authorization.

Article 66

An individual shareholder attending a general meeting in person shall present his/her identity card or other valid document or proof of identity or stock account card. A proxy attending a general meeting on behalf of an individual shareholder shall present his/her own valid identity card and the proxy form.

A corporate shareholder should attend the meeting by its legal representatives or the proxy appointed by the legal representative. The legal representative attending the meeting shall present his/her identity card or valid proof as evidence of his/her qualifications as legal representative; a proxy attending the meeting on behalf of the legal representative shall present his/her identity card and the written proxy form lawfully issued by the legal representative of the corporate shareholder (other than a recognized clearing house or its agent).

Article 67

The shareholder proxy appointment shall be in writing and shall be signed by the principal or a person duly authorized in writing. Where the principal is a corporate entity, it shall be either affixed with its corporate seal or signed by a director or a duly authorized agent.

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The proxy form issued by a shareholder to appoint a proxy to attend a general meeting shall specify:

(I) the name of the principal, class and number of shares of the Company held;

(II) the name of the proxy;

(III) the specific instructions from shareholders, including directive to vote for, against or abstain from voting on each and every issue included in the agenda of the general meeting;

(IV) the date of issue and validity period of the proxy form;

(V) signature (or seal) of the principal; where the principal is a corporate shareholder, it shall be either affixed with its corporate seal or signed by a director or a duly authorized agent;

(VI) the number of shares held by the principal represented by the authorized shareholder proxy.

Article 68

The proxy form for voting shall be kept at the domicile of the Company or other location designated in the notice convening the meeting before the meeting at which the proxy form is put to vote is convened or before the designated voting time. If the proxy form for voting is signed by another person authorized by the principal, the power of attorney authorizing signature or other instrument of authorization shall be notarized. The power of attorney or other instrument notarized shall be kept together with the proxy form at the domicile of the Company or other location designated at the notice convening the meeting.

Where the principal is a corporate entity, its legal representative or a person authorized by the board of directors or other decision-making body shall attend the general meeting of the Company on behalf of the principal as its representative.

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Article 69
Attendees register shall be prepared by the Company, which register shall state the names (or names of the corporations), identification number and the number of voting shares held or represented, names of the principal (or names of the corporations) and so on.

Article 70
The convener shall verify the shareholders' qualifications based on the register of members provided by the securities register and clearing house, and shall register the names of the shareholders as well as the amount of their voting shares. The registration for a meeting shall be completed before the chairman of the meeting announces the number of shareholders and proxies that attend the meeting and the total amount of their voting shares.

Article 71
Where a director or senior management is required to attend a general meeting, such director senior management shall attend the meeting and answer the queries from shareholders.

Article 72
The general meeting shall be presided over by the chairman of the board of directors. If the chairman of the board of directors is incapable of performing or fails to perform his/her duties, the meeting shall be presided over by the vice chairman of the board of directors (if there are two or more vice chairmen, the one elected by more than one half of the directors shall preside). Where the position of vice chairman does not exist, or where the vice chairman is incapable of performing or fails to perform his/her duties, the meeting shall be presided over by a director jointly elected by more than half of directors.

The general meeting convened by the audit committee on its own initiative shall be presided over by the convener of the audit committee. If the convener of the audit committee is incapable of performing or fails to perform his/her duties for certain reasons, the meeting shall be presided over by a member of audit committee jointly elected by more than half of members of audit committee.

The general meeting convened by shareholders on their own initiative shall be presided over by the representative nominated by the convener.

In the event that the chairman of the meeting violates the rules of procedure during the meeting which results in the general meeting being unable to continue, upon approval by more than half of the shareholders with voting rights present at the meeting, a person may be nominated to preside over the general meeting and the meeting may continue.

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Article 73
The Company shall stipulate the rules of procedures for the general meeting and specify in detail the procedure for convening and voting at the general meeting, 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 general meeting. The content of the authorization should be clear and specific. The rules of procedures for the general meeting shall be stipulated by the board of directors and approved by the general meeting.

Article 74
At the annual general meeting and the board of directors shall report their work during the past year to the general meeting. Each independent non-executive director shall also present a work report.

Article 75
Directors and senior management shall explain and answer the enquiries and suggestions from shareholders at the general meeting.

Article 76
The chairman of meeting shall, prior to voting, announce the number of shareholders and proxies attending the meeting in person as well as the total number of their voting shares which shall be the number of shareholders and proxies attending the meeting in person and the total number of their voting shares as indicated in the meeting’s registration record.

Article 77
The general meeting shall have minutes prepared 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 chairman of the meeting and the names of the directors and senior management members attending or present at the meeting;

(III) the numbers of shareholders (including holders of domestic shares and holders of overseas-listed foreign shares, if any) and proxies attending the meeting, number of voting shares they represent and the percentages of their voting shares to the total share capital of the Company for each shareholder;

(IV) the process of review and discussion, summary of any speech and voting results of each proposal. When recording the voting results, the voting results of holders of domestic shares and holders of overseas listed foreign shares on each resolution shall also be recorded;

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(V) Shareholders' questions, opinions or suggestions and corresponding answers or explanations;
(VI) Names of vote counters and scrutinizer of the voting;
(VII) Other contents to be included as specified in the Articles of Association.

Article 78

The convener shall ensure that the contents of the minutes are true, accurate and complete. Directors, secretary to the board of directors, conveners and their representatives and the chairman of the meeting attending the meeting shall sign on the minutes. The minutes shall be kept together with the registration record of attending shareholders, authorization letters of proxies, valid data on internet voting and other means of voting for a period not less than ten years.

Article 79

The convener shall ensure that the general meeting be conducted continuously until final resolutions are made. If the general meeting is suspended or resolutions cannot be made because of force majeure or other special circumstances, the convener shall take necessary measures to resume the meeting or directly terminate that meeting immediately followed by a timely public announcement and report in accordance with the laws, regulations or listing rules of the stock exchange of the place where the Company's shares are listed.

Section 5 Voting at and Resolution of Shareholders' General Meeting

Article 80

Resolutions of the general meeting include ordinary resolutions and special resolutions.

Ordinary resolutions at a general meeting shall be passed by shareholders in attendance (including proxies) holding more than half of the voting rights.

Special resolutions at a general meeting shall be passed by shareholders in attendance (including proxies) holding at least two-thirds of the voting rights.

Article 81

Shareholders (including proxies) exercise their voting rights according to the number of voting shares they represent, with one vote for each share. On a poll taken at a meeting, a shareholder (including his/her proxies) entitled to two or more votes need not cast all his/her votes in the same way.

Shares in the Company which are held by the Company do not carry any voting rights, and shall not be counted towards the total number of voting shares represented by shareholders present at a general meeting.

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Subject to and conditional upon compliance with applicable laws, regulations or requirements of the listing rules of the stock exchange of the place where the Company's shares are listed, the board of directors, independent non-executive directors and other shareholders who satisfy relevant specified requirements may solicit for the voting rights from shareholders. Information including the specific voting intention shall be fully disclosed to the shareholders from whom voting rights are being solicited. Consideration or de facto consideration for soliciting shareholders' voting rights is prohibited. The Company shall not impose any minimum shareholding limitation for soliciting voting rights, except for the statutory conditions.

Article 82

In accordance with the applicable laws, regulations and listing rules of the stock exchange of the place where the Company's shares are listed, where any shareholder shall abstain from voting for any particular resolution, or is restricted to vote only for or against such resolution, any votes in violation of such requirement or restriction by the shareholders (or their proxies) shall not be counted in the voting results.

Article 83

The following matters shall be resolved by an ordinary resolution at a general meeting:

(I) work reports of the board of directors;
(II) profit distribution plan and loss recovery plan formulated by the board of directors;
(III) election and removal of members of the board of directors and remuneration of and manner of payment to them;
(IV) such matters other than those required to be passed by special resolutions under the laws and administrative regulations and the listing rules of the stock exchange where the Company's shares are listed or the Articles of Association.

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Article 84
The following matters shall be resolved by a special resolution at a general meeting:

(I) increase or reduction of the registered capital by the Company;
(II) division, spin-off, merger, dissolution, and liquidation of the Company;
(III) amendment to the Articles of Association;
(IV) purchases or sales of any material assets and guarantee amount by the Company to others within a year in excess of 30% of the Company’s latest total audited assets;
(V) equity incentive schemes;
(VI) other matters which the laws, administrative regulations, the listing rules of the stock exchange where the Company’s shares are listed or these Articles of Association require to be adopted by special resolutions and which the general meeting considers will have a material impact on the Company and therefore require, by an ordinary resolution, to be adopted by special resolution.

Article 85
Unless a prior approval in the form of special resolution is obtained at a general meeting, the Company shall not enter into any contract with any party other than the directors, managers and other senior management members pursuant to which such party shall be responsible for management of the whole or any substantial part of the Company’s business, save when the Company is in a crisis.

Article 86
The list of candidates for directors shall be submitted to general meetings for voting by way of proposal.

When a voting is made on election of directors at a general meeting, the accumulative voting system may be adopted in accordance with the requirements of the Articles of Association or the resolutions of the general meeting.

When two or more independent non-executive directors are elected at general meeting, the cumulative voting system shall be implemented.

Under the aforesaid accumulative voting system, each share carrying voting right is entitled to such number of votes equivalent to the number of director candidates which may be pooled in the course of the election of directors at the shareholders’ general meeting. The board of directors shall make a public announcement to the shareholders concerning the biographies and general information of the candidates for directors.

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Article 87
In addition to the cumulative voting system, voting for all proposals shall be conducted on an item-by-item basis. For the different proposals on the same matter, voting related thereto shall be conducted based on the chronological order of proposing the proposals. Unless a general meeting is suspended or no resolution can be adopted due to force majeure or other special reasons, no proposal shall be set aside or rejected for voting at the general meeting.

Article 88
When considering a motion at the general meeting, no change will be made thereto; otherwise, the relevant change shall be treated as a new proposal which cannot proceed for voting at this general meeting.

Article 89
The same voting right shall only select any one of the voting methods, namely on-site voting, online voting or other voting methods. Only the first voting result is viewed as valid for any multiple votings of the same voting right.

Article 90
Voting at the general meeting shall be taken by way of registered poll.

Article 91
Before a resolution is voted on at a general meeting, two shareholders representatives shall be elected as vote counters and scrutinizers. Any shareholder who is related to the matter under consideration and proxies of such shareholder shall not participate in vote counting or scrutinizing.

When the shareholders are voting on the proposed resolutions, shareholder representatives shall count and scrutinize the votes, and the voting result will be announced forthwith.

Voting on the resolutions will be recorded in the minutes of meeting. Shareholders of the Company or their proxies who cast votes via network or other means shall be entitled to review their own voting result through the relevant voting system or other means.

Article 92
The on-site voting shall not end earlier than the online voting or any other method of voting at the shareholders' general meeting. The chairman of the meeting shall announce details of voting in connection with each proposed resolution, the voting result and whether the proposed resolution is passed in accordance with the voting result. Before the formal announcement of the voting result, the related parties including companies, vote counters, scrutineers, shareholders and network service providers at the meeting or participating in on-site voting, online voting or other methods of voting, shall bear the duty of confidentiality of the voting.

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Article 93
Shareholders attending the general meeting shall submit their voting in the following ways: “for”, “against” or “abstain”. The securities registration and settlement institutions, being the nominal holders of shares under the Mainland China-Hong Kong Stock Connect Program, may express opinions according to the intentions of actual holders. Ballot papers that are left blank, unduly completed or illegible or that have not been used, are regarded as the voter having waived his voting rights, and the voting results corresponding to the shares in their possession shall be treated as “abstain from voting”.

Article 94
If the chairman of the meeting has any doubt as to the result of a resolution which has been put to vote at a shareholders’ meeting, he may have the votes counted. If the chairman of the meeting has not counted the votes, any shareholder who is present in person or by proxy and who objects to the result announced by the chairman of the meeting may, immediately after the declaration of the result, demand that the votes be counted and the chairman of the meeting shall have the votes counted immediately.

Article 95
Resolutions passed by general meeting shall be promptly announced, and the announcement shall specify the number of the shareholders and proxies attending the meeting, the number of voting shares held by them and the percentage of such shares to the total number of shares of the Company, voting methods, the voting result of each proposal and the details of the resolutions passed, and shall include statistics and announcements of the attendance and voting by shareholders of domestic shares and shareholders of foreign shares, respectively.

Article 96
If a proposal is not passed, or if a previous resolution is changed by the present general meeting, special highlight in connection therewith should be made in the announcement of the resolutions of the general meeting.

Article 97
In event that a proposal in relation to election of directors or supervisors is passed at a general meeting, the term of office for the newly elected directors or supervisors shall commence from the date on which the resolutions are passed at the general meeting.

Article 98
When the general meeting has passed motions regarding cash distribution, bonus issue or conversion of statutory surplus reserve into capital, the specific proposals shall be implemented within two months after the close of this general meeting.

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Chapter 8 The Board of Directors

Section 1 Directors

Article 99

A director of the Company shall be a natural person, and under any of the following circumstances, the following persons may not serve as a director of the Company:

(I) a person without or with limited capacity for civil conduct;

(II) a person who has been convicted of an offence of corruption, bribery, embezzlement or misappropriation of property, or the destruction of socialist market economy if the term of execution is order, or who has been deprived of his political rights due to his crimes, in each case where less than five years have elapsed since the date of completion of the sentence, the sentence shall be suspended for not more than two years from the date of expiration of the probationary period;

(III) a person who has been a former director, factory manager or manager of a company or an enterprise that has entered into insolvent liquidation and who was personally liable for the insolvency of such company or enterprise, where less than three years have elapsed since the date of the completion of the bankruptcy and liquidation of the company or enterprise;

(IV) a person who has been a legal representative of a company or an enterprise that has had its business license revoked due to violations of the law and has been ordered to close down by law and the person was personally responsible, where less than three years have elapsed since the date of such revocation;

(V) a person who is liable for a relatively large amount of debts that are overdue and have been listed as dishonest debtors by the People's Court;

(VI) person who has been banned from the securities market by the China Securities Regulatory Commission and the time limit has not expired;

(VII) a person who has been publicly declared by any stock exchange to be unsuitable for serving as the directors and senior managements of any listed company and the time limit has not expired;

(VIII) a person who is involved in any other circumstance specified by laws, administrative regulations, departmental rules or listing rules of the stock exchange on which the shares of the listed company are listed.

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If the election or appointment of directors violates this Article, such election, appointment or employment shall be invalid. If any of the circumstances described in this Article occurs during the term of office of a director, the Company shall remove the director from the position and stop the director from performing his/her duty.

Article 100

Directors shall be elected or replaced by the general meeting and may be removed by the general meeting before the expiration of their terms of office. The term of office of the directors is three years and they are eligible for re-election. A director may serve consecutive terms if re-elected upon the expiry of his/her term of service, unless otherwise stipulated by the relevant laws, regulations, these Articles of Association and listing rules of the stock exchange of the place where the Company's shares are listed.

