Chengdu Expressway Co., Ltd. - Proxy Solicitation & Information Statement 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountants or other professional adviser.

If you have sold or transferred all your shares in Chengdu Expressway Co., Ltd. , you should at once hand this circular and the accompanying form of proxy and reply slip to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

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

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Chengdu Expressway Co., Ltd. 成都高速公路股份有限公司

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

(Stock Code: 01785)

(1) PROPOSED A-SHARE OFFERING AND RELATED MATTERS (2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE RELATED RULES OF PROCEDURE

(3) PROPOSED FORMULATION OF AND AMENDMENTS TO OTHER RELEVANT CORPORATE GOVERNANCE RULES

(4) NOTICE OF EXTRAORDINARY GENERAL MEETING

(5) NOTICE OF H SHARE CLASS MEETING

AND

(6) NOTICE OF DOMESTIC SHARE CLASS MEETING

A letter from the Board is set out on pages 4 to 20 of this circular. The EGM, the H Share Class Meeting and the Domestic Share Class Meeting of the Company will be held at the meeting room 1 of Chengdu Expressway Co., Ltd., 9th Floor, Chengnan Tianfu Building, No. 66 Shenghe 1st Road, High-Tech Zone, Chengdu, Sichuan Province, the PRC at 10:00 a.m. on Wednesday, 26 October 2022. Notices of the EGM, the H Share Class Meeting and the Domestic Share Class Meeting will be despatched to the Shareholders together with this circular.

If you intend to appoint a proxy to attend the aforementioned meetings, you are required to complete and return the enclosed form(s) of proxy in accordance with the instructions printed thereon. The form(s) of proxy shall be returned to 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) or to the Board Office of the Company in the PRC at 9th Floor, Chengnan Tianfu Building, No. 66 Shenghe 1st Road, High-Tech Zone, Chengdu, Sichuan Province, the PRC (for holders of Domestic Shares) as soon as possible and in any event not less than 24 hours before the time appointed for convening the EGM, the H Share Class Meeting and the Domestic Share Class Meeting. Completion and return of the form(s) of proxy will not preclude you from attending and voting in person at the EGM, the H Share Class Meeting, the Domestic Share Class Meeting or any adjournment thereof should you so wish.

If you intend to attend the EGM, the H Share Class Meeting and the Domestic Share Class Meeting in person or by proxy, you are required to lodge the completed reply slip(s) to the Board Office of the Company on or before Friday, 21 October 2022.

10 October 2022

CONTENTS

		Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
Appendix I	– Price Stabilisation Plan for the Three Years
	After the Initial Public Offering and Listing of
	RMB-denominated Ordinary Shares (A Shares). . . . . . . . . . . . . . . . .	21
Appendix II	– Shareholder Dividend Plan for the Three Years
	After Listing of A Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
Appendix III	– Impact Analysis of the Dilution of Current Returns
	by the Initial Public Offering and Listing of
	RMB-denominated Ordinary Shares (A Shares)
	and the Remedial Measures for Current Returns. . . . . . . . . . . . . . . .	28
Appendix IV	– Issuance of Undertakings and Restrictive Measures Related
	to the Initial Public Offering and Listing of
	RMB-denominated Ordinary Shares (A Shares). . . . . . . . . . . . . . . . .	30
Appendix V	– Report on Utilisation of the Previously Raised Proceeds. . . . . . . . . . . .	33
Appendix VI	– Details of the Proposed Amendments to the Articles of Association. . .	39
Appendix VII	– Details of the Proposed Amendments to the Rules of
	Procedure of the General Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . .	141
Appendix VIII – Details of the Proposed Amendments to the Rules of
	Procedure of the Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . .	159
Appendix IX	– Details of the Proposed Amendments to the Rules of
	Procedure of the Supervisory Committee. . . . . . . . . . . . . . . . . . . . . .	167
Appendix X	– Details of the Proposed Amendments to the Management Rules
	on Related Party (Connected) Transactions of
	Chengdu Expressway Co., Ltd.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	172
Appendix XI	– Working Rules of Independent Directors. . . . . . . . . . . . . . . . . . . . . . . .	191
Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		199
Notice of H Share Class Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		203
Notice of Domestic Share Class Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		206

– i –

DEFINITIONS

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

“A Share(s)” the ordinary shares to be issued by the Company and subscribed for in Renminbi under the Proposed A-share Offering, which will be listed on the SSE and traded in Renminbi

“Articles of Association” the articles of association of the Company
“Board”
the board of Directors of the Company
“Chengdu Communications Investment”
Chengdu Communications Investment Group Co., Ltd. ( 成都交通投資集團有限公司 ), a company incorporated in the PRC with limited liability, which is one of the controlling Shareholders of the Company
“Chengdu Expressway Construction”
Chengdu Expressway Construction and Development Co., Ltd. (成都高速公路建設開發有限公司), a company incorporated in the PRC with limited liability, which is one of the controlling Shareholders of the Company
“Chengming Expressway Company”
Sichuan Chengming Expressway Co., Ltd. ( 四川成名高速公路有限公司 ), a company incorporated in the PRC with limited liability, which is a non-wholly-owned subsidiary of the Company with 51% of its equity interests held by the Company
“Class Meetings”
Domestic Share Class Meeting and H Share Class Meeting, collectively
“Company” or “Issuer”
Chengdu Expressway Co., Ltd. ( 成都高速公路股份有限公司 ), a joint stock company incorporated in the PRC with limited liability, the H Shares of which are listed and traded on the Stock Exchange
“Company Law”
the Company Law of the PRC
“CSRC”
China Securities Regulatory Commission and its local offices
“Director(s)” the director(s) of the Company
“Domestic Share(s)” ordinary share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for or paid up in Renminbi
“Domestic Share Class the Domestic Share class meeting of the Company to be held at the Meeting” meeting room 1 of Chengdu Expressway Co., Ltd., 9th Floor, Chengnan Tianfu Building, No. 66 Shenghe 1st Road, High-Tech Zone, Chengdu, Sichuan Province, the PRC at 10:00 a.m. on Wednesday, 26 October 2022

– 1 –

DEFINITIONS

“EGM”

the extraordinary general meeting of the Company to be held at the meeting room 1 of Chengdu Expressway Co., Ltd., 9th Floor, Chengnan Tianfu Building, No. 66 Shenghe 1st Road, High-Tech Zone, Chengdu, Sichuan Province, the PRC at 10:00 a.m. on Wednesday, 26 October 2022

“Expressway Zhenxing Company”
Chengdu Expressway Zhenxing Development Co., Ltd. ( 成都高速振興發展有限責任公司 ), a company incorporated in the PRC with limited liability and a subsidiary of the Company with 80% of its equity interests held by the Company
“Group”

the Company and its subsidiaries

“Guidelines on Articles of Association”
Guidelines on Articles of Association for Listed Companies, as amended, supplemented or otherwise modified from time to time
“H Share(s)” overseas listed foreign share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and are approved to be listed and traded on the Stock Exchange
“H Share Class Meeting” the H Share class meeting of the Company to be held at the meeting room 1 of Chengdu Expressway Co., Ltd., 9th Floor, Chengnan Tianfu Building, No. 66 Shenghe 1st Road, High-Tech Zone, Chengdu, Sichuan Province, the PRC at 10:00 a.m. on Wednesday, 26 October 2022
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Hong Kong dollars” Hong Kong dollars, the lawful currency of Hong Kong
“Latest Practicable Date” 30 September 2022, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“PRC” the People’s Republic of China, for the purpose of this circular only, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan
“Proposed A-share Offering” the Company proposes to issue up to 552,034,000 A Shares through or “Proposed Offering” initial public offering, which will be listed on the SSE
“Renminbi” or “RMB” Renminbi, the lawful currency of the PRC

– 2 –

DEFINITIONS

“Rules of Procedure of the the Rules of Procedure of the Board of Directors of Chengdu Expressway Board of Directors” Co., Ltd.
“Rules of Procedure of the the Rules of Procedure of the General Meetings of Chengdu Expressway General Meetings” Co., Ltd.
“Rules of Procedure of the the Rules of Procedure of the Supervisory Committee of Chengdu Supervisory Committee” Expressway Co., Ltd.
“Securities Law” the Securities Law of the People’s Republic of China (revised in 2019), effective from 1 March 2020
“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“Share(s)” ordinary share(s) of the Company with a nominal value of RMB1.00 each, including Domestic Shares and H Shares
“Shareholder(s)” holder(s) of the Share(s) “SSE” the Shanghai Stock Exchange
“Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary(ies)” has the meaning ascribed thereto under the Listing Rules “Supervisor(s)” the supervisor(s) of the Company “Supervisory Committee” the supervisory committee of the Company
“%” per cent

– 3 –

LETTER FROM THE BOARD

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Chengdu Expressway Co., Ltd. 成都高速公路股份有限公司

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

(Stock Code: 01785)

Executive Directors: Mr. Yang Tan (General Manager) Mr. Luo Dan Mr. Ding Dapan

Non-executive Directors: Mr. Xiao Jun (Chairman) Mr. Yang Bin Ms. Wu Haiyan

Independent non-executive Directors: Mr. Leung Chi Hang Benson Mr. Wang Peng Mr. Qian Yongjiu

Registered office: 9th Floor, Youyi Data Building No. 28 Jingyuan East Road Deyuan town (Jingrong town), Pidu District Chengdu, Sichuan PRC

Principal place of business in Hong Kong: 40th Floor, Dah Sing Financial Centre No. 248 Queen’s Road East Wanchai Hong Kong

10 October 2022

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED A-SHARE OFFERING AND RELATED MATTERS (2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE RELATED RULES OF PROCEDURE

(3) PROPOSED FORMULATION OF AND AMENDMENTS TO OTHER RELEVANT CORPORATE GOVERNANCE RULES (4) NOTICE OF EXTRAORDINARY GENERAL MEETING
(5) NOTICE OF H SHARE CLASS MEETING

AND

(6) NOTICE OF DOMESTIC SHARE CLASS MEETING

I. INTRODUCTION

Reference is made to the announcement of the Company dated 9 September 2022 in relation to, among other things, (1) Proposed A-share Offering and related matters; (2) proposed amendments to the Articles of Association and the related rules of procedure; and (3) proposed formulation of and amendments to other relevant corporate governance rules.

– 4 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with details regarding (1) Proposed A-share Offering and related matters; (2) proposed amendments to the Articles of Association and the related rules of procedure; and (3) proposed formulation of and amendments to other relevant corporate governance rules; as well as the notices convening the EGM, the H Share Class Meeting and the Domestic Share Class Meeting, so as to enable you to make an informed decision while voting for or against the resolutions to be submitted at the EGM, the H Share Class Meeting and the Domestic Share Class Meeting.

II. PROPOSAL ON THE PLAN FOR APPLICATION FOR THE INITIAL PUBLIC OFFERING AND LISTING OF RMB-DENOMINATED ORDINARY SHARES (A SHARES)

The Board is pleased to announce that, in due consideration of its actual business conditions and future development strategy, the Company intends to apply for offering and listing of A Shares on the SSE. Pursuant to the Administrative Measures on Initial Public Offerings and Listing of Shares (2022 revision) and relevant rules on share offering, the Company has formulated its A-share offering plan as below:

(1) Type of Shares to be offered

Type of Shares under the Proposed Offering: RMB-denominated ordinary Shares (A Shares).

(2) Par value per Share

Par value per Share: RMB1.00.

(3) Offering size

The A Shares to be publicly issued by the Company to public investors under the Proposed Offering will account for no more than 25%, and no less than 20% of the total share capital of the Company upon completion of the Proposed Offering, i.e. the total number of A Shares to be issued will be no more than 552,034,000 and no less than 414,025,500. Only new Shares shall be issued under the Proposed Offering, and no existing Shares will be transferred. The final offering size shall be negotiated and determined by the Board as authorised by the general meeting and the lead underwriter, subject to the approval of the CSRC.

(4) Market to be listed on

Main board of the SSE.

(5) Target subscribers

Book-building participants that meet requirements of national laws and regulations and the criteria of regulatory authorities including the CSRC and the SSE, and domestic natural persons, legal persons and other investors that maintain accounts with the SSE and are eligible for investment (except for those prohibited to purchase shares by national laws and administrative regulations).

– 5 –

LETTER FROM THE BOARD

If any of the target subscribers above is a connected person of the Company, the Company will take all reasonable measures to comply with relevant requirements of the listing rules of the stock exchanges where the Company’s shares are listed.

(6) Offering method

Combination of off-net placement to book-building participants and on-net offering to public investors at a fixed price, or other offering method adopted as required by regulatory authorities (including but not limited to share placement to strategic investors).

(7) Pricing method

The issue price under the Proposed Offering shall be negotiated and determined by the Company and the lead underwriter in accordance with relevant laws and regulations or fixed through other methods approved by the CSRC and the SSE, taking into comprehensive consideration of the capital market condition both at home and abroad and the actual condition of the Company at the time of the Proposed Offering, as well as the overall interests of the Shareholders.

(8) Use of proceeds

Proceeds from the Proposed Offering, net of the offering expenses, are intended to be used for the following projects:

			Planned
		Total	Utilisation
		Investment	Amount of
No.	Project Name	Amount	Proceeds	Implementing Subject
		(RMB0’000)	(RMB0’000)
1	Acquisition of 49% equity	45,000.00Note 1	45,000.00	The Issuer
	interest in Chengming
	Expressway Company
2	Repayment of bank	36,000.00	36,000.00	The Issuer and its
	loansNote 2			subsidiary(ies)
3	Construction of Ande	18,808.00	9,250.00	Expressway Zhenxing
	Service Area			Company, a controlling
	(Phase I)Note 3			subsidiary of the Issuer
4	Construction of Gaoxinxi	5,815.00	5,750.00	The Issuer
	Service Area on
	Chengguan
	ExpresswayNote 3
5	Replenishment of working	24,000.00	24,000.00	The Issuer
	capital
Total		129,623.00	120,000.00

The Company expects that the proceeds as stated above will be fully utilised within 36 months from completion of the Proposed Offering.

Notes:

The amount represents an estimation only, and the specific amount of funds required for the acquisition is subject to the consideration reached among the parties after arm’s-length negotiations with reference to the appraisal value of the target equity interest.

– 6 –

LETTER FROM THE BOARD

As at 30 June 2022, the Company had undue and outstanding long-term borrowings in an aggregate amount of RMB2,564,400,000, of which RMB131,400,000 will fall due within one year (inclusive), RMB208,000,000 will fall due within two years (inclusive), RMB716,000,000 will fall due within three to five years (inclusive of three and five years) and RMB1,509,000,000 will fall due over five years. After receiving the proceeds from the Proposed Offering, the Board will determine which borrowings shall be repaid in accordance with the utilisation amount of proceeds as fixed above taking into comprehensive consideration of the then capital position, business requirements and bank borrowing profile (including but not limited to interest rates, duration and maturity dates) of the Company.
Ande Service Area and Gaoxinxi Service Area are located at K22 km and north of K3 km on Chengguan Expressway, respectively, both of which are class B service areas. The major construction projects of the two service areas include commercial complex (including catering and shopping areas, rest hall, toilets, pedestrian activity and leisure squares, etc.), gas stations, vehicle maintenance areas, etc. Upon completion of construction, the service areas will provide parking, refueling and water service for vehicles, and physical services such as rest, dining and shopping for drivers, passengers and tourists. The Company has engaged independent third parties to construct the above service areas.

(9) Underwriting method

Standby-commitment underwriting by the sponsor (lead underwriter). CSC Financial Co., Ltd. has been appointed as the sponsor and lead underwriter for the Proposed A-share Offering through the bidding process, and it is expected that the Company will enter into a formal sponsorship agreement and underwriting agreement with CSC Financial Co., Ltd. prior to submitting the application documents of the Proposed A-share Offering to the CSRC.

(10) Conversion to a joint-stock limited company with shares offered and listed both domestically and overseas

With its H Shares currently listed on the Main Board of the Stock Exchange, the Company intends to apply for public offering and listing of A Shares on the SSE, and apply for conversion of itself into a joint-stock limited company with shares offered and listed both domestically and overseas.

(11) Validity of resolution

The resolution in relation to the Proposed Offering shall be effective for 12 months commencing from the date on which the same has been considered and approved at the EGM and the Class Meetings.

The Proposed A-share Offering is subject to approvals at the EGM, the Domestic Share Class Meeting and the H Share Class Meeting and by relevant regulatory authorities.

The proposal in relation to the plan for application for the initial public offering and listing of RMB-denominated ordinary shares (A Shares) will be submitted by way of special resolution for consideration and approval respectively at the EGM and the Class Meetings.

– 7 –

LETTER FROM THE BOARD

III. PROPOSAL ON THE AUTHORISATION BY THE GENERAL MEETING TO THE BOARD TO DEAL WITH MATTERS RELATED TO THE INITIAL PUBLIC OFFERING AND LISTING OF RMB-DENOMINATED ORDINARY SHARES (A SHARES)

To ensure smooth and efficient progress of the Proposed Offering, it is proposed that the Board be authorised by the general meeting to deal with the matters related to the Proposed Offering in accordance with applicable laws, regulations and regulatory documents and requirements of competent authorities. Specific authorisation includes but is not limited to the followings:

(1) Pursuant to applicable laws and regulations and requirements of competent authorities, according to securities market conditions and within the plan for the Proposed Offering approved by the EGM and the Class Meetings, determine specific matters including but not limited to the number of shares to be issued, target subscribers, offering method, offering period, pricing method and issue price;
(2) According to the plan for the Proposed Offering, deal with registration, approval, recordation, filing, permission, listing and other procedures with regulatory authorities for the matters related to the Proposed Offering; and sign, execute, amend and complete all necessary documents related to the Proposed Offering that are submitted to governments, authorities, organisations, etc.;
(3) Draft, amend, sign, submit, publish, disclose, execute, suspend and terminate agreements, contracts, announcements or other documents (including but not limited to offering circular, prospectus, agreements on related party transactions, sponsorship agreement, underwriting agreement, strategic placement agreement, and listing agreement) related to the Proposed Offering; and determine and settle relevant costs of the Proposed Offering;
(4) Pursuant to applicable laws and regulations, according to opinions and requirements of regulatory authorities and with reference to actual conditions of the Proposed Offering, make necessary improvements, adjustments and amendments to the Articles of Association and other corporate governance documents, the price stabilisation plan for the three years after the listing, the Shareholder dividend plan for the three years after the listing, dilution of current returns and the remedial measures, and other application documents and undertakings of the Company;
(5) According to execution progress of the plan for the Proposed Offering, market conditions, policy updates and opinions of regulatory authorities and subject to applicable laws, make appropriate adjustments to the projects to be financed with the proceeds from the Proposed Offering, including but not limited to determining the planned investment progress of the projects to be financed with the proceeds, proceeds allocation ratio in utilisation, and the designated account for depositing the proceeds;
(6) According to actual conditions of the Proposed Offering, deal with registration and filing procedures for change in the Company’s registered capital with market supervision bureau and other regulatory and administrative authorities, as well as the applications for listing of Shares on the stock exchange and for registration and clearing procedures with China Securities Depository and Clearing Corporation Limited (including but not limited to registration of Shares issued and lock-up of Shares);

– 8 –

LETTER FROM THE BOARD

(7) Subject to applicable laws, regulations and regulatory requirements, deal with other matters not provided above but related to the Proposed Offering; and
(8) To approve the following matters after the authorisations above are considered and approved at the EGM and the Class Meetings:
(i) Authorise the Chairman of the Company to sign legal instruments related to the Proposed Offering, including but not limited to offering circular, prospectus, letter of undertakings, sponsorship agreement, underwriting agreement, and listing agreement; and
(ii) Procedures for the specific matters authorised above may be delegated to designated officers to facilitate duty performance of the Board.

The authorisation above shall be effective for 12 months commencing from the date on which it is considered and approved at the EGM and the Class Meetings.

The proposal on the authorisation by the general meeting to the Board to deal with matters related to the initial public offering and listing of RMB-denominated ordinary shares (A Shares) will be submitted by way of special resolution for consideration and approval respectively at the EGM and the Class Meetings.

– 9 –

LETTER FROM THE BOARD

IV. PROPOSAL ON THE PROJECTS TO BE FINANCED BY THE PROCEEDS FROM THE INITIAL PUBLIC OFFERING OF RMB-DENOMINATED ORDINARY SHARES (A SHARES) AND THEIR FEASIBILITY

With regard to the use of proceeds from the Proposed Offering, such proceeds, net of the offering expenses, are intended to be used for the following projects:

			Planned
		Total	Utilisation
		Investment	Amount of
No.	Project Name	Amount	Proceeds	Implementing Subject
		(RMB0’000)	(RMB0’000)
1	Acquisition of 49% equity	45,000.00	45,000.00	The Issuer
	interest in Chengming
	Expressway Company
2	Repayment of bank loans	36,000.00	36,000.00	The Issuer and its
				subsidiary(ies)
3	Construction of Ande	18,808.00	9,250.00	Expressway Zhenxing
	Service Area (Phase I)			Company, a controlling
				subsidiary of the Issuer
4	Construction of Gaoxinxi	5,815.00	5,750.00	The Issuer
	Service Area on
	Chengguan Expressway
5	Replenishment of working	24,000.00	24,000.00	The Issuer
	capital
Total		129,623.00	120,000.00

To meet its business development needs, the Company will, according to implementation progress and actual capital needs of the projects to be financed by the proceeds, invest in the projects in advance with its self-owned capital before receiving the proceeds, and replace such self-owned capital invested in advance with the proceeds from the Proposed Offering that have been fully received. If the net amount of the proceeds from the Proposed Offering actually received is less than the total amount required by the projects above, the Company shall use its self-owned capital to cover the shortfall. The surplus after the proceeds required by the projects above are satisfied, if any, will be used to replenish working capital for development of the Company’s principal business.

– 10 –

LETTER FROM THE BOARD

The investment projects to be financed with proceeds from the Proposed Offering promise sound market prospect, represent an extension, improvement and complement of the Company’s current business structure, and also comply with national industrial and environmental protection policies and other relevant laws and regulations. Besides, the investment projects and amount of proceeds align with the Company’s current production and operation scale, financial condition, technical level and management capabilities, and the use of proceeds is in line with the interests of the Company and the Shareholders as a whole, and thus is feasible.

The proposal on the projects to be financed by the proceeds from the initial public offering of RMB-denominated ordinary shares (A Shares) and their feasibility will be submitted by way of special resolution for consideration and approval respectively at the EGM and the Class Meetings.

V. PROPOSAL ON THE DISTRIBUTION PLAN FOR THE UNDISTRIBUTED PROFIT ACCUMULATED BEFORE THE INITIAL PUBLIC OFFERING OF RMB-DENOMINATED ORDINARY SHARES (A SHARES)

Based on the actual situation of the Company and to protect the interests of new and existing Shareholders, the undistributed profit accumulated before the Proposed Offering shall be shared by the new and existing Shareholders of the Company upon completion of the Proposed Offering according to their shareholdings.

The proposal on the distribution plan for the undistributed profit accumulated before the initial public offering of RMB-denominated ordinary shares (A Shares) will be submitted by way of special resolution for consideration and approval respectively at the EGM and the Class Meetings.

VI. PROPOSAL ON THE PRICE STABILISATION PLAN FOR THE THREE YEARS AFTER THE INITIAL PUBLIC OFFERING AND LISTING OF RMB-DENOMINATED ORDINARY SHARES (A SHARES)

In due consideration of its actual conditions and development goals, the Company has formulated the Price Stabilisation Plan of Chengdu Expressway Co., Ltd. for the Three Years After the Initial Public Offering and Listing of RMB-denominated Ordinary Shares (A Shares) on the Shanghai Stock Exchange in accordance with the post-listing price stabilisation requirements in the Opinions on Further Promoting the Reform of the New Share Issuance System issued by the CSRC. Details are set out in Appendix I to this circular. Subject to consideration and approval at the general meeting and the Class Meetings, the plan above shall take effect from the date on which the Proposed Offering is completed, and remain effective within the three years thereafter.

The proposal on the price stabilisation plan for the three years after the initial public offering and listing of RMB-denominated ordinary shares (A Shares) will be submitted by way of special resolution for consideration and approval respectively at the EGM and the Class Meetings.

– 11 –

LETTER FROM THE BOARD

VII. PROPOSAL ON THE SHAREHOLDER DIVIDEND PLAN FOR THE THREE YEARS AFTER THE INITIAL PUBLIC OFFERING AND LISTING OF RMB-DENOMINATED ORDINARY SHARES (A SHARES)

To specify the dividend distribution plan for the future three years after the listing of A Shares, improve transparency and practicality of dividend distribution strategy, facilitate the Shareholders to supervise operations of the Company and profit distribution and protect rights and interests of investors, the Company has formulated the Shareholder Dividend Plan for the Three Years After the Listing of A Shares of Chengdu Expressway Co., Ltd. in accordance with the Company Law, the Notice on Further Implementing Cash Dividend Policy of Listed Companies (Zheng Jian Fa [2012] No. 37), Regulatory Guideline No. 3 on Listed Companies – Cash Dividends of Listed Companies (CSRC announcement [2022] No. 3) issued by the CSRC and relevant requirements. Details are set out in Appendix II to this circular. Subject to consideration and approval at the general meeting and the Class Meetings, the plan above shall take effect from the date on which the Proposed Offering is completed.

The proposal on the Shareholder dividend plan for the three years after the initial public offering and listing of RMB-denominated ordinary shares (A Shares) will be submitted by way of special resolution for consideration and approval respectively at the EGM and the Class Meetings.

VIII. PROPOSAL ON IMPACT ANALYSIS OF THE DILUTION OF CURRENT RETURNS BY THE INITIAL PUBLIC OFFERING AND LISTING OF RMB-DENOMINATED ORDINARY SHARES (A SHARES) AND THE REMEDIAL MEASURES FOR CURRENT RETURNS

In accordance with the Certain Opinions of the State Council on Further Promoting Healthy Development of the Capital Market (Guo Fa [2014] No. 17), the Opinions of the General Office of the State Council on Further Strengthening the Protection of Minority Investors’ Legitimate Rights and Interests in the Capital Market (Guo Ban Fa [2013] No. 110), the Guiding Opinions on Matters Relating to the Dilution of Current Returns by Initial Public Offering, Refinancing and Major Asset Restructuring (CSRC announcement [2015] No. 31) and relevant requirements, and based on its due analysis of the dilution of current returns after the proceeds from the Proposed Offering are received, the Company has formulated the Impact Analysis of the Dilution of Current Returns by the Initial Public Offering and Listing of RMB-denominated Ordinary Shares (A Shares) and the Remedial Measures for Current Returns of Chengdu Expressway Co., Ltd., and made undertakings on earnest implementation of the remedial measures for returns. Details are set out in Appendix III to this circular.

The proposal on impact analysis of the dilution of current returns by the initial public offering and listing of RMB-denominated ordinary shares (A Shares) and the remedial measures for current returns will be submitted by way of special resolution for consideration and approval respectively at the EGM and the Class Meetings.

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LETTER FROM THE BOARD

IX. PROPOSAL ON THE ISSUANCE OF UNDERTAKINGS AND RESTRICTIVE MEASURES RELATED TO THE INITIAL PUBLIC OFFERING AND LISTING OF RMB-DENOMINATED ORDINARY SHARES (A SHARES)

Pursuant to the Securities Law, the Opinions on Further Promoting the Reform of the New Share Issuance System, the Guidelines on Application of Regulatory Rules – Shareholder Information Disclosure of Enterprises Applying for Initial Public Offerings and relevant requirements, the Company intends to include the Undertakings of Chengdu Expressway Co., Ltd. on the Prospectus Containing No False Representation, Misleading Statement or Material Omission, the Undertakings on Repurchase of Shares Fraudulently Offered and Listed, and the Undertakings on Restrictive Measures Against Violation of Public Undertakings into the documents submitted for the Proposed Offering. Details are set out in Appendix IV to this circular.

The proposal on the issuance of undertakings and restrictive measures related to the initial public offering and listing of RMB-denominated ordinary shares (A Shares) will be submitted by way of special resolution for consideration and approval respectively at the EGM and the Class Meetings.

X. PROPOSAL ON REVIEWING THE REPORT ON UTILISATION OF THE PREVIOUSLY RAISED PROCEEDS

The Company has verified and prepared the Report of Chengdu Expressway Co., Ltd. on Utilisation of the Previously Raised Proceeds pursuant to the Requirements on Report on Utilisation of the Previously Raised Proceeds issued by the CSRC and applicable laws and regulations. Details are set out in Appendix V to this circular.

The proposal on reviewing the report on utilisation of the previously raised proceeds will be submitted by way of ordinary resolution for consideration and approval at the EGM.

XI. PROPOSAL ON AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In order to satisfy relevant requirements on corporate governance and standardised operation following completion of the Proposed A-share Offering, the Company intends to make amendments to the Articles of Association according to the Guidelines on Articles of Association, Self-regulatory Guideline No. 1 on Listed Companies of the Shanghai Stock Exchange – Standardised Operation, the Securities Law and other relevant laws, regulations and regulatory documents, and to supplement and modify the wordings, and simultaneously adjust the original format and punctuation flaws contained in the Articles of Association with reference to practices of listed peers and with due regard to the actual situation of the Company. Details of the proposed amendments to the Articles of Association are set out in Appendix VI to this circular.

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LETTER FROM THE BOARD

Subject to consideration and approval at the EGM and the Class Meetings, the proposed amendments to the Articles of Association shall take effect from the date on which the Proposed Offering is completed.

The proposal on amendments to the Articles of Association will be submitted by way of special resolution for consideration and approval respectively at the EGM and the Class Meetings.

XII. PROPOSAL ON AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

In order to satisfy relevant requirements on corporate governance and standardised operation following completion of the Proposed A-share Offering, the Company intends to make corresponding amendments to the Rules of Procedure of the General Meetings based on the proposed amendments to the Articles of Association and specific regulatory requirements for A-share listed companies, and to supplement and modify the wordings, and simultaneously adjust the original format and punctuation flaws contained in the Rules of Procedure of the General Meetings based on the actual situation of the Company. Details of the proposed amendments to the Rules of Procedure of the General Meetings are set out in Appendix VII to this circular.

Subject to consideration and approval at the EGM and the Class Meetings and relevant procedures of regulatory authorities, the proposed amendments to the Rules of Procedure of the General Meetings shall take effect from the date on which the Proposed Offering is completed.

The proposal on amendments to the Rules of Procedure of the General Meetings will be submitted by way of special resolution for consideration and approval respectively at the EGM and the Class Meetings.

XIII. PROPOSAL ON AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF DIRECTORS

In order to satisfy relevant requirements on corporate governance and standardised operation following completion of the Proposed A-share Offering, the Company intends to make corresponding amendments to the Rules of Procedure of the Board of Directors based on the proposed amendments to the Articles of Association and specific regulatory requirements for A-share listed companies, and to supplement and modify the wordings, and simultaneously adjust the original format and punctuation flaws contained in the Rules of Procedure of the Board of Directors based on the actual situation of the Company. Details of the proposed amendments to the Rules of Procedure of the Board of Directors are set out in Appendix VIII to this circular.

Subject to consideration and approval at the EGM and the Class Meetings and relevant procedures of regulatory authorities, the proposed amendments to the Rules of Procedure of the Board of Directors shall take effect from the date on which the Proposed Offering is completed.

The proposal on amendments to the Rules of Procedure of the Board of Directors will be submitted by way of special resolution for consideration and approval respectively at the EGM and the Class Meetings.

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LETTER FROM THE BOARD

XIV. PROPOSAL ON AMENDMENTS TO THE RULES OF PROCEDURE OF THE SUPERVISORY COMMITTEE

The Company intends to make corresponding amendments to the Rules of Procedure of the Supervisory Committee based on the proposed amendments to the Articles of Association and specific regulatory requirements for A-share listed companies. Details of the proposed amendments to the Rules of Procedure of the Supervisory Committee are set out in Appendix IX to this circular.

Subject to consideration and approval at the EGM and the Class Meetings and relevant procedures of regulatory authorities, the proposed amendments to the Rules of Procedure of the Supervisory Committee shall take effect from the date on which the Proposed Offering is completed.

The proposal on amendments to the Rules of Procedure of the Supervisory Committee will be submitted by way of special resolution for consideration and approval respectively at the EGM and the Class Meetings.

XV. PROPOSAL ON AMENDMENTS TO THE MANAGEMENT RULES ON RELATED PARTY (CONNECTED) TRANSACTIONS OF CHENGDU EXPRESSWAY CO., LTD.

In order to satisfy specific regulatory requirements following completion of the Proposed A-share Offering, the Company intends to supplement or modify the existing Management Rules on Connected Transactions of Chengdu Expressway Co., Ltd. in accordance with the Securities Law, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, the Self-regulatory Guideline No. 5 on Listed Companies of the Shanghai Stock Exchange – Transactions and Related Party Transactions and other domestic laws and regulations and based on the actual situation of the Company, including addition of the definitions of “related parties (connected persons)” and “related party (connected) transactions”, and requirements regarding the decision-making process and disclosure of related party (connected) transactions under the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, as well as adjusting relevant expressions with reference to the differences in domestic and overseas requirements and practices of similar listed companies. Details of the proposed amendments to the Management Rules on Related Party (Connected) Transactions of Chengdu Expressway Co., Ltd. are set out in Appendix X to this circular.

Subject to consideration and approval at the EGM, the amendments to the Management Rules on Related Party (Connected) Transactions of Chengdu Expressway Co., Ltd. shall take effect from the date on which the Proposed Offering is completed.

The proposal on amendments to Management Rules on Related Party (Connected) Transactions of Chengdu Expressway Co., Ltd. will be submitted by way of ordinary resolution for consideration and approval at the EGM.

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LETTER FROM THE BOARD

XVI. PROPOSAL ON FORMULATION OF WORKING RULES OF INDEPENDENT DIRECTORS OF CHENGDU EXPRESSWAY CO., LTD.

In order to satisfy relevant requirements on corporate governance and standardised operation following completion of the Proposed A-share Offering, the Company intends to formulate the Working Rules of Independent Directors of Chengdu Expressway Co., Ltd. in accordance with the Rules for Independent Directors of Listed Companies, the Standards on Corporate Governance of Listed Companies, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (revised in January 2022), Self-regulatory Guideline No. 1 on Listed Companies of the Shanghai Stock Exchange – Standardised Operation, the Listing Rules and other laws, regulations and regulatory rules of the places where Shares of the Company are listed as well as the Articles of Association, and based on the actual situation of the Company with reference to practices of other A+H share listed companies. The full text of the rules is set out in Appendix XI to this circular.

Subject to consideration and approval at the EGM, the formulation of the Working Rules of Independent Directors of Chengdu Expressway Co., Ltd. shall take effect from the date on which the Proposed Offering is completed.

The proposal on formulation of the Working Rules of Independent Directors of Chengdu Expressway Co., Ltd. will be submitted by way of ordinary resolution for consideration and approval at the EGM.

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LETTER FROM THE BOARD

XVII. IMPACT OF THE PROPOSED OFFERING ON SHAREHOLDING STRUCTURE OF THE COMPANY

For information and illustration purposes only, assuming that all 552,034,000 A Shares under the Proposed Offering are issued and the issued share capital of the Company remains unchanged before completion of the A-share offering, the shareholding structure of the Company as at the Latest Practicable Date and immediately after completion of the Proposed Offering is as follows:

			Immediately after completion	Immediately after completion
	As at the Latest Practicable Date		of the Proposed Offering(1)
		Approximate		Approximate
	percentage of the			percentage of the
	issued Shares of			issued Shares of
	Number of Shares	the Company	Number of Shares	the Company
		(%)		(%)
Domestic Shares
– D omestic Shares/A Shares converted
from Domestic Shares and to be held by
non-public Shareholders(2)	1,200,000,000	72.46	1,200,000,000	54.34
– Newly issued A Shares under the
Proposed A-share Offering(3)	–	–	552,034,000	25.00
Sub-total	1,200,000,000	72.46	1,752,034,000	79.34
H Shares
– H Shares held by non-public Shareholders	0	0	0	0
– H Shares held by the public	456,102,000	27.54	456,102,000	20.66
Sub-total	456,102,000	27.54	456,102,000	20.66
Total	1,656,102,000	100.00	2,208,136,000	100.00

Notes:

(1) Immediately after completion of the Proposed Offering, the issued Domestic Shares will be converted into A Shares;
(2) As at the Latest Practicable Date, Chengdu Communications Investment, a substantial Shareholder of the Company, directly holds 300,000,000 Domestic Shares and indirectly holds 900,000,000 Domestic Shares through Chengdu Expressway Construction, its subsidiary. Upon completion of the Proposed Offering, Chengdu Communications Investment and its subsidiary will hold 1,200,000,000 A Shares, which is the same as the number of Domestic Shares held before the Proposed Offering, and the Shares held by them are not counted as a part of the public float;
(3) It is assumed that A shares are to be held by independent third parties and counted into the public float.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, based on the information available to the Company and to the best of the Directors’ knowledge, the public float of the Company is in compliance with relevant requirements in Rule 8.08 of the Listing Rules. Assuming that all 552,034,000 A Shares under the Proposed Offering are approved to be issued and are entirely issued to non-core connected persons of the Company, immediately after completion of the Proposed Offering, the percentage of H Shares held by the public in the total number of Shares upon completion of the Proposed Offering is estimated at approximately 20.66%, and the percentage of Shares (A Shares and H Shares collectively) held by the public in the total number of Shares upon completion of the Proposed Offering is estimated at approximately 45.66%; and the public float of the Company will still meet relevant requirements in Rule 8.08 of the Listing Rules. The Company will closely monitor its public float percentage to ensure compliance with relevant requirements on public float at all times.

As at the Latest Practicable Date, the Company has not entered into or intends to enter into any agreement with any of its connected persons on subscription of A Shares, nor has any connected person indicated its intention to the Company for participating in subscription of A Shares.

XVIII. REASONS FOR AND PURPOSES OF THE PROPOSED A-SHARE OFFERING

The Proposed Offering will facilitate the Company to further enhance its capital strength, improve capital structure, reinforce risk resilience, boost brand awareness, and provide impetus for the Company to pursue new business opportunities. Besides, the Company will leverage the effective financing channels to consolidate its foothold in Chengdu and establish business presence out of Sichuan Province, and forge efficient interconnection between its operations and the capital market, thereby further enhancing its principal business, promoting growth of new businesses, improving the overall value and core competitiveness of the Company, and strengthening its influence in the industry to better serve the economic and social development.

All Directors (including the independent non-executive Directors) are of the opinion that the Proposed Offering is in the interests of the Company and its Shareholders as a whole.

XIX. EQUITY FINANCING ACTIVITIES IN THE PAST 12 MONTHS

During the past 12 months immediately before the Latest Practicable Date, the Company has not conducted any equity financing activities or issued any equity securities.

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LETTER FROM THE BOARD

XX. EGM, H SHARE CLASS MEETING AND DOMESTIC SHARE CLASS MEETING

The EGM, the H Share Class Meeting and the Domestic Share Class Meeting of the Company will be held at the meeting room 1 of Chengdu Expressway Co., Ltd., 9th Floor, Chengnan Tianfu Building, No. 66 Shenghe 1st Road, High-Tech Zone, Chengdu, Sichuan Province, the PRC at 10:00 a.m. on Wednesday, 26 October 2022. Notices convening the EGM, the H Share Class Meeting and the Domestic Share Class Meeting are set out at the end of this circular.

The reply slips and forms of proxy for use at the EGM, the H Share Class Meeting and the Domestic Share Class Meeting are also enclosed herein and published on the website of the Stock Exchange (www.hkexnews.hk). If the Shareholders intend to appoint proxy(ies) to attend the above meetings, they are required to complete and return the applicable forms of proxy in accordance with the instructions printed thereon.

For holders of H Shares, the form(s) of proxy, and if the form(s) of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority must be delivered to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 24 hours before the time for holding the EGM and the H Share Class Meeting in order for such documents to be valid. For holders of Domestic Shares, the form(s) of proxy, and if the form(s) of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority must be delivered to the Board Office of the Company in the PRC at 9th Floor, Chengnan Tianfu Building, No. 66 Shenghe 1st Road, High-Tech Zone, Chengdu, Sichuan Province, the PRC, not less than 24 hours before the time for holding the EGM and the Domestic Share Class Meeting in order for such documents to be valid.

Holders of H Shares and Domestic Shares who intend to attend the EGM, the H Share Class Meeting and the Domestic Share Class Meeting must complete the reply slip(s) and return the same to the Board Office of the Company not later than Friday, 21 October 2022.

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LETTER FROM THE BOARD

In order to ascertain Shareholders’ entitlement to attend and vote at the EGM, the H Share Class Meeting and the Domestic Share Class Meeting, the register of members of the Company will be closed from Friday, 21 October 2022 to Wednesday, 26 October 2022 (both days inclusive), during which period no transfer of Shares will be registered. Shareholders whose names appear on the register of members of the Company on Friday, 21 October 2022 shall be eligible to attend and vote at the EGM, and holders of class Shares whose names appear on the register of members of the Company on the same date shall be eligible to attend and vote at the H Share Class Meeting and the Domestic Share Class Meeting.

In order to qualify for attending and voting at the EGM, the H Share Class Meeting and the Domestic Share Class Meeting, for holders of H Shares, all transfer documents accompanied by the relevant Share certificates shall be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, before 4:30 p.m. on Thursday, 20 October 2022; while for holders of Domestic Shares, all transfer documents accompanied by the relevant Share certificates shall be lodged with the Company’s Board Office in the PRC at 9th Floor, Chengnan Tianfu Building, No. 66 Shenghe 1st Road, High-Tech Zone, Chengdu, Sichuan Province, the PRC, before 4:30 p.m. on Thursday, 20 October 2022.

XXI. RECOMMENDATIONS

The Directors consider that the above resolutions are in the interests of the Company and the Shareholders as a whole, and accordingly recommend the Shareholders to vote in favor of the relevant resolutions to be proposed at the EGM, the H Share Class Meeting and the Domestic Share Class Meeting.

By order of the Board Chengdu Expressway Co., Ltd. Xiao Jun Chairman

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PRICE STABILISATION PLAN FOR THE THREE YEARS AFTER THE INITIAL PUBLIC OFFERING AND LISTING OF RMB‑DENOMINATED ORDINARY SHARES (A SHARES)

APPENDIX I

PRICE STABILISATION PLAN FOR THE THREE YEARS AFTER THE INITIAL PUBLIC OFFERING AND LISTING OF RMB-DENOMINATED ORDINARY SHARES (A-SHARES) ON THE SHANGHAI STOCK EXCHANGE OF CHENGDU EXPRESSWAY CO., LTD.

In order to protect interests of investors and refine the price stabilisation measures of Chengdu Expressway Co., Ltd. (the “ Company ”) in case that the A share price falls below net assets per share within three years after the initial public offering and listing of RMB-denominated ordinary shares (A-shares) on the Shanghai Stock Exchange (the “ Proposed Offering ”), the following plan has been prepared by the Company in accordance with requirements of the Opinions on Further Promoting the Reform of the New Share Issuance System issued by the China Securities Regulatory Commission:

I. CONDITIONS FOR ACTIVATING THE PRICE STABILISATION PLAN

Within three years from the date of listing of relevant shares, the Company shall activate the price stabilisation plan under a circumstance emerging as the first instance each year that closing price (subject to adjustments in accordance with requirements of the Shanghai Stock Exchange to reflect ex-right and ex-dividend events due to distribution of cash dividends, bonus issue, capitalisation issue, new share issuance and other reasons, similarly hereinafter) of the Company’s A shares (note: both “stock(s)” and “share(s)” contained herein shall refer to A shares) falls below the latest audited net assets per share of the Company for 20 consecutive trading days, subject to applicable laws, regulations and regulatory documents, as well as listing rules and requirements of securities regulatory authorities of the places where shares of the Company are listed on increase of shareholdings or share repurchase.

II. OPTIONS AND PRIORITY OF PRICE STABILISATION MEASURES

(I) Price stabilisation measures

After the condition for activating the price stabilisation measures is satisfied, the Company shall promptly take part or all of the following measures to stabilise its stock price subject to laws, regulations and regulatory documents, as well as listing rules and requirements of securities regulatory authorities of the places where shares of the Company are listed on increase of shareholdings or share repurchase:

Share repurchase by the Company;
Increase of shareholdings in the Company by the controlling shareholders of the Company;
Increase of shareholdings in the Company by directors (excluding independent directors, similarly hereinafter) and senior management of the Company.

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APPENDIX I

PRICE STABILISATION PLAN FOR THE THREE YEARS AFTER THE INITIAL PUBLIC OFFERING AND LISTING OF RMB‑DENOMINATED ORDINARY SHARES (A SHARES)

(II) Priority in executing price stabilisation measures

Share repurchase by the Company, provided that if such repurchase would render the Company unqualified for the statutory listing requirements, the controlling shareholders shall increase their shareholdings in the Company as the first option.
Increase of shareholdings in the Company by the controlling shareholders. The controlling shareholders shall increase their shareholdings in the Company as and when any of the following conditions is satisfied:
(1) The daily closing price of the Company’s shares falls below the latest audited net assets per share for 10 consecutive trading days commencing from the day immediately after the share repurchase plan is completed by the issuer;
(2) The conditions for activating the price stabilisation plan are re-triggered within three months commencing from the day immediately after the share repurchase plan is completed by the issuer.
Increase of shareholdings in the Company by directors and senior management of the Company. Directors and senior management shall increase their shareholdings in the Company as and when any of the following conditions is satisfied:
(1) The daily closing price of the Company’s shares falls below the latest audited net assets per share for 10 consecutive trading days commencing from the day immediately after the shareholding increase plan is completed by the controlling shareholders;
(2) The conditions for activating the price stabilisation plan are re-triggered within three months commencing from the day immediately after the shareholding increase plan is completed by the controlling shareholders.
The Company, its controlling shareholders, directors and senior management will be automatically released from their price stabilisation obligation within the three months after all the three price stabilisation measures above are fulfilled. Commencing from the first trading day immediately after the three months after all the three price stabilisation measures above are fulfilled, if the closing price of the Company’s A-shares remains below the latest audited net assets per share for 20 consecutive trading days, the price stabilisation obligation shall automatically arise for the Company, its controlling shareholders, directors and senior management in the priority set out in subparagraphs 1, 2 and 3 above.

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APPENDIX I

PRICE STABILISATION PLAN FOR THE THREE YEARS AFTER THE INITIAL PUBLIC OFFERING AND LISTING OF RMB‑DENOMINATED ORDINARY SHARES (A SHARES)

III. ACTION PLAN FOR PRICE STABILISATION MEASURES

(I) Share repurchase by the Company

As and when the relevant condition above for activating the price stabilisation plan is satisfied, the Company shall repurchase part of its shares from public shareholders in accordance with the Share Repurchase Rules for Listed Companies, listing rules of the places where shares of the Company are listed and relevant requirements, while ensuring that the repurchase would not result in a shareholding structure disqualified for the listing requirements. The Company shall go through the internal examination and approval procedures according to applicable laws and regulations, regulatory documents, listing rules and requirements of the securities regulatory authorities of the places where shares of the Company are listed and the Articles of Association, and fulfil the relevant procedures required by such regulations and obtain the required approvals before implementing the share price stabilisation plan. In repurchasing its shares for price stabilisation purpose, the Company shall satisfy the following conditions in addition to requirements of applicable laws, regulations and regulatory documents, as well as listing rules and requirements of the securities regulatory authorities of the places where shares of the Company are listed:

The share repurchase price shall not exceed the latest audited net assets per share of the Company;
The total share repurchase capital for price stabilisation in any single financial year shall not exceed 5% of the net profit attributable to shareholders of the listed company for the previous year, for which an upper limit shall be determined by the Board of Directors based on current financial and business performance of the Company.

(II) Increase of shareholdings in the Company by the controlling shareholders of the Company

As and when the relevant condition above for activating the price stabilisation plan is satisfied, the controlling shareholders of the Company shall increase their shareholdings in the issuer, subject to the preconditions and requirements of applicable laws, regulations and regulatory documents, as well as listing rules and requirements of the securities regulatory authorities of the places where shares of the Company are listed. In increasing their shareholdings in the issuer for price stabilisation purpose, the controlling shareholders shall satisfy the following conditions in addition to requirements of applicable laws, regulations and regulatory documents, as well as listing rules and requirements of the securities regulatory authorities of the places where shares of the Company are listed:

The price for shareholding increase shall not exceed the latest audited net assets per share of the issuer;
They shall undertake that no shares acquired from the shareholding increase may be sold within 6 months after the shareholding increase plan is completed;
The controlling shareholders shall increase their shareholdings in the Company through centralised bidding or other methods acceptable to securities regulatory authorities, subject to relevant requirements of securities regulatory authorities and the stock exchanges on increase of shareholdings in a listed company by its controlling shareholders; The combined capital used by controlling shareholders in any single shareholding increase shall not be less than 10% of cash dividends of the Company for the previous year, subject to an annual total sum not exceeding 30% of such cash dividends for the previous year.

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PRICE STABILISATION PLAN FOR THE THREE YEARS AFTER THE INITIAL PUBLIC OFFERING AND LISTING OF RMB‑DENOMINATED ORDINARY SHARES (A SHARES)

APPENDIX I

(III) Increase of shareholdings in the Company by directors and senior management of the Company

As and when the relevant condition above for activating the price stabilisation plan is satisfied, directors and senior management of the Company shall increase their shareholdings in the Company, subject to the preconditions and requirements of applicable laws, regulations and regulatory documents, as well as listing rules and requirements of the securities regulatory authorities of the places where shares of the Company are listed. In increasing their shareholdings in the Company for price stabilisation purpose, directors and senior management of the Company shall satisfy the following conditions in addition to requirements of applicable laws, regulations and regulatory documents, as well as listing rules and requirements of the securities regulatory authorities of the places where shares of the Company are listed:

The price for shareholding increase shall not exceed the latest audited net assets per share of the Company;
No shares acquired from the shareholding increase may be sold within 6 months after the shareholding increase plan is completed;
The cash capital used by directors and senior management in any single shareholding increase shall not be less than 10% of their total cash remunerations (after tax) received from the Company for the previous year, subject to an annual total sum not exceeding 30% of their total cash remunerations (after tax) for the previous year.

In order to protect legitimate rights and interests of investors and ensure effective performance of relevant undertakings, within three years from the date of listing of relevant shares, the Company shall procure the newly appointed directors and senior management, if any, to fulfil the undertakings made by the incumbent directors and senior management at the listing.

