Capinfo Company Limited - Proxy Solicitation & Information Statement 2020

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 you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all or transferred all your shares in Capinfo Company Limited* , you should at once hand this circular and the accompanying proxy form to the purchaser or to the transferee, or to the bank, licensed securities dealer or registered institution in securities through whom the sale was effected for transmission to the purchaser or the transferee.

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

**CAPINFO COMPANY LIMITED[*]**

(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1075)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on page 3 to 5 of the circular.

A notice convening the extraordinary general meeting of Capinfo Company Limited to be held on Monday, 30 November 2020 at 10:00 a.m. at Conference Room, 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the People’s Republic of China is set out on pages 34 to 35 of this circular.

Whether you intend to attend the EGM or not, you are requested to complete and return the accompanying proxy form in accordance with the instructions set out therein to the Company’s principal place of business in the People’s Republic of China at 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the PRC (in the case of proxy form of holder of Domestic Shares) or to the Company’s H shares registrar and transfer office in Hong Kong, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in the case of proxy form of holders of H Shares) as soon as possible and in any event not less than 24 hours before the time appointed for holding the EGM (i.e. not later than 29 November 2020 at 10:00 a.m. (Hong Kong time)).

Completion and return of the proxy form will not preclude you from attending and voting at the meeting should you so wish.

13 November 2020

* For identification purpose only

CONTENT

		Pages
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD		3
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION . . . . . . . .	4
3.	PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR
	MEETINGS OF THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	VOTING BY WAY OF POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I – PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION		6
APPENDIX II – PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES
	FOR MEETINGS OF THE BOARD . . . . . . . . . . . . . . . . . . . . . . .	8
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . .		34

DEFINITIONS

In this circular, unless the context otherwise requires, the terms below shall have the following meanings when used herein:

“Articles of Association”	the articles of association of the Company as amended from time to
	time
“Board”	the board of Directors
“Company”	首都信息發展股份有限公司(Capinfo Company Limited), a joint
	stock limited company incorporated in the PRC, the H Shares of
	which are listed on the Main Board of the Stock Exchange
“Director(s)”	the director(s) of the Company
“Domestic Share(s)”	domestic share(s) of RMB0.10 each in the share capital of the
	Company
“EGM”	the extraordinary general meeting of the Company to be held on 30
	November 2020, at 10:00 a.m. at Conference Room, 5th Floor,
	Longfu Mansion, No. 95 Longfusi Road, Dongcheng District,
	Beijing, the PRC
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“H Share(s)”	overseas listed foreign share(s) of RMB0.10 each in the share
	capital of the Company
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Notice of EGM”	notice of convening the EGM dated 13 November 2020 as set out
	on pages 34 to 35 in this circular
“PRC”	the People’s Republic of China
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the laws of
	Hong Kong), as amended, supplemented or modified from time to
	time
“Share(s)”	collectively, Domestic Shares and H Shares and (where applicable)
	any other foreign shares of the Company
“Shareholder(s)”	holder(s) of the Share(s)

DEFINITIONS

“Stock	Exchange”	The Stock Exchange of Hong Kong Limited
“RMB”		Renminbi, the lawful currency of the PRC
“%”		per cent

In this circular, the English names of the PRC entities are translations of their Chinese names and included herein for identification purposes only. In the event of any inconsistency, the Chinese names shall prevail.

LETTER FROM THE BOARD

**CAPINFO COMPANY LIMITED[*]**

(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1075)

Executive Directors: Ms. Lin Yankun (Chairman) Mr. Yu Donghui (Chief Executive Officer) Mr. Zong Zhaoxing

Registered office: No.11 Xi San Huan Zhong Road Haidian District, Beijing 100036 The PRC

Non-executive Directors:

Mr. Zhou Weihua Mr. Shan Yuhu Mr. Ma Linxiang Mr. Feng Jianxun Mr. Hu Yong

Independent Non-executive Directors: Mr. Gong Zhiqiang Mr. Cheung, Wai Hung Boswell Mr. Li He Mr. Yang Xiaohui

Principal place of business in Hong Kong: 25th Floor Neich Tower 128 Gloucester Road Wanchai Hong Kong

Principal place of business in the PRC: 5th Floor Longfu Mansion No.95 Longfusi Street Dongcheng District Beijing 100010 The PRC

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD AND NOTICE OF EXTRAORDINARY GENERAL MEETING

* For identification purpose only

LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the proposed amendments to the Articles of Association and to seek your approval by way of a special resolution at the EGM; and information regarding the proposed amendments to the Rules and Procedures for Meetings of the Board and to seek your approval of the ordinary resolution relating to this matter at the EGM.

2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

According to relevant laws, regulations and normative documents, as well as the actual needs of operation and development of the Company, on 13 November 2020, the Board approved and proposed certain amendments to the existing Articles of Association (the “ Proposed Amendments to the Articles of Association ”).

The details of the Proposed Amendments to Articles of Association are set out in Appendix I in this circular.

3. PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

To further standardize the Board’s behavior, improve the standardization and effectiveness of the Board’s operations, continuously improve the operational efficiency and level of the Board, prevent decision-making risks, and promote the sustainable and healthy development of the Company, on 30 October 2020, the Board approved and proposed certain amendments to the existing Rules and Procedures for Meetings of the Board (the “ Proposed Amendments to the Rules and Procedures for Meetings of the Board ”), according to relevant laws, regulations and normative documents, as well as the actual needs of business development of the Company.

The details of the Proposed Amendments to the Rules and Procedures for Meetings of the Board are set out in Appendix II in this circular.

4. EXTRAORDINARY GENERAL MEETING

The Notice of EGM is set out on pages 34 to 35 in this circular for you to consider the resolutions regarding the following matters:

To approve the Proposed Amendments to the Rules and Procedures for Meetings of the Board; and
To approve the Proposed Amendments to the Articles of Associations.

The EGM is scheduled to be held at 10:00 a.m. on Monday, 30 November 2020 at Conference Room, 5th Floor, Longfu Mansion, No.95 Longfusi Road, Dongcheng District, Beijing, the PRC. The proxy form for use at the EGM are enclosed with this circular.

LETTER FROM THE BOARD

Whether you intend to attend the EGM or not, you are requested to complete and return the accompanying proxy form in accordance with the instructions set out therein to the Company’s principal place of business in the PRC at 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the PRC (in the case of proxy form of holder of Domestic Shares) or to the Company’s H shares registrar and transfer office in Hong Kong, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in the case of proxy form of holders of H Shares) as soon as possible and in any event not less than 24 hours before the time appointed for holding the EGM (i.e. not later than 29 November 2020 at 10:00 a.m. (Hong Kong time)). Completion and return of the proxy forms will not preclude you from attending and voting in person at the EGM should you so wish.

5. VOTING BY WAY OF POLL

In accordance with the requirement of Rule 13.39(4) of the Listing Rules, all votes at the EGM will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

6. RECOMMENDATION

The Directors believe that the Proposed Amendments to the Articles of Association and the Proposed Amendments to the Rules and Procedures for Meetings of the Board are in the best interest of the Company and its Shareholders as a whole. Therefore, the Directors recommend all the Shareholders to vote for the relevant resolutions set out in the Notice of EGM.

Yours faithfully, By Order of the Board CAPINFO COMPANY LIMITED 首都信息發展股份有限公司 Lin Yankun* Chairman

Beijing, the People’s Republic of China, 13 November 2020

For identification purpose only
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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

In case of any discrepancy between the Chinese and English versions of this Appendix, the Chinese version shall prevail.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Existing Articles Amended Articles Newly-added Article 11 The Group promotes the management of enterprises according to law in an all-round way and implements a general legal adviser system to further give full play to the role of the general legal adviser as a gatekeeper for legal audits in operation and management, and to promote lawful operation and compliance management of enterprises. A general legal adviser is a senior officer appointed by the Board, and is the specific leader of rule of law, being responsible for an enterprise’s legal affairs, and coordinating and handling legal affairs in decision-making, operation and management. The general legal adviser reports directly to the general manager or Chairman of the Board and is accountable to the Board. In the event a major matter to be discussed and considered at the corporate decision-making meetings require legal review, the matter shall be submitted to the general legal adviser for legal review. If, upon review, the general legal adviser considers the matter involves significant risks, the submission of matter to the decisionmaking meeting shall be suspended. The general legal adviser shall attend the Party Committee’s meeting and the Board’s meeting, participate in the general managers’ meeting and express independent legal opinions on matters involving legal issues.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Articles

Amended Articles

Article 92 The Board of Directors shall be Article 9 ~~2~~ ~~3~~ The Board of Directors shall be accountable to the shareholders’ general meeting accountable to the shareholders’ general meeting and shall exercise the following functions and and shall exercise the following functions and powers: powers: …… ……

…… …… (9) to appoint or remove the Company’s general (9) to appoint or remove the Company’s general manager, and to appoint or remove the deputy manager, and to appoint or remove the deputy general manager (or deputy general managers) and general manager (or deputy general managers) and other senior officers (including the financial other senior officers ~~(including the financial~~ officer(s)) based on the recommendations of the ~~officer(s))~~ based on the recommendations of the general manager, and to decide on their general manager, and to decide on their remuneration;…… remuneration;…… Article 106 The Company’s general manager shall Article 10 ~~6~~ ~~7~~ The Company’s general manager be accountable to the Board of Directors and shall shall be accountable to the Board of Directors and exercise the following functions and powers: shall exercise the following functions and powers: …… …… (6) to request the appointment or dismissal of the (6) to request the appointment or dismissal of the Company’s deputy general manager (or deputy Company’s deputy general manager (or deputy general managers) and other senior officers general managers) and other senior officers (including the chief financial officer(s)); …… ~~(including the chief financial officer(s));~~ …… Newly-added Article 181 The term “senior officers” in the Articles of Association refers to the general manager, deputy general manager, chief financial officer, general legal adviser, assistant to general manager, secretary to the Board, chief auditor etc.