The term of a director commences from the date on which he/she assumes office until the expiry of the current session of the board of directors. If a director's term of service expires but a new director is not yet appointed, the existing director shall continue to perform his/her duties as a director according to the laws, administrative regulations, departmental regulations, listing rules of the place where the Company's shares are listed and these Articles of Association until the newly elected director's appointment comes into effect.

A director may concurrently hold the positions of general manager or other senior management. However, the total number of general managers or other senior management who also assume directorship in the Company shall not exceed half of the total number of directors.

Article 101

Directors shall comply with the laws, administrative regulations and the Articles of Association, and directors owe fiduciary duties to the company and shall take measures to avoid conflicts of interest between their personal interests and the interests of the Company, and shall not use their authority to seek improper benefits:

Directors undertake the following fiduciary duties to the Company:

(I) prohibited from misappropriating of the Company's properties and capital;

(II) prohibited from depositing the Company's capital into accounts under his/her own name or the name of other individuals;

(III) prohibited from using their powers to bribe or accept other illegal gains;

(IV) without reporting to the board of directors or in the general meeting, and without being passed by the board of directors or

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general meeting by way of resolutions in accordance with the provisions of the Articles of Association, not to directly or indirectly enter into contracts or conduct transactions with the Company;

(V) not to exploit their position for seeking business opportunities that belong to the Company for himself/herself or others, but except those which have been reported to the board of directors or in general meeting and passed by way of resolutions of the general meeting, or the Company shall not use the business opportunity in accordance with the provisions of laws, administrative regulations or the Articles of Association;

(VI) without reporting to the board of directors or in shareholders' meeting and being passed by resolutions of the general meeting, not to operate business similar to the Company for himself/herself or for others;

(VII) prohibited from accepting and possessing commissions paid for transactions conducted with the Company;

(VIII) prohibited from unauthorised divulgence of secrets of the Company;

(IX) prohibited from taking advantage of their related party relationship to damage the Company's interests;

(X) other fiduciary duties stipulated by laws, administrative regulations, departmental rules and the Articles of Association.

The income obtained by directors in violation of the provisions of this Article shall belong to the Company; and in case of any violation causing losses to the Company, they shall be liable for compensation.

The provisions of item (4) of paragraph 2 of this Article 101 shall apply to the close relatives of directors and senior management officers, enterprises directly or indirectly controlled by directors or senior management officers or their close relatives, and related persons of other association relationships with directors or senior management officers, who enter contracts or conduct transactions with the Company.

Article 102
Directors shall observe laws, administrative regulations and the Articles of Association, and directors owe diligent duties to the Company, perform duties with reasonable care that managers should ordinarily exercise in the best interests of the Company.

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Directors owe the following diligent duties to the Company:

(I) to exercise the rights conferred by the Company with due discretion, care and diligence to ensure that the business operations of the Company comply with PRC laws, administrative regulations and all PRC economic policies and are not beyond the business scope specified in the business license of the Company;

(II) to treat all shareholders impartially;

(III) to keep informed of the operation and management conditions of the Company in a timely manner;

(IV) to sign written confirmation regarding regular reports of the Company and to ensure the integrity, accuracy and completeness of the information disclosed by the Company;

(V) to honestly provide the audit committee with the relevant circumstances and information, not to prevent the audit committee from exercising their functions and powers;

(VI) to fulfill other diligent duties stipulated by laws, administrative regulations, departmental rules and the Articles of Association.

Article 103

The directors shall, collectively and individually, fulfill their fiduciary duties and duties of skill, care and diligence to a standard at least in compliance with the standard established by the laws of Hong Kong. This means that every director must, in the performance of his/her duties as a director:

(I) act honestly and in good faith in the interests of the Company as a whole;

(II) act for proper purpose;

(III) be answerable to the listed issuer for the application or misapplication of its assets;

(IV) avoid actual and potential conflicts of interest and conflicts in duty;

(V) disclose fully and fairly his interests in contracts with the listed issuer; and

(VI) apply such degree of skill, care and diligence as may reasonably be expected of a person of his/her knowledge and experience and holding a directorship in a listed issuer.

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Article 104
The notice concerning proposed nomination of a director candidate and the written notice regarding the indication of the candidate’s intention to accept the nomination shall be sent to the Company with a notice period of at least 7 days. The said period shall not commence earlier than the first day upon the issue of the notice for convening the general meeting for this purpose, and the date of expiry shall not be later than 7 days prior to the date of convening the general meeting.

Article 105
Subject to compliance with relevant laws, regulations and the listing rules of the stock exchange of the place where the Company’s shares are listed, a director can be removed by passing an ordinary resolution at a general meeting before the expiry of his/her term of office, with the dismissal taking effect on the date the resolution is made. In the event that a director is dismissed before the expiry of his/her term of office without a valid reason, the director may request the Company to compensate him/her.

Article 106
If a director is unable to attend board meetings in person for two consecutive meetings, and does not appoint other directors to attend board meeting on his/her behalf, he/she shall be deemed as failing to perform his/her duties. The board of directors shall propose to the general meeting to dismiss him/her.

Article 107
A director may resign before expiry of his/her term of service. A director who resigns shall submit a written resignation report to the Company, and the resignation shall take effect on the date the Company receives the resignation report, and the Company shall disclose the situation within two trading days.

If the number of the directors fall below the minimum statutory requirement due to a director’s resignation, the existing director shall continue to perform his/her duties in accordance with the law, administrative regulations, departmental rules, listing rules of the place where the Company’s shares are listed and these Articles of Association until an elected director assumes office.

Article 108
Upon resignation taking effect or expiration of his/her term of office, a director shall complete his/her hand-over procedures with the board of directors. The fiduciary duties of a director to the Company and shareholders do not necessarily cease after the expiry of his/her term of office, and shall remain in force within two years. His/her obligation of confidentiality of the Company’s trade secrets shall remain in force after his/her resignation or the expiry of his/her term of office until such trade secrets become publicly known. Other obligations may continue for such period as the principle of fairness may require depending on the time lapse between the termination of tenure and the occurrence of the event concerned and the circumstances under which the relationships between them and the Company are terminated.

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Article 109

Save as specified in these Articles of Association or authorized by the board of directors in accordance with laws, no director shall act in his/her personal capacity on behalf of the Company or the board of directors. When a director acts in his/her personal capacity and a third party may reasonably believe that such director is representing the Company or the board of directors, such director shall declare his/her stance and capacity in advance.

Article 110

If the director performs the duties of the Company and causes damage to others, the Company will be liable for compensation; if the director is intentional or grossly negligent, he/she should also be liable for compensation. If a director breaches the laws, administrative regulations, departmental regulations, listing rules of the place where the Company's shares are listed or these Articles of Association when carrying out his/her duties and causes loss to the Company, he/she shall be liable for damages.

Section 2 Board of Directors

Article 111

The Company shall set up a board of directors. The board of directors shall consist of 9-11 directors, including at least 3 independent non-executive directors and accounting for at least one-third of the members of the board of directors.

Article 112

The board of directors exercises the following functions and powers:

(I) to convene general meeting and report to the general meeting;

(II) to implement resolutions of the general meeting;

(III) to decide on the Company's business plans and investment plans;

(IV) to formulate the Company's profit distribution plans and plans on making up losses;

(V) to formulate proposals for the increase or reduction of the Company's registered capital, the issuance of bonds or other securities of the Company and listing of shares of the Company;

(VI) to formulate plans for the Company's substantial acquisitions, repurchase of shares of the Company and merger, division, dissolution and change of corporate form;

(VII) within the scope authorized by the general meeting, to decide on such matters as the Company's external investments, acquisition and disposal of assets, pledge of assets, provision of guarantee, entrusted wealth management, connected transactions, external donations, etc.;

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(VIII) subject to the rules of the place where the Company's shares are listed, to create, incur, or authorize the creation of any debt or to provide any loans or prepayments to any person or entity other than a wholly-owned subsidiary of the company, except for those already covered by purchase and sales accounts or approved annual budgets generated in the normal course of business;

(IX) to decide on establishment of internal management organs of the Company;

(X) to decide the establishment of committees of the board of directors; appoint or dismiss chairman (convener) of the committees of the board of directors;

(XI) to determine the appointment or dismissal of the Company's general manager, secretary to the board of directors and other senior management; to appoint or dismiss senior management including deputy general manager(s) and the chief financial officer of the Company in accordance with the nominations by general manager, and to decide on their remunerations, rewards and punishment;

(XII) to formulate the basic management system of the Company;

(XIII) to formulate proposals to amend these Articles of Association;

(XIV) to manage information disclosure of the Company;

(XV) to propose to the general meeting the appointment or replacement of the accounting firm that is engaged as the Company's auditor;

(XVI) to listen to work reports submitted by the general manager of the Company and review his/her work;

(XVII) to decide material matters and administrative matters and the entering into of other material agreements other than those matters required to be decided by the general meeting of the Company in accordance with laws, administrative regulations, department regulations, the Article of Association and the listing rules of the stock exchange on which the shares of the Company are listed;

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(XVIII) other functions and powers provided for in laws, administrative regulations, department regulations, listing rules of the stock exchange of the place where the Company's shares are listed and these Articles of Association, and conferred at general meetings.

The above matters of authority exercised by the board of directors or any transaction or arrangement of the Company which shall be considered and approved at the general meeting according to listing rules of the stock exchange of the place where the Company's shares are listed, shall be submitted to the general meeting for consideration and approval.

The matters beyond the scope of authorization of the general meeting shall be submitted to the general meeting for consideration.

Article 113
The board of directors of the Company shall explain at the general meeting for the non-standard auditing opinions provided by the certified public accounts with respect to the Company's financial reports.

Article 114
The board of directors shall formulate the rules of procedures of the board of directors to ensure implementation of the resolutions of the general meetings, enhance work efficiency and ensure scientific decision-making. The rules of procedures of the board of directors specifying the convening and voting procedures of board meetings shall be formulated by the board of directors, subject to approval at the general meeting.

Article 115
The board of directors shall determine the authority of external investments, acquisition and disposal of assets, pledge of assets, provision of guarantee, entrusted wealth management, connected transactions, external donations, etc.; and establish strict review and decision-making procedures. As to substantial investments, experts or professionals shall be engaged for evaluation and shall be reported to the general meeting for approval.

Article 116
The board of directors shall have a chairman and may have a vice chairman. The chairman and vice chairman shall be elected with approval of more than half of all directors.

Article 117
The chairman of the board shall exercise the following functions and powers:

(I) to preside over general meetings and to convene and preside over meetings of the board of directors;

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(II) to supervise and monitor the implementation of resolutions of the board of directors;

(III) other functions and powers authorized by the laws, administrative regulations, departmental rules, listing rules of the place where the Company's shares are listed, these Articles of Association and the board of directors.

The vice chairman shall assist the chairman of the board of directors in work. Should the chairman is incapable of exercising or fails to exercise his/her duties or powers, the vice chairman shall exercise such duties or powers (if the Company has two or more vice chairmen, the vice chairman jointly elected by not less than half of the directors shall perform such duties or powers). If there is no vice chairman appointed or if the vice chairman is incapable of exercising or fails to exercise his/her duties or powers, a director elected by more than half of the directors shall exercise such duties or powers.

Article 118 Board meetings shall be held at least twice a year. The meeting shall be convened by the chairman of the board of directors by giving notice in writing to all directors 10 days prior to the meeting.

Article 119 An extraordinary board meeting shall be convened at the request of shareholders representing more than one-tenth voting rights, more than one-third of the directors or the audit committee. The chairman shall convene and preside over the board meeting within 10 days upon receipt of the request, and shall deliver a notice to all directors and audit committee three days before the meeting is held.

In case of emergency, an extraordinary board meeting may be held upon approval by the chairman, which is not subject to the requirement of meeting notice as set out in this Article, given that a proper notice shall be given to directors, audit committee and general manager.

Article 120 Board meetings can be held by means of telephone conference, video conference, circulation of documents, fax and other means of communication on the premise that the directors can fully express their opinions. All directors so present at the meeting shall be deemed to have attended the meeting in person. For board meetings held by means of communication, notices of such meetings shall provide details of the proposals to be put forward at the meetings and specify the deadline for voting. Directors who attend such meetings shall send their voting opinions to the Company before the voting deadline specified in the notices, and send the original of voting opinions signed by themselves to the board of directors of the Company.

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Where any director has a material conflict of interest in the matters to be considered by the board, such matters shall be handled by convening a board meeting (instead of by a written resolution). Any independent non-executive director and his/her associates not materially interested in a transaction shall attend the relevant board meeting.

Article 121
A notice of board meeting shall include the following contents:

(I) the date and venue of meeting;
(II) the duration of the meeting;
(III) the matters and topics to be considered;
(IV) the date of issuance of notice.

Article 122
Unless or otherwise provided in other articles herein, the board meeting shall be held only when more than half of the directors (including proxies) are present.

Unless or otherwise provided in other articles herein, resolutions of the board of directors shall be passed by more than half of all directors.

Vote on board resolutions shall be carried out on the basis of one person one vote.

Article 123
A director should attend board meetings in person. Where a director is unable to attend for certain reasons, he/she may appoint in writing another director to attend the board meeting on his behalf. The instrument of proxy shall specify the name of the proxy, relevant matters, scope of authorization and the validity period, and shall be signed or sealed by the appointor.

The director attending the meeting on behalf of the entrusting director shall only exercise the rights within the scope of authorization. A director failing to attend a board meeting either in person or by proxy shall be deemed as having waived his/her right to vote at the meeting.

Article 124
If any director is connected with the enterprises that are involved in the matters to be resolved at the meeting of the board of directors, he/she shall not exercise his/her voting rights for such matters, nor shall such director exercise voting rights on behalf of other directors and he/she shall report in writing to the board of directors in a timely manner. Such meeting of the board of directors may be held only if more than half of the non-connected directors are present, and the resolutions made at such a meeting of the board of directors shall be passed by more than half of the non-connected directors. If the number of non-connected directors present at such meeting is less than three, the matter shall be submitted to the general meeting for consideration.

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Except for the circumstances allowed by the Hong Kong Stock Exchange, a director shall not exercise the voting right on any board resolutions in relation to any contract or arrangement or any other suggestions where he/she or any of his/her close associates (as defined in the Listing Rules) is materially interested, nor shall he/she exercise the voting right on behalf of other directors. The board meeting can be held with the attendance of more than half of the non-connected directors (such director shall not be counted in the quorum of the relevant meeting). The resolutions of the board meeting shall be passed by more than half of the non-connected directors. Where the number of non-connected directors attending a board meeting is less than three, such matter shall be submitted to the general meeting for consideration.

Article 125
Voting on board meetings shall be conducted by open ballot.

Article 126
The board of directors shall keep minutes of resolutions on matters discussed at relevant meetings. The minutes shall be signed by the attending directors.

The minutes of board meeting shall be kept as a company file for a period of no less than ten years.

The directors shall be responsible for the resolutions of the board of directors. Any director who votes for a resolution which violates the laws, administrative regulations, listing rules of the place where the Company's shares are listed or these Articles of Association, resolutions of the general meeting, thereby causing serious losses to the Company, shall be liable for compensation. However, if a director can prove that he/she had expressed his/her opposition to such resolution when it was put to the vote and such opposition is recorded in the minutes of the meeting, the director may be relieved of such liability.