(IV) Circumstances of terminating the price stabilisation plan

With effect from the date on which the price stabilisation plan for the Company/controlling shareholders of the Company/directors and senior management of the Company is published, if any of the following circumstances occurs, it shall be deemed that the price stabilisation plan has been completed and their undertakings have been fulfilled, and the published price stabilisation plan shall be terminated:

Closing price of the Company’s shares stays above the latest audited net assets per share for 5 consecutive trading days;
A further repurchase of shares or increase of shareholdings in the Company would render the Company unqualified for the listing requirements;
A further increase of shareholdings would trigger tender offer obligations for a party which however has no intention to launch such a tender offer.

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APPENDIX I

PRICE STABILISATION PLAN FOR THE THREE YEARS AFTER THE INITIAL PUBLIC OFFERING AND LISTING OF RMB‑DENOMINATED ORDINARY SHARES (A SHARES)

IV. RESTRICTIVE MEASURES

(I) Restrictive measures against the breach of price stabilisation undertakings by the Company

In case that the Company violates its price stabilisation undertakings for the three years after the listing, the Company shall:

Make public the specific reasons for failing to fulfil the undertakings in the general meeting and the newspapers designated by the CSRC, apologize to shareholders and public investors, and propose supplementary or alternative undertakings to protect rights and interests of investors as far as possible;
Indemnify investors according to law against their loss as a result of the failure to fulfil such undertakings.

(II) Restrictive measures against the breach of price stabilisation undertakings by the controlling shareholders of the Company

In case that a controlling shareholder of the Company violates its price stabilisation undertakings for the three years after the listing, the controlling shareholder shall:

Make public the specific reasons for failing to fulfil the undertakings in the general meeting and the newspapers designated by the CSRC, apologize to other shareholders and public investors, and propose supplementary or alternative undertakings to protect rights and interests of investors as far as possible;
Return its after-tax cash dividends received from the issuer for the last financial year to the issuer. In case of a failure in returning the cash dividends as scheduled, the issuer may deduct from the subsequently declared cash dividends to the extent that the total deducted amount reaches the total after-tax cash dividends it received from the issuer for the last financial year covered by the price stabilisation obligation.

(III) Restrictive measures against the breach of price stabilisation undertakings by directors and senior management of the Company

A director or senior management member violating the price stabilisation undertakings for the three years after the listing shall make public the specific reasons for failing to fulfil the undertakings in the general meeting and the newspapers designated by the CSRC, apologize to other shareholders and public investors, and propose supplementary or alternative undertakings to protect rights and interests of investors as far as possible.

This plan shall take effect automatically after it is considered and approved at the general meeting and the initial public offering and listing of RMB-denominated ordinary shares (A-shares) of the Company on the Shanghai Stock Exchange are completed, and shall remain effective within the three years thereafter.

– 25 –

SHAREHOLDER DIVIDEND PLAN FOR THE THREE YEARS AFTER LISTING OF A SHARES

APPENDIX II

SHAREHOLDER DIVIDEND PLAN FOR THE THREE YEARS AFTER LISTING OF A SHARES OF CHENGDU EXPRESSWAY CO., LTD.

Reference is made to the application of Chengdu Expressway Co., Ltd. (the “ Company ”) for initial public offering and listing of RMB-denominated ordinary shares (A-shares) on the Shanghai Stock Exchange. To clarify the dividend distribution plan for the future three years after the listing, improve transparency and actionability of dividend distribution strategy, facilitate shareholders to supervise operations of the Company and profit distribution and protect rights and interests of investors, the Company has prepared the Articles of Association of Chengdu Expressway Co., Ltd. (applicable after the listing of A-shares) in accordance with the Company Law of the People’s Republic of China, the Notice on Further Implementing Cash Dividend Policy of Listed Companies (Zheng Jian Fa [2012] No. 37) and Regulatory Guideline No. 3 on Listed Companies – Cash Dividends of Listed Companies (CSRC announcement [2022] No. 3) issued by the CSRC and relevant requirements. In order to refine the dividend distribution policy provided in the draft articles of association, improve transparency and actionability of dividend distribution strategy, and facilitate shareholders to supervise operations of the Company and profit distribution, the dividend plan for the three years after the listing of A-shares is proposed as follows:

I. CONSIDERATIONS FOR FUTURE PROFIT DISTRIBUTION PLAN

A set of sustainable, stable and rational investor return plan and mechanism will be established by the Company, with a view to its long-term and sustainable development and based on a combination of factors including its business conditions, development plan, shareholder return, financing cost and external environment.

II. BASIC PRINCIPLES FOR PROFIT DISTRIBUTION PLAN

Subject to applicable national laws and regulations and the Articles of Association, this plan will take into full consideration and reflect opinions of shareholders, independent directors and supervisors. A cash dividend prioritised principle will be adopted to align shareholder return with sustainable development of the Company, earnestly implement a sustainable, stable and rational profit distribution policy, and safeguard legitimate rights of shareholders including the return on assets.

III. DETAILS OF THE DIVIDEND PLAN FOR THE THREE YEARS AFTER THE LISTING

(I) Dividend may be distributed by the Company by way of cash or shares or a combination of both.
(II) In accordance with the Company Law, applicable laws and regulations and the Articles of Association, conditional upon sufficient financial resources, the Company may, at the end of each financial year, declare cash dividends out of its profit available for distribution after recovering losses in previous years and setting aside adequate statutory reserve fund.

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APPENDIX II SHAREHOLDER DIVIDEND PLAN FOR THE THREE YEARS AFTER LISTING OF A SHARES

(III) The Company’s profit distribution in cash for each of the future three years shall be no less than 20% of the profit available for distribution generated for the year. The specific cash dividend payout ratio each year shall be proposed in accordance with applicable laws and regulations, regulatory documents, the Articles of Association and business conditions of the Company, subject to consideration and approval at the general meeting.
(IV) Conditional upon sufficient cash dividends for distribution, the Company may also declare scrip dividend and conversion of capital reserve into share capital, for which a distribution plan shall be proposed by the Board of Directors and submitted to the general meeting for consideration.
(V) The undistributed profit retained after profit distribution for the current year is mainly used for major investments and cash expenditures related to principal business such as outbound investment and asset purchase, gradual expansion of business scale and optimisation of financial structure, so as to promote rapid business development and realise future development objectives of the Company in a well-planned and step-by-step manner, and ultimately maximise the interests of shareholders.

IV. ADJUSTMENT INTERVAL FOR DIVIDEND DISTRIBUTION POLICY AND RELATED DECISION-MAKING MECHANISM

The Company shall review its dividend distribution policy once every three years, to make appropriate and necessary modifications to the dividend distribution policy in force according to opinions of shareholders (especially public investors), independent directors and supervisors and determine the dividend distribution policy for the current period. The draft and revised profit distribution policy shall be prepared by the Board of Directors, for which independent directors shall issue their independent opinions, and shall be reviewed and approved by the Board of Directors and the Supervisory Committee, before submitted to the general meeting for consideration and approval by votes representing two-thirds or more of the voting rights of shareholders present at the general meeting (including their proxies). The Company shall provide an online voting system for casting votes and adequately solicit opinions of public investors in order to protect rights and interests of investors. The Company accepts suggestions and supervision of all shareholders, independent directors, supervisors and public investors on dividend distribution.

V. MISCELLANEOUS

Matters not covered by this plan shall be governed by applicable laws and regulations, regulatory documents and the Articles of Association. Subject to consideration and approval at the general meeting, this plan shall take effect from the date on which the initial public offering and listing of RMB-denominated ordinary shares (A-shares) of the Company on the Shanghai Stock Exchange are completed. This plan shall be interpreted by the Board of Directors.

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APPENDIX III IMPACT ANALYSIS OF THE DILUTION OF CURRENT RETURNS BY THE INITIAL PUBLIC OFFERING AND LISTING OF RMB‑DENOMINATED ORDINARY SHARES (A SHARES) AND THE REMEDIAL MEASURES FOR CURRENT RETURNS

IMPACT ANALYSIS OF THE DILUTION OF CURRENT RETURNS BY THE INITIAL PUBLIC OFFERING AND LISTING OF RMB-DENOMINATED ORDINARY SHARES (A-SHARES) AND THE REMEDIAL MEASURES FOR CURRENT RETURNS OF CHENGDU EXPRESSWAY CO., LTD.

Upon completion of the initial public offering and listing of RMB-denominated ordinary shares (A-shares) of Chengdu Expressway Co., Ltd. (the “ Company ”) on the Shanghai Stock Exchange, the Company’s share capital and net assets will increase. However, it takes time for the proceeds to generate income given the construction period of the projects financed by the proceeds, during which the Company should derive its revenue and net profit mainly from the existing operations. Metrics such as earnings per share and return on net assets are estimated to be diluted potentially during a certain period after the offering.

In order to fully protect interests of minority investors, the Company intends to take various measures to mitigate the risk of diluted current returns and improve the return profile, including the following undertakings:

I. STRENGTHEN THE PRINCIPAL BUSINESS TO ENHANCE SUSTAINABLE PROFITABILITY BASED ON BIGGER AND STRONGER CORE OPERATIONS

Proceeds from the Proposed Offering will be mainly used to expand principal business of the Company for continuous and stable growth. With its enhanced capital strength upon completion of the Proposed Offering, the Company will seize development opportunities in expressway and energy sectors, give full play to its strengths and improve internal management, so as to upgrade its comprehensive competitiveness and profitability and mitigate the risk of diluted current returns for shareholders as a result of the Proposed Offering.

II. STRENGTHEN PROCEEDS MANAGEMENT AND ACCELERATE INVESTMENT PROGRESS OF THE PROJECTS FINANCED BY THE PROCEEDS, AIMING TO ACHIEVE THE EXPECTED ECONOMICS OF PROJECTS AS SOON AS PRACTICABLE AND IMPROVE UTILISATION EFFICIENCY OF THE PROCEEDS

The Company has formulated the Management Rules on Raised Proceeds of Chengdu Expressway Co., Ltd. (applicable after the listing) in accordance with laws and regulations including the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (revised in January 2022), Regulatory Guideline No. 2 on Listed Companies – Regulatory Requirements on Management and Utilisation of Raised Proceeds of Listed Companies, Self-regulatory Guideline No. 1 on Listed Companies of the Shanghai Stock Exchange – Standardised Operation, the Administrative Measures on Initial Public Offerings and Listing of Shares, the Administrative Measures on Securities Issuance of Listed Companies, and the Administrative Measures on Securities Issuance and Underwriting (revised in 2018) as well as the Articles of Association of Chengdu Expressway Co., Ltd. These management rules are designed to strictly govern the deposit in designated account, utilisation, management, change of use and other activities in respect of the proceeds after the listing, so as to ensure reasonable and code-compliant use and improve utilisation efficiency of the proceeds.

After the proceeds are received, the Company shall strictly manage the proceeds in accordance with applicable laws and regulations and the Management Rules on Raised Proceeds of Chengdu Expressway Co., Ltd., to ensure adequate and efficient utilisation of the proceeds according to their intended use, accelerate construction of the projects financed by the proceeds and improve utilisation efficiency of the proceeds for better return to shareholders.

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III. IMPROVE CORPORATE GOVERNANCE AND UPGRADE OPERATING EFFICIENCY

In strict compliance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Standards on Corporate Governance of Listed Companies and relevant laws, regulations and regulatory documents, the Company will: continue to improve its governance structure, to ensure that the general meeting, the Board of Directors and the Supervisory Committee perform their respective duties and that independent directors and the Supervisory Committee perform their duties and powers independently and effectively; further strengthen holistic planning of business development, resource integration and financial management, to upgrade operating and management efficiency; and continue to strengthen quality and safety management and strictly implement various rules and measures, so as to ensure integrity and effectiveness of the internal control system and manage the Company’s business and control risks in a comprehensive and effective manner.

IV. BUILD UP A STRONG TALENT TEAM TO GROW THE DEVELOPMENT VITALITY

The Company has established a multi-level and multi-channel talent cultivation and construction system. While effectively cultivating and upgrading the existing talent team to give full play to the potential of its well-established talent echelon, the Company is stepping up introduction of high-quality external talents to constantly refine and replenish its talent pool. By upgrading age, educational and professional structure of workforce continuously, the Company seeks to establish a human resource team featuring rational structure and stable echelon to underpin the future business expansion.

V. OPTIMISE THE INVESTMENT RETURN MECHANISM

To improve and rationalise its dividend decision-making and supervision mechanism and give back to investors, the Company has formulated the Dividend Plan for the Three Years After the Listing of A-shares of Chengdu Expressway Co., Ltd. in accordance with relevant requirements of CSRC, and set forth its profit distribution policy and cash dividend policy in the Articles of Association of Chengdu Expressway Co., Ltd. (applicable after the listing), with a focus on rewarding investors with stable returns based on a combination of factors including its profitability, business development, internal and external financing environment, etc. Upon completion of the Proposed Offering, the Company will earnestly implement the profit distribution policy in accordance with the Articles of Association of Chengdu Expressway Co., Ltd. and the Dividend Plan for the Three Years After the Listing of A-shares of Chengdu Expressway Co., Ltd., seeking to create long-term value for shareholders and protect interests of investors.

In case that the Company’s provisions become inconsistent with future opinions and implementation rules issued by the CSRC and the Shanghai Stock Exchange on remedial measures for diluted current returns and relevant undertakings, the Company undertakes that it shall promptly make supplementary undertakings in accordance with requirements of the CSRC and the Shanghai Stock Exchange, and take initiatives to update its provisions in order to meet such requirements.

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APPENDIX IV ISSUANCE OF UNDERTAKINGS AND RESTRICTIVE MEASURES RELATED TO THE INITIAL PUBLIC OFFERING AND LISTING OF RMB‑DENOMINATED ORDINARY SHARES (A SHARES)

UNDERTAKINGS OF CHENGDU EXPRESSWAY CO., LTD. ON THE PROSPECTUS CONTAINING NO FALSE REPRESENTATION, MISLEADING STATEMENT OR MATERIAL OMISSION

The Company hereby issues the following undertakings regarding the prospectus in relation to initial public offering and listing of A shares (the “ Prospectus ”) pursuant to the Opinions of the CSRC on Further Promoting the Reform of the New Share Issuance System:

The information contained in the Prospectus is true, accurate and complete, and there is no false representation, misleading statement or material omission. The Company shall fulfill its undertakings in the principle of good faith and shall accept legal liability in this regard.

If, following the listing and circulation of the A shares issued by the Company through initial public offering, any false representation, misleading statement or material omission in the Prospectus results in a significant and substantive impact on establishment of a judgement as to whether the Company has satisfied the issue conditions as required by laws, the Company shall publish announcement(s) within two trading days upon receiving any administrative penalties from the CSRC or other competent regulatory authorities, or any decision of the people’s court affirming that the Company has committed the aforesaid misconduct, and shall, within 10 trading days from the date of such affirmation, convene a board meeting and dispatch the notice convening a general meeting in accordance with relevant laws, regulations and the articles of association of the Company, to repurchase in full the new shares issued by the Company through initial public offering based on the repurchase plan approved at the board meeting and general meeting subject to relevant laws, regulations and the requirements of the CSRC and the stock exchange at a price not lower than the issue price plus interest accrued thereon at the bank deposit rate for the same period from the date of issuance to the date of repurchase. Should there exist any ex-rights or ex-dividend of A shares due to profit distribution, bonus issue or placement after listing of A shares, the aforesaid issue price shall be adjusted for such ex-right or ex-dividend events. Should there exist bonus issue or conversion of capital reserve into shares, the number of shares to be repurchased shall be adjusted accordingly.

Should any false representation, misleading statement or material omission in the Prospectus results in losses to the investors in securities transactions, the Company shall compensate the investors for any loss suffered arising from securities investment, commissions and stamp duty according to the decision or judgement of the CSRC or other competent authorities and in strict compliance with the Securities Law of the People’s Republic of China and other laws and regulations.

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ISSUANCE OF UNDERTAKINGS AND RESTRICTIVE MEASURES RELATED TO THE INITIAL PUBLIC OFFERING AND LISTING OF RMB‑DENOMINATED ORDINARY SHARES (A SHARES)

APPENDIX IV

UNDERTAKINGS ON REPURCHASE OF SHARES FRAUDULENTLY OFFERED AND LISTED

The Company, Chengdu Expressway Co., Ltd., hereby issues the following undertakings on repurchase of shares fraudulently offered and listed:

The Company guarantees that no A shares are fraudulently offered and listed in the initial public offering.
In case of any fraudulence in seeking approval on the originally unqualified initial public offering of A shares, the Company shall launch share repurchase to repurchase all the new A shares publicly issued by the Company within five working days following affirmation by the CSRC and other competent authorities.

UNDERTAKINGS ON RESTRICTIVE MEASURES AGAINST VIOLATION OF PUBLIC UNDERTAKINGS

To specify the restrictive measures for violation of undertakings given by the Company in the initial public offering and listing of A shares and safeguard the legitimate rights and interests of investors, the Company will adopt the following restrictive measures in accordance with relevant regulatory requirements of the CSRC should the Company fail to fulfill its undertakings issued in the prospectus in relation to the initial public offering and listing of A shares (the “ Prospectus ”) and relevant listing documents (the “ Public Undertakings ”):

to disclose the reason, particulars and restrictive measures for failing to fulfill the Public Undertakings in a timely manner, propose supplemental undertakings or alternatives to the investors to protect their rights and interests, and apologise to the public and assume the corresponding economic and legal liabilities.
to reduce or cease payment of remunerations and bonuses to the director(s), supervisor(s) and senior management of the Company who are personally liable for failure of the Company to fulfill the Public Undertakings until the Company fulfills relevant Public Undertakings.
to proactively propose remedies and submit the same to the general meeting to preclude or mitigate losses incurred to investors, and in case of losses suffered by investors due to failure of the Company to fulfill Public Undertakings, the Company shall proactively adopt measures to compensate investors for relevant losses according to law.
to cease formulation or implementation of material acquisition or disposal of assets, issuance of additional shares, issuance of corporate bonds, material asset reorganisation and other capital operations until the Company fulfills relevant Public Undertakings.

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APPENDIX IV ISSUANCE OF UNDERTAKINGS AND RESTRICTIVE MEASURES RELATED TO THE INITIAL PUBLIC OFFERING AND LISTING OF RMB‑DENOMINATED ORDINARY SHARES (A SHARES)

to restrict the use of cash and bank balances in an amount equivalent to 2% of the net proceeds raised from the offering for the purpose of fulfilling the Company’s share price stabilisation undertakings should the Company fail to announce specific share repurchase plan(s) within the term undertaken or fail to implement the disclosed share repurchase plan after its share price stabilisation obligations are triggered.
should any false representation, misleading statement or material omission in the Prospectus result in a significant and substantive impact on establishment of a judgement as to whether the Company has satisfied the issue conditions as required by laws, and/or losses incurred to investors in securities transactions, and the Company fail to fulfill its undertakings regarding share repurchase and compensation of loss suffered by investors as stated in the Public Undertakings following receiving any administrative penalties from the CSRC or other competent regulatory authorities, or any decision of the people’s court, to restrict the use of cash and bank balances in an amount equivalent to the amount arrived at by multiplying the number of new shares issued and issue price plus interest accrued thereon at the bank deposit rate for the same period from the date of issuance to the date of repurchase for the purpose of fulfilling the undertakings regarding share repurchase and compensation of loss suffered by investors. Should there exist any ex-rights or ex-dividend of A shares due to profit distribution, bonus issue or placement after listing of A shares, the aforesaid issue price shall be adjusted for such ex-right or ex-dividend events.

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REPORT ON UTILISATION OF THE PREVIOUSLY RAISED PROCEEDS

APPENDIX V

REPORT ON UTILISATION OF THE PREVIOUSLY RAISED PROCEEDS AS OF 31 AUGUST 2022 OF CHENGDU EXPRESSWAY CO., LTD.

The board of directors of Chengdu Expressway Co., Ltd. (the “ Company ”) prepared the report on utilisation of proceeds as of 31 August 2022 raised by the Company from issuance of Renminbi ordinary shares in January 2019 and February 2019 (the “ Report on Utilisation of the Previously Raised Proceeds ”) in accordance with the Rules Governing the Report on Use of Proceeds from the Previous Fund Raising Activity (《關於前次募集資金使用情況報告的規定》) (Zheng Jian Fa Xing Zi [2007] No. 500) issued by the China Securities Regulatory Commission. The board of directors of the Company guarantees the truthfulness, accuracy and completeness of the Report on Utilisation of the Previously Raised Proceeds, and ensures that there is no false representation, misleading statement contained herein or material omission herefrom.

I. PARTICULARS OF THE PREVIOUSLY RAISED PROCEEDS

(I) Proceeds raised from public offering of H shares

Upon approval of the China Securities Regulatory Commission by way of the Approval on Issuance of Overseas Listed Foreign Shares by Chengdu Expressway Co., Ltd. (《關於核准成都高速公路股份有限公司發行境外上市外資股的批覆》) (Zheng Jian Xu Ke [2018] No. 1592) and The Stock Exchange of Hong Kong Limited (the “ Hong Kong Stock Exchange ”), on 15 January 2019, the Company publicly issued 400,000,000 overseas listed foreign shares (H shares) on the Hong Kong Stock Exchange at an issue price of HK$2.20 per share, and raised aggregate proceeds of HK$880,000,000.00 (equivalent to RMB757,820,800.00 at the spot exchange rate prevailing on 15 January 2019 of HK$1 = RMB0.8612). As of 15 January 2019, the Company received interest income of HK$1,026.73 (equivalent to RMB884.18), and the actual proceeds received by the Company, after deducting sponsor fees, Securities and Futures Commission transaction levy, the Hong Kong Stock Exchange trading fee and other issuance expense of HK$2,518,133.15 (equivalent to RMB2,168,515.54), totaled HK$877,482,893.58 (equivalent to RMB755,653,168.64).

Proceeds raised from the public offering of H shares were remitted to the special account for proceeds opened by the Company with Bank of China (Hong Kong) Limited (bank account number: 012-875-2-020280-8) on 15 January 2019 with the opening balance of HK$877,482,893.58 (equivalent to RMB755,653,168.64). On 27 February 2019, the Company transferred HK$837,482,593.58 (equivalent to RMB714,372,652.32) from the special account for proceeds (bank account number: 012-875-2-020280-8) to its special deposit account opened with Bank of China Limited Chengdu Shudu Sub-branch (bank account number: 130711187921). As of 31 August 2022, balance in the special account for proceeds (bank account number: 012-875-2-020280-8) amounted to HK$16,186,614.96 (equivalent to RMB14,210,229.27 at the spot exchange rate prevailing on 31 August 2022 of HK$1 = RMB0.8779), and balance in the special deposit account (bank account number: 130711187921) amounted to RMB5,942,125.95. The aforesaid proceeds have been fully utilised in line with the intended purposes, and the balance represents interest income accrued on proceeds.

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REPORT ON UTILISATION OF THE PREVIOUSLY RAISED PROCEEDS

APPENDIX V

(II) Over-allotment under the public offering of H shares

On 12 February 2019, the over-allotment option as set out in the H share prospectus was partially exercised, resulting in the over-allotment of 56,102,000 overseas listed foreign shares (H shares) by the Company at an issue price of HK$2.20 per share. The Company raised total proceeds of HK$123,424,400.00 (equivalent to RMB106,581,906.38 at the spot exchange rate prevailing on 12 February 2019 of HK$1 = RMB0.8635). As of 13 February 2019, actual proceeds raised by the Company, after deducting Securities and Futures Commission transaction levy and the Hong Kong Stock Exchange trading fee of HK$9,503.68 (equivalent to RMB8,206.81), totaled HK$123,414,896.32 (equivalent to RMB106,573,699.57).

Proceeds raised from exercise of the over-allotment option relating to the public offering of H shares were remitted to the special account for proceeds opened by the Company with Bank of China (Hong Kong) Limited (bank account number: 012-875-2-020280-8) on 12 February 2019 and 13 February 2019 with the opening balance of HK$123,414,896.32 (equivalent to RMB106,573,699.57). On 21 March 2019, the Company transferred HK$123,414,896.32 (equivalent to RMB105,063,101.24) from the special account for proceeds (bank account number: 012-875-2-020280-8) to its special deposit account opened with Bank of China Limited Chengdu Shudu Sub-branch (bank account number: 130711187921). As of 31 August 2022, the aforesaid proceeds have been fully utilised in line with the intended purposes, and the balance represents interest income accrued on proceeds.

Aggregate proceeds from the aforesaid public offering of H shares and exercise of over-allotment option relating to the public offering of H shares were HK$1,003,424,400.00 (equivalent to RMB864,402,706.38), and after deducting the underwriting commission, sponsor fees and other issuance expenses of RMB61,952,183.84, the actual net proceeds amounted to RMB802,450,522.54.

Proceeds from the aforesaid public offering of H shares and exercise of over-allotment option relating to the public offering of H shares were verified by WUYIGE Certified Public Accountants LLP, who issued a Capital Verification Report (DAXIN Yan Zi [2020] No. 14-00007) thereon.

II. EXPLANATIONS ON ACTUAL USE OF PREVIOUSLY RAISED PROCEEDS

(I) Table of comparison on use of previously raised proceeds

Table of comparison on use of previously raised proceeds	Table of comparison on use of previously raised proceeds	Unit: RMB0’000
Net proceeds: 80,245.05	Accumulated net proceeds	80,245.05
	utilised:
	Amount of net proceeds
	utilised, breakdown by
	year:
Total proceeds with change in use: –	2019:	53,560.35
Percentage of total proceeds with change in use: –	2020:	22,402.00
	2021:	4,282.70
	January to August 2022:	0.00

– 34 –

REPORT ON UTILISATION

APPENDIX V

OF THE PREVIOUSLY RAISED PROCEEDS

==> picture [426 x 359] intentionally omitted <==

----- Start of picture text -----

Accumulated investment amount with proceeds
Investment projects Total investment with proceeds as of the closing date
Difference
between
actual
investment
amount and
Committed Committed Committed Committed committed Date of availability of
investment investment Actual investment investment Actual investment the projects for intended
Committed Actual amount before amount after investment amount before amount after investment amount after use or project progress
No. investment projects investment projects fund-raising fund-raising amount fund-raising fund-raising amount fund-raising as at closing date
1 Acquiring or investing in one Acquisition of 51% equity 48,993.00 56,171.54 56,171.54 48,993.00 56,171.54 56,171.54 0.00 Not applicable
high-quality expressway Note interest in Sichuan Chengming
Expressway Co., Ltd. ( 四川
成名高速公路有限公司 )
2 Establishing new business Establishment of Chengdu 6,999.00 8,024.50 8,024.50 6,999.00 8,024.50 8,024.50 0.00 Not applicable
segments or acquiring other Expressway Zhenxing
complementary business Note Development Co., Ltd. ( 成都
高速振興發展有限責任公
司 ) and Chengdu Expressway
Operation Management Co.,
Ltd. ( 成都高速運營管理有
限公司 )
3 Improving the operational Improving the operational 6,999.00 8,024.50 8,024.50 6,999.00 8,024.50 8,024.50 0.00 Not applicable
efficiency of expressways efficiency of expressways
4 General corporate and working General corporate and working 6,999.00 8,024.51 8,024.51 6,999.00 8,024.51 8,024.51 0.00 Not applicable
capital purposes capital purposes
Total – – 69,990.00 80,245.05 80,245.05 69,990.00 80,245.05 80,245.05 0.00 –
----- End of picture text -----

Note: The Company has completed the acquisition of 51% equity interest in Sichuan Chengming Expressway Co., Ltd. on 20 December 2019. For details, please refer to the announcement of the Company dated 20 December 2019. Besides, each of Chengdu Expressway Zhenxing Development Co., Ltd. and Chengdu Expressway Operation Management Co., Ltd. has been established on 28 February 2020 and 29 April 2020, respectively.

(II) Explanations on change of actual investment projects financed with previously raised proceeds

There was no change in projects financed with previously raised proceeds.

(III) Difference between and explanations on the total actual investment amount and committed investment amount in projects financed with previously raised proceeds

There was no difference between the actual total investment amount and committed investment amount in projects financed with the previously raised proceeds.

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REPORT ON UTILISATION OF THE PREVIOUSLY RAISED PROCEEDS

APPENDIX V

(IV) Explanations on disposal or swap of investment projects financed with previously raised proceeds

The Company swapped the self-raised funds pre-invested in the investment projects with the previously raised proceeds as follows:

The Company swapped the self-raised funds pre-invested in the investment projects with the previously raised proceeds totaling RMB21,075,600.

The Company swapped the prepaid issuance expense with previously raised proceeds as follows:

The Company swapped the issuance expense prepaid with self-raised funds with previously raised proceeds totaling RMB40,676,100.

(V) Explanations on use of idle proceeds

Under the premise of guaranteeing scheduled progress of the investment of the previously raised proceeds, the Company used temporarily idle proceeds for cash management, i.e. purchase of other types of bank deposits: certificate of deposit.

As of 31 August 2022, balance of the proceeds used by the Company for cash management amounted to RMB0.00.

(VI) Explanations on use of balance of proceeds

The previously raised proceeds of the Company have been fully utilised in line with the intended purposes. Aggregate interest income in the special account for proceeds (bank account number: 012-875-2-020280-8) and special deposit account (bank account number: 130711187921) amounted to RMB27,545,210.69. As of 31 August 2022, the Company has used RMB7,392,855.47 of such interest income for general working capital, upon which, the balance of proceeds in the special account for proceeds (bank account number: 012-875-2-020280-8) amounted to HK$16,186,614.96 (equivalent to RMB14,210,229.27), and balance of proceeds in the special account for deposit (bank account number: 130711187921) amounted to RMB5,942,125.95, two bank accounts aggregating RMB20,152,355.22 (representing interest income accrued on proceeds). The Company resolved to fully utilise the aforesaid balance of proceeds for permanent replenishment of working capital.

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REPORT ON UTILISATION OF THE PREVIOUSLY RAISED PROCEEDS

APPENDIX V

III. EXPLANATIONS ON PROFITS GENERATED FROM THE INVESTMENT PROJECTS FINANCED WITH PREVIOUSLY RAISED PROCEEDS
(I) Table of comparison of profits generated from the investment projects financed with previously raised proceeds

Table of comparison of use of the previously raised proceeds

Unit: RMB0’000

Accumulated
Actual investment projects project capacity Actual profits for the latest three years and the latest period Accumulated as of the closing January to profits as of Whether reached
No. Project name date Committed profits 2019 2020 2021 August 2022 the closing date expected profit 1 Acquisition of 51% equity Not applicable Generating reasonable return Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable interest in Sichuan during the investment Chengming Expressway period with yield of not less Co., Ltd. ( 四川成名高 than 10% 速公路有限公司 )
2 Establishment of Chengdu Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Expressway Zhenxing Development Co., Ltd. ( 成都高速振興發展有限責任公司 ) and Chengdu Expressway Operation Management Co., Ltd. ( 成都高速運營管理有限公司 )
3 Improving the operational Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable efficiency of expressways
4 General corporate and Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable working capital purposes

Note: For the investment project “Acquisition of 51% equity interest in Sichuan Chengming Expressway Co., Ltd. ( 四川成名高速公路有限公司 )”, the investment period is expected to be around 14 years. As of 31 August 2022, given that the investment period has not yet expired, the investment return for the latest three years and latest period cannot be calculated appropriately, the “Actual profits for the latest three years and the latest period”, “Accumulated profits as of the closing date” and “Whether reached expected profit” are stated as “Not applicable”.

(II) Explanations on investment projects financed with previously raised proceeds of which the profits cannot be recognised individually

Not applicable.

(III) Explanations on lower accumulated profits generated by investment projects financed with proceeds than committed accumulated profits

Not applicable.

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REPORT ON UTILISATION

APPENDIX V

OF THE PREVIOUSLY RAISED PROCEEDS

IV. EXPLANATIONS ON OPERATIONS OF ASSETS ACQUIRED IN EXCHANGE OF SHARE ISSUANCE IN PREVIOUS OFFERING

There was no subscription of shares under asset acquisition during the previous fund-raising activity of the Company.

V. EXPLANATIONS ON COMPARISON OF ACTUAL USE AND PUBLIC DISCLOSURE OF PREVIOUSLY RAISED PROCEEDS

The Company has verified, on an item-by-item basis, the actual use of previously raised proceeds and disclosure made in other information disclosure documents of the Company, and confirmed that the actual use of proceeds was in line with such disclosures.

VI. APPROVAL OF THE REPORT

This report was approved for issue by the board of directors of the Company on 9 September 2022.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX VI

Before amendments	After amendments	Basis of amendments
CHAPTER I GENERAL PROVISIONS	CHAPTER I GENERAL PROVISIONS
Article 1 To safeguard the legitimate rights and interests of Chengdu Expressway Co., Ltd. (the “Company”), its shareholders and creditors, and to regulate the organization and activities of the Company, these Articles of Association are hereby formulated, in accordance with⋯⋯the Guidelines on Articles of Association of Listed Companies (the “Guidelines on Articles of Association”), the Letter of Opinion on the Supplementation and Amendment to Articles of Association of Companies Listing in Hong Kong (the “Letter of Opinion on Amendment”), the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “HK Listing Rules”) and the Official Reply of the State Council on Adjusting the Notice Period for the General Meeting of Shareholders and Other Matters Applicable to Companies Listed Abroad (《國務院關於調整適用在境外上市公司召開股東大會通知期限等事項規定的批覆》) and other relevant regulations.	Article 1 To safeguard the legitimate rights and interests of Chengdu Expressway Co., Ltd. (the “Company”), its shareholders and creditors, and to regulate the organization and activities of the Company, these Articles of Association are hereby formulated, in accordance with⋯⋯the Guidelines on Articles of Association of Listed Companies(2022 Revision) ~~(the~~ ~~“Guidelines on Articles of Association”)~~ ~~,~~the Letter of Opinion on the Supplementation and Amendment to Articles of Association of Companies Listing in Hong Kong~~(the “Letter of Opinion on Amendment”)~~ ~~,~~the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “HK Listing Rules”) and the Official Reply of the State Council on Adjusting the Notice Period for the General Meeting of Shareholders and Other Matters Applicable to Companies Listed Abroad (《國務院關於調整適用在境外上市公司召開股東大會通知期限等事項規定的批覆》) and other relevant regulations.	Amended based on the latest applicable requirements and the C o m p a n y ’ s a c t u a l situation
Article 2 The Company is a joint stock company with limited liability incorporated pursuant to the Company Law, the Special Regulations and other relevant laws, administrative regulations and normative documents of China...The Company’s promoters are Chengdu Expressway Construction and Development Co., Ltd. and Chengdu Communications Investment Group Co., Ltd.	Article 2 The Company is a joint stock company with limited liability incorporated pursuant to the Company Law, the Special Regulations and other relevant laws, administrative regulations and normative documents of China...The Company’s promoters are Chengdu Expressway Construction and Development Co., Ltd. and Chengdu Communications Investment Group Co., Ltd. On September 30, 2018, the Company was approved by the China Securities Regulatory Commission (the“CSRC”) to issue not more than 460 million new foreign shares, upon completion of which, the Company was listed on the Main Board of The Stock Exchange of Hong Kong Limited (the“SEHK”) on January 15, 2019. Upon approval by [• ] on [• ], the Company issued [• ] Renminbi-denominated ordinary shares to the public through initial public offering, which were listed on the Shanghai Stock Exchange (the“SSE”) on [• ].	Newly added pursuant to Article 3 of the Guidelines on Articles of Association

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Article 8 These Articles of Association shall be passed by the shareholders’ general meetings and become effective from the date of listing and commencement of dealings of overseas listed foreign shares (H Shares) issued by the Company on the Stock Exchange of Hong Kong Limited (the “SEHK”)....	Article 8 These Articles of Association shall be passed by the shareholders’ general meetings and become effective from the date of~~listing and commencement of dealings~~ ~~of overseas listed foreign shares (H Shares) issued by~~ ~~the Company on the Stock Exchange of Hong Kong~~ ~~Limited (the “SEHK”)~~ initial public offering of A shares and listing on the SSE by the Company ....	Amended based on the Company’s actual situation
CHAPTER III SHARES	CHAPTER III SHARES
	SECTION I SHARE ISSUANCE	Section newly added with reference to the Guidelines on Articles of Association
	Article 13 Shares of the Company shall be in the form of share certificates.	Newly added based on Article 15 of the Guidelines on Articles of Association
	Article 14 The Company shall issue shares in an open, fair and impartial manner, and each share of the same class shall carry the same rights. Each of the shares of the same class shall be issued under the same conditions and at the same price in each issuance. The price payable per share subscribed by any entity or individual shall be the same.	Newly added based on Article 16 of the Guidelines on Articles of Association

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Article 15 Subject to the approval of the China Securities Regulatory Commission (the “CSRC”), the Company may issue its shares to domestic and foreign investors. The term “foreign investors” referred to in the preceding paragraph shall mean the investors from foreign countries and from the regions of Hong Kong, Macau and Taiwan that subscribe for the shares issued by the Company, and the term “domestic investors” shall mean the investors within the territory of the People’s Republic of China, excluding the abovementioned regions, that subscribe for the shares issued by the Company.		Article 15 Subject to the approval of~~the China Securities~~ ~~Regulatory Commission (~~ ~~t~~he~~“~~ CSRC~~”)~~ , the Company may issue its shares to domestic and foreign investors. The term “foreign investors” referred to in the preceding paragraph shall mean the investors from foreign countries and from the regions of Hong Kong, Macau and Taiwan that subscribe for the shares issued by the Company, and the term “domestic investors” shall mean the investors within the territory of the People’s Republic of China, excluding the abovementioned regions, that subscribe for the shares issued by the Company.		Amended based on the context of these Articles of Association
Article 14 All the shares issued by the Company shall have a par value denominated in Renminbi which shall be RMB1.00 per share. “Renminbi” referred to in the preceding paragraph means the lawful currency of the People’s Republic of China.		Article 16 All the shares issued by the Company shall have a par valuedenominated in Renminbi which shall be RMB1.00 per share. “Renminbi” referred to in the preceding paragraph means the lawful currency of the People’s Republic of China.		Added based on Article 17 of the Guidelines on Articles of Association

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Article 16 Shares issued by the Company to domestic investors to be subscribed for in Renminbi shall be referred to as domestic shares. Shares issued by the Company to foreign investors to be subscribed for in foreign currency shall be referred to as foreign shares. Foreign shares that are traded overseas shall be referred to as overseas listed foreign shares. The term “foreign currency” referred to in the preceding paragraph shall mean the lawful currency of other countries or regions other than Renminbi that can be used to make payment to the Company, as approved by the foreign state exchange authority. The foreign shares issued by the Company listed on the SEHK shall be referred to as H-shares. H-shares are the shares that are listed on the SEHK after approval, with the par value denominated in Renminbi, to be subscribed for and traded in Hong Kong Dollars. Subject to the approval of the CSRC, domestic shares held by the shareholders of the Company may be transferred to foreign investors and can be listed and traded on the overseas stock exchange(s). The listing and trading of above shares in overseas stock exchange(s) shall comply with the regulatory procedures, provisions and requirements of overseas securities market(s). The listing and trading of the transferred shares on an overseas stock exchange does not require a class meeting to be held for voting. The domestic shares issued by the Company shall be held in custody by China Securities Depository and Clearing Corporation Limited. The Company’s H-shares are mainly held in custody by Hong Kong Securities Clearing Company Limited.		Article 18 Shares issued by the Company to domestic investors to be subscribed for in Renminbi shall be referred to as domestic shares. Shares issued by the Company to foreign investors to be subscribed for in foreign currency shall be referred to as foreign shares. Foreign shares that are traded overseas shall be referred to as overseas listed foreign shares. The term “foreign currency” referred to in the preceding paragraph shall mean the lawful currency of other countries or regions other than Renminbi that can be used to make payment to the Company, as approved by the foreign state exchange authority. The foreign shares issued by the Company listed on the SEHK shall be referred to as H-shares. H-shares are the shares that are listed on the SEHK after approval, with the par value denominated in Renminbi, to be subscribed for and traded in Hong Kong Dollars. Subject to the approval of the CSRC, domestic shares held by the shareholders of the Company may be transferred to foreign investors and can be listed and traded on the overseas stock exchange(s). The listing and trading of above shares in overseas stock exchange(s) shall comply with the regulatory procedures, provisions and requirements of overseas securities market(s). The listing and trading of the transferred shares on an overseas stock exchange does not require a class meeting to be held for voting. The domestic shares issued by the Company shall be~~held in custody by~~ deposited in China Securities Depository and Clearing Corporation Limited. The Company’s H-shares are mainly held in custody by Hong Kong Securities Clearing Company Limited.	Amended based on Article 34 of Measures for the Administration o f S e c u r i t i e s R e g i s t r a t i o n a n d Settlement (《證券登記結算管理辦法》)

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Article 18 The Company issued overseas listed foreign shares to foreign investors for the first time upon the approval by the CSRC on September 30, 2018. Wherein, the Company issued 460,000,000 new shares. The Company was listed on the SEHK on January 15, 2019. The Company issued a total of 456,102,000 overseas listed foreign shares. After the completion of the above mentioned overseas listed foreign shares issuance, the Company’s share capital structure is: all are ordinary shares with a total number of 1,656,102,000 shares. Among them, Chengdu Expressway Construction and Development Co., Ltd., the promoter, holds 900,000,000 shares, accounting for 54.34% of the total number of issued ordinary shares of the Company; Chengdu Communications Investment Group Co., Ltd. holds 300,000,000 shares, accounting for 18.12% of the total number of issued ordinary shares of the Company; and the shareholders of overseas listed foreign shares hold 456,102,000 shares, accounting for 27.54% of the total number of issued ordinary shares of the Company.		Article 20 The Companywas approved by the CSRC to issu~~ed~~ not more than 460,000,000 overseas listed foreign shares to foreign investors for the first time~~upon the~~ ~~approval by the CSRC~~ ~~o~~n September 30, 2018and the Company issued a total of 456,102,000 overseas listed foreign shares . ~~Wherein, the Company issued~~ ~~460,000,000 new shares.~~ ~~U~~pon completion of the issuance, ~~T~~ ~~t~~ he Company was listed on the SEHK on January 15, 2019.⋯⋯ With consent of the SSE and upon approval by the CSRC on [• ], the Company issued [• ] domestically listed domestic shares to domestic investors through initial public offering, and listed the same on the SSE on [• ]. Upon completion of the issuance, the Company’s share capital is totally made up of ordinary shares of [• ], including [• ] domestically listed domestic shares held by domestic shareholders, accounting for [• ]% of the total ordinary shares of the Company in issue, and [• ] overseas listed foreign shares held by foreign shareholders, accounting for [• ]% of the total ordinary shares of the Company in issue.	Amended based on A r t i c l e 2 0 o f t h e Guidelines on Articles of Association and the Company’s actual situation
Article 21 The registered share capital of the Company is RMB1,656,102,000.		Article 21 The registered share capital of the Company is RMB[ • ].	Amended based on the Company’s actual situation following the A-share issuance and listing

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Before amendments	After amendments	Basis of amendments
	SECTION II INCREASE, REDUCTION AND REPURCHASE OF SHARES	Section newly added with reference to the Guidelines on Articles of Association

Article 22 The Company may approve capital increase depending on its business and development requirements in accordance with the relevant provisions of these Articles of Association. The Company may increase its capital by following ways: (i) Offering new shares to non-specific investors; (ii) Placing new shares to its existing shareholders; (iii) Distributing new shares to its existing shareholders; (iv) By any other means permitted by laws, administrative regulations and approved by the securities regulatory authority of the State Council. The Company’s increase of capital by issuing new shares shall, after being approved in accordance with the provisions of these Articles of Association, be conducted in accordance with the procedures stipulated by relevant laws and administrative regulations of the State.	Article 24 The Company may, ~~approve capital increase~~ depending on its business and development requirementsand in accordance with therequirements of laws and regulations and subject to separate resolutions approved at general meetings, ~~relevant provisions of~~ ~~these Articles of Association.~~ ~~The Company may~~ increase its capital by following ways: (i)~~Offering new shares to non-specific investors~~ Public issuance of shares ; (ii)~~Placing new shares to its existing shareholders~~ Non- public issuance of shares ; (iii) Distributing~~new~~ ~~s~~hares to its existing shareholders; (iv) Conversion of capital reserve into share capital; (~~i~~ ~~v~~) By any other means~~permitted~~ required by laws, administrative regulations and approved by the~~securities~~ ~~regulatory authority of the State Council~~ CSRC . The Company’s increase of capital by issuing new shares shall, after being approved in accordance with the provisions of these Articles of Association, be conducted in accordance with the procedures stipulated by relevant laws and administrative regulations of the State.	Amended based on A r t i c l e 2 2 o f t h e Guidelines on Articles of Association
Article 24 The Company may reduce its registered capital in accordance with the provisions of these Articles of Association.	Article 25 The Company may reduce its registered capital in accordance with the provisions of these Articles of Association.Any reduction of its registered capital by the Company must be in compliance with the Company Law, other relevant regulations and these Articles of Association.	Newly added based on Article 23 of the Guidelines on Articles of Association

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Article 26 The Company may, repurchase its outstanding shares according to the procedures provided in these Articles of Association, after the submission to and approval by the relevant competent state authorities under the following circumstances: (i) Canceling shares in order to reduce the registered share capital of the Company; (ii) Merging with another company that holds shares of the Company; (iii) Granting shares to employees of the Company as incentives; (iv) Requiring the Company to acquire the shares held by shareholders who vote against any resolution proposed at general meetings concerning merger or division of the Company; and (v) Other circumstances as permitted by laws, administrative regulations, and regulatory rules of the place where the shares of the Company are listed.		Article 26 The Company shall not acquire its own shares. Nevertheless, the Company may~~,~~ repurchase its outstanding shares according to~~the procedures provided~~ ~~in these Articles of Association, after the submission to~~ ~~and approval by the relevant competent state authorities~~ laws, administrative regulations, department rules and these Articles of Association under the following circumstances: (i)~~Canceling shares in order to reduce~~ Reducing the registered share capital of the Company; (ii) Merging with another company that holds shares of the Company; (iii)~~Granting shares to employees of the Company as~~ ~~incentives~~ Purchasing shares for the purpose of the Company’s employee stock ownership plan or share incentive plan ; (iv) Requiring the Company to acquire the shares held by shareholders who vote against any resolution proposed at general meetings concerning merger or division of the Company;~~and~~ (v)Purchasing shares for conversion of corporate bonds issued by the Company that can be converted into shares; (vi) Purchasing shares to maintain the Company’s share value and safeguard shareholders’ interests; and (vii )Other circumstances as permitted by laws, administrative regulations, and regulatory rules of the places where the shares of the Company are listed.	Newly added based on Article 24 of the Guidelines on Articles of Association

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Article 27 The Company may, after approval by the competent authorities of the state, conduct the share repurchase in any of the following manners: (i) Make an offer of repurchase in the same proportion to all of its shareholders; (ii) Repurchase shares through public trading on a stock exchange; (iii) Repurchase through agreements out of a stock exchange; (iv) Other circumstances as permitted by the laws, administrative regulations and approval authority authorized by the State Council.		Article 27 The Company ma

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Article 29 Any repurchase by the Company of its shares for the reasons as set out in items (i), (ii) and (iii) of Article 26 hereof shall be subject to adoption of a resolution by the general meetings. For any shares repurchased by the Company pursuant to Article 26 hereof, the shares repurchased under item (i) shall be cancelled within ten days from the date of repurchase; the shares, falling under the circumstances as set out in items (ii) and (iv), shall be transferred or cancelled within six months. Any share repurchased by the Company pursuant to item (iii) of Article 26 hereof shall not exceed 5% of the total number of shares issued by the Company; payment by the Company for repurchase shall be made out of the after-tax profit of the Company; and the shares repurchased shall be transferred to the employees within one year.		Article 29 Any repurchase by the Company of itsown shares ~~for the reasons~~ under the circumstances as~~set out~~ required in items (i)~~,~~ and (ii)~~and (iii)~~ of Article 26 hereof shall be subject to adoption of a resolution by the general meetings;and any repurchase by the Company of its own shares under the circumstances as required in items (iii), (v) and (vi) of Article 26 hereof shall be subject to Board resolution(s) approved by more than two-thirds of the attending directors in accordance with these Articles of Association or as authorised by the general meeting subject to laws and regulations as well as the listing rules of the places where shares of the Company are listed. For anyof its own shares repurchased by the Company pursuant to Article 26 hereof, the shares repurchased under item (i) shall be cancelled within ten days from the date of repurchase; the shares, falling under the circumstances as set out in items (ii) and (iv), shall be transferred or cancelled within six months; and the shares repurchased for the purposes as set out in items (iii), (v) and (vi) shall not render the aggregate number of its own shares held by the Company to exceed 10% of its total number of shares in issue, and shall be transferred or cancelled within three years . ~~Any share repurchased by the Company pursuant to~~ ~~item (iii) of Article 26 hereof shall not exceed 5% of the~~ ~~total number of shares issued by the Company; payment~~ ~~by the Company for repurchase shall be made out of~~ ~~the after-tax profit of the Company; and the shares~~ ~~repurchased shall be transferred to the employees within~~ ~~one year.~~ Where relevant laws, regulations, department rules and securities regulatory authorities of the places where shares of the Company are listed stipulate otherwise regarding share repurchase and cancellation, such provisions shall prevail.		Amended based on A r t i c l e 2 6 o f t h e Guidelines on Articles of Association