The above-mentioned the Proposed Amendments to the Articles of Association are subject to the approval of the Shareholders by way of a special resolution at the EGM.

The existing articles will be renumbered accordingly upon the Proposed Amendments to the Articles of Association and other provisions in the Articles of Association remain unchanged. The Proposed Amendments to the Articles of Association are written in Chinese and English. Both language versions are valid. In the case of discrepancy, the Chinese version shall prevail.

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

APPENDIX II

In case of any discrepancy between the Chinese and English versions of this Appendix, the Chinese version shall prevail.

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

To further standardize the Board’s behavior, improve the standardization and effectiveness of the Board’s operations, continuously improve the operational efficiency and level of the Board, prevent decision-making risks, and promote the sustainable and healthy development of the Company, on 30 October 2020, the Board approved and proposed certain amendments to the Rules and Procedures for Meetings of the Board (the “ Proposed Amendments to the Rules and Procedures for Meetings of the Board ”), according to relevant laws, regulations and normative documents, as well as the actual needs of business development of the Company.

Existing Articles Amended Articles Chapter 1 General Provisions Chapter 1 General Provisions Article 1 In order to perfect and standardize the discussion and Article 1 In order to ~~perfect and~~ further standardize the decision-making procedures of the Board of Directors of ~~discussion and decision-making procedures~~ work of the Board Capinfo Company Limited (hereinafter referred to as the of Directors of Capinfo Company Limited (hereinafter referred “Company”), to ensure that the functions and powers of to as the “Company”), ~~to ensure that the functions and powers~~ Directors are exercised in the right manner and to promote ~~of Directors are exercised in the right manner and to promote~~ the lawful, timely and effective implementation of decision- ~~the lawful, timely and effective implementation of decision-~~ making process by the board of directors, these Rules and ~~making process by the board of directors~~ to improve the Procedures are formulated in accordance with laws, rules and standardization and effectiveness of the Board of Directors’ regulations and regulatory documents including the Company operation, continuously improve the operational efficiency Law of the People’s Republic of China (hereinafter referred to and standard of the Board of Directors, prevent decision- as the “Company Law”), Rules Governing the Listing of making risks, and promote the sustainable and healthy Securities of The Stock Exchange of Hong Kong Limited, the corporate development , these Rules ~~and Procedures~~ are Mandatory Provisions for the Articles of Association of formulated in accordance with laws ~~, rules~~ and regulations and Companies Listed Overseas as well as the relevant regulatory documents including the Company Law of the requirements set out in the Articles of Association of Capinfo People’s Republic of China (hereinafter referred to as the Company Limited (hereinafter referred to as the “Articles of “Company Law”), Rules Governing the Listing of Securities of Association”). The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Listing Rules”) , the Mandatory Provisions for the Articles of Association of Companies Listed Overseas , the Law of the People’s Republic of China on the Stateowned Assets of Enterprises, the Interim Regulations on the Supervision and Administration of State-owned Assets of Enterprises as well as the relevant requirements set out in the Articles of Association of Capinfo Company Limited (hereinafter referred to as the “Articles of Association”) and the Implementation Methods of Capinfo Company Limited to adhere to implement the “Three Importance and One Large” Decision-making System (hereinafter referred to as the “Implementation Methods of Three Importance and One Large”) .

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

APPENDIX II

Existing Articles Amended Articles Article 2 The decision-making of the Board of Directors shall Article 2 ~~The decision-making of the Board of Directors shall~~ be carried out based on the principle of protecting the interests ~~be carried out based on the principle of protecting the interests~~ of shareholders and the Company in accordance with laws and ~~of shareholders and the Company in accordance with laws and~~ within the terms of reference as conferred by laws, rules and ~~within the terms of reference as conferred by laws, rules and~~ regulations, the Articles of Association and the general meeting. ~~regulations, the Articles of Association and the general meeting.~~ The Board of Directors is the decision-making body of the Company. The Board follows the principles of legal compliance, collective decision-making, professionalism and high efficiency based on standardized operations to strengthen strategic leadership, enhance risk prevention and control, and make scientific decisions and ensure the Company’s sustainable and healthy development. Chapter 2 Composition of the Board of Directors Chapter 2 ~~Composition~~ Composition of the Board of Directors

Chapter 2 Composition of the Board of Directors

Article 3 The Company shall establish a Board of Directors. The Board of Director shall comprise twelve Directors, at least one-third of which shall be independent non-executive Directors, at least one of which shall be qualified appropriately in professional qualification or in accounting or related financial management in accordance with the Listing Rules. Independent non-executive Directors refer to Directors who are independent of the shareholders of the Company and do not hold any position within the Company. The Board of Directors shall include one Chairman and eleven Directors. The external Directors (namely, who do not hold a position in the Company, including independent non-executive Directors) shall comprise one half or more of the Board of Directors.

Article 3 The composition of Board of Directors shall be in accordance with the Articles of Association. Directors shall be elected or replaced at the general meeting each with a term of three years. The term of a Director is renewable by re-election upon expiry. A Director, before his term of office is expired, shall not be removed by the general meeting without cause. The term of a Director shall last from the date of his appointment till the date of expiration of the current session of the Board.

The composition of Board of Directors shall be in accordance with the Articles of Association. Directors shall be elected or replaced at the general meeting each with a term of three years. The term of a Director is renewable by re-election upon expiry. A Director, before his term of office is expired, shall not be removed by the general meeting without cause. The term of a Director shall last from the date of his appointment till the date of expiration of the current session of the Board.

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

APPENDIX II

Existing Articles Amended Articles Article 4 When the term of office of any Director is expired, in Adjusted and amended as: the event that the new Director is not elected in time, the incumbent Director shall continue to perform Director’s duties in accordance with the relevant laws, administrative regulations, the event that the new Director is not departmental rules and the Articles of Association until the new incumbent Director shall continue to Director elected assumes office. in accordance with the relevant laws,

incumbent Director shall continue to perform Director’s duties Article 10 When the term of office of any Director is expired, in in accordance with the relevant laws, administrative regulations, the event that the new Director is not elected in time, the departmental rules and the Articles of Association until the new incumbent Director shall continue to perform Director’s duties Director elected assumes office. in accordance with the relevant laws, ~~administrative~~ regulations, ~~departmental rules~~ regulatory documents and the Articles of In case of resignation or expiry of the term of office, a director Association until the new Director elected assumes office. shall still observe his obligation of confidentiality on the Company’s trade secrets, and such obligation shall remain In case of resignation or expiry of the term of office, a director effective after the termination of his office and until such shall still observe his obligation of confidentiality on the confidential information has entered the public domain without Company’s trade secrets, and such obligation shall remain disclosure by such director. The duration of other obligations effective after the termination of his office and until such that the directors undertake to the Company and shareholders confidential information has entered the public domain without shall be determined with the principle of fairness and subject to disclosure by such director. The duration of other obligations the length of time between occurrence of the event and that the directors undertake to the Company and shareholders resignation and the circumstances and conditions under which shall be determined with the principle of fairness and subject to the termination occurs. the length of time between occurrence of the event and resignation and the circumstances and conditions under which the termination occurs. Article 5 The chairman of the Board shall be elected and Adjusted and amended as: removed by a simple majority of Directors. The chairman of the Board is the legal representative of the Company, who shall Article 11 The chairman of the Board is the primary exercise the following functions and powers: responsible person for the effective operation of the Board, and is responsible for establishing and continuously (1) to preside over the general meetings and to convene and improving the working system and working organization preside over meetings of the Board; of the Board to promote the standardized and effective operation of the Board. The chairman of the Board shall be (2) to examine the implementation of resolutions passed by the elected and removed by a simple majority of Directors. The Board; chairman of the Board is the legal representative of the Company, who shall exercise the following functions and (3) to sign the share certificates issued by the Company; and powers: (4) to exercise other functions and powers conferred by the (1) to preside over the general meetings and to convene and Board of Directors. preside over meetings of the Board; (2) to examine the implementation of resolutions passed by the Board; (3) to sign the share certificates issued by the Company; ~~and~~ (4) to exercise other functions and powers conferred by the Board of Directors.