Article 127
Minutes of the board meetings shall include the following contents:

(I) the date and venue of the meeting and the name of the convener;
(II) the names of the attending directors and the directors (proxies) at tending the meeting on behalf of others;
(III) the agenda of the meeting;
(IV) the highlights of directors' speeches;
(V) the voting method and result of each resolution (the result shall specify the number of votes for, against and abstaining).

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Chapter 9 Independent Non-executive Directors

Article 128

The independent non-executive directors shall diligently perform their duties in accordance with the laws, administrative regulations, the rules of the stock exchange, the listing rules of the place where the Company's shares are listed and the Articles of Association. They shall play the roles in the Board by participating in the decision-making, supervising, checking and balancing, and professional consulting, safeguard the interests of the Company as a whole, and protect the lawful rights and interests of minority shareholders.

Article 129

Independent non-executive directors shall maintain their independence, and the following persons shall not serve as independent non-executive directors:

(I) persons working for the Company or its subsidiaries, their spouses, parents and children, and major social relations;

(II) natural person shareholders who directly or indirectly hold more than 1% of the Company's issued shares or who are among the Company's top ten shareholders, and their spouses, parents and children;

(III) persons who work for shareholders who directly or indirectly hold more than 5% of the Company's issued shares or who work for the Company's top five shareholders, and their spouses, parents, and children;

(IV) persons serving in the subsidiaries of the Company's controlling shareholders and de facto controllers and their spouses, parents and children;

(V) persons who have significant business dealings with the Company, its controlling shareholders, de facto controllers or their respective subsidiaries, or who serve in entities with which they have significant business dealings and their controlling shareholders or de facto controllers;

(VI) persons providing financial, legal, consulting and sponsorship and other services to the Company, its controlling shareholders, de facto controllers or their respective subsidiaries; including, but not limited to, all members of the project team of the intermediaries providing the services, reviewers at all levels, persons signing the report, partners, directors, senior management and principals;

(VII) persons who have been in the situations listed in the items 1 to 6 of the preceding article within the last twelve months;

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(VIII) persons who are not independent as stipulated by laws, administrative regulations, departmental rules, listing rules of the place where the Company's shares are listed and the Articles of Association.

The subsidiaries of the Company's controlling shareholder and de facto controller as referred to in items 4 to 6 of the preceding article do not include those companies which are controlled by the same state-owned asset administration institution and the Company does and do not have a connected relationship with the Company in accordance with the relevant regulations.

Article 130

A person to serve as an independent non-executive director of the Company shall meet the following conditions:

(I) being qualified to serve as the director of listed companies in accordance with laws, administrative regulations and other relevant provisions;

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

(III) having basic knowledge of the operation of listed companies and being familiar with relevant laws, regulations and rules;

(IV) having at least five years of legal, accounting or economic work experience necessary to perform the duties of an independent non-executive director;

(V) having good personal morality, with no bad record such as major dishonesty, etc.;

(VI) other conditions stipulated by laws, administrative regulations, departmental regulations, listing rules of the place where the Company's shares are listed and the Articles of Association.

Article 131

As members of the board of directors, the independent non-executive directors owe fiduciary duties and diligence to the Company and all shareholders, and prudently fulfill the following duties:

(I) to involve in the decision-making of the board of directors and provide explicit opinions on the matters discussed;

(II) to supervise matters that indicate potential material conflict of interest between the Company and its controlling shareholders, de facto controllers, directors and senior management so as to protect the legitimate interests of minority shareholders;

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(III) to provide professional and objective advice on the Company's operation and development, thereby facilitating improvement in the standard of the decisions of the board of directors;

(IV) other duties stipulated by laws, administrative regulations, departmental regulations, listing rules of the place where the Company's shares are listed and the Articles of Association.

Article 132
The independent non-executive directors exercise the following special functions and powers:

(I) independently engage intermediaries to audit, provide consultation on or verify specific matters of the Company;

(II) proposing to the board of directors with respect to the convening of extraordinary general meetings;

(III) proposing the convening of board meetings;

(IV) openly soliciting shareholders' rights in accordance with the law;

(V) expressing independent opinions on matters that may harm the interests of the Company or its minority shareholders;

(VI) other powers and functions as provided by laws, administrative regulations, departmental rules, the listing rules of the places where the Company's shares are listed and the Articles of Association.

Any exercise of the powers as referred to in items 1 to 3 of the preceding article by the independent non-executive directors shall be approved by a majority of all the independent non-executive directors.

The Company shall disclose in a timely manner any exercise of the powers set out in items 1 by the independent non-executive directors. If any of the aforesaid powers could not be exercised properly, the Company shall disclose the specific circumstances and reasons thereof.

Article 133
The following matters shall be approved by the majority of all the independent non-executive directors of the Company before submitting to the board of directors for consideration:

(I) discloseable connected transactions;

(II) proposed changes to the Company and the relevant parties or waivers of undertakings;

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(III) decisions made and measures taken by the board of directors of an acquired listing company in relation to an acquisition;
(IV) other matters as provided by laws, administrative regulations, departmental rules, the listing rules of the places where the Company's shares are listed and the Articles of Association.

Article 134

The Company has established a mechanism of special meetings attended by all independent non-executive directors. When the board of directors consider matters such as connected transactions, the special meeting of independent non-executive directors shall approve the matters in advance.

The Company shall convene special meetings of the independent non-executive directors on a regular or irregular basis. Matters listed in items (I) to (III) of paragraph 1 of Article 132 and Article 133 of the Articles of Association shall be considered by the special meeting of independent non-executive directors.

The special meetings of independent non-executive directors may study and discuss other matters of the Company if necessary.

The special meetings of independent non-executive directors shall be convened and presided over by an independent non-executive director jointly elected by a majority of the independent non-executive directors. If the convener fails to or is unable to perform his or her duties, two or more independent non-executive directors may, on their initiative, convene a meeting and elect a representative to preside over the meeting.

Minutes of special meetings of independent non-executive directors should be prepared in accordance with the regulations and the views of independent non-executive directors should be set out in the minutes. The independent non-executive directors should sign to confirm the minutes of the meeting.

The Company shall facilitate and support the convening of special meetings of independent non-executive directors.

Chapter 10 Special Committees of the Board of Directors

Article 135

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 136
The audit committee consists of three non-executive directors who do not hold senior management positions in the Company, of which two are independent non-executive directors, with the accounting professionals among the independent non-executive directors serving as conveners.

Article 137
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 Company’s auditing business;
(III) appointment or dismissal of the 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 provided by laws, administrative regulations, departmental rules, the listing rules of the places where the Company’s shares are listed and the Articles of Association.

Article 138
The audit committee shall hold at least one meeting every quarter, and may hold an extraordinary meeting when two or more members propose, or when the convenor 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 139
The board of directors of the Company has established the nomination committee and the remuneration and appraisal committee to perform their duties in accordance with the Articles of Association and the authorization of the board of directors, and the proposals of these specialized committees shall be submitted to the board of directors for consideration. The board of directors shall be responsible for formulating the working procedures of the special committees.

More than half of the members of the nomination committee and the remuneration and appraisal committee shall be independent non-executive directors, who shall act as the convener.

Article 140
The nomination committee is responsible for formulating the standards and procedures for the selection of directors and senior management members, selecting and reviewing the candidates for directors and senior management members and their qualifications for office, and making recommendations to the board of directors on the following matters:

(I) nominating or removing of directors;
(II) appointing or dismissing senior management members;
(III) other matters as provided by laws, administrative regulations, departmental rules, 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 nomination committee, it shall record the opinion of the nomination committee and the specific reasons for not adopting in the resolution of the board of directors and disclose the same.

Article 141
The remuneration and appraisal committee is responsible for formulating the evaluation criteria for directors and senior management and conducting the evaluation, preparing and reviewing the remuneration policies and programs for directors and senior management such as the mechanism for determining the remuneration of directors and senior management, the decision-making process, and the arrangements for the payment and stoppage of recourse, and making recommendations to the board of directors on the following matters:

(I) the remuneration of directors and senior management;

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(II) formulating or changing the share incentive scheme and employee share ownership scheme, granting of rights and benefits to the targets of the incentives and fulfillment of the conditions for exercising the rights and benefits;

(III) arranging share ownership schemes for directors and senior management in the subsidiaries proposed to be spun off;

(IV) other matters as provided by laws, administrative regulations, departmental rules, 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 appraisal committee, it shall record the opinion of the remuneration and appraisal committee and the specific reasons for not adopting in the resolution of the board of directors and disclose the same.

Chapter 11 Senior Management Members

Article 142

The Company has one general manager, several deputy general managers to assist the general manager; and one chief financial officer. The general manager, deputy general managers and chief financial officer shall be appointed or dismissed by the board of directors.

Article 143

The restrictions on director eligibility under these Articles of Association shall apply equally to the senior management.

Provisions regarding fiduciary duties and duty of diligence of directors under these Articles of Association shall apply equally to the senior management.

Article 144

Any person who holds an executive position in the controlling shareholder of the Company other than as a director or supervisor shall not be appointed as a senior management member of the Company.

The senior management of the Company is paid only by the Company and is not paid by the controlling shareholder on behalf of the Company.

Article 145

The general manager shall serve a term of three years, and may serve consecutive terms if reappointed.

The general manager may resign before his/her term of office expires. The procedure and rules for such resignation shall be specified in the labor contract between the general manager and the Company. If the general manager is incapable of performing his/her duty for any special reason, the board of directors shall designate one deputy general manager to act on his/her behalf.

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Directors may concurrently serve as general manager or other senior management personnel.

Article 146
The general manager shall be accountable to the board of directors and exercise the following functions and powers:

(I) to be in charge of the production, operation and management of the Company, organize the implementation of resolutions board of directors, and to report his/her works to the board of directors;
(II) to organise the implementation of the Company’s annual business plans and investment plans;
(III) to prepare plans for the establishment of the Company’s internal management organisation;
(IV) to prepare plans for the establishment of the Company’s branches;
(V) to set up the Company’s basic management system;
(VI) to formulate the Company’s basic regulations;
(VII) to propose the appointment or dismissal of the Company’s deputy general manager, chief financial officer;
(VIII) to determine the appointment or dismissal of management personnel other than those required to be appointed or dismissed by the board of directors;
(IX) such other functions and powers conferred by these Articles of Association or the board of directors.

Article 147
The general manager of the Company shall attend board meetings. A non-director manager shall not have any voting right at the board meetings.

Article 148
The general manager shall formulate detailed working rules of the general manager, which shall be submitted to the board of directors for approval before implementation.

Article 149
The general manager’s work rules shall include the following:

(I) the conditions and procedures for convening the managers’ meeting and the persons attending it;
(II) the specific responsibilities of each of the managers and other senior management and their respective duties and division of responsibilities;

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(III) the authority to utilize the Company's funds and assets and to enter into major contracts, as well as the reporting system to the board of directors;

(IV) such other matters as the board of directors may deem necessary.

Article 150
The Company shall have a secretary to the board of directors. The secretary to the board of directors is responsible for the preparation and documentation of general meetings and board meetings of the Company, as well as the management of shareholders' information of the Company, information disclosure matters and other matters.

The secretary to the board of the directors shall abide by the relevant provisions of the laws, administrative regulations, department rules, the Articles of Association and the listing rules of the place where the Company's shares are listed.

Article 151
The Company shall be liable for any damages caused to others by senior management in the performance of their duties for the Company, and shall also be liable for any damages caused by intent or gross negligence on the part of the senior management.

Where any member of the senior management violates the laws, administrative regulations, department rules or the Articles of Association in the performance of his/her duties resulting in any loss to the Company, such member shall be liable for compensation.

Article 152
The senior management of the Company shall perform duties faithfully and safeguard the best interests of the Company and all shareholders. Where any member of the senior management of the Company fails to perform duties faithfully or violate his/her fiduciary duties resulting in any loss to the interests of the Company and the general public shareholders, such member shall be liable for compensation in accordance with the law.

Chapter 12 Financial and Accounting System, Profit Distribution and Audit

Section 1 Financial and Accounting System

Article 153
The Company shall formulate its financial and accounting systems in accordance with the laws, administrative regulations, listing rules of the place where the Company's shares are listed and the PRC accounting standards formulated by the relevant financial authority of the State Council.

Article 154
The fiscal year of the Company follows the Gregorian calendar year, i.e. from January 1 to December 31 every year.

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The Company shall prepare financial reports at the end of each fiscal year. Such reports shall be audited by an accounting firm in accordance with the law.

Article 155
The Company shall submit and disclose, among others, the annual report, interim report and the results announcement, and/or submit the same to shareholders in accordance with the laws and regulations of the listing place, and the listing rules and other regulatory documents of the stock exchange of the places where the Company’s shares are listed.

Article 156
The financial statements of the Company shall be prepared not only in accordance with PRC accounting standards and regulations, but also in accordance with international accounting standards or the accounting standards of the place outside the PRC where shares of the Company are listed. If there are major differences in the financial statements prepared in accordance with these two sets of accounting standards, such differences shall be stated in notes appended to such financial statements. In distributing its profits after tax for an accounting year, the lower of the two amounts shown in the financial statements shall be adopted.

Article 157
Any interim results or financial information published or disclosed by the Company shall be prepared not only in accordance with the PRC accounting standards and regulations, but also in accordance with either the international accounting standards or the accounting standards of the place outside the PRC where shares of the Company are listed.

Article 158
The Company shall not establish account books other than the statutory account books. The assets of the Company shall not be deposited into any personal account.

Article 159
Where the Company distributes its after-tax profits for a given year, it shall allocate 10% of the profits to its statutory common reserve. The Company shall no longer be required to make allocations to its statutory common reserve once the aggregate amount of such reserve reaches at least 50% of its registered capital.

If the Company’s statutory common reserve is insufficient to make up losses from previous years, the Company shall use its profits from the current year to make up such losses before making the allocation to its statutory common reserve in accordance with the preceding paragraph.

After making the allocation from its after-tax profits to its statutory common reserve, the Company may, subject to a resolution of the general meeting, make an allocation from its after-tax profits to the discretionary common reserve.

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After the Company has made up its losses and made allocations to its common reserves, the remaining profits of the Company shall be distributed in proportion to the shareholdings of its shareholders, unless these Articles of Association provide that distributions are to be made otherwise than proportionally.

If the general meeting breaches the provisions of the preceding paragraphs by distributing profits to shareholders before the Company has made up its losses and made allocations to the statutory common reserve, the shareholders must return to the Company the profits that were distributed in breach of the said provisions. If the Company suffers losses, the shareholders and responsible directors and senior management shall be liable for compensation.

Shares of the Company that are held by the Company itself shall not be subject to the distribution of profits.

Article 160

The common reserve of the Company is used to make up the Company's losses, expand the production operation of the Company or increase the Company's capital.

To cover the Company's losses, the discretionary reserve and legal reserve should first be utilized; if the losses still cannot be covered, the capital reserve may be utilized in accordance with the regulations.

