THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Central China Securities Co., Ltd., you should at once hand this circular together with the enclosed proxy form to the purchaser or the transferee or to the bank, securities broker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

中州证券

Central China Securities Co., Ltd.

(a joint stock company incorporated in 2002 in Henan Province, the People's Republic of China with limited liability under the Chinese corporate name “中原证券股份有限公司” and carrying on business in Hong Kong as “中州证券”)

(Stock Code: 01375)

(1) RE-APPOINTMENT OF AUDITING FIRM FOR THE YEAR OF 2025
(2) PROFIT DISTRIBUTION PLAN FOR THE YEAR OF 2024 AND INTERIM PROFIT DISTRIBUTION AUTHORIZATION FOR THE YEAR OF 2025
(3) EVALUATIONS AND REMUNERATION OF THE DIRECTORS FOR THE YEAR OF 2024
(4) EVALUATIONS AND REMUNERATION OF THE SUPERVISORS FOR THE YEAR OF 2024
(5) PROPOSED ABOLISHMENT OF THE SUPERVISORY COMMITTEE OF THE COMPANY
(6) PROPOSED GENERAL MANDATE TO ISSUE DOMESTIC AND OVERSEAS DEBT FINANCING INSTRUMENTS
(7) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
(8) REMUNERATION OF MR. LU ZHILI FOR 2023
(9) REMUNERATION OF MR. JIAN MINGJUN FOR 2023
(10) PROPOSED FORMULATION OF THE DIRECTOR EVALUATION AND REMUNERATION MANAGEMENT SYSTEM
(11) DETERMINING BUSINESS SCALE AND AFFORDABLE RISK LIMITS OF SECURITIES PROPRIETARY TRADING FOR THE YEAR OF 2025
(12) PROPOSED APPOINTMENT OF DIRECTORS AND
(13) NOTICE OF ANNUAL GENERAL MEETING

Letter from the Board is set out on pages 4 to 21 of this circular.

The AGM of the Company will be held at 9:00 a.m., on Monday, 30 June 2025 at Conference Room, 17th Floor, Zhongyuan Guangfa Finance Building, No. 10 Shangwu Waihuan Road, Zhengzhou, Henan Province, the PRC. The Notice of AGM is set out on pages 143 to 145 of this circular.

The proxy form for use at the AGM has been published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.ccnew.com). If you are not able to attend AGM, please complete and return the form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time appointed for the holding of the AGM and deposit it together with the notarized power of attorney or other documents of authorization with the Company's H share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H shares). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM in person should you so desire.

9 June 2025

CONTENTS

Page

DEFINITIONS... 1
LETTER FROM THE BOARD... 4
APPENDIX I — PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION... 22
APPENDIX II — THE DIRECTOR EVALUATION AND REMUNERATION MANAGEMENT SYSTEM OF CENTRAL CHINA SECURITIES CO., LTD... 138
NOTICE OF ANNUAL GENERAL MEETING... 143

DEFINITIONS

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

“AGM” the annual general meeting for the year 2024 (or any adjournment thereof) of the Company to be convened and held at 9:00 a.m. on Monday, 30 June 2025 at Conference Room, 17th Floor, Zhongyuan Guangfa Finance Building, No. 10 Shangwu Waihuan Road, Zhengzhou, Henan Province, the PRC

“Articles of Association” the articles of association of the Company, as amended, supplemented or otherwise modified from time to time

“A Share(s)” domestic listed ordinary share(s) with a nominal value of RMB1.00 each in the share capital of the Company, which are listed and traded on the Main Board of the Shanghai Stock Exchange

“A Shareholder(s)” the holder(s) of A Shares

“Board” the board of the Directors of the Company

“Company” or “Central China Securities” Central China Securities Co., Ltd. (中原证券股份有限公司) (carrying on business in Hong Kong as “中州证券”), a joint stock company incorporated on 8 November 2002 in Henan Province, the PRC with limited liability, the H Shares and A Shares of which are listed on the Main Board of the Hong Kong Stock Exchange (stock code: 01375) and the Shanghai Stock Exchange (stock code: 601375), respectively

“Company Law” the Company Law of the People’s Republic of China

“CSRC” the China Securities Regulatory Commission

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

DEFINITIONS

“H Share(s)”	overseas listed foreign ordinary shares with a nominal value of RMB1.00 each in the share capital of the Company, which are listed and traded on the Main Board of the Hong Kong Stock Exchange
“H Shareholder(s)”	the holder(s) of H Shares
“HKD”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Hong Kong Listing Rules”	the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended, supplemented or otherwise modified from time to time
“Hong Kong Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Independent Director(s)”	the independent non-executive director(s) of the Company
“Latest Practicable Date”	9 June 2025, being the latest practicable date for the purpose of ascertaining certain information contained in this circular prior to its publication
“PRC” or “China”	the People’s Republic of China
“RMB”	the lawful currency of the PRC, Renminbi, the basic unit of which is “yuan”
“Rules of Procedures for the Board of Directors”	the Rules of Procedures for the Board of Directors of Central China Securities Co., Ltd., one of the annexes to the Articles of Association (as amended, supplemented or otherwise modified from time to time)
“Rules of Procedures for the General Meetings”	Rules of Procedures for the General Meeting of Shareholders of Central China Securities Co., Ltd., one of the annexes to the Articles of Association (as amended, supplemented or otherwise modified from time to time)
“Securities Law”	the Securities Law of the People’s Republic of China

DEFINITIONS
“SFO”	the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong)
“Share(s)”	ordinary share(s) with a nominal value of RMB1.00 each in the share capital of the Company, including A Shares and H Shares
“Shareholder(s)”	the shareholder(s) of the Company
“SSE”	the Shanghai Stock Exchange
“Supervisor(s)”	the supervisor(s) of the Company
“Supervisory Committee”	the supervisory committee of the Company
“%”	per cent

LETTER FROM THE BOARD

中州证券

Central China Securities Co., Ltd.

(Stock Code: 01375)

Directors:
Ms. ZHANG Qiuyun (Chairlady of the Board)
Mr. LU Zhili
Mr. LI Xingjia
Mr. TANG Jin
Mr. TIAN Shengchun

Independent Directors:
Mr. CHEN Zhiyong
Mr. TSANG Sung
Mr. HE Jun

Registered Address in the PRC:
No. 10 Shangwu Waihuan Road
Zhengdong New District
Zhengzhou City, Henan Province
China

Headquarters/Principal Place of Business in the PRC:
No. 10 Shangwu Waihuan Road
Zhengdong New District
Zhengzhou City, Henan Province
China

Principal Place of Business in Hong Kong:
40th Floor, Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai, Hong Kong

9 June 2025

To the Shareholders

Dear Sir or Madam,

LETTER FROM THE BOARD

I. INTRODUCTION

At the AGM, the following resolutions (among other things) will be proposed to approve: (1) Re-appointment of auditing firm for the year of 2025; (2) Profit Distribution Plan for the year of 2024 and Interim Profit Distribution Authorization for the year of 2025; (3) Evaluations and Remuneration of the Directors for the year of 2024; (4) Evaluations and Remuneration of the Supervisors for the year of 2024; (5) Proposed Abolishment of the Supervisory Committee of the Company; (6) Proposed General Mandate to Issue Domestic and Overseas Debt Financing Instruments; (7) Proposed Amendments to the Articles of Association; (8) Remuneration of Mr. Lu Zhili for 2023; (9) Remuneration of Mr. Jian Mingjun for 2023; (10) Proposed Formulation of the Director Evaluation and Remuneration Management System; (11) Determining Business Scale and Affordable Risk Limits of Securities Proprietary Trading for the year of 2025; and (12) Proposed Appointment of Directors.

The purpose of this circular is to provide you with details of the aforementioned matters, and set out the Notice of the AGM.

II. RE-APPOINTMENT OF AUDITING FIRM FOR THE YEAR OF 2025

In 2024, the Company engaged ShineWing Certified Public Accountants (Special General Partnership) (hereinafter referred to as "ShineWing") as the auditor for financial reporting and internal control. During the audit process, ShineWing complied with the auditing standards and laws and regulations, abided by professional ethics, possessed professional competence, diligently and responsibly, and earnestly performed the duties of the audit firm, and completed the audit work independently and objectively.

In order to maintain the continuity of audit work, based on the industry practices, combined with professional standards and service experience of ShineWing, the Company proposes to re-appoint ShineWing as the auditor of the Company for 2025 for a term of one year to be responsible for the provision of domestic and overseas audit services in accordance with the China Accounting Standards for Business Enterprises. The audit and review fees of the Company for 2025 amounted to RMB1,670,000 (including interim review fees of RMB250,000, financial report audit fees of RMB1,070,000, and internal control audit fees of RMB350,000), which is consistent with the fees for 2024. If the audit fees increase due to the new audit contents, it is proposed to the AGM to authorize the Board to determine the adjustment matters of the relevant audit fees.

The re-appointment of auditing firm for the year of 2025 is subject to the consideration and approval of the Shareholders at the AGM by way of an ordinary resolution.

LETTER FROM THE BOARD

III. PROFIT DISTRIBUTION PLAN FOR THE YEAR OF 2024 AND INTERIM PROFIT DISTRIBUTION AUTHORIZATION FOR THE YEAR OF 2025

(I) Profit Distribution Plan for the Year of 2024

As audited by ShineWing, as of 31 December 2024, the parent company’s distributable profit was RMB641,196,938.16 and the consolidated distributable profit was RMB358,503,723.78. The profit distribution plan is as follows:

The Company proposes to distribute a cash dividend of RMB0.17 (tax inclusive) for every 10 Shares to all Shareholders (including A Shareholders and H Shareholders). As of 31 December 2024, the total share capital of the Company was 4,642,884,700 shares, based on which a total cash dividend of RMB78,929,039.90 (tax inclusive) is proposed to be distributed, plus the distributed cash dividend of RMB27,857,308.20 (tax inclusive) in the first half of the year, the total proposed distribution of cash dividends for the year 2024 amounted to RMB106,786,348.10 (tax inclusive), representing 43.44% of the net profit attributable to owners of the parent company in 2024 and 51.12% of the consolidated distributable profits in 2024.
In the event of a change in the total share capital of the Company after the date of the Board meeting approving the profit distribution plan for the year of 2024 and before the record date for payment of the cash dividend, the total distribution amount will be kept unchanged and the rate will be adjusted accordingly.
No capital reserves will be converted into share capital and no bonus shares will be distributed by the Company.

(II) Interim Profit Distribution Authorization for the Year of 2025

On the premise of complying with the relevant laws and regulations, and the Articles of Association, the Company will distribute cash dividends based on the Company’s profitability, with the amount of dividends not exceeding the net profit attributable to shareholders of the parent company during the corresponding period in 2025.

It is proposed to the general meeting to authorize the Board of the Company to formulate a specific interim profit distribution plan for 2025 in accordance with the resolution of the general meeting, and subject to the conditions of profit distribution.

LETTER FROM THE BOARD

The profit distribution plan for the year of 2024 and interim profit distribution authorization for the year of 2025 are subject to the consideration and approval of the Shareholders at the AGM by way of an ordinary resolution. After the profit distribution plan of the Company for the year of 2024 is considered and approved by the AGM, the Company will complete the profit distribution by 29 August 2025.

IV. EVALUATIONS AND REMUNERATION OF THE DIRECTORS FOR THE YEAR OF 2024

According to the provisions of the Company Law, the Governance Standards for Securities Companies («證券公司治理準則»), the Governance Standards for Listed Companies («上市公司治理準則») and the Articles of Association, the evaluations and remuneration of the Directors of the Company for the year of 2024 are set out below:

(I) Basic Information of the Board

The Company actively promoted the improvement of corporate governance structure and ensured the orderly development of the work of the Board. As of 31 December 2024, there are 8 members of the Board, namely Mr. LU Zhili as chairman of the Board, Mr. LI Xingjia, Ms. ZHANG Qiuyun, Mr. TANG Jin and Mr. TIAN Shengchun as shareholder representative Directors, Mr. CHEN Zhiyong, Mr. TSANG Sung and Mr. HE Jun as independent Directors.

(II) Performance by and Evaluation of Directors

In 2024, the Company convened 3 general meetings, 10 Board meetings, 5 meetings of the Development and Strategy Committee of the Board, 1 meeting of the Risk Control Committee of the Board, 9 meetings of the Audit Committee of the Board and 7 meetings of the Remuneration and Nomination Committee of the Board. All the Directors of the Board, attended Board meetings and meetings of special committees in accordance with requirements, carefully considered the proposals, and offered advice and suggestions in professional manners regarding the reform and renovation, significant matters, related party transactions, internal control, compliance management, risk control, system establishment and social responsibilities, etc. of the Company, which ensured that the decision-making of the Board was compliant, scientific and standardized, guaranteed the truthfulness, accuracy and completeness of the information disclosed by the Company and duly protected the interests of Shareholders of the Company. In 2024, all the Directors of the Board of the Company lawfully, faithfully and diligently performed their statutory obligations, and none of them had committed any irregularity. The annual assessment results of the Directors of the Company for the year of 2024 were all "competent".

LETTER FROM THE BOARD

(III) Remuneration of Directors

The remuneration of the Directors of the Company comprises allowances and other remunerations. The remuneration of the internal Directors of the Company is determined based on their specific positions in the Company with reference to the relevant remuneration and evaluation system of the Company. The allowances of the external Directors of the Company are paid on a monthly basis, and the external Directors are not entitled to remunerations other than the allowances from the Company. For details of payment of remunerations to the Directors by the Company in 2024, please refer to the 2024 Annual Report of Central China Securities Co., Ltd. disclosed by the Company on the websites of the Shanghai Stock Exchange and the Hong Kong Stock Exchange and the relevant announcements disclosed by the Company.

The evaluations and remuneration of the Directors for the year of 2024 is subject to the consideration and approval of the Shareholders at the AGM by way of an ordinary resolution.

V. EVALUATIONS AND REMUNERATION OF THE SUPERVISORS FOR THE YEAR OF 2024

According to the relevant provisions of the Company Law, the Governance Standards for Securities Companies (《證券公司治理準則》), the Governance Standards for Listed Companies (《上市公司治理準則》) and the Articles of Association, the evaluations and remuneration of the Supervisors of the Company for the year of 2024 are set out below:

(I) Basic Information of the Supervisory Committee

The Company actively promoted the improvement in the corporate governance structure and ensured the orderly work of the Supervisory Committee. During the reporting period, the Seventh Supervisory Committee of the Company elected a new Chairman of the Supervisory Committee, and the appointment procedures of the chairman of the Supervisory Committee were in compliance with laws and regulations. As of 31 December 2024, the Supervisory Committee consists of nine members, namely Ms. Zhu Junhong as chairman of the Supervisory Committee, Mr. Wei Zhihao, Mr. Li Zhifeng and Mr. Zhang Bo as shareholder representative Supervisors, Ms. Xiang Siying and Mr. Xia Xiaoning as independent Supervisors, Mr. Ba Guanhua, Ms. Xu Changyu and Ms. Xiao Yichen as employee representative Supervisors.

(II) Performance by and Evaluation of Supervisors

In 2024, the Supervisory Committee of the Company held 9 meetings, and the Supervisors attended 3 general meetings and presented at 10 Board meetings. The Supervisors carefully considered the proposals, supervised the legitimate operation, the significant decision-making, the

LETTER FROM THE BOARD

significant operation, the financial position and the lawfulness and compliance of performance of the Directors and senior management of the Company, supervised the convening, voting procedures and voting results of the general meetings and the Board meetings, proactively protected the lawful interests of the Company and its Shareholders, and facilitated the lawful operation and standardized management of the Company. The Supervisors were diligent and responsible in the performance of their duties and responsibilities without the conduct prohibited by the Articles of Association. The annual assessment results of the Supervisors of the Company for the year of 2024 were all "competent".

(III) Payment of Remuneration of Supervisors in 2024

The remuneration of the Supervisors of the Company comprises allowances and other remunerations. The remuneration of the internal Supervisors of the Company is determined based on their specific positions in the Company according to the relevant remuneration and evaluation system of the Company. The allowances of the external Supervisors of the Company are paid on a monthly basis, and the external Supervisors are not entitled to remunerations other than the allowances from the Company. For details of payment of remunerations to the Supervisors by the Company in 2024, please refer to the 2024 Annual Report of Central China Securities Co., Ltd. disclosed by the Company on the websites of the Shanghai Stock Exchange and the Hong Kong Stock Exchange.

The evaluations and remuneration of the Supervisors for the year of 2024 is subject to the consideration and approval of the Shareholders at the AGM by way of an ordinary resolution.

VI. PROPOSED ABOLISHMENT OF THE SUPERVISORY COMMITTEE OF THE COMPANY

In accordance with the requirements of the Company Law and the Guidelines for Articles of Association of Listed Companies (2025 Revision) of the CSRC, and taking into account the actual situation of the Company, the Company will no longer establish the Supervisory Committee and Supervisors, and the powers and functions of the Supervisory Committee will be assumed by the Audit Committee of the Board, and the relevant systems of the Supervisory Committee, such as the Rules of Procedures of the Supervisory Committee of Central China Securities Co., Ltd., will be repealed accordingly.

The proposed abolishment of the Supervisory Committee of the Company is subject to the consideration and approval of the Shareholders at the AGM by way of an ordinary resolution.

LETTER FROM THE BOARD

VII. RESOLUTION ON THE GENERAL MANDATE FOR THE ISSUANCE OF DOMESTIC AND OVERSEAS DEBT FINANCING INSTRUMENTS

To supplement capital continuously, secure the capital of the companies and match their financial position with the corresponding industry position and business development, one of the important methods taken by securities companies is to finance their liabilities using various debt financing instruments. The Company proposed to implement a stable debt finance strategy by drawing on debt financing methods commonly used in the industry in accordance with various laws and regulations such as the Securities Law, the Company Law, the Regulations on Supervision and Management of Securities Companies and Measures for the Administration of Corporate Bond Issuance and Trading, and in consideration of the existing liabilities, leverage and future actual operation needs of the Company, thereby optimizing its capital structure and maximizing the interest of Shareholders.

Based on the above reasons, the Company proposed the resolution on the issuance of domestic and overseas and offshore debt financing instruments at the general meeting for approval. Subject to the compliance with the Administrative Measures for the Risk Control Indicators of Securities Companies (《證券公司風險控制指標管理辦法》) in the PRC and the internal prudential risk control indicators of the Company, the Company can issue, on a one-off or multiple issuances or multi-tranche issuances basis, either openly or privately, domestic sci-tech innovation bonds, green bonds, corporate bonds, short-term corporate bonds, short-term financing bonds, financial bonds, renewable corporate bonds, subordinated bonds (including perpetual subordinated bonds), subordinated debt, asset-backed securities (notes), income receipts and other domestic debt financing instruments to be issued by the Company as registered or approved or filed with the CSRC, Securities Association of China, stock exchanges and other relevant authorities in accordance with relevant regulations; and offshore debt financing instruments, on a one-off or multiple issuances or multi-tranche issuances basis, such as US dollar, Euro and other foreign currency denominated corporate bonds and offshore RMB denominated corporate bonds, medium term note program, foreign currency notes and commercial papers, and other debt financing instruments issued under the approval of regulatory authorities. The onshore and offshore debt financing instruments referred to in this resolution shall not contain any provision for conversion into shares.

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LETTER FROM THE BOARD

The issuance of onshore and offshore debt financing instruments includes:

Size: The total size of the aforesaid onshore and offshore debt financing instruments shall not exceed 300% of the net asset value in the latest financial statements (inclusive of 300%, the size of issuance is calculated based on the outstanding amount denominated in RMB upon issuance; in the case of an instrument denominated in a foreign currency, based on the central parity rate published by the People's Bank of China on the date of each issuance or each tranche issuance). Subject to relevant laws and regulations in respect of issuance limit, they can be issued on a one-off or multiple issuances or multi-tranches issuances basis.
Types: The specific types and priorities for repayment of the Company's onshore and offshore debt financing instruments shall be determined according to relevant regulations and the market condition at the time of issuance.
Terms: The term of the onshore and offshore debt financing instruments shall not exceed 10 years (inclusive), except for issuance of renewable bonds or perpetual subordinated bonds, either for a type with a single term or for a hybrid type with multiple terms.
Interest rate: The interest rate of the issuance and its calculation and payment methods thereof shall be determined according to the market condition at the time of issuance and relevant regulations.
Issue price: The issue price shall be determined according to the market condition at each issuance and relevant laws and regulations.
Security and other credit enhancement arrangements: Security and other credit enhancement arrangements shall be determined according to relevant laws and regulations.
Use of proceeds: After deducting relevant expenses for the issuance, all of the proceeds will be used to supplement the working capital of the Company, fulfill the operation needs and support the business expansion, or used for the adjustment on liability structure of the Company, the supplement of the liquidity of the Company and project investment and/or acquisition or construction of fixed assets according to laws.
Issuer(s): The Company or the domestic and overseas wholly-owned subsidiary(ies) of the Company will serve as the issuer(s).
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LETTER FROM THE BOARD

Method of issuance: They shall be under custody and issued according to the methods approved or filed by relevant authorities.
Targets of issuance and the placement arrangements to the Shareholders of the Company: The targets of issuance shall be investors who meet the conditions for subscription in accordance with relevant laws and regulations. Placement to the Shareholders of the Company can be conducted according to laws.
Safeguard measures for debt repayment: During the term of onshore and offshore debt financing instruments, the Company can increase the proportion of allocations of discretionary surplus reserve and general risk reserve. When there is an anticipated or actual failure to repay the principal and interests of the onshore and offshore debt financing instruments when they become due, at least the following measures shall be taken:

(1) not to distribute profit to the Shareholders;

(2) to suspend implementation of capital expenditure projects such as material external investments, acquisitions and mergers, etc.;

(3) to reduce or cease the payment of salary and bonus of the Directors and senior management of the Company;

(4) to forbid the job transfers of principal persons in charge.

Listing or quotation of debt financing instruments: Matters in respect of listing or quotation application shall be determined in accordance with the actual situation of the Company, market condition and relevant laws and regulations.
Validity period of the resolution: The validity period of the resolution shall be 36 months from the date of passing of the resolution at the general meeting.
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LETTER FROM THE BOARD

To facilitate the efficient issuance of onshore and offshore debt financing instruments, it is proposed at the general meeting to authorize the Board of the Company in relation to such matter and agree the Board of the Company in turn to authorize the chairman and the general manager of the Company to determine, on the principle to maximize the benefits of the Company, the specific size, proposal, time, method and other matters with respect to such issuance of the debt financing instruments of the Company in accordance with related laws and regulations, opinions and suggestions of regulatory authorities, capital requirement of the Company and the then prevailing market condition, and oversee the issuance and repayment status of the onshore and offshore debt financing instruments. Such authorization includes but is not limited to the following:

According to applicable laws, regulations and related requirements of regulatory authorities and resolutions of the Company's general meetings, to formulate and adjust specific proposals for the issuance of onshore and offshore debt financing instruments (including but not limited to the determination of the appropriate issuer; types, size, term, method to determine interest rate of the issuance; terms, targets and time of the issuance (such as one-off issue, issue in multiple occasions or issue in tranches and in multiple types, and the size and term of each issue, tranche and type) thereof); security arrangements, credit enhancement arrangements such as letters of guarantee and letters of support and credit rating arrangements; determination of specific financing accounts; specific use of proceeds; whether and how to set up terms of re-sale and redemption, option to raise the interest rate, resale option by investors; registration, listing and place of listing; principal repayment and interest payment, measures to lower repayment risks, measures to safeguard repayment and all other matters in relation to such issuance of the onshore and offshore debt financing instruments in accordance with condition of the Company and related debt markets;
To determine on the engagement of intermediaries, to execute, exercise, revise and conclude all agreements and documents in relation to the onshore and offshore debt financing instruments issuance (including but not limited to credit enhancement agreements such as sponsorship agreements, underwriting agreements, guarantee agreements and letters of support, bond indentures, engagement agreements of intermediaries, entrusted management agreements, settlement management agreements, registration and custody agreements, listing agreements and other legal documents) and to make relevant disclosure in accordance with relevant laws and regulations and listing rules of stock exchanges on which securities of the Company are listed (including but not limited to preliminary and final memorandum of the issuance of the debt financing instruments, and all announcements and circulars in relation to the issuance of onshore and offshore debt financing instruments of the Company);
13 -

LETTER FROM THE BOARD

To select and appoint the entrusted manager and settlement manager for the onshore and offshore debt financing instruments issuance, to execute any entrusted management agreements and settlement management agreements in relation thereto and to formulate procedures for meeting of the holders of such instruments, if applicable;
To conduct all reporting and listing matters in relation to such issuance of the onshore and offshore debt financing instruments of the Company, if applicable, including but not limited to preparation, modification and delivery of reporting materials of the onshore and offshore debt financing instruments issuance, listing, credit enhancement agreements such as guarantees and letters of support provided by the Company, the issuer and/or any third parties, and to execute related reporting documents and other legal documents in accordance with requirements of relevant regulatory authorities or industry self-discipline organizations;
To make corresponding adjustment to the onshore and offshore debt financing instruments issuance according to opinions of regulatory authorities, changes of policy and changes in market condition or to determine whether proceed with all or part of other work in relation to onshore and offshore debt financing instruments of the Company according to the actual situations, save for matters subject to the revote at the general meeting required under related laws and regulations and the Articles of Association;
To carry out or determine other matters related to the issuance, listing and other matters of the onshore and offshore debt financing instruments of the Company.

The authorization shall be valid within 36 months from the date of passing of such resolution at the general meeting. However, if the Board and/or its delegations have determined the issuance or part of the issuance of the onshore and offshore debt financing instruments of the Company during the validity period of such authorization and the Company has also obtained the registration, approval, permit, filing or recording (if applicable) thereof from regulatory authorities during the validity period of such authorization, the Company may complete such issuance or part of the issuance during the validity period confirmed by such registration, approval, permit, filing or recording, and, for the purposes of such issuance or part of the issuance related, the validity period of such authorization shall be extended to the date on which the issuance or part of the issuance completes.

The resolution on the general mandate for the issuance of onshore and offshore debt financing instruments of the Company is subject to the consideration and approval of the Shareholders at the AGM by way of a special resolution.

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LETTER FROM THE BOARD

VIII. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 9 June 2025 in relation to the proposed amendments to the Articles of Association.

The amended Company Law took effect and was implemented as of 1 July 2024. The CSRC issued the Guidelines for the Articles of Association of Listed Companies and the Rules for Shareholders' Meetings of Listed Companies in March 2025 in order to implement the relevant requirements of the new Company Law.

In consideration of the changes in the above-mentioned laws, regulations and supervisory rules and the reality of the Company, the Company proposes to amend the main text of the Articles of Association and the Rules of Procedures for General Meetings and the Rules of Procedures for the Board Meetings annexed thereto and abolish the Rules of Procedures for the Supervisory Committee in order to further improve the corporate governance.

The amendments principally involve:

replacing all instances of “general meeting” to “shareholders’ meeting” in accordance with the provisions of the new Company Law;
abolishing the Supervisory Committee and delegating the powers and functions of the Supervisory Committee as stipulated in the Company Law to the Audit Committee, and thereby amending the relevant provisions of the main text of the Articles of Association and abolishing the Rules of Procedure for the Supervisory Committee;
Adjusting the contents of the Articles of Association and the rules of procedures annexed thereto in accordance with the Guidelines on the Articles of Association of Listed Companies, the Rules for Shareholders' Meetings of Listed Companies and other regulatory rules recently amended by the CSRC.

Please refer to Appendix I to this circular for details of the Proposed Amendments to the Articles of Association (including proposed amendments to the annexes to the Articles of Association, namely the Rules of Procedures for the Shareholders' Meetings and the Rules of Procedures for the Board of Directors).

The English version of the Articles of Association is an unofficial translation of the Chinese version. In the event of any inconsistency, the Chinese version shall prevail.

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LETTER FROM THE BOARD

The proposed amendments to the Articles of Association are subject to the consideration and approval by the Shareholders at the AGM by way of a special resolution. The Board also requests the general meeting to authorize the Board and further delegate the Company's management to handle the relevant industrial and commercial change registration, and file the changes with the Henan Supervisory Bureau of China Securities Regulatory Commission.

IX. DETERMINING BUSINESS SCALE AND AFFORDABLE RISK LIMITS OF SECURITIES PROPRIETARY TRADING FOR THE YEAR OF 2025

According to the Provisions on the Calculation Basis for Risk Control Indicators of Securities Companies (《證券公司風險控制指標計算標準規定》), the aggregate amount of proprietary equity securities and securities derivatives shall not exceed 100% of the net capital of a securities company, and the aggregate amount of proprietary non-equity securities and securities derivatives shall not exceed 500% of the net capital of a securities company and the warning level is 80% of the stipulated requirement. Considering the assets, liabilities, gains or losses and capital sufficiency and other conditions of the Company, it is proposed that the business scale and affordable risk limits of the securities proprietary trading of the Company for the year of 2025 are as follows:

I. The investment scale of the proprietary equity securities and its securities derivatives for 2025 shall not exceed 20% of the net capital (in real time). The total investment loss shall not exceed 15% of the total self-owned capital investments.