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Before amendments	After amendments	Basis of amendments
	SECTION III TRANSFER OF SHARES	Section newly added with reference to the Guidelines on Articles of Association
Article 23 Unless otherwise provided by laws, administrative regulations and listing rules of the place where the shares of the Company are listed, the Company’s shares are freely transferable without any lien. Any transfer of overseas listed foreign shares listed in the SEHK must be registered with the Hong Kong stock registration authority authorized by the Company.	Article 31 Unless otherwise provided by laws, administrative regulations and listing rules of the places where the shares of the Company are listed, the Company’s shares are freely transferable without any lien. Any transfer of ~~overseas listed foreign~~ shares~~listed in the SEHK~~ must be registered with the~~Hong Kong~~ stock registration authorityauthorized by the Company.	Amended based on the Company’s actual situation
	~~overseas listed foreign~~ be registered with the authorityauthorized by
	Article 32 The Company shall not accept any shares of the Company as the subject of a pledge.	Originally numbered as Article 44, moved u p b a s e d o n t h e Guidelines on Articles of Association and the structure of these Articles of Association
	Article 33 Shares of the Company held by the promoters shall not be transferred within one year from the date of the establishment of the Company. Shares issued prior to the public offering of shares by the Company shall not be transferred within one year from the date the shares of the Company were listed on the stock exchange(s). During their tenure, directors, supervisors and senior management members of the Company shall report to the Company their shareholdings in the Company and changes therein and shall not transfer more than twenty-five percent of the total number of shares held by them each year. The shares held by them shall not be transferred within one year from the date on which the shares of the Company are listed and traded on the stock exchange(s). The aforesaid person(s) shall not transfer the shares of the Company held by them within six months commencing from the termination of their service.	Originally numbered as Article 38, moved u p b a s e d o n t h e Guidelines on Articles of Association and the structure of these Articles of Association

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Article 39 Any gains from sale of shares of the Company by any directors, supervisors, senior management members or shareholders holding five percent or more of the shares of the Company within six months after their purchase of the same, and any gains from purchase of shares of the Company by any of the aforesaid parties within six months after sale of the same, shall be disgorged to the Company. The Company’s Board of Directors shall forfeit such gains from the abovementioned parties. However, if a securities company holds five percent or more of shares by buying the remaining shares under an underwriting arrangement, the six-month limitation for selling the said shares shall not apply. Should the Company’s Board of Directors does not observe the preceding paragraph, shareholders shall be entitled to request the Company’s Board of Directors to effect the same within thirty days. If the Company’s Board of Directors fails to do so within the aforesaid time limit, the shareholders may directly initiate court proceedings in their own name for the interests of the Company. Should the Company’s Board of Directors fail to comply with the requirements set out in the first paragraph of this Article, the responsible director(s) shall assume joint and several liabilities under laws.		Article 34 Any gains from sale of sharesor other equity-related securities of the Company by any directors, supervisors, senior management members or shareholders holding five percent or more of the shares of the Company within six months after their purchase of the same, and any gains from purchase of sharesor other equity-related securities of the Company by any of the aforesaid parties within six months after sale of the same, shall be disgorged to the Company. The Company’s Board of Directors shall forfeit such gains from the abovementioned parties~~. However, if~~ unless a securities company holds five percent or more of shares by buying the remaining shares under an underwriting arrangement,or as otherwise stipulated by the CSRC ~~the six-month limitation for selling the said shares shall~~ ~~not apply~~ ~~.~~ Shares or other equity-related securities of the Company held by directors, supervisors, senior management members or natural person shareholders referred to in the preceding paragraph shall include shares or other equity-related securities of the Company held by their spouses, parents and children or those held through the accounts of other parties. Should the Company’s Board of Directors does not observe the~~preceding~~ first paragraphof this article , shareholders shall be entitled to request the Company’s Board of Directors to effect the same within thirty days. If the Company’s Board of Directors fails to do so within the aforesaid time limit, the shareholders may directly initiate court proceedings in their own name for the interests of the Company. Should the Company’s Board of Directors fail to comply with the requirements set out in the first paragraph of this Article, the responsible director(s) shall assume joint and several liabilities under laws.		Newly added based on Article 30 of the Guidelines on Articles of Association

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		Article 35 All overseas listed foreign shares that are fully paid up shall be freely transferable under these Articles of Association; however, unless the following conditions are satisfied, the Board of Directors may refuse to recognize any transfer documents and shall not be required to state any reasons: (i) Fees must be paid to the Company in accordance with the fee standards prescribed by the HK Listing Rules, but such fees shall not exceed the maximum amount stipulated by SEHK in the HK Listing Rules from time to time, and any transfer documents and other documents relating to the ownership of any shares or which may affect the ownership of the shares must be registered; (ii) The transfer documents only relate to overseas listed foreign shares that are listed in SEHK; (iii) The stamp duty payable in respect of the transfer documents has been paid up in accordance with Hong Kong law; (iv) The relevant share certificates and such other evidences as are reasonably requested by the Board of Directors to prove the right of the transferor to transfer the shares have been submitted; (v) If the shares are intended to be transferred to joint holders, the number of joint holders shall not exceed four; (vi) There are no liens of any company on the relevant shares.	Originally numbered as Article 44, moved up based on the structure of these Articles of Association

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Before amendments	After amendments	Basis of amendments
	Article 36 The general or common form or any other form of written transfer document accepted by the Board of Directors (including the standard transfer form or transfer form required by the SEHK from time to time) shall be used for any transfer of H-shares that are listed in Hong Kong; the transfer document may be manually signed only, or affixed with the company’s seal (where the transferor or transferee is a company). If the transferor or the transferee is an accredited clearing house or its agent as defined by relevant regulations of Hong Kong law in force from time to time, the transfer form may be signed in machine printed format. All transfer documents shall be kept at the legal address of the Company, or such address as is designated by the Board of Directors from time to time.	Originally numbered as Article 45, moved up based on the structure of these Articles of Association
CHAPTER V FINANCIAL ASSISTANCE FOR ACQUISITION OF THE COMPANY’S SHARES		Adjusted structure based on the context of these Articles of Association
	~~C H A P T E R V~~ ASSISTANCE
	COMPANY’S SHARES
Article 31 The Company or its subsidiaries shall not at any time provide any financial assistance in any form to purchasers or potential purchasers of the Company’s shares. Purchasers of the Company’s shares as referred to above include the persons that directly or indirectly assume any obligations for purchasing the Company’s shares. The Company or its subsidiaries shall not, by any means at any time, provide financial assistance to the above obligators in order to reduce or discharge their obligations. The provisions in this Article shall not apply to the circumstances described in Article 33 of this Chapter.	Article 37 The Company or its subsidiaries(including entities under the Company) shall not at any time provide any financial assistance in any form, including gift, advance, guarantee, compensation, loans or otherwise, to purchasers or potential purchasers of the Company’s shares. Purchasers of the Company’s shares as referred to above include the persons that directly or indirectly assume any obligations for purchasing the Company’s shares. The Company or its subsidiaries shall not, by any means at any time, provide financial assistance to the above obligators in order to reduce or discharge their obligations. The provisions in this Article shall not apply to the circumstances described in Article 3~~3~~ ~~9~~ of this Chapter.	Amended based on A r t i c l e 2 1 o f t h e Guidelines on Articles of Association and a m e n d m e n t s t o wordings

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Article 33 The acts listed below shall not be deemed to be prohibited under Article 31: (i) The Company provides the relevant financial assistance truthfully for the interests of the Company, and the major purpose of the financial assistance is not to purchase shares of the Company, or the financial assistance is an incidental part of an overall plan of the Company; (ii) Lawful distribution of the Company’s property in the form of dividends; (iii) Distribution of dividends in the form of shares; (iv) Reduction of registered capital, repurchase of shares, adjustment of shareholding structure etc., in accordance with these Articles of Association; (v) Provision of a loan by the Company within its scope of business and in the ordinary course of its business (provided that the net assets of the Company are not thereby reduced or that, to the extent that the assets are reduced, the financial assistance is provided out of the distributable profits of the Company); and (vi) Provision of money by the Company for an employee shareholding scheme (provided that the net assets of the Company are not thereby reduced or that, to the extent that the assets are reduced, the financial assistance is provided out of the distributable profits of the Company).		Article 39 The acts listed below shall not be deemed to be prohibited under Article 3~~1~~ ~~7~~ : (i) The Company provides the relevant financial assistance truthfully for the interests of the Company, and the major purpose of the financial assistance is not to purchase shares of the Company, or the financial assistance is an incidental part of an overall plan of the Company; (ii) Lawful distribution of the Company’s property in the form of dividends; (iii) Distribution of dividends in the form of shares; (iv) Reduction of registered capital, repurchase of shares, adjustment of shareholding structure etc., in accordance with these Articles of Association; (v) Provision of a loan by the Company within its scope of business and in the ordinary course of its business (provided that the net assets of the Company are not thereby reduced or that, to the extent that the assets are reduced, the financial assistance is provided out of the distributable profits of the Company); and (vi) Provision of money by the Company for an employee shareholding scheme (provided that the net assets of the Company are not thereby reduced or that, to the extent that the assets are reduced, the financial assistance is provided out of the distributable profits of the Company).	A m e n d m e n t s t o wordings

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CHAPTER VI SHARES AND REGISTER OF SHAREHOLDERS		A d j u s t e d b a s e d o n the structure of the Guidelines on Articles of Association
Article 40 The Company shall keep a register of shareholders, in which the following particulars shall be recorded: (i) The name, address (place of domicile), occupation or nature of each shareholder; (ii) The class and number of the shares held by each shareholder; (iii) The amount paid-up or payable in respect of the shares held by each shareholder; (iv) The serial numbers of the shares held by each shareholder; (v) The date on which a person registers as a shareholder; (vi) The date on which a person ceases to be a shareholder. The register of shareholders shall be sufficient evidence to prove the holding of the shares of the Company by a shareholder, unless there is evidence to the contrary.	Article 4~~0~~ ~~4~~ The Company shall keep a register of shareholders based on the evidence provided by the share registrar ,in which the following particulars shall be recorded: (i) The name, address (place of domicile), occupation or nature of each shareholder; (ii) The class and number of the shares held by each shareholder; (iii) The amount paid-up or payable in respect of the shares held by each shareholder; (iv) The serial numbers of the shares held by each shareholder; (v) The date on which a person registers as a shareholder; (vi) The date on which a person ceases to be a shareholder. The register of shareholders shall be sufficient evidence to prove the holding of the shares of the Company by a shareholder, unless there is evidence to the contrary.	A d j u s t e d b a s e d o n actual situation
Article 47 When the Company is to convene a general meeting, distribute dividends, be liquidated and to carry out other activities requiring confirmation of equity interests, the Board of Directors shall determine a date as the record date of equity interests. Shareholders whose names appear in the register of shareholders at the end of the record date shall be the shareholders of the Company.	Article 4~~7~~ ~~9~~ When the Company is to convene a general meeting, distribute dividends, be liquidated and to carry out other activities requiring confirmation of equity interests, the Board of Directorsor convener(s) of the general meeting shall~~determine~~ fix a date as theascertainment ( record) date of equity interests. Shareholders whose names appear in the register of shareholders at the end of theascertainment ( record) date shall be the shareholders of the Companyentitled to relevant rights and interests .	Amended based on A r t i c l e 3 2 o f t h e Guidelines on Articles of Association

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Article 49 Any shareholder who is registered in, or any person who requests to have his name entered in the register of shareholders, if his share certificate (the original share certificate) is lost, may apply to the Company for replacement of the share certificate in respect of such shares (the relevant shares). If a holder of the domestic shares loses his share certificates and applies for replacement, it shall be dealt with in accordance with relevant provisions of the Company Law. If a holder of overseas listed foreign shares loses his share certificates and applies for replacement, it may be dealt with in accordance with the relevant laws, the rules of the stock exchange or other relevant regulations of the place where the original register of shareholders of overseas listed foreign shares is maintained. Any replacement of share certificates to any shareholders of overseas listed foreign shares to be listed in Hong Kong who have lost their share certificates and applied for replacement shall comply with the following requirements: (i) The applicant shall submit an application to the Company in prescribed form accompanied by a notarial certificate or statutory declaration, containing the grounds upon which the application is made and the circumstances and evidence of the loss of the share certificates as well as statement that no other person shall be entitled to request to be registered as the shareholder in respect of the relevant shares.	Article~~49~~ ~~5~~1 Any shareholder who is registered in, or any person who requests to have his name entered in the register of shareholders, if his share certificate (the“ original share certificate” )is lost, may apply to the Company for replacement of the share certificate in respect of such shares (the“ relevant shares” ). If a holder of the domestic shares loses his share certificates and applies for replacement, it shall be dealt with in accordance with relevant provisions of the Company Law. If a holder of overseas listed foreign shares loses his share certificates and applies for replacement, it may be dealt with in accordance with the relevant laws, the rules of the stock exchanges or other relevant regulations of the places where the original register of shareholders of overseas listed foreign shares is maintained. Any replacement of share certificates to any shareholders of overseas listed foreign shares to be listed in Hong Kong who have lost their share certificates and applied for replacement shall comply with the following requirements: (i) The applicant shall submit an application to the Company in prescribed form accompanied by a notarial certificate or statutory declaration, containing the grounds upon which the application is made and the circumstances and evidence of the loss of the share certificates as well as statement that no other person shall be entitled to request to be registered as the shareholder in respect of the relevant shares.	Format adjustment

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(ii) No declaration has been received by the Company from a person other than the applicant for having his name registered as a holder of the relevant shares before the Company decides to reissue a replacement share certificate. (iii) The Company shall, if it decides to issue a replacement share certificate to the applicant, make an announcement of its intention to issue the replacement share certificate in such newspapers designated by the Board of Directors. The announcement shall be made at least once every thirty days in a period of ninety days. (iv) The Company shall have, prior to the publication of its announcement of intention to issue a replacement certificate, delivered to the stock exchange on which its shares are listed a copy of the announcement to be published. The Company may publish the announcement upon receiving a confirmation from such stock exchange that the announcement has been exhibited at the premises of the stock exchange. The announcement shall be exhibited at the premises of the stock exchange for a period of ninety days. In case an application to issue a replacement certificate has been made without the consent of the registered shareholder of the relevant shares, the Company shall send by post to such registered shareholder a copy of the announcement to be published. (v) If, upon expiration of the 90-day period referred to in items (iii) and (iv) of this Article, the Company has not received from any person any objection to such application, the Company may issue a replacement share certificate to the applicant according to his application.	(ii) No declaration has been received by the Company from a person other than the applicant for having his name registered as a holder of the relevant shares before the Company decides to reissue a replacement share certificate. (iii) The Company shall, if it decides to issue a replacement share certificate to the applicant, make an announcement of its intention to issue the replacement share certificate in such newspapers designated by the Board of Directors. The announcement shall be made at least once every thirty days in a period of ninety days. (iv) The Company shall have, prior to the publication of its announcement of intention to issue a replacement certificate, delivered to the stock exchanges on which its shares are listed a copy of the announcement to be published. The Company may publish the announcement upon receiving a confirmation from such stock exchanges that the announcement has been exhibited at the premises of the stock exchanges .The announcement shall be exhibited at the premises of the stock exchanges for a period of ninety days. In case an application to issue a replacement certificate has been made without the consent of the registered shareholder of the relevant shares, the Company shall send by post to such registered shareholder a copy of the announcement to be published. (v) If, upon expiration of the 90-day period referred to in items (iii) and (iv) of this Article, the Company has not received from any person any objection to such application, the Company may issue a replacement share certificate to the applicant according to his application.

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CHAPTER VII RIGHTS AND OBLIGATIONS OF SHAREHOLDERS	CHAPTER~~VII~~ IV ~~RIGHTS AND OBLIGATIONS~~ ~~OF~~ SHAREHOLDERS AND SHAREHOLDERS’ GENERAL MEETINGS	Structure adjustment
	SECTION I SHAREHOLDERS	Structure adjustment
Article 53 The holders of ordinary shares of the Company shall have the following rights: (i) To be entitled to dividends and other forms of distribution in proportion to the number of shares held; (ii) To attend or appoint a proxy to attend general meetings and to exercise the corresponding voting rights in accordance with laws; (iii) To supervise and manage the business operations of the Company and to put forward proposals or raise inquiries; (iv) To transfer shares held by them in accordance with the laws, administrative regulations, regulatory rules of the place where the shares of the Company are listed and these Articles of Association; (v) To obtain relevant information in accordance with the provisions of these Articles of Association, including: 1. To obtain a copy of these Articles of Association upon payment of cost thereof; 2. To inspect and copy upon payment of a reasonable cost: (1) Copies of the register of all shareholders;	Article 5~~3~~ ~~5~~ The holders of ordinary shares of the Company shall have the following rights: (i) To be entitled to dividends and other forms of distribution in proportion to the number of shares held; (ii) Tofile a petition according to laws, convene, hold and attend or appoint a proxy to attend general meetings and to exercise the corresponding voting rights in accordance with laws; (iii) To supervise and manage the business operations of the Company and to put forward proposals or raise inquiries; (iv) To transfer, bestow or pledge shares held by them in accordance with the laws, administrative regulations, regulatory rules of the places where the shares of the Company are listed and these Articles of Association; (v) To obtain relevant information in accordance with the provisions of these Articles of Association, including: 1. To obtain a copy of these Articles of Association upon payment of cost thereof; 2. To inspect and copy upon payment of a reasonable cost: (1) Copies of the register of all shareholders;	Amended based on A r t i c l e 3 3 o f t h e Guidelines on Articles of Association

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(2) Personal particulars of each of the Company’s directors, supervisors, general manager and other senior management members including: a. Present and former name and alias; b. Principal address (domicile); c. Nationality; d. Full-time and all other part-time occupations and positions; e. Identification certificate document and its number. (3) Status of the share capital of the Company; (4) Reports stating the aggregate par value, quantity, maximum and minimum price paid in respect of each class of shares repurchased by the Company since the last accounting year and the aggregate costs paid by the Company for this purpose; (5) Meeting minutes of the shareholders’ general meetings; (vi) Upon termination or liquidation of the Company, to participate in the distribution of remaining assets of the Company in accordance with the number of shares held; and (vii) Other rights conferred by laws, administrative regulations, regulatory rules of the place where the shares of the Company are listed and these Articles of Association.		(2) Personal particulars of each of the Company’s directors, supervisors, general manager and other senior management members including: a. Present and former name and alias; b. Principal address (domicile); c. Nationality; d. Full-time and all other part-time occupations and positions; e. Identification certificate document and its number. (3) Status of the share capital of the Company; (4) Reports stating the aggregate par value, quantity, maximum and minimum price paid in respect of each class of shares repurchased by the Company since the last accounting year and the aggregate costs paid by the Company for this purpose; (5) Meeting minutes of the shareholders’ general meetings, resolutions of the Board of Directors and the Supervisory Committee, financial and accounting reports and counterfoil of corporate debentures ; (vi) Upon termination or liquidation of the Company, to participate in the distribution of remaining assets of the Company in accordance with the number of shares held; ~~and~~

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The Company shall maintain the above documents at the address of the Company in Hong Kong in accordance with the requirements of the HK Listing Rules for free inspection by the public and shareholders. The shareholders may copy the above documents after paying a reasonable fee.		(vii)To request the Company to repurchase its shares by the shareholders when they cast votes against the proposal for merger or division at the general meeting of the Company; and (vii i ) Other rights conferred by laws, administrative regulations, regulatory rules of the places where the shares of the Company are listed and these Articles of Association. The Company shall maintain the above documents at the address of the Company in Hong Kong in accordance with the requirements of the HK Listing Rules for free inspection by the public and shareholders. The shareholders may copy the above documents after paying a reasonable fee.

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Article 58 Holders of ordinary shares of the Company shall assume the following obligations: (i) To abide by these Articles of Association; (ii) To pay subscription monies according to the number of shares subscribed and the method of subscription; (iii) Not to abuse their rights as shareholders to harm the interests of the Company or other shareholders; and not to abuse the independent legal person status of the Company and the limited liability of shareholders to harm the interests of any creditor of the Company. Shareholders of the Company who abuse their shareholders’ rights and thereby causing damage to the Company or other shareholders shall be liable for indemnity according to the law. Where shareholders of the Company abuse the independent legal person status of the Company and the limited liability of shareholders for the purpose of evading repayment of debts, thereby materially jeopardizing the interests of the creditors of the Company, such shareholders shall be jointly and severally liable for the debts owed by the Company; (iv) Other obligations imposed by laws, administrative regulations, regulatory rules of place where the shares of the Company are listed and these Articles of Association. Shareholders will not, with the exception of the conditions agreed by the subscribers of shares at the time of subscription, be responsible for addition to any share capital thereafter.		Article~~58~~ ~~6~~0 Holders of ordinary shares of the Company shall assume the following obligations: (i) To abide by these Articles of Association; (ii) To pay subscription monies according to the number of shares subscribed and the method of subscription; (iii) Not to divest the shares other than as provided by laws or regulations; (~~ii~~ iv ) Not to abuse their rights as shareholders to harm the interests of the Company or other shareholders; and not to abuse the independent legal person status of the Company and the limited liability of shareholders to harm the interests of any creditor of the Company. Shareholders of the Company who abuse their shareholders’ rights and thereby causing damage to the Company or other shareholders shall be liable for indemnity according to the law. Where shareholders of the Company abuse the independent legal person status of the Company and the limited liability of shareholders for the purpose of evading repayment of debts, thereby materially jeopardizing the interests of the creditors of the Company, such shareholders shall be jointly and severally liable for the debts owed by the Company; (~~i~~ ~~v~~) Other obligations imposed by laws, administrative regulations, regulatory rules of places where the shares of the Company are listed and these Articles of Association. Shareholders will not, with the exception of the conditions agreed by the subscribers of shares at the time of subscription, be responsible for addition to any share capital thereafter.	Newly added based on Article 38 of the Guidelines on Articles of Association
Article 60 The controlling shareholder (as defined in Article 62 herein) and the de facto controller of the Company shall not make use of the related party relationship against the interests of the Company. Whoever violate this provision causing damages to the Company shall be liable for compensation. ⋯⋯		Article 6~~0~~ ~~2~~ The controlling shareholder (as defined in Article 6~~2~~ ~~4~~ herein) and the de facto controller of the Company shall not make use of the related party(connected) relationship against the interests of the Company. Whoever violate this provision causing damages to the Company shall be liable for compensation. ⋯⋯

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CHAPTER VIII GENERAL MEETINGS			Structure adjustment
Article 64 The shareholders’ general meetings shall exercise the following powers: (i) To decide on the operating guidelines and investment plans of the Company; (ii) To elect and replace the directors and decide on matters relating to the remuneration of the directors; (iii) To elect and replace the non-employee representative supervisors, and decide on matters relating to the remuneration of the supervisors; (iv) To consider and approve reports of the Board of Directors; (v) To consider and approve reports of the Supervisory Committee; (vi) To consider and approve the Company’s annual financial budget plans and final account plans; (vii) To consider and approve the Company’s profit distribution plans and plans for recovery of losses; (viii) To decide on increases or reductions in the Company’s registered share capital;		Article 6~~4~~ ~~6~~ The shareholders’ general meetings shall exercise the following powers: (i) To decide on the operating guidelines and investment plans of the Company; (ii) To elect and replace the directors and decide on matters relating to the remuneration of the directors; (iii) To elect and replace the non-employee representative supervisors, and decide on matters relating to the remuneration of the supervisors; (iv) To consider and approve reports of the Board of Directors; (v) To consider and approve reports of the Supervisory Committee; (vi) To consider and approve the Company’s annual financial budget plans and final account plans; (vii) To consider and approve the Company’s profit distribution plans and plans for recovery of losses; (viii) To decide on increases or reductions in the Company’s registered share capital;	Newly added based on Article 41 of the Guidelines on Articles of Association

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(ix) To decide on merger, division, dissolution or liquidation etc. of the Company; (x) To decide on the issuance of bonds of the Company; (xi) To decide on the Company’s appointment, dismissal or non-reappointment of accounting firms; (xii) To amend these Articles of Association; (xiii) To consider matters relating to the purchases, disposals of the Company’s material assets, or amount of external guarantees within one year, which exceed thirty percent of the Company’s total assets; (xiv) To consider and approve matters relating to changes in the use of proceeds; (xv) To consider the Company’s share incentive schemes; (xvi) To consider the proposals raised by the shareholders who, individually or jointly, hold 3% or more of the voting shares of the Company; (xvii) To consider other matters required by laws, administrative regulations, department rules, the regulatory rules of the stock exchange at the place where the shares of the Company are listed and these Articles of Association, to be resolved by the shareholders’ general meetings.		(ix) To decide on merger, division, dissolution~~or~~ , liquidationor change in corporate form of the Company; (x) To decide on the issuance of bonds of the Company; (xi) To decide on the Company’s appointment, dismissal or non-reappointment of accounting firms; (xii) To amend these Articles of Association; (xiii) To consider and approve the guarantees pursuant to Article 67; (xi~~ii~~ v ) To consider matters relating to the purchases, disposals of the Company’s material assets~~, or amount~~ ~~of external guarantees~~ within one year, which exceed thirty percent of the Company’slatest audited total assets; (x~~i~~ v) To consider and approve matters relating to changes in the use of proceeds; (xvi ) To consider the Company’s share incentive schemesand employee stock ownership plan ; (xvii ) To consider the proposals raised by the shareholders who, individually or jointly, hold 3% or more of the voting shares of the Company; (xviii ) To consider other matters required by laws, administrative regulations, department rules, the regulatory rules of the stock exchanges at the places where the shares of the Company are listed and these Articles of Association, to be resolved by the shareholders’ general meetings.

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Article 65 The following external guarantees of the Company shall be subject to consideration and approval by the shareholders’ general meetings: (i) Any guarantee to be provided when the total amount of external guarantee provided by the Company and its controlled subsidiaries has reached or exceeded 50% of the latest audited net assets; (ii) Any guarantee to be provided when the total amount of external guarantee provided by the Company has reached or exceeded 30% of its latest audited total assets; (iii) Any guarantee to be provided to a party which has an asset-liability ratio over 70%; (iv) A single guarantee for amount over 10% of the latest audited net assets; (v) Any guarantee to be provided to shareholders, de facto controllers and their related parties; (vi) Other guarantees which shall be considered and approved at the shareholders’ general meetings as prescribed by laws and these Articles of Association. (vii) The Company shall not borrow or provide guarantees to natural persons, external entities without legal personality or overseas companies.		Article 6~~5~~ ~~7~~ The following external guarantees of the Company shall be subject to consideration and approval by the shareholders’ general meetings: (i) Any guarantee to be provided when the total amount of external guarantee provided by the Company and its controlled subsidiaries has~~reached or~~ ~~e~~xceeded 50% of the latest audited net assets; (ii) Any guarantee to be provided when the total amount of external guarantee provided by the Company has ~~reached or~~ exceeded 30% of its latest audited total assets; (iii) Guarantee within one year which exceeds 30% of the latest audited total assets of the Company; (i~~ii~~ v )Any guarantee to be provided to a party which has an asset-liability ratio over 70%; (~~i~~ v) A single guarantee for amount over 10% of the latest audited net assets; (vi ) Any guarantee to be provided to shareholders, de facto controllers and their related parties; (vii )Other guarantees which shall be considered and approved at the shareholders’ general meetings as prescribed by laws and these Articles of Association. (viii )The Company shall not borrow or provide guarantees to natural persons, external entities without legal personality or overseas companies.	Amended based on A r t i c l e 4 2 o f t h e Guidelines on Articles of Association

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Article 66 The Company shall not, without the approval of the shareholders’ general meetings, enter into any contract with any person other than directors, supervisors, general manager and other senior management members for authorization of management of all or substantial part of business of the Company to such persons.		Article 6~~6~~ ~~8~~ Unless otherwise under special emergency circumstances, t he Company shall not, without the approval of the shareholders’ general meetings, enter into any contract with any person other than directors, supervisors, general manager and other senior management members for authorization of management of all or substantial part of business of the Company to such persons.	Amended based on A r t i c l e 8 1 o f t h e Guidelines on Articles of Association
Article 67 Shareholders’ general meetings include annual general meetings and extraordinary general meetings. The shareholders’ general meetings shall be convened by the Board of Directors. The annual general meeting shall be held once a year within six months after the end of the previous accounting year. The Board of Directors shall convene an extraordinary general meeting within two months under any of the following circumstances: (i) The number of directors is less than the quorum prescribed by the Company Law or less than the two thirds of the amount required by these Articles of Association; (ii) The uncovered losses are in excess of one-third of the Company’s total amount of paid-in share capital; (iii) Shareholders individually or in the aggregate holding more than ten percent of the Company’s issued voting shares, request in writing to hold an extraordinary general meeting; (iv) The Board of Directors considers it necessary or the Supervisory Committee proposes to hold such a meeting; and (v) Such other circumstances as provided by laws, administrative regulations, departmental rules, the regulatory rules of place where the shares of the Company are listed or these Articles of Association.		Article 6~~7~~ ~~9~~ Shareholders’ general meetings include annual general meetings and extraordinary general meetings. The shareholders’ general meetings shall be convened by the Board of Directors. The annual general meeting shall be held once a year within six months after the end of the previous accounting year. The~~Board of Directors~~ Company shall convene an extraordinary general meeting within two months following the date of occurrence of ~~under~~ any of the following circumstances: (i) The number of directors is less than the quorum prescribed by the Company Law or less than the two thirds of the amount required by these Articles of Association; (ii) The uncovered losses are in excess of one-third of the Company’s total amount of paid-in share capital; (iii) Shareholders individually or in the aggregate holding more than ten percent of the Company’s issued voting shares, request in writing to hold an extraordinary general meeting; (iv) The Board of Directors considers it necessary or the Supervisory Committee proposes to hold such a meeting; and (v) Such other circumstances as provided by laws, administrative regulations, departmental rules, the regulatory rules of places where the shares of the Company are listed or these Articles of Association.	Refine statements based on the Guidelines on Articles of Association a n d a l i g n w i t h t h e context of these Articles of Association

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Article 68 The Company shall hold the shareholders’ general meetings at the domicile of the Company or such other place as specified in the notice of the shareholders’ general meetings. The shareholders’ general meetings shall have a venue and be held on-site. The Company may, in accordance with the securities regulatory rules of place where the shares of the Company are listed, to the extent applicable, provide convenience for participation in the shareholders’ general meetings for shareholders, through other means and channels. A shareholder who participates in a general meeting in the aforesaid manner shall be deemed to have been present at the meeting.	Article~~68~~ ~~7~~0 The Company shall hold the shareholders’ general meetings at the domicile of the Company or such other place as specified in the notice of the shareholders’ general meetings. The shareholders’ general meetings shall have a venue and be held on-site. The Company may~~, in accordance~~ ~~with the securities regulatory rules of place where~~ ~~the shares of the Company are listed, to the extent~~ ~~applicable,~~ provide convenience for participation in the shareholders’ general meetings for shareholders, through~~other means and channels~~ online voting .A shareholder who participates in a general meeting in the aforesaid manner shall be deemed to have been present at the meeting.	Amended based on A r t i c l e 4 5 o f t h e Guidelines on Articles of Association
	Article 71 The Company shall, in connection with the convening of a shareholders’ general meeting, engage lawyers to issue legal opinions in respect of the following matters and make relevant public announcements accordingly: (i) Whether the procedures relating to the convening and the holding of such meeting comply with the laws, administrative regulations, the regulatory rules of the places where the shares of the Company are listed or these Articles of Association; (ii) The legality and validity of the qualifications of the attendees and the convener of the meeting; (iii) The legality and validity of the voting procedures and voting results of the meeting; (iv) Legal opinions issued on other related matters as requested by the Company.	Originally numbered as Article 122, moved u p b a s e d o n t h e Guidelines on Articles of Association and s t r u c t u r e o f t h e s e Articles of Association
	SECTION III CONVENING OF GENERAL MEETINGS	Section newly added based on the Guidelines o n A r t i c l e s o f Association

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Article 109 The independent non-executive directors have the right to propose to the Board of Directors to convene a shareholders’ extraordinary general meeting. Whenever the independent non-executive directors require convening the extraordinary general meeting, the Board of Directors shall, in accordance with the laws, administrative regulations, regulatory rules in the place where the Company’s shares are listed and these Articles of Association, give the written feedback on whether agreeing to convene the extraordinary general meeting or not within ten days after receiving such proposal. Where the Board of Directors agrees to convene the extraordinary general meeting, the Board of Directors shall send out the notice of the general meeting within five days after making the resolutions; where the Board of Directors disagrees to convene the extraordinary general meeting, the Board of Directors shall make the explanation and issue an announcement.		Article 72 The independent~~non-executive~~ directors have the right to propose to the Board of Directors to convene a shareholders’ extraordinary general meeting. Whenever the independent~~non-executive~~ directors require convening the extraordinary general meeting, the Board of Directors shall, in accordance with the laws, administrative regulations~~, regulatory rules in the place~~ ~~where the Company’s shares are listed~~ and these Articles of Association, give the written feedback on whether agreeing to convene the extraordinary general meeting or not within ten days after receiving such proposal. Where the Board of Directors agrees to convene the extraordinary general meeting, the Board of Directors shall send out the notice of the general meeting within five days after making the resolutions; where the Board of Directors disagrees to convene the extraordinary general meeting, the Board of Directors shall make the explanation and issue an announcement.	Amended based on the Guidelines on Articles of Association
		Article 73 The Supervisory Committee has the right to propose to the Board of Directors to convene the extraordinary general meeting and shall propose in writing. The Board of Directors shall, in accordance with the laws, administrative regulations and these Articles of Association, give the written feedback on whether agreeing to convene the extraordinary general meeting or not within ten days after receiving such proposal. Where the Board of Directors agrees to convene the extraordinary general meeting, the Board of Directors shall send out the notice of the general meeting within five days after making the resolutions and any change of the original proposal in the notice shall be approved by the Supervisory Committee. Where the Board of Directors disagrees to convene the extraordinary general meeting, or fails to give feedback within ten days after receiving the proposal, it shall be deemed as the Board of Directors is unable to or refuses to convene the general meeting and the Supervisory Committee is entitled to convene and preside over a general meeting itself.	Originally numbered as Article 110, moved u p b a s e d o n t h e Guidelines on Articles of Association and s t r u c t u r e o f t h e s e Articles of Association

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		Article 74 Shareholders individually or collectively holding 10% or more of the Company’s shares have the right to propose to the Board of Directors to convene the extraordinary general meeting and shall propose in writing. The Board of Directors shall, in accordance with the laws, administrative regulations and these Articles of Association, give the written feedback on whether agreeing to convene the extraordinary general meeting or not within ten days after receiving such proposal. Where the Board of Directors agrees to convene the extraordinary general meeting, the Board of Directors shall send out the notice of the general meeting within five days after making the resolutions and any change of the original proposal in the notice shall be approved by the shareholders concerned. Where the Board of Directors disagrees to convene the extraordinary general meeting, or fails to give feedback within ten days after receiving the proposal, shareholders individually or collectively holding 10% or more of the Company’s shares shall be entitled to propose to the Supervisory Committee the convening of the extraordinary general meeting, provided that such proposal shall be made in writing. Where the Supervisory Committee agrees to convene the extraordinary general meeting, the Supervisory Committee shall send out the notice of the general meeting within five days after receiving such request and any change of the original proposal in the notice shall be approved by the shareholders concerned. Failure of the Supervisory Committee to issue a notice of general meeting within the stipulated period shall be deemed as the failure of the Supervisory Committee to convene and preside over a general meeting, and shareholders individually or collectively holding 10% or more of the Company’s shares for 90 or more consecutive days shall have the right to convene and preside over the meeting on an unilateral basis.	Newly added based on Article 49 of the Guidelines on Articles of Association

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		Article 75 Where the Supervisory Committee or shareholders decide(s) to convene the extraordinary general meeting by itself/themselves, it/they shall send out a written notice to the Board, and shall file with the stock exchange(s). Prior to the announcement of the resolution(s) at the general meeting, the shareholding of shareholders convening the meeting shall not be less than 10%. The Supervisory Committee or convening shareholder(s) shall submit relevant evidence to the stock exchange(s) for publishing the notice of general meeting and the announcement of the resolution on the general meeting.	Newly added based on Article 50 of the Guidelines on Articles of Association
		Article 76 With regard to the shareholders’ general meetings convened by the Supervisory Committee or shareholders on their own initiative, the Board of Directors and the secretary of the Board of Directors shall provide assistance. The Board of Directors shall provide the register of shareholders as of the record date of equity interests.	Originally numbered as Article 111, moved u p b a s e d o n t h e Guidelines on Articles of Association and s t r u c t u r e o f t h e s e Articles of Association

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Article 108 Where the shareholders request the convening of an extraordinary general meeting or class meeting of shareholders, the following procedures shall be followed: (i) Two or more shareholders holding, individually or in the aggregate, more than 10% of the voting shares of the Company may sign one or several copies of written requests in the same form requesting the Board of Directors to convene an extraordinary general meeting or class meeting of shareholders, and stating the matters to be considered at the meeting. The Board of Directors shall convene an extraordinary general meeting or class meeting of shareholders as soon as possible upon receipt of the aforesaid written request. The aforesaid number of shares held shall be calculated as of the date when the shareholders submit the written request; (ii) If the Board of Directors fails to issue the notice of such a meeting within thirty days of receipt of the written request, the requesting shareholders may themselves convene such a meeting in a manner as similar as possible to the manner in which shareholders’ general meetings are convened by the Board of Directors within four months after receipt of the request by the Board of Directors. The Company shall bear reasonable costs and expenses for the shareholders’ general meetings convened by the Supervisory Committee or shareholders on their own initiative. Such expenses shall be deducted from the amounts due by the Company to the director(s) who have neglected their duties.	Article 77 ~~Where the shareholders request the convening of~~ ~~an extraordinary general meeting or class meeting~~ ~~of shareholders, the following procedures shall be~~ ~~followed:~~ ~~(i) Two or more shareholders holding, individually or~~ ~~in the aggregate, more than 10% of the voting shares of~~ ~~the Company may sign one or several copies of written~~ ~~requests in the same form requesting the Board of~~ ~~Directors to convene an extraordinary general meeting~~ ~~or class meeting of shareholders, and stating the matters~~ ~~to be considered at the meeting. The Board of Directors~~ ~~shall convene an extraordinary general meeting or class~~ ~~meeting of shareholders as soon as possible upon receipt~~ ~~of the aforesaid written request. The aforesaid number~~ ~~of shares held shall be calculated as of the date when the~~ ~~shareholders submit the written request;~~ ~~(ii) If the Board of Directors fails to issue the notice~~ ~~of such a meeting within thirty days of receipt of~~ ~~the written request, the requesting shareholders may~~ ~~themselves convene such a meeting in a manner as~~ ~~similar as possible to the manner in which shareholders’~~ ~~general meetings are convened by the Board of Directors~~ ~~within four months after receipt of the request by the~~ ~~Board of Directors.~~ The Company shall bear~~reasonable~~ the necessary costs and expenses for the shareholders’ general meetings convened by the Supervisory Committee or shareholders on their own initiative. Such expenses shall be deducted from the amounts due by the Company to the director(s) who have neglected their duties.	Amended based on A r t i c l e 5 2 o f t h e Guidelines on Articles of Association and moved up based on the structure of these Articles of Association
	SECTION IV PROPOSALS AND NOTICES OF SHAREHOLDERS’ GENERAL MEETING
	Article 78 Content of proposals shall be matters falling within the functions and powers of general meeting with definite topics and specific matters for resolution, and shall comply with the laws, administrative regulations and these Articles of Association.	Newly added based on Article 53 of the Guidelines on Articles of Association

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Article 70 When the Company convenes the shareholders’ general meetings, shareholders, either individually or in aggregate, holding more than 3% of the share capital of the Company shall have the right to propose new proposals in writing to the Company, and the Company shall include the proposals into the agenda of such general meetings if they are falling within the functions and powers of the general meetings.		Article 7~~0~~ ~~9~~ When the Company convenes the shareholders’ general meetings,the Board of Directors, the Supervisory Committee and shareholders, either individually or in aggregate, holding more than 3% of the share capital of the Company shall have the right to propose new proposals in writing to the Company, and the Company shall include the proposals into the agenda of such general meetings if they are falling within the functions and powers of the general meetings. Shareholders individually or collectively holding more than 3% of the Company’s shares can make a temporary proposal and submit in writing to the convener 10 days before the date of shareholders’ general meeting. The convener shall issue a supplementary notice of the shareholders’ general meeting announcing the contents of the temporary proposal within 2 days upon receipt of the proposal. Save as provided in the preceding paragraph, the convener shall not amend the proposals stated in or add new proposals to the notice of shareholders’ meeting after the same has been issued and announced. The general meeting shall not vote on or resolve proposals not stated in the notice of the general meeting or proposals which do not meet the requirements in Article 78 of these Articles of Association.	Newly added based on Article 54 of the Guidelines on Articles of Association and moved down based on the structure of these Articles of Association

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Article 72 The notice of the shareholders’ general meetings shall meet the following requirements: (i) Be in writing; (ii) Specify the place, date and period of the meetings; (iii) Specify the matters to be discussed at the meetings; (iv) Provide such information and explanation as are necessary for the shareholders to make an informed decision on the matters to be discussed, including (but without limitation) provisions of the specific conditions and contracts (if any) for the transactions and contemplated and careful explanation of the causes and consequences thereof when the company proposes combination, share repurchase, reorganization of share capital or other restructuring; (v) Contain disclosure of the nature and extent, if any, of the material interests of any director, supervisor, general manager and other senior management members in the matters to be discussed; and explanation of the difference if the effect which the matters to be discussed will have on such director, supervisor, general manager and other senior management members in their capacity as shareholders in so far as it is different from the effect on the shareholders of the same class; (vi) Contain the full text of any special resolution proposed to be adopted at the meetings;		Article~~7~~ ~~8~~ 2 The notice of the shareholders’ general meetings shall meet the following requirements, if applicable : (i) Be in writing; (ii)~~Specify~~ The place, date and~~period~~ duration of the meetings; (iii)~~Specify~~ Submit the mattersand proposals to be ~~discussed~~ considered at the meetings; (iv) Provide such information and explanation as are necessary for the shareholders to make an informed decision on the matters to be discussed, including (but without limitation) provisions of the specific conditions and contracts (if any) for the transactions and contemplated and careful explanation of the causes and consequences thereof when the company proposes combination, share repurchase, reorganization of share capital or other restructuring; (v) Contain disclosure of the nature and extent, if any, of the material interests of any director, supervisor, general manager and other senior management members in the matters to be discussed; and explanation of the difference if the effect which the matters to be discussed will have on such director, supervisor, general manager and other senior management members in their capacity as shareholders in so far as it is different from the effect on the shareholders of the same class; (vi) Contain the full text of any special resolution proposed to be adopted at the meetings;	Amended based on A r t i c l e 5 6 o f t h e Guidelines on Articles of Association

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Before amendments		After amendments		Basis of amendments
(vii) Contain a conspicuous statement that a shareholder entitled to attend and vote at such meetings is entitled to appoint one or more proxies to attend and vote at such meetings on his behalf and that a proxy does not need to be a shareholder of the Company; (viii) Specify the record date of shares for shareholders who are entitled to attend the general meetings; (ix) Specify the delivery time and place for power of attorney for the relevant meetings; and (x) Name and telephone number of the contact person(s).		(vii) Contain a conspicuous statement that

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Before amendments		After amendments	Basis of amendments
Article 73 Where the elections of directors and supervisors are to be discussed, a notice of the shareholders’ general meetings shall fully disclose the particulars of the candidates of directors and supervisors and shall at least include the following contents: (i) Personal particulars such as educational background, working experience and part-time job; (ii) Whether or not the candidate has any related party relationship with the Company or its controlling shareholders and de facto controllers; (iii) Disclose the number of shares of the Company held by the candidate; (iv) Whether or not the candidate has been subject to penalties by the CSRC and other relevant authorities as well as sanctions by any stock exchange; Save for the elections of directors and supervisors held by adopting cumulative voting system, each candidate for a director or supervisor shall be proposed by way of a separate proposal.		Article~~7~~ ~~8~~ 3 Where the elections of directors and supervisors are to be discussed, a notice of the shareholders’ general meetings shall fully disclose the particulars of the candidates of directors and supervisors and shall at least include the following contents: (i) Personal particulars such as educational background, working experience and part-time job; (ii) Whether or not the candidate has any related party (connected) relationship with the Company or its controlling shareholders and de facto controllers; (iii) Disclose the number of shares of the Company held by the candidate; (iv) Whether or not the candidate has been subject to penalties by the CSRC and other relevant authorities as well as sanctions by any stock exchange; (v) Other information required to be disclosed by the securities regulatory authorities and stock exchanges of the places where shares of the Company are listed. Save for the elections of directors and supervisors held by adopting cumulative voting system, each candidate for a director or supervisor shall be proposed by way of a separate proposal.