When statutory common reserve is converted into increased registered capital, the remaining balance of that reserve shall not fall below 25% of the registered capital of the Company before the conversion.

Article 161

The distribution of dividends (or shares) shall be completed within two months after the profit distribution plan has been resolved at shareholders' general meeting or the board of directors of the Company formulates a specific plan in accordance with the conditions and cap for the following year's interim dividend approved by the annual general meeting.

Article 162

The Company shall appoint receiving agents for holders of overseas-listed foreign shares. The receiving agents shall collect on behalf of the relevant shareholders the dividends distributed and other amount payable by the Company in respect of overseas-listed foreign shares.

The receiving agents appointed by the Company shall meet the requirements of the laws of the place or the relevant regulations of the stock exchange where the Company's shares are listed.

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Section 2 Internal Audits

Article 163
The Company has implemented an internal audit system, which specifies the leadership system, responsibilities and authorization, staffing, financial security, use of audit results and accountability for internal audit work.

The Company’s internal audit system is implemented after approval by the board of directors and is disclosed to the public.

Article 164
The internal audit institution is accountable to the board of directors.

During the supervision and inspection of the Company’s business activities, risk management, internal control, and financial information, the internal audit institution shall be subject to the oversight and guidance of the audit committee. If the internal audit institution discovers any significant issues or leads, it shall immediately report directly to the audit committee.

Article 165
The internal audit institution is responsible for the specific organization and implementation of the company’s internal control evaluation. Based on the evaluation report issued by the internal audit institution and reviewed by the audit committee, as well as relevant materials, the Company shall issue its annual internal control evaluation report.

Article 166
When the audit committee communicates with external audit units such as accounting firms and national audit organizations, the internal audit organization shall actively cooperate and provide necessary support and collaboration.

Article 167
The Audit Committee participates in the evaluation of the person in charge of internal audit.

Section 3 Appointment of Accounting Firm

Article 168
The Company shall appoint an independent accounting firm which is qualified under the Securities Law and the relevant regulations of the PRC to perform business such as audits of accounting statements, verification of net assets, and other related consulting services for a year and subject to reappointment.

The accounting firm appointed by the Company shall hold office from the conclusion of the current annual general meeting until the conclusion of the next annual general meeting.

Article 169
The Company’s appointment and dismissal of an accounting firm is determined by the general meeting, and the board of directors shall not appoint an accounting firm prior to the decision of the general meeting.

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Article 170
The Company ensures that it will provide true and complete accounting evidences, books, financial and accounting reports and other accounting data to the accounting firm it employs without any refusal, withholding and misrepresentation.

Article 171
Remuneration of the accounting firm or the manner in which such firm is to be remunerated shall be determined at the general meeting by ordinary resolution.

Article 172
The audit fee of the accounting firm is determined at the general meeting.

Article 173
The Company’s appointment, removal and non-reappointment of an accounting firm shall be decided at the general meeting by ordinary resolutions.

Article 174
Prior notice shall be given to the accounting firm if the Company decides to dismiss such accounting firm or not to renew the appointment thereof. When the Company’s general meeting votes on the dismissal of the accounting firm, the accounting firm is allowed to present its opinion.

Where an accounting firm tenders its resignation, it shall explain at the general meeting whether there has been any impropriety on the part of the Company.

Chapter 13 Merger, Division, Capital Increase, Reduction of Capital, Dissolution and Liquidation

Section 1 Merger and Division and Capital Increase and Reduction of Capital

Article 175
The merger of a company may take the form of absorption or the establishment of a new company.

If a company merges by absorption of another company, the company which is absorbed shall be dissolved. If two or more companies merge by forming a new corporation, the original companies will be dissolved.

Article 176
Where the consideration for the merger payable by the Company does not exceed 10% of the net assets of the Company, the merger is not subject to the approval of general meeting, unless otherwise provided in these Articles of Association.

Any merger of the Company not subject to the approval of general meeting under the preceding paragraphs shall be subject to the approval of the board of directors.

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Article 177
In the event of a merger, the merging parties shall execute a merger agreement, and prepare balance sheets and a property list. The Company shall notify its creditors within 10 days from the date of the consolidation resolution, and publish an announcement in newspapers recognized by the stock exchange of the places where the Company's shares are listed or in the National Enterprise Credit Information Publication System within 30 days.

The creditors may require the Company to settle its debts or provide corresponding guarantees within 30 days after receipt of the notice or within 45 days after the announcement if the creditors fail to receive the notice.

The creditors' rights and debts of each of the merging parties shall be assumed by the company which survives the merger or the newly established company.

Article 178
When the Company is divided, its properties shall be divided up accordingly.

In the event of a division of the Company, the balance sheets and a property list of the Company shall be prepared. The Company shall notify its creditors within 10 days from the date of the division resolution, and publish an announcement in newspapers recognized by the stock exchange of the places where the Company's shares are listed or in the National Enterprise Credit Information Publication System within 30 days.

Debts of the Company prior to division shall be jointly assumed by the companies which exist after the division, except provided otherwise in the written agreement between the Company and the creditors relating to the settlement of debt before the division.

Article 179
If the Company reduces its registered capital, it will prepare a balance sheet and a list of assets.

The Company shall notify its creditors within 10 days from the date of the resolution to reduce the registered capital, and publish an announcement in newspapers recognized by the stock exchange of the places where the Company's shares are listed or in the National Enterprise Credit Information Publication System within 30 days. The creditors shall have the right to require the Company to settle its debts or provide corresponding guarantees within 30 days after receipt of the notice or within 45 days after the announcement if the creditors fail to receive the notice.

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If the Company reduces its registered capital, it shall reduce its capital contribution or shares in proportion to the shares held by its shareholders, unless otherwise provided by law or the Articles of Association.

Article 180

If the Company still has losses after making up for them in accordance with the provisions of items (II) of Article 160 of the Articles of Association, it may reduce its registered capital to make up for the losses. Where the registered capital is reduced to make up for losses, the Company shall not make distributions to shareholders, nor shall it exempt shareholders from their obligations to make capital contributions or pay for shares.

Where the registered capital is reduced in accordance with the preceding paragraph, the provisions of item (II) of Article 179 of the Articles of Association does not apply but an announcement shall be made within 30 days from the date of the resolution to reduce the registered capital on newspapers recognized by the stock exchange of the places where the Company's shares are listed or in the National Enterprise Credit Information Publication System.

After the Company reduces its registered capital in accordance with the provisions of the preceding two paragraphs, it shall not distribute profits until the accumulated amount of the statutory reserve and the discretionary reserve reaches 50% of the Company's registered capital.

Article 181

In the event that the registered capital is reduced in violation of the Company Law and other relevant regulations, the shareholders shall return the funds received and the original status shall be restored if the shareholders' capital contribution is reduced or exempted; if the Company suffers losses, the shareholders and responsible directors and senior management shall be liable for compensation.

Article 182

When the Company issues new shares for the purpose of increasing its registered capital, the shareholders shall not be entitled to pre-emptive rights, unless otherwise provided for in these Articles of Association or determined by a resolution of the general meeting that the shareholders shall be entitled to pre-emptive rights.

Article 183

Changes in particulars of the companies after merger or division must be registered with the registration authorities in accordance with the law. Cancellation of registration of shall be made in accordance with the law when a company is dissolved. Incorporation of a company shall be registered when a new company is incorporated in accordance with the law.

The Company shall register the change with company registration authorities in accordance with the law for an increase or a reduction in registered capital.

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Section 2 Dissolution and Liquidation

Article 184

The Company shall be dissolved and liquidated according to the laws in any of the following circumstances:

(I) the term of its operations set out in the articles of association has expired or events of dissolution specified in the articles of association have occurred;

(II) the general meeting resolves to dissolve the Company;

(III) dissolution is necessary as a result of the merger or division of the Company;

(IV) the Company's business licence is revoked or it is ordered to close down or it is deregistered according to laws; or

(V) serious difficulties arise from the operation and management of the Company and its continued existence would cause material loss to the interests of the shareholders and such difficulties cannot be resolved through other means, in which case shareholders holding at least 10% of voting rights of the Company may petition to a People's Court to dissolve the Company.

In the event of occurrence of any cause leading to the dissolution of the Company as stipulated in the preceding paragraph, such dissolution cause shall be published on the National Enterprise Credit Information Publicity System within 10 days upon its occurrence.

Article 185

In the event that the Company encounters the circumstances mentioned in items (I) and (II) of the Article 184 and has not yet distributed its property to its shareholders, the Company may survive by amending the Articles of Association or by resolution of the shareholders at the general meeting.

Amendments to the Articles of Association or resolutions of the general meeting pursuant to the preceding paragraph shall require the approval of more than two-thirds of the votes held by the shareholders present at the general meeting.

Article 186

Where the Company is dissolved pursuant to items (I), (II), (IV), (V) of Article 184 hereof, it shall conduct liquidation. Directors shall be liquidators of the Company and a liquidation committee shall be set up within 15 days from the date upon which the cause of dissolution arises to start the liquidation process.

The liquidation committee shall be composed of directors or persons determined at general meeting.

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If the liquidator fails to perform the liquidation obligation in time and causes losses to the company or creditors, it shall be liable for compensation.

Article 187
The liquidation committee shall notify creditors within 10 days of its establishment, and make announcements on the newspapers designated by the stock exchange where the Company’s shares are listed or the National Enterprise Credit Information Publicity System within 60 days of its establishment. Creditors shall declare their claims to the liquidation committee within 30 days from the date of receipt of the written notice or, if they did not receive a written notice, within 45 days from the date of the announcement.

To declare the claims, a creditor shall explain the relevant matters and provide relevant supporting materials. The liquidation committee shall register the claims.

The liquidation committee shall not settle debts to any creditor during the period of claim declaration.

Article 188
The liquidation committee exercises the following functions during the process of liquidation:

(I) to ascertain the Company’s properties and prepare a balance sheet and a property list;
(II) to notify creditors by notice or announcement;
(III) to deal with the outstanding affairs of the Company in relation to the liquidation;
(IV) to pay any tax overdue as well as tax amounts arising from the process of liquidation;
(V) to settle claims and debts;
(VI) to allocate of the remaining properties of the Company after the settlement of debts; and
(VII) to represent the Company in any civil proceedings.

Article 189
After the liquidation committee has ascertained the Company’s property and prepared a balance sheet and property list, it shall formulate a liquidation plan and submit such plan to the general meeting or the People’s Court for confirmation.

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The Company's property remaining after payment of the liquidation expenses, the wages, social insurance premiums and statutory compensation of the employees, the taxes owed and all the Company's debts shall be distributed by the Company to the shareholders in proportion to the shares they hold.

During liquidation, the Company shall continue to exist but may not engage in any business activities unrelated to the liquidation. The Company's property will not be distributed to the shareholders until repayment of its debts in accordance with the preceding paragraph.

Article 190

The liquidation committee, having liquidated the Company's property and prepared a balance sheet and property list, discovers that the Company's property is insufficient to pay its debts in full, it shall apply to the People's Court for bankruptcy and liquidation in accordance with the laws.

After the bankruptcy application is accepted by the People's Court, the liquidation committee shall prepare and hand over the liquidation matters to the bankruptcy administrator designated by the People's Court.

Article 191

Following the completion of liquidation of the Company, the liquidation committee shall formulate a liquidation report, submit the same to the general meeting or the People's Court for confirmation, submit the same to the company registration authority to apply for company deregistration.

Article 192

Members of the liquidation committee shall, in performing their duties of liquidation, have duties of loyalty and diligence.

If any member of the liquidation committee fails to perform his liquidation duties and causes losses to the company, the member of the liquidation committee shall be liable for compensation; Where losses are caused to the creditor or due to intent or gross negligence, the member of the liquidation committee shall be liable for compensation.

Article 193

Where the Company is declared bankrupt in accordance with the laws, it shall implement bankruptcy and liquidation in accordance with the relevant laws on corporate bankruptcy.

Chapter 14 Amendments to the Articles of Association

Article 194

The Company may amend these Articles of Association in accordance with the laws, administrative regulations, listing rules of the place where the Company's shares are listed and these Articles of Association.

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Article 195
In any one of the following situations, the Company shall amend these Articles of Association:

(I) after the amendment of the Company Law or relevant laws or administrative regulations or listing rules of the place where the Company's shares are listed, the contents of these Articles of Association conflict with such amended laws or administrative regulations or listing rules of the place where the Company's shares are listed;

(II) there are changes in the Company rendering these Articles of Association incorrect;

(III) the general meeting resolves to amend these Articles of Association.

Article 196
If an amendment to the Articles of Association involves matters which require the approval from the competent regulatory authority, it shall be submitted to the competent regulatory authority for approval. If an amendment to the Articles of Association involves a registered particular of the Company, registration of the change shall be carried out in accordance with the laws.

Article 197
The board of directors shall amend the Articles of Association according to the resolutions at the general meeting and the regulatory comments of the relevant competent authorities.

Article 198
Any amendment to the Articles of Association that involves information to be disclosed as required by the laws, regulations or the listing rules of the places where the Company's shares are listed shall be publicly announced as required.

Chapter 15 Notices

Article 199
Notices of the Company may be served through means as follows:

(I) by hand;

(II) by post;

(III) by fax or email;

(IV) subject to the laws, regulations and the listing rules of the stock exchange of the places where the Company's shares are listed, by publishing at the Company's website and such website as designated by the relevant stock exchange;

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(V) by public announcement;

(VI) by such other means as agreed between the Company and the recipient in advance or accepted by the recipient after receipt of such notices; or

(VII) by such other means as approved by the relevant regulatory agency of the places where the Company’s shares are listed or as set out in these Articles of Association.

Notwithstanding the provisions on the publication or notice of any document, announcement or other communications in these Articles of Association, the Company may, pursuant to the listing rules of the places where its shares are listed, adopt the mode of service as stipulated in item (IV) of paragraph 1 of this Article to publish its communication, in substitution for the sending of written documents by hand or post to each holder of overseas-listed foreign shares. The foregoing corporate communication refers to any document sent or to be sent by the Company for its shareholders’ reference or actions, including but not limited to annual report (including annual financial report), interim report (including interim financial report), report of the board of directors (including balance sheet and income statement), notice of general meeting, circular and other communication documents.

Article 200

Where a notice is served by way of announcement, and once the announcement is published, all relevant persons shall be deemed to have received the notice.

Article 201

Unless otherwise provided in these Articles of Association, the modes of service set forth above may also be applicable to notices for general meetings, meetings of the board of directors.

Article 202

For a notice delivered by hand, the person on whom it is served shall sign (or affix his/her seal to) the acknowledgement slip, and the date on which he/she signed in receipt shall be the date of the service. For a notice delivered by post, the date of service shall be 48 hours from the date of consignment to the post office. For a notice delivered by fax, email or publication on a website, the date on which such notice is dispatched shall be the date of service. For a notice delivered by way of a public announcement, the first day of publication shall be the date of service.