10 -

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

APPENDIX II

Existing Articles	Existing Articles	Amended Articles
	Existing Articles	Amended Articles
	Article 6 The Company shall have a Board secretary who shall be nominated by the chairman of the Board and appointed or removed by the Board of Directors. The Board secretary shall be accountable to the Board and perform such duties as required by the laws, administrative regulations and the Articles of Association.	Adjusted and amended as Article 17, Article 18 and Article 19, as follows: Article 17 The ~~Company shall have a ~~Board secretary of the Company is a senior officer of the Company who shall be nominated by the chairman of the Board and appointed ~~or~~ and removed by the Board of Directors. Generally, the Board secretary shall be assumed by a specially-appointed person to ensure that he/she has adequate time and energy required for performing his/her duty. Article 18 The Board secretary shall be ~~accountable to the~~ ~~Bddfhdtiidbthl~~
		~~oar an perorm suc ues as requre y e aws,~~ ~~diittiltidthAtilfAiti~~
		~~amnsrave reguaons an e rces o ssocaon.~~ responsible for communication between the Board of Directors and the Board of Supervisors (Supervisors), the Party Committee and managers. Article 19 The Company has established the Board office, which is the working body of the Board of Directors, with staff dedicated in accordance with the principle of competence and efficiency to ensure the effective operation of the Board of Directors and its specialised committees.
	Chapter 3 Duties and Limit of Authority	Chapter 3~~Duties and Limit of Authority~~ Functions and Powers of the Board of Directors
Article 7 Obligations, functions and powers of Directors: (1) Directors shall act in good faith and diligently in the interests of the Company. (2) Directors shall comply with the requirements of laws, rules and regulations of the State and the Articles of Association and shall not take advantage of their office and authority at the Company to serve their own interests. They shall perform their responsibilities honestly and protect the interests of the Company.	Article 7 Obligations, functions and powers of Directors: (1) Directors shall act in good faith and diligently in the interests of the Company. (2) Directors shall comply with the requirements of laws, rules and regulations of the State and the Articles of Association and shall not take advantage of their office and authority at the Company to serve their own interests. They shall perform their responsibilities honestly and protect the interests of the Company.	Adjusted and amended as: Article 8 ~~Obligations, functions and powers of Directors:~~ ~~(1)Dithlltidfithddilitlith~~
		~~recors sa ac n goo a an geny n e~~ ~~interests of the Company.~~ ~~(2)Dithllliththitfll~~
		~~recors sa compy w e requremens o aws, rues~~ ~~dltifthSttdthAtilfAitid~~
		~~an reguaons o e ae an e rces o ssocaon an~~ ~~hllttkdtfthiffidthittth~~
		~~sa no ae avanage o er oce an auory a e~~ ~~CtthiittThhllfthi~~
		~~ompany o serve er own neress. ey sa perorm er~~ ~~ibilitihtldttthittfth~~
		~~responses onesy an proec e neress o e~~ ~~Company.~~ The Directors shall make decisions on matters within the scope of authority of the Board of Directors and supervise the senior management through Board meetings and by other lawful means, thus earnestly safeguarding the legitimate rights and interests of shareholders and the Company. The Directors shall bear fiduciary and diligent duties to the shareholders and the Company, and shall not abuse their power and convenience in the Company to seek improper benefits. The specific rights and obligations of the Directors shall be governed by laws, regulations, regulatory documents and the Articles of Association.

11 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

Existing Articles

Article 8 The Board of Directors shall be responsible to the general meetings and exercise the following functions and powers:

(1) to be responsible for convening general meetings and report on its work to the general meetings;

Amended Articles

The original items (1) to (13) are deleted and amended as Article 5:

The Board of Directors shall ~~be responsible to the general meetings and~~ exercise the following functions and powers according to the Company Law, the Articles of Association and other provisions:

(2) to implement the resolutions passed at the general meetings;

(3) to determine the Company’s business plans and investment plans;

(1) functions and powers of the Board of Directors as prescribed by the Campany Law and the relevant laws and regulations;

(4) to formulate the Company’s annual budgets and final accounts;

(5) to formulate the Company’s profit distribution plans and loss recovery plans;

(6) to formulate the plans for increase or reduction of the Company’s registered capital, and proposals for issue of corporate bonds;

(7) to formulate the proposals for merger, division or dissolution of the Company;

(8) to decide on the matters such as external investments, acquisition or disposal of assets, mortgages on assets, external guarantees, entrusted wealth management and connected transactions of the Company within the authority granted by the general meetings;

(2) matters that should be decided by the Board of Directors in accordance with the provisions of the Articles of Association, the Implementation Methods of Three Importance and One Large and the relevant rules and regulations of the management and control system of the company group;

(3) to determine the setup, functions and powers, composition and working rules of specialised committees under the Board of Directors;

(4) to study and consider the matters proposed by the chairman of the Board for consideration.

~~Where the above duties involve any of the significant events or issues referred to under the Articles of Association, it shall be decided by the Board of Directors after deliberation by the Party Committee.~~

(9) to decide on the establishment of the Company’s internal management bodies;

(10) to appoint or dismiss the president of the Company; to appoint or dismiss other senior management personnel of the Company (including the financial controller) (in the case of appointment, based on the nominations made by the president), and to determine their remunerations, system of rewards and punishment;

(11) to formulate the Company’s basic management system;

(12) to formulate proposals for any amendment to the Articles of Association;

(13) to exercise other functions and powers as stipulated by laws, regulations or the Articles of Association and as authorised by the general meetings.

Where the above duties involve any of the significant events or issues referred to under the Articles of Association, it shall be decided by the Board of Directors after deliberation by the Party Committee.

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APPENDIX II

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

Existing Articles Amended Articles Newly-added Article 6 Matters related to “important decisions, important personnel appointments and removals, important project arrangements and large-scale capital operations” (hereinafter referred to as “Three Importance and One Large”) shall be considered by the Party Committee of the Company as required before the study and consideration by the Board of Directors. Article 9 The following matters shall be passed by the Board of Deleted Directors before proposing to the general meeting of the Company for approval:

(1) the working reports of the Board of Directors; (2) the profit distribution plans and loss recovery plans formulated by the Board of Directors; (3) the removal of the members of the Board of Directors and the methods of payment for their remuneration; (4) the annual budgets and final accounts of the Company; (5) an increase or reduction of the share capital of the Company and the issue of any class of shares, warrants and other similar securities; (6) the issue of corporate bonds; (7) the division, merger, dissolution and liquidation of the Company; (8) the amendments to the Articles of Association or other matters as stipulated by the Articles of Association.

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PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

APPENDIX II

Existing Articles	Existing Articles	Amended Articles
	Existing Articles	Amended Articles
Newly-added	Newly-added	Article 7 The statutory authorities of the Board of Directors and the authority to make decisions on the “Three Importance and One Large” matters that fall within the scope of decision-making of the Board of Directors shall not be delegated to the chairman of the Board, any Director or other individual. In order to improve the efficiency of business decision making, the Board of Directors may, within the scope of its authority, delegate to the chairman of the Board and the general managers of the Company the authority to make decisions on non-“Three Importance and One Large” matters that are not within the statutory authorities of the Board of Directors and do not require collective decision-making. After the delegation, the Board of Directors still assumes responsibility for the matters delegated. Delegation of authority for specific types of matters shall be done by giving a written authorization that specifies the matter to be authorized, the authorization, and the duration of the authorization, etc., and the duration of authorization shall not exceed the term of the Board of Directors (in principle, not more than 3 years). In addition, the Board office shall take the lead in establishing a mechanism for monitoring and tracking the matter authorized. Delegation of authority for specific decision-making shall be done by means of a resolution of the Board of Directors in accordance with law. Authorization for decision making shall be granted on a case-by-case basis and shall not be granted to other organizations or individuals in general or on a long-term basis.

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Existing Articles

Amended Articles

Adjusted and amended as:

Article 10 During the adjournment of the Board meetings, the chairman of the Board shall be authorised by the Board of Directors to exercise the following functions and powers:

Directors to exercise the following functions and powers: Article 14 ~~During the adjournment of the Board meetings, the chairman of the Board shall be authorised by the Board of~~ (1) the chairman of the Board may handle and publish ~~Directors to exercise the following functions and powers:~~ documents including announcements and circulars required to be published in a timely manner in accordance with the listing ~~(1) the chairman of the Board may handle and publish~~ rules of the Stock Exchange; and ~~documents including announcements and circulars required to be published in a timely manner in accordance with the listing~~ (2) such other functions and powers authorised by the Board of ~~rules of the Stock Exchange; and~~ Directors. In the event of force majeure such as extraordinarily serious natural disasters or emergency circumstances such as ~~(2) such other functions and powers authorised by the Board of~~ drastic changes in the operational conditions of the Company, ~~Directors. In the event of force majeure such as extraordinarily~~ the chairman of the Board may exercise his special right of ~~serious natural disasters or emergency circumstances such as~~ disposal to the affairs of the Company in compliance with laws ~~drastic changes in the operational conditions of the Company~~ and in the interests of the Company, and report forthwith to the Under emergency circumstances in which it is impossible to Directors, chairman of the supervisory committee and the convene a Board meeting in time, the chairman of the Board general meeting afterwards. may exercise his special right of decision and disposal to the affairs of the Company in compliance with laws and regulations and in the interests of the Company and the rights and interests of its shareholders, and report forthwith to the ~~Directors, chairman of the supervisory committee and the general meeting~~ Board of Directors afterwards. Newly-added Chapter 4 Directors and Related Personnel Paragraph 4 of Article 19 Adjusted and amended as:

Directors shall be liable for the resolutions of the Board of Directors. Where a resolution of the Board is in violation of any laws, administrative rules and regulations or the requirements of the Articles of Association and results in serious loss suffered by the Company, the Directors taking part in the adoption of resolution shall be liable for compensation to the Company. Directors who have been proved as having expressed dissenting opinions on the resolution which has been recorded in the minutes of the meeting may be exempted from such liability.