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Before amendments	After amendments	Basis of amendments
Article 74 The notice of the shareholders’ general meetings shall be delivered to shareholders (whether or not having voting rights at the general meetings) personally or by postage-paid mails at the addresses of the recipients which are recorded in the register of shareholders. The notice of the shareholders’ general meetings to the shareholders of domestic shares may also be made by way of public announcement. The term “public announcement” referred to in the preceding paragraph shall be published in one or more newspapers designated by CSRC and securities regulatory authority at the place where the shares of the Company are listed. After the publication of such announcement, all shareholders of domestic shares shall be deemed to have received the relevant notice of the shareholders’ general meetings. ⋯⋯	Article~~7~~ ~~8~~ 4 The notice of the shareholders’ general meetings shall be delivered to shareholders (whether or not having voting rights at the general meetings) personally or by postage-paid mails at the addresses of the recipients which are recorded in the register of shareholders. The notice of the shareholders’ general meetings to the shareholders of domestic shares may also be made by way of public announcement. The term “public announcement” referred to in the preceding paragraph shall beannounced on the websites ~~published in one or more newspapers~~ designated by CSRC and securities regulatory authorit~~y~~ ~~i~~es at the places where the shares of the Company are listed. After the publication of such announcement, all shareholders of domestic shares shall be deemed to have received the relevant notice of the shareholders’ general meetings. ⋯⋯	A d j u s t e d b a s e d o n actual situation
	S E C T I O N V C O N V E N I N G O F T H E SHAREHOLDERS’ GENERAL MEETING	Section newly added with reference to the Guidelines on Articles of Association
	Article 86 The Board or any other convener shall take necessary measures to ensure the proper order of the general meeting. Measures shall be taken to suppress any behaviour disturbing the meeting, arousing quarrels and stirring up trouble and infringing the lawful interests of shareholders, and the relevant authorities shall be notified for investigation and prosecution in a timely manner.	Newly added based on Article 59 of the Guidelines on Articles of Association

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Before amendments		After amendments	Basis of amendments
Article 77 Any shareholder who is entitled to attend and vote at a general meeting shall be entitled to appoint one or more persons (such person may not be a shareholder of the Company) as his proxy/ proxies to attend and vote on his behalf, and a proxy so appointed shall be entitled to exercise the following rights according to the authorizations from that shareholder: ⋯⋯		Article~~7~~ ~~8~~ 7 All holders of ordinary shares or their proxies whose names appear on the register of members as at the shareholding record date are entitled to attend the general meeting, and exercise voting rights in accordance with relevant laws, regulations, requirements of the securities regulatory authorities and stock exchanges of the places where shares of the Company are listed and these Articles of Association. Shareholders may attend the shareholders’ general meeting in person or appoint a proxy to attend and vote on their behalf. An individual shareholder attending the meeting in person shall produce his/ her identification card or other valid certificate or proof of his/her identification and stock account card; and a proxy attending a general meeting on behalf of an individual shareholder shall produce his/her valid identification document and power of attorney issued by the appointing shareholder. Legal person shareholders shall be represented by its legal representative or proxy authorised by its legal representative to attend the meeting. Legal representative attending the meeting shall produce his/her identification card and valid proof of his/her qualification as a legal representative; and a proxy appointed to attend the meeting shall produce his/her identification card, and written power of attorney issued by the legal representative of the legal person shareholder. ~~Any~~ Shareholder who is entitled to attend and vote at a general meeting shall be entitled to appoint one or more persons (such person may not be a shareholder of the Company) as his proxy/ proxies to attend and vote on his behalf, and a proxy so appointed shall be entitled to exercise the following rights according to the authorizations from that shareholder: ⋯⋯	Amended based on A r t i c l e 6 0 o f t h e Guidelines on Articles of Association and the actual situation of the Company

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Before amendments		After amendments	Basis of amendments
		Article 89 The letter of attorney issued by a shareholder appointing a proxy to attend general meeting on his/ her behalf shall state the following: (i) Name of the proxy; (ii) Empowered with right to vote or not; (iii) Instructions to vote in favour of, against or abstain from, as the case may be, each matter in the agenda of the shareholders’ general meeting; (iv) The date of issuance of the power of attorney appointing the proxy and the expiration date; and (v) Signature (or seal) of the appointer. If the appointer is a corporate shareholder, the corporate seal shall be affixed.	Newly added based on Article 62 of the Guidelines on Articles of Association
Article 80 Any form issued to a shareholder by the Board of Directors for appointing a proxy of the shareholder shall allow the shareholder to freely instruct the proxy to cast vote in favor of, against or abstention from the proposals, and instruct separately about each proposal dealing with the businesses to be considered at the meetings. Such power of attorney shall contain a statement that in absence of instructions by the shareholders, his proxy may vote as he thinks fit. The Company is entitled to require the proxy attending the shareholders’ general meetings on behalf of a shareholder to present his identification document. If a corporate shareholder appoints its representative to attend the meetings, the Company is entitled to require the representative to present his own identification document and a notarized certified copy of the resolution or power of attorney authorized by its board of directors or other governing body of such corporate shareholder.		Article~~80~~ ~~9~~1 Any form issued to a shareholder by the Board of Directors for appointing a proxy of the shareholder shall allow the shareholder to freely instruct the proxy to cast vote in favor of, against or abstention from the proposals, and instruct separately about each proposal dealing with the businesses to be considered at the meetings. Such power of attorney shall contain a statement that in absence ofspecific instructions by the shareholders, his proxy may vote as he thinks fit. ~~The Company is entitled to require the proxy attending~~ ~~the shareholders’ general meetings on behalf of a~~ ~~shareholder to present his identification document.~~ ~~If a corporate shareholder appoints its representative to~~ ~~attend the meetings, the Company is entitled to require~~ ~~the representative to present his own identification~~ ~~document and a notarized certified copy of the~~ ~~resolution or power of attorney authorized by its board~~ ~~of directors or other governing body of such corporate~~ ~~shareholder.~~	Amended based on A r t i c l e 6 3 o f t h e Guidelines on Articles of Association and deleted based on Article 86 of these Articles of Association

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Article 112 The shareholders’ general meetings shall be convened by the Board of Directors, and the chairman of the Board of Directors shall act as the chairman of the meetings; if the chairman of the Board of Directors is unable or fails to perform the duties, the deputy chairman of the Board of Directors shall convene the meetings and act as the chairman of the meetings; if the Company has no deputy chairman or the deputy chairman of the Board of Directors is unable or fails to perform the duties, a majority of directors shall jointly elect a director to act as the chairman of the meetings. If no chairman of the meeting has been so designated by a majority of directors, shareholders present may elect one person to be the chairman of the meetings. If for any reason, the shareholders fail to elect a chairman, then the shareholder (including proxy) present holding the largest number of shares carrying the right to vote thereat shall be the chairman of the meetings.		Article 96 The shareholders’ general meetings shall be~~convened~~ ~~by the Board of Directors, and~~ presided over by the chairman of the Board of Directors~~shall act as the~~ ~~chairman of the meetings~~ ~~;~~if the chairman of the Board of Directors is unable or fails to perform the duties, the deputy chairman of the Board of Directors shall ~~convene the meetings and act as the chairman of the~~ ~~meetings~~ preside over the meeting (if the Company has two or more deputy chairmen, such meetings shall be presided over by the deputy chairman jointly elected by more than half of the directors) ; if the Company has no deputy chairman or the deputy chairman of the Board of Directors is unable or fails to perform the duties, a majority of directors shall jointly elect a director to~~act as the chairman of~~ preside over the meetings. If no chairman of the meeting has been so designated by a majority of directors, shareholders present may elect one person to~~be the chairman~~ ~~of~~ preside over the meetings. If for any reason, the shareholders fail to elect a chairman, then the shareholder (including proxy) present holding the largest number of shares carrying the right to vote thereat shall be the chairman of the meetings. A general meeting convened by the Supervisory Committee shall be presided over by the chairman of the Supervisory Committee. If the chairman of the Supervisory Committee is unable or fails to perform his/her duties, a supervisor elected by a half or more of the supervisors shall preside over the meeting. A general meeting convened by the shareholders themselves shall be presided over by a representative nominated by the convening shareholders. When the shareholders’ general meeting is held and the chairman of the meeting violates the rules of procedures which makes it difficult for the general meeting to continue, a person may be elected at the general meeting to act as the chairman to continue the meeting, subject to the approval by a simple majority of the shareholders who are entitled to vote and present at the meeting.		Amended based on A r t i c l e 6 8 o f t h e Guidelines on Articles of Association and the actual situation of the Company, and moved up based on the structure of these Articles of Association

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Before amendments	After amendments	Basis of amendments
Article 86 The Company shall formulate the Procedural Rules of the Shareholders’ General Meetings which shall set out in details the procedures of convention and voting in respect of the shareholders’ general meetings, including notices, registration, consideration for proposals, voting, vote counting, announcement on voting results, formation of the resolutions, meeting minutes and signing, announcements and other contents, and the principles of authorization granted to the Board of Directors at the shareholders’ general meetings. The scope of authorization shall be specified in details. The procedural rules of the shareholders’ general meetings shall be prepared by the Board of Directors, approved at the shareholders’ general meetings and attached to these Articles of Association as an appendix.	Article97 ~~86~~ The Company shall formulate thep roceduralr ules of thes hareholders’g eneralm eetings which shall set out in details the procedures of convention and voting in respect of the shareholders’ general meetings, including notices, registration, consideration for proposals, voting, vote counting, announcement on voting results, formation of the resolutions, meeting minutes and signing, announcements and other contents, and the principles of authorization granted to the Board of Directors at the shareholders’ general meetings. The scope of authorization shall be specified in details. The procedural rules of the shareholders’ general meetings shall be prepared by the Board of Directors, approved at the shareholders’ general meetings and attached to these Articles of Association as an appendix.
Article 87 During the annual general meeting, the Board of Directors and the Supervisory Committee shall respectively give a report on their work in the previous year to the shareholders’ general meeting, and each independent non-executive director shall also make his duty report accordingly.	Article9 8~~7~~ During the annual general meeting, the Board of Directors and the Supervisory Committee shall respectively give a report on their work in the previous year to the shareholders’ general meeting, and each independent~~non-executive~~ ~~d~~irector shall also make his duty report accordingly.	Align with the context, the same hereinafter

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Before amendments	After amendments	Basis of amendments
	Article 101 The secretary of the Board of Directors shall be responsible for taking minutes of the general meetings. The meeting minutes shall include: (i) Time, place and agenda of the meetings and name or designation of the convener; (ii) Names of the chairman of the meeting and directors, supervisors, general manager and other senior management members present or in attendance at the meetings; (iii) Number of the present shareholders and proxies, the total number of voting shares they represent and the percentage of the total shares of the Company they represent; (iv) The discussions in respect of each proposal, highlights of the speeches made at the meetings and the voting results; (v) Details of the queries or recommendations of the shareholders, and the corresponding answers or explanations; (vi) The name of lawyers, counting officers and scrutinizers; (vii) Such other matters which shall be recorded in the meeting minutes in accordance with the provisions of these Articles of Association.	Originally numbered as Article 116, moved up based on the structure of these Articles of Association

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Article 115 If votes are counted at a shareholders’ general meeting, the result of the count shall be recorded in the meeting minutes. Meeting minutes of the shareholders’ general meetings shall be signed by chairman of the meeting, the present directors, supervisors, secretary of the Board of Directors, the convener or its representatives. The meeting minutes shall, together with the signature book of shareholders attending the meetings and power of attorney and effective information of voting by other means, be kept at the domicile of the Company for at least ten years.		Article 102 If votes are counted at a shareholders’ general meeting, the result of the count shall be recorded in the meeting minutes. The convener should ensure the truthfulness, accuracy and completeness of the minutes of the meeting. Meeting minutes of the shareholders’ general meetings shall be signed by~~chairman of the meeting,~~ the present directors, supervisors, secretary of the Board of Directors, the convener or its representatives and chairman of the meeting . The meeting minutes shall, together with the signature book of shareholders attending the meetings and power of attorney and effective information of votingonline and by other means, be kept at the domicile of the Company for at least ten years.	Amended based on A r t i c l e 7 4 o f t h e Guidelines on Articles of Association, and moved up based on the structure of these Articles of Association
Article 90 The convener shall ensure that the general meeting is held continuously until final resolutions are reached. In the event that the general meeting is adjourned or resolutions failed to be reached due to force majeure or other special reasons, measures shall be adopted to resume the meeting as soon as possible or the meeting shall be concluded immediately, and an announcement shall be promptly made accordingly. The convener shall also report the same to the relevant competent authorities in accordance with the applicable regulations.		Article~~90~~ ~~1~~03 The convener shall ensure that the general meeting is held continuously until final resolutions are reached. In the event that the general meeting is adjourned or resolutions failed to be reached due to force majeure or other special reasons, measures shall be adopted to resume the meeting as soon as possible or the meeting shall be concluded immediately, and an announcement shall be promptly made accordingly. The convener shall also report the same to the~~relevant competent~~ ~~authorities in accordance with the applicable regulations~~ local office of CSRC at the place where the Company is located and the stock exchange(s) .	Amended based on A r t i c l e 7 5 o f t h e Guidelines on Articles of Association

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Before amendments		After amendments	Basis of amendments
		SECTION VI VOTING AND RESOLUTIONS OF SHAREHOLDERS’ GENERAL MEETING	Section newly added with reference to the Guidelines on Articles of Association
		Article 105 The following matters shall be resolved by an ordinary resolution at a shareholders’ general meetings: (i) Work reports of the Board of Directors and the Supervisory Committee; (ii) Profit distribution plans and plans to cover losses to be formulated by the Board of Directors; (iii) Appointment and removal of members of the Board of Directors and the Supervisory Committee, their remuneration and manner of payment; (iv) Annual budgets and final accounts, balance sheets, income statements, and other financial statements of the Company; (v) Annual reports of the Company; (vi) Other matters other than those which are required by laws, administrative regulations, the regulatory rules of the places where the shares of the Company are listed or these Articles of Association to be adopted by special resolutions.	Originally numbered as Article 106, moved up based on the structure of these Articles of Association

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Article 107 The following matters shall be resolved by a special resolution at a shareholders’ general meeting: (i) Increase or reduction in the registered share capital of the Company; issuance of shares of any class, stock warrants and other similar securities; (ii) Issuance of debentures of the Company; (iii) Division, merger, dissolution, liquidation or change of the corporate forms of the Company; (iv) Amendment to these Articles of Association; (v) The Company’s purchase or sale of any material assets or the amount of guarantee, within one year, which exceeds 30% of the latest audited total assets of the Company; (vi) Equity-based incentive scheme(s); (vii) Any other matter as required by laws, administrative regulations, the regulatory rules of the place where the shares of the Company are listed or these Articles of Association, and which as the shareholders’ general meeting determines by ordinary resolution will have material effect on the Company and require adoption by special resolutions.	Article 10~~7~~ ~~6~~ The following matters shall be resolved by a special resolution at a shareholders’ general meeting: (i) Increase or reduction in the registered share capital of the Company; issuance of shares of any class, stock warrants and other similar securities; (ii) Issuance of debentures of the Company; (iii) Division,split, merger, dissolution, liquidation or change of the corporate forms of the Company; (iv) Amendment to these Articles of Association; (v) The Company’s purchase or sale of any material assets or the amount of guarantee, within one year, which exceeds 30% of the latest audited total assets of the Company; (vi) Equity-based incentive scheme(s); (vii) Any other matter as required by laws, administrative regulations, the regulatory rules of the places where the shares of the Company are listed or these Articles of Association, and which as the shareholders’ general meeting determines by ordinary resolution will have material effect on the Company and require adoption by special resolutions.	Amended based on A r t i c l e 7 8 o f t h e Guidelines on Articles of Association

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Before amendments		After amendments	Basis of amendments
Article 92 A shareholder (including proxy) when voting at a shareholders’ general meeting may exercise voting rights in accordance with the number of shares carrying the right to vote. Each share shall have one voting right. If any shareholders is required to give up the voting right for certain proposal or are restricted to be only able to vote for or against certain proposal, in accordance with the provisions of applicable laws and regulations and the HK Listing Rules, the votes by those shareholders or their representatives shall not be counted in case of any violation of the relevant provisions or restriction.		Article~~92~~ ~~1~~07 A shareholder (including proxy) when voting at a shareholders’ general meeting may exercise voting rights in accordance with the number of shares carrying the right to vote. Each share shall have one voting right. When material matters concerning the interests of minority shareholders are considered at a general meeting, votes cast by minority shareholders shall be counted on a separate basis. The separately counted votes shall be disclosed in a timely manner. The shares held by the Company have no voting rights, and that part of the shareholding is not counted as the total number of shares with voting rights held by shareholders attending the meeting. If the purchase of the Company’s voting shares by the shareholders violates the provisions under Clauses 63(1) and (2) of the Securities Law, the voting rights of such shares in excess of the prescribed proportion shall not be exercised within 36 months after the purchase, and shall not be counted in the total number of shares carrying voting rights represented by shareholders present at the general meeting. The Board of the Company, independent directors and shareholders with more than 1% of the voting shares or investor protection agencies established in accordance with laws, administrative regulations or the provisions of the CSRC may openly collect voting rights from the Company’s shareholders. While collecting votes of the shareholders, sufficient disclosure of information such as the specific voting preference shall be made to the shareholders from whom voting rights are being collected. No consideration or other form of de facto consideration shall be involved in the collection of voting rights from the shareholders. The Company shall not impose any limitation related to minimum shareholdings on the collection of voting rights except under statutory conditions.	Newly added based on Article 79 of the Guidelines on Articles of Association

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Before amendments	After amendments	Basis of amendments
	If any shareholders is required to give up the voting right for certain proposal or are restricted to be only able to vote for or against certain proposal, in accordance with the provisions of applicable laws and regulations and the HK Listing Rules, the votes by those shareholders or their representatives shall not be counted in case of any violation of the relevant provisions or restriction.
Article 93 When any shareholders’ general meeting considers matters in connection with the related transactions, the related shareholder(s) shall not participate in the vote and the number of voting shares that it represents shall not be counted towards the total number of valid votes. The announcement of the resolutions of the general meetings shall fully disclose the votes of the non-related shareholders.	Article~~93~~ ~~1~~08 When any shareholders’ general meeting considers matters in connection with the related(connected) transactions, the related(connected) shareholder(s) shall not participate in the vote and the number of voting shares that it represents shall not be counted towards the total number of valid votes. The announcement of the resolutions of the general meetings shall fully disclose the votes of the non-related(connected) shareholders.	Amended based on actual situation

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Article 94 At any shareholders’ general meeting, a resolution shall be decided on a show of hands, unless, before or after a vote is carried out by a show of hands, a poll is demanded by the following persons: (i) The chairman of the meeting; (ii) At least two shareholders entitled to vote or by proxy entitled to vote thereat; or (iii) One or more shareholders (including proxies) holding, individually or in the aggregate, 10% or more of all shares carrying the right to vote at the meeting. Unless a poll is demanded pursuant to the preceding provision, a declaration by the chairman that a resolution has been passed on a show of hands and the recording of the same in the minutes of 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 favor of or against such resolution. The demand for a poll may be withdrawn by the person who demanded the same.		Article~~94~~ ~~1~~09 A resolution put to the vote of a general meeting shall be decided by way of registered ballots save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by ~~At any shareholders’ general meeting, a resolution~~ ~~shall be decided on~~ ~~a~~show of hands. ~~, unless, before or~~ ~~after a vote is carried out by a show of hands, a poll is~~ ~~demanded by the following persons:~~ ~~(i) The chairman of the meeting;~~ ~~(ii) At least two shareholders entitled to vote or by~~ ~~proxy entitled to vote thereat; or~~ ~~(iii) One or more shareholders (including proxies)~~ ~~holding, individually or in the aggregate, 10% or more~~ ~~of all shares carrying the right to vote at the meeting.~~ ~~Unless a poll is demanded pursuant to the preceding~~ ~~provision, a declaration by the chairman that a~~ ~~resolution has been passed on a show of hands and the~~ ~~recording of the same in the minutes of 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 favor of or against~~ ~~such resolution.~~ ~~The demand for a poll may be withdrawn by the person~~ ~~who demanded the same.~~	Amended based on A r t i c l e 8 6 o f t h e Guidelines on Articles of Association and actual situation of the Company
Article 95 A poll demanded on such matters as the election of the chairman of the meeting, or the adjournment of the meeting, shall be taken forthwith. A poll demanded on any other matter shall be taken at such time as the chairman of the meeting may decide, and the meeting may proceed with the discussion of other matters; the result of the poll shall still be regarded as a resolution passed at such meeting.		Article~~95~~ ~~1~~10 A poll demanded on such matters as the election of the chairman of the meeting, or the adjournment of the meeting, shall be taken forthwith. A poll demanded on any other matter shall be taken at such time as the chairman of the meeting may decide, and the meeting may proceed with the discussion of other matters; the result of the poll shall still be regarded as a resolution passed at such meeting.	A m e n d m e n t s t o wordings

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Article 96 Shareholders attending the general meetings shall express one of the following views during the voting of a proposal: for, against or abstain. A voting ticket that is incomplete, wrongly completed, illegible, or not yet cast, will be regarded as waiver by the voter of his voting rights. The voting result of the number of shares held by the voter will be treated as “abstention”.		Article~~96~~ ~~1~~11 Shareholders attending the general meetings shall express one of the following views during the voting of a proposal: for, against or abstain, except for the securities registration and settlement institutions which, being the nominal holders of shares under Stock Connect between the Mainland and Hong Kong, shall make declarations according to the intentions of the beneficial holders . A voting ticket that is incomplete, wrongly completed, illegible, or not yet cast, will be regarded as waiver by the voter of his voting rights. The voting result of the number of shares held by the voter will be treated as “abstention”.	Newly added based on Article 89 of the Guidelines on Articles of Association
Article 98 In the event of an equality of the number of votes for and against a proposal, whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to one additional vote.		~~Article 98~~ ~~In the event of an equality of the number of votes for~~ ~~and against a proposal, whether on a show of hands or~~ ~~on a poll, the chairman of the meeting shall be entitled~~ ~~to one additional vote.~~	Amended based on actual situation

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Before amendments		After amendments	Basis of amendments
Article 99 The list of candidates for directors or supervisors shall be proposed to the shareholders’ general meetings for votes. The cumulative voting system may be used in the voting for the election of directors and supervisors at the shareholders’ general meetings in accordance with relevant laws, regulations, and provisions of the these Articles of Association or the resolutions adopted at the shareholders’ general meetings. The “cumulative voting system” as referred to in the preceding paragraph means that in the election of directors or supervisors at the shareholders’ general meetings, the voting right each share has equals to the number of candidates of directors or supervisors. Shareholders may use their voting rights collectively. The Board of Directors shall announce to shareholders the resumes and basic information of these candidates for directors or supervisors.		Article~~99~~ ~~1~~13 The list of candidates for directors or supervisors shall be proposed to the shareholders’ general meetings for votes. The cumulative voting system may be used in the voting for the election of directors and supervisors at the shareholders’ general meetings in accordance with relevant laws, regulations, and provisions of the these Articles of Association or the resolutions adopted at the shareholders’ general meetings. The “cumulative voting system” as referred to in the preceding paragraph means that in the election of directors or supervisors at the shareholders’ general meetings, the voting right each share has equals to the number of candidates of directors or supervisors. Shareholders may use their voting rights collectively. The Board of Directors shall announce to shareholders the resumes and basic information of these candidates for directors or supervisors. Details of the cumulative voting system are as follows: (i) For the purposes of the election of directors or supervisors, each share held by a shareholder of the Company has the same number of votes as the number of directors or supervisors to be elected. That means the total number of votes that a shareholder is entitled to in the election of directors or supervisors equal to the number of shares that he/she held times the number of candidates for directors or supervisors. The number of candidates for directors and supervisors can be more than the number of directors or supervisors to be elected. However, the number of candidates to which the votes are cast by each shareholder cannot exceed the number of directors or supervisors to be elected and the total number of votes cast cannot be more than the number of votes that a shareholder is entitled, otherwise the votes shall be invalid;	Newly added based on Article 82 of the Guidelines on Articles of Association and with reference to the practices of relevant listed companies

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	(ii) The voting on independent directors and non- independent directors should be separated. In relation to the election of independent directors, the number of votes that each shareholder is entitled to equal to the number of shares that he/she held times the number of independent directors to be elected. Those votes can only cast on the candidates for independent directors. In relation to the election of non-independent directors, the number of votes that each shareholder is entitled to equal to the number of shares that he/she held times the number of non- independent directors to be elected. Those votes can only cast on the candidates for non-independent directors; (iii) After the end of the voting, the vote-counting should be undertaken by the scrutineer of the general meeting. The number of votes obtained by the candidates for directors or supervisors shall be announced for determining which candidates are elected and which candidates for directors or supervisors are elected shall be determined in the order of the number of votes that they obtained. However, for a candidate to be elected, the minimum number of votes that he/she obtained must be more than half of the number of votes held by those shareholders (including their proxies) attending the general meetings. If the number of directors or supervisors elected are lower than the number proposed to be elected at the general meeting, another voting should be conducted in relation to the vacancies for those candidates for directors or supervisors who have not obtained the requisite number of votes. If there are two or more candidates for directors or supervisors who have obtained the same number of votes and only some of which can be elected due to the restriction on the number of vacancies, a by-election should be held in respect of those candidates for directors or supervisors who obtained the same number of votes.

Article 102 The same voting right shall only be exercised by one means, either through onsite voting or other voting means. If the same voting right is exercised by more than one means, the result of the first vote cast shall prevail.	Article 1~~02~~ ~~1~~6 The same voting right shall only be exercised by one means,~~either~~ ~~t~~hrough onsite, online voting or other voting means. If the same voting right is exercised by more than one means, the result of the first vote cast shall prevail.	Amended based on A r t i c l e 8 5 o f t h e Guidelines on Articles of Association

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Article 104 Before the shareholders’ general meeting votes on proposals, it shall recommend two shareholder representatives to count the votes and scrutinize the voting. If any shareholder is interested in the matter to be discussed, the relevant shareholder and his proxy shall not participate in vote counting or scrutinize the voting. When a shareholders’ general meeting votes on proposals, the counting of votes and scrutinizing of voting shall be conducted together by lawyers, shareholder representatives and supervisor representatives. The voting results shall be announced during the meeting. The voting results shall be contained in the meeting minutes. A shareholder of the Company or his proxy, who uses the internet or other voting means, shall be entitled to verify his voting results through relevant voting system.	Article 1~~04~~ ~~1~~8 Before the shareholders’ general meeting votes on proposals, it shall recommend two shareholder representatives to count the votes and scrutinize the voting. If any shareholder is interested in the matter to be discussed, the relevant shareholder and his proxy shall not participate in vote counting or scrutinize the voting. When a shareholders’ general meeting votes on proposals, the counting of votes and scrutinizing of voting shall be conducted together by lawyers, shareholder representatives and supervisor representatives. The voting results shall be announced during the meeting. The voting results shall be contained in the meeting minutes. A shareholder of the Company or his proxy, who uses the internet or other voting means, shall be entitled to verify his voting results through relevant voting system.	A d j u s t e d b a s e d o n actual situation
Article 105 The chairman of the meeting shall announce the voting circumstances and results for each proposal, and shall also announce whether the resolutions have been passed according to the voting results. Before the voting results are officially announced, the companies, counting officers, scrutinizers, major shareholders, the internet service providers and all relevant parties in relation to voting on-site and voting by other means shall be obligated to keep confidential the voting results.	Article 1~~05~~ ~~1~~9 The on-site shareholders’ general meeting shall not conclude earlier than that over network or by other means. The chairman of the meeting shall announce the voting circumstances and results for each proposal, and shall also announce whether the resolutions have been passed according to the voting results. Before the voting results are officially announced, the companies, counting officers, scrutinizers, major shareholders, the internet service providers and all relevant parties in relation to voting on-site, online and voting by other means shall be obligated to keep confidential the voting results.	Amended based on A r t i c l e 8 8 o f t h e Guidelines on Articles of Association
Article 113 The chairman of the meetings shall be responsible for determining whether a resolution is passed. His decision, which is final and conclusive, shall be announced at the meetings and recorded in the meeting minutes.	Article 1~~13~~ ~~2~~0 The chairman of the meetings shall be responsible for determining whether a resolution is passed. His decision, which is final and conclusive, shall be announced at the meetings and recorded in the meeting minutes.	Amended based on A r t i c l e 7 4 o f t h e Mandatory Provisions and actual situation of the Company

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Article 114 If the chairman of the meeting has any doubt as to the result of a resolution which has been presented for voting at a shareholders’ general meeting, he may count the votes. If the chairman of the meeting does not count the votes, any shareholder who is present in person or by proxy and who objects to the result announced by the chairman of the meeting may, immediately after the declaration of the result, demand that the votes be counted and the chairman of the meeting shall have the votes counted immediately.	Article 1~~14~~ ~~2~~1 If the chairman of the meeting has any doubt as to the result of a resolution which has been presented for voting at a shareholders’ general meeting, he may count the votes. If the chairman of the meeting does not count the votes, any shareholder who is present in person or by proxy and who objects to the result announced by the chairman of the meeting may, immediately after the declaration of the result, demand that the votes be counted and the chairman of the meeting shall have the votes counted immediately.	Amended based on A r t i c l e 9 0 o f t h e Guidelines on Articles of Association
Article 118 The resolutions of the shareholders’ general meetings shall be announced promptly in accordance with the relevant laws, regulations and the relevant requirements of the stock exchange at the place where the shares of the Company are listed, specifying the number of shareholders present in person and by proxy at the meetings, the total number of voting shares held by them, the percentage of such voting shares in the total number of the voting shares of the Company, the total number of the shares that have to be abstained in accordance with the requirements of the securities regulatory body where the Company’s securities are listed, and/or the total number of shares (if any) to be abstained from voting, the voting methods, the voting results of each proposal and the details of the resolutions passed, as well as the identity of counting officers and scrutinizers.	Article 1~~18~~ ~~2~~3 The resolutions of the shareholders’ general meetings shall be announced promptly in accordance with the relevant laws, regulations and the relevant requirements of the stock exchanges at the places where the shares of the Company are listed, specifying the number of shareholders present in person and by proxy at the meetings, the total number of voting shares held by them, the percentage of such voting shares in the total number of the voting shares of the Company, the total number of the shares that have to be abstained in accordance with the requirements of the securities regulatory body where the Company’s~~securities~~ shares are listed, and/or the total number of shares (if any) to be abstained from voting, the voting methods, the voting results of each proposal and the details of the resolutions passed~~, as well as the identity of counting officers and~~ ~~scrutinizers~~ .	A d j u s t e d b a s e d o n actual situation
CHAPTER IX SPECIAL PROCEDURES FOR VOTING BY CLASS SHAREHOLDERS		Structural adjustment
Article 124 Rights granted on any class of shareholders may not be varied or abrogated save as adoption by a special resolution at the shareholders’ general meetings, and by the shareholders of the affected class at the shareholders’ general meetings convened respectively in accordance with Articles 127 through 131.	Article 12~~4~~ ~~8~~ Rights granted on any class of shareholders may not be varied or abrogated save as adoption by a special resolution at the shareholders’ general meetings, and by the shareholders of the affected class at the shareholders’ general meetings convened respectively in accordance with Articles 1~~27~~ ~~3~~0 through 13~~1~~ ~~3~~ .	A d j u s t e d b a s e d o n actual situation

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Article 126 Shareholders of the affected class, whether or not otherwise having the right to vote at shareholders’ general meetings, shall have the right to vote at class meetings in respect of matters concerning items (ii) to (viii), (xi) to (xii) of Article 126, but interested shareholder(s) shall not be entitled to vote at such class meetings. The term “interested shareholders” as referred to in the preceding paragraph means: (i) In the case of a repurchase of shares by way of a general offer to all shareholders of the Company or by way of public trading on a stock exchange pursuant to Article 27, an “interested shareholder” is a controlling shareholder within the meaning of Article 62 of these Articles of Association; (ii) In the case of a repurchase of shares by an agreement out of a stock exchange pursuant to Article 27 of these Articles of Association, an “interested shareholder” means a holder of the shares to which the said agreement relates; or (iii) In the case of a restructuring of the Company, an “interested shareholder” means a shareholder who assumes a relatively lower proportion of obligation than the obligations imposed on other shareholders of that class under the proposed restructuring, or who has an interest in the proposed restructuring different from the general interests of the shareholders of that class.	Article 1~~26~~ ~~3~~0 Shareholders of the affected class, whether or not otherwise having the right to vote at shareholders’ general meetings, shall have the right to vote at class meetings in respect of matters concerning items (ii) to (viii), (xi) to (xii) of Article 12~~6~~ 9 , but interested shareholder(s) shall not be entitled to vote at such class meetings. The term “interested shareholders” as referred to in the preceding paragraph means: (i) In the case of a repurchase of shares by way of a general offer to all shareholders of the Company or by way of public trading on a stock exchange pursuant to Article 27, an “interested shareholder” is a controlling shareholder within the meaning of Article 6~~2~~ ~~4~~ of these Articles of Association; (ii) In the case of a repurchase of shares by an agreement out of a stock exchange pursuant to Article 27 of these Articles of Association, an “interested shareholder” means a holder of the shares to which the said agreement relates; or (iii) In the case of a restructuring of the Company, an “interested shareholder” means a shareholder who assumes a relatively lower proportion of obligation than the obligations imposed on other shareholders of that class under the proposed restructuring, or who has an interest in the proposed restructuring different from the general interests of the shareholders of that class.	A d j u s t e d b a s e d o n actual situation
Article 127 Resolutions of a class of shareholders shall be passed by affirmative votes representing more than two-thirds of the voting rights of shareholders of that class present at the relevant meetings who, according to Article 127, are entitled to vote thereat.	Article 1~~27~~ ~~3~~1 Resolutions of a class of shareholders shall be passed by affirmative votes representing more than two-thirds of the voting rights of shareholders of that class present at the relevant meetings who, according to Article 1~~27~~ ~~3~~0 , are entitled to vote thereat.	A d j u s t e d b a s e d o n actual situation

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Article 128 Notice of a class meeting shall be given in accordance with the requirements as set out in Article 69 of these Articles of Association.	Article 1~~28~~ ~~3~~2 Notice of a class meeting shall be given in accordance with the requirements as set out in Article~~69~~ ~~1~~30 of these Articles of Association.	A d j u s t e d b a s e d o n actual situation
CHAPTER X THE BOARD OF DIRECTORS	CHAPTER~~X~~ V THE BOARD OF DIRECTORS
SECTION I DIRECTORS	SECTION I DIRECTORS
Article 131 Directors are natural persons who are not required to hold any shares in the Company. The directors are elected by the general meetings. The directors are appointed for a term of three years, from the date of election to the expiration of the term of the current Board of Directors. Upon expiration of the term of office of the directors, they may be re-elected and reappointed.	Article 13~~1~~ ~~5~~ Directors are natural persons who are not required to hold any shares in the Company. The directors are electedor replaced by the general meetings. The directors are appointed for a term of three years, from the date of~~election~~ appointment to the expiration of the term of the current Board of Directors. Upon expiration of the term of office of the directors, they may be re-elected and reappointed. Where no re-election is made timely upon expiration of the term of office of the director, or the number of the directors of the Company is less than the legal quorum due to a director’s resignation, before the re-elected director takes office, the original director shall still perform his duties as a director in accordance with the laws, administrative regulations, regulatory rules in the places where the Company’s shares are listed and these Articles of Association. Managers and other staff from the senior management may hold a concurrent post as director. However, the total number of directors who are serving concurrently as managers or other senior management staff and directors from staff representatives cannot exceed half of the total number of the Company’s directors.	A m e n d e d b a s e d o n A r t i c l e 1 6 a n d paragraph 2 of Article 96 of the Guidelines on Articles of Association, and moved the original Article 135 up here based on the structure of these Articles of Association

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Before amendments		After amendments	Basis of amendments
		Article 136 Directors shall comply with the laws, administrative regulations and these Articles of Association to perform their fiduciary obligations to the Company as follows: (i) Not to abuse their official powers to accept bribes or other unlawful income or expropriate the Company’s property; (ii) Not to misappropriate the Company’s funds; (iii) Not to deposit assets or capital of the Company in any accounts which are opened in their own name or in the names of other persons; (iv) Not to lend the Company’s funds to others or provide guarantees to others with the Company’s properties in violation of these Articles of Association or without approval by the shareholders’ meeting or the Board of Directors; (v) Not to enter into contracts or transactions with the Company in violation of these Articles of Association or without consent of the shareholders’ meeting; (vi) Without prior consent of the shareholders’ meeting, not to use their position to obtain for themselves or others any business opportunities belonging to the Company, or to operate for themselves or others any business which is in the Company’s business line; (vii) Not to accept for their own benefit any commission from another party dealing with the Company;	Newly added based on Article 97 of the Guidelines on Articles of Association

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		(viii) Not to make unauthorised divulgence of confidential information of the Company; (ix) Not to jeopardize the interests of the Company by taking advantage of their related party (connected) status; and (x) To fulfill other fiduciary obligations provided in laws, administrative regulations, departmental rules and these Articles of Association. Any gain from the breach of this Article shall belong to the Company. Directors in connection with such violation shall be liable to compensate for any loss suffered by the Company.
		Article 137 Directors shall comply with the laws, administrative regulations and these Articles of Association to perform their due diligence obligations to the Company as follows: (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 the laws, administrative regulations and economic policies of the PRC and not go beyond the scope of business specified in the Company’s business license; (ii) To treat all shareholders impartially; (iii) To keep informed of the business operations and management of the Company; (iv) To sign to confirm the written opinion on regular reports of the Company and ensure truthfulness, accuracy and completeness of the information disclosed by the Company; (v) To provide true information and data to the Supervisory Committee, and not to interfere with the Supervisory Committee or supervisors in their exercise of powers; (vi) To fulfil other due diligence obligations stipulated by laws, administrative regulations, department rules and these Articles of Association.	Newly added based on Article 98 of the Guidelines on Articles of Association

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	Article 138 A director failing to attend the meetings of the Board of Directors either in person or by proxy for two times in succession shall be deemed as incapable of performing the duties, and shall be subject to replacement as recommended by the Board of Directors to the shareholders’ meeting.	Newly added based on Article 99 of the Guidelines on Articles of Association
Article 134 A director may resign before expiration of his term of office, subject to submission of a written resignation report to the Board of Directors. If the number of the directors of the Company is less than the legal quorum due to a director’s resignation, before the re-elected director takes office, the original director shall still perform his duties as a director in accordance with the laws, administrative regulations, departmental rules and these Articles of Association. Other than the circumstances mentioned in the preceding paragraph, the resignation of a director becomes effective upon submission of his resignation report to the Board of Directors.	Article 1~~34~~ ~~4~~0 A director may resign before expiration of his term of office, subject to submission of a written resignation report to the Board of Directors.~~If the number of the~~ ~~directors of the Company is less than the legal quorum~~ ~~due to a director’s resignation, before the re-elected~~ ~~director takes office, the original director shall still~~ ~~perform his duties as a director in accordance with the~~ ~~laws, administrative regulations, departmental rules and~~ ~~these Articles of Association.~~ ~~R~~elevant information shall be disclosed by the Board within 2 days. Other than the circumstances mentioned in the preceding paragraph, the resignation of a director becomes effective upon submission of his resignation report to the Board of Directors.	Amended based on A r t i c l e 100 o f t h e Guidelines on Articles of Association
	Article 141 Upon a director’s resignation becoming effective or at the expiry of his/her office, the director shall complete all handover procedures, and his/ her fiduciary obligations to the Company and the shareholders shall not necessarily terminate at the end of his/her term of office but shall remain effective within a reasonable period specified in these Articles of Association.	Newly added based on Article 101 of the Guidelines on Articles of Association
	Article 142 No directors shall act, in their personal capacity, on behalf of the Company or the Board of Directors beyond provisions in these Articles of Association or without lawful authorization by the Board of Directors. A director shall, when acting in his personal capacity, state his standings and identities in advance if a third party has reasonable reasons to believe that the said director is acting on behalf of the Company or the Board of Directors.	Originally numbered as Article 146, moved u p b a s e d o n t h e Guidelines on Articles of Association and the structure of these Articles of Association

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Before amendments	After amendments	After amendments		Basis of amendments
SECTION II INDEPENDENT NON-EXECUTIVE DIRECTORS	SECTION II INDEPENDENT DIRECTORS		~~NON-EXECUTIVE~~	Structural adjustment
Article 136 The Company has independent non-executive directors. Independent non-executive directors are such directors who serve no other positions in the Company other than independent non-executive directors, and have no relationship with the Company and its substantial shareholders which may affect their independent and objective judgment. Independent non-executive directors shall account for at least one third of the members of the Board of Directors, and be no less than three. At least one of the Independent non-executive directors of the Company shall have appropriate professional qualifications or accounting or related financial management expertise, and comply with the requirements under Rule 3.10(2) of the HK Listing Rules. Independent non-executive directors must satisfy the independence requirement in accordance with Rule 3.13 of the HK Listing Rules.	Article 1~~36~~ ~~4~~3 The Company has independent~~non-executive~~ ~~d~~irectors. Independent~~non-executive~~ directors are such directors who serve no other positions in the Company other than independent~~non-executive~~ directors, and have no relationship with the Company and its substantial shareholders which may affect their independent and objective judgment. Independent~~non-executive~~ directors shall account for at least one third of the members of the Board of Directors, and be no less than three. At least one of the independent~~non-executive~~ directors of the Company shall have appropriate professional qualifications or accounting or related financial management expertise, and comply with the requirements under Rule 3.10(2) of the HK Listing Rules. Independent~~non-executive~~ directors must satisfy the independence requirement in accordance with Rule 3.13 of the HK Listing Rules.			Maintain consistency in context of these Articles of Association

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Article 137 An independent non-executive director shall meet the following basic conditions: (i) Being qualified as a director of a listed company in accordance with laws, regulations and normative documents and the provisions of the securities regulatory authority in the place where the Company’s shares are listed; (ii) Having a bachelor’s degree or above, or a senior professional title or above; (iii) Performing duties independently, without being affected by the substantial shareholders of the Company, de facto controllers or other entities or individuals that have an interest in the Company; (iv) Having basic knowledge of the operation of listed companies and being familiar with relevant laws, regulations and normative documents and rules; (v) Having more than 5 years of legal, economic, financial, accounting or other work experience conducive to the performance of the duties of an independent non-executive director; (vi) Ensuring that there is sufficient time and energy to perform his duties effectively and committing to abide by the fiduciary duty and diligence.		Article 1~~37~~ ~~4~~4 An independent~~non-executive~~ director shall meet the following basic conditions: (i) Being qualified as a director of a listed company in accordance with laws, regulations and normative documents and the provisions of the securities regulatory authorit~~y~~ ies in the places where the Company’s shares are listed; (ii) Having a bachelor’s degree or above, or a senior professional title or above; (iii) Performing duties independently, without being affected by the substantial shareholders of the Company, de facto controllers or other entities or individuals that have an interest in the Company; (iv) Having basic knowledge of the operation of listed companies and being familiar with relevant laws, regulations and~~normative documents~~ norms and rules; (v) Having more than 5 years of legal, economic, financial, accounting or other work experience ~~conducive to~~ required for the performance of the duties of an independent~~non-executive~~ director; (vi) Ensuring that there is sufficient time and energy to perform his duties effectively and committing to abide by the fiduciary duty and diligence.	Maintain consistency in context of these Articles of Association and amended based on actual situation of the Company

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Article 138 An independent non-executive director shall be independent and the following persons shall not act as independent non-executive directors: (i) The persons who serve for the Company or its subsidiaries and related parties, and their immediate family members, major social relationships and the core connected persons as defined under the HK Listing Rules; (ii) Natural person shareholders and their immediate family members, who directly or indirectly hold more than 1% of the issued shares of the Company among the top 10 shareholders of the Company; (iii) The persons providing financial, legal, consulting and other services to the Company or its subsidiaries, and their immediate family members and major social relationships; (iv) Other persons as stipulated in these Articles of Association; (v) Other persons as stipulated by laws and regulations, the CSRC, the securities regulatory authority in the place where the Company’s shares are listed, and other relevant regulatory agencies. The above-mentioned “immediate family members” refer to spouses, parents, children, etc. (same as below); the above-mentioned major social relationships refer to brothers and sisters, parents-in-law, daughters/sons-in- law, spouses of brothers and sisters, and brothers and sisters of spouses etc.		Article 1~~38~~ ~~4~~5 An independent~~non-executive~~ director shall be independent and the following persons shall not act as independent~~non-executive~~ directors: (i) The persons who serve for the Company or its subsidiaries and related parties(connected persons) , and their immediate family members, major social relationships~~and the core connected persons as defined~~ ~~under the HK Listing Rules~~ ~~;~~ (ii) Natural person shareholders and their immediate family members, who directly or indirectly hold more than 1% of the issued shares of the Company among the top 10 shareholders of the Company; (iii)The persons employed by a corporate shareholder which directly or indirectly holds 5% or more of the Company’s issued shares or is among the top five corporate shareholders of the Company, and their immediate family members; (iv) The persons falling into any of the three categories above within the preceding year; (v )The persons providing financial, legal, consulting and other services to the Company or its subsidiaries, and their immediate family members and major social relationships; (~~i~~ vi ) Other persons as stipulated in these Articles of Association; (vii )Other persons as stipulated by laws and regulations, the CSRC, the securities regulatory authorit~~y~~ ies in the places where the Company’s shares are listed, and other relevant regulatory agencies. The above-mentioned “immediate family members” refer to spouses, parents, children, etc. (same as below); the above-mentioned major social relationships refer to brothers and sisters, parents-in-law, daughters/sons-in- law, spouses of brothers and sisters, and brothers and sisters of spouses etc.	Amended based on Article 7 of Rules for Independent Directors of Listed Companies

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Article 139 The functions of an independent non-executive director include but not limited to the following: (i) To participate in the meetings of the Board of Directors and provide independent opinions on corporate strategic decision-making, appointment of senior management members and other decisions concerning the Company’s significant interests; (ii) To play a leading and guiding role when there is potential conflicts of interest such as related party transactions, and fully protect the legitimate interests of the Company and investors; (iii) To be invited to serve as members of the special committees such as the Audit and Risk Management Committee, the Nomination Committee, the Remuneration and Evaluation Committee, and the Strategy and Development Committee; and (iv) To carefully check whether the Company’s operating performance has achieved the set goals and expressed opinions at relevant meetings.		Article 1~~39~~ ~~4~~6 The functions of an independent~~non-executive~~ director include but not limited to the following: (i) To participate in the meetings of the Board of Directors and provide independent opinions on corporate strategic decision-making, appointment of senior management members and other decisions concerning the Company’s significant interests; (ii) To play a leading and guiding role when there is potential conflicts of interest such as related party(connected) transactions, and fully protect the legitimate interests of the Company and investors; (iii) To be invited to serve as members of the special committees such as the Audit and Risk Management Committee, the Nomination Committee, the Remuneration and Evaluation Committee, and the Strategy and Development Committee; and (iv) To carefully check whether the Company’s operating performance has achieved the set goals and expressed opinions at relevant meetings.		Maintain consistency in context of these Articles of Association
Article 140 In addition to the provisions of Section I of this Chapter, the provisions of Chapter XIV of these Articles of Association concerning the qualifications and obligations of directors shall apply to independent non- executive directors.		Article 14~~0~~ ~~7~~ In addition to the provisions of Section I of this Chapter, the provisions of Chapter X~~I~~ VI of these Articles of Association concerning the qualifications and obligations of directors shall apply to independent~~non-~~ ~~executive~~ directors.		Maintain consistency in context of these Articles of Association

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Article 141 Where the Board of Directors and the Supervisory Committee request the general meetings to remove an independent non-executive director, they shall serve a written notice to such independent non-executive director within one month before the general meetings. The independent non-executive director has the right to present his opinions, either orally or in writing, prior to the voting. The general meetings shall vote after considering the opinions expressed by such independent non-executive director. The proposal of the Supervisory Committee to request the removal of an independent non-executive director shall be submitted to the general meetings for consideration by more than two thirds of the votes of all supervisors. The independent non-executive director may explain the situation to the Supervisory Committee and make representations and defenses before the Supervisory Committee proposes a proposal of dismissal.		Article 14~~1~~ ~~8~~ Where the Board of Directors and the Supervisory Committee request the general meetings to remove an independent~~non-executive~~ director, they shall serve a written notice to such independent~~non-executive~~ director within one month before the general meetings. The independent~~non-executive~~ director has the right to present his opinions, either orally or in writing, prior to the voting. The general meetings shall vote after considering the opinions expressed by such independent ~~non-executive~~ director. The proposal of the Supervisory Committee to request the removal of an independent~~non-executive~~ director shall be submitted to the general meetings for consideration by more than two thirds of the votes of all supervisors. The independent~~non-executive~~ director may explain the situation to the Supervisory Committee and make representations and defenses before the Supervisory Committee proposes a proposal of dismissal.	Maintain consistency in context of these Articles of Association
Article 142 When an independent non-executive director fails to meet the conditions of independence or other circumstances that are not suitable for the performance of the duties of an independent non-executive director, resulting in the number of independent non-executive directors failing to meet the requirements of these Articles of Association, the Company shall supplement the number of independent non-executive directors as required. The term of each independent non-executive director is same as that of other directors of the Company. Upon expiration of the term of office, they may be re-elected and re-appointed, but the term of re- election shall not exceed six years.		Article 14~~2~~ ~~9~~ When an independent~~non-executive~~ director fails to meet the conditions of independence or other circumstances that are not suitable for the performance of the duties of an independent~~non-executive~~ director, resulting in the number of independent~~non-executive~~ directors failing to meet the requirements of these Articles of Association, the Company shall supplement the number of independent~~non-executive~~ directors as required. The term of each independent~~non-executive~~ director is same as that of other directors of the Company. Upon expiration of the term of office, they may be re-elected and re-appointed, but the term of re- election shall not exceed six years.	Maintain consistency in context of these Articles of Association

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Before amendments	After amendments	Basis of amendments
SECTION III BOARD OF DIRECTORS	SECTION III BOARD OF DIRECTORS
Article 143 The Company shall have a Board of Directors, consisting of 9 directors, and shall have one chairman, and could have one deputy chairman. The Board of Directors shall include at least one-third of the independent non-executive directors and no less than three independent non-executive directors at any time. The chairman and deputy chairman shall be elected and removed by more than one half of the directors. The term of office of the chairman and deputy chairman is three (3) years, renewable upon re-election and re- appointment.	Article 1~~43~~ ~~5~~0 The Company shall have a Board of Directors, consisting of 9 directors, and shall have one chairman, and could have one deputy chairman. The Board of Directors shall include at least one-third of the independent~~non-executive~~ directors and no less than three independent~~non-executive~~ directors at any time. The chairman and deputy chairman shall be elected and removed by more than one half of the directors. The term of office of the chairman and deputy chairman is three (3) years, renewable upon re-election and re- appointment.	Maintain consistency in context of these Articles of Association
	Article 152 The Board shall explain to the general meeting any non-standard auditors’ opinions issued by the certified accountants regarding the financial report of the Company.	Newly added based on Article 108 of the Guidelines on Articles of Association

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Article 145 The Board of Directors shall be accountable to the shareholders’ general meetings, and shall exercise the following powers: (i) To convene the shareholders’ general meetings and to report on its work to the shareholders’ general meetings; (ii) To implement the resolutions adopted by the shareholders’ general meetings; (iii) To determine the Company’s business plans and investment plans; (iv) To formulate the Company’s plans for annual financial budgets and final accounts; (v) To formulate the Company’s profit distribution plans and plans to cover losses; (vi) To formulate the plans for the increase or reduction of the Company’s registered capital and for the issuance of the Company’s bonds or other securities as well as the listing plans; (vii) To formulate plans for major acquisitions, repurchase of the Company’s shares; (viii) To formulate plans for merger, division, dissolution or change of the corporate form of the Company; (ix) To determine, to the extent authorized by the shareholders’ general meetings, on such matters as the external investments, purchase or sale of assets, assets pledge, external guarantee, entrusted financing and related transactions of the Company;		Article 1~~45~~ ~~5~~3 The Board of Directorsestablishes strategies, makes decisions and precludes risks, shall be accountable to the shareholders’ general meetings, and shall exercise the following powers: (i) To convene the shareholders’ general meetings and to report on its work to the shareholders’ general meetings; (ii) To implement the resolutions adopted by the shareholders’ general meetings; (iii) To determine the Company’s business plans and investment plans; (iv) To formulate the Company’s plans for annual financial budgets and final accounts; (v) To formulate the Company’s profit distribution plans and plans to cover losses; (vi) To formulate the plans for the increase or reduction of the Company’s registered capital and for the issuance of the Company’s bonds or other securities as well as the listing plans; (vii) To formulate plans for major acquisitions, repurchase of the Company’s shares; (viii) To formulate plans for merger, division, dissolution or change of the corporate form of the Company; (ix) To determine, to the extent authorized by the shareholders’ general meetings, on such matters as the external investments, purchase or sale of assets, assets pledge, external guarantee, entrusted financing, ~~and~~ related(connected) transactionsand external donations of the Company;		Amended based on A r t i c l e 107 o f t h e Guidelines on Articles o f A s s o c i a t i o n , Article 10 in Chapter II of Administrative M e a s u r e s f o r Preparation of Articles of Association of State- o w n e d E n t e r p r i s e s and Guidelines for S e l f - r e g u l a t i o n o f Companies Listed on the Shanghai Stock E x c h a n g e N o . 1 - Standardised Operation

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(x) To decide on the establishment of the Company’s internal management organizations; (xi) To appoint or remove the Company’s general manager and the secretary of the Board of Directors, and, according to the nomination of the general manager, to appoint or remove the deputy general manager, chief financial officer, chief engineer and other senior management members and decide on their remuneration, bonus and punishment; (xii) To formulate the Company’s basic management policies; (xiii) To formulate the plans for the amendment to these Articles of Association; (xiv) To manage the information disclosure of the Company; (xv) To propose to the shareholders’ general meetings for retaining or replacement of the accounting firm that performs auditing for the Company; (xvi) To debrief the work report of the general manager of the Company and examine his work; (xvii) To exercise any other powers granted by the laws, regulations, the regulatory rules of the place where the shares of the company are listed, and other authorities provided by the shareholders’ general meetings and these Articles of Association. Other than the Board of Directors’ resolutions in respect of the matters specified in items (vi), (viii) and (xiii) of these Articles of Association which shall be passed by the affirmative votes of more than two-thirds of all directors, the Board of Directors’ resolutions in respect of all other matters may be passed by the affirmative votes of a majority of all the directors.		(x) To decide on the establishment of the Company’s internal management organizations; (xi) To appoint or remove the Company’s general manager and the secretary of the Board of Directors, and, according to the nomination of the general manager, to appoint or remove the deputy general manager, chief financial officer, chief engineer and other senior management members and decide on their remuneration, bonus and punishment; (xii) To formulate the Company’s basic management policies; (xiii) To formulate the plans for the amendment to these Articles of Association; (xiv) To manage the information disclosure of the Company; (xv) To propose to the shareholders’ general meetings for retaining or replacement of the accounting firm that performs auditing for the Company; (xvi) To debrief the work report of the general manager of the Company and examine his work; (xvii) To exercise any other powers granted by the laws, regulations, the regulatory rules of the places where the shares of the company are listed, and other authorities provided by the shareholders’ general meetings and these Articles of Association. Other than the Board of Directors’ resolutions in respect of the matters specified in items (vi), (viii) and (xiii) of these Articles of Associationor as required by the securities regulatory authorities and stock exchange(s) of the listing places which shall be passed by the affirmative votes of more than two-thirds of all directors, the Board of Directors’ resolutions in respect of all other matters may be passed by the affirmative votes of a majority of all the directors.