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Article 203

If the listing rules of the stock exchange where the Company's shares are listed require the Company to send, post, dispatch, issue, publish or otherwise provide relevant documents of the Company in both English and Chinese versions, the Company may, to the extent permitted by laws and regulations and in accordance with applicable laws and regulations, (if a shareholder has so indicated) only send him/her the English versions or Chinese versions of documents if the Company has made sufficient arrangements to ascertain whether its shareholders wish to only receive English version or Chinese version of documents.

Article 204

In the event that the notice of the meeting is not sent to persons entitled to receive it due to accidental omission, or such persons fail to receive notice of the meeting, the meeting and resolutions made at the meeting shall not be thereby invalidated.

Chapter 16 Supplementary Provisions

Article 205

Definitions

(I) A "controlling shareholder" means the shareholder whose shares account for more than 50% of the total share capital of a joint stock limited company; or the shareholder who holds less than 50% of the shares, but whose voting rights are sufficient to have a significant impact on the resolution of the general meeting according to the shares held.

(II) A "de facto controller" means natural, legal person or other organizations, who can actually control the activities of the Company through investment relationship, agreement, or other arrangement.

(III) "Connected relationship" is the relationship between the controlling shareholder, de facto controller, directors or senior management personnel, and enterprises directly or indirectly controlled by them, as well as other relationships which may possibly cause the transfer of the Company's interests. However, state-owned enterprises will not be regarded as having connected relationship simply because they are commonly controlled by the state.

Article 206

The Board may formulate by-laws in accordance with the Articles of Association, provided that such by-laws shall not be in violation of the Articles of Association.

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Article 207
In these Articles of Association, the terms “not less than”, “within”, “not more than” and “before” shall include the given figure, and the terms “more than”, “beyond”, “exceeding”, “below”, “less than”, “not more than” and “more than” shall not include the given figure.

Article 208
The term “accounting firm” as used in these Articles of Association shall have the same meaning as “auditor”.

Article 209
These Articles of Association are written in Chinese. If it conflicts with a version in any other language, the Chinese version which was most recently approved and registered at the competent authority for market regulation shall prevail.

Article 210
Matters not covered in these Articles of Association shall be dealt with in accordance with the laws, administrative regulations and the relevant regulations of the securities regulatory agencies of the place where the Company’s shares are listed and based on the actual situation of the Company. Where these Articles of Association are in conflict with the promulgated laws, administrative regulations, other relevant normative documents and the listing rules of the stock exchange of the place where the Company’s shares are listed, such promulgated laws, administrative regulations, other relevant normative documents and the listing rules of the stock exchange of the place where the Company’s shares are listed shall be complied with.

Article 211
The board of directors shall be responsible for the interpretation of these Articles of Association.

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FOR THE GENERAL MEETING OF SHAREHOLDERS

Beijing UBOX Online Technology Corp.
北京友寶在線科技股份有限公司

Rules of Procedures for the General
Meeting of Shareholders

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Chapter 1 General Provisions

Article 1

To safeguard the legitimate rights and interests of shareholders, further clarify the responsibilities and authorities of the general meeting of Beijing UBOX Online Technology Corp. (the "Company"), regulate its organization and conduct, ensure that the general meeting exercises its powers in accordance with the law and improve the efficiency of meeting deliberations, the Company formulated these Rules in accordance with the provisions of the Company Law of the People's Republic of China (the "Company Law"), 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 Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), and these Articles of Association of Beijing UBOX Online Technology Corp. (H Shares) (the "Articles of Association").

Article 2

These Rules apply to the general meeting of the Company and shall be binding on the Company, all shareholders, shareholders' proxies, directors, senior management, and other relevant personnel attending the general meetings of the Company.

Article 3

The Company shall convene general meeting in strict compliance with the relevant provisions of laws, administrative regulations, these Articles of Association, and these Rules, ensuring that shareholders can exercise their rights in accordance with the law. The board of directors of the Company shall diligently fulfill its responsibilities, organizing general meeting in a conscientious and timely manner. All directors of the Company shall exercise due diligence to ensure the proper convening of general meeting and the lawful exercise of their functions and powers.

Article 4

All shareholders registered in the register of members on the record date shall be entitled to attend the general meeting in person or by proxy, and have the rights to know, to speak, to inquire and to vote, as well as other rights of a shareholder in accordance with laws, administrative regulations, these Articles of Association and these Rules.

Shareholders and proxies attending the general meeting shall observe relevant laws, administrative regulations, these Articles of Association and these Rules, keep order in earnest and shall not infringe upon the legitimate rights and interests of other shareholders.

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Chapter 2 General Provisions of the General Meetings

Article 5

The general meeting is the power of authority of the Company and shall exercise the following functions and powers in accordance with the laws:

(I) to elect and replace the directors who are not the employee representative directors, and to determine matters relating to the remuneration of the directors;

(II) to consider and approve the reports of the board of directors;

(III) to consider and approve the profit distribution plans and plans for recovery of losses of the Company;

(IV) to make resolutions on increase or reduction of the Company's registered capital;

(V) to make resolutions on the issuance of bonds by the Company;

(VI) to make resolutions on the merger, division, dissolution, liquidation or change of the form of the Company;

(VII) to amend these Articles of Association;

(VIII) to make resolutions on the appointment, dismissal of accounting firms undertaking audit business of the Company;

(IX) to consider and approve guarantees stipulated in Article 6;

(X) to consider the matters in relation to purchase or disposal of material assets by the Company with an amount exceeding 30% of the Company's latest audited total assets within one year;

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(XI) to consider and approve the change in the use of proceeds;

(XII) to consider the equity incentive schemes and employee stock ownership schemes;

(XIII) to consider other matters that required to be resolved by the general meeting as prescribed by the law, administrative regulations, departmental rules, the listing rules of the stock exchange where the Company's shares are listed, and these Articles of Association.

The general meeting may authorize the board of directors to make a resolution regarding an issuance of corporate bonds.

The Company may issue shares or corporate bonds convertible into shares upon resolution by the general meeting, or resolution of the board of directors authorized by these Articles of Association or the general meeting, and the specific implementation of which shall comply with applicable laws, administrative regulations, departmental rules, and the listing rules of the stock exchange where the Company's shares are listed.

Unless otherwise provided by laws, administrative regulations, departmental rules or the listing rules of the stock exchange where the Company's shares are listed, the aforesaid powers of the general meeting shall not be delegated to the board of directors or any other body or individual for exercise.

Article 6

The following external guarantees of the Company shall be submitted to the general meeting for approval after being considered and approved by the board of directors:

(I) any guarantee to be provided after the total amount of external guarantees provided by the Company and its subsidiaries has exceeded 50% of the Company's audited net assets of the latest period;

(II) any guarantee to be provided after the total amount of external guarantees provided by the Company has exceeded 30% of the Company's audited total assets of the latest period;

(III) any guarantee to be provided where the total guarantee amount provided by the Company to others within one year has exceeded 30% of the Company's audited total assets of the latest period;

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(IV) any guarantee to be provided for a party with a gearing ratio of over 70%;

(V) any single guarantee with guarantee amount exceeding 10% of the Company’s audited net assets of the latest period;

(VI) any guarantee to be provided for the shareholders, de facto controllers and their related parties;

(VII) other guarantee situations stipulated by laws, administrative regulations, rules and other normative documents.

When the general meeting considers a proposal to provide guarantees to shareholders, de facto controllers and their connected parties, such shareholders or shareholders controlled by such de facto controllers shall abstain from voting on such resolution. The resolution must be passed by a simple majority of the voting rights held by other shareholders present at the meeting. Where the Company provides guarantees to controlling shareholders, de facto controllers or their connected parties, such controlling shareholders, actual controllers or connected parties shall provide counter-guarantees.

The provisions in items (I) to (VI) of the first paragraph of this article may be waived when the Company provides guarantees for wholly owned subsidiaries or for controlling subsidiaries where other shareholders of the controlling subsidiaries provide guarantees in the same proportion based on their equity interests they are entitled to, without prejudice to the interests of the Company.

Article 7

For matters that shall be decided by the general meeting as stipulated by laws, regulations, listing rules of the place where the Company’s shares are listed and these Articles of Association, such matters shall be deliberated by the general meeting so as to protect the shareholders’ decision-making rights on such matters. In addition to the foregoing matters, the general meeting may authorize the board of directors to make decisions within the functions and powers of the general meeting when necessary, reasonable and lawful.

Article 8

General meetings include annual general meetings and extraordinary general meetings. The annual general meeting shall be held once every year within six months from the end of the preceding fiscal year.

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Article 9

The board of directors shall convene an extraordinary general meeting within two months from the date of occurrence of any of the following circumstances:

(I) the number of directors is less than the number provided for in the Company Law or less than two-thirds of the number prescribed in these Articles of Association;

(II) the losses of the Company that have not been made up reach one-third of its total share capital;

(III) a request is made by shareholders individually or jointly holding more than 10% of the Company’s shares;

(IV) the board of directors considers it necessary;

(V) the audit committee proposes that such a meeting shall be held;

(VI) other circumstances as specified by laws, administrative regulations, departmental rules, or these Articles of Association.

Chapter 3 Procedures for Convening the General Meeting

Section 1 Convening of General Meetings

Article 10

The board of directors shall convene general meetings within the prescribed time limit.

Article 11

Upon approval by a simple majority of all independent non-executive directors, the independent non-executive directors shall have the right to propose the convening of an extraordinary general meeting to the board of directors. In response to such a proposal, the board of directors shall provide written feedback within 10 days of receiving the proposal, indicating whether it agrees or disagrees to convene the extraordinary general meeting in accordance with applicable laws, administrative regulations, the listing rules of the place where the Company’s shares are listed and the provisions of these Articles of Association. If the board of directors agrees to convene the meeting, it shall issue a notice convening the general meeting within 5 days after the relevant resolution is passed; if the board of directors disagrees, it shall state the reasons and make an announcement accordingly.

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Article 12

The audit committee shall have the right to propose the convening of an extraordinary general meeting to the board of directors and shall submit such proposal in writing. The board of directors shall, provide written feedback within 10 days of receiving the proposal indicating whether it agrees or disagrees to convene the extraordinary general meeting, in accordance with applicable laws, administrative regulations, the listing rules of the place where the Company's shares are listed and the provisions of these Articles of Association.

Article 13

Shareholders individually or jointly holding more than 10% of the Company's shares (exclude treasury shares) shall have the right to make a request to the board of directors in writing to convene an extraordinary general meeting. Pursuant to the laws, administrative regulations and the Articles of Association, the board of directors shall provide written feedback on whether to agree or not to convene an extraordinary general meeting within 10 days after receiving the request.

If the board of directors does not agree to convene an extraordinary general meeting, or fails to give a response within 10 days after the receipt of the request, the shareholders individually or jointly holding more than 10% of the Company's shares shall have the right to propose to the audit committee in writing to convene an extraordinary general meeting.

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If the audit committee fails to issue a notice calling the general meeting by the prescribed deadline, the audit committee is deemed to be not convening and presiding over general meeting. In such case, shareholders individually or jointly holding more than 10% of the shares of the Company consecutively for at least 90 days may himself/herself/themselves convene and preside over such meeting.

Article 14

If the audit committee or the shareholders convene a meeting on its/ their own initiative as provided in this section, it shall make a written notice to the board of directors. The board of directors and the secretary to the board of directors shall offer cooperation for the meeting. Before the announcement of the resolutions of the general meeting, the shareholding ratio of the convening shareholders shall not be less than 10%.

Article 15

The Company shall bear the reasonable expenses incurred in the general meeting convened by the audit committee or the shareholders themselves.

Section 2 Proposals of General Meetings

Article 16

The content of a proposal of the general meeting shall comply with the relevant provisions of laws, administrative regulations, listing rules of the place where the Company's shares are listed and the Articles of Association, and shall fall within the functions and powers of the general meeting, with clear topics and specific issues for resolutions. Proposals shall be submitted in writing.

Article 17

Where the Company convenes a general meeting, the board of directors, audit committee and shareholders individually or jointly holding more than 1% of the Company's shares (exclude treasury shares) shall have the right to make proposals to the Company.

Shareholder individually or jointly holding more than 1% of the Company's shares (exclude treasury shares) may submit an interim proposal in writing to the convener 10 days before the general meeting is convened.

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The convener shall issue a supplementary notice of general meeting to all shareholders within 2 days after receipt of the proposals, announce the contents of the interim proposals and submit such proposal to the general meeting for consideration. However, this shall not apply if the interim proposal violates any laws, administrative regulations, or the provisions of these Articles of Association, or falls outside the functions and powers of the general meeting.

Save as specified in the preceding paragraph, the convener shall not change the proposals set out in the notice of general meeting or add any new proposal after the said notice is served.

Proposals not set out in the notice of general meeting or a supplementary notice of general meeting or not complying with these Rules shall not be voted on or resolved at the general meeting.

Section 3 Notice of General Meetings

Article 18

The Company shall notify shareholders of an annual general meeting by way of announcement at least 20 days before the meeting. For extraordinary general meeting, such notice shall be given at least 15 days before the meeting by way of announcement.

In calculating the aforementioned duration, the day on which the meeting is held shall not be included.

Article 19

The notice of the general meeting shall be published on the Company's website or on the designated website of the stock exchange where the Company's shares are listed, or in specified newspapers, and upon such publication, all holders of overseas-listed foreign shares and domestic shares shall be deemed to have received the notice of the relevant general meeting.

Article 20

The notice of general meeting shall include:

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

(II) the matters and proposals to be considered at the meeting;

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(III) a clear explanation indicating that all shareholders are entitled to attend the general meeting and appoint proxies in writing to attend the meeting on their behalf. A proxy does not have to be a shareholder of the Company;

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

(V) the name and telephone number of the standing contact person for the meeting affairs;

(VI) time and procedures (if any) for voting on the Internet or in other ways.

Article 21

Where the elections of directors shall be considered at the general meetings, the detailed biographies of candidates for the directors shall be fully disclosed in the notice of the general meeting, which shall include at least the following information:

(I) personal information such as educational background, work experiences and part-time employments;

(II) related party relationship, if any, with the Company, the controlling shareholder(s) and the de facto controller of the Company;

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

(IV) penalties by the securities regulatory authorities and other relevant authorities and censures by the stock exchanges.

Except for the election of directors via the accumulative voting mechanism, the election of each director candidate shall be put forward by a single proposal.

Article 22

The general meeting shall not be postponed or canceled and the proposals listed in the notice shall not be canceled without just cause after the notice of the general meeting is published. If any circumstance that may result in delay or cancellation, the convener shall announce and explain the reasons at least 2 working days before the original convening day. Where there are other rules in respect of the aforesaid matters in the listing rules of the place where the Company's shares are listed, such rules shall prevail.

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Section 4 Convening of General Meetings

Article 23

The board of directors of the Company and other conveners shall take necessary measures to ensure the order at the general meeting. Any actions that cause interference to the general meeting, provocation and troubles, and damages to the legal rights and interests of other shareholders, measures shall be taken to stop such actions and reports shall be made promptly to related departments for further consideration and handling.

Article 24

All the registered shareholders or their proxies on the record date shall have the right to attend the general meeting and exercise voting rights in accordance with applicable laws, regulations, the Articles of Association and these Rules, and neither the Company nor the convener may refuse such rights for any reason whatsoever.