Newly-added

Article 9 Directors ~~shall be~~ are liable for the resolutions of the Board of Directors. Where a resolution of the Board is in violation of any laws, ~~administrative rules and~~ regulations , ~~or~~ regulatory documents, the requirements of the Articles of Association and results in serious loss suffered by the Company, the Directors taking part in the adoption of resolution shall be liable for compensation to the Company. Directors who have been proved as having expressed dissenting opinions on the resolution which has been recorded in the minutes of the meeting may be exempted from such liability.

Article 12 The chairman of the Board is responsible for evaluating the rationality of establishment of the specialised committees under the Board, effectiveness of operation and performance of the Board secretary, and may, if necessary, propose adjustments to the Board for discussion and voting.

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PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

Existing Articles	Existing Articles	Amended Articles	Amended Articles
	Existing Articles	Amended Articles
	Newly-added	Article 13 The chairman of the Board is responsible for establishing a mechanism to monitor and inspect the implementation of resolutions to have full overview of implementation of the resolutions of the Board of Directors.
	Newly-added	Article 15 External Directors shall perform their duties primarily through participation in meetings of the Board of Directors and its specialised committees. External Directors may participate in or attend meetings such as corporate workshops, seminars and work concluding sessions, participate in on-site research, inspect information documents, and communicate with relevant personnel of the Company to gain a timely, comprehensive and in-depth understanding of the Company’s strategic planning, operation management, business development, financial position, risk management and other relevant information.
	Newly-added	Article 16 External Directors should ensure that they have sufficient time and energy to perform their duties effectively. The Company shall create conditions for and facilitate external directors to perform their duties, and the Board secretary shall be responsible for providing daily work support and service guarantee for external directors.
Chapter 4 System of Board Meetings	Chapter 4 System of Board Meetings	Chapter ~~4~~~~5~~ ~~Meetings~~ of	~~System of~~ Rules of Procedures of the Board Directors

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APPENDIX II

Existing Articles	Existing Articles	Amended Articles	Amended Articles
	Existing Articles		Amended Articles
Article 11 The Board meetings of the Company shall include regular meetings and extraordinary meetings. Board meetings shall be convened at least four times each year. Under any of the following circumstances, an extraordinary Board meeting may be convened: (1) as deemed necessary by the chairman of the Board; (2) as proposed by shareholder(s) representing 10% or more of the voting rights; (3) as proposed by three or more Directors; (4) as proposed by two or more independent Directors; (5) as proposed By the Party Committee of the Company: (6) as proposed by the supervisory committee of the Company; (7) as proposed by the president of the Company.	Article 11 The Board meetings of the Company shall include regular meetings and extraordinary meetings. Board meetings shall be convened at least four times each year. Under any of the following circumstances, an extraordinary Board meeting may be convened: (1) as deemed necessary by the chairman of the Board; (2) as proposed by shareholder(s) representing 10% or more of the voting rights; (3) as proposed by three or more Directors; (4) as proposed by two or more independent Directors; (5) as proposed By the Party Committee of the Company: (6) as proposed by the supervisory committee of the Company; (7) as proposed by the president of the Company.		Adjusted and amended as Article 20, Article 22 and Article 23, as follows: Article 20 Discussion of matters of the Board of Directors shall be conducted by way of meeting. ~~The~~ Board meetings ~~of~~ ~~the Company shall include~~ can be regular meetings and extraordinary meetings. Article 22 Regular Board meetings shall be convened at least four times each year. Generally, the following matters shall be included in regular Board meetings: (1) annual business plans, investment plans, audit plans and work plans of specialised committees; (2) annual financial budget and profit distribution; (3) appraisal and remuneration of senior officers; (4) annual work report of the general managers; (5) annual report on law compliance, annual report on audit, annual work report of the Board of Directors, and annual report on the implementation of Board resolutions; (6) annual or quarterly financial analysis; (7) other matters which, in the opinion of the Board, should be included for consideration at regular meetings. Article 23 Under any of the following circumstances, an extraordinary Board meeting~~may be~~ is generallyconvened and presided by the chairman of the Board within 10 working days from the receipt of eligible proposal: ~~(5)~~ (1) as proposed By the Party Committee ~~of the Company~~: ~~(1)~~ (2) as deemed necessary by the chairman of the Board; (3) as jointly proposed by three or more Directors; (4) as proposed by two or more independent non-executive Directors; (5) as proposed by the specialised committees of the Board; ~~(2)~~ (6) as proposed by shareholder(s) representing 10% or more of the voting rights; ~~(6)~~ (7) as proposed by the supervisory committee of the Company; ~~(7)~~ (8) as proposed by the ~~president~~ general manager ~~of the~~ ~~Company~~~~.;~~ (9) other circumstances specified in the Articles of Association.

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Existing Articles	Existing Articles	Amended Articles
	Existing Articles	Amended Articles
	Newly-added	Article 21 Board meetings are named according to the session of the Board and order of meetings, and regular and extraordinary meetings are numbered consecutively.
	Article 12 The Board meetings may be held on-site, by conference call or by written resolutions. Resolutions to be passed at the extraordinary Board meetings shall become valid without the need of convening an on-site Board meeting if the Board of Directors has distributed the proposed resolutions to all Directors, and the number of Directors who have signed for consent to the proposed resolutions has reached the quorum for adopting a resolution as required by the Articles of Association. Written resolutions may be delivered by facsimile or courier except the matters shall not be resolved by written resolution as required by the Rules Governing the Listing of Securities. Regular Board meetings or extraordinary Board meetings may be held by telephone or other communication equipment, provided that the attending Directors are able to hear other Directors clearly and communicate among themselves. All Directors present shall be considered as attending the meeting in person.	Article 24 The Board meetings may be held on-site~~, by~~ ~~conference call~~ or by way of teleconference ~~or by written~~ ~~resolutions.~~ An on-site meeting is a Board meeting at which more than a half (inclusive) of the Directors are present in person; a teleconference is a meeting at which more than a half (inclusive) of the Directors participate via telephone, audio, video and other means of communication, through which real-time communication and exchange among the attendees of the meeting should be available. ~~Resolutions to~~ ~~bdtthtdiBdtihllb~~
		~~e passe a e exraornary oar meengs sa ecome~~ ~~lid itht th df iitBd tiif~~
		~~va wou e nee o convenng an on-se oar meeng ~~ ~~thBdfDithditibtdthdlti~~
		~~e oar o recors as srue e propose resouons~~ ~~tllDitdthbfDithhid~~
		~~o a recors, an e numer o recors wo ave sgne~~ ~~fttthdltihhdth~~
		~~or consen o e propose resouons as reace e quorum~~ ~~fdtiltiidbthAtilf~~
		~~or aopng a resouon as requre y e rces o~~ ~~AitiWittltibdlidbfiil~~
		~~ssocaon. ren resouons may e evere y acsme~~ ~~itthtthlltbldbitt~~
		~~or courer excep e maers sa no e resove y wren~~ ~~ltiidbthRlGithLitif~~
		~~resouon as requre y e ues overnng e sng o~~ ~~Securities.~~ ~~RlBdtitdiBdti~~
		~~eguar oar meengs or exraornary oar meengs may~~ ~~bhldbtlhthitiit~~
		~~e e y eepone or oer communcaon equpmen,~~ ~~iddthtthttdiDitblthth~~
		~~prove a e aenng recors are ae o ear oer~~ ~~DitllditthlAll~~
		~~recors ceary an communcae among emseves. ~~ ~~Ditthllbiddttdithti~~
		~~recors presen sa e consere as aenng e meeng~~ ~~in person.~~
Newly-added	Newly-added	Article 25 In principle, Board meetings for the purpose of consideration of the decisions on the “Three Importance and One Large” matters shall be held in the form of on-site meetings; in special or emergency situations, the meetings may also be held by way of teleconference upon the proposal of the chairman of the Board and the approval of at least a half (inclusive) of the external Directors. Board resolutions shall be made in written form. When a Board meeting is held by way of teleconference, the Directors may not appoint a proxy to attend the meeting. If a Director is unable to sign on a resolution at a meeting, he/she shall cast votes verbally and responsively affix the written signature. The verbal vote by a Director shall have the same effect as the written signature, provided that there is no discrepancy between the vote expressed by such Director in completing the written signature and the vote verbally expressed by him/her during the meeting. Board meetings held by way of teleconference, shall be recorded in audio or video form, in addition to minutes and resolutions.