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Article 148 The Board of Directors shall determine the extent of authority for external investments, purchase or sale of assets, assets pledge, external guarantees, entrusted financing and related transactions of the Company, establish strict examination and decision-making procedures, organize related experts and professionals to make assessment in case of significant investment projects and report to the shareholders’ general meetings for approval.		Article 1~~48~~ ~~5~~5 The Board of Directors shall determine the extent of authority for external investments, purchase or sale of assets, assets pledge, external guarantees, entrusted financing, ~~and~~ related(connected) transactionsand external donations of the Company, establish strict examination and decision-making procedures, organize related experts and professionals to make assessment in case of significant investment projects and report to the shareholders’ general meetings for approval.	Amended based on A r t i c l e 110 o f t h e Guidelines on Articles of Association
Article 150 The chairman of the Board of Directors shall exercise the following functions and powers: (i) To preside over shareholders’ general meetings and to convene and preside over meetings of the Board of Directors; (ii) To inspect the implementation of resolutions passed by the Board of Directors; (iii) To sign the securities issued by the Company; (iv) To exercise other powers granted by the Board of Directors and as required by laws, regulations, normative documents and the regulatory rules of the place where the shares of the Company are listed. ⋯⋯		Article 15~~0~~ ~~7~~ The chairman of the Board of Directors shall exercise the following functions and powers: (i) To preside over shareholders’ general meetings and to convene and preside over meetings of the Board of Directors; (ii) Tosupervise and inspect the implementation of resolutions passed by the Board of Directors; (iii) To sign the securities issued by the Company; (iv) To exercise other powers granted by the Board of Directors and as required by laws, regulations, normative documents and the regulatory rules of the places where the shares of the Company are listed. ⋯⋯	Amended based on A r t i c l e 112 o f t h e Guidelines on Articles of Association

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Article 151 The Board of Directors shall hold at least four regular meetings each year, which shall be convened by the chairman of the Board of Directors and notify all directors, supervisors and general manager fourteen days in advance. An interim board meeting is not subject to the notice time, but a reasonable notice shall be served on all directors, supervisors and general manager. An interim meeting of the Board of Directors may be convened under any of the following circumstances: (i) One third or more directors jointly propose to hold such meeting; (ii) The Supervisory Committee proposes to hold such meeting; (iii) The shareholders representing one tenth or more of the voting rights propose to hold such meeting; (iv) When the chairman of the Board of Directors deems necessary; (v) When it is jointly proposed by more than half of independent non-executive directors; (vi) When it is proposed by the general manager. The chairman of the Board of Directors shall convene and preside over the meetings of the Board of Directors within ten days of receipt of the proposal.		Article 15~~1~~ ~~8~~ The Board of Directors shall hold at least four regular meetings each year, which shall be convened by the chairman of the Board of Directors and notify all directors, supervisors and general manager fourteen days in advance. An interim board meeting is not subject to the notice time, but a reasonable notice shall be served on all directors, supervisors and general manager.The convener shall give explanations at the meeting and record the same in the meeting minutes. An interim meeting of the Board of Directors may be convened under any of the following circumstances: (i) One third or more directors jointly propose to hold such meeting; (ii) The Supervisory Committee proposes to hold such meeting; (iii) The shareholders representing one tenth or more of the voting rights propose to hold such meeting; (iv) When the chairman of the Board of Directors deems necessary; (v) When it is jointly proposed by more than half of independent~~non-executive~~ directors; (vi) When it is proposed by the general manager. The chairman of the Board of Directors shall convene and preside over the meetings of the Board of Directors within ten days of receipt of the proposal.	Amended based on actual situation

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Before amendments		After amendments	Basis of amendments
Article 152 The notice of the regular and interim meetings of the Board of Directors shall be served in such manners: The written notice affixed with the seal of the Board of Directors shall be served to all directors, supervisors and the general manager by a person, e-mail or fax or in the way permitted by the supervision rules in the place where the Company’s shares are listed. Where the above notice is served by e-mail or by fax, the Company shall make a confirmation through phone and keep a record. The time limit for notice: A notice of regular meetings of the Board of Directors shall be served fourteen days before the meetings, and a notice of interim meetings of the Board of Directors shall not be subject to the time limit, but a reasonable notice shall also be served to all directors, supervisors and the general manager. The convener shall explain at the meetings and record it in the minutes of the meetings.		Article 15~~2~~ ~~9~~ The notice of the regular and interim meetings of the Board of Directors shall be served in such manners: The written notice affixed with the seal of the Board of Directors shall be served to all directors, supervisors and the general manager by a person, e-mail or fax or in the way permitted by the supervision rules in the places where the Company’s shares are listed. Where the above notice is served by e-mail or by fax, the Company shall make a confirmation through phone and keep a record. ~~The time limit for notice: A notice of regular meetings~~ ~~of the Board of Directors shall be served fourteen days~~ ~~before the meetings, and a notice of interim meetings of~~ ~~the Board of Directors shall not be subject to the time~~ ~~limit, but a reasonable notice shall also be served to~~ ~~all directors, supervisors and the general manager. The~~ ~~convener shall explain at the meetings and record it in~~ ~~the minutes of the meetings.~~	Amended based on actual situation
Article 155 The directors shall attend the meetings of the Board of Directors in person. Where any director is unable to attend the meetings for reasons, he may, by issuing a written power of attorney, entrust another director to attend the meeting on his behalf, with the scope of authorization to be stated clearly therein. The directors who attend the meetings on behalf of other directors shall exercise the rights as directors within the scope of authorization. Failure by a director to attend a meeting of the Board of Directors in person, or to authorize a representative to attend the meetings on his behalf, shall be deemed to waive his voting right at such meetings.		Article 1~~55~~ ~~6~~2 The directors shall attend the meetings of the Board of Directors in person. Where any director is unable to attend the meetings for reasons, he may, by issuing a written power of attorney, entrust another director to attend the meeting on his behalf, with theproxy’s name, the subject matter, scope of authorizationand period of validity to be stated clearly therein, and shall be signed or sealed by the appointor . The directors who attend the meetings on behalf of other directors shall exercise the rights as directors within the scope of authorization. Failure by a director to attend a meeting of the Board of Directors in person, or to authorize a representative to attend the meetings on his behalf, shall be deemed to waive his voting right at such meetings.	Amended based on A r t i c l e 121 o f t h e Guidelines on Articles of Association

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Before amendments	After amendments	Basis of amendments
	Article 164 The minutes of the Board meetings shall set out the following items: (i) The date, place and name of the person to convene the meeting; (ii) The names of the directors present at the meeting and names of the directors (proxies) present at the meeting on behalf of other director(s); (iii) The meeting agenda; (iv) Gist of a director’s speech; (v) The methods and results of the voting for each proposal (the voting results shall include the number of affirmative votes, dissenting votes and votes abstaining from voting).	Amended based on A r t i c l e 123 o f t h e Guidelines on Articles of Association
SECTION IV SPECIAL COMMITTEES OF THE BOARD OF DIRECTORS	SECTION IV SPECIAL COMMITTEES OF THE BOARD OF DIRECTORS
Article 160 The Nomination Committee shall consist of three directors, of which, independent non-executive directors shall be the majority and the chairman of the committee shall be the chairman of the Board of Directors or an independent non-executive director.	Article 16~~0~~ ~~8~~ The Nomination Committee shall consist of three directors, of which, independent~~non-executive~~ directors shall be the majority and the chairman of the committee shall be~~the chairman of the Board of Directors or~~ an independent~~non-executive~~ director.	Amended based on A r t i c l e 107 o f t h e Guidelines on Articles of Association and p a r a g r a p h 2 u n d e r Article 4 of Rules for Independent Directors of Listed Companies
Article 161 The Remuneration and Evaluation Committee shall consist of three directors, of which, the independent non-executive directors shall be the majority, and the chairman of the committee shall be an independent non- executive director.	Article 16~~1~~ ~~9~~ The Remuneration and Evaluation Committee shall consist of three directors, of which, the independent ~~non-executive~~ directors shall be the majority, and the chairman of the committee shall be an independent~~non-~~ ~~executive~~ director.	Maintain consistency in context of these Articles of Association

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Article 162 The Audit and Risk Management Committee shall consist of three non-executive directors, and the chairman of the committee shall be an independent non-executive director. The independent non-executive directors in the Audit and Risk Management Committee shall be the majority and at least one independent non- executive director shall have appropriate professional qualifications or accounting or related financial management expertise.	Article 1~~62~~ ~~7~~0 The Audit and Risk Management Committee shall consist of three~~non-executive~~ directorswith independent directors accounting for the majority , and the chairman of the committee shall be an independent~~non-executive~~ director~~. The independent~~ ~~non-executive directors in the Audit and Risk~~ ~~Management Committee shall be the majority and at~~ ~~least one independent non-executive director shall have~~ ~~appropriate professional qualifications or accounting or~~ ~~related financial management expertise~~ who shall be an accounting professional .	Amended based on A r t i c l e 107 o f t h e Guidelines on Articles of Association
	~~appropriate professional qualifications~~
	~~related financial management expertise~~ accounting professional .
CHAPTER XI SECRETARY OF THE BOARD OF DIRECTORS OF THE COMPANY	~~CHAPTER XI~~ SECTION V SECRETARY OF THE BOARD OF DIRECTORS OF THE COMPANY	Structural adjustment
Article 164 The Company shall have a secretary of the Board of Directors. The secretary of the Board of Directors shall be a senior management member of the Company.	Article 1~~64~~ ~~7~~3 The Company shall have a secretary of the Board of Directors. The secretary of the Board of Directors shall be a senior management member of the Company, who shall be responsible for preparation of shareholders’ meeting and Board meeting, document storage and shareholder information management, information disclosure matters, etc. The secretary to the Board of Directors shall comply with relevant provisions of laws, administrative regulations, departmental rules and these Articles of Association .	Amended based on A r t i c l e 133 o f t h e Guidelines on Articles of Association
CHAPTER XII GENERAL MANAGER OF THE COMPANY	CHAPTER~~XII~~ VI GENERAL MANAGERAND OTHER SENIOR MANAGEMENT MEMBERS OF THE COMPANY	Structural adjustment
Article 167 The Company shall have one general manager, who shall be appointed or dismissed by the Board of Directors. The Company shall have several deputy general managers, one chief financial officer and one chief engineer. The term of office of the general manager and other senior management members shall be three years, renewable upon reappointment.	Article 1~~67~~ ~~7~~5 The management team of the Company promotes business operations, steps up policy implementation and enhances management. The Company shall have one general manager, who shall be appointed or dismissed by the Board of Directors. The Company shall have several deputy general managers, one chief financial officer and one chief engineer. The term of office of the general manager and other senior management members shall be three years, renewable upon reappointment.	Newly added based on Article 11 in Chapter II of the Administrative M e a s u r e s f o r Preparation of Articles of Association of State- owned Enterprises
	Article 176 Persons assuming offices other than directors and supervisors in the controlling shareholders shall not assume the offices of senior management of the Company.	Newly added based on Article 126 of the Guidelines on Articles of Association

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Article 168 The general manager shall be accountable to the Board of Directors and shall exercise the following functions and powers: (i) To be in charge of the Company’s operation and management, and to organize the implementation of the resolutions of the Board of Directors; (ii) To organize the implementation of the Company’s annual business plans and investment plans; (iii) To draft plans for the establishment of the Company’s internal management organizations; (iv) To draft the Company’s basic management system; (v) To formulate the specific rules and regulations of the Company; (vi) To propose the appointment or dismissal of the Company’s deputy general managers, chief financial officer and chief engineer; (vii) To appoint or dismiss management personnel other than those required to be appointed or dismissed by the Board of Directors; (viii) Other functions and powers granted by these Articles of Association and the Board of Directors.		Article 1~~68~~ ~~7~~7 The general manager shall be accountable to the Board of Directors and shall exercise the following functions and powers: (i) To be in charge of the Company’s operation and management,~~and~~ to organize the implementation of the resolutions of the Board of Directorsand to report to the Board ; (ii) To organize the implementation of the Company’s annual business plans and investment plans; (iii) To draft plans for the establishment of the Company’s internal management organizations; (iv) To draft the Company’s basic management system; (v) To formulate the specific rules and regulations of the Company; (vi) To proposeto the Board of Directors the appointment or dismissal of the Company’s deputy general managers, chief financial officer and chief engineer; (vii) Todetermine appointment or dismissal of management personnel other than those required to be appointed or dismissed by the Board of Directors; (viii) Other functions and powers granted by these Articles of Association and the Board of Directors.	Amended based on A r t i c l e 127 o f t h e Guidelines on Articles of Association
		Article 183 The deputy general managers shall assist the general manager’s work. The powers of the deputy general managers shall be stipulated by the working rules of the general manager.	Newly added based on Article 132 of the Guidelines on Articles of Association

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Before amendments	After amendments	Basis of amendments
CHAPTER XIII SUPERVISORY COMMITTEE	CHAPTER~~XIII~~ ~~V~~II SUPERVISORY COMMITTEE	Structural adjustment
	SECTION I SUPERVISORS	Section newly added with reference to the Guidelines on Articles of Association
Article 175 The Supervisory Committee shall consist of 5 supervisors. Each supervisor shall serve for a term of three years, renewable upon re-election. The Supervisory Committee shall have a chairman. The appointment or removal of the chairman of the Supervisory Committee requires approval by votes of two-thirds or more of the members of the Supervisory Committee. If no reelection is made timely upon expiration of the term of office of a supervisor, or the number of members of the Supervisory Committee is less than the legal quorum due to any supervisor’s resignation during his terms of office, before the reelected supervisor takes office, the original supervisor shall still perform his duties as a supervisor in accordance with the laws, administrative regulations, the regulatory rules of the place where the shares of the Company are listed and these Articles of Association.	Article 1~~75~~ ~~8~~4 ~~The Supervisory Committee shall consist of 5~~ ~~supervisors. Each supervisor shall serve for a term of~~ ~~three years, renewable upon re-election. The Supervisory~~ ~~Committee shall have a chairman. The appointment or~~ ~~removal of the chairman of the Supervisory Committee~~ ~~requires approval by votes of two-thirds or more of~~ ~~the members of the Supervisory Committee.~~ Each supervisor shall serve for a term of three years, renewable upon re-election. If no reelection is made timely upon expiration of the term of office of a supervisor, or the number of members of the Supervisory Committee is less than the legal quorum due to any supervisor’s resignation during his terms of office, before the reelected supervisor takes office, the original supervisor shall still perform his duties as a supervisor in accordance with the laws, administrative regulations, the regulatory rules of the places where the shares of the Company are listed and these Articles of Association.	Amended based on t h e G u i d e l i n e s o n Articles of Association and structure of these Articles of Association
	Article 185 The directors, general manager and other senior management members of the Company shall not act concurrently as supervisors.	Originally numbered as Article 177, moved u p b a s e d o n t h e Guidelines on Articles of Association and s t r u c t u r e o f t h e s e Articles of Association
Article 183 The supervisors shall faithfully perform the supervision duties in accordance with the laws, administrative regulations, regulatory rules of the place where the shares of the Company are listed and these Articles of Association. A supervisor shall ensure that the information disclosed by the Company is true, accurate and complete. The supervisors shall not make use of the related party relationship against the interests of the Company. Whoever violates this provision causing damages to the Company shall be liable for indemnification.	Article 18~~3~~ ~~6~~ The supervisors shall faithfully perform the supervision duties in accordance with the laws, administrative regulations, regulatory rules of the places where the shares of the Company are listed and these Articles of Association. A supervisor shall ensure that the information disclosed by the Company is true, accurate and complete. The supervisors shall not make use of the related party(connected) relationship against the interests of the Company. Whoever violates this provision causing damages to the Company shall be liable for indemnification.	Amended based on actual situation and moved up based on the Guidelines on Articles of Association and the structure of these Articles of Association

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SECTION II SUPERVISORY COMMITTEE	SECTION II SUPERVISORY COMMITTEE	Section newly added with reference to the Guidelines on Articles of Association
	Article 187 The Company shall have the Supervisory Committee.	Originally numbered as Article 174, moved down based on the Guidelines on Articles of Association and the structure of these Articles of Association
Article 175 The Supervisory Committee shall consist of 5 supervisors. Each supervisor shall serve for a term of three years, renewable upon re-election. The Supervisory Committee shall have a chairman. The appointment or removal of the chairman of the Supervisory Committee requires approval by votes of two-thirds or more of the members of the Supervisory Committee. If no reelection is made timely upon expiration of the term of office of a supervisor, or the number of members of the Supervisory Committee is less than the legal quorum due to any supervisor’s resignation during his terms of office, before the reelected supervisor takes office, the original supervisor shall still perform his duties as a supervisor in accordance with the laws, administrative regulations, the regulatory rules of the place where the shares of the Company are listed and these Articles of Association.	Article 1~~75~~ ~~8~~8 The Supervisory Committee shall consist of 5 supervisors.~~Each supervisor shall serve for a term of~~ ~~three years, renewable upon re-election.~~ ~~T~~he Supervisory Committee shall have a chairman. The appointment or removal of the chairman of the Supervisory Committee requires approval by votes of two-thirds or more of the members of the Supervisory Committee. ~~If no reelection is made timely upon expiration of~~ ~~the term of office of a supervisor, or the number of~~ ~~members of the Supervisory Committee is less than the~~ ~~legal quorum due to any supervisor’s resignation during~~ ~~his terms of office, before the reelected supervisor~~ ~~takes office, the original supervisor shall still perform~~ ~~his duties as a supervisor in accordance with the laws,~~ ~~administrative regulations, the regulatory rules of the~~ ~~place where the shares of the Company are listed and~~ ~~these Articles of Association.~~	Amended based on the Guidelines on Articles of Association and the structure of these Articles of Association
Article 178 Meetings of the Supervisory Committee shall be held at least twice every year and once every six months, and convened and presided over by the chairman of the Supervisory Committee. Supervisors may propose to hold an interim meeting of the Supervisory Committee. If the chairman of the Supervisory Committee is unable or fails to perform the duties, a majority of supervisors shall jointly elect a supervisor to convene and preside over the meetings of the Supervisory Committee. A notice of the meetings of the Supervisory Committee shall include: (i) The date, place and duration of the meetings; (ii) Particulars of a matter and the matters to be discussed; (iii) The date when the notice is given.	Article 1~~78~~ ~~9~~0 Meetings of the Supervisory Committee shall be held at least twice every year and once every six months, and convenedand presided over by the chairman of the Supervisory Committee. Supervisors may propose to hold an interim meeting of the Supervisory Committee. If the chairman of the Supervisory Committee is unable or fails to perform the duties, a majority of supervisors shall jointly elect a supervisor to convene and preside over the meetings of the Supervisory Committee. A notice of the meetings of the Supervisory Committee shall include: (i) The date, place and duration of the meetings; (ii) Particulars of a matter and the matters to be discussed; (iii) The date when the notice is given.	Amended based on A r t i c l e 144 o f t h e Guidelines on Articles of Association

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Article 179 The Supervisory Committee shall be accountable to the shareholders’ general meetings, and shall exercise the following powers in accordance with the law: (i) To review the Company’s financial affairs, examine and submit written opinions on the periodical Company’s reports prepared by the Board of Directors; (ii) To supervise the directors and senior management members’ activities in performing duties of the Company, propose for removal of any director or senior management member in violation of any laws, administrative regulations, the regulatory rules of the place where the shares of the Company are listed, these Articles of Association or the resolutions of the shareholders’ general meetings; (iii) To demand any director and senior management member who acts in a manner which is harmful to the Company’s interests to rectify such behavior; (iv) To check the financial information, such as the financial reports, reports of operations and profit distribution plans to be submitted by the Board of Directors to the shareholders’ general meetings, and to authorize in the Company’s name, public certified accountants and licensed auditors to assist in the re- examination of such information, should any doubt arise in respect thereof; (v) To propose to convene an extraordinary general meeting, and to convene and preside over the shareholders’ general meetings where the Board of Directors fails to perform its duty to do so; (vi) To submit proposals to the shareholders’ general meeting; (vii) To represent the Company in negotiations with any director and senior management members, or to initiate legal proceedings against any director and senior management members;	Article 1~~7~~ ~~9~~1 The Supervisory Committee shall be accountable to the shareholders’ general meetings, and shall exercise the following powers in accordance with the law: (i) To review the Company’s financial affairs, examine and submit written opinions on the periodical Company’s reports prepared by the Board of Directors; (ii) To supervise the directors and senior management members’ activities in performing duties of the Company, propose for removal of any director or senior management member in violation of any laws, administrative regulations, the regulatory rules of the places where the shares of the Company are listed, these Articles of Association or the resolutions of the shareholders’ general meetings; (iii) To demand any director and senior management member who acts in a manner which is harmful to the Company’s interests to rectify such behavior; (iv) To check the financial information, such as the financial reports, reports of operations and profit distribution plans to be submitted by the Board of Directors to the shareholders’ general meetings, and to authorize in the Company’s name, public certified accountants and licensed auditors to assist in the re- examination of such information, should any doubt arise in respect thereof; (v) To propose to convene an extraordinary general meeting, and to convene and preside over the shareholders’ general meetings where the Board of Directors fails to perform its duty to do so; (vi) To submit proposals to the shareholders’ general meeting; (vii) To represent the Company in negotiations with any director and senior management members, or to initiate legal proceedings against any director and senior management members;	Newly added based on Article 141 of the Guidelines on Articles of Association

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Before amendments	After amendments	Basis of amendments
(viii) To conduct investigations whenever unusual conditions of operation of the Company arise and if necessary, to engage professional institutions such as accounting firms and law firms to assist in the investigations; and (ix) Such other powers as provided by these Articles of Association. Supervisors could attend meetings of the Board of Directors as non-voting delegates.	(viii) To conduct investigations whenever unusual conditions of operation of the Company arise and if necessary, to engage professional institutions such as accounting firms and law firms to assist in the investigations; and (ix) Such other powers as provided by these Articles of Association. Supervisors could attend meetings of the Board of Directors as non-voting delegates, and deliver enquiries or suggestions regarding resolutions passed at the Board meetings .
Article 180 Supervisors may propose to convene an interim meeting of the Supervisory Committee. For each meeting of the Supervisory Committee, the staff member shall serve a meeting notice affixed with the seal of the Supervisory Committee to the supervisors in person, by mail, fax, e-mail or telephone fourteen days before convening the meeting. The indirect delivery shall also be confirmed by telephone and recorded, and the notice shall include the date and place of the meeting, the duration of the meeting, matters to be discussed at the meeting and the date of the notice. ⋯⋯	Article 1~~80~~ ~~9~~2 ~~Supervisors may propose to convene an interim meeting~~ ~~of the Supervisory Committee.~~ For eachregular meeting of the Supervisory Committee, the staff member shall serve a meeting notice affixed with the seal of the Supervisory Committee to the supervisors in person, by mail, fax, e-mail or telephone fourteen days before convening the meeting. The indirect delivery shall also be confirmed by telephone and recorded~~, and the notice~~ ~~shall include the date and place of the meeting, the~~ ~~duration of the meeting, matters to be discussed at the~~ ~~meeting and the date of the notice~~ .An interim meeting of the Supervisory Committee is not subject to the notice time, but a reasonable notice shall be served on all directors, supervisors and general manager. The convener shall give explanations at the meeting and record the same in the meeting minutes. ⋯⋯	Amended based on actual situation
Article 181 Minutes shall be prepared for the meetings of the Supervisory Committee, and supervisors are entitled to request to make descriptive statements for his speech at the meeting minutes. Supervisors and recorder present at the meetings shall sign thereon. The meeting minutes of Supervisory Committee shall be kept by the secretary of the Board of Directors as corporate archives. The meeting minutes shall be kept for ten years.	Article 1~~81~~ ~~9~~3 Minutes shall be prepared forthe matters put to the meetings of the Supervisory Committee, and supervisors are entitled to request to make descriptive statements for his speech at the meeting minutes. Supervisors and recorder present at the meetings shall sign thereon. The meeting minutes of Supervisory Committee shall be kept ~~by the secretary of the Board of Directors~~ as corporate archives~~. The meeting minutes shall be kept~~ for ten years.	Amended based on actual situation

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CHAPTER XIV QUALIFICATIONS AND DUTIES OF DIRECTORS, SUPERVISORS, GENERAL MANAGER AND OTHER SENIOR MANAGEMENT MEMBERS OF THE COMPANY	CHAPTER~~XIV~~ ~~V~~III QUALIFICATIONS AND DUTIES OF DIRECTORS, SUPERVISORS, GENERAL MANAGER AND OTHER SENIOR MANAGEMENT MEMBERS OF THE COMPANY	Structural adjustment
Article 185 No one shall be a director, supervisor, general manager or other senior management members of the Company if falling under any of the following circumstances: (i) Being without civil capacity or having limited civil capacity; (ii) Having been penalized or sentenced due to an offence of corruption, bribery, encroachment on property, misappropriation of property or disruption of the social market economic order, or having been deprived of political rights due to the committing of any crime, and in each case, five years not having been elapsed since the completion of such sentence; (iii) Having been a director, factory director or general manager of a company or enterprise which had been bankrupt and liquidated due to improper operation and management whereby such person was personally liable for the bankruptcy of such company or enterprise, and three years not having been elapsed since the date of completion of the liquidation of the company or enterprise; (iv) Having been the legal representative of a company or enterprise whose business license was revoked or ordered closure due to violation of laws whereby such person was personally liable, and three years not having been elapsed since the date of revocation of the business license of the company or enterprise; (v) Being a debtor personally liable for a relatively large debt which has not been paid as it fell due; (vi) Having been subject to an investigation by judicial authorities for criminal offences, and such investigation is pending;	Article 1~~85~~ ~~9~~6 No one shall be a director, supervisor, general manager or other senior management members of the Company if falling under any of the following circumstances: (i) Being without civil capacity or having limited civil capacity; (ii) Having been penalized or sentenced due to an offence of corruption, bribery, encroachment on property, misappropriation of property or disruption of the social market economic order, or having been deprived of political rights due to the committing of any crime, and in each case, five years not having been elapsed since the completion of such sentence; (iii) Having been a director, factory director or general manager of a company or enterprise which had been bankrupt and liquidated due to improper operation and management whereby such person was personally liable for the bankruptcy of such company or enterprise, and three years not having been elapsed since the date of completion of the liquidation of the company or enterprise; (iv) Having been the legal representative of a company or enterprise whose business license was revoked or ordered closure due to violation of laws whereby such person was personally liable, and three years not having been elapsed since the date of revocation of the business license of the company or enterprise; (v) Being a debtor personally liable for a relatively large debt which has not been paid as it fell due; (vi) Having been subject to an investigation by judicial authorities for criminal offences, and such investigation is pending;	Amended based on A r t i c l e 9 5 o f t h e Guidelines on Articles of Association

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(vii) Being banned from being leaders of enterprises by laws and regulations; (viii) Being a non-natural person; (ix) Having been adjudged by the relevant competent authorities of violations of relevant securities laws which involves fraud or dishonesty, and five years not having been elapsed since the date of the judgment; (x) The circumstances specified by relevant laws and regulations of the place where the shares of the Company are listed.		(vii) Being banned from being leaders of enterprises by laws and regulations; (viii) Being a non-natural person; (ix) Having been adjudged by the relevant competent authorities of violations of relevant securities laws which involves fraud or dishonesty, and five years not having been elapsed since the date of the judgment; (x)Being prohibited from participating in securities market by CSRC and such barring period has not elapsed; (xi) The circumstances specified by relevant laws and regulations of the places where the shares of the Company are listed. Should the election or appointment of directors, supervisors, the general manager and other senior management contravene the stipulations set out in this Article, such election or appointment shall be invalid. Where directors, supervisors, the general manager and other senior management members fall into the circumstances set out in this Article during their performance of duties, the Company shall remove them from office.

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Article 187 In addition to the obligations imposed by laws, administrative regulations or the regulatory rules of the place where the shares of the Company are listed, each of the Company’s directors, supervisors, general manager and other senior management members shall have the following obligations to each shareholder, during the exercise of their powers conferred by the Company: (i) Not to cause the Company to exceed the scope of business stipulated in its business license; (ii) To act honestly in the best interests of the Company; (iii) Not to expropriate the Company’s property in any way, including (without limitation) usurpation of opportunities which benefit the Company; (iv) Not to expropriate the individual rights of shareholders, including (without limitation) distribution rights and voting rights, save and except pursuant to a restructuring of the Company which has been submitted to the shareholders’ general meetings for approval in accordance with these Articles of Association.		Article 1~~87~~ ~~9~~8 In addition to the obligations imposed by laws, administrative regulations or the regulatory rules of the places where the shares of the Company are listed, each of the Company’s directors, supervisors, general manager and other senior management members shall have the following obligations to each shareholder, during the exercise of their powers conferred by the Company: (i) Not to cause the Company to exceed the scope of business stipulated in its business license; (ii) To act honestly in the best interests of the Company; (iii) Not to expropriate the Company’s property in any way, including (without limitation) usurpation of opportunities which benefit the Company; (iv) Not to expropriate the individual rights of shareholders, including (without limitation) distribution rights and voting rights, save and except pursuant to a restructuring of the Company which has been submitted to the shareholders’ general meetings for approval in accordance with these Articles of Association. The fiduciary obligations in Article 136 and the due diligence obligations in paragraphs (iv), (v) and (vi) of Article 137 hereof concerning directors shall also apply to senior management members.	Newly added based on Article 125 of the Guidelines on Articles of Association

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Article 191 Directors, supervisors, general manager and other senior management members of the Company shall not direct the following persons or organizations (relevant persons) to engage in activities prohibited for directors, supervisors, general manager and other senior management members of the Company: (i) Spouses or underage children of directors, supervisors, general manager and other senior management members of the Company; (ii) Trustees of directors, supervisors, general manager and other senior management members of the Company or of such persons as described in item (i) of this Article; (iii) Partners of directors, supervisors, general manager and other senior management members of the Company or of such persons as described in items (i) or (ii) of this Article; (iv) Companies de facto separately controlled by directors, supervisors, general manager and any other senior management members of the Company, or companies de facto jointly controlled with such persons as described in items (i), (ii) or (iii) of this Article or other directors, supervisors, general manager and other senior management members of the Company; (v) Directors, supervisors, general manager and other senior management members of the controlled company referred to in item (iv) of this Article; and	Article~~191~~ ~~2~~02 Directors, supervisors, general manager and other senior management members of the Company shall not direct the following persons or organizations (relevant persons) to engage in activities prohibited for directors, supervisors, general manager and other senior management members of the Company: (i) Spouses or underage children of directors, supervisors, general manager and other senior management members of the Company; (ii) Trustees of directors, supervisors, general manager and other senior management members of the Company or of such persons as described in item (i) of this Article; (iii) Partners of directors, supervisors, general manager and other senior management members of the Company or of such persons as described in items (i) or (ii) of this Article; (iv) Companies de facto separately controlled by directors, supervisors, general manager and any other senior management members of the Company, or companies de facto jointly controlled with such persons as described in items (i), (ii) or (iii) of this Article or other directors, supervisors, general manager and other senior management members of the Company; (v) Directors, supervisors, general manager and other senior management members of the controlled company referred to in item (iv) of this Article; and	A d j u s t m e n t s t o wordings

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(vi) Any person who is deemed to be an associate of the directors, supervisors, general manager and other senior management members in accordance with the HK Listing Rules.	(vi) Any person who is deemed to be an associate of the directors, supervisors, general manager and other senior management members in accordance with the HK Listing Rules.
Article 194 The shareholders’ general meetings with full knowledge of the relevant circumstances may relieve the liability of a director, supervisor, general manager and any other senior management members of the Company as a result of his violation of any specific duty, except for the circumstances as set out in Article 61 of these Articles of Association.	Article~~194~~ ~~2~~05 The shareholders’ general meetings with full knowledge of the relevant circumstances may relieve the liability of a director, supervisor, general manager and any other senior management members of the Company as a result of his violation of any specific duty, except for the circumstances as set out in Article 6~~1~~ ~~3~~ of these Articles of Association.	A m e n d m e n t s t o wordings

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Before amendments

Article 195

A director, supervisor, general manager and any other senior management members of the Company who directly or indirectly has material interests in any existing or proposed contracts, transactions, or arrangements with the Company (except for the employment contracts between the directors, supervisors, general manager and other senior management members and the Company), shall, as soon as possible, disclose to the Board of Directors the nature and extent of his interests, regardless of whether or not the relevant matters require the approval of the Board of Directors under normal circumstances.

After amendments Basis of amendments Article ~~1952~~ 06 Amended based on A director, supervisor, general manager and any the HK Listing Rules other senior management members of the Company and amendments to who directly or indirectly has material interests in wordings any existing or proposed contracts, transactions, or arrangements with the Company (except for the employment contracts between the directors, supervisors, general manager and other senior management members and the Company), shall, as soon as possible, disclose to the Board of Directors the nature and extent of his interests, regardless of whether or not the relevant matters require the approval of the Board of Directors under normal circumstances.

Any director who has a connected party relationship (as defined by the HK Listing Rules as revised from time to time) with the enterprise involved by the matters subject to resolutions at the meetings of the Board of Directors shall not exercise the voting right on such resolutions, nor exercise the voting right on behalf of another director and shall withdraw from voting. Such meetings of the Board of Directors may be held only if a majority of the directors without related party relationship are present at the meetings, and the resolutions of the meetings of the Board of Directors shall be approved by a majority of the directors without related party relationship. If the number of the directors without related party relationship present at the meetings is less than three, such matters shall be submitted to the shareholders’ general meetings of the Company for consideration. The Board of Directors shall explain the deliberation of the Board of Directors on the proposal when the proposal is submitted to the shareholders’ general meetings, and shall record the opinions of the directors without related party relationship.

Subject to the exceptions under Note 1 to Appendix 3 of the HK Listing Rules or as approved by the SEHK, no director shall vote for any resolutions of the Board of Directors regarding any contracts, transactions or arrangements in which he or any of his close associates (as defined in the applicable listing rules effective from time to time) has material interests or any other relevant suggestions, and shall not be counted towards the legal quorum of the meeting.

Any director who has a related party (connected) relationship ~~(as defined by the HK Listing Rules as revised from time to time)~~ with the enterprise involved by the matters subject to resolutions at the meetings of the Board of Directors shall not exercise the voting right on such resolutions, nor exercise the voting right on behalf of another director and shall withdraw from voting. Such meetings of the Board of Directors may be held only if a majority of the directors without related party (connected) relationship are present at the meetings, and the resolutions of the meetings of the Board of Directors shall be approved by a majority of the directors without related party (connected) relationship. If the number of the directors without related party (connected) relationship present at the meetings is less than three, such matters shall be submitted to the shareholders’ general meetings of the Company for consideration. The Board of Directors shall explain the deliberation of the Board of Directors on the proposal when the proposal is submitted to the shareholders’ general meetings, and shall record the opinions of the directors without related party (connected) relationship.

Subject to the exceptions under ~~Note 1 to Appendix 3 of~~ the HK Listing Rules or as otherwise approved by the SEHK, no director shall vote for any resolutions of the Board of Directors regarding any contracts, transactions or arrangements in which he or any of his close associates (as defined in the applicable listing rules effective from time to time) has material interests or any other relevant suggestions, and shall not be counted towards the legal quorum of the meeting.

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Article 200 The loan guarantee which has been provided by the Company in breach of the preceding item (i) of Article 199 shall not be enforceable against the Company, save in respect of the following circumstances: (i) The loan was provided to a relevant person of any of the directors, supervisors, general manager and other senior management members of the Company or the Company’s parent companies and the lender of such funds did not know of the relevant circumstances at the time of the loan; (ii) The collateral which has been provided by the Company has already been lawfully sold by the lender to a bona fide purchaser.	Article 2~~00~~ ~~1~~1 The loan guarantee which has been provided by the Company in breach of the preceding item (i) of Article ~~19~~ ~~2~~0 9shall not be enforceable against the Company, save in respect of the following circumstances: (i) The loan was provided to a relevant person of any of the directors, supervisors, general manager and other senior management members of the Company or the Company’s parent companies and the lender of such funds did not know of the relevant circumstances at the time of the loan; (ii) The collateral which has been provided by the Company has already been lawfully sold by the lender to a bona fide purchaser.	A m e n d m e n t s t o wordings

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Article 202 When a director, supervisor, general manager and other senior management members of the Company breaches the duties which he owes to the Company, in addition to any rights and remedies provided by laws, administrative regulations and the regulatory rules of the place where the shares of the Company are listed, the Company shall be entitled: (i) To demand relevant directors, supervisors, general manager and other senior management members to indemnify the losses sustained by the Company as a result of such breach of duty; (ii) To rescind any contract or transaction entered into between the Company and relevant directors, supervisors, general manager and other senior management members and between the Company and a third party (where such party knew or should have known that such director, supervisor, general manager and other senior management members representing the Company has been in breach of his duty owed to the Company); (iii) To demand relevant directors, supervisors, general manager and other senior management members to return the benefits as result of the breach of his duty; (iv) To recover any money which otherwise should have been received by the Company but were received by relevant directors, supervisors, general manager and other senior management members instead, including (without limitation) any commissions; (v) To demand repayment of any interests earned or which may have been earned by relevant directors, supervisors, general manager and other senior management members on monies which should have been received by the Company.	Article 2~~02~~ ~~1~~3 When a director, supervisor, general manager and other senior management members of the Company breaches the duties which he owes to the Company, in addition to any rights and remedies provided by laws, administrative regulations and the regulatory rules of the places where the shares of the Company are listed, the Company shall be entitled: (i) To demand relevant directors, supervisors, general manager and other senior management members to indemnify the losses sustained by the Company as a result of such breach of duty; (ii) To rescind any contract or transaction entered into between the Company and relevant directors, supervisors, general manager and other senior management members and between the Company and a third party (where such party knew or should have known that such director, supervisor, general manager and other senior management members representing the Company has been in breach of his duty owed to the Company); (iii) To demand relevant directors, supervisors, general manager and other senior management members to return the benefits as result of the breach of his duty; (iv) To recover any money which otherwise should have been received by the Company but were received by relevant directors, supervisors, general manager and other senior management members instead, including (without limitation) any commissions; (v) To demand repayment of any interests earned or which may have been earned by relevant directors, supervisors, general manager and other senior management members on monies which should have been received by the Company.	A m e n d m e n t s t o wordings

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Article 203 The Company shall enter into a written contract with each director and supervisor, and shall be approved in advance by the general meetings or meetings of Board of Directors. The written contracts shall at least include the following provisions: (i) The directors, supervisors and senior management members shall undertake to the Company, to comply with the Company Law , the Special Regulations , these Articles of Association and the Codes on Takeovers and Mergers and the Codes on Share Repurchases and other regulations of the SEHK, and agree that the Company will be entitled to the remedies as provided in these Articles of Association, and that neither the contract nor his office is capable of assignment; (ii) The directors, supervisors or senior management members shall undertake to the Company representing each shareholder, to comply with and perform the duties that he shall perform to the shareholders as required by these Articles of Association; (iii) The arbitration provisions as specified in Article 255 hereof. The aforesaid remuneration may include: (i) Remuneration in respect of his service as a director, supervisor or senior management member of the Company; (ii) Remuneration in respect of his service as a director, supervisor or senior management member of any subsidiary of the Company;		Article 2~~03~~ ~~1~~4 The Company shall enter into a written contract with each director and supervisor, and shall be approved in advance by the general meetings or meetings of Board of Directors. The written contracts shall at least include the following provisions: (i) The directors, supervisors and senior management members shall undertake to the Company, to comply with the Company Law , the Special Regulations , these Articles of Association and the Codes on Takeovers and Mergers and the Codes on Share Repurchases and other regulations of the SEHK, and agree that the Company will be entitled to the remedies as provided in these Articles of Association, and that neither the contract nor his office is capable of assignment; (ii) The directors, supervisors or senior management members shall undertake to the Company representing each shareholder, to comply with and perform the duties that he shall perform to the shareholders as required by these Articles of Association; (iii) The arbitration provisions as specified in Article 2~~55~~ ~~7~~4 hereofand other matters as required by the securities regulatory authorities and stock exchange(s) of the places where shares of the Company are listed . The aforesaid remuneration may include: (i) Remuneration in respect of his service as a director, supervisor or senior management member of the Company; (ii) Remuneration in respect of his service as a director, supervisor or senior management member of any subsidiary of the Company;	Amended based on R u l e s 1 9 A . 5 4 a n d 1 9 A . 5 5 o f t h e H K Listing Rules

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(iii) Remuneration in respect of the provision of other services in connection with the management of the Company and any of its subsidiaries; and (iv) Payment by way of compensation for loss of office or in connection with the retirement of such director or supervisor from office. No proceedings may be brought by a director or supervisor against the Company for anything due to him in respect of the matters mentioned in this Article except pursuant to any contract described above. The Company shall also disclose periodically to the shareholders about the remuneration of directors, supervisors and other senior management members received from the Company.	(iii) Remuneration in respect of the provision of other services in connection with the management of the Company and any of its subsidiaries; and (iv) Payment by way of compensation for loss of office or in connection with the retirement of such director or supervisor from office. No proceedings may be brought by a director or supervisor against the Company for anything due to him in respect of the matters mentioned in this Article except pursuant to any contract described above. The Company shall also disclose periodically to the shareholders about the remuneration of directors, supervisors and other senior management members received from the Company.
Article 204 Any contracts for remuneration between the Company and its directors or supervisors shall provide that in the event that the Company is to be acquired by others, the Company’s directors and supervisors shall, subject to the prior approval of the shareholders’ general meetings, have the right to receive compensation or other payment in respect of his loss of office or retirement. For the purposes of the preceding paragraph, the acquisition of the Company includes any of the following: (i) An acquisition offer made by any person to all the shareholders; or (ii) An acquisition offer made by any person with a view to enable the offeror to become a “controlling shareholder”, which has the same meaning as prescribed in Article 62 of these Articles of Association. If the relevant director or supervisor does not comply with this Article, any sum so received by him shall belong to those persons who have sold their shares as a result of acceptance of such offer. The expenses incurred for distributing such sum on a pro rata basis amongst such persons shall be borne by such director or supervisor and shall not be paid out of such sum.	Article 2~~04~~ ~~1~~5 Any contracts for remuneration between the Company and its directors or supervisors shall provide that in the event that the Company is to be acquired by others, the Company’s directors and supervisors shall, subject to the prior approval of the shareholders’ general meetings, have the right to receive compensation or other payment in respect of his loss of office or retirement. For the purposes of the preceding paragraph, the acquisition of the Company includes any of the following: (i) An acquisition offer made by any person to all the shareholders; or (ii) An acquisition offer made by any person with a view to enable the offeror to become a “controlling shareholder”, which has the same meaning as prescribed in Article 6~~2~~ ~~4~~ of these Articles of Association. If the relevant director or supervisor does not comply with this Article, any sum so received by him shall belong to those persons who have sold their shares as a result of acceptance of such offer. The expenses incurred for distributing such sum on a pro rata basis amongst such persons shall be borne by such director or supervisor and shall not be paid out of such sum.	A m e n d m e n t s t o wordings

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CHAPTER XV PARTY ORGANIZATION AND PARTY BUILDING	CHAPTER~~XV~~ ~~I~~X PARTY ORGANIZATION AND PARTY BUILDING	Structural adjustment
CHAPTER XVI FINANCIAL AND ACCOUNTING SYSTEMS AND PROFITS DISTRIBUTION	CHAPTER X~~VI~~ FINANCIAL AND ACCOUNTING SYSTEMS AND PROFITS DISTRIBUTION	Structural adjustment
	SECTION I FINANCIAL AND ACCOUNTING SYSTEMS	Structural adjustment
Article 212 The Board of Directors of the Company shall present to the shareholders, at every shareholders’ annual meeting, such financial reports as are required to be prepared by the Company in accordance with the relevant laws, administrative regulations, regulatory documents promulgated by local governments and competent governmental authorities and the regulatory rules of the place where the shares of the Company are listed.	Article 2~~12~~ ~~2~~3 The Company shall submit its annual reports to the CSRC and the stock exchange(s) at the place s where the Company’s shares are listed (if applicable) and disclose the same within four months from the end of each financial year, and submit the interim reports to the local office of the CSRC and the stock exchange(s) at the place s where the Company’s shares are listed (if applicable) and disclose the same within two months from the end of the first half of each financial year. The aforesaid annual reports and interim reports shall be prepared in accordance with the relevant laws, administrative regulations and requirements of the securities regulatory authorities and the stock exchange(s) at the place s where the Company’s shares are listed. The Board of Directors of the Company shall present to the shareholders, at every shareholders’ annual meeting, such financial reports as are required to be prepared by the Company in accordance with the relevant laws, administrative regulations, regulatory documents promulgated by local governments and competent governmental authorities and the regulatory rules of the places where the shares of the Company are listed.	Newly added based on Article 151 of the Guidelines on Articles of Association
Article 213 The Company’s financial reports shall be maintained at the Company for shareholders’ inspection twenty days before the date of the annual shareholders’ general meetings. Each shareholder shall be entitled to obtain a copy of the financial reports referred to in this Chapter.	Article 2~~13~~ ~~2~~4 The Company’s financial reports shall be maintained at the Company for shareholders’ inspection twenty days before the date of the~~annual~~ shareholders’ general meetings. Each shareholder shall be entitled to obtain a copy of the financial reports referred to in this Chapter.	A m e n d m e n t s t o wordings

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Article 214 The Company shall, at least 21 days before the date of the shareholders’ annual meetings, using the method approved by the regulatory rules of the place where the shares of the Company are listed to deliver to each shareholder of overseas listed foreign shares such aforesaid reports, together with reports of the Board of Directors and the balance sheet (including each document required to be attached to the balance sheet as provided by laws), the income statement or the statement of revenues and expenditures. If delivered by postage-paid mails, the address of the recipient is based on the address registered on the register of shareholders. Without prejudice to the laws, regulations and listing rules of the place where the shares of the Company are listed, the Company may also issue or provide the same to shareholders through the stock exchange and the Company’s website or electronically, without having to issue or provide it in the manner described above.	Article 2~~14~~ ~~2~~5 The Company shall, at least 21 days before the date of the shareholders’~~annual~~ meetings, using the method approved by the regulatory rules of the places where the shares of the Company are listed to deliver to each shareholder of overseas listed foreign shares such aforesaid reports, together with reports of the Board of Directors and the balance sheet (including each document required to be attached to the balance sheet as provided by laws), the income statement or the statement of revenues and expenditures. If delivered by postage-paid mails, the address of the recipient is based on the address registered on the register of shareholders. Without prejudice to the laws, regulations and listing rules of the places where the shares of the Company are listed, the Company may also issue or provide the same to shareholders through the stock exchanges and the Company’s website or electronically, without having to issue or provide it in the manner described above.	A m e n d m e n t s t o wordings
Article 217 The Company shall publish the financial reports twice every accounting year, that is, the interim financial report within 60 days after the end of the first six months of an accounting year, and the annual financial report within 120 days after the end of the accounting year. The above financial accounting reports are prepared in accordance with the relevant laws, administrative regulations, departmental rules and regulations of the place where the Company’s shares are listed.	Article 2~~17~~ ~~2~~8 The Company shall publish the financial reports twice every accounting year, that is, the interim financial report within 60 days after the end of the first six months of an accounting year, and the annual financial report within 120 days after the end of the accounting year. ~~The above financial accounting reports are prepared~~ ~~in accordance with the relevant laws, administrative~~ ~~regulations, departmental rules and regulations of the~~ ~~place where the Company’s shares are listed.~~	A m e n d m e n t s t o w o r d i n g s , d u e t o d u p l i c a t i o n w i t h paragraph (ii) of Article 123 herein
Article 218 The Company shall not establish accounting book other than those required by law. No assets of the Company shall be deposited in any account opened in the name of any individual.	Article 2~~18~~ ~~2~~9 The Company shall not establish accounting book other than those required by law. No assets of the Company shall be deposited in any account opened in the name of any individual.	A m e n d m e n t s t o wordings

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Article 222 The Company may distribute dividends by the following ways. (i) Cash; (ii) Shares.		Article 2~~22~~ ~~3~~3 The Company’s profit distribution policy is detailed as follows: (i) The Company shall implement consistent and stable profit distribution policy which shall attach importance to reasonable investment return to investors with a view to the Company’s sustainable development. The Company shall give preference to cash dividend distribution on the premise of ensuring sustaining profitability and compliance with regulatory requirements as well as the normal operation and long-term development of the Company. (ii) Specific profit distribution policy is set out below: 1. Form and interval of profit distribution: profit shall be distributed to the shareholders in proportion to their shareholding by way of cash or shares or a combination of them, among others. If the conditions of cash dividends are met, priority shall be given to cash dividend. The Company shall, in principle, distribute profit once a year, and may distribute interim dividend where it is feasible. 2. Conditions and proportion of cash dividend: under the premise that the capital adequacy is guaranteed, the Company may distribute cash dividends if it has distributable profits after making up the losses, setting aside the statutory reserve fund and general provisions according to law. The Company’s profit distribution in cash each year shall be not less than 20% of distributable profit for the year. The specific cash payout ratio each year shall be determined by the Company with reference to relevant laws and regulations, regulatory documents, these Articles of Association and the operating results of the Company subject to consideration at the general meeting.	A m e n d e d b a s e d on Article 153 and A r t i c l e 156 o f t h e Guidelines on Articles of Association and with reference to relevant requirements of other listed companies

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Before amendments		After amendments	Basis of amendments
		3. Conditions of scrip dividend: subject to the requirements on cash dividend above, the Company may recommend a scrip dividend scheme where the Company maintains a rapid increase in revenue and the Board is of the opinion that the Company’s stocks are mispriced against its share capital size. 4. The Board shall take into full account of various factors such as features of the industries where the Company operates, the stage of development of the Company, its own business model, level of profitability, and whether there is significant capital expenditure arrangement, to distinguish the following situations and put forward a differentiated cash dividend policy in accordance with relevant laws and regulations and the procedures as required by these Articles of Association: (1) If the Company is at the mature stage of development and has no significant capital expenditure arrangement, the proportion of cash dividends in the profit distribution shall be at least 80% when making profit distribution; (2) If the Company is at the mature stage of development and has significant capital expenditure arrangement, the proportion of cash dividends in the profit distribution shall be at least 40% when making profit distribution; (3) If the Company is at the growing stage of development and has significant capital expenditure arrangement, the proportion of cash dividends in the profit distribution shall be at least 20% when making profit distribution. If it is difficult to distinguish the stage of development of the Company and the Company has significant capital expenditure arrangement, the profit distribution may be dealt with pursuant to the preceding provisions.