A shareholder may attend the general meeting in person or appoint a proxy to attend and vote on their behalf, and such proxy need not be a shareholder of the Company.

A corporate shareholder may be represented at the general meeting by its legal representative or a person authorized by a resolution of its board of directors or other governing body, and the legal representative of a corporate shareholder may appoint a proxy to attend the meeting on his/her behalf.

If the shareholder is a recognized clearing house (or its agent) meeting the definitions in the relevant Hong Kong ordinances formulated from time to time, such shareholder may authorize one or more persons to act on his/her behalf at any general meeting. However, if more than one person is authorized, the power of attorney shall state the number and type of shares in respect of which each such person is authorized and shall be signed by the authorized officer of the recognized clearing house. The persons so authorized may attend a meeting on behalf of the recognized clearing house (or its agent) and exercise the same powers as if he/she were an individual shareholder of the Company without the need to present the shareholding certificates, the notarized power of attorney and/or further evidence of formal authorization.

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Article 25
A proxy appointed by a shareholder may exercise the right to speak and vote at the general meeting upon the shareholder’s authorization.

Article 26
An individual shareholder attending a general meeting in person shall present his/her identity card or other valid document or proof of identity; a proxy attending a general meeting on behalf of an individual shareholder shall present his/her own valid identity card and the proxy form.

Article 27
A shareholder shall appoint a proxy in writing by executing a power of attorney either by the principal personally or by the proxy authorized in writing by the principal, provided that where the principal is a legal person, the power of attorney shall be executed either under its corporate seal or by its legal representative or by a proxy duly authorized in writing.

Article 28
The proxy form issued by a shareholder to appoint a proxy to attend a general meeting shall specify:

(I) the name of the principal and the class and quantity of the Company’s shares held by such person;

(II) the name of the proxy;

(III) the specific instructions of the shareholders, including instructions to vote for, against or abstain from voting on each resolution proposed in the agenda of the general meeting;

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(IV) the date of issue and validity period of the proxy form;

(V) signature (or seal) of the principal; where the principal is a corporate shareholder, it shall be either affixed with its corporate seal or signed by a director or a duly authorized agent;

(VI) the number of shares held by the principal represented by the proxy.

Article 29

Where a power of attorney for proxy voting is executed by a person authorized by the principal, the authorization document or other instrument empowering such person to sign must be notarized, and such notarized authorization document or instrument shall be deposited together with the power of attorney for attending the meeting at the registered office of the Company or such other place as specified in the meeting notice.

Article 30

The meeting attendance register for the attendees shall be prepared by the Company, which shall include the name of each participant, the type and number of their identification document, the number of shares held or representing voting rights, and the names of the proxies.

Article 31

The general meeting shall be presided over by the chairman of the board of directors. If the chairman of the board of directors is incapable of performing or fails to perform his/her duties, the meeting shall be presided over by the vice chairman of the board of directors (if there are two or more vice chairmen, the one elected by more than one half of the directors shall preside). Where the position of vice chairman does not exist, or where the vice chairman is incapable of performing or fails to perform his/her duties, the meeting shall be presided over by a director jointly elected by more than half of directors.

A general meeting convened by the audit committee on its own initiative shall be presided over by the convener of the audit committee. If the convener of the audit committee is incapable of performing or fails to perform his/her duties, the meeting shall be presided over by a member of audit committee jointly elected by more than half of members of the audit committee.

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A general meeting convened by shareholders on their own initiative shall be presided over by the representative nominated by the convener.

Article 32

The convener shall jointly verify the validity of shareholders' qualifications based on the register of members at the close of the record date, and shall register the names of shareholders attending the meeting as well as the amount of their voting shares.

The chairman of the meeting shall, prior to voting, announce the number of shareholders and proxies attending the meeting in person as well as the total number of their voting shares which shall be the number of shareholders and proxies attending the meeting in person and the total number of their voting shares as indicated in the meeting's registration record.

The registration for the meeting shall be completed before the chairman of the meeting announces the number of shareholders and proxies that attend the meeting and the total amount of their voting shares.

Article 33

Where directors and senior management members are required to be present at general meeting, such directors and senior management members shall be present at the meeting and answer the queries from shareholders. Save for the Company's trade secrets that cannot be disclosed at the general meeting, directors and senior management members shall answer and give explanation to any queries raised and suggestions made by shareholders.

Article 34

At the annual general meeting, the board of directors shall report their work during the past year to the general meeting.

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Section 5 Voting at and Resolution of General Meeting

Article 35

Resolutions of the general meeting include ordinary resolutions and special resolutions.

Ordinary resolutions at a general meeting shall be passed by shareholders in attendance (including proxies of shareholders) holding more than half of the voting rights.

Special resolutions at a general meeting shall be passed by shareholders in attendance (including proxies of shareholders) holding at least two-thirds of the voting rights.

Unless matters required to be adopted by special resolutions under the law, administrative regulations, the Articles of Association and these Rules, other matters requiring approval of general meetings shall be adopted by ordinary resolutions.

Article 36

The following matters shall be resolved by an ordinary resolution at a general meeting:

(I) work reports of the board of directors;

(II) profit distribution plan and loss recovery plan formulated by the board of directors;

(III) the appointment and removal of, and remuneration of and manner of payment to members of the board of directors;

(IV) such matters other than those required to be adopted by special resolutions under the laws, administrative regulations and the listing rules of the stock exchange where the Company’s shares are listed or the Articles of Association.

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Article 37

The following matters shall be resolved by a special resolution at a general meeting:

(I) increase or reduction of the registered capital by the Company;

(II) division, spin-off, merger, dissolution and liquidation of the Company;

(III) amendment to the Articles of Association of the Company;

(IV) purchases or sales of any material assets and guarantee amount of the Company provided to others within a year in excess of 30% of the Company's latest total audited assets;

(V) equity incentive schemes;

(VI) other matters which the laws, administrative regulations, the listing rules of the stock exchange where the Company's shares are listed and the Articles of Association require to be adopted by special resolutions and which the general meeting considers will have a material impact on the Company and therefore require, by an ordinary resolution, to be adopted by special resolution.

Article 38

Voting at the general meeting shall be taken by way of registered poll. Shareholders or their proxies exercise their voting rights when voting at a general meeting according to the number of voting shares they represent, with one vote for each share.

Subject to and conditional upon compliance with applicable laws, regulations or requirements of the listing rules of the stock exchange of the place where the Company's shares are listed, the board of directors, independent non-executive directors and other shareholders who satisfy relevant specified requirements may publicly solicit for the voting rights from shareholders. Information including the specific voting preference shall be fully provided to the shareholders for whom voting rights are being solicited. Consideration or de facto consideration for publicly soliciting shareholders' rights is prohibited.

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Article 39

When the general meeting considers matters (for example, when considering connected transactions or relevant matters in which certain shareholders have significant interests), the relevant shareholders shall not participate in the voting if so specified in the applicable law, regulations or listing rules of the stock exchange of the place where the Company's shares are listed, and his/her voting shares will not be counted towards the total number of valid votes. The announcement on the voting results of the general meeting shall fully disclose the voting results of shareholders other than the relevant shareholders. In accordance with the applicable laws, regulations and listing rules of the stock exchange of the place where the Company's shares are listed, where any shareholder shall abstain from voting for any particular resolution, or is restricted to vote only for or against such resolution, any votes in violation of such requirement or restriction by the shareholders (or their proxies) shall not be counted in the voting results.

Article 40

When connected transactions are being considered at a general meeting, the connected shareholders shall abstain from voting, and the number of voting shares held by them shall not be counted toward the total number of valid votes. The resolutions of the general meeting shall fully disclose the results of non-connected shareholders.

Connected shareholders shall voluntarily recuse themselves. If a connected shareholder fails to do so, other informed shareholders have the right to request their recusal.

When connected transactions are being considered at a general meeting, the chairman of the meeting shall announce the list of relevant connected shareholders, clarify whether they participate in the vote, and declare the total number of voting shares held by non-connected parties attending the meeting and percentages of voting shares to the total share capital of the Company.

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Article 41
The list of candidates for directors shall be submitted to general meetings for voting by way of proposal.

When election of more than two independent non-executive directors is made at a general meeting, the cumulative voting system shall be adopted.

Under the aforesaid accumulative voting system, each share carrying voting right is entitled to such number of votes equivalent to the number of director candidates which may be pooled in the course of the election of directors at the shareholders' general meeting. The board of directors shall make a public announcement to the shareholders concerning the biographies and general information of the candidates for directors.

Article 42
When considering a proposal at the general meeting, no change will be made thereto; otherwise, the relevant change shall be treated as a new proposal which cannot proceed for voting at this general meeting.

Article 43
The same voting right shall only select any one of the voting methods, namely on-site voting, online voting or other voting methods. Only the first voting result is viewed as valid for any multiple votings of the same voting right.

Article 44
Shareholders attending the general meeting shall submit their voting in the following ways: "for", "against" or "abstain". Except for the securities registration and settlement institutions, being the nominal holders of shares under the Mainland China-Hong Kong Stock Connect Program, which may express opinions according to the intentions of actual holders.

Ballot papers that are left blank, unduly completed or illegible or that have not been used, are regarded as the voter having waived his/her/its voting rights, and the voting results corresponding to the shares in his/her/its possession shall be treated as "abstain from voting".

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Article 45
In addition to the cumulative voting system, voting for all proposals shall be conducted on an item-by-item basis. For the different proposals on the same matter, voting related thereto shall be conducted based on the chronological order of proposing the proposals. Unless a general meeting is suspended or no resolution can be adopted due to force majeure or other special reasons, no proposal shall be set aside or rejected for voting at the general meeting.

Article 46
Before a resolution is voted on at a general meeting, shareholders representatives shall be elected as vote counters and scrutinizers. If the matter under consideration involves a conflict of interest for any shareholder, such shareholders and their proxies shall not participate in vote counting or scrutinizing.

When the shareholders are voting on the proposed resolutions, shareholder representatives shall count and scrutinize the votes, and the voting result will be announced forthwith. Voting on the resolutions will be recorded in the minutes of meeting.

Article 47
The on-site voting shall not end earlier than the online voting or any other method of voting at the general meeting. The chairman of the meeting shall announce details of voting in connection with each proposed resolution, the voting result and whether the proposed resolution is passed in accordance with the voting result.

Before the formal announcement of the voting result, any institution and individual with knowledge of the voting details shall bear the duty of confidentiality of the voting.

Article 48
The general meeting shall form a written resolution.

Article 49
Any resolution of the general meeting that violates laws or administrative regulations shall be invalid.

In the event that the convening procedure or voting method of the general meeting is in violation of laws, administrative regulations, Articles of Association or these Rules, or resolution of which violates the Articles of Association, any shareholder is entitled to ask the People's Court to overturn it within 60 days after the resolution is made. However, this shall not apply where the procedural defects in convening the general meeting or meeting of the board of directors are minor and have no substantive impact on the resolution.

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Section 6 The Minutes of General Meeting

Article 50

The minutes of general meeting shall be prepared 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 chairman of the meeting and the names of the directors, general manager and other senior management members attending or present at the meeting;

(III) The numbers of shareholders and proxies attending the meeting, total number of voting shares they represent and the percentages of their voting shares to the total share capital of the Company;

(IV) The process of consideration and discussion, summary of any speech and voting results of each proposal. When recording the voting results, the voting status of domestic shareholders and holders of domestic listed foreign shares on each resolution shall be recorded;

(V) Shareholders’ questions, opinions or suggestions and corresponding answers or explanations;

(VI) Names of vote counters and scrutinizer of the voting;

(VII) Other contents to be included as specified in laws, administrative regulations, Articles of Association and these Rules.

Article 51

The convener shall ensure that the minutes are true, accurate and complete. Directors, secretary to the board of directors, conveners and their representatives and the chairman of the meeting attending the meeting shall sign on the minutes. The minutes shall be kept together with the registration record of attending shareholders, authorization letters of proxies and other valid information for a period of 10 years.

Article 52

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Chapter 4 The Announcement of the Resolutions of the General Meeting

Article 53

The resolutions of the general meeting shall be announced in a timely manner, and the numbers of shareholders and proxies attending the meeting, the total number of voting shares they represent, the percentages of their voting shares to the total share capital of the Company, the voting methods, the voting results of each proposal and the details of the resolutions adopted shall be set out in the announcement, and the attendance and voting status of holders of domestic shares and holders of foreign shares at the meeting shall be counted and announced separately.

Article 54

If a proposal is not passed, or if a resolution of previous general meeting is changed by the present general meeting, special highlight in connection therewith should be made in the resolutions of the general meeting.

Article 55

When the general meeting has passed resolutions regarding cash distribution, bonus issue or conversion of capital reserve into share capital, the specific resolutions shall be implemented by the board of directors within 2 months after the conclusion of this general meeting.

Chapter 5 Supplementary Provisions

Article 56

These rules of procedure are formulated by the board of directors, and shall be appended to the Articles of Association and shall be effective from the date of approval by the general meeting. From the date of effective of these rules of procedure, the original Rules of Procedure for the General Meeting of Shareholders will automatically become invalid. Any amendments to these rules of procedure shall be made through amendments proposed by the board of directors, and shall be effective after being approved by more than half of the voting rights held by the shareholders attending at the general meeting.

Article 57

Any other matters which are not stipulated under these rules of procedure shall be implemented in accordance with the law, regulations, listing rules of the stock exchange of the place where the Company's shares are listed and the Articles of Association. If these rules of procedure conflict with relevant laws and regulations, the Listing Rules and other relevant regulatory rules of the place of listing or the Articles of Association, such laws and regulations, the Listing Rules and other relevant regulatory rules of the place of listing and the Articles of Association shall prevail. These rules of procedure shall be amended accordingly as soon as possible, and submitted to more than half of the voting rights held by shareholders attending the general meeting for approval.

Article 58

Unless otherwise specified, in these Rules, the terms "more than", "within" and "at least" shall include the given figure following such terms; and the terms "not more than", "over", "less than", "below", "less than", "exceeding" shall not include the given figure following such terms.

Article 59

The board of directors shall be responsible for the interpretation of these Rules.

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Beijing UBOX Online Technology Corp.
北京友寶在線科技股份有限公司

Rules of Procedure for the Board of Directors

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Chapter 1 General Provisions

Article 1

In order to ensure the standardized operation of Beijing UBOX Online Technology Corp. (the "Company"), improve the working efficiency as well as the scientific and legal decision-making of the board of directors, and safeguard the interests of the Company and the legitimate rights and interests of shareholders, these Rules are formulated in accordance with the Company Law of the People's Republic of China (the "Company Law"), the Trial Measures for Administration of the Overseas Securities Offering and Listing by Domestic Enterprises (the "Trial Measures"), the Guidelines for Articles of Association of Listed Companies and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") as well as the relevant provisions of the Articles of Association of Beijing UBOX Online Technology Corp. (the "Articles of Association" or "Articles").

Article 2

These Rules shall apply to all meetings of the Board of directors of the Company and shall be binding on all Directors of the Company and their authorized proxies.