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Existing Articles	Existing Articles	Amended Articles	Amended Articles
	Existing Articles	Amended Articles
	Newly-added	Article 26 A Board meeting may not be convened for the following matters, provided that written resolution will be issued by the Board of Directors: (1) matters of a procedural nature that are not within the authority of the Board of Directors pursuant to the Articles of Associate, the Implementing Methods of Three Importance and One Large and these Rules, or matters for which the Board of Directors has delegated authority to the management to decide, but for which a Board resolution needs to be issued externally; (2) matters for which the Board of Directors has held a meeting within the past year to resolve specific matters, and there has been no material change in the conditions and contents on which decisions are made, but a new Board resolution needs to be issued externally; (3) an application to bank for granting of credit limit (provided that the use of specific loans shall not be voted by means of written resolutions). A Board resolution issued in writing requires unanimous approval of all Directors to be effective. Matters not to be voted by means of written resolution as required by the Listing Rules shall not be resolved by written resolution.
	Newly-added	Article 27 The Board of Directors shall enhance the forward-looking and planning nature of Board meetings. The Board secretary is responsible for leading the Board office in soliciting discussion topics for regular Board meetings at the beginning of each year and formulating an annual plan on discussion topics.

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Existing Articles	Existing Articles	Amended Articles
	Existing Articles	Amended Articles
Newly-added	Newly-added	Article 28 For subject matters included in the decision- making agenda of the Board, the proposers are responsible for preparing discussion materials and submitting them to the Board office. The Board secretary is responsible for reviewing the discussion materials. The subject matters submitted for consideration by the Board of Directors shall be subject to the relevant review and approval procedures of the Company. For subject matters involving the immediate interests of employees, before the meeting, the trade union should be consulted, or the opinions of the employees should be solicited through employees’ representative meetings. Matters involving legal issues shall be submitted in advance to the general legal adviser for legal review, and the general legal adviser shall issues an independent legal opinion or a written legal opinion. Matters involving financial issues shall be subject to prior financial audit procedures. Subject matters with unfulfilled necessary procedures or incomplete materials, or have problems with legal compliance, shall not be included in the discussion of the Board of Directors. Except for subject matters proposed by the Company’s Party Committee, all other subject matters shall be submitted to the chairman of the Board for approval after solicitation of opinions, departmental signatures, and review by the leaders and the general managers. Matters involving the “Three Importance and One Large” decision shall be submitted to the Company’s Party Committee for consideration after approval by the chairman of the Board before the Board of Directors’ decision.

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APPENDIX II

Existing Articles Amended Articles Article 13 A preparatory meeting of the Board may be held Deleted after proposals made by the chairman of the Board of, three or more Directors, two or more independent Directors, the supervisory committee of the Company or the president of the Company to have initial communication on significant issues to be discussed at regular Board meetings and extraordinary Board meetings. No prior notification is required for preparatory meetings of the Board, which may be convened at appropriate time and place arranged directly by the Board secretary. Article 14 Rules for convening Board meetings A Board Adjusted and amended as Article 32 and Articles 34 to 37, as shall be convened and chaired the chairman of the follows:

Article 14 Rules for convening Board meetings A Board meeting shall be convened and chaired by the chairman of the Board. If the chairman of the Board is unable to convene and chair the meeting, a Director may be designated by the chairman of the Board to exercise his powers and functions on his behalf. If the chairman of the Board fails to convene and chair the meeting, a Director jointly elected by a simple majority of Directors shall convene and chair the meeting.

Article 32 ~~A majority~~ More than half of the Directors, including authorised Directors, shall form the quorum of Board meetings. A Director who attends a teleconference in person is deemed to be present at a Board meeting. Where a Director is unable to attend a meeting for any reason, he/she shall take leave of absence from the chairperson of the meeting and review the meeting materials in advance so as to submit a written proxy form indicating his/her voting preference to the proxy Director and the Board secretary prior to the meeting ~~he may appoint another Director to attend the meeting and exercise his voting rights on his behalf.~~ Where a Director appoints another Director to attend the meeting, he shall indicate expressly on the written authorization the subject proposals for authorization and his own opinions therefor. The attorney shall produce the signed or sealed authorisation when attending the meeting and exercise his rights within the scope of authorisation.

A majority of Directors, including authorised Directors, shall form the quorum of Board meetings. Where a Director is unable to attend a meeting for any reason, he may appoint another Director to attend the meeting and exercise his voting rights on his behalf. Where a Director appoints another Director to attend the meeting, he shall indicate expressly on the written authorization the subject proposals for authorization and his own opinions therefor. The attorney shall produce the signed or sealed authorisation when attending the meeting and exercise his rights within the scope of authorisation.

Where a Director fails to attend a Board meeting or fails to appoint a proxy to attend such meeting, he shall be deemed to have abstained from voting at such meeting, but his liability to the relevant resolution is not thereby waived.

Any comment that the proxy wishes to make at the meeting should be provided in writing together with the proxy form.

It is inappropriate for a Director to give a blank form of proxy, nor is a Director to delegate full power to the proxy. Authorisation shall be for one particular issue only. As a matter of principle, a Director may not accept proxies from more than two Directors are present at the meeting at any one time. A Director who attends a meeting in place of another Director shall exercise his/her powers within the scope of the authority delegated to him.

Where a Director fails to attend two consecutive meetings in person or appoint another Director to attend the Board meetings without any reason, he shall be deemed to be unable to perform his duties, and the Board of Directors shall accordingly propose to the general meeting for replacement of such Director.

Pursuant to the provisions of the Articles of Association, a Director who is unable to perform his duties shall not have voting rights on all proposed resolutions before his replacement at the general meeting. Any Director disqualified in accordance with the laws shall also have no voting rights.

Article 34 ~~Rules for convening Board meetings~~ A Board meeting shall be convened and chaired by the chairman of the Board. If the chairman of the Board is unable to convene and chair the meeting for any reason , ~~a Director may be designated by the chairman of the Board to exercise his powers and functions on his behalf. If the chairman of the Board fails to convene and chair the meeting,~~ a Director jointly elected by a simple majority (including half) of Directors shall convene and chair the meeting.

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Existing Articles	Existing Articles	Amended Articles	Amended Articles
	Existing Articles	Amended Articles
		Article 35 Each subject matter shall be considered individually at a Board meeting. The proposer must attend the meeting on time and report on the content of the subject matter. If the proposer cannot attend the meeting due to special reasons, he/she should apply for leave of absence from the chairperson of the meeting at least one working day before the meeting and appoint a deputy to report on his/her behalf. Article 36 The participating directors shall express their opinions or recommendations independently, objectively and prudently after carefully reading the relevant meeting materials and being briefed on the subject matter. In the case of a proxy, the proxy shall express the opinion of the appointer in addition to his/her own opinion. Where a subject matter has been considered by a specialized committee, the specialized committee shall submit written advice to the Board of Directors, which shall be read before the subject matter is discussed. The chairperson of the meeting is responsible for the effective maintenance of order at the meeting venue and the adequate protection of the rights of participating Directors to speak, discuss, inquire and vote. Before the members of the Board of Directors speak, it is generally not appropriate for the chairperson to express biased opinions. Article 37 Where a Director fails to attend a Board meeting or fails to appoint a proxy to attend such meeting, he shall be deemed to have abstained from voting at such meeting, but his liability to the relevant resolution is not thereby waived. Where a Director fails to attend two consecutive Board meetings in person or appoint another Director to attend or vote on the Board meetings without any reason, he shall be deemed to be unable to perform his duties, and the Board of Directors ~~shall~~ may accordingly propose to the general meeting for replacement ~~of such Director.~~ Pursuant to the provisions of the Articles of Association, a Director who is unable to perform his duties shall not have voting rights on all proposed resolutions before his replacement at the general meeting. Any Director disqualified in accordance with the laws shall also have no voting rights.

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Existing Articles Amended Articles Article 15 Proposed resolutions of Board meetings Deleted

The following matters may be proposed to the Board meetings as resolutions:

(1) matters proposed by the chairman of the Board; (2) matters raised by shareholders representing 10% or more of the voting rights;
(3) matters proposed by any special committee of the Board;
(4) matters jointly proposed by three or more of the Directors; (5) matters proposed by two or more of the independent Directors;
(6) matters proposed by the supervisory committee;
(7) matters proposed by the president; or
(8) such other circumstances stipulated by laws, rules and regulations and the Articles of Association.

All proposed resolutions to be submitted for discussion at the Board meetings shall be collected by the Board secretary who shall compile the relevant materials, setting forth the time, place and agenda of the meeting, before submission of such materials to the chairman of the Board for determination of whether to submit to the Board meetings for consideration.