The investment scale of the proprietary equity securities and its securities derivatives is measured with reference to the regulatory standards. If there are any changes in the regulatory standards in a given year, the above shall be adjusted to comply with the latest regulatory standards.

II. The investment scale of the proprietary non-equity securities and its securities derivatives for 2025 shall not exceed 380% of the net capital (in real time). The total investment loss shall not exceed 5% of the total self-owned capital investments.

The investment scale of the proprietary equity securities and securities derivatives is measured with reference to the regulatory standards. If there are any changes in the regulatory standards in a given year, the above shall be adjusted to comply with the latest regulatory standards.

16 -

LETTER FROM THE BOARD

The management of the Company is authorized to determine the specific scale of funds and affordable risk limits to the extent of authorized limits according to market conditions when the relevant conditions of the CSRC for proprietary trading management and risk control are met.

The resolution on determining business scale and affordable risk limits of securities proprietary trading for the year of 2025 is subject to the consideration and approval of the Shareholders at the AGM by way of an ordinary resolution.

X. REMUNERATION OF MR. LU ZHILI FOR 2023

Mr. Lu Zhili successively served as the Chairman of the Supervisory Committee and the Chairman the Board of the Company in 2023. In accordance with the Regulations on the Remuneration Management of Responsible Persons in Financial Enterprises Managed by Henan Province (Trial) (YCJ [2022] No. 41) (《河南省省管金融企業負責人薪酬管理辦法(試行)》(豫財金 [2022]41號)) and the Circular on Organizing the 2023 Annual Remuneration Determination and Payment for Responsible Persons in Henan Provincial Financial Enterprises (《關於組織開展省屬金融企業負責人2023年度薪酬核定及兌付工作的通知》) and the Circular on the 2023 Annual Remuneration Settlement, Disclosure, and Filing for Responsible Persons in Enterprises (《關於做好企業負責人2023年度薪酬清算、披露和備案工作的通知》) issued by the Department of Finance of Henan Province, Mr. Lu Zhili's 2023 annual remuneration amounted to RMB678,900. The Company will withhold and pay the corresponding individual income tax in accordance with the regulations.

The resolution on the remuneration of Mr. Lu Zhili for 2023 is subject to the consideration and approval of the Shareholders at the AGM by way of an ordinary resolution.

XI. REMUNERATION OF MR. JIAN MINGJUN FOR 2023

Mr. Jian Mingjun served as the Chairman of the Board of the Company from 1 January 2023 to 12 July 2023. In accordance with the Regulations on the Remuneration Management of Responsible Persons in Financial Enterprises Managed by Henan Province (Trial) (YCJ [2022] No. 41) (《河南省省管金融企業負責人薪酬管理辦法(試行)》(豫財金[2022]41號)) and the Circular on Organizing the 2023 Annual Remuneration Determination and Payment for Responsible Persons in Henan Provincial Financial Enterprises (《關於組織開展省屬金融企業負責人2023年度薪酬核定及兌付工作的通知》) and the Circular on the 2023 Annual Remuneration Settlement, Disclosure, and Filing for Responsible Persons in Enterprises (《關於做好企業負責人2023年度薪酬清算、披露和備案工作的通知》) issued by the Department of Finance of Henan Province, Mr. Jian Mingjun's 2023 annual remuneration amounted to RMB382,400. The Company will withhold and pay the corresponding individual income tax in accordance with the regulations.

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LETTER FROM THE BOARD

The resolution on the remuneration of Mr. Jian Mingjun for 2023 is subject to the consideration and approval of the Shareholders at the AGM by way of an ordinary resolution.

XII. PROPOSED FORMULATION OF THE DIRECTOR EVALUATION AND REMUNERATION MANAGEMENT SYSTEM

To implement the laws and regulations such as the Securities Law, the Governance Standards for Securities Companies and the Supervisory and Administrative Measures for Directors, Supervisors, Senior Managers and Practitioners of Securities and Fund Management Institutions (《證券基金經營機構董事、監事、高級管理人員及從業人員監督管理辦法》), as well as to meet regulatory requirements, improve its governance system and refine the director evaluation and remuneration management systems, the Company has formulated the Director Evaluation and Remuneration Management Systems of Central China Securities Co., Ltd. (the “Director Evaluation and Remuneration Management System”) based on its actual situation. For details of the proposed formulation of the Director Evaluation and Remuneration Management System, please refer to Appendix II of this circular.

The English version of the Director Evaluation and Remuneration Management System is an unofficial translation of the Chinese version. In the event of any inconsistency, the Chinese version shall prevail.

The proposed formulation of the Director Evaluation and Remuneration Management System shall be subject to the consideration and approval by the Shareholders at the AGM by way of an ordinary resolution.

XIII. PROPOSED APPOINTMENT OF DIRECTORS

Reference is made to the announcement of the Company dated 9 June 2025.

The Company held the 35th meeting of the seventh session of the Board on 9 June 2025, and nominated Mr. LI Wenqiang and Mr. FENG Ruofan as Directors of the seventh session of the Board of the Company. After being elected as Directors, they will also serve as members of the Development Strategy Committee of the Board. The term of office is from the date of approval by shareholders at the AGM to the date of re-election of the seventh session of the Board. The proposed appointments of Mr. LI Wenqiang and Mr. FENG Ruofan as Directors are subject to the consideration and approval at the AGM by way of ordinary resolutions.

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LETTER FROM THE BOARD

The biographical details of Mr. LI Wenqiang are set out below:

Mr. LI Wenqiang, born in September 1984, Chinese nationality, is an economics doctor from Shanghai Jiaotong University. He is currently the Director of the Development and Planning Department of Henan Investment Group Co., Ltd. and the General Manager of Henan Zhongyuan Financial Holdings Co., Ltd. He served as an investment consultant in the Zhengzhou branch of the Private Banking Department of the head office of the Industrial and Commercial Bank of China (ICBC), Head of Investment Consultancy in the Private Banking Department of ICBC Henan Branch, Director of Innovative Business in the B2B Division of Lufax, a subsidiary of Ping An Insurance Group, a member of the President's Office, Director of Products and General Manager of the Institutional Business Division of Tianan Internet Financial Assets Trading Center, and the Deputy General Manager of the Product Research and Development Division of the Private Banking Department of the head office of the Agricultural Bank of China (ABC). Since June 2019, he has served as the Deputy Director and the Director of the Development and Planning Department of Henan Investment Group Co., Ltd. and the General Manager of Henan Zhongyuan Financial Holdings Co., Ltd.

Save as disclosed above, as at the date of the Latest Practicable Date, Mr. LI Wenqiang confirmed that (i) he has not held any position of the Company or its subsidiaries nor any directorship in other listed company for the past three years; (ii) he does not have any relationship with any directors, supervisors, senior management, substantial shareholder or controlling shareholder of the Company; and (iii) he does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed above, there is no information in relation to the proposed appointment of Mr. LI Wenqiang as a Director which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of Hong Kong Listing Rules, and there is no other matter in relation to his appointment that needs to be brought to the attention of the Shareholders.

The biographical details of Mr. FENG Ruofan are set out below:

Mr. FENG Ruofan, born in September 1983, holds a master's degree in global communications from the Chinese University of Hong Kong and is a senior economist. He now serves as the Director of the Financial Management Department of Henan Investment Group, non-executive director of Zhongyuan Bank. He served as the Business Supervisor and Business Manager of the Asset Management Department VIII, Business Manager of the Asset Management Department II, Business Manager, Senior Business Manager and Deputy Director of the Financial Management Department of Henan Investment Group Co., Ltd. He has also been the Deputy

LETTER FROM THE BOARD

General Manager of Henan Zhongyuan Financial Holdings Co., Ltd. from September 2022 to April 2025. He has also been an executive Director of Zhongfu Digital Technology Co., Ltd. since April 2023 and the chairman of Henan Zhongyuan Financial Holdings Co., Ltd. since May 2025.

Save as disclosed above, as at the date of the Latest Practicable Date, Mr. FENG Ruofan confirmed that (i) he has not held any position of the Company or its subsidiaries nor any directorship in other listed company for the past three years; (ii) he does not have any relationship with any directors, supervisors, senior management, substantial shareholder or controlling shareholder of the Company; and (iii) he does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed above, there is no information in relation to the proposed appointment of Mr. FENG Ruofan as a Director which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of Hong Kong Listing Rules, and there is no other matter in relation to his appointment that needs to be brought to the attention of the Shareholders.

If the proposed appointments of Mr. LI Wenqiang and Mr. FENG Ruofan as Directors are approved at the AGM, the Company will enter into service contracts with Mr. LI Wenqiang and Mr. FENG Ruofan. According to the relevant regulations and based on their personal wishes, Mr. LI Wenqiang and Mr. FENG Ruofan waive their director's allowance of RMB150,000 each per annum since their appointment, and they will not receive any other remuneration from the Company.

XIV. AGM

The AGM of the Company will be held at 9:00 a.m. on Monday, 30 June 2025 at Conference Room, 17th Floor, Zhongyuan Guangfa Finance Building, No. 10 Shangwu Waihuan Road, Zhengzhou, Henan Province, the PRC.

No Shareholder is required to abstain from voting on the resolutions submitted for approval at the AGM.

The proxy form for the AGM has been published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and the website of the Company (www.ccnew.com). To be valid, for holders of H Shares, the proxy form and notarized power of attorney or other documents of authorization must be delivered to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the AGM. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so desire.

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LETTER FROM THE BOARD

XV. VOTING

According to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Therefore, the resolutions as set out in the notice of the AGM will be taken by way of a poll under the Articles of Association.

During the poll, every Shareholder present in person or by proxy (or in case of corporation, its duly authorized representative) at the AGM shall have one vote for each Share registered in his/her name in the register of members. A Shareholder entitled to more than one vote needs not use all his/her votes or cast all the votes he/she uses in the same manner.

XVI. RECOMMENDATION

The Board considered that all resolutions to be proposed at the AGM are in the interests of the Company and its Shareholders as a whole. Therefore, the Board recommends the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

XVII. RESPONSIBILITY STATEMENT

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

XVIII. GENERAL INFORMATION

Your attention is drawn to the information set out in the appendices to this circular.

Yours faithfully,

By order of the Board

Central China Securities Co., Ltd.

ZHANG Qiuyun

Chairlady

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of Amendments to the Articles of Association

No.	Before amendments	After amendments
1	Article 1 These Articles of Association are formulated in accordance with the Company Law of the People's Republic of China (the “PRC”) (the “Company Law”), the Securities Law of the PRC (the “Securities Law”), Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”), the Guidelines for the Articles of Association of Listed Companies of the CSRC and other relevant provisions, to safeguard the legal interests of Central China Securities Co., Ltd. (the “Company”), its shareholders and creditors thereof, and to regulate the organization and conduct of the Company.	Article 1 These Articles of Association are formulated in accordance with the Company Law of the People's Republic of China (the “PRC”) (the “Company Law”), the Securities Law of the PRC (the “Securities Law”), Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”), the Guidelines for the Articles of Association of Listed Companies of the CSRC and other relevant provisions, to safeguard the legal interests of Central China Securities Co., Ltd. (the “Company”), its shareholders, employees and creditors thereof, and to regulate the organization and conduct of the Company.
2	Article 6 The chairman (the “Chairman”) of the board of Directors of the Company (the “Board”) shall be the legal representative of the Company.	Article 5 The chairman (the “Chairman”) of the board of Directors of the Company (the “Board”) shall be the legal representative of the Company.
Where the Chairman resigns, he/she shall be deemed to have resigned from the position of the legal representative at the same time.
Where the legal representative resigns, the Company shall appoint a new legal representative within 30 days after the date of his/her resignation.

The Company shall bear the legal consequences arising from the civil activities conducted by the legal representative in the name of the Company. Any restrictions on the functions and powers of the legal representative imposed by these Articles of Association or the shareholders’ meeting shall not be asserted against a bona fide third party.

Where the legal representative of the Company causes damage to others while performing his/her duties, the Company shall assume the civil liability. After assuming the civil liability, the Company may, in accordance with the provisions of law or these Articles of Association, claim indemnification against the legal representative who is at fault. |

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
3	Article 7 All of the assets of the Company shall be divided into shares of equal value. The shareholders shall be liable to the extent of the shares subscribed and the Company shall be liable for its debts to the extent of all of its available assets.	Article 6 The shareholders shall be liable to the extent of the shares subscribed and the Company shall be liable for its debts to the extent of all of its available property.
4	Article 12 As of the effective date, these Articles of Association shall be legally binding documents to regulate the organization and conduct of the Company, and govern the rights and obligations between the Company and the shareholders and the shareholders themselves. These Articles of Association constitute a legally binding document governing on the Company, its shareholders, Directors and senior management, who may claim for the rights in relation to the matters of the Company in pursuance to the Articles of Association. Pursuant to the Articles of Association, the shareholders may take action against any other shareholder(s), as well as any Director(s), general manager and other senior management and the Company; the Company may take action against its shareholders, Directors and senior management.	Article 11 As of the effective date, these Articles of Association shall be legally binding documents to regulate the organization and conduct of the Company, and govern the rights and obligations between the Company and the shareholders and the shareholders themselves. These Articles of Association constitute a legally binding document governing on the Company, its shareholders, Directors and senior management, who may claim for the rights in relation to the matters of the Company in pursuance to the Articles of Association. Pursuant to the Articles of Association, the shareholders may take action against any other shareholder(s), as well as any Director(s) and senior management and the Company; the Company may take action against its shareholders, Directors and senior management.
5	Article 14 The senior management referred to in these Articles of Association include the general manager, deputy general manager, chief financial officer, chief compliance officer, secretary to the Board, members of the Executive Committee and such other senior management as identified by regulators or other individuals as acknowledged by any Board resolution of the Company to hold important positions.	Article 13 The senior management referred to in these Articles of Association include the general manager, deputy general manager, chief compliance officer, chief risk officer, chief financial officer, secretary to the Board, chief information officer, members of the Executive Committee and such other senior management as identified by regulators or other individuals as acknowledged by any Board resolution of the Company to hold important positions.
6	Article 20 The stock of the Company shall take the form of shares. All shares issued by the Company shall have par values, with each share having a par value of RMB1. Share certificate shall be in paper form or in other forms prescribed by the securities regulatory authorities under the State Council.	Article 20 The stock of the Company shall take the form of shares. All shares issued by the Company are par value shares, with each share having a par value of RMB1. Share certificate shall be in paper form or in other forms prescribed by the securities regulatory authorities under the State Council.

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
7	Article 21 The Company shall have ordinary shares at all times; with the approval of the approving department authorized by the State Council, the Company may have other forms of shares when needed.	Delete
8	Article 24 Domestic shares of the Company shall be centrally deposited at China Securities Depository and Clearing Corporation Limited.	Article 23 Domestic shares of the Company shall be centrally deposited at China Securities Depository and Clearing Corporation Limited.
H-shares issued by the Company are principally deposited at Hong Kong Securities Clearing Company Limited (HKSCC), but can also be held by shareholders under their individual names.
9	Article 26 Upon incorporation, the registered share capital was 1,033,790,000 ordinary shares in RMB to all the promoters, accounting for 100% of the total ordinary shares issued by the Company. The names, the number of shares subscribed for, method of the capital contribution and shareholding of each promoter are as follows: ……	Article 25 Upon incorporation, the registered share capital was 1,033,790,000 ordinary shares in RMB to all the promoters, all of which are par value shares, with each share having a par value of RMB1, accounting for 100% of the total ordinary shares issued by the Company. The names, the number of shares subscribed for, method of the capital contribution and shareholding of each promoter are as follows: ……
10	Article 31 The shares of the Company held by the promoters shall not be transferred within one year after incorporation the Company.
Shares already issued by the Company before public offering shall not be transferred within one year after the shares of the Company are listed on the stock exchange.
The Company’s Directors, supervisors and senior management shall report to the Company about their shareholdings and changes thereof and shall not transfer more than 25.0% of their shares per annum during their terms of office; the shares they hold in the Company shall not be transferred within one year after the shares of the Company are listed. The aforesaid persons shall not transfer their shares in the Company within half a year after they terminate service with the Company.	Article 30 Shares already issued by the Company before public offering shall not be transferred within one year after the shares of the Company are listed on the stock exchange.
The Company’s Directors and senior management shall report to the Company about their shareholdings and changes thereof and shall not transfer more than 25.0% of their shares of the same class per annum during their terms of office established at the time of appointment; the shares they hold in the Company shall not be transferred within one year after the shares of the Company are listed. The aforesaid persons shall not transfer their shares in the Company within half a year after they terminate service with the Company.

– 24 –

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
11	Article 35 The Company or its subsidiaries shall not at any time or in any form provide any financial assistance to purchasers or potential purchasers of the Company's shares. The aforesaid purchasers include persons directly or indirectly undertaking obligations because of the purchase of the Company's shares.

The Company or its subsidiaries shall not at any time or in any form provide any financial assistance to the aforesaid obligors for the purpose of reducing or discharging their obligations.

This article regulation is not applicable to circumstances mentioned in Article 37 of these Articles of Association. | Article 34 Neither the Company nor its subsidiaries (including affiliated entities) shall provide financial aids for others to obtain the shares of the Company or its parent company, except in connection with the implementation of an employee share ownership plan by the Company.

The preceding paragraph is not applicable to circumstances mentioned in Article 36 of these Articles of Association.

For the benefits of the Company, the Company may, upon a resolution by the shareholders' meeting or by the Board under the Articles of Association or the authorization of the shareholders' meeting, provide financial aids for others to obtain the shares of the Company or its parent company, provided that the total accumulative amount of the financial aids shall not exceed 10% of the total issued share capital. A resolution by the Board shall be adopted by over two-thirds of all the directors. |
| 12 | Article 38 The Company shall not accept any pledge of its shares. | Article 37 The Company shall not accept the shares of its own as the subject matter of pledge. |
| 13 | Article 45 According to the Articles of Association, the Company may increase or decrease the registered capital upon approval by special resolutions at a general meeting and the securities regulatory authority of the State. | Article 44 According to the Articles of Association, the Company may increase or decrease the registered capital upon approval by special resolutions at the shareholders' meeting and the securities regulatory authority of the State. Where the Company reduces its registered capital, it shall reduce the number of shares in proportion to the shares held by the shareholders, unless it is otherwise prescribed by any law and administrative regulation or is approved upon consideration by the shareholders' meeting. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
14	Article 46 The Company may increase capital in following ways:
(I) offer of new shares to non-specified investors;
(II) private placement offerings;
(III) right issue of new shares to existing shareholders;
(IV) bonus issue of new shares to existing shareholders;
(V) capitalization of surplus reserve;
(VI) by other means permitted by laws, administrative regulations or approved by the regulatory authorities.
Issue of new shares to increase the capital by the Company shall be subject to approval as specified in the Articles of Association and follow the procedures specified by the relevant State laws and administrative regulations.	Article 45 The Company may increase capital in following ways:
(I) issuance of shares to unspecified investors;
(II) issuance of shares to specified investors;
(III) distribution of bonus shares to existing shareholders;
(IV) capitalization of surplus reserve;
(V) by other means permitted by laws, administrative regulations or approved by the regulatory authorities.
Issue of new shares to increase the capital by the Company shall be subject to approval as specified in the Articles of Association and follow the procedures specified by the relevant State laws and administrative regulations.
15	Article 47 The Company shall prepare a balance sheet and a list of property inventory when decreasing its registered capital.
The Company shall notify all its creditors within 10 days following the resolution approving to decrease the registered capital and shall make announcements in newspapers within 30 days. The creditors shall be entitled to require the Company to repay debts or provide guarantees in favor of such creditors within 30 days after the receipt of the notice, or within 45 days after the announcement for creditors if the creditors haven’t received the notice.	Article 46 The Company shall prepare a balance sheet and a list of property inventory when decreasing its registered capital.
The Company shall notify all its creditors within 10 days following the resolution approving to decrease the registered capital and shall make announcements in newspapers or on the National Enterprise Credit Information Publicity System within 30 days. The creditors shall be entitled to require the Company to repay debts or provide guarantees in favor of such creditors within 30 days after the receipt of the notice, or within 45 days after the announcement for creditors if the creditors haven’t received the notice.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
16	Article 50 The register of shareholders should be established by the Company to register the following information:
(I) names (titles), addresses (premises), occupations or nature of each shareholder;
(II) type and number of shares held by the shareholders;
(III) amount paid or payable for the shares held by the shareholders;
(IV) serial numbers of the shares certificates held by each shareholder;
(V) date on which each shareholder is registered as shareholder;
(VI) date on which each shareholder ceases to be a shareholder.

The shareholders’ register is a sufficient evidence of the shareholders’ shareholdings in the Company unless there is evidence to the contrary. | Article 49 The Company shall create and maintain a shareholders’ register in accordance with certificates provided by the securities registration organization, regularly view information on substantial shareholders and changes in their equity (including pledge of equity) and acquire timely knowledge of the equity structure of the Company, to register the following information:
(I) names (titles), addresses (premises), occupations or nature of each shareholder;
(II) type and number of shares held by the shareholders;
(III) amount paid or payable for the shares held by the shareholders;
(IV) serial numbers of the shares certificates held by each shareholder;
(V) date on which each shareholder is registered as shareholder;
(VI) date on which each shareholder ceases to be a shareholder.

The shareholders’ register is a sufficient evidence of the shareholders’ shareholdings in the Company. Shareholders shall exercise rights and assume obligations according to their class of shares, and shareholders holding the same class of shares shall have the same rights and assume the same obligations; unless there is evidence to the contrary. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
17	Article 55 When the Company convenes the general meeting, distributes the dividends, liquidates and conducts other acts which requires recognition of shareholdings, the Board or the convener of a general meeting should decide a date as the date of register of shares as of the end of which shareholders registered shall be entitled to the relevant benefits.	Article 54 When the Company convenes the shareholders’ meeting, distributes the dividends, liquidates and conducts other acts which requires recognition of shareholdings, the Board or the convener of the shareholders’ meeting shall determine the record date. Shareholders who appear on the shareholders’ register after market close on the record date are entitled to relevant rights and interests.
18	Article 61 The ordinary shareholders of the Company shall be entitled to the following rights:
(I) to receive dividends and other distributions in proportion to the shares they hold;
(II) to request, summon, hold, attend general meetings either in person or by proxy and exercise the right to speak and voting right (except where a shareholder is required by the listing rules of the place where the securities of the Company are listed to abstain from voting on specific matters) in accordance with laws;
(III) to supervise, raise suggestions or inquiries about the business operations of the Company;
(IV) to transfer their shares, present as gift or pledge their shares in accordance with laws, administrative regulations and the Articles of Association of the Company;
(V) to gain relevant information in accordance with the Articles of Association, including:
1. receiving a copy of the Articles of Association after payment of cost;
2. the right to access and copy the followings, subject to payment of reasonable fee:	Article 60 The ordinary shareholders of the Company shall be entitled to the following rights:
(I) to obtain dividends and other distributions in proportion to the shares they hold;
(II) to request for convening, summon, hold, attend shareholders’ meeting either in person or by proxy and exercise the right to speak and voting right (except where a shareholder is required by the listing rules of the place where the securities of the Company are listed to abstain from voting on specific matters) in accordance with laws;
(III) to supervise, raise suggestions or inquiries about the business operations of the Company;
(IV) to transfer their shares, present as gift or pledge their shares in accordance with laws, administrative regulations and these Articles of Association;
(V) to consult and copy the Articles of Association, shareholders’ register, minutes of shareholders’ meeting, resolutions of the Board meetings, as well as financial and accounting reports of the Company. Eligible shareholders may consult the accounting books and accounting vouchers of the Company;

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
	(1) the entire register of shareholders made of all parts;

(2) personal data of Directors, supervisors, the general manager and other senior management of the Company, including: ① current and previous names and aliases; ② main address (premise); ③ nationality; ④ full-time and all other con-current position and duties; and ⑤ identification documents and their numbers.

(3) share capital of the Company;

(4) report of the total par value, quantity, the highest and lowest price of each class of shares bought back by the Company from the last financial year, and the total amount paid by the Company for this purpose;

(5) counterfoils of corporate bonds;

(6) minutes of general meetings;

(7) resolutions of the Board meetings;

(8) resolutions of meetings of the Supervisory committee;

(9) financial and accounting reports; | |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
	(VI) to participate in the distribution of the remaining properties of the Company as per their shares in the event of the termination or liquidation of the Company;

(VII) to require the Company to buy their shares in the event of objection to resolutions of a general-meeting concerning merger or division of the Company;

(VIII) to enjoy other rights stipulated by laws, administrative regulations, department rules and Articles of Association.

Article 62 Where any shareholder proposes to inspect relevant information described in the preceding article or requests any materials, such shareholder shall provide the Company with written documents evidencing shares held, and the Company shall provide such relevant information or such materials upon request after verifying his shareholder status. | (VI) to participate in the distribution of the remaining properties of the Company as per their shares in the event of the termination or liquidation of the Company;

(VII) to require the Company to buy their shares in the event of objection to resolutions of the shareholders’ meeting concerning merger or division of the Company;

(VIII) other rights stipulated by laws, administrative regulations, regulative rules, or these Articles of Association.

Article 61 Where any shareholder proposes to inspect relevant information described in the preceding article or requests any materials, such shareholder shall provide the Company with written documents evidencing shares held, and the Company shall provide such relevant information or such materials upon request after verifying his shareholder status.

Where a shareholder requests to consult or copy the relevant materials of the Company, he/she shall comply with the provisions of the Company Law, the Securities Law, and other applicable laws and administrative regulations. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
19	Article 63 If any resolution of a general meeting or the Board is in violation of laws and administrative regulations, the shareholders shall be entitled to request the People’s Court to invalidate the said resolution (the dispute-settlement rules of the Articles of Association shall apply to holders of foreign shares).

If the convening procedure and voting method of a general meeting or the Board meeting is in violation of the laws, administrative regulations or Articles of Association, or if the content of any resolution is in violation of the Articles of Association, shareholders shall be entitled to request the People’s Court for revocation within 60 days after the resolution being passed (the dispute-settlement rules of the Articles of Association shall apply to holders of foreign shares). | Article 62 If any resolution of the shareholders’ meeting or the Board is in violation of laws and administrative regulations, the shareholders shall be entitled to request the People’s Court to invalidate the said resolution (the dispute-settlement rules of the Articles of Association shall apply to holders of foreign shares).

If the convening procedure and voting method of the shareholders’ meeting or the Board meeting is in violation of the laws, administrative regulations or Articles of Association, or if the content of any resolution is in violation of the Articles of Association, shareholders shall be entitled to request the People’s Court for revocation within 60 days after the resolution being passed (the dispute-settlement rules of the Articles of Association shall apply to holders of foreign shares), except where the convening procedure and voting method of the shareholders’ meeting or the Board meeting only has some minor defects, which produces no substantial effect on the resolution.

Where the Board, shareholders and other relevant parties have disputes over the validity of the resolutions of the shareholders’ meeting, they shall institute an action with the People’s Court in a timely manner. Before the People’s Court renders a judgment or ruling such as cancellation resolution, the relevant party shall implement the resolution of the shareholders’ meeting. The Company, its Directors and senior management shall diligently perform their duties to ensure the normal operation of the Company. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
		Where the People’s Court renders a judgment or ruling on relevant matters, the Company shall fulfill the obligation of information disclosure in accordance with laws, administrative regulations, and the rules of the CSRC and the stock exchange, fully explain the impact, and actively cooperate with the execution after the judgment or ruling takes effect. Where the correction of previous matters is involved, the corresponding information disclosure obligations shall be handled and fulfilled in a timely manner.

Under any of the following circumstances, a resolution of the shareholders’ meeting or the Board shall not be formed:

(I) A resolution is adopted without holding a shareholders’ meeting or a Board meeting;

(II) The matters to be resolved are not voted on at a shareholders’ meeting or a Board meeting;

(III) The number of persons present at a meeting or the number of voting rights held by them is less than the number of persons or the number of voting rights held as prescribed in the Company Law or these Articles of Association;

(IV) The number of persons voting for the matters to be resolved or the number of voting rights held by them is less than the number of persons or the number of voting rights held as prescribed in the Company Law or these Articles of Association. |

32 -

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
20	Article 64 If any Director or senior management violates laws, administrative regulations or Articles of Association in fulfilling their duties, thereby incurring any loss to the Company, the shareholder(s) severally or jointly holding 1.0% or more shares of the Company for no less than 180 days continuously shall be entitled to request in writing the supervisory committee to institute legal actions to the People’s Court; if the supervisory committee violates laws, administrative regulations or Articles of Association in fulfilling its duties, thereby incurring any loss to the Company, the aforementioned shareholders shall be entitled to request the Board in writing to institute legal actions to the People’s Court (the dispute-settlement rules of the Articles of Association shall apply to holders of foreign shares).

If the supervisory committee or the Board refuses to institute legal actions after receipt of the aforesaid written request or does not institute legal actions within 30 days after receipt of the said request, or if the circumstance is urgent or any delay of legal proceedings may incur irrecoverable damage to the interests of the Company, shareholders as specified in the preceding paragraph shall be entitled to directly institute legal actions to the People’s Court in their own names for the interests of the Company (the dispute-settlement rules of the Articles of Association shall apply to holders of foreign shares).