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		(iii) Decision-making mechanism and procedures of profit distribution: 1. The profit distribution plan of the Company shall be prepared by the Board of Directors taking into account the Company’s actual performance, future profitability, business development plan, cash flow, shareholder return, social capital cost and external financing environment. When drawing up the profit distribution plan, the Board of Directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the cash dividends, the conditions for adjustment and the requirements for decision-making procedures, etc., and it shall be approved by more than half of all directors; 2. Before convening the meeting of Board of Directors for profit distribution, the independent directors shall put forward clear opinions on the profit distribution plan. If they agree with the profit distribution plan, it shall be approved by a majority of all independent directors; if they disagree with the profit distribution plan, the independent directors shall present the facts and reasons for their disagreement and request the Board of Directors to reformulate the profit distribution plan, and if necessary, they may request the convening of a general meeting of shareholders. Independent directors may solicit the opinions of small and medium-sized shareholders to put forward dividend proposals and submit them directly to the Board of Directors for consideration; 3. The Supervisory Committee shall give clear opinions on the profit distribution plan, and if it agrees with the profit distribution plan, it shall be approved by over two-thirds of all supervisors and resolved to finalize the profit distribution plan; if it does not agree with the profit distribution plan, the Supervisory Committee shall present the facts and reasons for disagreement and recommend the Board of Directors to reformulate the profit distribution plan and, if necessary, request the convening of a general meeting of shareholders;

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		4. If the profit distribution plan is agreed under the foresaid procedures, the Board of Directors shall propose to convene a general meeting of shareholders and report to the general meeting of shareholders for approval; the profit distribution plan shall be approved by at least 1/2 of the votes held by shareholders (including their proxies) attending the general meeting; 5. If the Company makes profit in the year but does not draw up a cash dividend plan, it shall disclose the reasons in accordance with the relevant regulations, and the independent directors shall express their independent opinions on the profit distribution plan, which shall be considered and approved by the Board of Directors and submitted to the general meeting of shareholders for consideration and approval, and the Board of Directors shall make an explanation on it to the general meeting of shareholders; 6. The profit distribution policy of the Company shall not be changed at will. If the existing profit distribution policy conflicts with the Company’s operation, investment planning and long-term development needs so that there is a need to adjust it, the Board of Directors shall propose a revised profit distribution policy to the general meeting of shareholders. The Board of Directors shall fully discuss with the independent directors and fully consider the opinions of the small and medium-sized shareholders in the process of amending the profit distribution policy. At the meeting of the Board of Directors to consider the modification of the profit distribution policy, it shall be approved by a majority of all directors and by more than 1/2 of the independent directors, and the independent directors shall express their independent opinions on the formulation or modification of the profit distribution policy. The general meeting of shareholders shall consider the adjustment plan of the profit distribution policy, subject to the approval by at least 2/3 of the votes held by the shareholders attending the general meeting of shareholders, and disclose the reasons for the adjustment in the periodic report. ~~The Company may distribute dividends by the following~~ ~~ways.~~ ~~(i) Cash;~~ ~~(ii) Shares.~~

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Article 224 The Company shall appoint receiving agents for the shareholders of the overseas listed foreign shares. Such receiving agents shall on behalf of such shareholders receive dividends distributed by the Company in respect of the overseas listed foreign shares and all other amounts payable, hold in custody such amounts on behalf of such shareholders of overseas listed foreign shares, to be paid to such holders. The receiving agents appointed by the Company shall meet the relevant requirements of the laws of the place or the relevant requirements of the stock exchange of the place where the shares of the Company are listed. The receiving agents appointed by the Company for the shareholders of overseas listed foreign shares shall each be a company registered as a trust company under the Trustee Ordinance of Hong Kong. In respect of dividends received by shareholders, the Company has the right to confiscate unclaimed dividends subject to the provisions of the relevant stock exchanges, and such powers may not be exercised until the expiration of the applicable limitation period. The Company shall have the right to terminate the serving of dividend warrant in the form of mailing, but it may exercise such power only if: (i) the dividend warrant hasn’t been cashed for twice consecutively; or (ii) the dividend warrant could not reach the addressee at the first time and is returned.		Article 2~~24~~ ~~3~~5 The Company shall appoint receiving agents for the shareholders of the overseas listed foreign shares. Such receiving agents shall on behalf of such shareholders receive dividends distributed by the Company in respect of the overseas listed foreign shares and all other amounts payable, hold in custody such amounts on behalf of such shareholders of overseas listed foreign shares, to be paid to such holders. The receiving agents appointed by the Company shall meet the relevant requirements of the laws of the places where shares of the Company are listed or the relevant requirements of the stock exchanges of the places where the shares of the Company are listed. The receiving agents appointed by the Company for the shareholders of overseas listed foreign shares shall each be a company registered as a trust company under the Trustee Ordinance of Hong Kong. In respect of dividends received by shareholders, the Company has the right to confiscate unclaimed dividends subject to the provisions of the~~relevant~~ ~~s~~tock exchanges of the places where shares of the Company are listed , and such powers may not be exercised until the expiration of the applicable limitation period. The Company shall have the right to terminate the serving of dividend warrant in the form of mailing, but it may exercise such power only if: (i) the dividend warrant hasn’t been cashed for twice consecutively; or (ii) the dividend warrant could not reach the addressee at the first time and is returned.	A d j u s t e d b a s e d o n actual situation

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With respect to the exercise of power to issue warrants to bearer holders, unless the Company, without reasonable doubt, does believe that the original warrants have been destroyed, no new warrants may be issued in place of the lost warrants. The Company shall have the right to sell the shares of the shareholders of overseas listed foreign shares that cannot be contacted in such a manner as the Board of Directors deems appropriate, subject to the following conditions: (i) dividends on the relevant shares have been distributed for at least three times within twelve years and were not claimed during the period; and (ii) after the expiration of the twelve-year period, the Company has published an announcement in one or more newspapers at the place where the Company’s shares are listed, stating its intention to sell the shares, and notifying such intention to the stock exchanges where such shares are listed. If a shareholder does not claim dividends within one year from the date of the Company’s declaration of dividends, the Board of Directors has the right to invest in such dividends for the benefit of the Company or for other purposes. Subject to the relevant laws and regulations of PRC, the shareholders shall lose the right to claim any dividend that is not claimed within six years after the announcement of the distribution, and the Company may exercise the right of confiscation. Dividends may be paid for any shares paid prior to the call, but the holder of the shares is not entitled to participate in the dividends made thereafter with respect to the prepaid shares.		With respect to the exercise of power to issue warrants to bearer holders, unless the Company, without reasonable doubt, does believe that the original warrants have been destroyed, no new warrants may be issued in place of the lost warrants. The Company shall have the right to sell the shares of the shareholders of overseas listed foreign shares that cannot be contacted in such a manner as the Board of Directors deems appropriate, subject to the following conditions: (i) dividends on the relevant shares have been distributed for at least three times within twelve years and were not claimed during the period; and (ii) after the expiration of the twelve-year period, the Company has published an announcement in one or more newspapers at the places where the Company’s shares are listed, stating its intention to sell the shares, and notifying such intention to the stock exchanges where such shares are listed. If a shareholder does not claim dividends within one year from the date of the Company’s declaration of dividends, the Board of Directors has the right to invest in such dividends for the benefit of the Company or for other purposes. Subject to the relevant laws and regulations of PRC, the shareholders shall lose the right to claim any dividend that is not claimed within six years after the announcement of the distribution, and the Company may exercise the right of confiscation. ~~Dividends may be paid for any shares paid prior to~~ ~~the call, but the holder of the shares is not entitled to~~ ~~participate in the dividends made thereafter with respect~~ ~~to the prepaid shares.~~

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	SECTION II INTERNAL AUDIT	Structural adjustment

C H A P T E R X V I I E N G A G E M E N T O F ACCOUNTING FIRM		Structural adjustment
Article 227 The Company shall engage an independent accounting firm which is in compliance with the regulations of the State to audit the Company’s annual financial report and to review other financial reports of the Company. The first accounting firm of the Company may be appointed at the inaugural meeting of the Company before the first shareholders’ annual general meeting and the accounting firm so appointed shall hold office until the conclusion of the first shareholders’ annual general meeting. If the inaugural meeting fails to exercise its powers under the preceding paragraph, those powers shall be exercised by the Board of Directors.	Article 2~~27~~ ~~3~~8 The Company shall engage an independent accounting firm which is in compliance with the regulations of the Stateand the Securities Law to audit the Company’s ~~annual financial report and to review other financial~~ ~~reports of the Company~~ accounting statements, verify its net assets and provide other relevant consulting services . Engagement of an accounting firm is subject to decision by shareholders’ meeting, and the Board of Directors shall not appoint an accounting firm prior to the decision of shareholders’ meeting except as otherwise stipulated in these Articles of Association. ~~The first accounting firm of the Company may be~~ ~~appointed at the inaugural meeting of the Company~~ ~~before the first shareholders’ annual general meeting~~ ~~and the accounting firm so appointed shall hold office~~ ~~until the conclusion of the first shareholders’ annual~~ ~~general meeting.~~ ~~If the inaugural meeting fails to exercise its powers~~ ~~under the preceding paragraph, those powers shall be~~ ~~exercised by the Board of Directors.~~	Amended based on A r t i c l e 159 o f t h e Guidelines on Articles of Association and with reference to articles of association of other A + H s h a r e l i s t e d companies
Article 228 The term of the accounting firm engaged by the Company shall commence from the conclusion of the shareholders’ annual meeting and expire at the conclusion of the next shareholders’ annual meeting; the accounting firm may be re-engaged upon expiration of the term.	Article 2~~28~~ ~~3~~9 The term of the accounting firm engaged by the Company shall commence from the conclusion of the shareholders’ annual meeting and expire at the conclusion of the next shareholders’ annual meeting; the accounting firm may be re-engaged upon expiration of the term.	A m e n d m e n t s t o wordings

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Article 235 When the Company intends to remove or do not renew the engagement of an accounting firm, it shall notify the said firm in advance. The accounting firm shall have the right to state its opinions to the shareholders’ general meetings. Where the accounting firm proposes for resignation, it shall state to the shareholders’ general meetings whether or not there is anything improper in the Company. The accounting firm may resign by placing its written notice of resignation at the legal address of the Company. The said notice shall come into effect on the day when it is placed at the legal address of the Company or a later date as indicated therein. Such notice shall include the following representations: (i) Representation stating that it deems that its resignation does not involve any situation necessary to be explained to the shareholders or creditors of the Company; or (ii) Representation regarding any issues to be explained. The Company shall, within fourteen days upon receipt of the written notice prescribed in the preceding paragraph, send copies of such notice to the competent authority. If the said notice contains representations mentioned in item (ii) of the preceding paragraph, the Company shall keep copies of such representations in the Company for inspection by shareholders. The Company shall also deliver copies thereof to each shareholder of overseas listed foreign shares by postage-paid mail at the address registered in the register of shareholders. Under the premise of not violating the laws and regulations and listing rules of the place where the Company’s shares are listed, the Company may also issue or provide it to the shareholders of overseas listed foreign shares through the stock exchange and the Company’s website or through electronic means.		Article 2~~35~~ ~~4~~6 When the Company intends to remove or do not renew the engagement of an accounting firm, it shall notify the said firm15 days in advance. The accounting firm shall~~have the right~~ be allowed to state its opinions to the shareholders’ general meetingswhen voting on dismissal of an accounting firm at such meeting . Where the accounting firm proposes for resignation, it shall state to the shareholders’ general meetings whether or not there is anything improper in the Company. The accounting firm may resign by placing its written notice of resignation at the legal address of the Company. The said notice shall come into effect on the day when it is placed at the legal address of the Company or a later date as indicated therein. Such notice shall include the following representations: (i) Representation stating that it deems that its resignation does not involve any situation necessary to be explained to the shareholders or creditors of the Company; or (ii) Representation regarding any issues to be explained. The Company shall, within fourteen days upon receipt of the written notice prescribed in the preceding paragraph, send copies of such notice to the competent authority. If the said notice contains representations mentioned in item (ii) of the preceding paragraph, the Company shall keep copies of such representations in the Company for inspection by shareholders. The Company shall also deliver copies thereof to each shareholder of overseas listed foreign shares by postage-paid mail at the address registered in the register of shareholders. Under the premise of not violating the laws and regulations and listing rules of the places where the Company’s shares are listed, the Company may also issue or provide it to the shareholders of overseas listed foreign shares through the stock exchanges and the Company’s website or through electronic means.	Amended based on A r t i c l e 163 o f t h e Guidelines on Articles of Association

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If the resignation notice of the accounting firm contains a representation mentioned in item (ii) of Paragraph 2 of this Article, the accounting firm may request the Board of Directors to convene a shareholders’ extraordinary meeting to hear its explanations on issues relating to its resignation.	If the resignation notice of the accounting firm contains a representation mentioned in item (ii) of Paragraph 2 of this Article, the accounting firm may request the Board of Directors to convene a shareholders’ extraordinary meeting to hear its explanations on issues relating to its resignation.
CHAPTER XIX MERGER, DIVISION, CAPITAL INCREASE AND CAPITAL REDUCTION OF THE COMPANY	C H A P T E R X~~I X~~ I I M E R G E R , D I V I S I O N , C A P I T A L I N C R E A S E, ~~A N D~~ C A P I T A L REDUCTION, DISSOLUTION AND LIQUIDATION OF THE COMPANY	Structural adjustment
	SECTION I MERGER, DIVISION, CAPITAL INCREASE AND CAPITAL REDUCTION	Structural adjustment
Article 240 The merger of the Company may take the form of either merger by absorption or merger by consolidation. In the event of merger of the Company, the parties to such merger shall execute a merger agreement and prepare a balance sheet and a list of assets. The Company shall notify its creditors within ten days of, and make announcement at least three times in the newspaper within thirty days of, the date of the Company’s resolution for merger. A creditor may, within thirty days of receipt of the notice from the Company or, in the case of failure to receive such notice, within forty-five days of the date of announcement, require the Company to repay its debts or to provide a corresponding guarantee for such debt. After merger, any creditor’s rights and indebtedness of the merged parties shall be assumed by the company which survives the merger or the newly established company.	Article 2~~40~~ ~~5~~1 The merger of the Company may take the form of either merger by absorption or merger by consolidation. Under a merger by absorption, a company absorbs another company and the absorbed company is dissolved. Under a merger by new establishment, two or more companies merge into a newly established company and all parties to the merger are dissolved. In the event of merger of the Company, the parties to such merger shall execute a merger agreement and prepare a balance sheet and a list of assets. The Company shall notify its creditors within ten days of, and make announcement at least three times in the newspaper within thirty days of, the date of the Company’s resolution for merger. A creditor may, within thirty days of receipt of the notice from the Company or, in the case of failure to receive such notice, within forty-five days of the date of announcement, require the Company to repay its debts or to provide a corresponding guarantee for such debt. After merger, any creditor’s rights and indebtedness of the merged parties shall be assumed by the company which survives the merger or the newly established company.	Newly added based on Article 172 of the Guidelines on Articles of Association

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Article 242 The Company must prepare a balance sheet and a list of its assets when it intends to reduce its registered capital. The Company shall notify its creditors within ten days of, and make announcement in the newspaper within thirty days, of the date of the Company’s resolution for reduction of capital. A creditor may, within thirty days of receipt of the notice from the Company or, in the case of failure to receive such notice, within forty-five days of the date of announcement, require the Company to repay its debts or to provide a corresponding guarantee for such debt.	Article 2~~42~~ ~~5~~3 The Company must prepare a balance sheet and a list of its assets when it intends to reduce its registered capital. The Company shall notify its creditors within ten days of, and make announcement in the newspaper within thirty days, of the date of the Company’s resolution for reduction of capital. A creditor may, within thirty days of receipt of the notice from the Company or, in the case of failure to receive such notice, within forty-five days of the date of announcement, require the Company to repay its debts or to provide a corresponding guarantee for such debt. The reduced registered capital of the Company may not be less than the statutory minimum limit.	Amended based on t h e G u i d e l i n e s o n Articles of Association and moved the third p a r a g r a p h o f t h e original Article 25 down based on the s t r u c t u r e o f t h e s e Articles of Association
	not be less than

C H A P T E R X X D I S S O L U T I O N A N D LIQUIDATION OF THE COMPANY	~~CHAPTER XX~~	Structural adjustment
	Article 256 In the case of paragraph (i) of Article 256 hereof, the Company may carry on its existence by amending these Articles of Association. The amendments of these Articles of Association in accordance with provisions set out above shall require approval of more than two-thirds of voting rights of shareholders attending a shareholders’ general meeting.	Newly added based on Article 180 of the Guidelines on Articles of Association
Article 245 Where the Company is dissolved pursuant to the items (i), (ii), (v) and (vi) of the preceding Article, a liquidation committee shall be established within 15 days to carry out liquidation, and members thereof shall be directors or otherwise determined by the shareholders’ general meetings. In case no liquidation committee is established within the specified period to carry out liquidation, the creditors may file an application to the People’s Court to designate relevant persons to form a liquidation committee to carry out liquidation.	Article 2~~45~~ ~~5~~7 Where the Company is dissolved pursuant to the items (i), (ii), (v) and (vi) of~~the preceding~~ ~~A~~rticle 256 ,a liquidation committee shall be established within 15 daysfrom the date of event of dissolution and the members of which shall be elected by an ordinary resolution of shareholders in general meeting to carry out liquidation, and members thereof shall be directors or otherwise determined by the shareholders’ general meetings. In case no liquidation committee is established within the specified period to carry out liquidation, the creditors may file an application to the People’s Court to designate relevant persons to form a liquidation committee to carry out liquidation.	Newly added based on Article 181 of the Guidelines on Articles of Association

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C H A P T E R X X I P R O C E D U R E S F O R A M E N D M E N T S T O T H E A R T I C L E S O F ASSOCIATION OF THE COMPANY		CHAPTER~~XXI~~ ~~X~~III ~~PROCEDURES FOR~~ A M E N D M E N T S T O T H E A R T I C L E S O F ASSOCIATION~~OF THE COMPANY~~		Structural adjustment
Article 255 Any amendment to these Articles of Association shall, if involving the contents in the Mandatory Provisions, become effective after approved by the company approval authority authorized by the State Council and the securities regulatory authority under the State Council; if there is any change relating to the registered particulars of the Company, the procedures for change registration shall be handled in accordance with the law.		Article 2~~55~~ ~~6~~7 Any amendment to these Articles of Associationshall be submitted to competent authorities for approval if so required; and shall, if involving the contents in the Mandatory Provisions , become effective after approved by the company approval authority authorized by the State Council and the securities regulatory authority under the State Council(if applicable) ; if there is any change relating to the registered particulars of the Company, the procedures for change registration shall be handled in accordance with the law.		Newly added based on Article 190 of the Guidelines on Articles of Association

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CHAPTER XXII NOTICES	C H A P T E R~~X X I I~~ ~~X~~I V N O T I C E S ANNOUNCEMENTS	A N D	Structural adjustment
	SECTION I NOTICES		Section newly added with reference to the Guidelines on Articles of Association
Article 257 The Company’s notices (In this Chapter, “Notices” includes notices of meetings, company communications or other written materials issued by the Company to shareholders) may be delivered in the following ways: (i) By personal delivery; (ii) By mail; (iii) By email, fax or other electronic means, or other information carriers; (iv) By an announcement published in the press; (v) By publication on the website of the Company and websites designated by the Company and the securities regulatory authorities of the place where the Company’s shares are listed, provided that it is permitted under the laws and regulations and relevant rules of securities regulatory authorities of the place where the Company’s shares are listed; (vi) By other ways as agreed in advance between the Company and the addressee or as accepted by the addressee after the notice is received; and (vii) By any other means as accepted by securities regulatory authorities of the place where the Company’ shares are listed or as prescribed in these Articles of Association.	Article 2~~57~~ ~~6~~9 The Company’s notices (In this Chapter, “Notices” includesbut is not limited to notices ofshareholders’ general meetings,Board meetings and meetings of the Supervisory Committee ~~company communications~~ ~~or other written materials issued by the Company to~~ ~~shareholders~~ ) may be delivered in the following ways: (i) By personal delivery; (ii) By mail; (iii) By email, fax or other electronic means, or other information carriers; (iv) By an announcement published in the press; (v) By publication on the website of the Company and websites designated by the Company and the securities regulatory authorities of the places where the Company’s shares are listed, provided that it is permitted under the laws and regulations and relevant rules of securities regulatory authorities of the places where the Company’s shares are listed; (vi) By other ways as agreed in advance between the Company and the addressee or as accepted by the addressee after the notice is received; and (vii) By any other means as accepted by securities regulatory authorities of the places where the Company’ shares are listed or as prescribed in these Articles of Association.		Amended based on Article 166 to Article 168 of the Guidelines o n A r t i c l e s o f Association

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Notices issued by the Company shall be announced on the newspapers and/or other designated media (including websites) designated by the securities regulatory authorities and stock exchanges of the place where the Company’s shares are listed. Even if these Articles of Association specify the form of notification, communication or any other written materials, the Company may choose to publish the corporate communications in the form stipulated in item (v) of the first paragraph of this Article, and send or provide the corporate communications to the shareholders of the Company’s overseas listed foreign shares instead of being sent by personal delivery or by postage-paid mail, if it is in compliance with the HK Listing Rules, and under the premise of compliance with the laws and listing rules of the place where the Company’s shares are listed, regarding providing and/or distributing corporate communications. “Corporate Communications” means any document issued or intended to be issued by the Company for the holder of any securities of the Company to act or take actions, including but not limited to: (i) Annual reports, including the reports of the Board of Directors, the Company’s annual accounts together with the auditor’s reports and, where applicable, the financial summary reports; (ii) Interim reports and, where applicable, interim summary reports;		Notices issued by the Company shall be announced on the newspapers and/or other designated media (including websites) designated by the securities regulatory authorities and stock exchanges of the places where the Company’s shares are listed.The notice shall be deemed as received by the relevant persons once it is announced. Even if these Articles of Association specify the form of notification, communication or any other written materials, the Company may choose to publish the corporate communications in the form stipulated in item (v) of the first paragraph of this Article, and send or provide the corporate communications to the shareholders of the Company’s overseas listed foreign shares instead of being sent by personal delivery or by postage-paid mail, if it is in compliance with the HK Listing Rules, and under the premise of compliance with the laws and listing rules of the places where the Company’s shares are listed, regarding providing and/or distributing corporate communications. “Corporate Communications” means any document issued or intended to be issued by the Company for the holder of any securities of the Company to act or take actions, including but not limited to: (i) Annual reports, including the reports of the Board of Directors, the Company’s annual accounts together with the auditor’s reports and, where applicable, the financial summary reports; (ii) Interim reports and, where applicable, interim summary reports;

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(iii) Notices of the meetings; (iv) Listing documents; (v) Circulars; (vi) Proxy forms; (vii) Receipt and other document data; and (viii) Other documents as required by the laws, regulations and listing rules of the place where the Company’s shares are listed.	(iii) Notices of the meetings; (iv) Listing documents; (v) Circulars; (vi) Proxy forms; (vii) Receipt and other document data; and (viii) Other documents as required by the laws, regulations and listing rules of the places where the Company’s shares are listed.

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Article 258 Where a notice of the Company is served by personal delivery and, the addressee signs his name (or affixes his chop) on the receipt, and the date on which the addressee signs the receipt shall be the date of service; where a notice is to be sent by post, such notice is deemed to be served on the second business day after the date on which it is deposited at the post office. Where a notice of the Company is made by public announcement, the date on which the announcement is first published shall be the date of service. When the Company provides the shareholders with the documents mentioned in Article 253 of these Articles of Association in an electronic manner, they shall be published on the stock exchange and the Company’s website in accordance with the requirements of the stock exchange, and shall be deemed to have been received by all shareholders after publication. If the Company is required to send, post, distribute, issue, publish or otherwise provide company-related documents in English and Chinese in accordance with the supervision rules of the place where the Company’s shares are listed, and the Company has made appropriate arrangements to determine whether its shareholders wish only to receive the English versions or Chinese versions, and to the extent permitted by applicable laws and regulations and in accordance with applicable laws and regulations, the Company may, in accordance with the wishes of the shareholders, send only the English versions or Chinese versions to the relevant shareholders.	Article 2~~58~~ ~~7~~0 Where a notice of the Company is served by personal delivery and, the addressee signs his name (or affixes his chop) on the receipt, and the date on which the addressee signs the receipt shall be the date of service; where a notice is to be sent by post, such notice is deemed to be served on the second business day after the date on which it is deposited at the post office. Where a notice of the Company is made by public announcement, the date on which the announcement is first published shall be the date of service. When the Company provides the shareholders with the documents mentioned in Article 2~~53~~ ~~6~~4 of these Articles of Association in an electronic manner, they shall be published on the stock exchanges and the Company’s website in accordance with the requirements of the stock exchanges , and shall be deemed to have been received by all shareholders after publication. If the Company is required to send, post, distribute, issue, publish or otherwise provide company-related documents in English and Chinese in accordance with the supervision rules of the places where the Company’s shares are listed, and the Company has made appropriate arrangements to determine whether its shareholders wish only to receive the English versions or Chinese versions, and to the extent permitted by applicable laws and regulations and in accordance with applicable laws and regulations, the Company may, in accordance with the wishes of the shareholders, send only the English versions or Chinese versions to the relevant shareholders.	A m e n d m e n t s t o wordings
	Article 271 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by any person entitled to receive notice, shall not invalidate the meeting and the resolutions passed at the meeting.	Originally numbered a s A r t i c l e 19, a n d moved down based on Article 170 of the Guidelines on Articles of Association

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	SECTION II ANNOUNCEMENTS	Structural adjustment
	Article 272 The Company shall issue announcements and disclose information to holders of domestic shares through newspapers or websites designated by the laws, administrative regulations or relevant domestic regulatory authorities for information disclosure. If it is required to make public announcements to the holders of H shares pursuant to these Articles of Association, the announcement shall also be published in such manner as required by the HK Listing Rules.	Newly added based on Article 171 of the Guidelines on Articles of Association and with reference to the practice o f r e l e v a n t l i s t e d companies

C H A P T E R X X I V S U P P L E M E N T A R Y PROVISIONS	CHAPTER~~XXIV~~ XVI SUPPLEMENTARY PROVISIONS	Structural adjustment
	Article 274 Definitions: (i)“Actual controller” refers to a person who is not the Company’s shareholder but can have actual control on the Company through investment, agreement or other arrangement. (ii)“Related party (connected) relationship” refers to the relationship between the Company’s controlling shareholders, actual controller, directors, supervisors, senior management and enterprises controlled directly or indirectly by them, as well as other relationship which may transfer the Company’s interest, or other circumstances concerning material interest as recognised by the regulatory authorities of the places where shares of the Company are listed. However, enterprises controlled by the State do not have a related party (connected) relationship with one another simply because they are under the control of the State. (iii)“Independent directors” refer to independent non-executive directors under the HK Listing Rules.	Newly added based on Article 193 of the Guidelines on Articles of Association and with reference to the actual situation of these Articles of Association
Article 260 The phrases “more than”, “within” and “less than” herein for the numbers shall include the numbers indicated themselves, while the phrases “exceed”, “beyond” and “over” shall exclude the numbers indicated themselves.	Article 2~~60~~ ~~7~~5 The phrases “more than”, “within” and “less than” herein for the numbers shall include the numbers indicated themselves, while the phrases “exceed”, “beyond”,“below”, “above” and “over” shall exclude the numbers indicated themselves.	Newly added based on Article 196 of the Guidelines on Articles of Association and with reference to the context of these Articles of Association

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APPENDIX VII DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Before amendments		After amendments	Basis of amendments
Article 1 To safeguard the legitimate rights and interests of all the shareholders of Chengdu Expressway Co., Ltd. (the “Company”), ensure the proper and efficient operation of the shareholders’ general meeting and guarantee equal and effective exercise of their powers by the shareholders, these rules are formulated in accordance with the Company Law of the People’s Republic of China (the “Company Law”), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “HK Listing Rules”), the Articles of Association of Chengdu Expressway Co., Ltd. (the “Articles of Association”) and other relevant State laws and regulations.		Article 1 To safeguard the legitimate rights and interests of all the shareholders of Chengdu Expressway Co., Ltd. (the “Company”), ensure the proper and efficient operation of the shareholders’ general meeting and guarantee equal and effective exercise of their powers by the shareholders, these rules are formulated in accordance with the Company Law of the People’s Republic of China (the “Company Law”),the Securities Law of the People’s Republic of China (the“Securities Law”), the Rules of Shareholders’ General Meeting of Listed Companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “HK Listing Rules”) and other relevant laws, regulations and the Articles of Association of Chengdu Expressway Co., Ltd. (the “Articles of Association”).	Adjusted based on the requirements of the A-share listing and actual situation of the Company
Article 2 The shareholders’ general meeting is the organ of power of the Company and shall exercise the following powers in accordance with the law: ⋯⋯ (xvii) To consider the proposals raised by the shareholders who, individually or jointly, hold 3% or more of the voting shares of the Company; ⋯⋯		Article 2 The shareholders’ general meeting is the organ of power of the Company and shall exercise the following powers in accordance with the law: ⋯⋯ (xvii) To consider the proposals raised by the shareholders who, individually or jointly, hold 3% or more of the voting shares of the Company; ⋯⋯	Deleted the repeated statement as “more than” shall include the number itself according to Article 79 herein

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APPENDIX VII DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Before amendments		After amendments	Basis of amendments
Article 3 The following external guarantees of the Company shall be subject to consideration and approval by the shareholders’ general meetings: ⋯⋯ (iii) Any guarantee to be provided to a party which has an asset-liability ratio over 70%; (iv) A single guarantee for amount over 10% of the latest audited net assets; (v) Any guarantee to be provided to shareholders, de facto controllers and their related parties.		Article 3 The following external guarantees of the Company shall be subject to consideration and approval by the shareholders’ general meetings: ⋯⋯ (iii) Guarantee within one year which exceeds 30% of the latest audited total assets of the Company; (iv )Any guarantee to be provided to a party which has an asset-liability ratio over 70%; (v )A single guarantee for amount over 10% of the latest audited net assets; (vi )Any guarantee to be provided to shareholders, de facto controllers and their related parties. (vii) Other guarantees which shall be considered and approved at the shareholders’ general meetings as prescribed by laws and the Articles of Association. (viii) The Company shall not borrow or provide guarantees to natural persons, external entities without legal personality or overseas companies.	Amended based on A r t i c l e 4 2 o f t h e Guidelines on Articles of Association

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APPENDIX VII DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Before amendments	After amendments	Basis of amendments
Article 4 The Company shall not, without the approval of the shareholders’ general meetings, enter into any contract with any person other than directors, supervisors, general manager and other senior management members for authorization of management of all or substantial part of business of the Company to such persons.	Article 4 Unless otherwise under special emergency circumstances, the Company shall not, without the approval of the shareholders’ general meetings, enter into any contract with any person other than directors, supervisors, general manager and other senior management members for authorization of management of all or substantial part of business of the Company to such persons.	Amended based on A r t i c l e 8 1 o f t h e Guidelines on Articles of Association
Article 5 Shareholders’ general meetings include annual general meetings and extraordinary general meetings. The shareholders’ general meetings shall be convened by the board of directors. The annual general meeting shall be held once a year within six months after the end of the previous accounting year.	Article 5 Shareholders’ general meetings include annual general meetings and extraordinary general meetings. The shareholders’ general meetings shall be convened by the board of directors. The annual general meeting shall be held once a year within six months after the end of the previous accounting year.	Amended based on A r t i c l e 4 3 o f t h e Guidelines on Articles of Association
Article 7 If the chairman of the board of directors is unable or fails to perform the duties, the deputy chairman of the board of directors shall convene the meetings and act as the chairman of the meetings (if the Company has two or more deputy chairmen, such meetings shall be presided over by the deputy chairman jointly elected by more than half of the directors); if the Company has no deputy chairman or the deputy chairman of the board of directors is unable or fails to perform the duties, a majority of directors shall jointly elect a director to act as the chairman of the meetings. If no chairman of the meeting has been so designated by a majority of directors, shareholders present may elect one person to be the chairman of the meetings. If for any reason, the shareholders fail to elect a chairman, then the shareholder (including proxy) present holding the largest number of shares carrying the right to vote thereat shall be the chairman of the meetings.	Article 7 If the chairman of the board of directors is unable or fails to perform the duties, the deputy chairman of the board of directors shall~~convene the meetings~~ ~~and act as the chairman of the meetings~~ preside over the meeting (if the Company has two or more deputy chairmen, such meetings shall be presided over by the deputy chairman jointly elected by more than half of the directors); if the Company has no deputy chairman or the deputy chairman of the board of directors is unable or fails to perform the duties, a majority of directors shall jointly elect a director to~~act as the~~ ~~chairman of~~ preside over the meetings. If no chairman of the meeting has been so designated by a majority of directors, shareholders present may elect one person to~~be the chairman of~~ preside over the meetings. If for any reason, the shareholders fail to elect a chairman, then the shareholder (including proxy) present holding the largest number of shares carrying the right to vote thereat shall be the chairman of the meetings.	A d j u s t e d t o a l i g n with the Articles of Association

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APPENDIX VII DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Before amendments		After amendments	Basis of amendments
Article 8 The independent non-executive directors have the right to propose to the board of directors to convene a shareholders’ extraordinary general meeting and shall put forward proposals to the board in a written form. Whenever the independent non-executive directors require convening the extraordinary general meeting, the board of directors shall, in accordance with the laws, administrative regulations and the Articles of Association, give the written feedback on whether agreeing to convene the extraordinary general meeting or not within ten days after receiving such proposal.		Article 8 The independent~~non-executive~~ ~~d~~irectors have the right to propose to the board of directors to convene a shareholders’ extraordinary general meeting~~and shall~~ ~~put forward proposals to the board in a written form~~ . Whenever the independent~~non-executive~~ directors require convening the extraordinary general meeting, the board of directors shall, in accordance with the laws, administrative regulations and the Articles of Association, give the written feedback on whether agreeing to convene the extraordinary general meeting or not within ten days after receiving such proposal.	Amended based on A r t i c l e 4 7 o f t h e Guidelines on Articles of Association
Article 10 Where the shareholders request the convening of an extraordinary general meeting or class meeting of shareholders, the following procedures shall be followed: (i) Two or more shareholders holding, individually or in the aggregate, more than 10% of the voting shares of the Company may sign one or several copies of written requests in the same form requesting the board of directors to convene an extraordinary general meeting or class meeting of shareholders, and stating the matters to be considered at the meeting. The board of directors shall convene an extraordinary general meeting or class meeting of shareholders as soon as possible upon receipt of the aforesaid written request. The aforesaid number of shares held shall be calculated as of the date when the shareholders submit the written request; (ii) If the board of directors fails to issue the notice of such a meeting within thirty days of receipt of the written request, the requesting shareholders may themselves convene such a meeting in a manner as similar as possible to the manner in which shareholders’ general meetings are convened by the board of directors within four months after receipt of the request by the board of directors.		Article 10 ~~Where the shareholders request the convening of~~ ~~an extraordinary general meeting or class meeting~~ ~~of shareholders, the following procedures shall be~~ ~~followed:~~ ~~(i) Two or more shareholders holding, individually or~~ ~~in the aggregate, more than 10% of the voting shares of~~ ~~the Company may sign one or several copies of written~~ ~~requests in the same form requesting the board of~~ ~~directors to convene an extraordinary general meeting~~ ~~or class meeting of shareholders, and stating the matters~~ ~~to be considered at the meeting. The board of directors~~ ~~shall convene an extraordinary general meeting or class~~ ~~meeting of shareholders as soon as possible upon receipt~~ ~~of the aforesaid written request. The aforesaid number~~ ~~of shares held shall be calculated as of the date when the~~ ~~shareholders submit the written request;~~	Amended based on A r t i c l e 4 9 o f t h e Guidelines on Articles of Association

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APPENDIX VII DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Before amendments		After amendments	Basis of amendments
		~~(ii) If the board of directors fails to issue the notice~~ ~~of such a meeting within thirty days of receipt of~~ ~~the written request, the requesting shareholders may~~ ~~themselves convene such a meeting in a manner as~~ ~~similar as possible to the manner in which shareholders’~~ ~~general meetings are convened by the board of directors~~ ~~within four months after receipt of the request by the~~ ~~board of directors.~~ Shareholders individually or collectively holding 10% or more of the Company’s shares have the right to propose to the board of directors to convene the extraordinary general meeting and shall propose in writing. The board of directors shall, in accordance with the laws, administrative regulations and the Articles of Association, give the written feedback on whether agreeing to convene the extraordinary general meeting or not within ten days after receiving such proposal. Where the board of directors agrees to convene the extraordinary general meeting, the board of directors shall send out the notice of the general meeting within five days after making the resolutions and any change of the original proposal in the notice shall be approved by the shareholders concerned.

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APPENDIX VII DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Before amendments		After amendments	Basis of amendments
		Where the board of directors disagrees to convene the extraordinary general meeting, or fails to give feedback within ten days after receiving the proposal, shareholders individually or collectively holding 10% or more of the Company’s shares shall be entitled to propose to the supervisory committee the convening of the extraordinary general meeting, provided that such proposal shall be made in writing. Where the supervisory committee agrees to convene the extraordinary general meeting, the supervisory committee shall send out the notice of the general meeting within five days after receiving such request and any change of the original proposal in the notice shall be approved by the shareholders concerned. Failure of the supervisory committee to issue a notice of general meeting within the stipulated period shall be deemed as the failure of the supervisory committee to convene and preside over a general meeting, and shareholders individually or collectively holding 10% or more of the Company’s shares for 90 or more consecutive days shall have the right to convene and preside over the meeting on an unilateral basis.

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APPENDIX VII DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Before amendments	After amendments	Basis of amendments
Article 12 Notice of the annual general meetings by the Company shall be dispatched twenty days prior to the date of the meetings in written form; and notice of the extraordinary general meetings by the Company shall be dispatched fifteen days prior to the date of the meetings in written form. The date of the general meetings and the date when the notice is dispatched shall not be included in the calculation of the period for issuing such notice.	Article 12 Notice of the annual general meetings by the Company shall be dispatched twenty days prior to the date of the meetings in written form or other forms as stipulated in the Articles of Association ;and notice of the extraordinary general meetings by the Company shall be dispatched fifteen days prior to the date of the meetings in written form. The date of the general meetings and the date when the notice is dispatched shall not be included in the calculation of the period for issuing such notice.	Amended based on A r t i c l e 5 5 o f t h e Guidelines on Articles of Association
Article 13 The shareholders’ general meetings shall not vote and reach a resolution for the matters not being specified in the notice of shareholders’ general meetings.	Article 13 The shareholders’ general meetings shall not vote and reach a resolution for the matters not being specified in the notice of shareholders’ general meetings.	R e a l i g n m e n t i n expression
Article 14 The notice of the shareholders’ general meetings shall meet the following requirements: (i) Be in writing; (ii) Specify the place, date and period of the meetings; (iii) Specify the matters to be discussed at the meetings; ⋯⋯	Article 14 The notice of the shareholders’ general meetings shall meet the following requirements, if applicable : (i) Be in writing; (ii)~~Specify~~ The place, date and~~period~~ duration of the meetings; (iii)~~Specify~~ Submit the mattersand proposals to be ~~discussed~~ considered at the meetings; ⋯⋯	Align with the Articles of Association, and a m e n d e d b a s e d o n A r t i c l e 5 6 o f t h e Guidelines on Articles of Association of Listed Companies and based on actual situation of the Company

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APPENDIX VII DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Before amendments		After amendments		Basis of amendments
(vii) Contain a conspicuous statement that all shareholders have the right to attend such meeting and appoint a proxy in writing to attend and vote at such meeting on their behalf and that a proxy does not need to be a shareholder of the Company; ⋯⋯ (x) Name and telephone number of the contact person(s).		(vii) Contain a conspicuous statement that allordinary shareholders have the right to attend such meeting and appoint a proxy in writing to attend and vote at such meeting on their behalf and that a proxy does not need to be a shareholder of the Company; ⋯⋯ (x) Name and telephone number of the contact person(s)~~.~~ ~~;~~and (xi) The time and procedures for voting via internet or by other means. The notice and supplementary notice of the shareholders’ general meeting shall adequately and fully disclose all relevant information of all proposals. Where the opinions of independent directors are required for the matters to be considered, such opinions and reasons shall be also disclosed in the notice or supplementary notice of shareholders’ general meeting to be served. The time to start voting at a general meeting held over network or by other means shall not be earlier than 3:00 p.m. of the day preceding the date of the on-site general meeting or later than 9:30 a.m. of the date of the on-site general meeting, and shall not conclude earlier than 3:00 p.m. of the date of the on- site general meeting. The interval between shareholding record date and the date of the meeting shall not be more than 7 days. Once the shareholding record date is determined, it shall not be changed.

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APPENDIX VII DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Before amendments		After amendments	Basis of amendments
Article 16 ⋯⋯ The term “public announcement” referred to in the preceding paragraph shall be published in one or more newspapers designated by CSRC and securities regulatory authority at the place where the shares of the Company are listed. After the publication of such announcement, all shareholders of domestic shares shall be deemed to have received the relevant notice of the shareholders’ general meetings.		Article 16 ⋯⋯ The term “public announcement” referred to in the preceding paragraph shall beannounced on the websites ~~published in one or more newspapers~~ designated by CSRC and securities regulatory authority at the places where the shares of the Company are listed. After the publication of such announcement, all shareholders of domestic shares shall be deemed to have received the relevant notice of the shareholders’ general meetings.	Maintain consistency in context
Article 17 When the Company convenes the shareholders’ general meetings, the board of directors, the supervisory committee and shareholders, either individually or in aggregate, holding more than 3% of the share capital of the Company shall have the right to propose proposals to the Company, and the Company shall include the proposals into the agenda of such general meetings if they are falling within the functions and powers of the general meetings. Shareholders individually or collectively holding 3% or more of the Company’s shares may submit a temporary proposal in writing to the board of directors 10 days prior to the date of the shareholders’ general meeting. The board of directors shall notify other shareholders within 2 days after the proposals have been received and submitted them to the Company’s general meeting for consideration. ⋯⋯		Article 17 When the Company convenes the shareholders’ general meetings, the board of directors, the supervisory committee and shareholders, either individually or in aggregate, holding more than 3% of the share capital of the Company shall have the right to proposenew proposalsin writing to the Company, and the Company shall include the proposals into the agenda of such general meetings if they are falling within the functions and powers of the general meetings. Shareholders individually or collectively holding 3% or more of the Company’s shares may submit a temporary proposal in writing to the~~board of directors~~ convener 10 days prior to the date of the shareholders’ general meeting. The~~board of directors~~ convener shallissue a supplementary notice of the shareholders’ general meeting announcing the contents of the temporary proposal ~~notify other shareholders~~ within 2 days after the proposals have been received~~and submitted them to~~ ~~the Company’s general meeting for consideration~~ . ⋯⋯	Align with the Articles of Association, and a m e n d e d b a s e d o n A r t i c l e 5 4 o f t h e Guidelines on Articles of Association of Listed Companies

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APPENDIX VII DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Before amendments	After amendments	Basis of amendments
Article 20 Subsequent to the dispatch of a notice of the general meetings, the general meetings shall not be postponed or cancelled without proper reasons, and the proposals set out in the notice of the general meetings shall not be withdrawn. Once the meeting is postponed or cancelled, the convener shall serve a notice to all shareholders and give reasons thereof at least 2 business days prior to the original date of the meeting.	Article 20 Subsequent to the dispatch of a notice of the general meetings, the general meetings shall not be postponed or cancelled without proper reasons, and the proposals set out in the notice of the general meetings shall not be withdrawn. Once the meeting is postponed or cancelled, the convener shall~~serve a notice to all shareholders~~ make an announcement and give reasons thereof at least 2 business days prior to the original date of the meeting.	Align with Article 85 of the Articles of Association
Article 28 Any form issued to a shareholder by the board of directors for appointing a proxy of the shareholder shall allow the shareholder to freely instruct the proxy to cast vote in favor of or against the proposals, and instruct separately about each proposal dealing with the businesses to be considered at the meetings. Such power of attorney shall contain a statement that in absence of instructions by the shareholders, his proxy may vote as he thinks fit.	Article 28 Any form issued to a shareholder by the board of directors for appointing a proxy of the shareholder shall allow the shareholder to freely instruct the proxy to cast vote in favor of, ~~or~~ againstor abstention from the proposals, and instruct separately about each proposal dealing with the businesses to be considered at the meetings. Such power of attorney shall contain a statement that in absence ofspecific instructions by the shareholders, his proxy may vote as he thinks fit.	Align with Article 92 of the Articles of Association
Article 29 A vote given by a proxy in accordance with the terms of the power of attorney shall be valid, notwithstanding the death or loss of capacity of the appointer or revocation of the proxy or the authority under which the power of attorney was executed, or the relevant shares was transferred, provided that the Company does not receive any written notice in respect of any such matters prior to the commencement of the relevant meetings.	Article 29 A vote given by a proxy in accordance with the terms of the power of attorney shall be valid, notwithstanding the death, ~~or~~ loss of capacity of the appointer or revocation of the proxy or the authority under which the power of attorney was executed, or the relevant shares was transferred, provided that the Company does not receive any written notice in respect of any such matters prior to the commencement of the relevant meetings.	Punctuation adjustment

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APPENDIX VII DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Before amendments	After amendments	Basis of amendments
Article 30 The Company shall be responsible for compiling the register for signing which shall include, among others, the names of attendees (or names of relevant unit), ID number, domicile, the number of shares with voting rights that he holds or represents, and name of the person (or name of relevant unit) who attends the meeting by proxy.	Article 30 The Company shall be responsible for compiling the ~~register for signing~~ attendees sheet which shall include, among others, the names of attendees (or names of relevant unit), ID number, domicile, the number of shares with voting rights that he holds or represents, and name of the person (or name of relevant unit) who attends the meeting by proxy.	Align with the Articles of Association
Article 31 The convener and lawyers engaged by the Company shall verify the legitimate qualification of shareholders in accordance with the register of shareholders provided by the securities depository and clearing institutions, and shall register the names of shareholders and the number of voting shares each of them holds. The registration shall end before the chairman of the meeting announces the number of shareholders and proxies attending the meeting and the total number of voting shares they hold at the venue of the meeting.	Article 31 The convener and lawyers~~engaged by the Company~~ shall verify the legitimate qualification of shareholders in accordance with the register of shareholders provided by the securities depository and clearing institutions, and shall register the names of shareholders and the number of voting shares each of them holds. The registration shall end before the chairman of the meeting announces the number of shareholders and proxies attending the meeting and the total number of voting shares they hold at the venue of the meeting.	Align with the Articles of Association
Article 35 Directors, supervisors and senior management members shall at the shareholders’ general meetings make explanation and statement on the inquiries from shareholders.	Article 35 Directors, supervisors and senior management members shall at the shareholders’ general meetings make explanation and statement on the inquiriesand suggestions from shareholders.	Amended based on actual situation

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APPENDIX VII DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Before amendments		After amendments	Basis of amendments
Article 36 Resolutions of the shareholders’ general meetings shall be divided into ordinary resolutions and special resolutions. An ordinary resolution must be passed by votes representing one half or more of the voting rights represented by the shareholders (including proxies) present at the meetings. ⋯⋯		Article 36 Resolutions of the shareholders’ general meetings shall be divided into ordinary resolutions and special resolutions. An ordinary resolution must be passed by votes representing~~one half or more~~ a majority of the voting rights represented by the shareholders (including proxies) present at the meetings. ⋯⋯	Align with Article 107 of the Articles of Association
Article 39 ⋯⋯ The shares held by the Company itself have no voting rights, and that part of the shareholding is not counted as the total number of shares with voting rights held by shareholders attending the meeting.		Article 39 ⋯⋯ When material matters concerning the interests of minority shareholders are considered at a general meeting, votes cast by minority shareholders shall be counted on a separate basis. The separately counted votes shall be disclosed in a timely manner. The shares held by the Company~~itself~~ ~~h~~ave no voting rights, and that part of the shareholding is not counted as the total number of shares with voting rights held by shareholders attending the meeting. If the purchase of the Company’s voting shares by the shareholders violates the provisions under Clauses 63(1) and (2) of the Securities Law, the voting rights of such shares in excess of the prescribed proportion shall not be exercised within 36 months after the purchase, and shall not be counted in the total number of shares carrying voting rights represented by shareholders present at the general meeting.	Newly added based on Article 79 of the Guidelines on Articles of Association

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APPENDIX VII DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Before amendments		After amendments	Basis of amendments
Article 41 Before the shareholders’ general meeting votes on proposals, it shall recommend at least two shareholder representatives to count the votes and scrutinize the voting. If any shareholder is interested in the matter to be discussed, the relevant shareholder and his proxy shall not participate in vote counting or scrutinize the voting. ⋯⋯ A shareholder of the Company or his proxy, who uses other voting means, shall be entitled to verify his voting results through relevant voting system.		Article 41 Before the shareholders’ general meeting votes on proposals, it shall recommend~~at least~~ two shareholder representatives to count the votes and scrutinize the voting. If any shareholder is interested in the matter to be discussed, the relevant shareholder and his proxy shall not participate in vote counting or scrutinize the voting. ⋯⋯ A shareholder of the Company or his proxy, who uses the internet or other voting means, shall be entitled to verify his voting results through relevant voting system.