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Existing Articles	Existing Articles	Amended Articles
	Existing Articles	Amended Articles
Article 16 Notice of Board meetings All Directors shall be notified in writing (including by facsimile and letters) at least fourteen days before a regular Board meeting is convened. Such notice shall be copied to all supervisors attending the Board meeting and other attendees. Notice of an extraordinary Board meeting shall be given to all Directors in writing by post or by email or facsimile at least fourteen days before such meeting is convened. Directors shall inform the Company by telephone, facsimile, email, etc. whether he will attend the meeting three days before the meeting is convened. Where three or more Directors or the president of the Company propose(s) resolutions in respect of urgent matters after the notice of Board meeting is served but three days before the Board meeting is convened, such proposals may be treated as the supplemental or amended documents of the meeting materials, and be served to the Directors of the Company in writing by post or email, and be discussed, considered and resolved at the Board meeting. With consent by a simple majority of all Directors, the fourteen- day advance notice requirement of an extraordinary Board meeting may be waived, and such Board meeting can be convened promptly as necessary or resolutions can be directly adopted in writing, other than the matters shall not be resolved by written resolution as required by the Rules Governing the Listing of Securities. Notice of Board meetings shall include the following: (1) the time and place of the meeting; (2) the reasons and subject matters; and (3) the date of the notice. The notice of Board meetings may be given by hand, facsimile, courier, registered air mail, etc.	Article 16 Notice of Board meetings All Directors shall be notified in writing (including by facsimile and letters) at least fourteen days before a regular Board meeting is convened. Such notice shall be copied to all supervisors attending the Board meeting and other attendees. Notice of an extraordinary Board meeting shall be given to all Directors in writing by post or by email or facsimile at least fourteen days before such meeting is convened. Directors shall inform the Company by telephone, facsimile, email, etc. whether he will attend the meeting three days before the meeting is convened. Where three or more Directors or the president of the Company propose(s) resolutions in respect of urgent matters after the notice of Board meeting is served but three days before the Board meeting is convened, such proposals may be treated as the supplemental or amended documents of the meeting materials, and be served to the Directors of the Company in writing by post or email, and be discussed, considered and resolved at the Board meeting. With consent by a simple majority of all Directors, the fourteen- day advance notice requirement of an extraordinary Board meeting may be waived, and such Board meeting can be convened promptly as necessary or resolutions can be directly adopted in writing, other than the matters shall not be resolved by written resolution as required by the Rules Governing the Listing of Securities. Notice of Board meetings shall include the following: (1) the time and place of the meeting; (2) the reasons and subject matters; and (3) the date of the notice. The notice of Board meetings may be given by hand, facsimile, courier, registered air mail, etc.	Adjusted and amended as: Article 29 ~~Notice of Board meetings~~ The Board office shall serve notice of the meeting ~~All Directors shall be notified~~ in writing (including by facsimile and letters) to all Directors at least fourteen days before a ~~regular~~ Board meeting ~~is convened~~. Such notice shall be copied to all supervisors attending the Board meeting and other attendees. ~~Notice of an extraordinary~~ ~~BdtihllbitllDitiitibt~~
		~~oar meeng sa e gven o a recors n wrng y pos~~ ~~bilfiiltltftdbfh~~
		~~or y ema or acsme a eas oureen ays eore suc~~ ~~meeting is convened. ~~Directors shall inform the Company by telephone, facsimile, email, etc. whether he will attend the meeting three days before the meeting is convened. Notice of meetings are generally delivered via the Company’s meeting management information system, email, and telephone. Notice of ~~Board ~~meetings shall be issued by the chairman of the Board and generally include the following: (1) the time, ~~and ~~place and date of the meeting; (2) the manner of convening the meeting (on-site meeting or teleconference); ~~(2)~~~~(~~3) the reasons and subject matters; ~~and~~ ~~(3)~~~~(~~4) the date of the notice; (5) the contact person and contact information. The notice of Board meetings may be given by hand, facsimile, courier, ~~registered air mail~~ email, etc. Where three or more Directors or the ~~president~~ general managers of the Company propose(s) resolutions in respect of urgent matters after the notice of Board meeting is served but three days before the Board meeting is convened, such proposals may be treated as the supplemental or amended documents of the meeting materials, and be served to the Directors of the Company in writing by post or email, and be discussed, considered and resolved at the Board meeting.

With consent by a simple majority of all Directors, the fourteenday advance notice requirement of an ~~extraordinary~~ Board meeting may be waived, and such Board meeting can be convened promptly as necessary ~~or resolutions can be directly adopted in writing, other than the matters shall not be resolved by written resolution as required by the Rules Governing the Listing of Securities~~ .

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Existing Articles	Existing Articles	Amended Articles	Amended Articles
	Existing Articles	Amended Articles
	Newly-added	Article 30 The documents, information and other materials provided to the Directors shall be true, accurate and complete so as to enable the Directors to have a timely, accurate and comprehensive understanding of the subject matters to be discussed at the Board meetings. If, prior to a Board meeting, a Director considers that the content of the agenda item is unclear or non-specific or the materials is insufficient, he/she may request the relevant department or personnel through the Board secretary for additional information or further explanation. When one-fourth or more of the Directors or two or more external Directors believe that the information is insufficient or argument concerning the issue is unclear, they may jointly propose to postpone the consideration of the topic, which shall be adopted by the Board of Directors. The Board office shall promptly send notice to the Directors, supervisors and attendees upon receipt of a written request from the Directors to suspend part of the agenda of a Board meeting.
	Newly-added	Article 31 Directors may obtain the information required for decision-making from the Board secretary, the proposer, members of the management level, relevant functional departments, persons in charge of enterprises, and the accounting and law firms appointed by the Company before the meeting. For major investments and complex decisions-making, the Company may assist the Directors in understanding the situation by arranging special reports and on-site surveys for Directors, and if necessary, arrange relevant personnel and departments to report and communicate with the Directors in advance for any questions about the issue, so as to enhance the Directors’ understanding of the issue to be decided and improve the scientific standard and efficiency of decision-making.

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PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

Existing Articles	Amended Articles	Amended Articles
Existing Articles	Amended Articles
Article 17 Eligibility for attending the Board meetings Directors of the Company shall participate in the Board meetings. The supervisors of the Company and secretary to the Board shall attend the Board meetings. Where necessary, senior officers of the Company as well as the persons relating to the proposals may attend the Board meetings. Attendees have the right to express their opinions in respect of the relevant proposals for Directors’ reference in making decisions, but they do not have voting rights. Members of the Board of Directors of the Company and attendees shall not divulge the contents of Board meetings to any outsiders.	Adjusted and amended as: Article 33 ~~Eligibility for attending the Board meetings Directors~~ ~~fthChlltiitithBdti~~
	~~o e ompany sa parcpae n e oar meengs~~ ~~supervisors of the Company.~~ The general managers (if not a director), members of the Board of Supervisors (Supervisors) and secretary to the Board shall attend the Board meetings. ~~Where necessary, senior officers of the~~ ~~Cllthltitthl~~
		~~ere necessary, senor ocers o e~~ ~~thltitthl~~
	~~ompany as we ~~ ~~ttdthBd~~
	~~enees ave e rg o express er opnons n respec o~~ ~~thltlfDit’fiki~~
	~~e reevan proposas or recors reerence n mang~~ ~~decisions, but they do not have voting rights.~~ Members of the Board of Directors of the Company and attendees shall not divulge the contents of Board meetings to any outsiders.
Newly-added	Article 38 After full discussion of each subject matter, the chairperson of the meeting is responsible for promptly requesting the directors to vote. If more than one subject matters are to be decided at the meeting, each matter shall be voted on individually.

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APPENDIX II

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

Existing Articles Amended Articles Article 18 Business consideration and voting at Board meetings Adjusted and amended as: Directors shall attend Board meetings seriously and in a Article 40 ~~Business consideration and voting at Board meetings~~ responsible manner and express clear opinions and Directors shall attend Board meetings seriously and in a suggestions for matters of the Company under discussion. responsible manner and express clear opinions and suggestions Where there is conflict of interests between the Directors and for matters of the Company under discussion. Where there is the Company, they shall act in the best interest of the Company. conflict of interests between the Directors and the Company, they shall act in the best interest of the Company. Where a Director has interests in the subject matters of a Board meeting, such Director shall voluntarily disclose the nature and ~~Where a Director has interests in the subject matters of a Board~~ extent of his interests to the Board of Directors and abstain ~~meeting, such Director shall voluntarily disclose the nature and~~ from discussion and voting. He shall not be counted as quorum ~~extent of his interests to the Board of Directors and abstain from~~ for resolutions of the Board. ~~discussion and voting. He shall not be counted as quorum for resolutions of the Board.~~ When a Director has connected relationship with an enterprise involved in the subject matter to be considered at a Board meeting, he/she shall withdraw from voting and submit a written explanation of the reasons for withdrawing to the Board secretary. Where any Director is required to withdraw from voting, the Board meeting may be held by the presence of a majority of the uninterested Directors, and the resolutions made at the Board meeting shall be passed by the votes of the uninterested directors in accordance with the voting mechanism stipulated in these Rules and the Articles of Association. Directors who are required to withdraw from voting shall not be counted in the quorum in the vote counting.