If any other person infringes upon the legitimate rights and interests of the Company, thereby incurring any loss to the Company, shareholders as mentioned in the first paragraph of this article may initiate legal actions to the People’s Court according to the provisions of the two preceding paragraphs (the dispute-settlement rules of the Articles of Association shall apply to holders of foreign shares). | Article 63 If any Director or senior management who is not a member of the audit committee violates laws, administrative regulations or Articles of Association in fulfilling their duties, thereby incurring any loss to the Company, the shareholder(s) severally or jointly holding 1.0% or more shares of the Company for no less than 180 days continuously shall be entitled to request in writing the audit committee to institute legal actions to the People’s Court; if the audit committee violates laws, administrative regulations or Articles of Association in fulfilling its duties, thereby incurring any loss to the Company, the aforementioned shareholders shall be entitled to request the Board in writing to institute legal actions to the People’s Court (the dispute-settlement rules of the Articles of Association shall apply to holders of foreign shares).

If the audit committee or the Board refuses to institute legal actions after receipt of the aforesaid written request or does not institute legal actions within 30 days after receipt of the said request, or if the circumstance is urgent or any delay of legal proceedings may incur irrecoverable damage to the interests of the Company, shareholders as specified in the preceding paragraph shall be entitled to directly institute legal actions to the People’s Court in their own names for the interests of the Company (the dispute-settlement rules of the Articles of Association shall apply to holders of foreign shares).

33 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
		If a director or senior management personnel other than a member of the audit committee of a wholly-owned subsidiary of the Company violates laws, administrative regulations or Articles of Association in fulfilling their duties, thereby incurring any loss to the Company, or if the legitimate rights and interests of a wholly-owned subsidiary of the Company are impaired by any other person, thus causing any losses, the shareholders (s) severally or jointly holding 1% or more shares of the Company for no less than 180 days continuously may request the board of directors of the wholly-owned subsidiary in written form to initiate a lawsuit in the People’s Court or directly files a lawsuit with the People’s Court in their own name in accordance with the first three paragraphs of Article 189 of the Company Law.

34 -

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
21	Article 66 The Company’s ordinary shareholders shall have the following obligations:

(I) to abide by the laws, administrative regulations and the Articles of Association of the Company;

(II) to pay capital contribution as per the shares subscribed and the method of subscription;

(III) may not claim the share capital in respect of its shares, unless otherwise specified by the laws or administrative regulations;

(IV) not to abuse shareholder’s right to damage the interests of the Company or other shareholders; not to abuse the independent status of legal person and shareholder’s limited liability to damage the interests of the creditors of the Company;

Where any of the shareholders of the Company causes any loss to the Company or to other shareholders by abusing the shareholder’s rights, he/she shall be liable for compensation;

Where any of the shareholders of the Company evades the payment of its debts by abusing the independent status of legal person and the shareholder’s limited liabilities and therefor seriously injures the interests of any creditor of the Company, such shareholders shall be jointly and severally liable for the debts of the Company; …… | Article 65 The Company’s ordinary shareholders shall have the following obligations:

(I) to abide by the laws, administrative regulations and these Articles of Association;

(II) to pay for the shares subscribed and the method of subscription;

(III) may not withdraw their share capital in respect of its shares, unless otherwise specified by the laws or regulations;

Where any of the shareholders of the Company causes any loss to the Company or to other shareholders by abusing the shareholder’s rights, he/she shall be liable for compensation;

35 -

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
22	Article 71 The controlling shareholders and its beneficial owner of the Company shall not use the connected relations to damage the interests of the Company; otherwise, they shall make compensation for the loss incurred to the Company.

The controlling shareholders and its beneficial owner of the Company shall owe a fiduciary duty to the Company and the shareholders of the Company. The controlling shareholders shall strictly comply with laws and regulations while exercising their rights as shareholders. The controlling shareholders shall not injure any of the interests of the Company or of other shareholders by means of profit distribution, assets reorganization, external investment, use of capital and loan guarantees and so on, or by exploiting their controlling position. | Article 70 The controlling shareholders and actual controllers of the Company shall exercise their rights and fulfill their obligations in accordance with laws, administrative regulations, and the rules of the CSRC and the stock exchange, and safeguard the interests of the Company.

The controlling shareholders and actual controllers of the Company shall abide by the following provisions:

(I) to exercise shareholders’ rights in accordance with the law, without abusing control rights or using affiliation to damage the lawful rights and interests of the Company or other shareholders;

(II) to strictly fulfill the public statements and all commitments made, without making any unauthorized change or exemption;

(III) to strictly fulfill the obligation of information disclosure in accordance with relevant regulations, actively and proactively cooperate with the Company in effectively completing the information disclosure work, and notify the Company of major events that have occurred or will occur in a timely manner;

(IV) to not occupy the funds of the Company in any way; |

36 -

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
	Save for the obligations under laws, administrative regulations or the listing rules of the stock exchange with which the Company's shares are listed, the controlling shareholders of the Company, in exercising their rights as shareholders, shall not make any decision detrimental to all or any of shareholders on the matters set forth below:

(I) relieving a Director or supervisor of the fiduciary duties for the best interests of the Company;

(II) approving a Director or supervisor (for benefits of his/her own or another person) to deprive the Company of any properties, including (but not limited to) any opportunities that are favorable to the Company;

(III) approving a Director or supervisor (for benefits of his/her own or another person) to deprive other shareholders of their legitimate rights, including (but not limited to) rights to distributions and voting rights (save as pursuant to a restructuring approved by the shareholders at a general meeting in accordance with these Articles of Association). | (V) to not force, instruct or require the Company and relevant personnel to provide guarantees in violation of laws or regulations;

(VI) to not seek personal gain by taking advantage of the Company's undisclosed major information, disclose any undisclosed major information related to the Company in any way, or carry out activities in violation of laws or regulations such as insider trading, short-term trading, and market manipulation;

(VII) to not infringe upon the lawful rights and interests of the Company or other shareholders by any means such as non-fair related party transactions, profit distribution, asset reorganization, and external investment;

(VIII) to guarantee the Company's integrity of assets, and independence of personnel, finance, institutions and business, without affecting the Company's independence in any way; |

37 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
		(IX) other provisions of laws, administrative regulations, rules of the CSRC, business rules of the stock exchanges and the Articles of Association.

Where the controlling shareholder or actual controller of the Company does not serve as a director of the Company but actually handles the Company's affairs, the provisions of the Articles of Association regarding the duty of loyalty and diligence of directors shall apply.

Where the controlling shareholder or actual controller of the Company instructs directors or senior management to conduct acts that harm interests of the Company or shareholders, they shall assume joint and several liability with such directors or senior management.

A controlling shareholder or an actual controller pledging the Company's stocks held or actually controlled by him or her shall maintain control over the Company and the stability of the Company's production and operation.

Where a controlling shareholder or an actual controller transfers the Company's shares held by him or her, he or she shall abide by the restrictive provisions on share transfer as stipulated by laws, administrative regulations, the CSRC and the stock exchange, as well as the commitments made regarding the restricted share transfer. |

38 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
		Save for the obligations under laws, administrative regulations or the listing rules of the stock exchange with which the Company’s shares are listed, the controlling shareholders of the Company, in exercising their rights as shareholders, shall not make any decisions detrimental to all or any of the shareholders on the matters set forth below:

(I) relieving a Director of the fiduciary duties for the best interests of the Company;

(II) approving a Director (for benefits of his/her own or another person) to deprive the Company of any property, including (but not limited to) any opportunity that is favorable to the Company;

(III) approving a Director (for benefits of his/her own or another person) to deprive other shareholders of their legitimate rights and interest, including (but not limited to) rights to distributions and voting rights (save as pursuant to a restructuring approved by the shareholders at the shareholders’ meeting in accordance with the Articles of Association). |

39 -

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
23	Article 74 The general meeting shall be the authority of the Company and shall exercise the following functions and powers according to law:

(I) to elect and replace Directors and decide matters related to the remuneration of Directors; to decide the business operation policies and investment plan for the Company;

(II) to elect and change Directors and supervisors who are not employees' representatives, and resolve on the remunerations of Directors and supervisors;

(III) to examine and approve reports of the Board;

(IV) to examine and approve reports of the Supervisory Committee;

(V) to examine and approve the annual financial budgets and final accounting plans of the Company;

(VI) to examine and approve the Company's profit distribution plan and loss recovery plan; | Article 73 The shareholders' meeting of the Company shall be composed of all shareholders. The shareholders' meeting shall be the authoritative organization of the Company and shall exercise the following power according to law:

(I) to elect and replace Directors (excluding employee representative director), and decide matters related to the remuneration of Directors;

(II) to examine and approve reports of the Board;

(III) to examine and approve the Company's profit distribution plan and loss recovery plan; |

40 -

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
	(VII) to resolve on increase or decrease of the registered capital of the Company;
(VIII) to resolve on issuance of corporate bonds of the Company;
(IX) to resolve on the merger, division, dissolution, liquidation or transformation of the Company;
(X) to amend the Articles of Association of the Company;
(XI) to resolve on the engagement and dismissal of the accounting firm undertaking the Company's audit business; to appoint, removal or non-retention of the accounting firms;
(XII) to examine and approve the external guarantees of the Company that require the approval by the general meetings;
(XIII) to consider the Company's purchase or disposal of major assets within one year of an aggregate value exceeding 30% of the latest audited total assets of the Company;
(XIV) to examine and approve matters relating to the changes in the use of proceeds from share offerings;
(XV) to consider equity incentive scheme and employee stock ownership plans;
(XVI) to consider proposals of shareholders holding no less than 3% (inclusive of 3%) in aggregate of the Company's shares;
(XVII) to consider other matters which, in accordance with laws, administrative regulations, department rules or Articles of Association, shall be approved at a general meeting.	(IV) to resolve on the increase or decrease in the registered capital of the Company;
(V) to resolve on the issuance of corporate bonds;
(VI) to resolve on the merger, division, dissolution, liquidation or transformation of the Company;
(VII) to amend the Articles of Association;
(VIII) to resolve on the engagement and dismissal of the accounting firm undertaking the Company's audit business;
(IX) to examine and approve the external guarantees of the Company that require the approval by the shareholders' meeting;
(X) to consider the Company's purchase or disposal of major assets within one year of an aggregate value exceeding 30% of the latest audited total assets of the Company;
(XI) to examine and approve matters relating to the changes in the use of proceeds from share offerings;
(XII) to consider equity incentive schemes and employee stock ownership plans;
(XIII) to consider proposals of shareholders holding not less than 1% (inclusive of 1%) in aggregate of the Company's shares;
(XIV) to consider other matters which, in accordance with laws, administrative regulations, department rules or the Articles of Association, shall be approved at the shareholders' meeting.

41 -

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
	Resolutions of the general meeting of shareholders have to be reported to the securities regulatory authority of the State and shall take effect after approval; in relation to changes which involve registered matters, it shall go through registration formalities for the alteration in accordance with the laws.	The shareholders’ meeting may authorize the Board to adopt a resolution regarding the issuance of corporate bonds.

Where a resolution of the shareholders’ meeting shall be reported to the securities regulator of the State for approval, it shall take effect after approval. In relation to changes which involve registered matters, it shall go through registration formalities for the alteration in accordance with the laws.

The Company may issue stocks or corporate bonds convertible into stocks by resolution of the shareholders’ meeting, or by resolution of the Board as authorized by the Articles of Association and the shareholders’ meeting. The specific implementation shall comply with the laws, administrative regulations, and rules of the CSRC and the stock exchange.

Except as otherwise provided by laws, administrative regulations, and rules of the CSRC and the stock exchange, the power of the shareholders’ meeting shall not be performed by the Board or any other body or individual in the form of authorization. |

42 -

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
24	Article 75 The following external guarantees to be given by the Company shall be examined and approved by a general meeting:

(I) provision of any external guarantee by the Company and its subsidiaries, the total amount of which exceeds 50% of the latest audited net assets of the Company;

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

(III) provision of guarantee by the Company within one year, the total amount of which exceeds 30% of the latest audited total assets of the Company;

(IV) provision of guarantee to anyone whose liability-asset ratio exceeds 70%;

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

(VI) provision of other guarantees stipulated by laws and regulations, department rules, normative documents or Articles of Association of the Company.

The subparagraph (II) of the preceding paragraph requires affirmative votes by at least two-thirds of the votes held by shareholders attending the meeting. | Article 74 The following external guarantees to be given by the Company shall be examined and approved by the shareholders’ meeting;

(I) provision of any external guarantee by the Company and its subsidiaries, the total amount of which exceeds 50% of the latest audited net assets of the Company;

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

(III) provision of guarantees by the Company to others within one year, the total amount of which exceeds 30% of the latest audited total assets of the Company;

(IV) provision of guarantees to anyone whose liability-asset ratio exceeds 70%;

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

(VI) provision of guarantees to shareholders, actual controller, and their related parties;

(VII) provision of other guarantees stipulated by laws and regulations, department rules, normative documents or the Articles of Association.

The subparagraph (II) of the preceding paragraph requires affirmative votes by at least two-thirds of the votes held by shareholders attending the shareholders’ meeting.

Shares held by the Company do not carry any voting rights, and shall not be counted in the total number of voting shares represented by shareholders present at the shareholders’ meeting. |
| 25 | Article 76 General meetings are classified into annual general meetings and extraordinary general meetings. The annual general meeting shall be held once every year within six months after the end of the previous financial year. | Article 75 Shareholders’ meetings are classified into annual general meetings and extraordinary general meetings. The annual general meeting shall be held once every year within six months after the closing of the previous financial year. |

– 43 –

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
26	Article 77 The Company shall convene an extraordinary general meeting within two months subsequent to occurrence of any of the following events:

(I) the number of Directors is less than the number required by Company Law or is less than two-thirds of the number specified in the Articles of Association;

(II) the unrecovered losses of the Company amount to one-third of the total amount of its share capital;

(III) shareholder(s) severally or jointly holding more than 10% of the Company’s voting shares request(s) in writing the convening of an extraordinary general meeting;

(IV) the Board considers it necessary;

(V) the supervisory committee proposes to convene such meeting;

(VI) other circumstances stipulated by the laws, administrative regulations, regulatory rules, or Articles of Association. | Article 76 The Company shall convene an extraordinary general meeting within two months subsequent to the occurrence of any of the following events:

(I) the number of Directors is less than the number required by the Company Law or is less than two-thirds of the number specified in the Articles of Association;

(II) the unrecovered losses of the Company amount to one-third of the total amount of its share capital;

(III) shareholder(s) severally or jointly holding more than 10% of the Company’s shares (including preferred shares in which the voting rights are restored, etc.) request(s) the convening of an extraordinary general meeting;

(IV) the Board considers it necessary;

(V) the Audit Committee proposes to convene such meeting;

(VI) other circumstances stipulated by the laws, administrative regulations, regulatory rules, or the Articles of Association. |
| 27 | Article 78 Venue to convene the general meeting of the Company is: the Company’s headquarters or other locations determined by convener. A meeting place shall be set up for the general meetings, and such meetings shall be held on-site. The Company shall also facilitate shareholders in the general meeting by offering network, telephone conference or others, as the case may be. Shareholders who participate in the general meeting through above-mentioned ways shall be regarded as attending the meeting. | Article 77 Venue to convene the shareholders’ meeting of the Company is: the Company’s headquarters or other locations determined by convener. A place shall be set up for the shareholders’ meetings, and such meetings shall be held on-site. The Company shall also facilitate shareholders in attending the shareholders’ meetings and exercising voting rights electronically by offering network, telephone or video conference or others (including but not limited to, through other electronic facilities), as the case may be. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
28	Article 79 The general meeting shall be convened by the Board and shall be presided over by the Chairman. If the Chairman is unable or fails to perform his duties, the meetings shall be presided over by the Vice Chairman; if the Vice Chairman is unable or fails to perform his duties, the meetings shall be presided over by a Director jointly recommended by half or more of the Directors.

If the Board is unable or fails to fulfill the obligation of convening the meetings of the general meeting, the supervisory committee shall convene and preside over such meetings. If the supervisory committee does not convene or preside over such meetings, the shareholders individually or jointly holding no less than 10% of the shares for no less than 90 consecutive days may convene and preside over such meetings on their own in accordance with laws and regulations, regulative rules and the Articles of Association. | Article 78 The shareholders’ meetings shall be convened by the Board and shall be presided over by the Chairman. Where the Chairman is unable or fails to perform his duties, the meetings shall be presided over by the Vice Chairman; where the Vice Chairman is unable or fails to perform his duties, the meetings shall be presided over by a Director jointly recommended by more than half of the Directors.

Where the Board is unable or fails to fulfill the obligation of convening the meetings of the shareholders’ meeting, the Audit Committee shall convene and preside over such meetings. Where the Audit Committee does not convene or preside over such meetings, the shareholders individually or jointly holding not less than 10% of the shares (including preferred shares in which the voting rights are restored, etc.) for not less than 90 consecutive days may convene and preside over such meetings on their own in accordance with laws and regulations, regulative rules and the Articles of Association. |

45 -

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
29	Article 80 Independent non-executive Directors (the “independent Director(s)”) shall be entitled to propose to the Board to convene extraordinary general meetings. Regarding the proposal of the independent Directors to convene extraordinary general meetings, the Board shall, pursuant to relevant laws, administrative regulations and Articles of Association, give a written reply on whether to convene the extraordinary general meetings or not within 10 days after receipt of the proposal.

If the Board agrees to convene the extraordinary general meetings, it shall serve a notice of such meeting within five days after the resolution is made by the Board. If the Board does not agree to hold the extraordinary general meetings, it shall give the reasons and make announcements. | Article 79 The Board shall convene the shareholders’ meeting on time within the prescribed time limit. With the consent of more than half of all independent non-executive Directors (the “independent Director(s)”), independent Director(s) shall be entitled to propose to the Board to convene extraordinary general meetings. Regarding the proposal of the independent Directors to convene extraordinary general meetings, the Board shall, pursuant to relevant laws, administrative regulations and the Articles of Association, give a written reply on whether to convene the extraordinary general meetings or not within 10 days after receipt of the proposal.

Where the Board agrees to convene the extraordinary general meetings, it shall serve a notice of such meeting within five days after the resolution is made by the Board. Where the Board does not agree to hold the extraordinary general meetings, it shall give the reasons and make announcements. |
| 30 | Article 81 The supervisory committee shall be entitled to propose in writing to the Board to convene the extraordinary general meetings. The Board shall, pursuant to relevant laws, administrative regulations and Articles of Association, give a written reply on whether to convene extraordinary general meetings or not within 10 days after receipt of the proposals.

If the Board agrees to convene the extraordinary general meetings, it will serve a notice of such meetings within five days after the resolution is made by the Board. In the event of any change to the original proposal, the consent of the supervisory committee shall be obtained.

If the Board does not agree to hold the extraordinary general meetings or fails to give a reply within 10 days after receipt of the proposal, it shall be deemed as unable to perform or failing to perform the duty of convening the extraordinary general meetings, and the supervisory committee may convene and preside over the meeting by itself. | Article 80 The audit committee shall be entitled to propose in writing to the Board to convene the extraordinary general meetings. The Board shall, pursuant to relevant laws, administrative regulations and the Articles of Association, give a written reply on whether to convene the extraordinary general meetings or not within 10 days after receipt of the proposal.

Where the Board agrees to convene the extraordinary general meetings, it will serve a notice of such meeting within five days after the resolution is made by the Board. In the event of any change to the original proposal, the consent of the Audit Committee shall be obtained.

Where the Board does not agree to hold the extraordinary general meetings or fails to give a reply within 10 days after receipt of the proposal, it shall be deemed as unable to perform or failing to perform the duty of convening the extraordinary general meetings, and the Audit Committee may convene and preside over the meeting by itself. |

46 -

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
31	Article 82 Shareholder(s) severally holding 10% or more shares of the Company shall be entitled to request in writing the Board to convene extraordinary general meetings or class general meeting of the Company. Two or more shareholders aggregately holding 10% or more than 10% (inclusive of 10%) shares of the Company shall be entitled to sign a written requisition in one or more counterparts in the same form and content, requiring the Board to convene extraordinary general meetings or class general meetings and state in such written requisition the matters to be discussed at the meeting. The aforesaid number of shares shall be the shares held on the day on which the written requisition is made by the shareholders.

The Board shall, pursuant to relevant laws, administrative regulations and Articles of Association, give a written reply on whether to convene the extraordinary general meetings or not within 10 days after receipt of the proposal.

If the Board agrees to convene the extraordinary general meetings, it shall serve a notice of such meeting within five days after the resolution is made by the Board. In the event of any change to the original proposal, the consent of relevant shareholder(s) shall be obtained.

If the Board does not agree to hold the extraordinary general meetings or fails to give a reply within 10 days after receipt of the proposal, shareholder(s) severally or jointly holding no less than 10% shares of the Company shall be entitled to propose in writing to the supervisory committee to convene extraordinary general meetings. | Article 81 Shareholder(s) severally or jointly holding 10% or more shares (including preferred shares in which the voting rights are restored, etc.) of the Company shall be entitled to request in writing the Board to convene extraordinary general meetings or class shareholders’ meetings of the Company. Two or more shareholders aggregately holding more than 10% (inclusive of 10%) shares of the Company shall be entitled to sign a written requisition in one or more counterparts in the same form and content, requiring the Board to convene extraordinary general meetings or class shareholders’ meetings and state in such written requisition the matters to be discussed at the meeting. The aforesaid number of shares shall be the shares held on the day on which the written requisition is made by the shareholders.

The Board shall, pursuant to relevant laws, administrative regulations and the Articles of Association, give a written reply on whether to convene extraordinary general meetings or not within 10 days after receipt of the proposal.

Where the Board agrees to convene the extraordinary general meetings, it shall serve a notice of such meeting within five days after the resolution is made by the Board. In the event of any change to the original proposal, the consent of relevant shareholder(s) shall be obtained.

Where the Board does not agree to hold extraordinary general meetings or fails to give a reply within 10 days after receipt of the proposal, shareholder(s) severally or jointly holding more than 10% shares of the Company shall be entitled to propose in writing to the Audit Committee to convene extraordinary general meetings. |

47 -

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
	If the supervisory committee agrees to convene the extraordinary general meeting, it shall serve a notice of such meeting within 5 days after receipt of the said request. In the event of any change to the original proposal, the consent of relevant shareholder(s) shall be obtained.

If the supervisory committee to issue the notice for the general meeting within the specified time, the supervisory committee shall be deemed as failing to convene the general meeting. The shareholder(s) severally or jointly holding no less than 10% shares of the Company for no less than 90 consecutive days may convene and preside over such meeting. | Where the Audit Committee agrees to convene the extraordinary general meeting, it shall serve a notice of such meetings within 5 days after receipt of the said request. In the event of any change to the original proposal, the consent of relevant shareholder(s) shall be obtained.

If the Audit Committee fails to issue the notice for the shareholders’ meeting within the specified time, the Audit Committee shall be deemed as failing to convene the shareholders’ meeting. The shareholder(s) severally or jointly holding not less than 10% shares (including preferred shares in which the voting rights are restored, etc.) of the Company for not less than 90 consecutive days may convene and preside over such meetings. |
| 32 | Article 83 Where the supervisory committee or shareholders decide to convene a general meeting on its/their own, it/they shall notify the Board in writing and file relevant evidential documents with the Shanghai Stock Exchange.

The Shareholders who convene the general meetings shall hold no less than 10% shares of the Company when any resolution is made at such meeting.

The supervisory committee or the convening shareholders shall, when the notice of general meetings or announcement of resolutions of general meetings is issued, submit relevant evidential documents to the stock exchange. | Article 82 Where the Audit Committee or shareholders decide to convene the shareholders’ meetings on its/their own, it/they shall notify the Board in writing and file relevant evidential documents with the Shanghai Stock Exchange.

The Audit Committee or the convening shareholders shall, when the notice of the shareholders’ meetings or announcement of resolutions of the shareholders’ meetings is issued, submit relevant evidential documents to the stock exchange.

The Shareholders who convene the shareholders’ meetings shall hold not less than 10% shares (including preferred shares in which the voting rights are restored, etc.) of the Company before announcements of the relevant resolutions are made. |
| 33 | Article 84 For the general meetings convened by the supervisory committee or shareholders on its/their own, the Board and secretary to the Board shall cooperate. The Board shall provide the register of shareholders. | Article 83 For the shareholders’ meetings convened by the Audit Committee or shareholders on its/their own, the Board and secretary to the Board shall cooperate. The Board will provide the register of shareholders on the record date. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
34	Article 86 Where the Company convenes a general meeting, a written notice shall be given by the convener 20 days prior to the date of the annual general meeting to notify all the shareholders in the register of shareholders of the matters to be considered, the date and venue of the meeting; In case of an extraordinary general meeting, the shareholders shall be notified 15 days prior to the date of meeting. Where the laws, regulations and the relevant regulatory authorities and stock exchanges in the place where the Company’s Shares are listed have other provisions, such provisions shall prevail.

When calculating the abovementioned period, the date of the meeting shall not be included. | Article 85 Where the Company convenes a shareholders’ meeting, an announcement shall be given by the convener 20 days prior to the date of the annual general meeting to notify all the shareholders in the register of shareholders of the matters to be considered, the date and venue of the meeting; In case of an extraordinary general meeting, the shareholders shall be notified via announcement 15 days prior to the date of meeting. Where the laws, regulations and the relevant regulatory authorities and stock exchanges in the place where the Company’s Shares are listed have other regulations, such regulations shall prevail.

When calculating the abovementioned period, the date of the meeting shall not be included. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
35	Article 87 Notice of the general meetings shall be made in writing and shall include the following contents:
(I) date, place and duration of the meetings;
(II) resolutions and matters to be considered in the meetings;
(III) such information and explanation as are necessary for shareholders to make an informed decision on the matters to be considered, including (but not limited to) proposed merger, buyback of shares, capital reorganization, or other restructuring plan of the Company, terms of the contract (if any) for the proposed transaction and the explanation and consequences of the transactions;
(IV) if any Director, supervisor, general manager and other senior management has a material interest in any matter to be considered, the notice shall disclose the nature and extent of his/her interest and the difference of the effects of the proposed matters on them in their capacity as shareholders from the effects on other shareholders of the same class, if any;
(V) the full text of any special resolution to be proposed at the meetings;
(VI) a conspicuous statement that a shareholder entitled to attend and vote at the meeting is entitled to appoint proxy or proxies to attend and vote and that the proxy need not to be a shareholder;
(VII) stating the delivery time and place for lodging proxy forms for the meetings;	Article 86 Notice of the shareholders' meetings shall be made in writing and shall include the following contents:
(I) time, place and duration of the meetings;
(II) resolutions and matters to be considered in the meetings;
(III) such information and explanation as are necessary for shareholders to make an informed decision on the matters to be considered, including (but not limited to) proposed merger, buyback of shares, capital reorganization, or other restructuring plan of the Company, terms of the contract (if any) for the proposed transaction and the explanation and consequences of the transactions;
(IV) if any Director, general manager and other senior management has a material interest in any matter to be considered, the notice shall disclose the nature and extent of his/her interest and the difference of the effects of the proposed matters on them in their capacity as shareholders from the effects on other shareholders of the same class, if any;
(V) the full text of any special resolution to be proposed at the meetings;
(VI) a conspicuous statement that all ordinary shareholders (including preferred shareholders in which the voting rights are restored) and those holding shares with special voting rights are entitled to attend the shareholders' meetings in person or appoint proxy or proxies to attend and vote and that the proxy need not to be a shareholder;
(VII) stating the delivery time and place for lodging proxy forms for the meetings;

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
	(VIII) the record date of the shareholders entitled to attend general meeting;
(IX) points for attention to attend the meeting;
(X) names and phone numbers of the contact person for the meeting;
(XI) the time and procedures for voting by online voting or other methods shall be explicitly stated in the notice of general meeting if the online voting or other methods of voting are adopted.

The interval between equity registration date and the date of the general meetings shall not be more than seven working days. The equity registration date shall not be changed once confirmed.

Online voting or other voting methods shall commence no earlier than 3:00 p.m. of the day prior to the date of shareholders’ general meetings but no later than 9:30 a.m. on the date of general meetings and it shall not terminate earlier than 3:00 p.m. on the date of conclusion of general meetings.

Notice and supplementary notice of the general meetings shall disclose fully and completely the specific contents of all matters. Where the matters to be considered require the independent Director’s opinions, the independent Director’s opinions and reasons shall be disclosed as well in the notice and supplementary notice of the general meeting. | (VIII) the record date of the shareholders entitled to attend shareholders’ meetings;
(IX) points for attention to attend the meetings;
(X) names and phone numbers of the contact person for the meetings;
(XI) the time and procedures for voting by online voting or other methods shall be explicitly stated in the notice of shareholders’ meetings if the online voting or other methods of voting are adopted.

The interval between equity registration date and the date of the shareholders’ meetings shall not be more than seven working days. The equity registration date shall not be changed once confirmed.