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APPENDIX VII DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Before amendments		After amendments	Basis of amendments
Article 42 At any shareholders’ general meeting, a resolution shall be decided on a show of hands, unless, before or after a vote is carried out by a show of hands, a poll is demanded by the following persons: (i) The chairman of the meeting; (ii) At least two shareholders entitled to vote or by proxy entitled to vote thereat; or (iii) One or more shareholders (including proxies) holding, individually or in the aggregate, 10% or more of all shares carrying the right to vote at the meeting. Unless a poll is demanded pursuant to the preceding provision, a declaration by the chairman that a resolution has been passed on a show of hands and the recording of the same in the minutes of 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 favor of or against such resolution. The demand for a poll may be withdrawn by the person who demanded the same.		Article 42 ~~At any shareholders’ general meeting, a resolution~~ ~~shall be decided on a show of hands, unless, before or~~ ~~after a vote is carried out by a show of hands, a poll is~~ ~~demanded by the following persons:~~ ~~(i) The chairman of the meeting;~~ ~~(ii) At least two shareholders entitled to vote or by~~ ~~proxy entitled to vote thereat; or~~ ~~(iii) One or more shareholders (including proxies)~~ ~~holding, individually or in the aggregate, 10% or more~~ ~~of all shares carrying the right to vote at the meeting.~~ ~~Unless a poll is demanded pursuant to the preceding~~ ~~provision, a declaration by the chairman that a~~ ~~resolution has been passed on a show of hands and the~~ ~~recording of the same in the minutes of 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 favor of or against~~ ~~such resolution.~~ ~~The demand for a poll may be withdrawn by the person~~ ~~who demanded the same.~~ A resolution put to the vote of a general meeting shall be decided by way of registered ballots save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.	Align with the Articles of Association

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APPENDIX VII DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Before amendments		After amendments		Basis of amendments
Article 47 The Board of the Company, independent non-executive directors and shareholders who meet the relevant requirements may openly collect voting rights from the Company’s shareholders. While collecting votes of the shareholders, sufficient disclosure of information such as the specific voting preference shall be made to the shareholders from whom voting rights are being collected. No consideration or other form of de facto consideration shall be involved in the collection of voting rights from the shareholders.		Article 47 The Board of the Company, independent~~non-executive~~ directors and shareholders~~who meet the relevant~~ ~~requirements~~ with more than 1% of the voting shares or investor protection agencies established in accordance with laws, administrative regulations or the provisions of the CSRC may openly collect voting rights from the Company’s shareholders. While collecting votes of the shareholders, sufficient disclosure of information such as the specific voting preference shall be made to the shareholders from whom voting rights are being collected. No consideration or other form of de facto consideration shall be involved in the collection of voting rights from the shareholders. The Company shall not impose any limitation related to minimum shareholdings on the collection of voting rights except under statutory conditions.		Amended based on A r t i c l e 7 9 o f t h e Guidelines on Articles of Association
Article 49 Shareholders attending the general meetings shall express one of the following views during the voting of a proposal: for, against or abstain.		Article 49 Shareholders attending the general meetings shall express one of the following views during the voting of a proposal: for, against or abstain, except for the securities registration and settlement institutions which, being the nominal holders of shares under Stock Connect between the Mainland and Hong Kong, shall make declarations according to the intentions of the beneficial holders . ⋯⋯		Newly added based on Article 89 of the Guidelines on Articles of Association

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APPENDIX VII DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Before amendments		After amendments	Basis of amendments
Article 52 If the chairman of the meeting has any doubt as to the result of a resolution which has been presented for voting at a shareholders’ general meeting, he may count the votes. If the chairman of the meeting does not count the votes, any shareholder who is present in person or by proxy and who objects to the result announced by the chairman of the meeting may, immediately after the declaration of the result, demand that the votes be counted and the chairman of the meeting shall have the votes counted immediately.		Article 52 If the chairman of the meeting has any doubt as to the result of a resolution which has been presented for voting at a shareholders’ general meeting, he may count the votes. If the chairman of the meeting does not count the votes, any shareholder who is present in person or by proxy and who objects to the result announced by the chairman of the meeting may, immediately after the declaration of the result, demand that the votes be counted and the chairman of the meeting shall have the votes counted immediately.	Amended based on A r t i c l e 9 0 o f t h e Guidelines on Articles of Association
Article 57 The resolutions of the shareholders’ general meetings shall be announced promptly in accordance with the relevant laws, regulations and the relevant requirements of the stock exchange at the place where the shares of the Company are listed, specifying the number of shareholders present in person and by proxy at the meetings, the total number of voting shares held by them, the percentage of such voting shares in the total number of the voting shares of the Company, the total number of the shares that have to be abstained in accordance with the requirements of the securities regulatory body where the Company’s securities are listed, and/or the total number of shares (if any) to be abstained from voting, the voting methods, the voting results of each proposal and the details of the resolutions passed, as well as the identity of counting officers and scrutinizers.		Article 57 The resolutions of the shareholders’ general meetings shall be announced promptly in accordance with the relevant laws, regulations and the relevant requirements of the stock exchanges at the places where the shares of the Company are listed, specifying the number of shareholders present in person and by proxy at the meetings, the total number of voting shares held by them, the percentage of such voting shares in the total number of the voting shares of the Company, the total number of the shares that have to be abstained in accordance with the requirements of the securities regulatory body where the Company’s~~securities~~ shares are listed, and/or the total number of shares (if any) to be abstained from voting, the voting methods, the voting results of each proposal and the details of the resolutions passed~~, as well as the identity of counting officers and~~ ~~scrutinizers~~ .	Maintain consistency in context

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APPENDIX VII DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Before amendments	After amendments	Basis of amendments
Article 65 ⋯⋯ (i) Where the Company issues, upon the approval by special resolutions of its shareholders at the general meetings, either separately or concurrently once every twelve months, not more than 20% of each of its existing issued and outstanding domestic shares and overseas listed foreign shares; (ii) Where the Company’s plan to issue domestic shares and overseas listed foreign shares at the time of its establishment is carried out within fifteen months from the date of approval of the securities regulatory authority of the State Council.	Article 65 ⋯⋯ (i) Where the Company issues, upon the approval by special resolutions of its shareholders at the general meetings, either separately or concurrently once every twelve months, not more than 20% of each of its existing issued and outstanding domestic shares and overseas listed foreign shares;or (ii) Where the Company’s plan to issue domestic shares and overseas listed foreign shares at the time of its establishment is carried out within fifteen months from the date of approval of the securities regulatory authority of the State Council.	R e a l i g n m e n t i n expression
Article 66 Matters required to be determined by the shareholders’ general meeting under laws, administrative regulations, HK Listing Rules, the Articles of Association and Article 2 herein shall be subject to consideration and approval by the shareholders’ general meeting. However, under necessary, reasonable and legitimate circumstances, the shareholders’ meeting may authorise the board of directors to determine the specific issues which are relevant to the matters being resolved but are unable to be determined immediately at a shareholders’ meeting. The content of authorisation shall be clear and specific.	Article 66 Matters required to be determined by the shareholders’ general meeting under~~laws, administrative regulations,~~ the Company Law, the Securities Law, the Rules of Shareholders’ General Meeting of Listed Companies, HK Listing Rules~~,~~ and other relevant laws and regulations and the Articles of Association and Article 2 herein shall be subject to consideration and approval by the shareholders’ general meeting. However, under necessary, reasonable and legitimate circumstances and in compliance with the regulatory rules of the places where shares of the Company are listed , the shareholders’ meeting may authorise the board of directors to determine the specific issues which are relevant to the matters being resolved but are unable to be determined immediately at a shareholders’ meeting. The content of authorisation shall be clear and specific.	A d j u s t e d b a s e d o n actual situation and maintain consistency in context
Article 69 The chairman of the meeting may require the following personnel to exit from the meeting: ⋯⋯ (v) Other circumstances. ⋯⋯	Article 69 The chairman of the meeting may require the following personnel to exit from the meeting: ⋯⋯ (v) Other~~circumstances~~ personnel obliged to exit from the meeting . ⋯⋯	A d j u s t e d b a s e d o n the A-share listing r e q u i r e m e n t s a n d actual situation of the Company

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APPENDIX VII DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Before amendments

Article 82

These rules shall take effect from the date of approval at the general meeting and listing of the overseas listed foreign shares (H shares) publicly issued by the Company on the SEHK. From the effective date of these rules, the original Rules of Procedure of the General Meetings shall automatically lapse.

After amendments Basis of amendments Article 82 A d j u s t e d b a s e d o n These rules shall take effect from the date of approval the A-share listing at the general meeting and ~~listing of the overseas~~ r e q u i r e m e n t s a n d ~~listed foreign shares (H shares) publicly issued by the~~ actual situation of the ~~Company on the SEHK. From the effective date of these~~ Company ~~rules, the original Rules of Procedure of the General Meetings shall automatically lapse~~ initial public offering of A shares by the Company and listing on the Shanghai Stock Exchange .

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DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF DIRECTORS

APPENDIX VIII

Before amendments		After amendments	Basis of amendments
Article 1 Purpose To further normalise the discussion methods and decision-making procedures of the Board of Directors for effective fulfilment of the duties of the directors and the Board, and to improve the rational operation and scientific decision-making of the Board, these rules are formulated in accordance with the relevant provisions of Company Law of the People’s Republic of China (the “Company Law”), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “HK Listing Rules”), the Articles of Association of Chengdu Expressway Co., Ltd. (the “Articles of Association”) and other relevant State laws and regulations.		Article 1 To further normalise the discussion methods and decision-making procedures of the Board of Directors for effective fulfilment of the duties of the directors and the Board, and to improve the rational operation and scientific decision-making of the Board, these rules are formulated in accordance with the relevant provisions of Company Law of the People’s Republic of China (the “Company Law”),the Securities Law of the People’s Republic of China (the“Securities Law”), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “HK Listing Rules”)~~,~~ and other relevant laws, regulations and the Articles of Association of Chengdu Expressway Co., Ltd. (the “Articles of Association”)~~and other relevant~~ ~~State laws and regulations~~ ~~.~~	A d j u s t e d b a s e d o n the A-share listing r e q u i r e m e n t s a n d actual situation of the Company
Article 2 The Board of Directors is the decision-making body of the Company, and is accountable to the shareholders’ general meeting. The Board of Directors shall perform its duties in accordance with the Company Law, the Articles of Association and other relevant laws, regulations and regulatory documents. The operation of the Board of Directors shall follow the principles of legal compliance, collective decision-making, professionalism and high efficiency.		Article 2 The Board of Directors is the decision-making body of the Company, and is accountable to the shareholders’ general meeting. The Board of Directors shall perform its duties in accordance with the Company Law,the Securities Law, the Articles of Association and other relevant laws, regulations and regulatory documentsas well as regulatory rules of the places where shares of the Company are listed .The operation of the Board of Directors shall follow the principles of legal compliance, collective decision-making, professionalism and high efficiency.	A d j u s t e d b a s e d o n the A-share listing r e q u i r e m e n t s a n d actual situation of the Company

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DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF DIRECTORS

APPENDIX VIII

Before amendments		After amendments		Basis of amendments
Article 3 The directors are elected by the general meetings for a term of three years. Upon expiration of the term of office of the directors, they may be re-elected and reappointed. The chairman and deputy chairman shall be elected and removed by more than one half of the directors. The term of office of the chairman and deputy chairman is three (3) years, renewable upon re-election and re- appointment. Directors are not required to hold shares in the Company.		Article 3 The directors are electedor replaced by the general meetings for a term of three yearsfrom the date of appointment up to the maturity of the term of office of the current Board .Upon expiration of the term of office of the directors, they may be re-elected and reappointed. The chairman and deputy chairman shall be elected and removed by more than one half of the directors. The term of office of the chairman and deputy chairman is three (3) years, renewable upon re-election and re- appointment. Directors are not required to hold shares in the Company.		Amended based on A r t i c l e 9 6 o f t h e Guidelines on Articles of Association of Listed C o m p a n i e s ( 2 0 2 2 revision)
Article 4 The chairman of the Board of Directors shall exercise the following functions and powers: (i) To preside over shareholders’ general meetings and to convene and preside over meetings of the Board of Directors; (ii) To inspect the implementation of resolutions passed by the Board of Directors; (iii) To sign the securities issued by the Company; (iv) To exercise other powers granted by the Board of Directors and as required by laws, regulations, normative documents and the regulatory rules of the place where the shares of the Company are listed.		Article 4 The chairman of the Board of Directors shall exercise the following functions and powers: (i) To preside over shareholders’ general meetings and to convene and preside over meetings of the Board of Directors; (ii) Tosupervise and inspect the implementation of resolutions passed by the Board of Directors; (iii) To sign the securities issued by the Company; (iv) To exercise other powers granted by the Board of Directors and as required by laws, regulations, normative documents and the regulatory rules of the places where the shares of the Company are listed.		Amended based on A r t i c l e 112 o f t h e Guidelines on Articles of Association of Listed C o m p a n i e s ( 2 0 2 2 revision)

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DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF DIRECTORS

APPENDIX VIII

Before amendments		After amendments	Basis of amendments
Article 8 The Board of Directors is established to report to the general meetings. The Board of Directors consists of 9 directors. The Board of Directors shall have 1 chairman, and may have 1 deputy chairman, 3 independent non- executive directors and the number of independent non- executive directors shall account for over one-third of the members of the Board of Directors.		Article 8 The Board of Directors is established to report to the general meetings. The Board of Directors consists of 9 directors. The Board of Directors shall have 1 chairman, and may have 1 deputy chairman. ~~, 3~~ At least one-third of the members of the Board shall be independent ~~non-executive~~ directors and~~the number of independent~~ ~~non-executive directors shall account for over one-third~~ ~~of the members of the Board of Directors~~ under no circumstances shall there be less than 3 independent directors .	Align with the Articles of Association
Article 9 The Board of Directors shall be accountable to the shareholders’ general meetings, and shall exercise the following powers: (i) To convene the shareholders’ general meetings and to report on its work to the shareholders’ general meetings; (ii) To implement the resolutions adopted by the shareholders’ general meetings; (iii) To determine the Company’s business plans and investment plans; (iv) To formulate the Company’s plans for annual financial budgets and final accounts; (v) To formulate the Company’s profit distribution plans and plans to cover losses; (vi) To formulate the plans for the increase or reduction of the Company’s registered capital and for the issuance of the Company’s bonds or other securities as well as the listing plans;		Article 9 The Board of Directors shall be accountable to the shareholders’ general meetings, and shall exercise the following powers: (i) To convene the shareholders’ general meetings and to report on its work to the shareholders’ general meetings; (ii) To implement the resolutions adopted by the shareholders’ general meetings; (iii) To determine the Company’s business plans and investment plans; (iv) To formulate the Company’s plans for annual financial budgets and final accounts; (v) To formulate the Company’s profit distribution plans and plans to cover losses; (vi) To formulate the plans for the increase or reduction of the Company’s registered capital and for the issuance of the Company’s bonds or other securities as well as the listing plans;	A m e n d m e n t s t o wordings and adjusted based on the A-share listing requirements and actual situation of the Company

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DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF DIRECTORS

APPENDIX VIII

Before amendments	After amendments	Basis of amendments
(vii) To formulate plans for major acquisitions, repurchase of the Company’s shares; (viii) To formulate plans for merger, division, dissolution or change of the corporate form of the Company; (ix) To determine, to the extent authorized by the shareholders’ general meetings, on such matters as the external investments, purchase or sale of assets, assets pledge, external guarantee, entrusted financing and related transactions of the Company. The Company shall not borrow or provide guarantees to natural persons, external entities without legal personality or overseas companies; (x) To decide on the establishment of the Company’s internal management organizations; (xi) To appoint or remove the Company’s general manager and the secretary of the Board of Directors, and, according to the nomination of the general manager, to appoint or remove the deputy general manager, chief financial officer, chief engineer and other senior management members and decide on their remuneration, bonus and punishment;	(vii) To formulate plans for major acquisitions, repurchase of the Company’s shares; (viii) To formulate plans for merger, division, dissolution or change of the corporate form of the Company; (ix) To determine, to the extent authorized by the shareholders’ general meetings, on such matters as the external investments, purchase or sale of assets, assets pledge, external guarantee, entrusted financing, ~~and~~ related transactionsand external donations of the Company. The Company shall not borrow or provide guarantees to natural persons, external entities without legal personality or overseas companies; (x) To decide on the establishment of the Company’s internal management organizations; (xi) To appoint or remove the Company’s general manager and the secretary of the Board of Directors, and, according to the nomination of the general manager, to appoint or remove the deputy general manager, chief financial officer, chief engineer and other senior management members and decide on their remuneration, bonus and punishment;

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DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF DIRECTORS

APPENDIX VIII

Before amendments		After amendments	Basis of amendments
(xii) To formulate the Company’s basic management policies; (xiii) To formulate the plans for the amendment to these Articles of Association; (xiv) To manage the information disclosure of the Company; (xv) To propose to the shareholders’ general meetings for retaining or replacement of the accounting firm that performs auditing for the Company; (xvi) To debrief the work report of the general manager of the Company and examine his work; (xvii) To exercise any other powers granted by the laws, regulations, the regulatory rules of the place where the shares of the company are listed, and other authorities provided by the shareholders’ general meetings and the Articles of Association. Other than the Board of Directors’ resolutions in respect of the matters specified in items (vi), (viii) and (xiii) of these rules which shall be passed by the affirmative votes of more than two-thirds of all directors, the Board of Directors’ resolutions in respect of all other matters may be passed by the affirmative votes of a majority of all the directors.		(xii) To formulate the Company’s basic management policies; (xiii) To formulate the plans for the amendment to these Articles of Association; (xiv) To manage the information disclosure of the Company; (xv) To propose to the shareholders’ general meetings for retaining or replacement of the accounting firm that performs auditing for the Company; (xvi) To debrief the work report of the general manager of the Company and examine his work; (xvii) To exercise any other powers granted by the laws, regulations, the regulatory rules of the places where the shares of the company are listed, and other authorities provided by the shareholders’ general meetings and the Articles of Association. Other than the Board of Directors’ resolutions in respect of the matters specified in items (vi), (viii) and (xiii) of these rulesor as required by the securities regulatory authorities and stock exchange(s) of the listing places which shall be passed by the affirmative votes of more than two-thirds of all directors, the Board of Directors’ resolutions in respect of all other matters may be passed by the affirmative votes of a majority of all the directors.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF DIRECTORS

APPENDIX VIII

Before amendments		After amendments	Basis of amendments
Article 12 Board meetings include regular meetings and interim meetings. Regular meetings of the Board shall be convened at least four times a year, approximately one meeting for every quarter, which shall be convened by the chairman of the Board of Directors and notify all directors, supervisors and general manager fourteen days in writing in advance. An interim board meeting is not subject to the notice time, but a reasonable notice shall be served on all directors, supervisors and general manager.		Article 12 Board meetings include regular meetings and interim meetings. Regular meetings of the Board shall be convened at least four times a year, approximately one meeting for every quarter, which shall be convened by the chairman of the Board of Directors and notify all directors, supervisors and general manager fourteen days in writing in advance. An interim board meeting is not subject to the notice time, but a reasonable notice shall be served on all directors, supervisors and general manager.The convener shall give explanations at the meeting and record the same in the meeting minutes.	Amended based on A r t i c l e 159 o f t h e Articles of Association
Article 19 The notice of the regular and interim meetings of the Board of Directors shall be served in such manners: The written notice affixed with the seal of the Board of Directors shall be served to all directors, supervisors and the general manager by a person, e-mail or fax or in the way permitted by the supervision rules in the place where the Company’s shares are listed. Where the above notice is served by e-mail or by fax, the Company shall make a confirmation through phone and keep a record. The time limit for notice: A notice of regular meetings of the Board of Directors shall be served fourteen days before the meetings, and a notice of interim meetings of the Board of Directors shall not be subject to the time limit, but a reasonable notice shall also be served to all directors, supervisors and the general manager. The convener shall explain at the meetings and record it in the minutes of the meetings. Where an interim Board meeting needs to be convened as soon as possible in emergency, the notice of meeting may be sent by telephone or by other oral means, but the convener shall make explanations at the meeting.		Article 19 The notice of the regular and interim meetings of the Board of Directors shall be served in such manners: The written notice affixed with the seal of the Board of Directors shall be served to all directors, supervisors and the general manager by a person, e-mail or fax or in the way permitted by the supervision rules in the places where the Company’s shares are listed. Where the above notice is served by e-mail or by fax, the Company shall make a confirmation through phone and keep a record. ~~The time limit for notice: A notice of regular meetings~~ ~~of the Board of Directors shall be served fourteen days~~ ~~before the meetings, and a notice of interim meetings of~~ ~~the Board of Directors shall not be subject to the time~~ ~~limit, but a reasonable notice shall also be served to~~ ~~all directors, supervisors and the general manager. The~~ ~~convener shall explain at the meetings and record it in~~ ~~the minutes of the meetings.~~ Where an interim Board meeting needs to be convened as soon as possible in emergency, the notice of meeting may be sent by telephone or by other oral means, but the convener shall make explanations at the meeting.	Deleted the duplicate content with Article 12

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DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF DIRECTORS

APPENDIX VIII

Before amendments	After amendments	Basis of amendments
Article 22 The meeting of the Board of Directors shall be attended by more than half of the directors (including those who entrust other directors to attend on their behalf).	Article 22 The meeting of the Board of Directors shall be attended by more than half of the directors (including those who entrust other directors to attend on their behalf).	Align with Rule 161 of the latest version of the Articles of Association
Article 24 A director may in principle accept the appointments to attend on behalf of up to 2 directors who are unable to attend the meeting in person. An independent non- executive director may only appoint another independent non-executive director to attend on his/her behalf. Non- related directors shall not appoint related directors to attend the meeting when considering related party transactions.	Article 24 A director may in principle accept the appointments to attend on behalf of up to 2 directors who are unable to attend the meeting in person. An independent~~non-~~ ~~executive~~ director may only appoint another independent ~~non-executive~~ director to attend on his/her behalf. Non- related directors shall not appoint related directors to attend the meeting when considering related party transactions.	A m e n d m e n t s t o wordings
Article 26 In principle, the Board meeting shall be convened by ways of on-site meetings. When necessary and as agreed by the convener (chairman) and proposer, a Board meeting may be convened through video, phone, facsimile, letter, e-mail or other means provided that all directors can fully express their opinions. The Board meeting may be also convened by ways of on-site meetings and other methods at the same time.	Article 26 In principle, the Board meeting shall be convened by ways of on-site meetings(refers to the meeting held on-site, through video, phone or by means of similar communication equipment) . At such meeting, so long as the participating director can hear and communicate with each other, all participating directors are deemed as if they had participated in the meeting in person. When necessary and as agreed by the convener (chairman) and proposer, resolutions submitted to a Board meeting mayalso be ~~convened~~ ~~a~~pproved through~~video, phone, facsimile,~~ ~~letter, e-mail or other means~~ such means as approved by laws, regulations and regulatory requirements provided that all directors can fully express their opinions.~~The Board meeting may be also convened by~~ ~~ways of on-site meetings and other methods at the same~~ ~~time.~~	A d j u s t e d b a s e d o n actual situation of the Company
	~~ways o~~ ~~time.~~
Article 38 The chairman of the meeting shall require the subject matter to be postponed for voting at the meeting if more than one half of the directors present at the meeting or more than two independent non-executive directors consider the proposal to be indefinite and unspecific, or where an informed judgement cannot be made due to other reasons including inadequate meeting materials. The directors who request postponing the voting shall provide specific requirements on the conditions to be met for resubmitting the said proposal for consideration.	Article 38 The chairman of the meeting shall require the subject matter to be postponed for voting at the meeting if more than one half of the directors present at the meeting or more than two independent~~non-executive~~ directors consider the proposal to be indefinite and unspecific, or where an informed judgement cannot be made due to other reasons including inadequate meeting materials. The directors who request postponing the voting shall provide specific requirements on the conditions to be met for resubmitting the said proposal for consideration.	A m e n d m e n t s t o wordings

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DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF DIRECTORS

APPENDIX VIII

Before amendments	After amendments	Basis of amendments
Article 43 Archives for meetings of the Board of Directors shall be produced by the Company. Archives of board meetings, including notices of meeting, meeting documents, attendance book, power of attorney for attendance by proxy, votes, meeting minutes signed by the attending directors, meeting summaries, records of resolutions, announcement of resolutions, etc., shall be kept by the secretary to the Board.	Article 43 Archives for meetings of the Board of Directors shall be produced by the Company. Archives of board meetings, including notices of meeting, meeting documents, attendance book, power of attorney for attendance by proxy, votes, meeting minutes signed by the attending directors, meeting summaries, records of resolutions, announcement of resolutions(if required) ,etc., shall be kept by the secretary to the Board.	A d j u s t e d b a s e d o n actual situation of the Company
Article 45 The Company shall have a secretary of the Board of Directors. The secretary of the Board of Directors shall be a senior management member of the Company.	Article 45 The Company shall have a secretary of the Board of Directors. The secretary of the Board of Directors shall be a senior management member of the Company, who shall be responsible for preparation of shareholders’ meeting and Board meeting, document storage and shareholder information management, information disclosure matters, etc. The secretary to the Board of Directors shall comply with relevant provisions of laws, administrative regulations, departmental rules and the Articles of Association .	Amended based on A r t i c l e 133 o f t h e Guidelines on Articles of Association of Listed C o m p a n i e s ( 2 0 2 2 revision)
Article 57 These rules shall take effect from the date of approval at the general meeting and listing of the overseas listed foreign shares (H shares) publicly issued by the Company on the SEHK. From the effective date of these rules, the original Rules of Procedure of the Board of Directors shall automatically lapse. These rules shall be interpreted by the Board.	Article 57 These rules shall take effect from the date of approval at the general meeting and~~listing of the overseas~~ ~~listed foreign shares (H shares) publicly issued by the~~ ~~Company on the SEHK. From the effective date of~~ ~~these rules, the original Rules of Procedure of the Board~~ ~~of Directors shall automatically lapse~~ initial public offering of A shares by the Company and listing on the Shanghai Stock Exchange . These rules shall be interpreted by the Board.	A d j u s t e d b a s e d o n actual situation of the Company

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APPENDIX IX DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE SUPERVISORY COMMITTEE

Before amendments		After amendments	Basis of amendments
Article 1 Purpose To further standardise the procedures and voting process of the Supervisory Committee of Chengdu Expressway Co., Ltd. (the “Company”), facilitate the supervisors and the Supervisory Committee to effectively perform supervising duties, and improve standardised operation and scientific decision-making process of the Supervisory Committee, these rules are formulated in accordance with relevant provisions of the Company Law of the People’s Republic of China (the “Company Law”), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “HK Listing Rules”) and relevant laws, regulations and regulatory documents, as well as the Articles of Association of Chengdu Expressway Co., Ltd. (the “Articles of Association”).		Article 1 ~~Purpose~~ To further standardise the procedures and voting process of the Supervisory Committee of Chengdu Expressway Co., Ltd. (the “Company”), facilitate the supervisors and the Supervisory Committee to effectively perform supervising duties, and improve standardised operation and scientific decision-making process of the Supervisory Committee, these rules are formulated in accordance with relevant provisions of the Company Law of the People’s Republic of China (the “Company Law”),the Securities Law of the People’s Republic of China (the“Securities Law”), Rules for Corporate Governance of Listed Companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “HK Listing Rules”) and relevant laws, regulations and regulatory documents, as well as the Articles of Association of Chengdu Expressway Co., Ltd. (the “Articles of Association”).	A d d e d a p p l i c a b l e CSRC requirements for A-share listing
Article 3 The Company shall establish a Supervisory Committee. The Supervisory Committee shall comprise of 5 supervisors, of whom the employee representatives shall account for not less than one-third.		Article 3 The Company shall establish a Supervisory Committee. The Supervisory Committee shall comprise of 5 supervisors,~~of whom the employee representatives~~ ~~shall account for not less than one-third~~ including 3 shareholder representative supervisors and 2 employee representative supervisors .	Amended based on A r t i c l e 189 o f t h e Articles of Association

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DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE SUPERVISORY COMMITTEE

APPENDIX IX

Before amendments	After amendments	Basis of amendments
Article 5 A person falling in any circumstance provided in Article 146 of the Company Law shall not be appointed as a supervisor. For any election and appointment of a supervisor in contravention of the provisions prescribed by this Article, such election or appointment shall be void and null.	Article 5 A person falling in any circumstance provided in~~Article~~ ~~146 of the Company Law~~ Article 196 of the Articles of Association shall not be appointed as a supervisor. For any election and appointment of a supervisor in contravention of the provisions prescribed by this Article, such election or appointment shall be void and null.	Amended based on A r t i c l e 196 o f t h e Articles of Association
Article 11 ⋯⋯ (ii) To supervise the directors and senior management members’ activities in performing duties of the Company, propose for removal of any director or senior management member in violation of any laws, administrative regulations, the regulatory rules of the place where the shares of the Company are listed, the Articles of Association or the resolutions of the shareholders’ general meetings; ⋯⋯	Article 11 ⋯⋯ (ii) To supervise the directors and senior management members’ activities in performing duties of the Company, propose for removal of any director or senior management member in violation of any laws, administrative regulations, the regulatory rules of the places where the shares of the Company are listed, the Articles of Association or the resolutions of the shareholders’ general meetings; ⋯⋯	A m e n d m e n t s t o wordings
Article 11 ⋯⋯ (ii) To supervise the directors and senior management members’ activities in performing duties of the Company, propose for removal of any director or senior management member in violation of any laws, administrative regulations, the regulatory rules of the place where the shares of the Company are listed, these Articles of Association or the resolutions of the shareholders’ general meetings; ⋯⋯ (ix) Such other powers as provided by these Articles of Association. Supervisors could attend meetings of the Board of Directors as non-voting delegates.	Article 11 ⋯⋯ (ii) To supervise the directors and senior management members’ activities in performing duties of the Company, propose for removal of any director or senior management member in violation of any laws, administrative regulations, the regulatory rules of the places where the shares of the Company are listed, these Articles of Association or the resolutions of the shareholders’ general meetings; ⋯⋯ (ix) Such other powers as provided by the~~se~~ Articles of Association. Supervisors could attend meetings of the Board of Directors as non-voting delegates, and deliver enquiries or suggestions regarding resolutions passed at the Board meetings .	A m e n d m e n t s t o wordings and newly added based on Article 191 of the Articles of Association

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DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE SUPERVISORY COMMITTEE

APPENDIX IX

Before amendments		After amendments	Basis of amendments
Article 12 Meetings of the Supervisory Committee include regular meetings and interim meetings. Meetings of the Supervisory Committee shall be held at least twice every year and once every six months, and convened by the chairman of the Supervisory Committee. ⋯⋯ Rule 14 Meetings of the Supervisory Committee shall be convened and presided by the chairman of the Supervisory Committee. If the chairman of the Supervisory Committee is unable or fails to perform his duties, the vice chairman of the Supervisory Committee shall convene and preside over the meeting; if the vice chairman is unable or fails to perform his duties, a supervisor shall be jointly elected by more than a half of the supervisors to convene and preside over the meeting.		Article 12 Meetings of the Supervisory Committee include regular meetings and interim meetings. Meetings of the Supervisory Committee shall be held at least twice every year and once every six months. ~~and convened by the chairman of the Supervisory~~ ~~Committee.~~ Meetings of the Supervisory Committee shall be convened and presided by the chairman of the Supervisory Committee. If the chairman of the Supervisory Committee is unable or fails to perform his duties,~~the vice chairman of the Supervisory Committee~~ ~~shall convene and preside over the meeting; if the vice~~ ~~chairman is unable or fails to perform his duties,~~ a supervisor shall be jointly elected by more than a half of the supervisors to convene and preside over the meeting.	Amended based on A r t i c l e 190 o f t h e Articles of Association. integrating Article 12 and Article 14 of the original rules of procedure
Article 15 ⋯⋯ For each meeting of the Supervisory Committee, the staff member shall serve a meeting notice affixed with the seal of the Supervisory Committee to the supervisors in person, by mail, fax, e-mail or telephone fourteen days before convening the meeting. The indirect delivery shall also be confirmed by telephone and recorded.		Article 13 For eachregular meeting of the Supervisory Committee, the staff member shall serve a meeting notice~~affixed~~ ~~with the seal of the Supervisory Committee~~ to the supervisors in person, by mail, fax, e-mail or telephone fourteen days before convening the meeting. The indirect delivery shall also be confirmed by telephone and recorded.An interim meeting of the Supervisory Committee is not subject to the notice time, but a reasonable notice shall be served on all directors, supervisors and general manager. The convener shall give explanations at the meeting and record the same in the meeting minutes.	Amended based on A r t i c l e 192 o f t h e Articles of Association, a n d a d j u s t e d t h e sequence of the original Article 15 of these rules

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APPENDIX IX

DETAILS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE SUPERVISORY COMMITTEE

Before amendments		After amendments	Basis of amendments
Article 15 Under justifiable reasons, a supervisor has the right to request the chairman of the Supervisory Committee to convene an interim meeting. ⋯⋯ Article 12 ⋯⋯ The chairman of the Supervisory Committee shall convene an interim meeting of the Supervisory Committee within ten days under one of the following circumstances: (i) Whenever any supervisor so requests; (ii) Whenever a general meeting or a Board meeting passed resolutions in violation of the provisions and requirements of laws, regulations, rules and supervisory authorities, the Articles of Association, the resolutions of general meeting and other relevant provisions; (iii) Whenever the malpractice of the directors and senior managements may cause material damage or result in material adverse effect in the market; (iv) Whenever the Company, directors, supervisors and senior management are initiated a lawsuit by shareholders; (v) Whenever the Company, directors, supervisors and senior management are punished by securities regulatory authorities or censured publicly by the Shanghai Stock Exchange; (vi) Whenever the securities regulatory authorities so requests; and (vii) Other circumstances provided by the Articles of Association.		Article 14 Under justifiable reasons, a supervisor has the right to request the chairman of the Supervisory Committee to convene an interim meeting. The chairman of the Supervisory Committee shall convene an interim meeting of the Supervisory Committee~~within ten days~~ under one of the following circumstances: (i) Whenever any supervisor so requests; (ii) Whenever a general meeting or a Board meeting passed resolutions in violation of the provisions and requirements of laws, regulations, rules and supervisory authorities, the Articles of Association, the resolutions of general meeting and other relevant provisions; (iii) Whenever the malpractice of the directors and senior managements may cause material damage or result in material adverse effect in the market; (iv) Whenever the Company, directors, supervisors and senior management are initiated a lawsuit by shareholders; (v) Whenever the Company, directors, supervisors and senior management are punished by securities regulatory authorities orsanctioned, such as censured publicly by the~~Shanghai Stock Exchange~~ stock exchange(s) of the places where shares of the Company are listed ; (vi) Whenever the securities regulatory authorities so requests; and (vii) Other circumstances provided by the Articles of Association.	Integrating the original Article 12 and Article 15, and amended based on CSRC requirements for A-share listing

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Before amendments	After amendments	Basis of amendments
Article 13 Where the supervisors propose to convene an interim meeting, written proposal signed by the supervisors who propose shall be submitted to the chairman of the Supervisory Committee directly or through the Supervisory Committee Office. ⋯⋯	Article 1~~3~~ ~~5~~ Where the supervisors propose to convene an interim meeting, written proposal signed by the supervisors who propose shall be submitted to the chairman of the Supervisory Committee directly or through the Supervisory Committee Office. ⋯⋯	Adjusted sequence to align with the context a n d r e n u m b e r t h e original Article 13
Article 17 The meeting of the Supervisory Committee shall be held only with presence of more than two-thirds of the supervisors. The secretary of the board of directors may attend the meeting of the Supervisory Committee.	Article 17 The meeting of the Supervisory Committee shall be held only with presence of more than two-thirds of the supervisors.A supervisor shall attend the meeting of the Supervisory Committee in person. Where a supervisor is unable to attend for certain reasons, he/she may appoint in writing another supervisor to attend the meetings of the Supervisory Committee on his/her behalf. The instrument of proxy shall specify the scope of authorisation. The secretary of the board of directors may attend the meeting of the Supervisory Committee.	Amended based on A r t i c l e 192 o f t h e Articles of Association
Article 28 These rules shall take effect from the date of approval at the general meeting and listing of the overseas listed foreign shares (H shares) publicly issued by the Company on the SEHK. From the effective date of these rules, the original Rules of Procedure of the Supervisory Committee shall automatically lapse.	Article 28 These rules shall take effect from the date of approval at the general meeting and~~listing of the overseas~~ ~~listed foreign shares (H shares) publicly issued by the~~ ~~Company on the SEHK. From the effective date of these~~ ~~rules, the original Rules of Procedure of the Supervisory~~ ~~Committee shall automatically lapse~~ initial public offering of A shares by the Company and listing on the Shanghai Stock Exchange .	Amended based on the CSRC requirements on A-share listing
	~~rules, the original Rules of Procedure of~~
	~~Committee shall automatically lapse~~ offering of A shares by the Company
	the Shanghai Stock Exchange .

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT RULES ON RELATED PARTY (CONNECTED) TRANSACTIONS OF CHENGDU EXPRESSWAY CO., LTD.

Before amendments		After amendments		Basis of amendments
Name of the Rules: Management Rules on Connected Transactions of Chengdu Expressway Co., Ltd.		Name of the Rules: Management Rules onRelated Party ( Connected) Transactions of Chengdu Expressway Co., Ltd.		Amended based on t h e d i f f e r e n c e s i n domestic and overseas requirements and with reference to practices of similar listed companies N o t e : t h e t e r m “ c o n n e c t e d ” a s contained herein have been entirely amended a s “ r e l a t e d p a r t y (connected)”, and hence will not be presented on a separate basis

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT RULES ON RELATED PARTY (CONNECTED) TRANSACTIONS OF CHENGDU EXPRESSWAY CO., LTD.

Before amendments		After amendments	Basis of amendments
Article 1 In order to govern connected transaction behaviours and management over connected transactions of Chengdu Expressway Co., Ltd. (the “Company, together with its subsidiaries, the “Group”), control the risks associated with connected transactions, and ensure that the connected transactions are legitimate, fair and reasonable, thus protecting overall interests of the Company and its shareholders and supporting its safe and sound business operation, these rules are formulated in accordance with the Company Law of the People’s Republic of China, the Companies Ordinance (Cap. 662 of the Laws of Hong Kong), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “SEHK Listing Rules”) and the Articles of Association of Chengdu Expressway Co., Ltd. (the “Articles of Association”), as well as relevant laws, regulations, rules and regulatory documents.		Article 1 In order to governrelated party ( connected) transaction behaviours and management overrelated party ( connected) transactions of Chengdu Expressway Co., Ltd. (the “Company, together with its subsidiaries, the “Group”), control the risks associated withrelated party ( connected) transactions, and ensure that the related party ( connected) transactions are legitimate, fair and reasonable, thus protecting overall interests of the Company and its shareholders and supporting its safe and sound business operation, these rules 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 Companies Ordinance (Cap. 662 of the Laws of Hong Kong), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “SEHK Listing Rules”),the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (revised in January 2022) (the“SSE Listing Rules”), Self-regulatory Guideline No. 5 on Listed Companies of the Shanghai Stock Exchange– Transactions and Related Party Transactions and other applicable laws, regulations, rules and regulatory documents, the securities regulatory rules of the places where shares of the Company are listed and the Articles of Association of Chengdu Expressway Co., Ltd. (the “Articles of Association”)~~as well as relevant laws, regulations, rules~~ ~~and regulatory documents~~ .	S u p p l e m e n t e d a n d a d j u s t e d b a s e d o n the requirements of the proposed A-share o f f e r i n g o f t h e Company

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT RULES ON RELATED PARTY (CONNECTED) TRANSACTIONS OF CHENGDU EXPRESSWAY CO., LTD.

Before amendments		After amendments	Basis of amendments
Article 2 These rules shall apply to the Group. Connected transaction(s) referred to in these rules shall have the same meanings as those defined in the SEHK Listing Rules; and connected person(s) referred to in these rules shall have the same meanings as those defined in the SEHK Listing Rules. “Subsidiary” within the meaning of these rules refers to: ⋯⋯		Article 2 These rules shall apply to the Group. ~~Connected transaction(s) referred to in these rules~~ ~~shall have the same meanings as those defined in the~~ ~~SEHK Listing Rules; and connected person(s) referred~~ ~~to in these rules shall have the same meanings as those~~ ~~defined in the SEHK Listing Rules.~~ “Subsidiary” within the meaning of these rules refers to: ⋯⋯	Deleted based on the requirements of the p r o p o s e d A - s h a r e offering, and related p a r t i e s ( c o n n e c t e d persons) and related p a r t y ( c o n n e c t e d ) transactions are defined in Chapter II and III of these rules
Article 3 A connected transaction between any member of the Group and a connected person shall be governed by a written agreement that meets the requirements of the SEHK Listing Rules, which shall be entered into in the principles of equality, willingness and fair value and contain clear and specific terms. The Company shall report, disclose and/or seek approval from independent shareholders (as the case may be) for the entering into, modification, termination and performance of agreements on connected transactions in accordance with relevant requirements, except those that meet the conditions of exemption under the SEHK Listing Rules and/or are exempted by The Stock Exchange of Hong Kong Limited (the “SEHK”).		Article 3 Arelated party ( connected) transaction between any member of the Group and arelated party ( connected person) shall be governed by a written agreement that meets the requirements ofthe SSE Listing Rules and the SEHK Listing Rules, which shall be entered into in the principles of equality, willingness and fair value and contain clear and specific terms. The Company shall report, disclose and/or seek approval from independent shareholders (as the case may be) for the entering into, modification, termination and performance of agreements onrelated party ( connected) transactions in accordance with relevant requirements, except those that meet the conditions of exemption underthe SSE Listing Rules and the SEHK Listing Rules~~and/~~ or are exempted by The Stock Exchange of Hong Kong Limited (the “SEHK”)or the Shanghai Stock Exchange (the “SSE”) .	S u p p l e m e n t e d a n d a d j u s t e d b a s e d o n the requirements of the proposed A-share o f f e r i n g o f t h e Company

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT RULES ON RELATED PARTY (CONNECTED) TRANSACTIONS OF CHENGDU EXPRESSWAY CO., LTD.

Before amendments		After amendments	Basis of amendments
Article 4 The connected transactions shall be conducted on an impartial, fair and open basis, with transaction terms (including prices) that should be in principle not less favourable for the Group than those offered to the Group by independent third parties in the market or not more favourable than those offered to independent third parties in the market by the Group (“normal commercial terms or better”). The Company shall fully disclose the pricing and requirement basis of connected transactions that are discloseable in accordance with the SEHK Listing Rules, relevant guidelines as amended or supplemented from time to time and its listing decision.		Article 4 Therelated party ( connected) transactions shall be conducted on an impartial, fair and open basis, with transaction terms (including prices) that should be in principle not less favourable for the Group than those offered to the Group by independent third parties in the market or not more favourable than those offered to independent third parties in the market by the Group (“normal commercial terms or better”). The Company shall fully disclose the pricing and requirement basis ofrelated party ( connected) transactions that are discloseable in accordance withthe SSE Listing Rules, the SEHK Listing Rules, relevant guidelines as amended or supplemented from time to time and its listing decision.	S u p p l e m e n t e d a n d a d j u s t e d b a s e d o n the requirements of the proposed A-share o f f e r i n g o f t h e Company
		Article 5 Related parties (connected persons) of the Company include those that fall in the definition of domestic securities regulatory rules such as the SSE Listing Rules and those that fall in the definition of Hong Kong securities regulatory rules such as the SEHK Listing Rules.	Newly added based on the requirements o f t h e p r o p o s e d A-share offering of the Company

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT RULES ON RELATED PARTY (CONNECTED) TRANSACTIONS OF CHENGDU EXPRESSWAY CO., LTD.

Before amendments		After amendments	Basis of amendments
		Article 6 Pursuant to the SSE Listing Rules, related parties (connected persons) include related party (connected) legal persons (or other organisations) and related party (connected) natural persons. Related party (connected) legal persons (or other organisations) include: (I) legal persons (or other organisations) exercising direct or indirect control over the Company; (II) legal persons (or other organisations) (other than the Company, its controlled subsidiaries and other entities under its control) which are under direct or indirect control by the legal persons (or other organisations) as specified in the preceding subparagraph; (III) legal persons (or other organisations) (other than the Company, its controlled subsidiaries and other entities under its control) which are under direct or indirect control by a related party (connected) natural person or in which such person assumes the position as director (excluding the independent directors concurrently serving at both parties) or senior management member;	Newly added based on Rules 6.3.3 and 6.3.4 of the SSE Listing Rules

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT RULES ON RELATED PARTY (CONNECTED) TRANSACTIONS OF CHENGDU EXPRESSWAY CO., LTD.

Before amendments		After amendments	Basis of amendments
		(IV) legal persons (or other organisations) holding 5% or more shares of the Company and the parties acting in concert with them; (V) other legal persons (or other organisations) deemed by the China Securities Regulatory Commission (the“CSRC”), the SSE or the Company in the principle of prioritising substance over form as having special connections with the Company and potentially or actually exploiting the Company for its own interests. Related party (connected) natural persons include: (I) natural persons each holding 5% or more shares of the Company directly or indirectly; (II) directors, supervisors and senior management members of the Company; (III) directors, supervisors and senior management members of the legal persons (or other organisations) exercising direct or indirect control over the Company; (IV) close family members of the persons referred to in subparagraphs (I) and (II) of this paragraph; (V) other natural persons deemed by the CSRC, the SSE or the Company in the principle of prioritising substance over form as having special connections with the Company and potentially or actually exploiting the Company for its own interests.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT RULES ON RELATED PARTY (CONNECTED) TRANSACTIONS OF CHENGDU EXPRESSWAY CO., LTD.

Before amendments		After amendments	Basis of amendments
		A legal person (or other organisation) or natural person that falls in any of the aforesaid circumstances within the past 12 months or within 12 months after the relevant agreement or arrangement comes into effect is a related party (connected person) of the Company. Where the Company and a legal person (or other organisation) set out in subparagraph (II) of paragraph 2 of this article are controlled by a same state-owned asset management institution, which falls in the circumstance described therein, it shall not constitute a related party (connected) relationship, unless its legal representative, chairman, general manager or a majority of directors serves concurrently as director, supervisor or senior management member of the Company.
		Article 9 Related party (connected) transactions of the Company include those that fall in the definition of domestic securities regulatory rules such as the SSE Listing Rules and those that fall in the definition of Hong Kong securities regulatory rules such as the SEHK Listing Rules.	Newly added based on the requirements o f t h e p r o p o s e d A-share offering of the Company

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT RULES ON RELATED PARTY (CONNECTED) TRANSACTIONS OF CHENGDU EXPRESSWAY CO., LTD.

Before amendments		After amendments	Basis of amendments
		Article 10 Pursuant to the SSE Listing Rules, related party (connected) transactions refer to the transfer of resources or obligations between the Company, its controlled subsidiaries and other entities under its control as a party and related parties (connected persons) of the Company as the other party, including: (I) acquisition or disposal of assets; (II) outbound investment (including entrusted asset management, investment in subsidiaries, etc.); (III) provision of financial assistance (including interest-bearing or interest-free loans, entrusted loans, etc.); (IV) provision of guarantee (including guarantees for controlled subsidiaries); (V) assets lease-in or lease-out; (VI) entrusting or entrusted asset and business management;	Newly added based on Rules 6.3.2 and 6.1.1 of the SSE Listing Rules

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT RULES ON RELATED PARTY (CONNECTED) TRANSACTIONS OF CHENGDU EXPRESSWAY CO., LTD.

Before amendments		After amendments	Basis of amendments
		(VII) assets donation or acceptance of donated assets; (VIII) creditor’s right or debt restructuring; (IX) execution of licensing agreement; (X) transfer or taking over of research and development projects; (XI) waiver of rights (including waiver of right of first refusal, pre-emptive right for capital contribution, etc.); (XII) purchase of raw materials, fuel and power; (XIII) sale of products and commodities; (XIV) rendering or receipt of services; (XV) entrusting or entrusted sale; (XVI) deposit and loan business; (XVII) co-investment with related parties (connected persons); (XVIII) other transactions that may result in transfer of resources or obligations under an agreement; (XIX) other transactions defined by the SSE.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT RULES ON RELATED PARTY (CONNECTED) TRANSACTIONS OF CHENGDU EXPRESSWAY CO., LTD.

Before amendments	After amendments	After amendments	Basis of amendments
Article 7 Connected transactions within the meanings of these rules refer to⋯⋯	Article 11 Pursuant to the SEHK Listing Rules, related party ( connected) transactions within the meanings of these rules refer to⋯⋯		Specify the basis of application scope of this article
Article 8 “Transactions” referred to in this chapter include both capital and revenue nature transactions⋯⋯	Article 12 “Transactions” referred to in include both capital and reven	Article 11 of this chapter ue nature transactions⋯⋯	S p e c i f y t h e c r o s s - reference
Article 13 (I) 6. The Audit and Supervision Department of the Company shall take the lead, supported by the Financial Management Department, to compile financial test sheets for the proposed connected transactions in accordance with the requirements of the SEHK Listing Rules; and make a judgment on the approval procedures required for connected transactions according to the test results;	Article 17 (I) 6. The Audit and Supervision Department of the Company shall take the lead, supported by the Financial Management Department, toprepare or compile financial test sheetsor other financial data for the proposedrelated party ( connected) transactions in accordance with the requirements ofthe SSE Listing Rules and the SEHK Listing Rules; and make a judgment on the approval procedures required for related party ( connected) transactions according to the test resultsor calculation data ;		A d j u s t e d b a s e d o n actual situation upon A-share listing
Article 13 (III) The Board Office exercises the following duties and powers: 1. The Board Office of the Company is responsible for reviewing whether the connected transactions involve approvals of the Board of Directors and the independent shareholders, and is responsible for reviewing and determining whether it involves announcement, circular, independent financial advice, annual review and other information disclosure matters; 2. Oversee information disclosure matters such as announcements of connected transactions, and ensure accuracy and consistency of information disclosure.	Article 17 (III) The Board Office exercises the following duties and powers: 1. The Board Office of the Company is responsible for reviewing whether therelated party ( connected) transactions involve approvals of the Board of Directors and the~~independent shareholders~~ general meeting , and is responsible for reviewing and determining whether it involves announcement, circular, independent financial advice, annual review and other information disclosure matters; 2. Oversee information disclosure matters such as announcements ofrelated party ( connected) transactions, and ensure accuracy and consistency of information disclosure~~.~~ ~~;~~ 3. Organise decision-making procedures of the general meeting and the Board of Directors for related party (connected) transactions.		Newly added based on actual situation upon A-share listing

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT RULES ON RELATED PARTY (CONNECTED) TRANSACTIONS OF CHENGDU EXPRESSWAY CO., LTD.

Before amendments	After amendments	Basis of amendments
Article 13 (IV)	Article 17 (IV) 5. Other matters including accounting records, accounting, reports and statistics relevant to related party (connected) transactions.	Newly added based on practices of A-share companies

Article 15 Management on connected transactions of subsidiaries (I) Each subsidiary shall designate a department for centralised management of connected transactions, which shall perform management duties for connected transactions of the subsidiary, as guided by the Audit and Supervision Department, department governing connected transactions, the Board Office, the Finance Department and other departments of the Company. Department governing connected transactions of the Company refers to the department responsible for management of specific connected transactions proposed to be conducted by the subsidiaries. (II) Duties of the department governing connected transactions include:⋯⋯ (III) ⋯⋯department governing connected transactions⋯⋯	Article 19 Management onrelated party ( connected) transactions of subsidiaries (I) Each subsidiary shall designate a department for centralised management ofrelated party ( connected) transactions, which shall perform management duties for related party ( connected) transactions of the subsidiary, as guided by the Audit and Supervision Department, ~~department governing connected transactions,~~ the Board Office, the Finance Department and other departments of the Company.~~Department governing~~ ~~connected transactions of the Company refers to the~~ ~~department responsible for management of specific~~ ~~connected transactions proposed to be conducted by the~~ ~~subsidiaries.~~ (II) Duties of the~~department governing connected~~ ~~transactions~~ Audit and Supervision Department include:⋯⋯ (III) ⋯⋯ ~~department governing connected~~ ~~transactions~~ ~~⋯~~⋯	In day-to-day business operations, duties of the department governing connected transactions are performed by the Audit and Supervision Department, and thus adjusted based on actual situation
	~~transactions~~ include:⋯⋯ (III) ⋯⋯ ~~transactions~~ ~~⋯~~

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT RULES ON RELATED PARTY (CONNECTED) TRANSACTIONS OF CHENGDU EXPRESSWAY CO., LTD.