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PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

APPENDIX II

Existing Articles

Article 19 Resolutions of the Board of directors Except the resolutions of the Board with respect to any of the following matters which shall be adopted by two-thirds or more of the Directors, all other resolutions of the Board may be adopted by a simple majority of all Directors:

(1) formulation of proposals for the increase or reduction of the registered capital of the Company;

(2) formulation of proposals for the issue of the bonds of the Company;

(3) formulation of proposals for merger, division or dissolution of the Company;

(4) formulation of proposals for amendments to the Articles of Association; and

(5) such other matters so stipulated by laws, regulations or the Articles of Association.

The resolutions of the Board shall truthfully reflect the voting of Directors at the meeting and summarise accurately and briefly the decisions made and the requirements set out in respect of the subject matters of the meeting by the Directors.

The proposals of the Board may be voted by way of poll and each Director shall have one vote. Where one-fourth or more of the Directors or two or more independent Directors consider the materials provided for the matters to be resolved insufficient or without clear ground, such Directors may jointly propose to adjourn the Board meeting or the discussion on part of the matters for consideration. The Board shall accept such proposal.

Amended Articles Adjusted and amended as: Article 39 ~~Resolutions of the Board of directors~~

~~Except the resolutions of the Board with respect to any of the following matters which shall be adopted by two-thirds or more of the Directors, all other resolutions of the Board may be adopted by a simple majority of all Directors:~~ Resolutions of Board meetings can be ordinary resolutions or special resolutions. An ordinary resolution of the Board of Directors must be approved by more than half of all Directors; a special resolution of the Board of Directors must be approved by more than two-thirds (including twothirds) of all Directors.

The following matters shall be approved by special resolutions: (1) formulation of proposals for the increase or reduction of the registered capital of the Company;

(2) formulation of proposals for the issue of the bonds of the Company;

(3) formulation of proposals for merger, division or dissolution of the Company;

(4) formulation of proposals for amendments to the Articles of Association; and

(5) such other matters so stipulated by laws, regulations or the Articles of Association.

~~The proposals of the Board may be voted by way of poll and each Director shall have one vote.~~ Each Director shall have one vote when voting on the resolution of the Board of Directors. There are three ways of voting, namely, voting in writing, voting by hands and verbal voting. The chairperson of the meeting shall determine the way of voting based on the subject matters for discussion.

The voting opinions of the directors are categorised as for, against or abstain. Directors shall choose only one opinion of the above; if a Director makes no choice or chooses two or above opinions at the same, the chairperson of the meeting shall request him/her to make a choice or choose once again and deem as abstain shall he/she refuses; a Director who leaves the meeting halfway and fail to authorise another Director to vote on his/her behalf on any matter not yet discussed by the Board of Directors is also deemed as abstain, but his/her voting which has already been made shall be valid.

28 -

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

APPENDIX II

Existing Articles	Existing Articles	Amended Articles
	Existing Articles	Amended Articles
		In principle, the meeting of the Board of Directors shall not consider subject matters not listed in the notice of the meeting. Under special circumstances, extraordinary matters may be considered and voted upon with the unanimous consent of all Directors of the Company. ~~WhfthfthDitt~~
		~~ere one-our or more o e recors or wo or more~~ ~~iddtDitidthtiliddfth~~
		~~nepenen recors conser e maeras prove or e~~ ~~tttbldiffiititht ldh~~
		~~maers o e resove nsucen or wou cear groun, suc~~ ~~DititltdthBdti~~
		~~recors may jony propose o ajourn e oar meeng or~~ ~~thdiitfthttfidtiTh~~
		~~e scusson on par o e maers or conseraon. e~~ ~~Board shall accept such proposal.~~ ~~DithllbliblfthltifthBdf~~
		~~recors sa e ae or e resouons o e oar o~~ ~~Dit Wh lti f th Bd i i ilti f~~
		~~recors. ere a resouon o e oar s n voaon o any~~ ~~l diitti l d lti th it f~~
		~~aws, amnsrave rues an reguaons or e requremens o~~ ~~thAtilfAitidltiilffd~~
		~~e rces o ssocaon an resus n serous oss suere~~ ~~bthCthDittkitithdtif~~
		~~y e ompany, e recors ang par n e aopon o~~ ~~ltihllbliblftitthC~~
		~~resouon sa e ae or compensaon o e ompany.~~ ~~Dithhbdhidditi~~
		~~recors wo ave een prove as avng expresse ssenng~~ ~~iithltihihhbddith~~
		~~opnons on e resouon wc as een recore n e~~ ~~minutes of the meeting may be exempted from such liability.~~
	Newly-added	Article 41 The Board of Directors shall make resolutions in writing on all matters considered and approved.
	Newly-added	Article 42 A resolution of the Board of Directors shall include at least the following: (1) the date, place, manner and name of chairperson of the meeting; (2) the quorum, number of Directors present and the authorisation of proxy; (3) the particulars of the resolutions passed and the voting results of each resolution (which shall include the number of votes for, against, abstaining from, or withdrawing from); (4) the proceedings of meeting and validity and legality of votes; (5) other matters that should be explained and recorded. A resolution of the Board of Directors shall be made at least in duplicate and shall be signed by Directors. The Board of Directors may, as needed, make Board resolutions either individually for each decision-making matter of or in combination for matters considered at a single meeting.
Newly-added	Newly-added	Article 43 Directors present at the meeting and those voting on behalf of other Directors shall sign the Board resolution. The Directors shall be responsible for the Board resolution. If a Director holds different opinion on the resolution, he or she may state so in writing when signing the resolution.

29 -

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

APPENDIX II

Existing Articles Amended Articles Newly-added Article 44 If there is a obvious disagreement or major dispute among the Directors present at the meeting regarding a subject matter, the chairperson of the meeting may, with the consent of a majority of all the Directors, announce the suspension of voting on the subject matter, and at the same time, expressly put forward requirements on the time limit for re-submission of the subject matter and the conditions to be satisfied. Newly-added Article 45 The Board office is responsible for preparing Board resolutions and compiling minutes of meetings. The Directors present the meetings have the right to request their speeches made at the meetings be recorded in the minutes as explanatory notes. Directors have the rights of access to the minutes of meeting. If a Director objects to the minutes, he/she has the right to propose amendments, supplements or written explanations within three days after requesting to view the minutes. Other personnel may view the minutes with the consent of the chairman of the Board. Article 20 Minutes of Board meetings Deleted Minutes of Board meetings are taken in written form and in audio and visual form. The Board secretary of the Company shall take minutes for the meeting and ensure its truthfulness, accuracy and completeness. Minutes shall bear the signature of directors present at the meeting and the person who takes such minutes and shall list out the opinions expressed by the independent directors in the resolutions of the Board meetings.

Where a Director who has attended the meeting has dissenting opinion on the relevant contents on the written minutes of the meeting, the audio and video record shall prevail.

Where the Board secretary appoints another person to take written minutes of the meeting, such Board secretary shall still be liable for the truthfulness, accuracy and completeness of such minutes.

Minutes of Board meetings shall include the following:

(1) the date, venue, and the name of the convener of the meeting;

(2) the names of the Directors present at the meeting and the names of Directors appointed to attend (be present at) the Board meetings by others;

(3) the agenda of the meeting;
(4) key points of the Directors’ opinions;

(5) the voting method and result of each matter to be resolved (the result of the voting shall set out the respective number of assenting, dissenting or abstention votes).

30 -

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

APPENDIX II

Existing Articles	Existing Articles	Amended Articles	Amended Articles	Amended Articles
	Existing Articles		Amended Articles
	Article 21 The Board secretary of the Company shall be responsible for organizing and arranging the Board meetings, preparing meeting documents, handling relevant meeting affairs, taking minutes of the meetings and keeping relevant meeting information for 10 years.		Adjusted and amended as: Article 46 The ~~Board secretary of the Company shall be~~ ~~iblfiidithBdti~~
			~~response or organzng an arrangng e oar meengs,~~ ~~i ti dt hdli lt ti ffi~~
			~~preparng meeng ocumens, anng reevan meeng aars,~~ ~~tkiitfthtidkiltti~~
			~~ang mnues o e meengs an eepng reevan meeng~~ ~~information for 10 years.~~ Company shall keep archives of Board meetings. The archives shall include notices of meetings, proxies for Directors to appoint proxies to vote, meeting materials, minutes and resolutions confirmed by Directors’ signatures, and audio and video recordings of meetings held by teleconference. The minutes and resolutions of Board meetings shall be kept permanently.
	Newly-added		Article 47 The chairperson of the meeting may decide to collect meeting documents and materials at the end of the Board meeting based on the need for confidentiality. The Directors, supervisors and personnel attending the meeting shall properly keep the meeting documents and bear the responsibility and obligation to keep the meeting documents and the contents of the meeting resolutions confidential before the contents of such resolutions of the meeting are officially disclosed.
	Newly-added		Article 48 The Board of Directors is responsible for establishing a mechanism to monitor and review the implementation of resolutions. The Board secretary is specifically responsible for the follow-up and monitoring of the Board resolutions and shall report the progress to the Board on a regular basis. If a Board resolution cannot be implemented or become unnecessary to be implemented due to a change in circumstances, the Board secretary shall report to the Board in a timely manner, and the chairman of the Board shall decide whether to refer the matter to the Board for reconsideration and result in a change of resolution based on the circumstances. The Board secretary shall summarise and analyse the annual implementation of the resolution and make recommendations to the Board. After the Board of Directors has made a resolution, the Board office shall inform on and make known the contents of the Board resolution. Directors who hold opposing opinions during voting of the Board of Directors shall obey and implement the decision made by the Board of Directors and shall not act in contradiction in the course of implementation or act according to their personal wish.