Chapter 2 Composition and Functions and Powers of the Board of Directors

Section 1 Composition of the Board of Directors

Article 3

The Company shall set up a board of directors. The board of directors shall consist of 9-11 directors, including at least 3 independent non-executive directors accounting for at least one-third of the members of the board of directors.

Article 4

Directors shall be elected at the general meeting, with a term of three years. A director may serve consecutive terms if re-elected upon the expiry of his/her term of service. The term of a director commences from the date of the passing of the resolution at the general meeting until the expiry of the current session of the board of directors.

Directors may resign prior to the expiration of his/her term by submitting a written resignation letter to the board of directors. The resignation shall take effect on the date the Company receives such letter, and the Company shall disclose the relevant circumstances within two trading days.

Where a director's term of service expires but a new director is not yet appointed or a director has resigned during the term of office as a result of which the number of members in the board of directors falls below the quorum, the existing director shall continue to perform his/her duties as a director according to the laws, administrative regulations, the Articles of Association and these Rules until the newly elected director's appointment comes into effect.

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Article 5

Under any of the following circumstances, the following persons may not serve as a director of the Company:

(I) a person without or with limited capacity for civil conduct;

(II) a person who has been convicted of an offence of corruption, bribery, embezzlement or misappropriation of property, or the destruction of socialist market economy order, or who has been deprived of his political rights due to his crimes, in each case where less than five years have elapsed since the date of completion of the sentence; a person who has been pronounced for suspension of sentence where less than two years have elapsed since the expiration of the suspension of sentence;

(V) a person being listed as a dishonest debtor subject to enforcement by the People's Court for being liable for relatively large amount of personal debt which has become overdue;

(VI) a person who has been banned from entering the securities market by the China Securities Regulatory Commission and such term has not expired;

(VII) a person who has been publicly declared by a stock exchange to be unfit to serve as a director or senior management member of a listed company, and such term has not expired;

(VIII) a person who is involved in any other circumstance specified by laws, administrative regulations or departmental rules.

If the election or appointment of directors violates the provisions of the preceding paragraph, such election or appointment shall be invalid.

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If a director falls under any of the circumstances specified in paragraph 1 of this Article during the term of office, the Company shall remove such director from his/her position and terminate his/her performance of duties immediately.

Article 6

Directors shall abide by laws, administrative regulations, the Articles of Association and these Rules, and shall owe fiduciary duties and duty of diligence to the Company. Directors must refrain from abusing their authority by accepting bribes or other illegal income, or to misappropriate the Company's property.

Article 7

(I) act honestly and in good faith in the interests of the Company as a whole;

(II) act for proper purpose;

(III) be answerable to the listed issuer for the application or misapplication of its assets;

(IV) avoid actual and potential conflicts of interest and conflicts in duty;

(V) disclose fully and fairly his interests in contracts with the listed issuer; and

(VI) apply such degree of skill, care and diligence as may reasonably be expected of a person of his/her knowledge and experience and holding a directorship in a listed issuer.

Article 8

If a director breaches the laws, administrative regulations, the Articles of Association or these Rules when carrying out his/her duties and causes loss to the Company, he/she shall be liable for damages.

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Article 9

The notice concerning proposed nomination of a director candidate and the written notice regarding the indication of the candidate's intention to accept the nomination shall be sent to the Company with a notice period of at least 7 days. The said period shall not commence earlier than the first day upon the issue of the notice for convening the general meeting for this purpose, and the date of expiry shall not be later than 7 days prior to the date of convening the general meeting.

Subject to compliance with relevant laws, regulations and the Listing Rules, a director can be removed by passing an ordinary resolution at a general meeting before the expiry of his/her term of office, and the removal shall take effect on the date the resolution is made. Where a director is removed prior to the expiration of term of office without any justifiable reason, the director may require the Company to make compensation.

Article 10

The board of directors shall have a chairman. The chairman shall be elected and removed with approval of more than half of all directors.

Section 2 Independent Non-executive Directors

Article 11

The Company shall have independent non-executive directors. Independent non-executive directors refer to such directors of the Company that serve no duties other than the directors' duties, have no relationship with the Company or its substantial shareholders (referring to those who individually or aggregately hold more than 5% of the total number of voting shares) that may hinder their independent objective judgments, and satisfy the requirements of independence by the listing rules of the stock exchange of the place where the Company's shares are listed.

Unless otherwise provided in this section, an independent non-executive director shall satisfy the following basic conditions:

(I) be qualified to be a director of a listed company under the laws, administrative regulations, the listing rules of the stock exchange where the Company's shares are listed and other relevant provisions;

(II) be independent within the meaning of the listing rules of the stock exchange where the Company's shares are listed;

(III) such other conditions as required under the Articles of Association.

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Article 12

No less than one-third of the board members and no less than three board members of the Company shall be independent non-executive directors; among whom, at least one independent non-executive director must have appropriate professional qualifications or accounting or related financial management expertise. Should the number of the independent non-executive directors fail to meet the number of the independent non-executive directors as required by the Articles of Association because the independent non-executive directors fail to satisfy the conditions of being independent or because it is inappropriate for the independent non-executive directors to perform their duties on the occurrence of some events, the Company shall appoint additional independent non-executive directors to meet such required number.

At least one independent non-executive director of the Company shall ordinarily reside in Hong Kong.

Article 13

An independent non-executive director shall have the same term of office as that of other directors of the Company, and upon expiry, may be re-elected.

Prior to the expiry of the term of his/her office, an independent non-executive director may not be dismissed in the absence of proper reasons. Dismissal of any independent non-executive director prior to such expiry of the term of office shall be disclosed as a special matter by the Company.

The independent non-executive directors shall carry out their duties in accordance with appropriate requirements of the laws, administrative regulations, rules and departmental rules.

Article 14

Matters relating to independent non-executive directors not covered in this section shall be handled according to the relevant applicable laws, regulations or the listing rules of the stock exchange where the Company's shares are listed and the Articles of Association.

Section 3 Functions and Powers of the Board of Directors

Article 15

The Board shall be accountable to the general meeting and perform the following functions and powers:

(I) to convene general meeting and report to the general meeting;

(II) to implement resolutions of the general meeting;

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(III) to decide on the Company's operation plans and investment plans;

(IV) to formulate the Company's profit distribution plans and plans on making up losses;

(V) to formulate proposals for the increase or reduction of the Company's registered capital, the issuance of corporate bonds or other securities of the Company and listing of shares of the Company;

(VI) to formulate plans for the Company's merger, division, dissolution or change of corporate form;

(VII) to formulate plans for the Company's substantial acquisitions and purchase of shares of the Company;

(VIII) within the scope authorized by the general meeting, to decide on such matters as the Company's external investments, acquisition and disposal of assets, pledge of assets, provision of guarantee, entrusted wealth management, connected transactions, etc.;

(IX) subject to the rules of the place where the Company's shares are listed, to create, incur, or authorize the creation of any debt or to provide any loans or prepayments to any individual or entity other than a wholly-owned subsidiary of the Company, except for those already covered by purchase and sales accounts generated in the normal course of business or approved annual budgets;

(X) to decide on establishment of internal management organs of the Company;

(XI) to decide the establishment of committees of the board of directors; appoint or dismiss chairman (convener) of the committees of the board of directors;

(XII) to determine the appointment or dismissal of the Company's general manager, secretary to the board of directors and other senior management; and to decide on their remunerations, rewards and punishment; to appoint or dismiss senior management including deputy general manager(s) and the chief financial officer of the Company in accordance with the nominations by general manager, and to decide on their remunerations, rewards and punishment;

(XIII) to formulate the basic management system of the Company;

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(XIV) to formulate proposals to amend the Articles of Association;
(XV) to manage information disclosure of the Company;
(XVI) to propose to the general meeting the appointment or replacement of the accounting firm that is engaged as the Company's auditor;
(XVII) to listen to work reports submitted by the general manager of the Company and review his/her work;
(XVIII) to decide material matters and administrative matters and the entering into of other material agreements other than those matters required to be decided by the general meeting of the Company in accordance with laws, administrative regulations, rules of competent authorities and the Article of Association;
(XIX) other functions and powers provided for in laws, administrative regulations, departmental rules, the listing rules of the stock exchange of the place where the Company's shares are listed and the Articles of Association, and conferred at general meetings.

The above matters of functions and powers exercised by the board of directors or any transaction or arrangement of the Company which shall be considered at the general meeting according to the listing rules of the stock exchange of the place where the Company's shares are listed, shall be submitted to the general meeting for consideration.

Article 16

The board of directors of the Company shall explain at the general meeting for the audit report with non-standard opinions provided by the certified public accountants with respect to the Company's financial reports.

Article 17

The chairman of the board of directors shall exercise the following functions and powers:

(I) to preside over general meetings and to convene and preside over meetings of the board of directors;
(II) to supervise and monitor the implementation of resolutions of the board of directors;
(III) other functions and powers authorized by the laws, administrative regulations, departmental rules or the Articles and the board of directors.

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Chapter 3 Procedures for Convening Board Meetings

Section 1 Methods of Convening Meetings

Article 18 The board meeting shall be chaired by the chairman; if the chairman is unable to perform his duties or fails to perform his duties, more than half of the directors shall jointly nominate a director to chair the meeting.

Article 19 The board of directors shall hold at least two meetings per year, which shall be convened by the chairman and all directors shall be notified in writing 10 days before the meeting.

Article 20 The board of directors shall hold an extraordinary meeting in any of the following circumstances:

(I) when proposed by shareholders representing more than one-tenth of voting rights;

(II) when proposed by more than one-third of the directors;

(III) when proposed by the audit committee.

Section 2 Meeting Notice

Article 21 When holding regular and extraordinary meetings of the board of directors, the board of directors shall submit a written notice with the seal of the board of directors to all directors, the audit committee and persons who need to attend the meeting 10 days and 5 days before the meeting respectively, by special delivery, postage-paid mail, fax, email or other means. If it is not delivered by a special person, it shall be confirmed by telephone and corresponding records shall be made.

In case of emergency, if it is necessary to hold an extraordinary meeting of the board of directors as soon as possible, the meeting notice may be issued at any time by telephone or other oral means, but the convener shall make an explanation at the meeting.

The date of the board meeting shall not be changed without special reasons. If the board meeting cannot be held as scheduled for some reason, the reason shall be explained.

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Article 22
A written meeting notice shall include at least the following contents:
(I) the time and venue of meeting;
(II) the duration of the meeting;
(III) the matters and topics to be considered;
(IV) the date of issuance of notice.

A telephone or oral meeting notice shall include at least the above items (II) and (III), as well as an explanation of the urgency of convening a board meeting as soon as possible.

Article 23
If the meeting notice is served personally, the receiver shall sign (or affix the seal) on the return receipt, and the date of signing shall be the date of service; if the meeting notice is served by mail, the second day upon delivery shall be the date of service; if the meeting notice is served by fax, the fax date bearing on the fax report shall be the date of service; and if the meeting notice is served by e-mail, the date when the e-mail entering the receiver’s specified system shall be the date of service.

Article 24
Persons who receive the meeting notice shall inform the contact person specified in the meeting notice as soon as possible whether they will attend the meeting.

If a director has attended the meeting, he shall be deemed to have been issued a meeting notice regardless of whether he has received the meeting notice.

Article 25
For all major matters that require the decision of the Company’s board of directors, sufficient data shall be provided to the directors, and the directors may request supplementary materials. When more than one-quarter of the directors or more than two external directors (referring to directors who do not work in the Company) believe that the information is insufficient or the arguments are unclear, they may jointly propose to postpone the meeting of the board of directors or postpone the discussion of some of the matters discussed by the board of directors, and the board of directors shall adopt it.

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Section 3 Attendance and Proxy of Meetings

Article 26 Board meeting shall be held only if more than half of the directors are present.

Secretary to the board of directors may be in attendance at a board meeting. The presider of the meeting may notify other relevant persons to be in attendance at the board meeting if he/she thinks necessary.

Article 27 Directors shall attend the meetings of the board of directors in person. If a director is unable to attend the meeting for any reason, he/she may appoint another director in writing to attend the meeting on his behalf. The power of attorney shall set forth the scope of authorization. When a proxy attends the meeting of the board of directors, he/she shall present the proxy form and exercise the rights he/she is authorized to exercise.

Article 28 The power of attorney made by directors appointing others to attend the board meetings on his/her behalf shall include the following details:

(I) names of the director and the proxy;

(II) brief comments of the appointer on each proposal;

(III) appointer's scope of authority and voting intention on the proposal;

(IV) term of the proxy;

(V) appointer's signature, date of the signature.

Article 29 If a meeting of the board of directors is held on-site, the number of directors present at the meeting shall be counted as the number of directors present at the meeting.

Where the board meeting is convened in an off-site manner, the number of the participating directors shall be counted based on the directors present in the video and expressing opinions in the telephone, the actual receipt of the valid votes within the prescribed period, or the written confirmation letters submitted by the directors afterwards to confirm their attendance of the meeting.

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Article 30

Except for the consideration of the connected transactions by the board of directors provided in Article of Association, the board meeting shall not be held unless a majority of the directors (including proxies) are present.

Unless otherwise provided in other articles herein, resolutions of the board of directors shall be required to be passed by a majority of all the directors.

As for the voting on a resolution of board of directors, each director shall have one vote.

Chapter 4 Rules of Procedure for the General Meeting of Shareholders

Section 1 Proposals for meetings

Article 31

A written proposal signed (affixed with the seal) of the proposer shall be presented to the directors by the proposer. The written proposal shall contain the following items:

(I) name(s) of the proposer(s);

(II) reason for the proposal or objective facts on which the proposal is based;

(III) time, place and form of meeting;

(IV) clear and specific proposal;

(V) contact of the proposer(s), date of the proposal, etc.

Article 32

Before issuing the notice for regular meeting of the Board, the Board shall fully consult all directors with a view to compile the preliminary proposed resolutions and submit such to the chairman for determination.

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Section 2 Deliberation of meetings

Article 33

The presider of the meeting shall declare the commencement of the meeting at the appointed time. After the meeting commences, the presider of the meeting shall first declare the meeting agenda.

Article 34

After the board meeting commences, each proposal shall be considered individually.

The directors present at the meeting have the right to speak at the board meeting and should express their specific opinions on each proposal.

The proposer or his proxy shall first explain the proposal to the board of directors and answer questions of concern to the board of directors.

Section 3 Voting at meetings

Article 35

Resolutions proposed by the board of directors shall be passed by more than half of all the directors. One director shall have one vote in the voting of a resolution of the board of directors.

The directors present at the meeting shall vote expressly for, against and abstain from voting on the various proposals discussed at the meeting and shall sign the resolutions of the meeting and the minutes of the board meetings. Voting at the board of directors meeting is conducted by a show of hands or by poll. The presider of the meeting announces the passing of the resolutions based on the results of the voting and records the results in the minutes of the meeting as the final basis.

Article 36

The people present at the board meeting can fully express their suggestion and opinion on the matters discussed by the board of directors for the board of directors' reference in their decision making, but they do not have voting rights.