Online voting or other voting methods shall commence no earlier than 3:00 p.m. of the day prior to the date of shareholders’ meetings but no later than 9:30 a.m. on the date of shareholders’ meetings and it shall not terminate earlier than 3:00 p.m. on the date of conclusion of shareholders’ meetings.

Notice and supplementary notice of the shareholders’ meetings shall disclose fully and completely of the specific contents of all matters. |
| 36 | Article 92 After the notice of general meeting is issued, the same meeting shall not be postponed or cancelled and the proposals set out in the notice shall not be cancelled without proper reasons. In the case of any postponement or cancellation, the convener shall make a notice and give the reasons therefor at least two working days prior to the date on which the meeting is originally scheduled. | Article 91 After the notice of shareholders’ meetings is issued, the same meeting shall not be postponed or cancelled and the proposals set out in the notice shall not be cancelled without proper reasons. In the case of any postponement or cancellation, the convener shall make an announcement and give the reasons therefor at least two working days prior to the date on which the meeting is originally scheduled. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
37	Article 98 The proxy form that a shareholder issues to appoint another person to attend general meetings on his/her behalf shall contain the following particulars:

(I) the name of the proxy;

(II) indication of whether voting power is granted;

(III) instructions on voting for, against or abstaining from voting for each of the matters listed on the agenda to be discussed at the general meeting;

(IV) the issuing date and effective period of proxy form;

(V) signature (or seal) of the principal. For a corporate shareholder, the proxy form shall be affixed with corporate seal.

The proxy form shall indicate that whether the proxy may vote at his/her own discretion in the absence of specific instructions from the shareholder. | Article 97 The proxy form that a shareholder issues to appoint another person to attend shareholders’ meetings on his/her behalf shall contain the following particulars:

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

(II) the name of the proxy;

(III) specific instructions of shareholders, including those to vote for, against or abstaining from voting for each of the matters listed on the agenda to be discussed at the shareholders’ meetings;

(IV) the issuing date and effective period of proxy form;

(V) signature (or seal) of the principal. For a corporate shareholder, the proxy form shall be affixed with corporate seal.

The proxy form shall indicate that whether the proxy may vote at his/her own discretion in the absence of specific instructions from the shareholder. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
38	Article 104 The Chairman shall preside over and act as chairman of the general meetings. If the Chairman cannot or does not fulfill the duty thereof, the Vice Chairman shall preside over the meetings; if the Vice Chairman cannot or does not fulfill the duty thereof, a Director elected by more than half of Directors shall preside over and act as chairman of the meetings.

Where the general meetings are convened by the supervisory committee, the chairman of the supervisory committee shall preside over and act as chairman of the meetings. If the chairman of the supervisory committee cannot or does not fulfill the duty thereof, a supervisor elected by more than half of the supervisors shall preside over and act as chairman of the meetings.

Where the general meetings are convened by any of the shareholders, the convener shall elect a representative to preside over and act as chairman of the meetings. If for any reason the shareholders cannot elect a person to act as chairman, the shareholder (including agent thereof) holding the most shares among the attending shareholders shall act as chairman of the meeting.

Where general meetings are held and the chairman of the meetings violates the rules of procedure which makes it difficult for the general meetings to continue, a person may be elected by more than half of the attending shareholders having the voting rights to act as chairman. | Article 103 The Chairman shall preside over and act as chairman of the shareholders' meetings. If the Chairman cannot or does not fulfill the duty thereof, the Vice Chairman shall preside over the meetings; if the Vice Chairman cannot or does not fulfill the duty thereof, a Director elected by more than half of Directors shall preside over and act as chairman of the meetings.

Where the shareholders' meetings are convened by the audit committee, the convener of the audit committee shall preside over and act as chairman of the meetings. If the convener of the audit committee cannot or does not fulfill the duty thereof, a member of the audit committee elected by more than half of the members of the audit committee shall preside over and act as chairman of the meetings.

Where the shareholders' meetings are convened by any of the shareholders, the convener or its representative to preside over and act as chairman of the meetings. If for any reason the shareholders cannot elect a person to act as chairman, the shareholder (including agent thereof) holding the most shares among the attending shareholders shall act as chairman of the meeting.

Where shareholders' meetings are held and the chairman of the meetings violates the rules of procedures which makes it difficult for the shareholders' meetings to continue, a person may be elected by more than half of the attending shareholders having the voting rights to act as chairman. |
| 39 | Article 105 The Company shall formulate rules of procedure for general meetings which shall specify the convening and voting procedure of general meetings, including notification, registration, review of proposals, voting, counting, announcement of voting results, formation of the meeting resolution, minutes and signatures, etc., and the meetings' principle of authorization to the Board. The authorized content should be specific. | Article 104 The Company shall formulate rules of procedures for shareholders' meetings which shall specify the convening, holding and voting procedure of shareholders' meetings, including notification, registration, review of proposals, voting, counting, announcement of voting results, formation of the meeting resolution, minutes, signatures, announcement, etc., and the meetings' principle of authorization to the Board. The authorized content should be specific. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
40	Article 107 All Directors, supervisors and secretary to the Board shall attend general meetings of the Company, and the general manager and other senior management shall be present at the meetings.	Article 106 If shareholders’ meetings demand a director or senior management personnel to attend the meetings, he/she shall do so and answer shareholders’ inquiries. The Directors and senior management shall provide explanations and clarifications in response to shareholders’ inquiries and suggestions at the shareholders’ meetings.
41	Article 109 When holding a general meeting, the Company will hire lawyers to issue legal opinions on the following matters:
(I) whether the procedures for convening and holding the meeting is in compliance with the laws, regulations and the provisions of the Articles of Association;
(II) whether the qualifications of the attendees and the convener are lawful and effective;
(III) whether the voting procedures and results of the meeting are lawful and effective;
(IV) issuing legal opinions about other relevant matters as requested by the Company.	Article 108 When holding a shareholders’ meetings, the Company will hire lawyers to issue legal opinions and announce the same on the following matters:
(I) whether the procedures for convening and holding the meeting is in compliance with the laws, regulations and the provisions of the Articles of Association;
(II) whether the qualifications of the attendees and the convener are lawful and effective;
(III) whether the voting procedures and results of the meeting are lawful and effective;
(IV) issuing legal opinions about other relevant matters as requested by the Company.
42	Article 110 Where the Company convenes a general meeting, the Board, supervisory committee, and shareholder(s) severally or jointly holding no less than 3% shares of the Company may make proposals to the Company.	Article 109 Where the Company convenes a shareholders’ meeting, the Board, audit committee, and shareholder(s) severally or jointly holding no less than 1% shares (including preferred shares in which the voting rights are restored, etc.) of the Company may make proposals to the Company.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
43	Article 111 Shareholder(s) severally or jointly holding no less than 3% shares of the Company may submit written provisional proposals to the convener 10 days before a general meeting is convened. The convener shall serve a supplementary notice of general meeting within two days after receipt of such proposal to other shareholders, and place the proposal on the agenda for the said meeting and submit the proposal for approval at a general meeting if the said proposal falls within the functions and powers of general meetings. The contents of the provisional proposal shall fall within the functions and powers of general meetings and have specific discussion topic and specific matters to be resolved.

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

The general meeting shall not vote or pass resolutions on proposals not listed in the notice of the general meeting or not in conformity with following article of the Articles of Association. | Article 110 Shareholder(s) severally or jointly holding no less than 1% shares of the Company may submit written provisional proposals to the convener 10 days before a shareholders’ meetings is convened. The convener shall serve a supplementary notice of shareholders’ meetings within two days after receipt of such proposal, and announce the contents of the provisional proposals and submit the proposal for approval at an shareholders’ meeting. This provision shall not apply if the provisional proposal is in violation of any law, administrative regulation or the Articles of Association or fails to fall into the scope of functions of the shareholders’ meetings.

Save as specified in the preceding paragraph, the convener shall not change the proposal set out in the notice of shareholders’ meetings or add any new proposal after the said notice announcement is served.

The shareholders’ meetings shall not vote or pass resolutions on proposals not listed in the notice of the shareholders’ meetings or not in conformity with following article of the Articles of Association. |
| 44 | Article 112 Proposal of the general meeting shall meet the following conditions:

(I) the content shall not conflict with the laws, administrative regulations and provisions of Articles of Association and within the business scope of the Company and the power of the general meeting;

(II) with specific discussion topic and specific matters to be resolved;

(III) being submitted or delivered to the Board in written form; | Article 111 Proposal of the shareholders’ meeting shall meet the following conditions:

(I) the content shall comply with the relevant provisions of laws, administrative regulations and these Articles of Association and within the business scope of the Company and the functions and powers of the shareholders’ meeting;

(II) with specific discussion topic and specific matters to be resolved;

(III) being submitted or delivered to the Board in written form; |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
45	Article 116 The following issues shall be approved by ordinary resolutions at a general meeting:
(I) work reports of the Board and the supervisory committee;
(II) profit distribution plans and loss recovery plan proposed by the Board;
(III) appointment and removal of members of the Board and shareholder representative supervisors, and remuneration and payment method of Directors and supervisors;
(IV) the Company’s annual budget and final accounts report, balance sheets, income statement and other financial statements;
(V) the Company’s annual report;
(VI) any matters other than those which are required by the laws, regulations or the Articles of Association by way of a special resolution.	Article 115 The following issues shall be approved by ordinary resolutions at shareholders’ meetings:
(I) work reports of the Board;
(II) profit distribution plans and loss recovery plan proposed by the Board;
(III) appointment and removal of members of the Board, and their remuneration and payment methods;
(IV) any matters other than those which are required by the laws, regulations or the Articles of Association by way of a special resolution.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
46	Article 117 The following issues shall be approved by special resolutions at a general meeting:
(I) amendment to the Articles of Association;
(II) increase or reduction in share capital of the Company and the issue of shares of any class, warrants and other similar securities;
(III) merger, division, dissolution, liquidation or transformation of the Company;
(IV) issue of bonds of the Company;
(V) the Company’s purchase or disposal of major assets or providing guarantee within one year with the transaction amount exceeding 30% of the latest audited total assets of the Company;
(VI) equity incentive scheme;
(VII) any other issue specified in the laws, administrative regulations or Articles of Association and confirmed by an ordinary resolution at a general meeting that it may have material impact on the Company and accordingly shall be approved by special resolutions.	Article 116 The following issues shall be approved by special resolutions at shareholders’ meetings:
(I) increase or decrease of the registered capital of the Company;
(II) split, spin-off, merger, dissolution, and liquidation of the Company;
(III) amendment to the Articles of Association;
(IV) the Company’s purchase or disposal of major assets or providing guarantee to others within one year with the transaction amount exceeding 30% of the latest audited total assets of the Company;
(V) equity incentive scheme;
(VI) any other issue specified in the laws, administrative regulations or Articles of Association and confirmed by an ordinary resolution at a shareholders’ meeting that it may have material impact on the Company and accordingly shall be approved by special resolutions.
47	Article 118 Shareholders (including proxies) shall exercise their voting rights according to the number of voting shares they represent, with one vote for each share.
Where material issues affecting the interests of small and medium investors are being considered at the general meeting, the votes by small and medium investors shall be counted separately. The separate counting results shall be publicly disclosed in a timely manner. ……	Article 117 Shareholders shall exercise their voting rights according to the number of voting shares they represent, with one vote for each share, except the shareholders of class shares.
Where material issues affecting the interests of small and medium investors are being considered at the shareholders’ meetings, the votes by small and medium investors shall be counted separately. The separate counting results shall be publicly disclosed in a timely manner. ……

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
48	Article 119 …… Resolution in relation to connected transaction shall be passed by more than half of the voting rights carried by independent shareholders (including proxies) present at the general meeting. However, in regards to matters in the preceding article of the Articles of Association, the resolution shall be passed by more than two-thirds of the voting rights carried by independent shareholders (including proxies) present at general meeting.	Article 118 …… Resolution in relation to connected transaction shall be passed by the majority of the voting rights carried by independent shareholders (including proxies) present at the shareholders' meetings. However, in regards to matters subject to special resolution under the Articles of Association, the resolution shall be passed by more than two-thirds of the voting rights carried by independent shareholders (including proxies) present at shareholders' meetings.
49	Article 122 List of Director and supervisor candidates shall be provided by way of proposals at the general meeting.
The Board shall provide the shareholders with resumes and basic information of Director and supervisor candidates.
When voting at the election of Directors and supervisors, the general meeting may implement the cumulative voting method in accordance with the Articles of Association or the resolution of the general meeting.
The aforementioned cumulative voting method refers to the voting for Directors or supervisors where each share is entitled to the same number of votes which equals to the total number of Directors or supervisors to be elected, and shareholders may consolidate their voting rights when casting a vote.
The Director candidates shall be nominated by the previous session of the Board; or the shareholders individually or jointly holding no less than 3% of the total of the Company's shares. The nomination methods and procedures of independent Directors shall be performed in accordance with the laws, regulations, relevant provisions of the securities regulatory authorities of the place where the Company's shares are listed and relevant rules in relation to independent Directors.	Article 121 List of Director candidates shall be provided by way of proposals at the shareholders' meeting.
The Board shall provide the shareholders with resumes and basic information of Director candidates.
When voting at the election of Directors, the shareholders' meeting may implement the cumulative voting method in accordance with the Articles of Association or the resolution of the shareholders' meeting.
If two or more independent Directors are to be elected at the shareholders' meeting, the cumulative voting method shall be applied.
The aforementioned cumulative voting method refers to the voting for Directors where each share is entitled to the same number of votes which equals to the total number of Directors to be elected, and shareholders may consolidate their voting rights when casting a vote.
The Director candidates (except employee representative director) shall be nominated by the previous session of the Board, or the shareholders individually or jointly holding no less than 1% of the total of the Company's shares. The nomination methods and procedures of independent Directors shall be performed in accordance with the laws, regulations, relevant provisions of the securities regulatory authorities of the place where the Company's shares are listed and relevant rules in relation to independent Directors.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
	The non-employee representative supervisor candidates shall be nominated by the previous section of supervisory committee, or the shareholders individually or jointly holding no less than 3% of the Company's shares. Employees' representative supervisor candidates shall be democratically elected by employees of the Company.

If the number of Directors nominated by any shareholder of the Company accounts for no less than one-half of the total members of the Board, then the number of shareholder representative supervisors nominated by such shareholder shall not exceed one-third of the total members of the supervisory committee. | |
| 50 | Article 128 Unless a poll is particularly required by the relevant requirements of the securities regulatory authorities of the place where the shares of the Company are listed, or a poll is (before or after any voting by show of hands) demanded by the following persons, voting at a shareholders' general meeting shall be conducted by a show of hands:

(I) the chairman of the meeting;

(II) at least two shareholders present in person or by proxies entitled to vote thereat;

(III) by one or more shareholders (including proxies) holding severally or jointly 10% (including 10%) or more of the voting shares.

Unless a poll is demanded, a declaration by the chairman that a resolution has been passed on a show of hands and the record of such in the minutes of the meeting shall be conclusive evidence of the fact that such resolution has been passed. There is no need to provide evidence of the number or proportion of votes in favour of or against such resolution. The demand for a poll may be withdrawn by the person who demands the same. | Article 127 Any vote of shareholders at a shareholders' meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
51	Article 131 In case of an equality of votes for and against the resolution, whether by way of show of hands or vote by poll, the chairman of the meeting shall be entitled to an additional vote.	Delete
52	Article 142 The general meeting shall have minutes which are recorded by the secretary to the Board and shall include following details:
(I) number of shareholders and proxies attending the meeting, number of shares with voting rights held by them, and the percentage of shares with voting rights held by them to the total number of shares of the Company;
(II) date and place of the meeting;
(III) name of the convener, name of the person presiding over the meeting, agenda of the meeting, name of attending or present Directors, supervisors, the general manager and other senior management;
(IV) the discussion, key points of speech for each proposal;
(V) voting result of each matter;
(VI) any enquiries or suggestions raised by shareholders and reply or explanation, etc. of the Board, the supervisory committee and senior management;
(VII) name of the vote counter and the scrutineer;
(VIII) other information, which shall be recorded in the minutes as determined by the shareholders’ general meeting or in pursuance to the Articles of Association.	Article 140 The shareholders’ meeting shall have minutes which are recorded by the secretary to the Board and shall include following details:
(I) number of shareholders and proxies attending the meeting, number of shares with voting rights held by them, and the percentage of shares with voting rights held by them to the total number of shares of the Company;
(II) time and place of the meeting;
(III) name of the convener, name of the person presiding over the meeting, agenda of the meeting, name of present Directors, the general manager and other senior management;
(IV) the discussion, key points of speech for each proposal;
(V) voting result of each matter;
(VI) any enquiries or suggestions raised by shareholders and relevant reply or explanation, etc.;
(VII) name of the counsel, the vote counter and the scrutineer;
(VIII) other information, which shall be recorded in the minutes as determined by the shareholders’ meeting or in pursuance to the Articles of Association.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
53	Article 143 The convener shall ensure that the minutes are true, accurate and complete. The attending Directors, supervisors, secretary to the Board, convener or his/her representatives, the person presiding over the meeting shall initial on the minutes of the meeting. The minutes of the meeting shall be retained along with the attendance register signed by shareholders present in person, the letters of proxy for those attending by proxy, and other relevant valid materials. The minutes of the general meeting shall be kept as the Company’s permanent record. The minutes of the meeting, along with the attendance register signed by shareholders present in person, and the letters of proxy for those attending by proxy shall be kept at the Company’s premises.	Article 141 The convener shall ensure that the minutes are true, accurate and complete. The attending or present Directors, secretary to the Board, convener or his/her representatives, and the person presiding over the meeting shall initial on the minutes of the meeting. The minutes of the meeting shall be retained along with the attendance register signed by shareholders present in person, the letters of proxy for those attending by proxy, results of voting conducted online and by other means, and other relevant valid materials. The minutes of the shareholders’ meeting shall be kept as the Company’s permanent record. The minutes of the meeting, along with the attendance register signed by shareholders present in person, and the letters of proxy for those attending by proxy shall be kept at the Company’s premises.
54	Article 160 Directors of the Company shall be elected or replaced at the general meetings, and can be removed by the general meetings prior to the expiry of their terms. A Director shall serve a term of three years, and may seek reelection upon expiry of the said term. ……	Article 158 Directors of the Company (except employee representative director) shall be elected or replaced at the shareholders’ meetings, and can be removed by the shareholders’ meetings prior to the expiry of their terms. Employee representative director shall be elected or removed democratically at employee representatives’ meetings, employees’ meetings or in other forms. A Director shall serve a term of three years, and may seek reelection upon expiry of the said term. ……

Employee representative director in the Board shall be elected democratically by employees of the Company at employee representatives’ meetings, employees’ meetings or in other forms, and approval from the shareholders’ meetings is not needed. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
55	Article 162 Directors shall observe laws, administrative regulations and Articles of Association, and fulfill the following fiduciary duties to the Company:
(I) not to abuse their official powers to accept bribes or other unlawful income, and not to misappropriate the Company's property;
(II) not to misappropriate the money of the Company or customers;
(III) not to deposit any assets or money of the Company in any amounts under their names or in the names of others;
(IV) not to lend the money of the Company to other persons or provide guarantee for other persons with the property of the Company in violation of the Articles of Association or without the consent of the general meeting or the Board;
(V) not to conclude any contract or conduct any transaction with the Company in violation of the Articles of Association or without the consent of the general meeting;
(VI) Without the consent of the general meeting, not to take advantage of their positions to seek for themselves or others any business opportunities that are due to the Company, or conduct any businesses for themselves or others similar to those of the Company;
(VII) not to take as their own any commission for any transaction with the Company;	Article 160 Directors shall observe laws, administrative regulations and the Articles of Association, fulfill the fiduciary duties to the Company, take measures to avoid the conflict between their own interests and those of the Company and may not seek any improper interests by taking advantage of their powers.

The Directors shall fulfill the following fiduciary duties to the Company:
(I) not to embezzle the property or misappropriate the funds of the Company;
(II) not to deposit any money of the Company in any amounts under their names or in the names of others;
(III) not to abuse their official powers to accept bribes or other unlawful income;
(IV) not to directly or indirectly conclude a contract or conduct a transaction with the Company if he/she fails to report the matters relating to the conclusion of the contract or transaction to the Board or the shareholders' meeting, and obtain an approval by a resolution of the Board or the shareholders' meeting according to the Articles of Association;
(V) not to take advantage of his/her position to seek any business opportunity that belongs to the Company for himself/herself or any other person except under any of the following circumstances: he/she has reported to the Board or the shareholders' meeting and has been approved by a resolution of the shareholders' meeting according to the Articles of Association; or the Company cannot make use of the business opportunity as stipulated by laws, administrative regulations or the Articles of Association; |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
	(VIII) not to disclose any secret of the Company;
(IX) not to exploit their connected relations to damage the interests of the Company;
(X) not to lend the money of any customer to others, or use the assets of any customer to provide guarantee for any debt of the Company, any shareholder of the Company, or any other institution or individual;
(XI) not to exploit inside information for his/her own benefits or others;
(XII) to fulfill other fiduciary duties stipulated by laws, administrative regulations, department rules and the Articles of Association.
Directors’ income derived from violation of this article shall belong to the Company; Directors shall be liable to compensate any loss incurred to the Company.	(VI) not to engage in any business that is similar to that of the Company for any other person if he/she fails to report the matters to the Board or the shareholders’ meeting, and obtain an approval by a resolution of the shareholders’ meeting;
(VII) not to take as their own any commission for any transaction between others and the Company;
(VIII) not to disclose any secret of the Company;
(IX) not to exploit their connected relations to damage the interests of the Company;
(X) not to lend the money of any customer to others, or use the assets of any customer to provide guarantee for any debt of the Company, any shareholder of the Company, or any other institution or individual;
(XI) not to exploit inside information for his/her own benefits or others;
(XII) to fulfill other fiduciary duties stipulated by laws, administrative regulations, department rules and the Articles of Association.
Directors’ income derived from violation of this article shall belong to the Company; Directors shall be liable to compensate any loss incurred to the Company.
Where any of the near relatives of the Directors, or senior management, or any of the enterprises directly or indirectly controlled by the Directors, or senior management or any of their near relatives, or any of the related parties who has any other related-party relationship with the Directors, or senior management, concludes a contract or conducts a transaction with the Company, the provisions of item (IV) of paragraph 2 of this article shall apply.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
56	Article 163 Directors shall observe laws, administrative regulations and the Articles of Association and fulfill the following obligations of diligence: (I) to exercise the rights conferred by the Company with due discretion, care and diligence to ensure the business operations of the Company comply with State laws, administrative regulations and relevant State policies, not beyond the business scope specified in the business license of the Company; (II) to treat all shareholders impartially; (III) to carefully read the relevant business and financial reports of the Company and keep informed of the operation and management conditions of the Company; (IV) to exercise personally the discretion vested in them and not to allow themselves to be controlled by others and, save as permitted by laws or administrative regulations or with the informed consent of shareholders given at a general meeting, not to transfer their discretion to others; (V) to honestly provide the supervisory committee with relevant information, not to prevent the supervisory committee or supervisors from exercising their responsibilities and powers, and to accept the lawful supervision and rational suggestions of the supervisory committee on their performance of duties; (VI) to fulfill other obligations of diligence stipulated by laws, administrative regulations, department rules and the Articles of Association.	Article 161 Directors shall observe laws, administrative regulations and the Articles of Association, fulfill the obligations of diligence and shall, for the best interests of the Company, exercise the reasonable care that shall be generally possessed by a manager when performing their duties. Directors shall fulfill the following obligations of diligence: (I) to exercise the rights conferred by the Company with due discretion, care and diligence to ensure the business operations of the Company comply with State laws, administrative regulations and relevant State policies, not exceed the business scope specified in the business license of the Company; (II) to treat all shareholders impartially; (III) to keep informed of the operation and management conditions of the Company; (IV) to sign written confirmation opinion on regular reports, and ensure that the disclosure of the Company is true, accurate and complete; (V) to honestly provide the audit committee with relevant information, and not to prevent the audit committee from exercising its responsibilities and powers; (VI) to fulfill other obligations of diligence stipulated by laws, administrative regulations, department rules and the Articles of Association.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
57	Article 166 A Director may resign before his/her term of office expires. The Director who is going to resign shall submit a written resignation letter to the Board. The Board shall disclose such matter within two days.

Under the prerequisite to abide by relevant laws and administrative regulations, general meetings may remove any Director before the expiration of his/her term of office by way of an ordinary resolution (but without prejudice to any claim for damages under any contract). | Article 164 A Director may quit office before his/her term of office expires. The Director who is going to quit office shall submit a written resignation letter to the Company, and the quit shall become effective from the date the Company receives the resignation letter. The Board shall disclose such matter within two trading days.

Under the prerequisite to abide by relevant laws and administrative regulations, shareholders’ meetings may remove any Director before the expiration of his/her term of office by way of an ordinary resolution (but without prejudice to any claim for damages under any contract). |
| 58 | Article 167 If the number of members of the Board falls below the legally required number as a result of any resignation, such resignation shall not become effective until such vacancy resulting from such resignation is filled up by a new Director.

The remaining Board shall convene an extraordinary general meeting as soon as possible to elect a new Director to fill the vacancy caused by the Director’s resignation. Before the general meeting passes a resolution on the election of Director, the duties of the Director who proposes to resign and the remaining Board shall be reasonably limited.

Save as provided in the above paragraph, a Director’s resignation shall be effective when his resignation is served to the Board. | Article 165 If the number of members of the Board falls below the legally required number as a result of office quit by any Director, the original Director shall, before a newly elected director takes office, perform his/her duties as a Director according to laws, administrative regulations, departmental regulations, and the Articles of Association.

The remaining Board shall convene an extraordinary general meeting as soon as possible to elect a new Director to fill the vacancy caused by the Director’s quit. Before the shareholders’ meeting passes a resolution on the election of Director, the duties of the Director who proposes to resign and the remaining Board shall be reasonably limited. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
59	Article 168 The duties of a Director towards the Company and the shareholders do not necessarily cease when he/she tenders his/her resignation or upon the expiry of his/her term of office. Such Director shall continue to observe his/her duties at any time before the resignation or expiry of term of office, as the case may be, becomes effective and for a reasonable period thereafter. The duty of confidentiality in respect of trade secrets of the Company survives the termination of his/her term of office until such trade secrets become publicly known. Other duties may continue for such period as the principle of fairness may require depending on the amount of time which has lapsed between the termination and the act concerned and the specific circumstances under which the relationship between the Director and the Company was terminated.

Article 169 Any Director who has left his/her office without authorization before his/her term of office expires and thereby caused the Company to incur a loss shall be liable for compensation to the Company. | Article 166 The Company establishes a director resignation management system, clearly specifying assurance measures for holding Directors accountable and seeking compensation for unfulfilled public commitments and other unresolved matters. When a Director tenders his/her resignation or his/her term of office expires, he/she shall complete all handover formalities with the Board, and his/her duties as a Director towards the Company and the shareholders do not necessarily cease when he/she tenders his/her resignation or upon the expiry of his/her term of office. Such Director shall continue to observe his/her duties at any time before the resignation or expiry of term of office, as the case may be, becomes effective and for a reasonable period thereafter. The duty of confidentiality in respect of trade secrets of the Company survives the termination of his/her term of office until such trade secrets become publicly known. Other duties may continue for such period as the principle of fairness may require depending on the amount of time which has lapsed between the termination and the act concerned and the specific circumstances under which the relationship between the Director and the Company was terminated. Responsibilities that Directors should bear for performing duties during their term of office shall not be exempted or terminated due to resignation. |

66 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
		Article 167 Any Director who has left his/her office without authorization before his/her term of office expires and thereby caused the Company to incur a loss shall be liable for compensation to the Company.

If a Director causes harm to others in performing duties of the Company, the Company shall be liable for compensation; if the Director acts with intent or gross negligence, he/she shall also be liable for compensation. A Director who is in violation of any laws, administrative regulations, department rules or the Articles of Association in the course of performing his/her duties shall be liable to compensate for any losses caused to the Company. |
| 60 | Article 170 The Board may propose to the general meeting to remove a Director in the following cases:

(I) upon the request of shareholder(s) who nominated the Director;

(II) when the Director seriously impairs the interests of the Company;

(III) for other adequately reasonable reasons. | Article 168 The Board may propose to the shareholders’ meeting to remove a Director in the following cases:

(I) upon the request of shareholder(s) who nominated the Director;

(II) when the Director seriously impairs the interests of the Company;

(III) for other adequately reasonable reasons.

The removal shall become effective on the day when the resolution of the shareholders’ meeting is made. Where a Director is removed prior to the expiration of term of office without any justifiable reason, the Director may require the Company to make compensation. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
61	Article 172 The Company shall establish an independent Director system. The number of independent Directors shall be at least three, and not less than one-third of the total number of Directors.

An independent Director refers to the Director who holds no position in the Company other than the position of a Director, has no relationship with the Company or the shareholders of the Company which may impede his/her independence and Directors as specified by regulatory requirements of the place where the Company’s shares are listed. | Article 170 The Company shall establish an independent Director system. The number of independent Directors shall not be less than one-third of the total number of Directors, and shall include at least one accounting professional.