31 -

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

APPENDIX II

Existing Articles	Existing Articles	Amended Articles	Amended Articles
	Existing Articles	Amended Articles
	Newly-added	Article 49 After the resolutions are passed by the Board of Directors, the general managers shall organise and implement the resolutions which fall within their functions and powers or which the Board authorises the general managers to do so, and shall report to the chairman of the Board or the Board of Directors on the implementation of the resolutions. For other matters, the Board office shall urge relevant personnel to implement the resolution of the Board of Directors, follow up on the implementation of the resolution, and report the implementation of the resolution to the chairman of the Board.
	Newly-added	Article 50 Any person who violates these Rules and causes significant losses or serious consequences shall be held accountable in accordance with relevant regulations. Those suspected of committing crimes shall be dealt with in accordance with relevant national laws and regulations.
	Chapter 5 Committees under the Board of Directors	Deleted
	Article 22 The Company has established the Strategic Committee, the Audit Committee, the Remuneration and Appraisal Committee and the Nomination Committee under the Board of Directors. Members of the aforementioned committees under the Board shall be elected by the Board of Directors, and the resolutions of the committees shall be valid subject to the approval of a simple majority of all the members thereof. The respective work and duties of the aforementioned committees under the Board shall be subject to their respective rules of work.	Adjusted and amended as: Article 4 Specialised committees under the Board are specialized working bodies within the Board, which conduct fundamental research and provide professional advice and recommendations to the Board on important matters to be considered by the Board or other matters delegated by the Board. Specialised committees are set up by the Board depending on the work required. ~~The Company~~ ~~htblihdthSttiCittthAditCitt~~
		~~as esase e raegc ommee, e u ommee,~~ ~~th Rti d Ail Citt d th Niti~~
		~~e emuneraon an pprasa ommee an e omnaon~~ ~~Committee under the Board of Directors.~~ Members of the ~~aforementioned~~ specialised committees ~~under~~ ~~the Board~~ shall be elected by the Board of Directors, and the resolutions of the committees shall be valid subject to the approval of a simple majority of all the members thereof. The respective work and duties of the ~~aforementioned~~ specialised committees ~~under the Board ~~shall be subject to their respective rules of work.
Chapter 6 Supplemental Provisions	Chapter 6 Supplemental Provisions	Chapter 6 Supplemental	Provisions

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PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

APPENDIX II

Existing Articles Amended Articles Article 23 Where any matter is not covered by these Rules or Article 51 Where any matter is not covered by these Rules or where these Rules are inconsistent with the laws, regulations where these Rules are inconsistent with the laws, regulations and other relevant regulatory documents and provisions of the and ~~other relevant~~ regulatory documents ~~and provisions of the~~ Articles of Association, those laws, regulations, relevant ~~Articles of Association,~~ those laws, regulations, ~~relevant~~ and regulatory documents and provisions of the Articles of regulatory documents ~~and provisions of the Articles of~~ Association shall prevail. ~~Association~~ shall prevail. Article 24 The general meeting authorizes the Board to interpret Article 52 ~~The general meeting authorizes the Board to interpret~~ these Rules. ~~these~~ These Rules are interpreted by the Board office. Article 25 These Rules are formulated by the Board and shall Adjusted and amended as: come into effect upon approval by the general meeting. Any amendment to these Rules shall be proposed by the Board in the Article 53 These Rules are formulated by the Board and shall form of an amendment proposal and shall come into effect upon come into effect upon approval by the general meeting. Any approval by the general meeting. amendment to these Rules shall be proposed by the Board in the form of an amendment proposal and shall come into effect upon approval by the general meeting. Article 26 The phrase “or more” herein in respect of a number Deleted shall include such number while “majority”, “exceed” “less than” and “more than” in respect of a number shall exclude such number.

The above-mentioned Proposed Amendments to the Rules and Procedures for Meetings of the Board are subject to the approval of the Shareholders by way of an ordinary resolution at the EGM.

The existing rules will be renumbered accordingly upon the Proposed Amendments to the Rules and Procedures for Meetings of the Board and other provisions in the Rules and Procedures for Meetings of the Board remain unchanged. The Proposed Amendments to the Rules and Procedures for Meetings of the Board are written in Chinese and English. Both language versions are valid. In the case of discrepancy, the Chinese version shall prevail.

33 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

**CAPINFO COMPANY LIMITED[*]**

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

(Stock Code: 1075)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the “ EGM ”) of Capinfo Company Limited (the “ Company ”) will be held at Conference Room, 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the People’s Republic of China on Monday, 30 November 2020 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTION

To consider and approve the amendments to the Rules and Procedures for Meetings of the Board of the Company.

SPECIAL RESOLUTION

To consider and approve the amendments to the Articles of Association.

By order of the Board of Directors CAPINFO COMPANY LIMITED* Lin Yankun Chairman

Beijing, the People’s Republic of China, 13 November 2020

Notes:

The register of shareholders of the Company will be closed from Thursday, 26 November 2020 to Monday, 30 November 2020 (both days inclusive), during which period no transfer of the Company’s shares will be registered. In order to be entitled to attend and vote at the EGM, all completed transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H share registrar and transfer office in Hong Kong, Hong Kong Registrars Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (applicable for H shares) or the office of the Company at 5th Floor, Longfu Mansion, No.95 Longfusi Road, Dongcheng District, Beijing, the People’s Republic of China (applicable for domestic shares) not later than 4:30 p.m. on Wednesday, 25 November 2020.
Any shareholder of the Company entitled to attend and vote at the EGM mentioned above is entitled to appoint one or more proxies to attend and vote at the EGM on his/her/its behalf. A proxy need not be a shareholder of the Company.
For identification purpose only
34 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

A proxy form of the EGM is enclosed. In order to be valid, the proxy form must be under the hand of the appointor or his/her/its attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of the director or attorney duly authorized.
The proxy form should be delivered to the Company’s H shares registrar and transfer office in Hong Kong, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in the case of H shares) or the office of the Company at 5th Floor, Longfu Mansion, No.95 Longfusi Road, Dongcheng District, Beijing, the People’s Republic of China (in the case of domestic shares) not less than 24 hours before the time appointed for holding of the EGM (i.e. not later than 29 November 2020 at 10:00 a.m. (Hong Kong time)) or any adjournment thereof.
In accordance with the requirement of the Articles of Association of the Company and Rule 13.39(4) of the Listing Rules, all votes at the EGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
As at the date of this notice, the executive directors of the Company are Ms. Lin Yankun, Mr. Yu Donghui and Mr. Zong Zhaoxing; the non-executive directors of the Company are Mr. Zhou Weihua, Mr. Shan Yuhu, Mr. Ma Linxiang, Mr. Feng Jianxun and Mr. Hu Yong; and the independent non-executive directors of the Company are Mr. Gong Zhiqiang, Mr. Cheung, Wai Hung Boswell, Mr. Li He and Mr. Yang Xiaohui.
35 -

AI assistant

Capinfo Company Limited — Proxy Solicitation & Information Statement 2020

49668_rns_2020-11-13_05110c0b-f89c-4865-bc1b-cc5bf0ee8349.pdf

CAPINFO COMPANY LIMITED[*]

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

CONTENT

DEFINITIONS

DEFINITIONS

CAPINFO COMPANY LIMITED[*]

1. INTRODUCTION

2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

3. PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

4. EXTRAORDINARY GENERAL MEETING

LETTER FROM THE BOARD

5. VOTING BY WAY OF POLL

6. RECOMMENDATION

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Articles

Amended Articles

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

APPENDIX II

Chapter 2 Composition of the Board of Directors

APPENDIX II

APPENDIX II

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

Existing Articles

Amended Articles

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

APPENDIX II

APPENDIX II

Existing Articles

Amended Articles

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

APPENDIX II

APPENDIX II

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

APPENDIX II

APPENDIX II

APPENDIX II

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

APPENDIX II

APPENDIX II

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR MEETINGS OF THE BOARD

Existing Articles

APPENDIX II

APPENDIX II

CAPINFO COMPANY LIMITED[*]

NOTICE OF EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTION

SPECIAL RESOLUTION

NOTICE OF EXTRAORDINARY GENERAL MEETING

More from Capinfo Company Limited

Capinfo Company Limited Proxy Solicitation & Information Statement 2020

**CAPINFO COMPANY LIMITED[*]**

**CAPINFO COMPANY LIMITED[*]**

**CAPINFO COMPANY LIMITED[*]**