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Article 37

If a director is interested in a board resolution, the related director shall not be counted in the quorum, and the related director shall recuse himself/herself from the meeting and shall abstain from voting after such director has expressed his/her opinion and such director shall report in writing to the board of directors in a timely manner. Directors who are automatically disqualified by law shall also have no voting rights. The director who is unable to attend the board meeting and has not appointed other director to vote on his/her behalf shall be treated to have had waived his/her voting rights in such board meeting. Where the number of unconnected directors attending the board of directors' meeting is less than three, such matter shall be submitted to shareholders' general meeting for consideration.

Article 38

Unless with the unanimous consent of all participating directors, the proposals not included in the meeting notice shall not be put to a vote in the board meeting. The directors who are authorized by other directors to attend the meeting shall not vote on the proposals not included in the meeting notice on behalf of other directors.

Article 39

If a director attending a board meeting wants to withdraw during the meeting, he/she shall explain the reason to and ask for leave from the presider of the meeting. Such director may delegate in writing to any other director his/her right to vote in respect of the remaining resolutions; and if there is no delegation, he/she shall be deemed to have waived the voting right to the remaining resolution.

Article 40

The board meeting shall vote on each proposal one by one. The staff of the meeting shall collect the votes of the directors in a timely manner and submit them to the secretary of the board for counting under the supervision of the scrutineer.

Article 41

When a board meeting is convened by video or telephone conference, if a director is unable to sign the minutes of the meeting immediately at the meeting, he/she shall take an oral vote and shall complete the signing procedure as soon as possible. Directors' oral vote shall have the same effect as signing the written resolution, provided that the later written resolution confirms the oral vote during the meeting. Should the written resolution differ from the oral vote, the oral vote shall prevail.

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When a board meeting is convened on-site, by telephone or video conference, the presider of the meeting shall announce the tally on the spot. If a board meeting is held via circulation of written proposal, directors or proxies thereof shall write down their opinions of approval or opposition on the resolution. Once the number of directors voting in favor of the proposal has reached the quorum necessary for resolving on the proposal as specified in the Articles of Association, such proposal shall be passed as a resolution of the board of directors.

The votes made by the directors after the presider of the meeting declares the voting result or after the expiry of the specified voting time limit shall not be counted.

Article 42

People attending and participating in board meetings are required to maintain the confidentiality of the Company's major decisions and trade secrets, and in the event that the leakage of confidentiality causes economic losses to the Company's development, the leaker will be held liable when the truth is ascertained.

Article 43

If a project is implemented ahead of schedule without a resolution of the board of directors, the relevant actors shall be held liable if the result of such implementation is detrimental to the interests of shareholders or such implementation results in economic loss.

Section 4 Minutes and document of the meeting

Article 44

The board meeting shall keep minutes of the decisions on matters discussed at meetings. The minutes shall be signed by the directors present at the meeting. The minutes of meetings shall include the following details:

(I) the date, location and convener's name of the meeting;

(II) the names of the attending directors and the directors appointed as proxies to attend the meeting;

(III) the agenda;

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(IV) the major comments of the directors;

(V) The voting method and results of each resolution (the number of votes for, against the resolution and of abstention shall be specifically indicated).

Article 45

The directors present at the meeting shall sign on the minutes of meetings for confirmation of themselves and other directors who appoint them to attend the meeting on their behalf. The director may make written comments at the time of signing in case of any different opinions on the meeting records or resolution records.

Any director that neither signs for confirmation in accordance with the previous articles nor makes written comments for his/her different opinions shall be deemed to have fully agreed to the content of the minutes of meetings.

Article 46

If a director has a different opinion on a resolution, he/she should state it in the resolution. Directors shall be responsible for the resolutions of the board of directors. If a resolution of the board of directors violates the laws, administrative regulations, the Articles of Association, the resolution of the general meeting or this Article as a result of which the Company suffers from serious losses, the directors participating in the resolution are liable to compensate the Company. However, if it can be proven that a director expressly objected to the resolution when the resolution was voted on, and that such objections were recorded in the minutes of the meeting, such director may be relieved of that liability.

Article 47

The minutes of board meetings shall be kept in corporate archives for a period of ten years.

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Chapter 5 Secretary to the Board of Directors

Article 48

The Company shall have one secretary to the board of directors. The secretary to the board of directors shall be senior management members of the Company.

Article 49

The secretary to the board of directors of the Company shall be a natural person with the requisite professional knowledge and experience, and shall be appointed by board of directors.

The primary duties of the secretary to the board of directors include:

(I) to ensure that the Company has a complete set of organizational documents and records;

(II) to ensure that the Company prepares and submits reports and documents required by authorized bodies in accordance with the law;

(III) to ensure the proper maintenance of the Company's register of members, so as to ensure the persons who are entitled to obtain the relevant records and documents of the Company are able to obtain the same on a timely basis;

(IV) other duties as stipulated by laws, administrative regulations, departmental rules or statutes.

Article 50

A director or other senior management members of the Company may act as the secretary to the board of directors. The accountants of the accounting firm which has been appointed by the Company shall not concurrently act as the secretary to the board of directors.

If a director of the Company concurrently serves as secretary to the board of directors, in the event that an action must be carried out by a director and a secretary to the board of directors respectively, the person who holds the offices of director and secretary to the board of directors shall not act in dual capacity.

The Company's directors, general manager and relevant departments within the Company shall support the secretary to the board of directors in performing his/her duties in accordance with laws, and provide necessary guarantees in terms of organizational structure, staffing and funds. All relevant departments of the Company shall actively cooperate with the secretary to the board of directors.

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Chapter 6 Meeting Information Disclosure

Article 51

The board of directors shall comply with the requirements of the regulatory authorities and the stock exchange where the shares of the Company are listed in relation to the disclosure of information to disclose matters considered or resolutions made during the board meeting which are required to be disclosed. Information relating to significant matters shall be reported to the stock exchange in a timely manner on the principle of fair information disclosure and shall be filed with relevant regulatory authorities (if applicable) for record.

Article 52

If the independent non-executive directors present independent opinions to the board of directors on the matters that are the matters required be disclosed under the requirements of the regulatory authorities and the stock exchange where the shares of the Company are listed, the Company shall announce the opinions of the independent non-executive directors. When the independent non-executive directors have different opinions and reach no consensus, the board of directors shall disclose the opinions of each of the independent non-executive directors respectively.

Article 53

Prior to the disclosure of the matters considered at or resolutions of the board meeting according to the preceding article, the participating directors and other members in attendance at the meeting, including the recording and service personnel, shall bear the duty of strict confidentiality. If there is any violation of such confidentiality obligation, the Company reserves the right to pursue the liability in accordance with the laws.

Chapter 7 Execution of Resolutions of Meeting

Article 54

The secretary to the board of directors shall notify in writing the resolutions passed and a list of action required to the senior management and other relevant department or personnel as soon as practicable after the relevant resolutions are adopted by the board of directors.

Article 55

The Chairman shall supervise the implementation of the Board resolution, inspect the implementation circumstances, and report at subsequent board meetings the execution of the formed resolution, and shall hold any parties responsible for actions in contravention of the resolutions of the Board of Directors.

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Chapter 8 Supplementary Provisions

Article 56

The Rules are formulated by the board as an appendix to the Articles of Association, and shall become effective from the date of approval by the general meeting. Since the effective date of the Rules of Procedure, the original Rules of Procedure for the Board of Directors shall automatically become invalid. Amendments to the Rules shall be proposed by the board and shall take effect after being approved by more than half of the shareholders attending the general meeting.

Article 57

Matters not specified in the Rules shall be implemented in accordance with relevant laws and regulations, listing rules of the stock exchange where the Company's shares are listed and the Articles of Association. In case of any conflict between the Rules and relevant laws and regulations, the Listing Rules and other relevant regulatory rules of the listing place or the Articles of Association, the relevant laws and regulations, the Listing Rules and other relevant regulatory rules of the listing place and the Articles of Association shall prevail, and the Rules shall be amended accordingly as soon as practical for approval by more than half of the shareholders attending the general meeting.

Article 58

Unless otherwise provided in the Rules, the words "more than" and "at least" (the figures itself shall be included); the words "below", "not more than", "not enough", "more than", "less than" (the figures itself shall not be included).

Article 59

The Rules are subject to interpretation by the board of directors.

NOTICE OF 2024 ANNUAL GENERAL MEETING

友宝

UBOX

Beijing UBOX Online Technology Corp.

北京友寶在線科技股份有限公司

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

(Stock Code: 2429)

Notice is hereby given that the annual general meeting (the "Annual General Meeting") of Beijing UBOX Online Technology Corp. (the "Company") will be held at Conference Room 401, 4th Floor, Tower A, Tagen Knowledge & Innovation Centre, West Second Shenyun Road, Nanshan District, Shenzhen, PRC on Wednesday, May 28, 2025 at 11:00 a.m. for the purposes of considering and, if thought fit, passing the following resolutions. Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the circular dated April 29, 2025 issued by the Company (the "Circular"):

ORDINARY RESOLUTIONS

To consider and if thought fit, approve the annual report of the Company for the year ended December 31, 2024.
To consider and if thought fit, approve the work report of the Board for the year ended December 31, 2024.
To consider and if thought fit, approve the work report of the Supervisory Committee for the year ended December 31, 2024.
To consider and if thought fit, approve the profit distribution plan of the Company for the year ended December 31, 2024.
To consider and if thought fit, approve the consolidated financial statements of the Company and its subsidiaries and the report of the auditors of the Company for the year ended December 31, 2024.
To consider and if thought fit, approve the financial budgets of the Company for the year ending December 31, 2025.
To consider and if thought fit, approve the re-appointment of PricewaterhouseCoopers as the auditors of the Company until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration.
To consider and if thought fit, approve the proposed amendments to the Rules of Procedure for the General Meeting of Shareholders.
To consider and if thought fit, approve the proposed amendments to the Rules of Procedure for the Board of Directors.
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NOTICE OF 2024 ANNUAL GENERAL MEETING

SPECIAL RESOLUTIONS

To consider and, if thought fit, pass with or without amendments, the following resolution as a special resolution:

"THAT:

(a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to allot, issue and deal with additional shares in the capital of the Company, to sell or transfer Treasury Shares and to make or grant offers, agreements and options which might require the exercise of such powers during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations;

(b) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted and the number of Treasury Shares to be sold or transferred by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:

(i) a Rights Issue (as defined below);

(ii) the exercise of options under a share option scheme of the Company; and

(iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company,

shall not exceed 20% of the total number of issued shares of the Company (excluding Treasury Shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and

"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

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(iii) the date on which the authority set out in this resolution is revoked or varied by a special resolution of the shareholders in general meeting.

"Rights Issue" means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).

To consider and, if thought fit, pass with or without amendments, the following resolution as a special resolution:

"THAT:

(a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its H Shares in accordance with all applicable laws, rules and regulations;

(b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued H Shares (excluding any Treasury Shares) of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and

NOTICE OF 2024 ANNUAL GENERAL MEETING

"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting."

To consider and, if thought fit, pass with or without amendments, the following resolution as a special resolution:

"THAT conditional upon the passing of the resolutions set out in items 10 and 11 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 10 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 11 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued H Shares (excluding any Treasury Shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution)."

To consider and approve the abolition of the Supervisory Committee and proposed amendments to the Articles of Association and the adoption of the amended Articles of Association as a special resolution.

For and on behalf of the Board
Beijing UBOX Online Technology Corp.
Wang Bin
Chairman and Executive Director

Beijing, April 29, 2025

NOTICE OF 2024 ANNUAL GENERAL MEETING

Notes:

All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited and the Company in accordance with the Listing Rules.
Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy/more than one proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time appointed for the meeting (i.e. not later than 11:00 a.m. on Tuesday, May 27, 2025) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Friday, May 23, 2025 to Wednesday, May 28, 2025, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Thursday, May 22, 2025.
Holders of Shares shall produce their identity documents and supporting documents in respect of the shares of the Company held when attending the Annual General Meeting. If corporate Shareholders appoints authorized representative to attend the Annual General Meeting, the authorized representative shall produce his/her identity documents and a notarially certified copy of the relevant authorization instrument signed by the board of directors or other authorized parties of the corporate Shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy forms signed by the Shareholders or their attorneys when attending the Annual General Meeting.
References to time and dates in this notice are to Hong Kong time and dates.
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AI assistant

Beijing UBOX Online Technology Corp. — Proxy Solicitation & Information Statement 2025

50592_rns_2025-04-29_71c39379-cacd-4e21-bb6a-c05ff582fa7b.pdf

友宝

UBOX

Beijing UBOX Online Technology Corp.

北京友寶在線科技股份有限公司

DEFINITIONS

友宝

UBOX

Beijing UBOX Online Technology Corp.

北京友寶在線科技股份有限公司

1. INTRODUCTION

2. ANNUAL REPORT FOR 2024

3. WORK REPORT OF THE BOARD FOR 2024

4. WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024

5. PROFIT DISTRIBUTION PLAN FOR 2024

6. ANNUAL FINANCIAL REPORT FOR 2024

7. PROPOSED FINANCIAL BUDGETS FOR 2025

8. PROPOSED RE-APPOINTMENT OF AUDITORS FOR 2025

9. PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES

10. PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE H SHARES

11. ABOLITION OF THE SUPERVISORY COMMITTEE AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ADOPTION OF AMENDED ARTICLES OF ASSOCIATION

12. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE GENERAL MEETING OF SHAREHOLDERS

13. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS

14. NOTICE OF 2024 ANNUAL GENERAL MEETING

15. PROXY ARRANGEMENT

16. VOTING BY POLL

17. RECOMMENDATION

4. IMPACT OF SHARE REPURCHASE

5. MARKET PRICES OF SHARES

6. GENERAL

CONTENTS

Chapter 1 General Provisions

Article 12

Chapter 2 Business Purposes and Scope

Article 13

Article 14

Chapter 3 Shares, Registered Capital and Share Transfer

Article 18

Article 25

Chapter 4 Change in Share Capital and Share Repurchase

Article 26

Article 31

Chapter 5 Register of Members

Article 32

Article 33

Chapter 6 Rights and Obligations of the Shareholders

Article 37

Article 42

Article 43

Chapter 7 General Meeting

Section 1 General Provisions on General Meeting

Article 48

Section 2 Proposal and Convening of General Meetings

Article 53

Article 54

Article 55

Section 3 Proposals and Notice of General Meetings

Section 5 Voting at and Resolution of Shareholders' General Meeting

Chapter 8 The Board of Directors

Section 1 Directors

Article 99

Article 100

Article 101

Section 2 Board of Directors

Chapter 9 Independent Non-executive Directors

Article 128

Article 129

Chapter 11 Senior Management Members

Section 2 Internal Audits

Section 3 Appointment of Accounting Firm

Section 2 Dissolution and Liquidation

Chapter 14 Amendments to the Articles of Association

Chapter 15 Notices

Chapter 16 Supplementary Provisions

Chapter 1 General Provisions

Chapter 2 General Provisions of the General Meetings

Article 5

Article 9

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