An independent Director refers to the Director who holds no position in the Company other than the position of a Director, and who has no direct or indirect conflicts of interest with the Company, its major shareholders, or its actual controller, nor any other relationship that might affect his/her capacity for independent and objective judgment as specified by regulatory requirements of the place where the Company’s shares are listed.

Independent Directors shall, in accordance with the provisions of laws, administrative regulations, the CSRC, stock exchanges, and the Articles of Association, diligently perform their duties. Within the Board, they shall play a role in participating in decision-making, supervising and providing checks and balances, and offering professional advice, thereby safeguarding the overall interests of the Company and protecting the legitimate rights and interests of minority shareholders. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
62	Article 174 An independent Director shall meet the following basic conditions:
(I) having the qualifications as Director of the Company in accordance with the laws, administrative regulations and other relevant provisions;
(II) being independent as required by securities regulatory authority;
(III) having the basic knowledge about operations of companies, and being proficient in relevant laws, administrative regulations, regulations and rules;
(IV) having more than five years’ experience in legal and economic work or other work experience required for fulfilling duties as independent Director;
(V) other conditions required by relevant laws, regulations and regulatory provisions at the place where the Company’s shares are listed.	Article 172 An independent Director shall meet the following basic conditions:
(I) having the qualifications as Director of listed companies in accordance with the laws, administrative regulations and other relevant provisions;
(II) meeting the independence requirements stipulated in the Articles of Association;
(III) having the basic knowledge about operations of companies, and being proficient in relevant laws, regulations and rules;
(IV) having more than five years’ experience in legal, accounting or economic work or other work experience required for fulfilling duties as independent Director;
(V) possessing good personal integrity and being free from any record of serious dishonest conduct or other adverse records;
(VI) other conditions stipulated in laws, administrative regulations, rules of the CSRC, listing rules in the place where the Company’s shares are listed, business rules of the stock exchanges and the Articles of Association.
63	Article 175 ... (IX) persons who share interests with any senior management, other directors, supervisors or other key personnel in the securities and fund institution where the aforesaid persons are to hold a position and its related parties;	Article 173 ... (IX) persons who share interests with any senior management, other directors, supervisors and other key personnel in the Company and its related parties;
64	Article 177 If any independent Director fails to attend Board meetings in person for three consecutive times, the Board shall propose to the general meeting to remove such independent Director.	Article 175 If any independent Director fails to attend Board meetings in person for two consecutive times, and does not delegate another independent Director to attend as his/her proxy, the Board shall, within 30 days of such occurrence, propose to the shareholders’ meeting the removal of that independent Director from office.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
65	Newly added	Article 176 Independent Directors, as members of the Board, owe a duty of loyalty and a duty of diligence to the Company and all shareholders, and shall prudently perform the following duties:

(I) to participate in the decision-making of the Board and provide explicit opinions on the matters discussed;

(II) to supervise matters that indicate potential material conflict of interests between the Company and its controlling shareholders, actual controller, Directors and senior management so as to protect the legitimate interests of the minority shareholders;

(III) to provide professional and objective advice on the Company’s operation and development, thereby facilitating improvement in the standard of the decision-making of the Board;

(IV) other functions stipulated in laws, administrative regulations, rules of the CSRC, and the Articles of Association. |

70 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
66	Newly added	Article 177 The independent Directors shall have the following special powers:

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

(II) to propose to the Board with respect to the convening of extraordinary shareholders’ meetings;

(III) to propose the convening of Board meetings;

(IV) to publicly solicit and collect the shareholders’ rights legally;

(V) to express independent opinions on matters that may prejudice the interests of the Company or minority shareholders;

(VI) other powers stipulated in laws, administrative regulations, rules of the CSRC, and the Articles of Association.

For performing the powers contained in items 1 to 3 in the preceding article, independent Directors shall obtain the prior consent of more than half of all independent Directors.

The Company shall make disclosures in due course when independent Directors perform the powers in item 1. In case of failure to perform the powers stated above, the Company shall disclose the details and reasons. |

71 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
67	Newly added	Article 178 The following matters shall be submitted to the Board for consideration after being approved by a majority of all independent Directors of the Company:

(I) related-party transactions that shall be disclosed;

(II) the proposals for change or waiver of commitments by the Company and related parties;

(III) decisions made and measures taken by the Board of the listed companies acquired in response to the acquisition;

(IV) other matters stipulated in laws, administrative regulations, rules of the CSRC, and the Articles of Association. |

72 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
68	Newly added	Article 179 The Company shall establish a system of special meetings in which only Independent Directors participate. Deliberation by the Board on matters including, but not limited to, related-party transactions shall be subject to prior endorsement by Special Meeting of Independent Directors.

The Company shall hold Special Meeting of Independent Directors periodically or as needed. The matters set forth in items (I) to (III) of paragraph 1 of Article 178, and in Article 179 of the Articles of Association shall be deliberated by the Special Meeting of Independent Directors.

The Special Meeting of Independent Directors can examine and discuss other matters of the Company if necessary.

The Special Meeting of Independent Directors shall be convened and presided over by an Independent Director jointly designated by more than half of all Independent Directors. In the event that the designated convener fails to fulfill or is incapable of fulfilling his/her duties, two or more Independent Directors may proceed to convene the meeting themselves and nominate a representative to preside.

Minutes of the Special Meeting of Independent Directors shall be prepared pursuant to requirements. The opinions of the independent Directors shall be recorded in the minutes. The minutes shall be signed as confirmation by independent Directors.

The Company shall provide convenience and support for the convention of the Special Meeting of Independent Directors. |
| 69 | Article 181 The Board shall consist of 11 Directors, including 1 Chairman and 1 Vice Chairman. | Article 183 The Board shall consist of 11 Directors, including 1 employee representative Director, 1 Chairman and may have 1 Vice Chairman. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
70	Article 184 The Board shall be accountable to the general meeting and exercise the following functions and powers: ……
(VI) to prepare the annual financial budgets and final accounting plans of the Company;
……
(XV) to formulate proposals for appointment and dismissal of an accounting firm;
……
The specific scope of authorization shall be correspondingly approved in accordance with the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the Rules Governing the Listing of Stocks on The Stock Exchange of Hong Kong Limited and relevant regulatory requirements of the State-owned Assets Supervision and Administration Commission of the State Council, and based on the amount of the authorized matter.
……	Article 186 The Board shall be accountable to the shareholders’ meeting and exercise the following functions and powers: ……
(VI) to decide the annual financial budgets and final accounting plans of the Company;
……
(XV) to propose to shareholders’ meeting for the appointment or replacement of the accounting firm carrying auditing for the Company;
……
The specific scope of authorization shall be correspondingly approved in accordance with the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the Hong Kong Listing Rules and relevant regulatory requirements of the State-owned Assets Supervision and Administration Commission of the State Council, and based on the amount of the authorized matter.
……
71	Article 192 In the event that the Chairman cannot or fails to perform his duties, the Vice Chairman shall perform the duties; in the event that the Vice Chairman cannot or fails to perform his duties, a majority of the Directors shall recommend one Director to perform the duties.	Article 194 In the event that the Chairman cannot or fails to perform his duties, the Vice Chairman shall perform the duties; in the event that the Vice Chairman cannot or fails to perform his duties, more than half of the Directors shall recommend one Director to perform the duties.
72	Article 194 In any of the following circumstances, the chairman shall convene and preside over a Board meeting within 10 days after receipt of the proposal:
……
(V) jointly proposed by more than half of the independent Directors;	Article 196 In any of the following circumstances, the chairman shall convene and preside over a Board meeting within 10 days after receipt of the proposal:
……
(V) jointly proposed by over a half of the independent Directors;

– 74 –

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
73	Article 198 If any Director has connection with the enterprise involved in the resolution made at a Board meeting, the said Director shall not vote on the said resolution for himself or on behalf of other Director. The Board meeting may be held when more than half of the independent Directors attend the meetings. The resolution made at the Board meeting shall be passed by more than half of the independent Directors. If the number of independent Directors attending the meetings is less than three, the matter shall be submitted to the general—meeting for consideration.	Article 200 If any Director has connection with the enterprise or individual involved in the resolution made at a Board meeting, the said Director shall promptly submit a written report to the Board. Such Director having connection shall not vote on the said resolution for himself or on behalf of other Director. The Board meeting may be held when more than half of the independent Directors attend the meetings. The resolution made at the Board meeting shall be passed by more than half of the independent Directors. If the number of independent Directors attending the meetings is less than three, the matter shall be submitted to the shareholders’ meeting for consideration.
74	Article 199 In principal, the Board meeting shall be convened physically. However, on the premise of ensuring that the Directors can fully express their opinions, the meeting can also be held by means of video, telephone, fax or email voting with the consent of the convener (facilitator) and the proposer if necessary. Board meetings may also be held on the spot in parallel with other means.

To convene the Board meeting by correspondence, the Company shall clearly state in the meeting notice details of proposal for review, time and manner to vote and ballot format of correspondence voting. Such voting ballot shall include at least the following contents: Director’s name, headings of proposals, voting result (for, against or abstain from voting).

At the Board meeting convened by correspondence, Directors attending the meeting shall, at the voting time, send fax or scan the voting ballot to specified address via email. The voting ballot not prepared or filled not as required or filled by illegible handwriting or failing to be sent within specified time due to any other reasons shall be deemed to be invalid. The original voting ballot shall be sent by post or personal delivery or other means to the Company in a timely manner. | Article 201 In principal, the Board meeting shall be convened physically. However, on the premise of ensuring that the Directors can fully express their opinions, the meeting can also be held by means of video, telephone, fax or other eligible means of electronic communication for voting with the consent of the convener (facilitator) and the proposer if necessary. Board meetings may also be held on the spot in parallel with other means.

At the Board meeting convened by correspondence, Directors attending the meeting shall, at the voting time, send the voting ballot to specified address. The voting ballot not prepared or filled as required or filled by illegible handwriting or failing to be sent within specified time due to any other reasons shall be deemed to be invalid. The original fax-voted ballot shall be sent by post or personal delivery or other means to the Company in a timely manner. |

75 -

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
75	Article 206 The Board of the Company sets-up special committees with regard to development strategy, risk management, audit and remuneration. The special committees shall all consist of Directors. Members of special committees shall have relevant professional knowledge and working experience.

The number of independent Directors in the remuneration and nomination committee and audit committee shall not be less than one-half of all its members, and there shall be at least one independent Director who has worked as an accountant for more than five years in the audit committee.

The chairman of the remuneration and nomination committee shall be an independent Director, the chairman of the audit committee shall be an independent Director with accounting expertise in the audit committee. | Article 208 The Board of the Company establishes special committees with regard to development strategy, risk management, audit and remuneration. The special committees shall all consist of Directors. Members of special committees shall have relevant professional knowledge and working experience.

The number of independent Directors in the remuneration and nomination committee and audit committee shall be more than half of all its members, and there shall be at least one independent Director who has worked as an accountant for more than five years in the audit committee.

The convener of the remuneration and nomination committee shall be an independent Director, the convener of the audit committee shall be an independent Director with accounting expertise in the audit committee. |

76 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
76	Article 207 The Board of the Company sets up a development and strategy committee, which shall consist of not less than three Directors. The development and strategy committee has one chairperson acted by the Chairman, who is responsible for management of the committee’s work.	Article 209 The Board of the Company establishes a strategy and sustainability committee, which shall consist of not less than three Directors. The strategy and sustainability committee has one convener acted by the Chairman, who is responsible for management of the committee’s work.

The major duties of the strategy and sustainability committee of the Company are as follows:

(I) to conduct research and planning on the Company’s medium- and long-term strategy and sustainable development, and make recommendations;

(II) to conduct research on and make recommendations regarding major investment and financing plans, capital operations, and asset management projects that are subject to approval by the Board as stipulated by the Articles of Association;

(III) to study the Company’s ESG-related plans, objectives, systems and major matters, pay attention to major ESG-related risks, review ESG related reports, and make recommendations to the Board;

(IV) to conduct research on and make recommendations regarding other major matters affecting the development of the Company;

(V) other duties stipulated by laws, regulations, standards, and the Articles of Association. |

77 -

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
77	Article 208 The Board sets-up a remuneration and nomination committee, which shall consist of not less than three Directors. The remuneration and nomination committee has one chairman acted by an independent Director who is responsible for management of the committee’s work.	Article 210 The Board establishes a remuneration and nomination committee, which shall consist of not less than three Directors. The committee has one convener acted by an independent Director who is responsible for management of the committee’s work.

The major duties of the remuneration and nomination committee of the Company are as follows:

(I) To review and provide opinions on the selection criteria and procedures for Directors and senior management, identify qualified candidates for Directors and senior management, examine the qualifications of candidates for Directors and senior management, and make recommendations;

(II) To review and provide opinions on the performance evaluation and remuneration management systems for Directors and senior management;

(III) To conduct performance evaluations of Directors and senior management and make recommendations;

(IV) To make recommendations on the remuneration of Directors and senior management;

(V) To make recommendations on the nomination or removal of Directors;

(VI) To make recommendations on the appointment or dismissal of senior management; |

78 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
		(VII) To make recommendations on the formulation or revision of equity incentive plans and employee stock ownership plans, and on the entitlement and vesting conditions for incentive recipients;

(VIII) To make recommendations on Directors and senior management participating in shareholding plans in connection with the proposed spin-off of the Company’s subsidiaries;

(IX) other duties stipulated by laws, regulations, standards, and the Articles of Association. |

79 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
78	Article 209 The Board sets-up an audit committee which consists of not less than three non-executive Directors. The audit committee has one chairman acted by independent Director with accounting expertise in the audit committee, who shall preside over the work of the committee.	Article 211 The Board establishes an audit committee perform duties and powers stipulated in the Company Law, which consists of not less than three non-executive Directors, with a majority of being independent Directors. The employee representative among the members of the Board may serve as a member of the audit committee; The audit committee has one convener acted by independent Director with accounting expertise in the audit committee, who shall preside over the work of the committee.

The audit committee shall be responsible for reviewing the Company’s financial information and its disclosure, supervising and evaluating the internal and external audit work, and internal control. The following matters shall be submitted to the Board for consideration only after being approved by a majority of all members of the audit committee:

(I) disclosure of financial information in financial accounting reports and periodic reports, and the internal control evaluation report;

(II) appointment or dismissal of the accounting firm responsible for auditing the listed company;

(III) appointment or dismissal of the person in charge of finance of the listed company;

(IV) changes in accounting policies or accounting estimates, or corrections of material accounting errors for reasons other than changes in accounting standards;

(V) other matters stipulated by laws, regulations, standards, and the Articles of Association. |

80 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
		The Audit Committee meets at least once a quarter. Extraordinary meetings may be convened on the proposal of two or more members, or when the convenor deems it necessary. Meetings of the Audit Committee may only be held with the attendance of at least two-thirds of the members.

Resolutions made by the Audit Committee shall be passed by more than half of the members of the Audit Committee.

Voting on resolutions of the Audit Committee shall be carried out on a one-person-one-vote basis.

Minutes of the meetings of the Audit Committee shall be prepared pursuant to requirements, and the members of the Audit Committee attending the meeting shall sign the minutes. |

81 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
79	Article 210 The Board sets up a risk control committee which consists of not less than three Directors. The risk control committee has one chairman acted by the Chairman, who shall preside over the work of the committee.	Article 212 The Board establishes a risk control committee which consists of not less than three Directors. The risk control committee has one convener, who shall preside over the work of the committee.

The major duties of the risk control committee are as follows:

(I) to review and provide opinions on the overall objectives and fundamental policies of compliance management and risk management;

(II) to review and provide opinions on the organizational structure and responsibilities of compliance management and risk management;

(III) to assess and provide opinions on the risks associated with major decisions requiring approval by the Board and on solutions for significant risks;

(IV) to review and provide opinions on compliance reports and risk assessment reports that are subject to approval by the Board;

(V) other duties stipulated by laws, regulations, standards, and the Articles of Association. |
| 80 | Article 212 The Board shall have a secretary, who is a member of senior management of the Company. The secretary to the Board shall be responsible to the Board and shall be nominated by the Chairman and appointed or removed by the Board. | Article 214 The Board shall have a secretary, who is a member of senior management of the Company. The secretary to the Board shall be responsible to the Board and appointed or removed by the Board. |
| 81 | Article 216 The Company shall set up the Executive Committee, which is a standing operating activity execution body of the Board of the Company and implements the route and policy determined by the Board under the leadership of the Party Committee of the Company. …… | Article 218 The Company shall set up the Executive Committee as the standing operating execution body of the Board of the Company and implements the route and policy determined by the Board under the leadership of the Party Committee of the Company. …… |

82 -

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
82	Article 220 The Company shall have one general manager, who shall be nominated by the remuneration and nomination committee, and appointed or removed by the Board by a majority of Directors.

A Director may serve concurrently as general manager, deputy general manager or other senior managements. The number of the Directors who serve concurrently as general manager, deputy general manager or other senior managements shall not exceed half of the Directors of the Company. | Article 222 The Company shall have one general manager, who shall be nominated by the remuneration and nomination committee, and appointed or removed by the Board by a majority of Directors.

A Director may be concurrently served by as general manager, deputy general manager or other senior managements.

The number of Directors who serve concurrently as senior management, and those who are employee representatives, shall not exceed half of the Directors of the Company. |
| 83 | Article 221 Fiduciary duties of Directors prescribed in Article 162 of the Articles of Association and the obligations of diligence prescribed in Article 163 are also applicable to senior management. | Article 223 Fiduciary duties of Directors prescribed in Article 160 of the Articles of Association and the obligations of diligence prescribed in Article 161 are also applicable to senior management.

The circumstances under which a person is disqualified from serving as a Director, as well as the resignation management system set out in the Articles of Association, are also applicable to senior management. |

83 -

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
84	Article 232 Senior management of the Company shall faithfully perform their duties and safeguard the best interests of the Company and all shareholders. If any senior management of the Company causes damage to the interests of the Company and its public shareholders due to failure in faithfully performing his/her duties or violation of his/her fiduciary duties, the said senior management shall be liable to compensate the Company.	Article 234 If a senior management personnel causes harm to others in performing duties of the Company, the Company shall be liable for compensation; if the senior management personnel acts with intent or gross negligence, he/she shall also be liable for compensation. Senior management who is in violation of any laws, administrative regulations, department rules or the Articles of Association in the course of performing his/her duties shall be liable to compensate any losses caused to the Company.

Senior management of the Company shall faithfully perform their duties and safeguard the best interests of the Company and all shareholders. If any senior management of the Company causes damage to the interests of the Company and its public shareholders due to failure in faithfully performing his/her duties or violation of his/her fiduciary duties, the said senior management shall be liable to compensate the Company. |

84 -

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
85	Article 257 In any of the following circumstances, a person shall not serve as Director, supervisor, general manager or other senior management of the Company:

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

(II) is sentenced due to taking graft or committing bribery, offences against property, misappropriating property, disrupting socioeconomic order and has completed a term of imprisonment for less than five years, or is deprived of political rights due to offence and has completed a term of imprisonment for less than five years;

(III) was ever the Director or manager of any company or enterprise which was bankrupted due to bad operation and was responsible for the bankruptcy of the said company or enterprise, and it is less than three years since the completion of liquidation for the bankruptcy of the said company or enterprise;

(IV) was ever the legal representative of a company or an enterprise whose Business License was revoked due to illegal activities and was responsible for such illegal activities, and it is less than three years since the revocation of Business License of the said company or enterprise;

(V) has large outstanding debts; | Article 235 In any of the following circumstances, a person shall not serve as Director, general manager or other senior management of the Company:

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

(II) having been sentenced to any criminal penalty due to an offence of corruption, bribery, encroachment of property, misappropriation of property or disrupting the order of the socialist market economy, or having been deprived of political rights due to a crime, where a five-year period has not elapsed since the expiration of execution period; If he/she is pronounced for suspension of sentence, a two-year period has not elapsed since the expiration of the suspension of sentence;

(III) was ever the Director or factory head, or manager of any company or enterprise which was bankrupted and was responsible for the bankruptcy of the said company or enterprise, and it is less than three years since the completion of liquidation for the bankruptcy of the said company or enterprise;

(IV) was ever the legal representative of a company or an enterprise whose Business License was revoked or which was ordered to close down due to illegal activities and was responsible for such illegal activities, and it is less than three years since the revocation of Business License or the date of the close-down order of the said company or enterprise;

(V) being listed as a dishonest person subject to enforcement by the people’s court due to his/her failure to pay off a relatively large amount of due debts; |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
	(VI) was ever the officer-in-charge of a stock exchange or securities registration and clearing institution or Director, supervisor or senior management of a securities firm who was dismissed for any act against the law or relevant discipline, and it is less than five years since the said dismissal;

(VII) was ever a lawyer, certified public accountant or a professional of other securities service institutions whose certified certificates or qualifications were revoked for any act against the law or relevant discipline, and it is less than five years since the said revocations of certificates or disqualifications;

(VIII) was employee of stock exchange, securities registration and clearing institution, securities service provider or securities company and functionary of State organ discharged for violating the law or rules of discipline;

(IX) was functionary of State organ, or other person prohibited by laws or administrative regulations from concurrently holding position in the Company;

(X) was banned from the market by securities regulatory authority and has not been relieved of the ban;

(XI) was given an administrative penalty by financial regulatory departments due to serious violation of laws or regulations, and it is less than three years since completion of execution of such penalty;

(XII) has been less than three years from the day when the person's professional qualification is revoked by the CSRC; | (VI) was ever the officer-in-charge of a stock exchange or securities registration and clearing institution or Director, supervisor or senior management of a securities firm who was dismissed for any act against the law or relevant discipline, and it is less than five years since the said dismissal;

(IX) was functionary of State organ, or other person prohibited by laws or administrative regulations from concurrently holding position in the Company;

(X) was banned from the market by securities regulatory authority and has not been relieved of the ban;

(XI) was given an administrative penalty by financial regulatory departments or has been subject to a ban from the securities market imposed by the CSRC due to serious violation of laws or regulations, and it is less than five years since completion of execution of such penalty; |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
	(XIII) has been less than two years from the day when such person is identified as unfit for a position by the CSRC;

(XIV) is under investigation by the judiciary authority for violation of the criminal law;

(XV) is disqualified as corporate leader in laws and regulations;

(XVI) is not a natural person;

(XVII) was ruled by the relevant regulatory authority that he/she has violated the relevant securities regulations and committed any fraudulent or dishonest act, and such ruling was made less than five years ago;

(XVIII) other circumstances as stipulated in laws, regulations, or the listing rules at the place where the Company’s shares are listed. | (XII) has had his/her fund practitioner qualification revoked by the CSRC or canceled by the Asset Management Association of China within the past five years;

(XIII) has been deemed an inappropriate candidate by the CSRC, or is subject to disciplinary sanctions imposed by an industry association deeming the person unfit to engage in relevant business, where the sanction period has not yet expired;

(XIV) has been publicly determined by a stock exchange to be unfit to serve as a director or senior management member of a listed company, where the disqualification period has not yet expired;

(XV) is under investigation by an administrative authority for suspected violations of laws or regulations, or under criminal investigation by a judicial authority, where no final conclusion has been reached;

(XVI) is disqualified as corporate leader in laws and regulations;

(XVII) is not a natural person;

(XVIII) was ruled by the relevant regulatory authority that he/she has violated the relevant securities regulations and committed any fraudulent or dishonest act, and such ruling was made less than five years ago;

(XIX) other circumstances as stipulated in laws, regulations, or the listing rules at the place where the Company’s shares are listed. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
	Any election, appointment of Directors, supervisors, or appointment of general manager or other senior management in violation of the above provisions shall be invalid. The Company shall remove the Director, supervisor, general manager and other senior management if he is involved in the said circumstances during his term of office.	Any election, appointment of Directors, or appointment of general manager or other senior management in violation of the above provisions shall be invalid. The Company shall remove the Director, general manager and other senior management if he is involved in the said circumstances during his term of office.
86	Article 282 The financial report of the Company shall be available at the Company’s premises for shareholders’ inspection 20 days before the date of the annual general meeting. Each shareholders of the Company shall have the right to obtain the financial report mentioned in this chapter.

The Company shall at least post the copy of financial report and balance sheet (including each file shall be included as appendix for the balance sheet as specified by applicable law) as well as income statement, statement of income and expenditure or summary financial report to each shareholders of the overseas listed foreign shares by prepaid mail 21 days prior to the annual general meeting, and the addresses of recipient shall be the addresses appear on the register of shareholders. | Article 260 The financial report of the Company shall be available at the Company’s premises for shareholders’ inspection 20 days before the date of the annual general meeting. Each shareholders of the Company shall have the right to obtain the financial report mentioned in this chapter. |
| 87 | Article 286 ……If the general meeting, in violation of the provision, distributes profits to shareholders before recovering losses and contributing to statutory surplus reserve, the profits thus distributed shall be returned to the Company.

The shares of the Company held by the Company shall not be subject to profit distribution. | Article 264 …… Where the shareholders’ meeting distributes profits to shareholders in violation of the provisions of the Company Law, the profits thus distributed shall be returned to the Company, and the shareholders and the liable Directors, and senior management shall be liable for compensation if any loss is caused to the Company.

The shares of the Company held by the Company shall not be subject to profit distribution. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
88	Article 289 The surplus reserve of the Company shall be used for making up losses, expanding the production and business scale or increasing the capital of the Company. But capital reserve will not be used to recover losses of the Company.

When the general meeting resolves to convert the surplus reserve into share capital, new shares shall be distributed to the shareholders on pro rata basis. However, upon conversion of statutory surplus reserve into share capital, the amount remaining in the statutory surplus reserve may not fall below 25 percent of the registered capital. | Article 267 The surplus reserve of the Company shall be used for making up losses, expanding the production and business scale or increasing the registered capital of the Company.

Where the surplus reserve of the Company is used for making up losses, the discretionary reserve and statutory reserve shall be firstly used. If losses still cannot be made up, the capital reserve can be used according to the relevant provisions.

When the shareholders’ meeting resolves to convert the surplus reserve into share capital, new shares shall be distributed to the shareholders on pro rata basis. However, upon conversion of statutory surplus reserve into share capital, the amount remaining in the statutory surplus reserve may not fall below 25 percent of the registered capital. |
| 89 | Section 3 Audit | Section 3 Internal Audit |
| 90 | Article 298 The Company maintains internal audit system. | Article 276 The Company maintains internal audit system, which shall clearly define the leadership structure, responsibilities and authorities, staffing, funding guarantee, application of audit results, and accountability investigation for internal audit work. The internal audit system of the Company shall be implemented upon approval by the Board and shall be disclosed to the public. |
| 91 | Article 299 The internal audit department shall be independent from various business departments and branches, independently implement its functions of supervision and examination such as compliance review, financial auditing, business auditing and risk control, and be responsible for proposing suggestions for improving internal control and urging relevant responsible units to make improvement in time. The internal audit department shall be accountable to the Board of the Company and shall report the building and implementation of the Company’s internal control to the supervisory committee and senior management. | Article 277 The internal audit department shall be independent from various business departments and branches, independently implement its functions of supervision and examination such as compliance review, financial auditing, business auditing and risk control, and be responsible for proposing suggestions for improving internal control and urging relevant responsible units to make improvement in time. The internal audit department shall be accountable to the Board of the Company and shall report the building and implementation of the Company’s internal control to senior management. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
92	Newly added	Article 278 The Company’s internal audit department shall conduct supervisory inspections of the Company’s business activities, including risk management, internal control, and financial information.

In the course of supervising and inspecting the Company’s business activities, risk management, internal control, and financial information, the internal audit department shall be subject to the supervision and guidance of the audit committee. If the internal audit department identifies any major issues or leads, it shall immediately report them directly to the audit committee.

The internal audit department shall be responsible for the specific organizing and implementing of the assessment of the Company’s internal control. Based on the evaluation report and relevant materials prepared by the internal audit department and reviewed by the audit committee, the Company shall issue the annual internal control evaluation report.

The internal audit department shall actively cooperate with and provide necessary support and collaboration to the audit committee in its communications with accounting firms, national audit authorities, and other external audit institutions.

The audit committee shall participate in the performance evaluation of the person in charge of the internal audit department. |
| 93 | Article 304 The Company shall appoint a qualified independent accounting firm which is qualified under relevant stipulations of the State to audit the annual financial reports and other financial reports of the Company. | Article 283 The Company shall appoint a qualified independent accounting firm which is qualified under relevant stipulations of the State to audit the annual financial reports and other financial reports of the Company. The Company shall ensure that the accounting firm it engages is provided with true and complete accounting vouchers, accounting books, financial and accounting reports, and other accounting information, and shall not refuse to provide, conceal, or falsify such information. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
94	Article 307 If there is any vacancy in the position of the Company’s accounting firm, the Board shall appoint an accounting firm to fill the vacancy prior to the convening of the general meeting. During period of vacancy, any other accounting firms engaged by the Company, may continue to act.	Article 286 The appointment and dismissal of the accounting firm shall be determined by the shareholders’ meeting. The Board shall not appoint an accounting firm before such decision is made by the shareholders’ meeting.
95	Article 309 The remunerations of the accounting firm and payment method shall be decided by the general meeting. The remunerations of the accounting firm appointed by the Board shall be determined by the Board.	Article 288 The audit service fees of the accounting firm shall be determined by an ordinary resolution of the shareholders’ meeting.
96	Article 310 Appointment, removal or non-retention of the accounting firm shall be subject to decision at the general meeting and shall be filed with the securities regulatory authority under the State Council.

To adopt a resolution, where the general meeting appoints another accounting firm to fill any vacancy, or continues to appoint an accounting firm which is employed to fill in any vacancy or remove an accounting firm before the expiry of its term of office, it shall comply with the followings:

(I) The proposal on appointment or removal shall be sent to the accounting firm that is to be appointed, removed or has been removed in the financial year prior to the issuance of notice of general meeting.

The leaving of an accounting firm may refer to the removal, resignation or retirement of such firm. …… | Article 289 Appointment, removal or non-retention of the accounting firm shall be subject to decision made by ordinary resolution at the shareholders’ meetings and shall be filed with the securities regulatory authority under the State Council.

To adopt a resolution, where the shareholders’ meeting appoints another accounting firm to fill any vacancy, or remove an accounting firm before the expiry of its term of office, it shall comply with the followings:

The leaving of an accounting firm may refer to the removal, resignation or retirement of such firm. …… |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
97	Article 311 Where the Company removes or does not continue appointing the accounting firm, prior notice shall be given to the accounting firm, and the accounting firm shall be entitled to state its opinions to the general meeting. Where the accounting firm tenders its resignation, they shall state to the general meeting whether the Company has anything inappropriate action.	Article 290 When the Company removes or does not continue appointing the accounting firm, a 10-day notice must be given to the accounting firm, and the accounting firm shall be given an opportunity to express its opinions when the shareholders’ meeting of the Company votes on its dismissal. Where the accounting firm tenders its resignation, they shall state to the shareholders’ meeting whether the Company has anything inappropriate cases.
98	Newly added	Article 294 Where the Company merges with another company in which the former holds not less than 90% of the shares, unless it is otherwise provided for in these Articles of Association, and by the stock exchange and the securities regulatory authority at the place where the Company’s securities are listed, the merged company is not required to adopt a resolution at the shareholders’ meeting, but shall notify other shareholders, who have the right to request the Company to acquire their equity or shares at a reasonable price.

If the price paid for the merger of the Company is not more than 10% of the net assets of the Company, it is not required to adopt a resolution at the shareholders’ meeting, unless it is otherwise provided for in these Articles of Association, and by the stock exchange and the securities regulatory authority at the place where the Company’s securities are listed.

For the merger of the Company as provided for in the preceding two paragraphs, a resolution of the Board shall be adopted instead of a resolution of the shareholders’ meeting. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
99	Article 316 The Company may be merged and divided in accordance with the laws.

Companies may be merged by acquisition or consolidation. One company absorbing another company is merger by acquisition, and the company being absorbed shall be dissolved. Merger of two or more companies through establishment of a new company is consolidation, and the companies being consolidated shall be dissolved. |
| 100 | Article 318 In the event of merger or division of the Company, the parties concerned shall conclude a merger or division agreement and prepare balance sheets and property inventories. The Company shall notify its creditors within 10 days and publish an announcement in a newspaper within 30 days after the date of the Company’s merger or division resolution. | Article 298 In the event of merger or division of the Company, the parties concerned shall conclude a merger or division agreement and prepare balance sheets and property inventories. The Company shall notify its creditors within 10 days and publish an announcement in a newspaper or on the National Enterprise Credit Information Publicity System within 30 days after the date of the Company’s merger or division resolution. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
101	Newly added	Article 301 The Company will prepare a balance sheet and a property inventory when decreasing its registered capital.

The Company shall notify all its creditors within 10 days following the resolution of the shareholders’ meeting approving to decrease the registered capital and shall make announcements in newspapers or on the National Enterprise Credit Information Publicity System within 30 days. The creditors shall be entitled to require the Company to repay debts or provide guarantees in favor of such creditors within 30 days after the receipt of the notice, or within 45 days after the announcement for creditors if the creditors haven’t received the notice.

Where the Company reduces its registered capital, it shall reduce the capital contribution or the number of shares in proportion to the shares held by the shareholders, unless it is otherwise prescribed by laws or these Articles of Association.

If the Company still has losses after making up for them in accordance with the provisions of Paragraph 2 of Article 267 of these Articles of Association, it may reduce its registered capital to make up for the losses. If the registered capital is reduced to make up for the loss, the Company shall not make any distribution to the shareholders, nor shall the shareholders be exempted from their obligation to pay the capital contribution or the share capital. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
		If the registered capital is reduced in accordance with the provisions of the preceding paragraph, the provisions of the second paragraph of this Article shall not apply, but the Company shall make announcements in newspapers or on the National Enterprise Credit Information Publicity System within 30 days following the resolution of the shareholders’ meeting approving to decrease the registered capital.

After the Company reduces its registered capital in accordance with the provisions of the preceding two paragraphs, it shall not distribute profits until the accumulated amount of statutory reserve and discretionary reserve reaches 50% of the Company’s registered capital. |
| 102 | Newly added | Article 302 When the Company reduces its registered capital in violation of the Company Law and other relevant regulations, its shareholders shall refund the funds they have received, and if the capital contributions of the shareholders are reduced or exempted, such capital contributions shall be restored to the original status; if any loss is caused to the Company, the shareholders and the liable Directors, and senior management shall bear the liability for compensation. |
| 103 | Newly added | Article 303 When the Company issues new shares to increase its registered capital, its shareholders shall not have the preemptive right, unless it is otherwise provided in these Articles of Association or the shareholders’ meeting resolves that the shareholders enjoy the preemptive right. |

95 -

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
104	Article 321 Change in registered particulars arising from merger or division of the Company shall be registered with the company registration authority according to law. If the Company is dissolved, it shall be deregistered according to law. If a new company is established, such establishment shall be registered according to law.	Article 304 Change in registered particulars arising from merger or division of the Company shall be registered with the company registration authority according to law. If the Company is dissolved, it shall be deregistered according to law. If a new company is established, such establishment shall be registered according to law.

Where the Company increases or reduces its registered capital, it shall, in accordance with the law, go through the procedures for change registration with the company registration authority. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
105	Article 322 In any of the following circumstances, the Company shall be dissolved and liquidated according to law upon approval by the securities regulatory authority of the State:

(I) Circumstance for dissolution specified in these Articles of Association arises;

(II) The general meeting resolves dissolution;

(III) Merger or division of the Company entails dissolution;

(IV) The business license is revoked according to law, or the Company is ordered to close or is cancelled;

(V) If the Company gets into serious trouble in operations and management and continuation may incur material losses of the interests of the shareholders, and no solution can be found through any other channel, the shareholders holding more than 10% of the total voting rights of the Company may request the People’s Court to dissolve the Company according to law;

(VI) The Company is declared bankrupt according to law because it is unable to pay its debts as they fall due. | Article 305 In any of the following circumstances, the Company shall be dissolved and liquidated according to law upon approval by the securities regulatory authority of the State:

(I) The business term prescribed in these Articles of Association expires or other dissolution events as provided in these Articles of Association occur;

(II) The shareholders’ meeting resolves dissolution;

(III) Merger or division of the Company entails dissolution;

(IV) The business license is revoked according to law, or the Company is ordered to close or is cancelled;

(VI) The Company is declared bankrupt according to law because it is unable to pay its debts as they fall due.

If any of the situations as mentioned in the preceding paragraph arises, the Company shall publicize the situations through the National Enterprise Credit Information Publicity System within ten days. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
106	Article 323 In the circumstance set out in the preceding article subparagraph (I), the Company may continue to subsist by amending the Articles of Association.

An amendment to the Articles of Association according to the provisions as mentioned in the preceding paragraph requires affirmative votes by at least two-thirds of the votes held by shareholders attending the general meeting. | Article 306 In the circumstance set out in the preceding article subparagraph (I), and subparagraph (II), and the Company has not distributed the assets to its shareholders yet, it may continue to subsist by amending these Articles of Association or upon a resolution of the shareholders’ meeting.

An amendment to these Articles of Association or a resolution of the shareholders’ meeting according to the provisions as mentioned in the preceding paragraph requires affirmative votes by at least two-thirds of the votes held by shareholders attending the shareholders’ meeting. |
| 107 | Article 324 If the Company is dissolved pursuant to subparagraph (I), (II), (IV) or (V) of Article 322 hereof, it shall establish a liquidation committee within 15 days after the dissolution circumstance arises. The liquidation committee shall comprise members determined by the Directors or the general meeting. If the liquidation committee is not duly set up, the creditors may request the People’s Court to designate related persons to form a liquidation committee to carry out liquidation.

Where relevant laws and regulations provide special regulations on dissolution and liquidation, it shall be carried out according to the relevant provisions. | Article 307 If the Company is dissolved pursuant to subparagraph (I), (II), (IV) or (V) of Article 305 hereof, it shall be liquidated. The Directors, who are the liquidation obligors of the Company, shall form a liquidation group to carry out liquidation within 15 days from the date of occurrence of the cause of dissolution.

The liquidation group shall be composed of the Directors, unless it is otherwise provided for in these Articles of Association or it is otherwise elected by the shareholders’ meeting. The liquidation obligors shall be liable for compensation if they fail to fulfill their obligations of liquidation in a timely manner, and thus any loss is caused to the Company or the creditors.

Where relevant laws and regulations provide special regulations on dissolution and liquidation, it shall be carried out according to the relevant provisions. |
| 108 | Article 328 The liquidation committee shall notify all creditors within 10 days after its establishment and shall make announcements in newspapers within 60 days. | Article 311 The liquidation group shall notify its creditors within 10 days as of its formation and publish an announcement in a newspaper or on the National Enterprise Credit Information Publicity System within 60 days. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
109	Article 330 After the liquidation group has examined the assets of the Company and prepared a balance sheet and a property inventory, it shall formulate a liquidation proposal and submit it to the general meeting or the relevant competent authority and People’s Court for confirmation.	Article 313 After the liquidation group has examined the assets of the Company and prepared a balance sheet and a property inventory, it shall make a liquidation plan and submit it to the shareholders’ meeting or the relevant competent authority and People’s Court for confirmation.
110	Article 331 The assets of the Company shall be settled in the following order:
(I) payment of the liquidating expenses;
(II) payment of the employees’ salaries, social insurance expenses and statutory compensations;
(III) payment of outstanding taxes;
(IV) payment of the Company debts.

The Company shall distribute the properties of the Company remaining after payments have been made in accordance with the previous paragraph in proportion to the shares held by the shareholders.

In the liquidation period, the Company cannot conduct new business. | Article 314 The assets of the Company shall be settled in the following order:
(I) payment of the liquidating expenses;
(II) payment of the employees’ salaries, social insurance expenses and statutory compensations;
(III) payment of outstanding taxes;
(IV) payment of the Company debts.

The Company shall distribute the properties of the Company remaining after payments have been made in accordance with the previous paragraph in proportion to the shares held by the shareholders.

The Company shall subsist in the course of liquidation but shall not conduct any business operations unrelated to liquidation.

No distribution shall be made to the shareholders before the Company’s assets have been used to settle the debts in accordance with the preceding paragraph. |
| 111 | Article 332 After the liquidation group has examined the assets of the Company and prepared a balance sheet and a property inventory, if it believes that the Company’s assets are insufficient to repay its debts in full, it shall immediately apply to the People’s Court to declare the Company bankrupt. Following a ruling by the People’s Court that the Company is bankrupt, the liquidation committee shall transfer to the People’s Court all matters relating to the liquidation. | Article 315 After the liquidation group has examined the assets of the Company and prepared a balance sheet and a property inventory, if it discovers that the Company’s assets are insufficient to repay its debts in full, it shall immediately apply to the People’s Court to declare the Company’s bankruptcy liquidation according to law. After the People’s Court accepts the bankruptcy application, the liquidation group shall transfer the liquidation matters to the bankruptcy administrator designated by the People’s Court. |

– 99 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
112	Article 334 Members of the liquidating group shall honestly perform their duties, carry out their liquidating obligations in accordance with the laws, and cannot abuse their official powers to accept bribes or other unlawful income, and not to expropriate the Company’s property.

A committee member who causes loss to the Company or its creditors due to his intentional misconduct or gross negligence shall be liable for damages. | Article 317 Members of the liquidation group shall owe a duty of loyalty and a duty of diligence in performing their liquidation duties. Where a member of the liquidation group fails to diligently perform his or her liquidation duties and causes losses to the Company, he or she shall be liable for compensation; where losses are caused to creditors due to willful misconduct or gross negligence, he or she shall also be liable for compensation. |
| 113 | Article 342 …… (II) an “actual controller” refers to anyone who is not a shareholder but is able to hold control of the acts of the Company by means of investment relations, agreements or any other arrangements. …… | Article 325 …… (II) an “actual controller” refers to any natural person, legal person or other organization who is able to hold control of the acts of the Company by means of investment relations, agreements or any other arrangements. …… |
| 114 | Newly added | Article 330 The annexes to these Articles of Association shall include the Rules of Procedures for the Shareholders’ Meeting and the Rules of Procedures for the Board of Directors. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of Amendments to the Rules of Procedures for General Meetings

No.	Before amendments	After amendments
1	Article 2 The general meeting shall be the authority of the Company and shall exercise the following functions and powers according to law: (I) to decide the business operation policies and investment plan for the Company; (II) to elect and change Directors and supervisors who are not employees' representatives, and resolve on the remunerations of Directors and supervisors; (III) to examine and approve reports of the Board; (IV) to examine and approve reports of the Supervisory committee; (V) to examine and approve the annual financial budgets and final accounting plans of the Company; (VI) to examine and approve the Company's profit distribution plan and loss recovery plan; (VII) to resolve on increase or decrease of the registered capital of the Company; (VIII) to resolve on issuance of bonds of the Company;	Article 2 The shareholders' meeting of the Company shall be composed of all shareholders. The shareholders' meeting shall be the authority of the Company and shall exercise the following functions and powers according to law: (I) to elect and change Directors who are not employees' Directors, and resolve on the remunerations of Directors; (II) to examine and approve reports of the Board; (III) to examine and approve the Company's profit distribution plan and loss recovery plan; (IV) to resolve on increase or decrease of the registered capital of the Company; (V) to resolve on issuance of bonds of the Company;

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
	(IX) to resolve on the merger, division, dissolution, liquidation or transformation of the Company;
(X) to amend the Articles of Association;
(XI) to appoint, remove or not renew the accounting firms;
(XII) to examine and approve the external guarantees of the Company that require the approval by the general meetings;
(XIII) to consider the Company's purchase or disposal of major assets within one year of an aggregate value exceeding 30% of the latest audited total assets of the Company;
(XIV) to examine and approve matters relating to the changes in the use of proceeds from share offerings;
(XV) to consider equity incentive scheme;
(XVI) to review and approve the shareholding plans of the Company's Directors, supervisors, senior management or employees;
(XVII) to consider proposals of shareholders holding no less than 3% (inclusive) in aggregate of the Company's shares;	(VI) to resolve on the merger, division, dissolution, liquidation or transformation of the Company;
(VII) to amend the Articles of Association;
(VIII) to resolve on the engagement and dismissal of the accounting firm undertaking the Company's audit business;
(IX) to examine and approve the external guarantees of the Company that require the approval by the shareholders' meetings;
(X) to consider the Company's purchase or disposal of major assets within one year of an aggregate value exceeding 30% of the latest audited total assets of the Company;
(XI) to examine and approve matters relating to the changes in the use of proceeds from share offerings;
(XII) to consider equity incentive scheme and employee stock ownership plans;
(XIII) to consider proposals of shareholders holding no less than 1% (inclusive) in aggregate of the Company's shares;

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
	(XVIII) to review other matters that should be decided by the general meeting as stipulated by laws, administrative regulations, securities regulatory provisions of the place where the Company's stocks are listed and the Company's Articles of Association. Resolutions of the general meeting has to be reported to the securities regulatory authority of the State and shall take effect after approval; in relation to changes which involve registered matters, it shall go through registration formalities for the alteration in accordance with the laws.	(XIV) to review other matters which, in accordance with laws, administrative regulations, department rules or Articles of Association, shall be approved at a shareholders' meeting.

The shareholders' meeting may authorize the Board to adopt a resolution regarding issuance of corporate bonds.

Resolutions of the shareholders' meeting has to be reported to the securities regulatory authority of the State and shall take effect after approval; in relation to changes which involve registered matters, it shall go through registration formalities for the alteration in accordance with the laws.

The Company may issue stocks or corporate bonds convertible into stocks by resolution of the shareholders' meeting, or by resolution of the Board as authorized by the Articles of Association and the shareholders' meeting. The specific implementation shall comply with the laws, administrative regulations, and rules of the CSRC and the stock exchange.

Except as otherwise provided by laws, administrative regulations, and rules of the CSRC and the stock exchange, the above functions of the shareholders' meeting shall not be performed by the Board or any other body or individual in the form of authorization. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
2	Article 3 The following external guarantees to be given by the Company shall be examined and approved by the shareholders’ meeting.

(I) provision of any external guarantee by the Company and its subsidiaries, the total amount of which exceeds 50% of the latest audited net assets of the Company;

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

(III) provision of guarantee by the Company within one year, the total amount of which exceeds 30% of the latest audited total assets of the Company;

(IV) provision of guarantee to anyone whose liability-asset ratio exceeds 70%;

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

(VI) provision of other guarantees stipulated by laws and regulations, department rules, normative documents or Articles of Association. | Article 3 The following external guarantees to be given by the Company shall be examined and approved by the shareholders’ meeting.

(I) provision of any external guarantee by the Company and its controlled subsidiaries, the total amount of which exceeds 50% of the latest audited net assets of the Company;

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

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

(IV) provision of guarantee to anyone whose liability-asset ratio exceeds 70%;

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

(VI) provision of guarantee to shareholders, actual controller(s), and their related parties;

(VII) provision of other guarantees stipulated by laws and regulations, department rules, normative documents or Articles of Association. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
	The subparagraph (II) of the preceding paragraph requires affirmative votes by at least two-thirds of the votes held by shareholders attending the meeting.

The total amount of external guarantees provided by the Company shall not exceed 20% of the Company’s latest audited net assets. | The subparagraph (II) of the preceding paragraph requires affirmative votes by at least two-thirds of the votes held by shareholders attending the meeting.

The total amount of external guarantees provided by the Company shall not exceed 20% of the Company’s latest audited net assets.

Shares held by the Company do not carry any voting rights, and shall not be counted in the total number of voting shares represented by shareholders present at the shareholders’ meeting. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
3	Article 5 An extraordinary general meeting is held from time to time, and the Company shall convene an extraordinary general meeting within two months subsequent to occurrence of any of the following events:

(I) the number of Directors is less than the number required by the Company Law or is less than two-thirds of the number specified in the Articles of Association;

(II) the unrecovered losses of the Company amount to one-third of the total amount of its paid-up share capital;

(III) shareholder(s) severally or jointly holding more than 10% shares of the Company request(s);

(IV) the Board considers it necessary;

(V) the supervisory committee proposes to convene such meeting;

(VI) other circumstances stipulated by laws and regulations, departmental rules, or the Articles of Association.

If the Company is unable to convene a general meeting within the period as aforesaid, the Company shall report to the dispatched agencies of China Securities Regulatory Commission (the “CSRC”) in the locality of the Company and the Shanghai Stock Exchange, explaining the reason and publish an announcement. | Article 5 An extraordinary general meeting is held from time to time, and the Company shall convene an extraordinary general meeting within two months subsequent to occurrence of any of the following events:

(I) the number of Directors is less than the number required by the Company Law or is less than two-thirds of the number specified in the Articles of Association;

(II) the unrecovered losses of the Company amount to one-third of the total amount of its paid-up share capital;

(III) shareholder(s) severally or jointly holding more than 10% of the Company’s shares (including preferred shares in which the voting rights are restored, etc.) request(s);

(IV) the Board considers it necessary;

(V) the audit committee proposes to convene such meeting;

(VI) other circumstances stipulated by laws and regulations, departmental rules, or the Articles of Association.

If the Company is unable to convene a shareholders’ meeting within the period as aforesaid, the Company shall report to the dispatched agencies of China Securities Regulatory Commission (the “CSRC”) in the locality of the Company and the Shanghai Stock Exchange, explain the reason and publish an announcement. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
4	Article 6 Venue to convene the general meeting of the Company is: the Company’s headquarters or other locations determined by convener. A meeting place shall be set up for the general meeting, and such meetings shall be held in a combination of on-site and online forms. The Company shall facilitate shareholders in the general meeting by offering network, telephone conference or others, as the case may be. Shareholders who participate in the general meeting through above-mentioned ways shall be regarded as attending the meeting.	Article 6 Venue to convene the shareholders’ meeting of the Company is: the Company’s headquarters or other locations determined by convener. A meeting place shall be set up for the shareholders’ meetings, and such meetings shall be held on-site. The Company shall facilitate shareholders in attending the shareholders’ meetings and exercising voting rights electronically by offering network, telephone or video conference or others (including but not limited to, through other electronic facilities), as the case may be.
5	Article 7 The general meeting shall be convened by the Board and shall be presided over by the Chairman. If the Chairman cannot fulfill the duty thereof, the Vice Chairman shall preside over the meeting; if the Vice Chairman cannot fulfill the duty thereof, a Director elected by more than half of Directors shall preside over and act as Chairman of the meeting.

If the Board is unable or fails to fulfill the obligation of convening the meetings of the general meeting, the supervisory committee shall convene and preside over such meetings in a timely manner. If the supervisory committee does not convene or preside over such meetings, the shareholders individually or jointly holding no less than 10% of the shares for no less than 90 consecutive days may convene and preside over such meetings on their own in accordance with laws and regulations, regulatory rules and the Articles of Association. | Article 7 The shareholders’ meeting shall be convened by the Board and shall be presided over by the Chairman. If the Chairman cannot fulfill the duty thereof, the Vice Chairman shall preside over the meeting; if the Vice Chairman cannot fulfill the duty thereof, a Director elected by more than half of Directors shall preside over and act as Chairman of the meeting.

If the Board is unable or fails to fulfill the obligation of convening the meetings of the shareholders’ meeting, the audit committee shall convene and preside over such meetings. If the audit committee does not convene or preside over such meetings, the shareholders individually or jointly holding no less than 10% of the shares (including preferred shares in which the voting rights are restored, etc.) for no less than 90 consecutive days may convene and preside over such meetings on their own in accordance with laws and regulations, regulatory rules and the Articles of Association. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
6	Article 8 Independent non-executive Directors shall be entitled to propose to the Board to convene an extraordinary general meeting. Regarding the proposal of the independent non-executive Directors to convene an extraordinary general meeting, the Board shall, pursuant to relevant laws, regulations, the listing rules at the place where the Company’s shares are listed and the Articles of Association, give a written reply on whether to convene the extraordinary general meeting or not within 10 days after receipt of the proposal.

If the Board agrees to convene the extraordinary general meeting, it shall serve a notice of such meeting within five days after the resolution is made by the Board. If the Board does not agree to hold the extraordinary general meeting, it shall give the reasons and make announcements. | Article 8 The Board shall convene shareholders’ meetings on time within the prescribed time limit. With the consent of more than half of all independent non-executive Directors, independent non-executive Directors shall be entitled to propose to the Board to convene an extraordinary general meeting. Regarding the proposal of the independent non-executive Directors to convene an extraordinary general meeting, the Board shall, pursuant to relevant laws, regulations, the listing rules at the place where the Company’s shares are listed and the Articles of Association, give a written reply on whether to convene the extraordinary general meeting or not within 10 days after receipt of the proposal.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
7	Article 10 Shareholder(s) severally holding 10% (inclusive) or more shares of the Company shall be entitled to request in writing the Board to convene an extraordinary general meeting or class general meeting of the Company. Two or more shareholders aggregately holding 10% (inclusive) or more shares of the Company shall be entitled to sign a written requisition in one or more counterparts in the same form and content, requiring the Board to convene an extraordinary general meeting or class general meeting and state in such written requisition the matters to be discussed at the meeting. The aforesaid number of shares shall be the shares held on the day on which the written requisition is made by the shareholders.

If the Board agrees to convene the extraordinary general meeting, it shall serve a notice of such meeting within five days after the resolution is made by the Board. In the event of any change to the original proposal, the consent of relevant shareholder(s) shall be obtained.

If the Board does not agree to hold the extraordinary general meeting or fails to give a reply within 10 days after receipt of the proposal, shareholder(s) severally or jointly holding no less than 10% shares of the Company shall be entitled to propose in writing to the supervisory committee to convene an extraordinary general meeting. | Article 10 Shareholder(s) severally or jointly holding 10% (inclusive) or more shares (including preferred shares in which the voting rights are restored, etc.) of the Company shall be entitled to request in writing the Board to convene an extraordinary general meeting or class shareholders' meeting of the Company. Two or more shareholders aggregately holding 10% (inclusive) or more shares of the Company shall be entitled to sign a written requisition in one or more counterparts in the same form and content, requiring the Board to convene an extraordinary general meeting or class shareholders' meeting and state in such written requisition the matters to be discussed at the meeting. The aforesaid number of shares shall be the shares held on the day on which the written requisition is made by the shareholders.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
	If the supervisory committee agrees to convene the extraordinary general meeting, it shall serve a notice of such meeting within 5 days after receipt of the said request. In the event of any change to the original request, the consent of relevant shareholder(s) shall be obtained.

If the supervisory committee fails to issue the notice for the general meeting within the specified time, the supervisory committee shall be deemed as failing to convene and preside over the general meeting. The shareholder(s) severally or jointly holding no less than 10% shares of the Company for no less than 90 consecutive days may convene and preside over such meeting. | If the audit committee agrees to convene the extraordinary general meeting, it shall serve a notice of such meeting within 5 days after receipt of the said request. In the event of any change to the original proposal, the consent of relevant shareholder(s) shall be obtained.

If the audit committee fails to issue the notice for the shareholders’ meeting within the specified time, the audit committee shall be deemed as failing to convene and preside over the shareholders’ meeting. The shareholder(s) severally or jointly holding no less than 10% shares (including preferred shares in which the voting rights are restored, etc.) of the Company for no less than 90 consecutive days may convene and preside over such meetings. |
| 8 | Article 11 Where the supervisory committee or shareholders decide to convene a general meeting on its/their own, it/they shall notify the Board in writing and file relevant evidential documents with the Shanghai Stock Exchange.

The Shareholders who convene the general meeting shall hold no less than 10% shares of the Company any resolution is made at such meeting.

The supervisory committee or the convening shareholders shall, when the notice of general meeting or announcement of resolutions of general meeting is issued, submit relevant evidential documents to the stock exchange. | Article 11 Where the audit committee or shareholders decide to convene a shareholders’ meeting on its/their own, it/they shall notify the Board in writing and file relevant evidential documents with the Shanghai Stock Exchange.

The audit committee or the convening shareholders shall, when the notice of shareholders’ meeting or announcement of resolutions of shareholders’ meeting is issued, submit relevant evidential documents to the stock exchange.

The Shareholders who convene the shareholders’ meetings shall hold no less than 10% shares (including preferred shares in which the voting rights are restored, etc.) of the Company before announcements of the relevant resolutions are made. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
9	Article 12 For the general meeting convened by the supervisory committee or shareholders on its/their own, the Board and secretary to the Board shall cooperate. The Board shall provide the register of shareholders on the equity registration date. Where the Board fails to provide the register of shareholders, the convener may apply to the securities depository and clearing institution to obtain such register of shareholders with the announcement on convening the general meeting. The register of shareholders obtained by the convener shall not be used for any purpose other than convening a general meeting.	Article 12 For the shareholders' meeting convened by the audit committee or shareholders on its/their own, the Board and secretary to the Board shall cooperate. The Board shall provide the register of shareholders on the equity registration date. Where the Board fails to provide the register of shareholders, the convener may apply to the securities depository and clearing institution to obtain such register of shareholders with the announcement on convening the shareholders' meeting. The register of shareholders obtained by the convener shall not be used for any purpose other than convening a shareholders' meeting.
10	Article 14 Where the Company convenes a general meeting, a written notice shall be given by the convener 20 business days prior to the date of the general meeting to notify all the shareholders in the register of shareholders of the matters to be considered, as well as the date and venue of the meeting; In case of an extraordinary general meeting, the shareholders shall be notified no less than 10 business days or 15 days prior to (whichever is longer) the date of meeting. When calculating the above-mentioned period, the date of the meeting shall not be included.	Article 14 Where the Company convenes a shareholders' meeting, the convener shall notify all the shareholders by way of announcement not less than 20 days prior to the date of the annual general meeting to notify all the shareholders in the register of shareholders of the matters to be considered, as well as the date and venue of the meeting; In case of an extraordinary general meeting, the shareholders shall be notified no less than 15 days prior to the date of meeting. When calculating the above-mentioned period, the date of the meeting shall not be included. Where a notice of the Company is served by announcement, the notice shall be deemed as received by the relevant persons once it is published.
11	Article 15 The notice of the general meeting shall include the following contents: (I) date, place and duration of the meeting; (II) resolutions and matters to be considered in the meeting;	Article 15 The notice the shareholders' meeting shall include the following contents: (I) time, place and duration of the meeting; (II) resolutions and matters to be considered in the meeting;

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
	(III) such information and explanation as are necessary for shareholders to make an informed decision on the matters to be considered, including (but not limited to) proposed merger, buyback of shares, capital reorganization, or other restructuring plan of the Company, specific terms of the contract (if any) for the proposed transaction and the explanation of the causes and consequences of the transactions;	(III) such information and explanation as are necessary for shareholders to make an informed decision on the matters to be considered, including (but not limited to) proposed merger, buyback of shares, capital reorganization, or other restructuring plan of the Company, specific terms of the contract (if any) for the proposed transaction and the explanation of the causes and consequences of the transactions;
	(IV) if any Director, supervisor, general manager and other senior management has a material interest in any matter to be considered, the notice shall disclose the nature and extent of his/her interest and the difference of the effects of the proposed matters on them in their capacity as shareholders from the effects on other shareholders of the same class, if any;	(IV) if any Director, general manager and other senior management has a material interest in any matter to be considered, the notice shall disclose the nature and extent of his/her interest and the difference of the effects of the proposed matters on them in their capacity as shareholders from the effects on other shareholders of the same class, if any;
	(V) the full text of any special resolution to be proposed at the meeting;	(V) the full text of any special resolution to be proposed at the meeting;
	(VI) a conspicuous statement that a shareholder entitled to attend and vote at the meeting is entitled to appoint proxy or proxies to attend and vote and that the proxy need not to be a shareholder;	(VI) a conspicuous statement that all ordinary shareholders (including preferred shareholders in which the voting rights are restored) and those holding shares with special voting rights are entitled to attend the shareholders' meetings in person or appoint a proxy or proxies in writing to attend and vote and that the proxy(ies) need not to be a shareholder;
	(VII) stating the delivery time and place for lodging proxy forms for the meeting;	(VII) stating the delivery time and place for lodging proxy forms for the meeting;

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
	(VIII) the record date of the shareholders entitled to attend the general meeting;
(IX) points for attention to attend the meeting;
(X) names and phone numbers of the contact person for the meeting;
(XI) the time and procedures for voting by online voting or other methods shall be explicitly stated in the notice of the general meeting if the online voting or other methods of voting are adopted.

The interval between equity registration date and the date of the general meeting shall not be more than seven working days. The equity registration date shall not be changed once confirmed.

Online voting or other voting methods shall commence no earlier than 3:00 p.m. of the day prior to the date of the general meeting but no later than 9:30 a.m. on the date of the general meeting and it shall not terminate earlier than 3:00 p.m. on the date of conclusion of the general meeting. | (VIII) the record date of the shareholders entitled to attend the shareholders’ meeting;
(IX) points for attention to attend the meeting;
(X) names and phone numbers of the contact person for the meeting;
(XI) the time and procedures for voting by online voting or other methods shall be explicitly stated in the notice of the shareholders’ meetings if the online voting or other methods of voting are adopted.

The interval between equity registration date and the date of the shareholders’ meeting shall not be more than seven working days. The equity registration date shall not be changed once confirmed.

Online voting or other voting methods shall commence no earlier than 3:00 p.m. of the day prior to the date of the shareholders’ meetings but no later than 9:30 a.m. on the date of the shareholders’ meetings and it shall not terminate earlier than 3:00 p.m. on the date of conclusion of the shareholders’ meetings. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
	Notice and supplementary notice of the general meeting shall disclose fully and completely of the specific contents of all matters. Where the matters to be considered require the independent non-executive Director’s opinions, the independent non-executive Director’s opinions and reasons shall be disclosed as well in the notice and supplementary notice of the general meeting.

The notices of the general meeting shall be delivered to all shareholders (whether or not entitled to vote thereat) by any means permitted by the stock exchange where the shares of the Company are listed (including but not limited to mail, email, fax, announcement, and release on the website of the Company or the website of the stock exchange where the shares of the Company are listed). The notices of general meeting shall be delivered by personal delivery or prepaid mail, and the address of the recipient shall be the address appearing on the register of shareholders. The general meeting shall notify the domestic shareholders through public notice.

Article 16 The public notice in the preceding paragraph shall be published in one or more newspapers specified by securities regulatory authority of the State Council. Once the notice is published, all shareholders shall be deemed to have received the relevant notice of the general meeting. | Notice and supplementary notice of the shareholders’ meetings shall disclose fully and completely of the specific contents of all matters.

Article 16 The notices of the shareholders’ meeting shall be delivered to all shareholders (whether or not entitled to vote thereat) by any means permitted by the stock exchange where the shares of the Company are listed (including but not limited to mail, email, fax, announcement, and release on the website of the Company or the website of the stock exchange where the shares of the Company are listed). The notices of shareholders’ meeting shall be delivered by personal delivery or prepaid mail, and the address of the recipient shall be the address appearing on the register of shareholders. The shareholders’ meeting shall notify the domestic shareholders through public notice.

The public notice in the preceding paragraph shall be published in one or more newspapers specified by securities regulatory authority of the State Council. Once the notice is published, all shareholders shall be deemed to have received the relevant notice of the shareholders’ meeting. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
12	Article 25 The proxy form that a shareholder issues to appoint another person to attend a general meetings on his/her behalf shall contain the following particulars: (I) the name of the proxy; (II) indication of whether voting power is granted; (III) instructions on voting for, against or abstaining from voting for each of the matters listed on the agenda to be discussed at the general meeting; (IV) the issuing date and effective period of proxy form; (V) signature (or seal) of the principal. For a corporate shareholder, the proxy form shall be affixed with corporate seal. The proxy form shall indicate that whether the proxy may vote at his/her own discretion in the absence of specific instructions from the shareholder.	Article 25 The proxy form that a shareholder issues to appoint another person to attend a shareholders' meeting on his/her behalf shall contain the following particulars: (I) the name of the principal, and the class and number of shares held in the Company; (II) the name of the proxy; (III) specific instructions of shareholders, including those to vote for, against or abstaining from voting for each of the matters listed on the agenda to be discussed at the shareholders' meetings; (IV) the issuing date and effective period of proxy form; (V) signature (or seal) of the principal. For a corporate shareholder, the proxy form shall be affixed with corporate seal. The proxy form shall indicate that whether the proxy may vote at his/her own discretion in the absence of specific instructions from the shareholder.

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
13	Article 31 The Chairman shall preside over and act as chairman of the general meetings. If the Chairman cannot or does not fulfill the duty thereof, the Vice Chairman shall preside over the meeting; if the Vice Chairman cannot or does not fulfill the duty thereof, a Director elected by more than half of Directors shall preside over and act as Chairman of the meeting.

Where the general meeting is convened by the supervisory committee, the chairman of the supervisory committee shall preside over and act as chairman of the meeting. If the chairman of the supervisory committee cannot or does not fulfill the duty thereof, a supervisor elected by more than half of the supervisors shall preside over and act as chairman of the meeting.

Where the general meeting is convened by the shareholders, the convener shall elect a representative to preside over and act as chairman of the meeting. If for any reason the shareholders cannot elect a person to act as chairman, the shareholder (including agent thereof) holding the most shares among the attending shareholders shall act as chairman of the meeting.

Where a general meeting is held and the chairman of the meeting violates the rules of procedure which makes it difficult for the general meeting to continue, a person may be elected by more than half of the attending shareholders having the voting rights to act as chairman. | Article 31 The Chairman shall preside over and act as chairman of the shareholders' meetings. If the Chairman cannot or does not fulfill the duty thereof, the Vice Chairman shall preside over the meeting; if the Vice Chairman cannot or does not fulfill the duty thereof, a Director elected by more than half of Directors shall preside over and act as chairman of the meeting.

Where the shareholders' meetings is convened by any of the shareholders, the convener or his/her representative shall preside over and act as chairman of the meeting. If for any reason the shareholders cannot elect a person to act as chairman, the shareholder (including his/her agent thereof) holding the most shares among the attending shareholders shall act as chairman of the meeting.

Where a shareholders' meeting is held and the chairman of the meetings violates the rules of procedures which makes it difficult for the shareholders' meeting to continue, a person may be elected by more than half of the attending shareholders having the voting rights to act as chairman. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
14	Article 33 All Directors, supervisors and secretary to the Board shall attend general meetings of the Company, and the general manager and other senior management shall be present at the general meetings.	Article 33 If the shareholders’ meetings demand a Director or senior management to attend the meetings as a non-voting delegate, he/she shall do so and answer shareholders’ inquiries. The Directors and senior management shall provide explanations and clarifications in response to shareholders’ inquiries and suggestions at the shareholders’ meetings.
15	Article 36 Where the Company convenes a general meeting, the Board, the supervisory committee, and the shareholder(s) severally or jointly holding no less than 3% shares of the Company may make proposals to the general meeting.	Article 36 Where the Company convenes a shareholders’ meeting, the Board, audit committee, and shareholder(s) severally or jointly holding no less than 1% shares (including preferred shares in which the voting rights are restored, etc.) of the Company may make proposals to the Company.
16	Article 37 Shareholder(s) severally or jointly holding no less than 3% shares of the Company may submit written provisional proposals to the convener 10 days before a general meeting is convened. The convener shall serve a supplementary notice of general meeting within two days after receipt of such proposal. The content of the provisional proposal shall fall within the authority of the general meeting and have clear topics and specific resolution matters.
Save as specified in the preceding paragraph, the convener shall not change the proposal set out in the notice of general meeting or add any new proposal after the said notice is served.
The general meeting shall not vote or pass resolutions on proposals not listed in the notice of the general meeting not in conformity with Article 38 of the Rules.	Article 37 Shareholder(s) severally or jointly holding no less than 1% shares of the Company may submit written provisional proposals to the convener 10 days before a shareholders’ meeting is convened. The convener shall serve a supplementary notice of shareholders’ meeting to other shareholders within two days after receipt of such proposal, announce the content of the provisional proposal, and submit the provisional proposal to the shareholders’ meeting for deliberation. This provision shall not apply if the provisional proposal is in violation of any law, administrative regulation or the Articles of Association or fails to fall into the scope of functions of the shareholders’ meeting.
Save as specified in the preceding paragraph, the convener shall not change the proposal set out in the notice of shareholders’ meeting or add any new proposal after the said notice is served.
The shareholders’ meeting shall not vote or pass resolutions on proposals not listed in the notice of the shareholders’ meeting or not in conformity with Article 38 of the Rules.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
17	Article 38 Proposal of the general meeting shall meet the following conditions:
(I) the content shall not conflict with the laws, regulations and provisions of Articles of Association and within the business scope of the Company and the power of the general meeting;
(II) with specific discussion topic and specific matters to be resolved;
(III) being submitted or delivered to the Board in written form.	Article 38 Proposal of the shareholders' meeting shall meet the following conditions:
(I) the content shall comply with the relevant provisions of laws, administrative regulations and these Articles of Association and within the business scope of the Company and the functions and powers of the shareholders' meeting;
(II) with specific discussion topic and specific matters to be resolved;
(III) being submitted or delivered to the Board in written form;
(IV) other conditions stipulated by laws, regulations and standards.
18	Article 40 Shareholders (including proxies) shall exercise their voting rights according to the number of voting shares they represent, with one vote for each share.
If a shareholder has association relationship with matters to be considered at the general meeting, such shareholder shall abstain from voting and number of voting shares held by such shareholder will not be included into total number of voting shares present at the general meeting.
The Company’s shares which are held by the Company do not carry any voting rights, and shall not be counted in the total number of voting shares represented by shareholders attending the general meeting.	Article 40 Shareholders (including proxies) shall exercise their voting rights according to the number of voting shares they represent, with one vote for each share.
If a shareholder has association relationship with matters to be considered at the shareholders' meeting, such shareholder shall abstain from voting and number of voting shares held by such shareholder will not be included into total number of voting shares present at the shareholders' meeting.
The Company’s shares which are held by the Company do not carry any voting rights, and shall not be counted in the total number of voting shares represented by shareholders attending the shareholders' meeting.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
	If a shareholder buys voting shares of the Company in violation of the provisions of Article 63 (I) and (II) of the Securities Law, such shares in excess of the prescribed proportion shall not be entitled to exercise voting rights for a period of thirty-six months after the purchase, and shall not be counted in the total number of voting shares represented by shareholders attending the general meeting.

The board of directors, independent non-executive directors, shareholders holding 1% or more of the voting shares or investor protection institutions established pursuant to relevant laws, administrative regulations or the provisions of the CSRC may solicit the voting rights of shareholders, voting rights shall be solicited without consideration and sufficient information shall be disclosed to the shareholders from which the voting rights are solicited. | If a shareholder buys voting shares of the Company in violation of the provisions of Article 63 (I) and (II) of the Securities Law, such shares in excess of the prescribed proportion shall not be entitled to exercise voting rights for a period of thirty-six months after the purchase, and shall not be counted in the total number of voting shares represented by shareholders attending the shareholders' meeting.

The board of directors, independent non-executive directors, shareholders holding 1% or more of the voting shares or investor protection institutions established pursuant to relevant laws, administrative regulations or the provisions of the CSRC may solicit the voting rights of shareholders. Information including specific voting preference shall be fully provided to the shareholders from whom voting rights are being solicited. Consideration or de facto consideration for soliciting shareholders' voting rights is prohibited. Except for statutory conditions, the Company shall not impose any minimum shareholding limitation for soliciting voting rights. |
| 19 | Article 42 The following issues shall be approved by ordinary resolutions at a general meeting:

(I) work reports of the Board and the supervisory committee;

(II) profit distribution plans and loss recovery plan proposed by the Board;

(III) to elect and change Directors and supervisors who are not employees' representatives, and resolve on matters and payment methods related to the remunerations of Directors and supervisors; | Article 42 The following issues shall be approved by ordinary resolutions at a shareholders' meeting:

(I) work reports of the Board;

(II) profit distribution plans and loss recovery plan proposed by the Board;

(III) appointment and removal of members of the Board, and their remuneration and payment methods; |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
	(IV) the Company’s annual budget and final accounts report, balance sheets, income statement and other financial statements;
(V) the Company’s annual report;
(VI) the employment and dismissal of accounting firms and the fees paid by the Company to accounting firms;
(VII) the guarantees that require the review and approval by the general meetings;
(VIII) the review of transactions such as external investment, asset mortgage, entrusted wealth management, purchase or sale of assets, etc. in accordance with laws, administrative regulations, securities regulatory provisions of the place where the Company’s shares are listed, or the Articles of Association of the Company;
(IX) any matters other than those that shall be passed by special resolution as stipulated by laws, administrative regulations, the securities regulatory rules of the place where the Company’s shares are listed, or the Articles of Association of the Company.	(IV) any matters other than those that shall be passed by special resolution as stipulated by laws, administrative regulations, the securities regulatory rules of the place where the Company’s shares are listed, or the Articles of Association of the Company.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
20	Article 43 The following issues shall be approved by special resolutions at a general meeting:
(I) amendment to the Articles of Association;
(II) increase or reduction in share capital of the Company and the issue of shares of any class, warrants and other similar securities;
(III) merger, division, dissolution, liquidation or change of the nature of incorporation of the Company;
(IV) issue of bonds of the Company;
(V) the Company’s purchase or disposal of major assets or providing guarantee within one year with the transaction amount exceeding 30% of the latest audited total assets of the Company;
(VI) equity incentive scheme;
(VII) any other issue specified in the laws, administrative regulations or Articles of Association and confirmed by an ordinary resolution at a general meeting that it may have material impact on the Company and accordingly shall be approved by special resolutions.	Article 43 The following issues shall be approved by special resolutions at a shareholders’ meeting:
(I) increase or decrease of the registered capital of the Company;
(II) split, spin-off, merger, dissolution, and liquidation of the Company;
(III) amendment to the Articles of Association;
(IV) the Company’s purchase or disposal of major assets or providing guarantee to others within one year with the transaction amount exceeding 30% of the latest audited total assets of the Company;
(V) equity incentive scheme;
(VI) any other issue specified in the laws, administrative regulations or Articles of Association and confirmed by an ordinary resolution at a shareholders’ meeting deeming that it may have material impact on the Company and accordingly shall be approved by special resolutions.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
21	Article 44 When a connected transaction is considered at a general meeting, connected shareholders shall not vote, and the voting shares held by them shall not be counted in the total number of shares with voting rights. The announcement of the resolution of the general meeting shall fully disclose the voting of non-related shareholders.

Resolution in relation to connected transaction shall be passed by more than half of the voting rights carried by independent shareholders (including proxies) present at the general meeting. However, in regards to matters in the preceding article, the resolution shall be passed by more than two-thirds of the voting rights carried by independent shareholders (including proxies) present at the general meeting. | Article 44 When a connected transaction is considered at a shareholders’ meeting, connected shareholders shall not vote, and the voting shares held by them shall not be counted in the total number of shares with voting rights. The announcement of the shareholders’ meeting resolution shall fully disclose the voting of non-related shareholders.

Resolution in relation to connected transaction shall be passed by the majority of the voting rights carried by non-related shareholders (including their proxies) present at shareholders’ meeting. However, in regards to matters subject to special resolution under the Articles of Association, the resolution shall be passed by more than two-thirds of the voting rights carried by non-connected shareholders (including their proxies) present at shareholders’ meeting. |

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
22	Article 47 List of Director—and supervisor candidates shall be provided by way of proposals at the general meeting.

The Board shall provide the shareholders with resumes and basic information of Director—and supervisor candidates.

The Director candidates shall be nominated by the previous session of the Board; or the shareholders individually or jointly holding no less than 3% of the total of the Company’s shares. The nomination methods and procedures of independent non-executive Directors shall be performed in accordance with the laws, regulations, relevant provisions of the securities regulatory authorities of the place where the Company’s shares are listed and relevant rules in relation to independent non-executive Directors.

Supervisor—candidates—who—are—shareholder representatives—shall—be—nominated—by—the previous session of supervisory committee, or the shareholders—individually or jointly—holding no less than—3%—of the—Company’s—shares. Supervisor—candidates—who—are—employee representatives—shall—be—democratically—elected by—employees—of the—Company.

If the number of Directors nominated by any shareholder of the Company, either individually or jointly, accounts for no less than one—half—of the total members of the Board, then the number of supervisors nominated by such shareholder shall not exceed one-third of the total members of the supervisory committee. | Article 47 List of Director candidates shall be provided by way of proposals at the shareholders’ meeting.

The Board shall provide the shareholders with resumes and basic information of Director candidates.

The Director candidates (except for employee representative directors) shall be nominated by the previous session of the Board or the shareholders individually or jointly holding no less than 1% of the total of the Company’s shares. The nomination methods and procedures of independent non-executive Directors shall be performed in accordance with the laws, regulations, relevant provisions of the securities regulatory authorities of the place where the Company’s shares are listed and relevant rules in relation to independent non-executive Directors. |
| 23 | New Article | Article 48 When voting at the election of Directors, shareholders’ meeting may implement the cumulative voting method in accordance with the Articles of Association or the resolution of shareholders’ meeting. If the proportion of shares owned by a single shareholder of the Company and its parties acting in concert exceeds 30%, or two or more independent Directors are to be elected at shareholders’ meeting, the cumulative voting method shall be applied. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
24	Article 48 The general meeting shall vote on all proposals one by one; for different proposals on the same matter, voting shall be proceeded according to the time order of these proposals. Other than special reasons such as a force majeure which results in the interruption of the meeting or makes it impossible to come to resolution, the general meeting shall not stay the proposals or withhold from voting.	Article 49 Except for matters that require cumulative voting, the shareholders’ meeting shall vote on all proposals one by one; for different proposals on the same matter, voting shall be proceeded according to the time order of these proposals. Other than special reasons such as a force majeure which results in the interruption of the meeting or makes it impossible to come to resolution, the shareholders’ meeting shall not stay the proposals or withhold from voting.
25	Article 50 Unless a poll is particularly required by the relevant requirements of the securities regulatory authorities of the place where the shares of the Company are listed, or a poll is (before or after any voting by show of hands) demanded by the following persons, voting at a shareholders’ general meeting shall be conducted by a show of hands: (I) the chairman of the meeting; (II) at least two shareholders present in person or by proxies entitled to vote thereat; (III) by shareholders (including proxies) holding severally or jointly 10% or more of the voting shares. Article 51 Unless a poll is demanded, a declaration by the chairman that a resolution has been passed on a show of hands and the record of such in the minutes of the meeting shall be conclusive evidence of the fact that such resolution has been passed. There is no need to provide evidence of the number or proportion of votes in favour of or against such resolution. Article 52 The demand for a poll may be withdrawn by the person who demands the same.	Article 51 Any vote of shareholders at a shareholders’ meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
26	Article 55 In case of an equality of votes for and against the resolution, whether by way of show of hands or vote by poll, the chairman of the meeting shall be entitled to an additional vote.	Delete
27	Article 57 Two shareholder representatives shall be elected to participate in vote counting and scrutinizing before the general meeting votes on a proposal. Any shareholder who has interests in the matter under consideration and proxies of such shareholder shall not participate in vote counting or scrutinizing.

When the relevant proposed resolution is being voted on at the general meeting, lawyers, the shareholders’ representatives and supervisor representatives shall be jointly responsible for counting the votes and scrutinizing the conduct of the poll. Shareholders of the company or their proxies who cast their votes online or by other means shall have the right to check the results of their votes by way of the pertinent voting system. | Article 55 Two shareholder representatives shall be elected to participate in vote counting and scrutinizing before the shareholders’ meeting votes on a proposal. Any shareholder who has interests in the matter under consideration and proxies of such shareholder shall not participate in vote counting or scrutinizing.

When the relevant proposed resolution is being voted on at the shareholders’ meeting, lawyers and the shareholders’ representatives shall be jointly responsible for counting the votes and scrutinizing the conduct of the poll, and the voting result shall be announced at the meeting. Shareholders of the company or their proxies who cast their votes online or by other means shall have the right to check the results of their votes by way of the pertinent voting system. |
| 28 | Article 58 The ending time of the general meeting shall not be earlier than that of online or other access to the meeting. The Chairperson of the meeting shall announce the status and results of voting in respect of each proposed resolution, and whether or not such proposed resolution has been passed according to such voting results.

Prior to the formal announcement of voting results, the relevant parties from the Company, the persons responsible for counting votes and scrutinizing the conduct of the relevant poll, the major shareholders, the person in charge of the relevant internet service provider involved in relation to voting at the general meeting, online or by other means, shall be obliged to keep the status of voting confidential. | Article 56 The ending time of the shareholders’ meeting shall not be earlier than that of online or other access to the meeting. The Chairperson of the meeting shall announce the status and results of voting in respect of each proposed resolution, and whether or not such proposed resolution has been passed according to such voting results.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
29	Article 66 The general meeting shall have minutes which are recorded by the secretary to the Board and shall include following details:
(I) number of shareholders and proxies present at the meeting, number of shares with voting rights held by them, and the percentage of shares with voting rights held by them to the total number of shares of the Company;
(II) date and place of the meeting;
(III) name of the convener, name of the person presiding over the meeting, agenda of the meeting, name of attending or present Directors, supervisors, the general manager and other senior management;
(IV) the discussion, key points of speech and voting results for each proposal;
(V) voting result of each matter;
(VI) any enquiries or suggestions raised by shareholders and reply or explanation of the Board, the supervisory committee and senior management;
(VII) name of the lawyer, the vote counter and the scrutineer;
(VIII) other information, which shall be recorded in the minutes as determined by the general meeting or in pursuance to the Articles of Association.	Article 64 The shareholders’ meeting shall have minutes which are recorded by the secretary to the Board and shall include following details:
(I) number of shareholders and proxies present at the meeting, number of shares with voting rights held by them, and the percentage of shares with voting rights held by them to the total number of shares of the Company;
(II) time and place of the meeting;
(III) name of the convener, name of Chairperson of the meeting, agenda of the meeting, name of attending Directors, the general manager and other senior management;
(IV) the discussion, key points of speech and voting results for each proposal;
(V) voting result of each matter;
(VI) any enquiries or suggestions raised by shareholders and relevant reply or explanation, etc.;
(VII) name of the lawyer, the vote counter and the scrutineer;
(VIII) other information, which shall be recorded in the minutes as determined by the shareholders’ meeting or in pursuance to the Articles of Association.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of Amendments to the Rules of Procedures for the Board of Directors

No.	Before amendments	After amendments
1	Article 1 These Articles of Association are formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Supervision and Administration Regulations for Securities Companies of CSRC, the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, the Corporate Governance Rules for Securities Companies and other relevant laws, regulations, departmental rules and regulatory documents as well as the Articles of Association of the Central China Securities Co., Ltd. (the “Articles of Association”), to regulate the Procedures for the Board of Directors and to ensure the work efficiency and scientific decision making of the Board.	Article 1 These Articles of Association are formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Supervision and Administration Regulations for Securities Companies of CSRC, the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”), the Corporate Governance Rules for Securities Companies and other relevant laws, regulations, departmental rules and regulatory documents as well as the Articles of Association of the Central China Securities Co., Ltd. (the “Articles of Association”), to regulate the Procedures for the Board of Directors and to ensure the work efficiency and scientific decision making of the Board.
2	Article 2 The Procedures for the Board of Directors shall comply with the relevant laws and regulations of the State and the Articles of Association of the Company, be accountable to the investors, safeguard the rights and interests of the Company and the shareholders, and consciously accept the supervision of the Supervisory Committee.	Article 2 The Procedures for the Board of Directors shall comply with the relevant laws and regulations of the State and the Articles of Association of the Company, be accountable to the investors, and safeguard the rights and interests of the Company and the shareholders.

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
3	Article 4 The Board shall exercise the following functions and powers:
(I) to convene general meetings and report to general meetings;
(II) to report at the annual general meetings and disclose in the annual reports the performance of Directors, including the number of attendances of Directors at Board meetings and voting;
(III) to execute resolutions of general meetings;
(IV) to resolve on the business operation policies and strategy plans of the Company;
(V) to resolve on the Company’s business plans and investment plans;
(VI) to prepare the annual financial budgets and final accounting plans of the Company;
(VII) to prepare the profit distribution plan and loss makeup plan of the Company;
(VIII) to prepare plans for the increase or reduction of the registered capital of the Company, the issuance of bonds or other securities, and listing;	Article 4 The Board shall exercise the following functions and powers:
(I) to convene shareholders’ meetings and report to shareholders’ meetings;
(II) to report at the annual general meeting and disclose in the annual reports the performance of Directors, including the number of attendances of Directors at Board meetings and voting;
(III) to execute resolutions of shareholders’ meetings;
(IV) to resolve on the business operation policies and strategy plans of the Company;
(V) to resolve on the Company’s business plans and investment plans;
(VI) to resolve the annual financial budgets and final accounting plans of the Company;
(VII) to prepare the profit distribution plan and loss makeup plan of the Company;
(VIII) to prepare plans for the increase or reduction of the registered capital of the Company, the issuance of bonds or other securities, and listing;

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
	(IX) to formulate plans for material acquisitions, repurchase of the Company’s shares, or merger, division, dissolution, and change of the nature of incorporation of the Company;

(X) to decide the establishment and adjustment of internal management departments and branches of the Company;

(XI) to appoint or remove the Company’s general manager, chief compliance officer, secretary to the Board and other senior management as nominated by the remuneration and nomination committee and determine their remunerations and penalties; to appoint or remove the Company’s deputy general manager, chief financial officer and other senior management as nominated by the general manager and determine their remunerations and penalties;

(XII) to set up the basic management system of the Company;

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

(XIV) to manage the Company’s information disclosure; | (IX) to formulate plans for material acquisitions, repurchase of the Company’s shares, or merger, division, dissolution, and change of the nature of incorporation of the Company;

(X) to decide the establishment and adjustment of internal management departments and branches of the Company;

(XI) to appoint or remove the Company’s general manager, chief compliance officer, chief risk officer, secretary to the Board and other senior management as nominated by the remuneration and nomination committee and determine their remunerations and penalties; to appoint or remove the Company’s deputy general manager, chief financial officer and other senior management as nominated by the general manager and determine their remunerations and penalties;

(XII) to set up the basic management system of the Company;

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

(XIV) to manage the Company’s information disclosure; |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
	(XV) to formulate proposals for appointment and dismissal of an accounting firm;
(XVI) to decide on external investment, acquisition and disposal of assets, asset mortgage, external guarantee, consigned financial management, connected transactions, external donations, etc. of the Company in accordance with the laws, regulations, securities regulatory rules of the place where the Company’s shares are listed or as authorized by the general meeting;
(XVII) to listen to the work report of the general manager of the Company and examine on the general manager’s work;
(XVIII) to listen to the report of the chief compliance officer on the compliance status of the Company;
(XIX) to determine Directors’ remunerations and distribution plan thereof, and submit special reports to the general—meeting on the performance evaluation and remunerations of Directors;
(XX) to be responsible for the establishment, improvement and effective implementation of internal control, and assume overall risk management responsibilities;	(XV) to propose to the shareholders’ meeting the appointment or replacement of the accounting firm auditing the Company;
(XVI) to decide on external investment, acquisition and disposal of assets, asset mortgage, external guarantee, consigned financial management, connected transactions, external donations, etc. of the Company in accordance with the laws, regulations, securities regulatory rules of the place where the Company’s shares are listed or as authorized by the shareholders’ meeting;
(XVII) to listen to the work report of the general manager of the Company and examine on the general manager’s work;
(XVIII) to listen to the report of the chief compliance officer on the compliance status of the Company;
(XIX) to determine Directors’ remunerations and distribution plan thereof, and submit special reports to the shareholders’ meeting on the performance evaluation and remunerations of Directors;
(XX) to be responsible for the establishment, improvement and effective implementation of internal control, and assume overall risk management responsibilities;

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
	(XXI) to be ultimately responsible for money laundering risk management, and fulfil the corresponding duties as required;

(XXII) to determine the objectives of Company’s culture construction and shall be liable to the effectiveness of the Company’s culture construction;

(XXIII) to study the Company’s ESG-related plans, objectives, systems and major matters, to pay attention to major ESG-related risks, and to review ESG related reports;

(XXIV) to exercise other functions and powers as stipulated by laws and regulations, departmental rules, regulatory documents or Articles of Association, as well as the authority granted by the general meeting.

The specific scope of authorization shall be correspondingly approved in accordance with the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the Rules Governing the Listing of Stocks on The Stock Exchange of Hong Kong Limited and relevant regulatory requirements of the State-owned Assets Supervision and Administration Commission of the State Council, and based on the amount of the authorized matter.

The Board may resolve on the issues specified in the above paragraphs by approval of more than half of the Directors save for the issues specified in (VIII), (IX) and (XIII), in which approval of two-thirds of the Directors is required. | (XXI) to be ultimately responsible for money laundering risk management, and fulfil the corresponding duties as required;

(XXII) to determine the objectives of Company’s culture construction and shall be liable to the effectiveness of the Company’s culture construction;

(XXIII) to study the Company’s ESG-related plans, objectives, systems and major matters, to pay attention to major ESG-related risks, and to review ESG related reports;

The specific scope of authorization shall be correspondingly approved in accordance with the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the Hong Kong Listing Rules and relevant regulatory requirements of the State-owned Assets Supervision and Administration Commission of the State Council, and based on the amount of the authorized matter.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
4	Article 5 The Board of Directors consists of the Development—Strategy—Committee, the Remuneration and Nomination Committee, the Risk Control Committee and the Audit Committee. The specialised committees conduct studies on professional matters and provide the board of directors with opinions and recommendations for reference in making decisions. The work rules of each committee shall be formulated by the Board of Directors.	Article 5 The Board of Directors consists of the Strategy and Sustainability Committee, the Remuneration and Nomination Committee, the Risk Control Committee and the Audit Committee. The specialised committees conduct studies on professional matters and provide the Board of Directors with opinions and recommendations for reference in making decisions. The work rules of each committee shall be formulated by the Board of Directors.
5	Article 8 The Board meetings shall be convened by the Chairman. In the event that the Chairman is unable to perform his duties, the Vice Chairman shall perform such duties, and in the event that the Vice Chairman is also unable to perform such duties, a majority of half of the Directors may jointly elect one Director to perform such duties.	Article 8 The Board meetings shall be convened by the Chairman. In the event that the Chairman is unable to perform his duties, the Vice Chairman shall perform such duties, and in the event that the Vice Chairman is also unable to perform such duties, a majority of the Directors may jointly elect one Director to perform such duties.
6	Article 10 The Chairman shall convene an extraordinary Board meeting within 10 days under any of the following circumstances: (I) where the Chairman deems it necessary; (II) jointly proposed by more than one-third of the Directors; (III) proposed by the supervisory committee; (IV) proposed by more than half of the independent non-executive Directors; (V) proposed by the general manager; (VI) proposed by shareholders representing no less than 10% of the voting rights; (VII) when required by the securities regulatory authorities; (VIII) other circumstances specified in the Articles of Association of the Company.	Article 10 The Chairman shall convene an extraordinary Board meeting within 10 days under any of the following circumstances: (I) where the Chairman deems it necessary; (II) jointly proposed by more than one-third of the Directors; (III) proposed by the audit committee; (IV) proposed by a majority of the independent non-executive Directors; (V) proposed by the general manager; (VI) proposed by shareholders representing no less than 10% of the voting rights; (VII) when required by the securities regulatory authorities; (VIII) other circumstances specified in the Articles of Association of the Company.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
7	Article 16 A Board meeting shall be attended by more than half of the Directors. Each Director shall have one vote. Save as otherwise specified in laws, regulations, department rules, normative documents, Articles of Association of the Company or the Rules, resolutions made by the Board shall be passed by more than half of all Directors.

Where a Director refuses or fails to attend a meeting, resulting in failure to meet the quorum requirements, the Chairman and the Secretary to the Board shall promptly report to the regulatory authorities.

Supervisors—may—attend—Board—meetings—as non-voting—participants;—where the General Manager or Secretary to the Board does not concurrently serve as a Director, they shall attend Board meetings as non-voting participants. The person presiding over the meeting may, if deemed necessary, notify other relevant personnel to attend the Board meeting as non-voting participants. | Article 16 A Board meeting shall be attended by a majority of the Directors. Each Director shall have one vote. Save as otherwise specified in laws, regulations, department rules, normative documents, Articles of Association of the Company or the Rules, resolutions made by the Board shall be passed by a majority of all Directors.

Where the General Manager or Secretary to the Board does not concurrently serve as a Director, they shall attend Board meetings as non-voting participants. The person presiding over the meeting may, if deemed necessary, notify other relevant personnel to attend the Board meeting as non-voting participants. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
8	Article 19 In principle, the Board meeting shall be convened physically. However, on the premise of ensuring that the Directors can fully express their opinions, the Board meeting can also be held via communication, on the spot in parallel with other means, with the consent of the convener (facilitator) and the proposer if necessary.

To convene the Board meeting by correspondence, the Company shall clearly state in the meeting notice details of proposal for review, time and manner to vote and ballot format of correspondence voting. Such voting ballot shall include at least: Director’s name, headings of proposals, and voting result (for, against or abstain from voting).

At the Board meeting convened by correspondence, Directors attending the meeting shall, at the voting time, send fax or scan the voting ballot to specified address via email. The voting ballots prepared or filled not as required or filled by illegible handwriting or failing to be sent within specified time due to any other reasons shall be deemed to be invalid. The original voting ballot shall be sent by post or personal delivery or other means to the Company in a timely manner. | Article 19 In principle, the Board meeting shall be convened physically. However, on the premise of ensuring that the Directors can fully express their opinions, the meeting can also be held by means of video, telephone, fax or other eligible means of electronic communication for voting with the consent of the convener (facilitator) and the proposer if necessary. Board meetings may also be held on the spot in parallel with other means.

To convene the Board meeting by correspondence, the Company shall clearly state in the meeting notice details of proposal for review, time and manner to vote and ballot format of correspondence voting. Such voting ballot shall include at least the following contents: Director’s name, headings of proposals, and voting result (for, against or abstain from voting).

At the Board meeting convened by correspondence, Directors attending the meeting shall, at the voting time, send the voting ballot to the specified address. The voting ballots prepared or filled not as required or filled by illegible handwriting or failing to be sent within specified time due to any other reasons shall be deemed to be invalid. The original fax-voted ballot shall be sent by post or personal delivery or other means to the Company in a timely manner. |

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Before amendments	After amendments
9	Article 31 The Secretary to the Board shall arrange for the staff of the Board Office to maintain proper minutes of the Board meeting. Minutes of Board meetings shall include the following contents:

(I) the session number, time, venue and form of the meeting;

(II) details of how the meeting notice was circulated;

(III) the convener and facilitator of the meeting;

(IV) attendance records, including Directors present in person or by proxy;

(V) proposals reviewed during the meeting, a summary of each Director’s key remarks and opinions on relevant matters, and their voting intentions;

(VI) the voting method and results for each proposal (specifying the exact number of votes for consent, objection or abstention);

(VII) any other matters that the attending Directors deem necessary to record. | Article 31 The Secretary to the Board shall arrange for the staff of the Board Office to maintain proper minutes of the Board meeting. Minutes of Board meetings shall include the following contents:

(I) date and location of the meeting and name of the convener;

(II) names of Directors (or their proxies) attending or entrusted by others to attend the Board meeting;

(III) meeting agenda;

(IV) main points of Directors’ speech;

(V) voting method and result of each resolution (voting result shall include the number of votes for consent, objection or abstention);

(VI) any other matters that the attending Directors deem necessary to record. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In addition to the above major amendments, the following amendments have also been made to the Articles of Association:

Deleting the expressions of “Supervisor” and “Supervisory Committee” in the original Articles of Association, and deleting the chapter on the Supervisory Committee, and the powers and functions of the Supervisory Committee are undertaken by the audit committee of the Company in accordance with the requirements of laws, regulations and normative documents such as the Company Law and the Guidelines for the Articles of Association of Listed Companies; replacing all instances of “general meeting (股東大會)” in the original Articles of Association with “shareholders’ meeting (股東會)”; punctuation marks such as double quotation marks, brackets and stops have been added/deleted/adjusted, and descriptions such as names of departments have been amended in some contents of the original Articles of Association; two appendices, the Rules of Procedures for the Board of Directors and the Rules of Procedures for the Shareholders’ Meeting, have been added to the contents of the Articles of Association.
If the serial numbers of clauses change due to the addition or deletion of clauses or sequence adjustment during this revision, the serial numbers of revised clauses will be postponed or decreased in turn, and the serial numbers of cross-referenced clauses in the Articles of Association will also be adjusted accordingly.

In view of the frequent occurrence of the above changes in this revision, they will not be enumerated individually in the comparison table of amendments to the Articles of Association.

In addition to the above major amendments, the following amendments have also been made to the Rules of Procedures for the General Meetings:

Deleting the expressions of “Supervisor” and “Supervisory Committee” in the Rules of Procedures for the General Meetings, and the powers and functions of the Supervisory Committee are undertaken by the audit committee of the Company in accordance with the requirements of laws, regulations and normative documents such as the Company Law and the Guidelines for the Articles of Association of Listed Companies; replacing all instances of “general meeting (股東大會)” in the Rules of Procedures for the General Meetings with “shareholders’ meeting (股東會)”; deleting the expired provisions in the Rules of Procedures for the General Meetings; punctuation marks, format and expressions have been adjusted to some contents of the Rules of Procedures for the General Meetings.
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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

If the serial numbers of clauses change due to the addition or deletion of clauses during this revision, the serial numbers of revised clauses will be postponed or decreased in turn, and the serial numbers of cross-referenced clauses in the Rules of Procedures for the General Meetings will also be adjusted accordingly.

In view of the frequent occurrence of the above changes in this revision, they will not be enumerated individually in the comparison table of amendments to the Rules of Procedures for the General Meetings.

In addition to the above major amendments, the following amendments have also been made to the Rules of Procedures for the Board of Directors:

Deleting the expressions of "Supervisor" and "Supervisory Committee" in the Rules of Procedures for the Board of Directors, and the powers and functions of the Supervisory Committee are undertaken by the audit committee of the Company in accordance with the requirements of laws, regulations and normative documents such as the Company Law and the Guidelines for the Articles of Association of Listed Companies.
Replacing all instances of "general meeting (股東大會)" in the Rules of Procedures for the Board of Directors with "shareholders' meeting (股東會)".
Punctuation marks, format and expressions have been adjusted to some contents of the Rules of Procedures for the Board of Directors.

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APPENDIX II THE DIRECTOR EVALUATION AND REMUNERATION MANAGEMENT SYSTEM OF CENTRAL CHINA SECURITIES CO., LTD.

CENTRAL CHINA SECURITIES CO., LTD. DIRECTOR EVALUATION AND REMUNERATION MANAGEMENT SYSTEM

Chapter 1 General Provisions

Article 1 This System is formulated and enacted in accordance with the Company Law of the People's Republic of China (the "PRC") (the "Company Law"), the Securities Law of the PRC, the Governance Standards for Securities Companies (《證券公司治理準則》), the Governance Standards for Listed Companies (《上市公司治理準則》), the Administrative Measures for Directors, Supervisors, Senior Managers and Practitioners of Securities and Fund Management Institutions (《證券基金經營機構董事、監事、高級管理人員及從業人員監督管理辦法》) and other laws and regulation, normative documents and the Articles of Association of Central China Securities Co., Ltd. (the "Articles of Association") and in consideration of the reality of Central China Securities Co., Ltd. (the "Company") in order to perfect the evaluation and remuneration management system of the Company and improve the Director evaluation and remuneration management for better performance of Directors.

Article 2 This System shall apply to all Directors of the Company.

Article 3 Where a Director holds other positions within the Company, the Director shall be subject to the performance evaluation and remuneration management in light of his/her actual performance in those positions in accordance with the relevant policies of the Company besides the performance evaluation and remuneration management in accordance with this System.

Chapter II Management Framework

Article 4 The Board of the Company shall be responsible for the review of this System.

Article 5 The Remuneration and Nomination Committee of the Board of the Company shall be responsible for organizing the performance evaluation and remuneration management of Directors, formulating the evaluation plan for Directors, the composition of their remuneration, the remuneration standards and adjustment plans, and implementing the specific work related to the evaluation of Directors.

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APPENDIX II THE DIRECTOR EVALUATION AND REMUNERATION MANAGEMENT SYSTEM OF CENTRAL CHINA SECURITIES CO., LTD.

Article 6 The Board of the Company shall provide a special explanation to the shareholders' meeting regarding the performance evaluation and remuneration of the Directors.

Chapter III Performance Evaluation

Article 7 Directors shall be subject to an annual evaluation and shall be evaluated once a year.

Article 8 Directors of the Company shall observe laws, regulations, and the Articles of Association, and shall perform their duties with loyalty, integrity, and diligence and ensure that they have sufficient time and energy to perform their duties.

Article 9 The evaluation of Directors shall cover diligence and responsibility, duty performance; integrity in professional conduct, honesty in practice; whether they have been penalized by regulatory authorities, and whether they have caused damage to the interests of the Company. For independent Directors, the evaluation shall also cover their independence.

Article 10 The Board and independent Directors of the Company shall respectively formulate annual work reports or performance reports and submit them to the shareholders' meeting for deliberation.

Article 11 The performance evaluation results of the Directors of the Company come in three levels: “Competent,” “Basically Competent,” and “Incompetent.”

Article 12 Where a Director is in any of the following circumstances in performing his or her duties, the performance evaluation result for the year shall be “Incompetent”:

(1) Failing to attend board meetings for two consecutive times in person or entrust another Director to attend on his or her behalf.

(2) Failing to perform the duty of diligence towards the Company as required, causing losses or other adverse effects to the Company; or harming the lawful interests of the Company.

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APPENDIX II

THE DIRECTOR EVALUATION AND REMUNERATION MANAGEMENT SYSTEM OF CENTRAL CHINA SECURITIES CO., LTD.

(3) Subjected to a disciplinary action by the securities regulatory authority publicly determining that he or she is not suitable to serve as a Director of the Company, or is subject to a regulatory measure advising the replacement of the Director.

(4) Subjected to administrative penalties by the regulatory authority or held criminally accountable due to illegal or non-compliant actions in performing his or her duties.

(5) Engaging in other serious derelictions of duty as determined by the Company or the regulatory authority.

(6) Other circumstances as specified by laws or regulations.

Article 13

For Directors who are evaluated as "Incompetent," the Board of the Company shall submit the result to the shareholders' meeting for deliberation to determine whether the Directors shall continue to hold the directorship.

Article 14

The Board of the Company shall notify the Directors of the performance evaluation results. Where a Director raises an objection to the result, the Director may apply to the Board for a re-evaluation. The Board shall have the right to make a decision to maintain or adjust the original evaluation results.

Article 15

For Directors who resign during the evaluation period, the evaluation period shall conclude on the date of their resignation, and the evaluation shall be conducted together with the annual evaluation.

Chapter IV Remuneration Management

Article 16

The remuneration for the Directors of the Company shall be determined in light of the industrial and regional standards, market conditions and the reality of the Company.

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APPENDIX II THE DIRECTOR EVALUATION AND REMUNERATION MANAGEMENT SYSTEM OF CENTRAL CHINA SECURITIES CO., LTD.

Article 17

In consideration of the nature of their work, as well as the responsibilities and risks they undertake, the Company determines the composition and standards of the remuneration for the Directors as follows:

(1) Internal Directors shall receive their remuneration in accordance with the basic salary system of the Company, based on the specific positions they hold and the work they perform within the Company.

(2) The remuneration of external Directors comprises a basic allowance and a meeting attendance and performance allowance.

The standard for the basic allowance is RMB150,000 (tax inclusive)/Director/year, consisting of a fixed allowance of RMB100,000 (tax inclusive)/Director/year and a performance-based allowance of RMB50,000 (tax inclusive)/Director/year. Independent directors who serve as the chairman of the specialized committees of the Board shall receive an additional fixed allowance of RMB30,000 (tax inclusive)/year on top of the aforementioned amounts. The fixed allowance shall be paid on a monthly basis and the performance-based allowance shall be paid following the conclusion of the annual evaluation period.

Article 18

Where the shareholder entity follows specific regulations on the remuneration of Directors it appoints, such regulations shall prevail. Where a Director holds other positions outside the Company and there are relevant provisions in external laws and regulations on their remuneration, such provisions shall prevail.

Article 19

To align with the Company's development, the Remuneration and Nomination Committee of the Board may propose a Director remuneration adjustment plan in due time in consideration of the Company's operational changes, industry salary trends, and the general inflation level and submit it to the shareholders' meeting for deliberation.

Article 20

Where a Director is temporarily suspended from duty or leaves office due to reasons such as a change of term, re-election, or resignation during the term, the Company shall issue allowances in light of the actual period of service and the performance evaluation results.

141 -

APPENDIX II THE DIRECTOR EVALUATION AND REMUNERATION MANAGEMENT SYSTEM OF CENTRAL CHINA SECURITIES CO., LTD.

Article 21 During the term of office of a Director, in any of the following circumstances, the Company may, as appropriate, reduce, suspend, or terminate the payment of performance-based allowances to the relevant Director:

(1) The annual performance evaluation result is determined to be "Incompetent".

(2) Subjected to self-regulatory measures or disciplinary actions by the stock exchange.

(3) Subjected to administrative penalties by the China Securities Regulatory Commission (CSRC) or its dispatched agencies, or determined to be an inappropriate candidate, or subjected to a market access ban.

(4) Violated laws, regulations, normative documents, or the Articles of Association, causing the Company to suffer significant economic or reputation losses, or subjected the Company to major illegal or non-compliant behaviors or significant risks.

(5) Other serious violations of the regulations of the Company as determined by the Board of the Company.

Article 22 Where laws and regulations specify that the Director's remuneration shall be deferred or subject to clawback, such provisions shall prevail.

Chapter V Supplementary Provisions

Article 23 Any matter not stated in this System shall be executed pursuant to applicable national laws, regulations, normative documents, and the Articles of Association. Where this System is in conflict with laws, regulations, or normative documents subsequently issued by the State, the provisions of the State laws, regulations, and normative documents shall prevail.

Article 24 This System shall take effect after being approved by the Board of the Company and submitted to the shareholders' meeting for deliberation and adoption.

142 -

NOTICE OF ANNUAL GENERAL MEETING

中州证券

Central China Securities Co., Ltd.

(Stock Code: 01375)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of Central China Securities Co., Ltd. (the “Company”) will be held at 9:00 a.m. on Monday, 30 June 2025 at Conference Room, 17th Floor, Zhongyuan Guangfa Finance Building, No. 10 Shangwu Waihuan Road, Zhengzhou, Henan Province, the PRC, for the purpose of considering and, if thought fit, passing the following resolutions:

Unless otherwise specified, capitalised terms used herein shall have the same meaning as those defined in the circular of the Company dated 9 June 2025 (the “Circular”).

AS ORDINARY RESOLUTIONS

To consider and approve the work report of the Board of the Company for the year of 2024.
To consider and approve the work report of the Supervisory Committee of the Company for the year of 2024.
To consider and approve the duty report of the independent Directors of the Company for the year of 2024.
To consider and approve the annual report of the Company for the year of 2024.
To consider and approve the proposals regarding the profit distribution plan of the Company for the year of 2024 and interim profit distribution authorization for the year of 2025.
To consider and approve the final financial report of the Company for the year of 2024.
To consider and approve the resolution on the re-appointment of auditing firm for the year of 2025.
143 -

NOTICE OF ANNUAL GENERAL MEETING

To consider and approve the evaluations and remuneration of the Directors of the Company for the year of 2024.
To consider and approve the evaluations and remuneration of the Supervisors of the Company for the year of 2024.
To consider and approve the proposal to determine the scale and risk limit of securities proprietary business in 2025.
To consider and approve the proposal to abolish the Company’s Supervisory Committee.

AS SPECIAL RESOLUTIONS

To consider and approve the resolution on the amendments to the Articles of Association, the details of which are set out in the Circular.
To consider and approve the resolution on the general mandate for the issuance of onshore and offshore debt financing instruments.

AS ORDINARY RESOLUTIONS

To consider and approve the resolution on the remuneration of Mr. LU Zhili for 2023.
To consider and approve the resolution on the remuneration of Mr. JIAN Mingjun for 2023.
To consider and approve the resolution on the formulation of the Director Evaluation and Remuneration Management System, the details of which are set out in the Circular.
17.00. To consider and approve the resolution on the election of directors of the seventh session of the Board:

17.01 To elect Mr. LI Wenqiang as a director of the seventh session of the Board
17.02 To elect Mr. FENG Ruofan as a director of the seventh session of the Board

By order of the Board
Central China Securities Co., Ltd.
ZHANG Qiuyun
Chairlady

Henan, the PRC, 9 June 2025

NOTICE OF ANNUAL GENERAL MEETING

Notes:

The register of members of the Company will be closed from 25 June 2025 to 30 June 2025 (both days inclusive), during which period no transfer of H Shares of the Company can be registered. For H Shareholders who wish to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong on or no later than 4:30 p.m. on 24 June 2025. Shareholders whose names listed on the register of members of the Company on 25 June 2025 will be entitled to attend and vote at the AGM.
Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a Shareholder of the Company.
In order to be valid, the H Shareholders' proxy form for the AGM must be deposited by hand or by post to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares of the Company) not less than 24 hours before the time scheduled for holding the AGM or any adjournment thereof (as the case may be). If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM or any adjourned meeting thereof should they so wish.
Shareholders or their proxies shall provide their identification documents when attending the AGM.
The on-site AGM is expected to take half a day approximately. Shareholders attending the AGM shall be responsible for their own travel and accommodation expenses.
The address of the Company's head office in the PRC is 10 Business Outer Ring Road, Zhengdong New District, Zhengzhou City, Henan Province, the PRC.
For the resolution on the election of Directors of the Seventh Session of the Board (Resolution No. 17.00), the cumulative voting system was adopted. Each Share shall have the same number of voting right as to the number of the candidate under that resolution. Shareholders can use their voting right to vote for the same (one) candidate, or to vote for different candidates separately. After aggregating the final voting results of all Shareholders, those candidates with the highest votes will be elected in descending order. You should pay particular attention to the fact that for such resolution, the number of votes that each Shareholder casts shall not exceed the corresponding maximum number of votes in his/her possession, otherwise, the votes on the resolution will be invalid and deemed abstain. No ballot will be cast "For", "Against" or "Abstain" in cumulative voting system. You are requested to fill in the corresponding number of votes in the "Cumulative Voting" column against the name of each candidate. The lowest votes will be nil and the highest will be the maximum number of votes in total under the resolution, and does not need to be the integral multiples of the number of shares held by the voters. If you mark “√” in the blank against the name of each candidate, you will be deemed to cast your total number of votes equally amongst the corresponding candidates under that resolution.

As at the date of this notice, the Board comprises Ms. ZHANG Qiuyun, Mr. LU Zhili, Mr. LI Xingjia, Mr. TANG Jin and Mr. TIAN Shengchun as Directors; Mr. CHEN Zhiyong, Mr. TSANG Sung and Mr. HE Jun as independent Directors.

145 -

AI assistant

Central China Securities Co., Ltd. Proxy Solicitation & Information Statement 2025

49885_rns_2025-06-09_093d506a-f9c5-48fe-b18b-6e577ce455a9.pdf

中州证券

Central China Securities Co., Ltd.

I. INTRODUCTION

II. RE-APPOINTMENT OF AUDITING FIRM FOR THE YEAR OF 2025

III. PROFIT DISTRIBUTION PLAN FOR THE YEAR OF 2024 AND INTERIM PROFIT DISTRIBUTION AUTHORIZATION FOR THE YEAR OF 2025

(I) Profit Distribution Plan for the Year of 2024

(II) Interim Profit Distribution Authorization for the Year of 2025

IV. EVALUATIONS AND REMUNERATION OF THE DIRECTORS FOR THE YEAR OF 2024

(I) Basic Information of the Board

(II) Performance by and Evaluation of Directors

(III) Remuneration of Directors

V. EVALUATIONS AND REMUNERATION OF THE SUPERVISORS FOR THE YEAR OF 2024

(I) Basic Information of the Supervisory Committee

(II) Performance by and Evaluation of Supervisors

(III) Payment of Remuneration of Supervisors in 2024

VI. PROPOSED ABOLISHMENT OF THE SUPERVISORY COMMITTEE OF THE COMPANY

VII. RESOLUTION ON THE GENERAL MANDATE FOR THE ISSUANCE OF DOMESTIC AND OVERSEAS DEBT FINANCING INSTRUMENTS

VIII. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

XII. PROPOSED FORMULATION OF THE DIRECTOR EVALUATION AND REMUNERATION MANAGEMENT SYSTEM

XIII. PROPOSED APPOINTMENT OF DIRECTORS

XV. VOTING

XVI. RECOMMENDATION

XVII. RESPONSIBILITY STATEMENT

XVIII. GENERAL INFORMATION

CENTRAL CHINA SECURITIES CO., LTD. DIRECTOR EVALUATION AND REMUNERATION MANAGEMENT SYSTEM

Chapter 1 General Provisions

Chapter II Management Framework

Chapter III Performance Evaluation

Chapter IV Remuneration Management

Chapter V Supplementary Provisions

中州证券

Central China Securities Co., Ltd.

NOTICE OF ANNUAL GENERAL MEETING

AS ORDINARY RESOLUTIONS

AS SPECIAL RESOLUTIONS

AS ORDINARY RESOLUTIONS

AI assistant

Central China Securities Co., Ltd. — Proxy Solicitation & Information Statement 2025

49885_rns_2025-06-09_093d506a-f9c5-48fe-b18b-6e577ce455a9.pdf

中州证券

Central China Securities Co., Ltd.

I. INTRODUCTION

II. RE-APPOINTMENT OF AUDITING FIRM FOR THE YEAR OF 2025

III. PROFIT DISTRIBUTION PLAN FOR THE YEAR OF 2024 AND INTERIM PROFIT DISTRIBUTION AUTHORIZATION FOR THE YEAR OF 2025

(I) Profit Distribution Plan for the Year of 2024

(II) Interim Profit Distribution Authorization for the Year of 2025

IV. EVALUATIONS AND REMUNERATION OF THE DIRECTORS FOR THE YEAR OF 2024

(I) Basic Information of the Board

(II) Performance by and Evaluation of Directors

(III) Remuneration of Directors

V. EVALUATIONS AND REMUNERATION OF THE SUPERVISORS FOR THE YEAR OF 2024

(I) Basic Information of the Supervisory Committee

(II) Performance by and Evaluation of Supervisors

(III) Payment of Remuneration of Supervisors in 2024

VI. PROPOSED ABOLISHMENT OF THE SUPERVISORY COMMITTEE OF THE COMPANY

VII. RESOLUTION ON THE GENERAL MANDATE FOR THE ISSUANCE OF DOMESTIC AND OVERSEAS DEBT FINANCING INSTRUMENTS

VIII. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

XII. PROPOSED FORMULATION OF THE DIRECTOR EVALUATION AND REMUNERATION MANAGEMENT SYSTEM

XIII. PROPOSED APPOINTMENT OF DIRECTORS

XV. VOTING

XVI. RECOMMENDATION

XVII. RESPONSIBILITY STATEMENT

XVIII. GENERAL INFORMATION

CENTRAL CHINA SECURITIES CO., LTD. DIRECTOR EVALUATION AND REMUNERATION MANAGEMENT SYSTEM

Chapter 1 General Provisions

Chapter II Management Framework

Chapter III Performance Evaluation

Chapter IV Remuneration Management

Chapter V Supplementary Provisions

中州证券

Central China Securities Co., Ltd.

NOTICE OF ANNUAL GENERAL MEETING

AS ORDINARY RESOLUTIONS

AS SPECIAL RESOLUTIONS

AS ORDINARY RESOLUTIONS

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Central China Securities Co., Ltd. Proxy Solicitation & Information Statement 2025