Before amendments		After amendments	Basis of amendments
		Article 20 The decision-making process for related party (connected) transactions proposed by the Company within the meaning of the SSE Listing Rules is as follows: (I) A transaction of RMB300,000 or above in value (including liabilities and costs assumed) with related party (connected) natural persons or a transaction of RMB3,000,000 or above in value (including liabilities and costs assumed) with related party legal persons (or other organisations) and representing 0.5% or more of the latest audited net assets (in absolute value) of the Company shall be timely disclosed after being reviewed and approved by the Board of Directors. (II) A transaction of RMB30,000,000 or above in value (including liabilities and costs assumed) with related parties (connected persons) and representing 5% or more of the latest audited net assets (in absolute value) of the Company are subject to Article 6.1.6 of the SSE Listing Rules on disclosure of audit report or valuation report and shall be submitted to the general meeting for consideration, unless no audit or valuation is required in accordance with the SSE Listing Rules.	Newly added based on Rules 6.3.6 and 6.3.7 of the SSE Listing Rules and with reference to practices of other listed companies

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT RULES ON RELATED PARTY (CONNECTED) TRANSACTIONS OF CHENGDU EXPRESSWAY CO., LTD.

Before amendments		After amendments	Basis of amendments
		(III) In the case of an equity joint venture being established by the Company and its related parties (connected persons) where the capital contribution of the Company reaches the threshold specified in subparagraph (II) of this article, if all the inventors are to contribute in cash and their shareholdings in the established joint venture are determined based on the proportion of capital contribution, the requirements on submitting to the general meeting for consideration may be exempted. (IV) Where a related party (connected) transaction of the Company does not reach the threshold specified in subparagraph (II) of this article but it is to be submitted to the general meeting for consideration as required by the CSRC or the SSE under the principle of prudence, required by the Articles of Association or other rules or on a voluntary basis, consideration procedures and disclosure obligations shall be fulfilled in accordance with subparagraph (II) of this article and the relevant requirements on audit or valuation shall apply.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT RULES ON RELATED PARTY (CONNECTED) TRANSACTIONS OF CHENGDU EXPRESSWAY CO., LTD.

Before amendments		After amendments	Basis of amendments
		Article 21 In considering a related party (connected) transaction, the Company shall strictly follow the rules on abstaining from voting by related party (connected) directors and related party (connected) shareholders. In considering a related party (connected) transaction within the meaning of the SSE Listing Rules at a board meeting of the Company, related party (connected) directors shall abstain from voting for themselves or on behalf of other directors. The board meeting may be convened with attendance of a simple majority of non-related party (connected) directors, and resolutions must be passed by a simple majority of non-related party (connected) directors at the board meeting. If less than three non-related party (connected) directors are present at the board meeting, the transaction shall be submitted to the general meeting for consideration. In considering a related party (connected) transaction at a general meeting of the Company, related party (connected) shareholders shall abstain from voting for themselves or on behalf of other shareholders.	Newly added based o n A r t i c l e 3 o f S e l f - r e g u l a t o r y Guideline No. 5 on L i s t e d C o m p a n i e s o f t h e S h a n g h a i S t o c k E x c h a n g e – T r a n s a c t i o n s a n d R e l a t e d P a r t y ( C o n n e c t e d ) Transactions and Rules 6.3.8 and 6.3.9 of the SSE Listing Rules

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT RULES ON RELATED PARTY (CONNECTED) TRANSACTIONS OF CHENGDU EXPRESSWAY CO., LTD.

Before amendments		After amendments	Basis of amendments
		Article 22 For the following related party (connected) transactions of the Company within the meaning of the SSE Listing Rules that are conducted within 12 consecutive months, requirements in Article 20 hereof shall apply on an aggregation basis: (I) transactions with a same related party (connected person); or (II) transactions with different related parties (connected persons) for the targets of a same transaction category. The term“same related party (connected person)” referred to above shall include other related parties (connected persons) under common control over that related party (connected person) or involving controlling shareholding interest each other.	Newly added based on Rule 6.3.15 of the SSE Listing Rules
		Article 23 Pursuant to the SSE Listing Rules, transactions in the following circumstances between the Company and its related parties may be exempted from consideration and disclosure requirements otherwise applicable to related party transactions: (I) where the Company unilaterally obtains benefits without paying a consideration and without assuming any obligations, including receipt of donated cash assets, receipt of debt relief, receipt of guarantees and financial assistance at nil consideration;	Newly added based on Rule 6.3.18 of the SSE Listing Rules

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT RULES ON RELATED PARTY (CONNECTED) TRANSACTIONS OF CHENGDU EXPRESSWAY CO., LTD.

Before amendments		After amendments	Basis of amendments
		(II) where a related party (connected person) provides funds to the Company at an interest rate not higher than those quoted in the lending market, for which the Company is not required to provide a guarantee; (III) where a party subscribes in cash for shares, corporate debentures or enterprise bonds, convertible bonds or other derivatives publicly offered by the other party; (IV) where a party as a syndicate member underwrites shares, corporate debentures or enterprise bonds, convertible bonds or other derivatives publicly offered by the other party; (V) where a party collects dividends, bonus or compensation pursuant to a resolution of the general meeting of the other party; (VI) where a party participates in an open bid or auction of the other party, unless it is difficult to establish a fair price through a bid or auction; (VII) where the Company provides products and services to related party (connected) natural persons defined in subparagraphs (II) to (IV) of paragraph 3 of Article 6 hereof on the same transaction terms for a person who is not a related party (connected person); (VIII) where the pricing of related party (connected) transactions is prescribed by the state; (IX) other transactions defined by the SSE.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT RULES ON RELATED PARTY (CONNECTED) TRANSACTIONS OF CHENGDU EXPRESSWAY CO., LTD.

Before amendments		After amendments		Basis of amendments
Article 16 The decision-making process for connected transactions is as follows: ⋯⋯		Article 24 The decision-making process forrelated party ( connected) transactions proposed by the Company within the meaning of the SEHK Listing Rules is as follows: ⋯⋯		Specify the application scope
Article 17 Disclosure of connected transactions (I) All connected transactions shall be disclosed on a timely, truthful and complete basis and in annual reports of the Company as required, except for those that are not required or meet the exemption conditions under the SEHK Listing Rules or for which a waiver from disclosure has been granted by the SEHK. (II) The Company shall prepare and publish announcements and circulars in accordance with the requirements of the SEHK Listing Rules. In the course of preparing announcements and circulars, the Company may seek advice from professional advisors on how to comply with the SEHK Listing Rules.		Article 25 Disclosure ofrelated party ( connected) transactions (I) Allrelated party ( connected) transactions shall be disclosed on a timely, truthful and complete basis and in annual reports of the Company as required, except for those that are not requiredfor disclosure or meet the exemption conditions underthe SSE Listing Rules and the SEHK Listing Rules or for which a waiver from disclosure has been granted bythe SSE/ the SEHK. (II) The Company shall prepare and publish announcements and circulars in accordance with the requirements ofthe SSE Listing Rules and the SEHK Listing Rules. In the course of preparing announcements and circulars, the Company may seek advice from professional advisors on how to comply withthe SSE Listing Rules and the SEHK Listing Rules.		A m e n d m e n t s t o wordings

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT RULES ON RELATED PARTY (CONNECTED) TRANSACTIONS OF CHENGDU EXPRESSWAY CO., LTD.

Before amendments	After amendments	Basis of amendments
Article 18 A natural person/legal person within the definition of connected person shall timely submit to and file with the Audit and Supervision Department the information and updates of his or its connected persons.	Article 26 A natural person/legal person within the definition ofrelated party ( connected person) shall timely submit to~~and file with the Audit and Supervision~~ ~~Department~~ the Board of Directors the information and updates of his or itsrelated parties ( connected persons) through a list of related parties (connected persons) and a description of the related party (connected) relationship, to facilitate registration and management by the Company .	Amended based on Rule 6.3.5 of the SSE Listing Rules

Article 19 For matters relevant to a connected transaction considered at a board meeting or general meeting, the functional chief for the Audit and Supervision Department shall determine the scope of directors and shareholders materially interested in the transaction in accordance with applicable laws, regulations and regulatory documents and the SEHK Listing Rules before the meeting. If it is difficult to determine whether a director or shareholder is materially interested in the transaction, consultation may be sought from a professional intermediary engaged by the Company or the SEHK for confirmation. ⋯⋯	Article 27 For matters relevant to arelated party ( connected) transaction considered at a board meeting or general meeting, the functional chief for the Audit and Supervision Department shall determine the scope of directors and shareholders materially interested in the transaction in accordance with applicable laws, regulations and regulatory documents, the SSE Listing Rules and the SEHK Listing Rules before the meeting. If it is difficult to determine whether a director or shareholder is materially interested in the transaction, consultation may be sought from a professional intermediary engaged by the Company, the SSE or the SEHK for confirmation. ⋯⋯	A m e n d m e n t s t o wordings

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APPENDIX X

DETAILS OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT RULES ON RELATED PARTY (CONNECTED) TRANSACTIONS OF CHENGDU EXPRESSWAY CO., LTD.

Before amendments	After amendments	After amendments	Basis of amendments
Article 22 Subject to consideration and approval by the board of directors of the Company, these rules shall take effect from the date on which the overseas listed foreign shares are listed and traded on the SEHK.	Article 29 Subject to consideration and approval~~by the board~~ ~~of directors~~ at the general meeting of the Company, these rules shall take effect from the date on which the~~overseas listed foreign shares are listed and traded~~ ~~on the SEHK~~ initial public offering and listing of A shares on the Shanghai Stock Exchange is completed .		Adjusted based on the actual situation of the Company
	~~of directors~~ these rules the~~overseas~~
		~~overseas~~
	~~on the SEHK~~ shares on the

Article 23 For the matters not covered in these rules or in case of any conflict with relevant laws and regulations, the SEHK Listing Rules or the Articles of Association, the provisions in the latter shall prevail.	Article 30 For the matters not covered in these rules or in case of any conflict with~~relevant laws and regulations~~ the SSE Listing Rules ,the SEHK Listing Rules, applicable laws and regulations, regulatory rules of the places where the Company is listed or the Articles of Association, the provisions in the latter shall prevail.		S u p p l e m e n t e d a n d a d j u s t e d b a s e d o n legal requirements of the place of proposed A-share listing
Article 24 Unless otherwise specified, terms and definitions used herein shall have the same meanings ascribed thereto under the Articles of Association or the SEHK Listing Rules.	Article 31 Unless otherwise specified, terms and definitions used herein shall have the same meanings ascribed thereto under the Articles of Association, the SSE Listing Rules or the SEHK Listing Rules.		Supplemented based on legal requirements of the place of proposed A-share listing

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WORKING RULES OF INDEPENDENT DIRECTORS

APPENDIX XI

WORKING RULES OF INDEPENDENT DIRECTORS OF CHENGDU EXPRESSWAY CO., LTD.

Chapter 1 General Provisions

Article 1 To standardise corporate behaviours of Chengdu Expressway Co., Ltd. (the “Company”), give full play to the role of independent directors in corporate governance and support independent directors to fulfil their duties, these rules are formulated in accordance with the Rules for Independent Directors of Listed Companies, the Standards on Corporate Governance of Listed Companies, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (revised in January 2022), Self-regulatory Guideline No. 1 on Listed Companies of the Shanghai Stock Exchange – Standardised Operation, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and other applicable laws and regulations, regulatory rules of the places where the Company’s shares are listed, and the Articles of Association of Chengdu Expressway Co., Ltd. (the “Articles of Association”) with reference to actual conditions of the Company.

Article 2 Independent directors are directors holding no posts other than that of independent director in the Company, having no relationship with the Company and its substantial shareholders that might hinder his independent and objective judgment, and meeting the qualification and independence requirements on independent directors under the regulatory rules of the places where the Company’s shares are listed.

Article 3 The Board of Directors shall consist of one-third or more members (at least three) being independent directors, and at least one of independent directors must have appropriate professional qualifications or accounting or related financial management expertise as required by the regulatory rules of the places where the Company’s shares are listed.

An accounting professional who is nominated as independent director candidate shall have sound accounting expertise and experience, and meet at least one of the following criteria:

(I) possessing the qualification of certified public accountant;
(II) possessing a senior professional title, a title of associate professor or above, or a doctorate degree in accounting, audit or financial management;
(III) possessing a senior professional title in economic management, and having full-time work experience of 5 years or more in professional posts such as accounting, audit or financial management.

Article 4 The Audit and Risk Management Committee, the Nomination Committee, the Remuneration and Evaluation Committee, and the Strategy and Development Committee are established under the Board of Directors. Independent directors shall account for a majority of the members and shall be chairmen of the Nomination Committee, the Audit and Risk Management Committee, and the Remuneration and Evaluation Committee.

Article 5 Independent directors shall assume fiduciary and due diligence obligations to the Company and all shareholders, and shall earnestly perform their duties in accordance with applicable laws and regulations and the Articles of Association to protect interests of the Company, especially the legitimate interests of minority shareholders from damage.

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WORKING RULES OF INDEPENDENT DIRECTORS

APPENDIX XI

Chapter 2 Independence Requirements on Independent Directors

Article 6 Independent directors must possess independence.

An independent director shall perform his duties independently and not be affected by the Company’s substantial shareholders, de facto controller or any of entities or individuals that is interested in the Company.

In principle, an independent director may serve as independent director concurrently in five listed companies at most, and shall ensure adequate time and dedication to effectively perform his duties as independent director.

Article 7 The following persons shall not serve as independent director:

(I) any persons employed by the Company or its subsidiaries and their immediate family members and major social connections (immediate family members shall include spouses, parents and children; and major social connections shall include siblings, parents of spouses, spouses of children, spouses of siblings and siblings of spouses);
(II) any natural person shareholders who directly or indirectly hold 1% or more of issued shares of the Company or who are among the top ten shareholders of the Company, and their respective immediate family members;
(III) any persons employed by a corporate shareholder which directly or indirectly holds 5% or more of the Company’s issued shares or is among the top five corporate shareholders of the Company, and their immediate family members;
(IV) any persons employed by the de facto controller of the Company and its subsidiaries;
(V) any persons providing financial, legal or consulting services to the Company and its controlling shareholders or their respective subsidiaries, including all members of the project team of intermediaries, reviewing officers at all levels, persons signing the report, partners and principal officers in charge;
(VI) any persons serving as directors, supervisors or senior management members in the companies which have significant relations with the Company and its controlling shareholders or their respective subsidiaries, or any persons serving as directors, supervisors or senior management members in the controlling shareholders of the said companies (significant relations refer to matters that are required to be submitted to the general meeting for consideration in accordance with the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange or the Articles of Association, or other significant matters defined by the stock exchanges where the Company’s shares are listed);
(VII) any persons falling into any of the three categories above within the last 12 months;
(VIII) other persons provided by the laws, administrative regulations, departmental rules and the Articles of Association;
(IX) other persons defined by the China Securities Regulatory Commission (the “CSRC”) and the stock exchanges where the Company’s shares are listed.

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WORKING RULES OF INDEPENDENT DIRECTORS

APPENDIX XI

Article 8 An independent director candidate shall have none of misconduct records, including:

(I) any administrative punishment by the CSRC within the last 36 months;
(II) a period not having lapsed which is publicly identified by the stock exchanges where the Company’s shares are listed as ineligible for directorship in a listed company or which is identified as potentially detrimental to interests of the Company’s investors as a result of his directorship in a listed company;
(III) any public censure or two or more times of public criticism by the stock exchanges where the Company’s shares are listed within the last 36 months;
(IV) absence from board meetings for consecutive two times, or the attendance other than in person accounting for one-third or more of the number of board meetings for the year when serving as independent director;
(V) having expressed any independent opinion apparently inconsistent with facts when serving as independent director;
(VI) other circumstances as defined by the stock exchanges where the Company’s shares are listed.

Chapter 3 Eligibility of Independent Directors

Article 9 Independent directors shall have the eligibility commensurate with the performance of their duties and powers. An independent director shall meet the following fundamental requirements:

(I) having the qualifications for directorship of the Company, as provided in laws, administrative regulations and other applicable requirements;
(II) possessing the independence required by Article 6 hereof;
(III) having basic knowledge on operation of listed companies and proficiency in relevant laws, administrative regulations and rules;
(IV) having at least five years of work experience in legal, economic, financial and management areas or other experience indispensable for performing the duties as an independent director;
(V) other requirements as defined by laws and regulations, the stock exchanges where the Company’s shares are listed and the Articles of Association.

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WORKING RULES OF INDEPENDENT DIRECTORS

APPENDIX XI

Chapter 4 Nomination, Election and Replacement Procedures for Independent Directors

Article 10 An independent director candidate may be nominated by the Board of Directors, the Supervisory Committee, or shareholder(s) individually or collectively holding 1% or more of the issued shares of the Company, and shall be elected at the general meeting.

Article 11 The nominator of independent director shall secure the consent of the nominee prior to the nomination. The nominator shall have adequate knowledge of the profession, education, professional title and detailed work experience as well as status of all part-time jobs of the nominee, and shall give an opinion on the qualifications and independence of the nominee for the office of independent director. The nominee shall make a public statement disclaiming any relationship between him and the Company that would affect an independent and objective judgment.

Article 12 Before convening the general meeting for election of independent directors, the Company shall publish relevant information in accordance with Article 11 hereof, and submit relevant materials of all nominees to the stock exchanges where the Company’s shares are listed (if applicable). Dissenting opinions of the Board of Directors with regard to the nominees, if any, shall also be submitted in writing.

Article 13 Before publishing a notice to the general meeting for election of independent directors, the Company shall submit relevant materials of independent director candidates to the stock exchanges where the Company’s shares are listed (if applicable) as required. If the stock exchanges where the Company’s shares are listed (if applicable) raised an objection to an independent director candidate, the Company shall not submit the candidate to the general meeting for election as independent director, and shall postpone or cancel the general meeting, or cancel the relevant proposal to the general meeting.

Article 14 The term of office of independent directors is same as other directors of the Company, renewable upon re-election at its expiry, provided that the renewed term shall not exceed six years.

Article 15 In case that an independent director fails to attend the board meetings in person for three times in succession, the Board of Directors shall file an application to the general meeting for replacement.

Article 16 Prior to expiry of the term of office of an independent director, the Company may dismiss him through statutory procedures. When an independent director is dismissed prior to expiry of his term, the Company shall disclose the dismissal as a special discloseable issue.

Article 17 An independent director may resign prior to expiry of his term of office. An independent director proposing for resignation shall submit to the Board of Directors a written resignation report, stating any situation in relation to his resignation or believed to be necessary to draw the attention of shareholders and creditors of the Company.

Article 18 If the number of independent directors or the Board of Directors falls below the minimum quorum specified by the law or the Articles of Association as a result of the resignation of independent director, the independent director proposing for resignation shall continue to perform his duties up to the date on which a new independent director is elected, and the resignation report of the resigning independent director shall take effect after the successive independent director fills the vacancy. The original nominator of the independent director or the Board of Directors shall, within three months from the date of resignation submitted by the independent director, nominate a new independent director candidate.

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WORKING RULES OF INDEPENDENT DIRECTORS

APPENDIX XI

Chapter 5 Duties and Powers of Independent Directors

Article 19 An independent director shall exercise due diligence and ensure adequate time and dedication to effectively perform his duties as independent director.

Article 20 Independent directors shall attend the board meeting on time, keep informed of the Company’s production and business operation, and take the initiative to investigate and obtain the information and materials required for decision-making. An independent director shall submit an annual work report to the annual general meeting to explain his duty performance.

Article 21 An independent director shall attend the board meetings in person, or appoint in writing other independent director to attend the meeting on his behalf due to his absence. The name of the proxy, matters entrusted, scope of authorisation and validity period shall be specified in the power of attorney which shall be signed or sealed by the appointing director. The independent director present at a board meeting as proxy shall exercise the rights of independent director within the scope of authorisation. An independent director who neither attends a board meeting nor appoints another independent director to attend on his behalf shall be deemed to have waived his voting rights at the meeting.

Article 22 In order to give full play to the role of independent directors, in addition to the duties and powers conferred on directors by applicable national laws and regulations, independent directors also have the following special duties and powers:

(I) a major related party (connected) transaction (i.e. a related party (connected) transaction between the Company and its related parties (connected persons) in a total amount of RMB3,000,000 or above or representing 5% or above of the latest audited net assets of the Company) is subject to prior endorsement by independent directors before submitted to the Board of Directors for consideration. Independent directors may engage a professional intermediary to issue an independent financial advisor report serving as a basis of decision before they come to a conclusion;
(II) to propose to the Board of Directors for engagement and disengagement of accounting firms;
(III) to propose to the Board of Directors for the convening of extraordinary general meeting;
(IV) to propose the convening of board meetings;
(V) to openly solicit voting rights from shareholders before convening the general meeting;
(VI) to independently engage external auditors and consulting firms to provide audit and consulting services for specific matters of the Company;

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WORKING RULES OF INDEPENDENT DIRECTORS

APPENDIX XI

To exercise the duties and powers of independent directors in subparagraphs (I) to (V) above, consent of more than half of all independent directors shall be secured. To exercise the duties and powers in subparagraph (VI) above, consent of all independent directors shall be secured.

Matters covered by subparagraph (I) and (II) are subject to consent of more than half of all independent directors before submitted to the Board of Directors for consideration.

Article 23 Independent directors shall provide the Board of Directors or the general meeting with independent opinions on the following matters:

(I) nomination, appointment and dismissal of directors;
(II) appointment or removal of senior management members;
(III) remuneration of directors and senior management members of the Company;
(IV) the existing or new loans or other current accounts repayable to the Company by its shareholders, de facto controller and their related party (connected) companies totalling more than RMB3,000,000 or 5% of the Company’s latest audited net assets, and whether the Company has taken effective measures to collect the outstanding receivables;
(V) engagement and disengagement of accounting firms;
(VI) changes in accounting policies or accounting estimates or correction of material accounting errors due to reasons other than the changes in accounting standards;
(VII) non-standard unqualified audit opinions issued by an accounting firm on financial reports and internal control of the Company;
(VIII) internal control evaluation report;
(IX) a plan for change of undertakings by relevant parties;
(X) impact of preferred share issuance on rights and interests of each class of shareholders of the Company;

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WORKING RULES OF INDEPENDENT DIRECTORS

APPENDIX XI

(XI) formulation of profit distribution policy, profit distribution plan and cash dividend plan;
(XII) discloseable significant matters including related party (connected) transactions, provision of guarantees (excluding the guarantees to subsidiaries within the scope of consolidation), entrusted asset management, provision of financial assistance, utilisation of raised proceeds, and investment in stocks and their derivatives;
(XIII) major asset restructuring plan, management buyout, share incentive plan, employee stock ownership plan, share repurchase plan, and the proposed repayment in kind by related parties (connected persons) of the Company;
(XIV) a decision of the Company to cease the trading of its shares on the Shanghai Stock Exchange;
(XV) any matter which independent directors deem likely to infringe legitimate rights and interests of minority shareholders;
(XVI) other matters required by laws, administrative regulations, the CSRC, the stock exchanges where the Company’s shares are listed (if applicable) and the Articles of Association.

Independent directors shall express one of the following types of opinions in writing on the aforesaid matters: consent; qualified opinion and the reason thereof; objection and the reason thereof; and unable to express opinion and the reason thereof.

If the relevant matters are discloseable, the Company shall make an announcement of the opinions of independent directors (if applicable). If independent directors are of divergent views and cannot reach a consensus, the Board of Directors shall disclose respective opinions of each of independent directors.

Chapter 6 Guarantees for Duty Performance of Independent Directors

Article 24 For the purpose of effective duty performance of independent directors, the Company shall furnish independent directors with the working conditions necessary for their duty performance. The Secretary to the Board of Directors shall actively assist independent directors in duty performance by providing brief information, materials, etc., regularly circulating business updates of the Company, and organising independent directors to take site visits where necessary. If the independent opinions, proposals and written explanations issued by independent directors are required to be announced, the Company shall timely assist in the announcement process.

Article 25 The Company shall ensure that independent directors enjoy the same right to know as other directors. For the matters subject to decisions by the Board of Directors, the Company shall in advance and before the statutory deadline notify independent directors and provide them with adequate information; and if the said information is deemed as inadequate, independent directors may request supplementary information. If two or more independent directors consider the information inadequate or the proof unclear, they may jointly propose in writing to the Board of Directors for postponing the board meeting or the consideration of the matters, and the Board of Directors shall adopt such proposal.

The information provided by the Company to independent directors shall be kept by the Company and such independent directors for at least five years.

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WORKING RULES OF INDEPENDENT DIRECTORS

APPENDIX XI

Article 26 When independent directors are performing their duties, personnel of the Company shall provide assistance and shall not refuse, obstruct or conceal or interfere with their independent duty performance.

Article 27 The expenses incurred for engagement of intermediaries by independent directors and other expenses for performing their duties and powers shall be borne by the Company.

Article 28 The Company shall pay independent directors with subsidies of appropriate sums. The standards of subsidies shall be proposed by the Board of Directors, considered and approved by the general meeting, and disclosed in annual reports of the Company.

Apart from the aforesaid subsidies, independent directors shall acquire no other additional and undisclosed interests from the Company, its substantial shareholders or any entity or person being an interested party.

Article 29 According to its actual conditions, the Company may maintain a liability insurance mechanism necessary for independent directors to minimise the risks possibly incurred in their normal duty performance.

Chapter 7 Supplementary Provisions

Article 30 The matters not covered in these rules shall be governed by applicable laws, regulations, regulatory documents, regulatory rules of the places where the Company’s shares are listed and the Articles of Association.

Article 31 In case of any inconsistence between these rules and applicable laws, regulations, regulatory documents, regulatory rules of the places where the Company’s shares are listed and the Articles of Association, the latter shall prevail.

Article 32 The expression “or more” herein for the numbers includes the underlying number indicated, while “exceed” or “more than” excludes the underlying number.

Article 33 Subject to consideration and approval at the general meeting, these rules shall take effect and be implemented from the date on which the initial public offering and listing of A Shares on the Shanghai Stock Exchange is completed.

Article 34 These rules shall be interpreted and modified by the Board of Directors.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [33 x 40] intentionally omitted <==

Chengdu Expressway Co., Ltd. 成都高速公路股份有限公司

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

(Stock Code: 01785)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Chengdu Expressway Co., Ltd. (the “ Company ”) will be held at the meeting room 1 of Chengdu Expressway Co., Ltd., 9th Floor, Chengnan Tianfu Building, No. 66 Shenghe 1st Road, High-Tech Zone, Chengdu, Sichuan Province, the People’s Republic of China (the “ PRC ”) at 10:00 a.m. on Wednesday, 26 October 2022, for the purpose of considering, and if thought fit, passing the following resolutions:

SPECIAL RESOLUTIONS

To consider and approve the proposal on the plan for application for the initial public offering and listing of RMB-denominated ordinary shares (A shares);
To consider and approve the proposal on the authorisation to the board of directors of the Company to deal with matters related to the initial public offering and listing of RMB-denominated ordinary shares (A shares);
To consider and approve the proposal on the projects to be financed by the proceeds from the initial public offering of RMB-denominated ordinary shares (A shares) and their feasibility;
To consider and approve the proposal on the distribution plan for the undistributed profit accumulated before the initial public offering of RMB-denominated ordinary shares (A shares);
To consider and approve the proposal on the price stabilisation plan for the three years after the initial public offering and listing of RMB-denominated ordinary shares (A shares);
To consider and approve the proposal on the shareholder dividend plan for the three years after the initial public offering and listing of RMB-denominated ordinary shares (A shares);
To consider and approve the proposal on impact analysis of the dilution of current returns by the initial public offering and listing of RMB-denominated ordinary shares (A shares) and the remedial measures for current returns; and
To consider and approve the proposal on the issuance of undertakings and restrictive measures related to the initial public offering and listing of RMB-denominated ordinary shares (A shares).

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NOTICE OF EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTION

To consider and approve the report on utilisation of the previously raised proceeds.

SPECIAL RESOLUTIONS

To consider and approve the proposal on the amendments to the Articles of Association;
To consider and approve the proposal on the amendments to the Rules of Procedure of the General Meetings;
To consider and approve the proposal on the amendments to the Rules of Procedure of the Board of Directors; and
To consider and approve the proposal on the amendments to the Rules of Procedure of the Supervisory Committee.

ORDINARY RESOLUTIONS

To consider and approve the proposal on the amendments to Management Rules on Related Party (Connected) Transactions of Chengdu Expressway Co., Ltd.; and
To consider and approve the proposal on the formulation of Working Rules of Independent Directors of Chengdu Expressway Co., Ltd..

On behalf of the board of directors Chengdu Expressway Co., Ltd. Xiao Jun Chairman

Chengdu, the PRC, 10 October 2022

As at the date of this notice, the board of directors of the Company comprises Mr. Yang Tan, Mr. Luo Dan and Mr. Ding Dapan as executive directors, Mr. Xiao Jun, Mr. Yang Bin and Ms. Wu Haiyan as non-executive directors, and Mr. Leung Chi Hang Benson, Mr. Wang Peng and Mr. Qian Yongjiu as independent non-executive directors.

– 200 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. CLOSURE OF REGISTER OF MEMBERS FOR THE EGM

For the purpose of holding the EGM, the register of members of the Company will be closed from Friday, 21 October 2022 to Wednesday, 26 October 2022 (both days inclusive), during which period no transfer of shares can be registered.

In order to qualify for attending and voting at the EGM, for holders of H shares, all transfer documents accompanied by the relevant share certificates shall be lodged with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, before 4:30 p.m. on Thursday, 20 October 2022; while for holders of domestic shares, all transfer documents accompanied by the relevant share certificates shall be lodged with the Company’s Board Office in the PRC at 9th Floor, Chengnan Tianfu Building, No. 66 Shenghe 1st Road, High-Tech Zone, Chengdu, Sichuan Province, the PRC, before 4:30 p.m. on Thursday, 20 October 2022.

Shareholders whose names appear on the register of members of the Company on Friday, 21 October 2022 shall be eligible to attend and vote at the EGM.

2. APPOINTMENT OF PROXIES

Shareholders who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a member of the Company.

The instrument appointing a proxy must be in writing under the hand of a shareholder or his attorney duly authorised in writing. If the shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same.

In order to be valid, the proxy form must be deposited, for the holders of H shares, at 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, or for the holders of domestic shares, at the Board Office of the Company in the PRC not less than 24 hours before the time fixed for holding the EGM. If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority shall be deposited with the proxy form at the same address as mentioned above. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the EGM or any adjourned meetings should you so wish.

Shareholders shall produce their identity documents and supporting documents in respect of the shares of the Company held when attending the EGM in person. If corporate shareholders appoint authorised representative to attend the EGM, the authorised representative shall produce his/her identity documents and a notarially certified copy of the relevant authorisation instrument signed by the board of directors or other authorised parties of the corporate shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the shareholders or their attorney when attending the EGM.

3. JOINT SHAREHOLDERS

In the case of joint holders of shares of the Company, only the holder whose name stands first in the register of members shall alone be entitled to vote at the EGM either in person or by proxy in respect of such shares.

4. REPLY SLIP

Shareholders who intend to attend the EGM should complete the reply slip and return it to the Board Office of the Company in the PRC by hand, by post or by fax on or before Friday, 21 October 2022. The contact details are as follows:

Contact Person: Mr. Zhang Guangwen Telephone No.: 86 28 86056037 Fax No.: 86 28 86056070

Address: 9th Floor, Chengnan Tianfu Building, No. 66 Shenghe 1st Road, High-Tech Zone, Chengdu, Sichuan Province, the PRC

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NOTICE OF EXTRAORDINARY GENERAL MEETING

5. REMINDERS REGARDING COVID-19 PANDEMIC PREVENTION AND CONTROL

In case that the prevention and control measures against the COVID-19 are still ongoing at the time of the EGM, to cooperate with the relevant preventative measures, safeguard the health and safety of the shareholders and attendees and ensure that shareholders may exercise such rights as they are entitled to, the Company recommends that the shareholders and shareholder proxies who intend to attend the EGM to complete and return the form of proxy for the purpose of voting, that is, you may indicate how you wish your vote to be casted in the form of proxy for use at the EGM and appoint the chairman of the EGM as your proxy to vote on site on your behalf.

If the shareholders or shareholder proxies choose to attend the EGM on site, they must follow relevant policies and requirements of Chengdu regarding COVID-19 prevention. Please get well protected on your way to and from the meeting and at the meeting venue. Upon arrival at the meeting venue, please follow the instructions of the coordinating staff, and follow the requirements for pandemic prevention such as attendee registration, temperature check, wearing facial masks, etc.

6. MISCELLANEOUS

The EGM is expected to take for less than half a day. Shareholders attending the EGM shall be responsible for their own travel and accommodation expenses.

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NOTICE OF H SHARE CLASS MEETING

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Chengdu Expressway Co., Ltd. 成都高速公路股份有限公司

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

(Stock Code: 01785)

NOTICE OF H SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that an H share class meeting (the “ H Share Class Meeting ”) of Chengdu Expressway Co., Ltd. (the “ Company ”) will be held at the meeting room 1 of Chengdu Expressway Co., Ltd., 9th Floor, Chengnan Tianfu Building, No. 66 Shenghe 1st Road, High-Tech Zone, Chengdu, Sichuan Province, the People’s Republic of China (the “ PRC ”) at 10:00 a.m. on Wednesday, 26 October 2022, for the purpose of considering, and if thought fit, passing the following resolutions:

SPECIAL RESOLUTIONS

To consider and approve the proposal on the plan for application for the initial public offering and listing of RMB-denominated ordinary shares (A shares);
To consider and approve the proposal on the authorisation to the board of directors of the Company to deal with matters related to the initial public offering and listing of RMB-denominated ordinary shares (A shares);
To consider and approve the proposal on the projects to be financed by the proceeds from the initial public offering of RMB-denominated ordinary shares (A shares) and their feasibility;
To consider and approve the proposal on the distribution plan for the undistributed profit accumulated before the initial public offering of RMB-denominated ordinary shares (A shares);
To consider and approve the proposal on the price stabilisation plan for the three years after the initial public offering and listing of RMB-denominated ordinary shares (A shares);
To consider and approve the proposal on the shareholder dividend plan for the three years after the initial public offering and listing of RMB-denominated ordinary shares (A shares);
To consider and approve the proposal on impact analysis of the dilution of current returns by the initial public offering and listing of RMB-denominated ordinary shares (A shares) and the remedial measures for current returns;
To consider and approve the proposal on the issuance of undertakings and restrictive measures related to the initial public offering and listing of RMB-denominated ordinary shares (A shares);

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NOTICE OF H SHARE CLASS MEETING

To consider and approve the proposal on the amendments to the Articles of Association;
To consider and approve the proposal on the amendments to the Rules of Procedure of the General Meetings;
To consider and approve the proposal on the amendments to the Rules of Procedure of the Board of Directors; and
To consider and approve the proposal on the amendments to the Rules of Procedure of the Supervisory Committee.

On behalf of the board of directors Chengdu Expressway Co., Ltd. Xiao Jun Chairman

Chengdu, the PRC, 10 October 2022

Notes:

1. CLOSURE OF REGISTER OF MEMBERS FOR THE H SHARE CLASS MEETING

For the purpose of holding the H Share Class Meeting, the register of members of the Company will be closed from Friday, 21 October 2022 to Wednesday, 26 October 2022 (both days inclusive), during which period no transfer of shares can be registered.

In order to qualify for attending and voting at the H Share Class Meeting, all transfer documents accompanied by the relevant share certificates shall be lodged with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, before 4:30 p.m. on Thursday, 20 October 2022.

H shareholders whose names appear on the register of members of the Company on Friday, 21 October 2022 shall be eligible to attend and vote at the H Share Class Meeting.

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NOTICE OF H SHARE CLASS MEETING

2. APPOINTMENT OF PROXIES

Shareholders who are entitled to attend and vote at the H Share Class Meeting may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a member of the Company.

In order to be valid, the proxy form must be deposited at 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 not less than 24 hours before the time fixed for holding the H Share Class Meeting. If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority shall be deposited with the proxy form at the same address as mentioned above. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the H Share Class Meeting or any adjourned meetings should you so wish.

H shareholders shall produce their identity documents and supporting documents in respect of the shares of the Company held when attending the H Share Class Meeting in person. If corporate shareholders appoint authorised representative to attend the H Share Class Meeting, the authorised representative shall produce his/her identity documents and a notarially certified copy of the relevant authorisation instrument signed by the board of directors or other authorised parties of the corporate shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the shareholders or their attorney when attending the H Share Class Meeting.

3. JOINT SHAREHOLDERS

In the case of joint holders of shares of the Company, only the holder whose name stands first in the register of members shall alone be entitled to vote at the H Share Class Meeting either in person or by proxy in respect of such shares.

4. REPLY SLIP

Shareholders who intend to attend the H Share Class Meeting should complete the reply slip and return it to the Board Office of the Company in the PRC by hand, by post or by fax on or before Friday, 21 October 2022. The contact details are as follows:

Contact Person: Mr. Zhang Guangwen Telephone No.: 86 28 86056037 Fax No.: 86 28 86056070 Address: 9th Floor, Chengnan Tianfu Building, No. 66 Shenghe 1st Road, High-Tech Zone, Chengdu, Sichuan Province, the PRC

5. REMINDERS REGARDING COVID-19 PANDEMIC PREVENTION AND CONTROL

In case that the prevention and control measures against the COVID-19 are still ongoing at the time of the H Share Class Meeting, to cooperate with the relevant preventative measures, safeguard the health and safety of the shareholders and attendees and ensure that shareholders may exercise such rights as they are entitled to, the Company recommends that the H shareholders and shareholder proxies who intend to attend the H Share Class Meeting to complete and return the form of proxy for the purpose of voting, that is, you may indicate how you wish your vote to be casted in the form of proxy for use at the H Share Class Meeting and appoint the chairman of the H Share Class Meeting as your proxy to vote on site on your behalf.

If the H shareholders or shareholder proxies choose to attend the H Share Class Meeting on site, they must follow relevant policies and requirements of Chengdu regarding COVID-19 prevention. Please get well protected on your way to and from the meeting and at the meeting venue. Upon arrival at the meeting venue, please follow the instructions of the coordinating staff, and follow the requirements for pandemic prevention such as attendee registration, temperature check, wearing facial masks, etc.

6. MISCELLANEOUS

The H Share Class Meeting is expected to take for less than half a day. Shareholders attending the H Share Class Meeting shall be responsible for their own travel and accommodation expenses.

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NOTICE OF DOMESTIC SHARE CLASS MEETING

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Chengdu Expressway Co., Ltd. 成都高速公路股份有限公司

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

(Stock Code: 01785)

NOTICE OF DOMESTIC SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that a domestic share class meeting (the “ Domestic Share Class Meeting ”) of Chengdu Expressway Co., Ltd. (the “ Company ”) will be held at the meeting room 1 of Chengdu Expressway Co., Ltd., 9th Floor, Chengnan Tianfu Building, No. 66 Shenghe 1st Road, High-Tech Zone, Chengdu, Sichuan Province, the People’s Republic of China (the “ PRC ”) at 10:00 a.m. on Wednesday, 26 October 2022, for the purpose of considering, and if thought fit, passing the following resolutions:

SPECIAL RESOLUTIONS

To consider and approve the proposal on the plan for application for the initial public offering and listing of RMB-denominated ordinary shares (A shares);
To consider and approve the proposal on the authorisation to the board of directors of the Company to deal with matters related to the initial public offering and listing of RMB-denominated ordinary shares (A shares);
To consider and approve the proposal on the projects to be financed by the proceeds from the initial public offering of RMB-denominated ordinary shares (A shares) and their feasibility;
To consider and approve the proposal on the distribution plan for the undistributed profit accumulated before the initial public offering of RMB-denominated ordinary shares (A shares);
To consider and approve the proposal on the price stabilisation plan for the three years after the initial public offering and listing of RMB-denominated ordinary shares (A shares);
To consider and approve the proposal on the shareholder dividend plan for the three years after the initial public offering and listing of RMB-denominated ordinary shares (A shares);
To consider and approve the proposal on impact analysis of the dilution of current returns by the initial public offering and listing of RMB-denominated ordinary shares (A shares) and the remedial measures for current returns;
To consider and approve the proposal on the issuance of undertakings and restrictive measures related to the initial public offering and listing of RMB-denominated ordinary shares (A shares);
To consider and approve the proposal on the amendments to the Articles of Association;

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NOTICE OF DOMESTIC SHARE CLASS MEETING

To consider and approve the proposal on the amendments to the Rules of Procedure of the General Meetings;
To consider and approve the proposal on the amendments to the Rules of Procedure of the Board of Directors; and
To consider and approve the proposal on the amendments to the Rules of Procedure of the Supervisory Committee.

On behalf of the board of directors Chengdu Expressway Co., Ltd. Xiao Jun Chairman

Chengdu, the PRC, 10 October 2022

Notes:

1. CLOSURE OF REGISTER OF MEMBERS FOR THE DOMESTIC SHARE CLASS MEETING

For the purpose of holding the Domestic Share Class Meeting, the register of members of the Company will be closed from Friday, 21 October 2022 to Wednesday, 26 October 2022 (both days inclusive), during which period no transfer of shares can be registered.

In order to qualify for attending and voting at the Domestic Share Class Meeting, all transfer documents accompanied by the relevant share certificates shall be lodged with the Company’s Board Office in the PRC at 9th Floor, Chengnan Tianfu Building, No. 66 Shenghe 1st Road, High-Tech Zone, Chengdu, Sichuan Province, the PRC, before 4:30 p.m. on Thursday, 20 October 2022.

Holders of domestic shares whose names appear on the register of members of the Company on Friday, 21 October 2022 shall be eligible to attend and vote at the Domestic Share Class Meeting.

2. APPOINTMENT OF PROXIES

Shareholders who are entitled to attend and vote at the Domestic Share Class Meeting may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a member of the Company.

In order to be valid, the proxy form must be deposited at the Board Office of the Company in the PRC at 9th Floor, Chengnan Tianfu Building, No. 66 Shenghe 1st Road, High-Tech Zone, Chengdu, Sichuan Province, the PRC not less than 24 hours before the time fixed for holding the Domestic Share Class Meeting. If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority shall be deposited with the proxy form at the same address as mentioned above. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the Domestic Share Class Meeting or any adjourned meetings should you so wish.

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NOTICE OF DOMESTIC SHARE CLASS MEETING

Holders of domestic shares shall produce their identity documents and supporting documents in respect of the shares of the Company held when attending the Domestic Share Class Meeting in person. If corporate shareholders appoint authorised representative to attend the Domestic Share Class Meeting, the authorised representative shall produce his/her identity documents and a notarially certified copy of the relevant authorisation instrument signed by the board of directors or other authorised parties of the corporate shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the shareholders or their attorney when attending the Domestic Share Class Meeting.

3. JOINT SHAREHOLDERS

In the case of joint holders of shares of the Company, only the holder whose name stands first in the register of members of the Company shall alone be entitled to vote at the Domestic Share Class Meeting either in person or by proxy in respect of such shares.

4. REPLY SLIP

Shareholders who intend to attend the Domestic Share Class Meeting should complete the reply slip and return it to the Board Office of the Company in the PRC by hand, by post or by fax on or before Friday, 21 October 2022. The contact details are as follows:

Contact Person: Mr. Zhang Guangwen Telephone No.: 86 28 86056037 Fax No.: 86 28 86056070

Address: 9th Floor, Chengnan Tianfu Building, No. 66 Shenghe 1st Road, High-Tech Zone, Chengdu, Sichuan Province, the PRC

5. REMINDERS REGARDING COVID-19 PANDEMIC PREVENTION AND CONTROL

In case that the prevention and control measures against the COVID-19 are still ongoing at the time of the Domestic Share Class Meeting, to cooperate with the relevant preventative measures, safeguard the health and safety of the shareholders and attendees and ensure that shareholders may exercise such rights as they are entitled to, the Company recommends that the holders of domestic shares and shareholder proxies who intend to attend the Domestic Share Class Meeting to complete and return the form of proxy for the purpose of voting, that is, you may indicate how you wish your vote to be casted in the form of proxy for use at the Domestic Share Class Meeting and appoint the chairman of the Domestic Share Class Meeting as your proxy to vote on site on your behalf.

If the holders of domestic shares or shareholder proxies choose to attend the Domestic Share Class Meeting on site, they must follow relevant policies and requirements of Chengdu regarding COVID-19 prevention. Please get well protected on your way to and from the meeting and at the meeting venue. Upon arrival at the meeting venue, please follow the instructions of the coordinating staff, and follow the requirements for pandemic prevention such as attendee registration, temperature check, wearing facial masks, etc.

6. MISCELLANEOUS

The Domestic Share Class Meeting is expected to take for less than half a day. Shareholders attending the Domestic Share Class Meeting shall be responsible for their own travel and accommodation expenses.

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AI assistant

Chengdu Expressway Co., Ltd. — Proxy Solicitation & Information Statement 2022

50166_rns_2022-10-07_b85b22ad-d264-4f34-b40d-7e8c001af1f9.pdf

Chengdu Expressway Co., Ltd. 成都高速公路股份有限公司

(1) PROPOSED A-SHARE OFFERING AND RELATED MATTERS (2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE RELATED RULES OF PROCEDURE

(4) NOTICE OF EXTRAORDINARY GENERAL MEETING

(5) NOTICE OF H SHARE CLASS MEETING

AND

(6) NOTICE OF DOMESTIC SHARE CLASS MEETING

DEFINITIONS

DEFINITIONS

“EGM”

DEFINITIONS

Chengdu Expressway Co., Ltd. 成都高速公路股份有限公司

AND

(6) NOTICE OF DOMESTIC SHARE CLASS MEETING

I. INTRODUCTION

LETTER FROM THE BOARD

II. PROPOSAL ON THE PLAN FOR APPLICATION FOR THE INITIAL PUBLIC OFFERING AND LISTING OF RMB-DENOMINATED ORDINARY SHARES (A SHARES)

(1) Type of Shares to be offered

(2) Par value per Share

(3) Offering size

(4) Market to be listed on

(5) Target subscribers

(6) Offering method

(7) Pricing method

(8) Use of proceeds

LETTER FROM THE BOARD

(9) Underwriting method

(10) Conversion to a joint-stock limited company with shares offered and listed both domestically and overseas

(11) Validity of resolution

III. PROPOSAL ON THE AUTHORISATION BY THE GENERAL MEETING TO THE BOARD TO DEAL WITH MATTERS RELATED TO THE INITIAL PUBLIC OFFERING AND LISTING OF RMB-DENOMINATED ORDINARY SHARES (A SHARES)

LETTER FROM THE BOARD

IV. PROPOSAL ON THE PROJECTS TO BE FINANCED BY THE PROCEEDS FROM THE INITIAL PUBLIC OFFERING OF RMB-DENOMINATED ORDINARY SHARES (A SHARES) AND THEIR FEASIBILITY

LETTER FROM THE BOARD

V. PROPOSAL ON THE DISTRIBUTION PLAN FOR THE UNDISTRIBUTED PROFIT ACCUMULATED BEFORE THE INITIAL PUBLIC OFFERING OF RMB-DENOMINATED ORDINARY SHARES (A SHARES)

VI. PROPOSAL ON THE PRICE STABILISATION PLAN FOR THE THREE YEARS AFTER THE INITIAL PUBLIC OFFERING AND LISTING OF RMB-DENOMINATED ORDINARY SHARES (A SHARES)

VII. PROPOSAL ON THE SHAREHOLDER DIVIDEND PLAN FOR THE THREE YEARS AFTER THE INITIAL PUBLIC OFFERING AND LISTING OF RMB-DENOMINATED ORDINARY SHARES (A SHARES)

VIII. PROPOSAL ON IMPACT ANALYSIS OF THE DILUTION OF CURRENT RETURNS BY THE INITIAL PUBLIC OFFERING AND LISTING OF RMB-DENOMINATED ORDINARY SHARES (A SHARES) AND THE REMEDIAL MEASURES FOR CURRENT RETURNS

X. PROPOSAL ON REVIEWING THE REPORT ON UTILISATION OF THE PREVIOUSLY RAISED PROCEEDS

XI. PROPOSAL ON AMENDMENTS TO THE ARTICLES OF ASSOCIATION

LETTER FROM THE BOARD

XII. PROPOSAL ON AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

XIII. PROPOSAL ON AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF DIRECTORS

XIV. PROPOSAL ON AMENDMENTS TO THE RULES OF PROCEDURE OF THE SUPERVISORY COMMITTEE

XV. PROPOSAL ON AMENDMENTS TO THE MANAGEMENT RULES ON RELATED PARTY (CONNECTED) TRANSACTIONS OF CHENGDU EXPRESSWAY CO., LTD.

XVI. PROPOSAL ON FORMULATION OF WORKING RULES OF INDEPENDENT DIRECTORS OF CHENGDU EXPRESSWAY CO., LTD.

XVII. IMPACT OF THE PROPOSED OFFERING ON SHAREHOLDING STRUCTURE OF THE COMPANY

LETTER FROM THE BOARD

XVIII. REASONS FOR AND PURPOSES OF THE PROPOSED A-SHARE OFFERING

XIX. EQUITY FINANCING ACTIVITIES IN THE PAST 12 MONTHS

XX. EGM, H SHARE CLASS MEETING AND DOMESTIC SHARE CLASS MEETING

LETTER FROM THE BOARD

XXI. RECOMMENDATIONS

PRICE STABILISATION PLAN FOR THE THREE YEARS AFTER THE INITIAL PUBLIC OFFERING AND LISTING OF RMB-DENOMINATED ORDINARY SHARES (A-SHARES) ON THE SHANGHAI STOCK EXCHANGE OF CHENGDU EXPRESSWAY CO., LTD.

I. CONDITIONS FOR ACTIVATING THE PRICE STABILISATION PLAN

II. OPTIONS AND PRIORITY OF PRICE STABILISATION MEASURES

(I) Price stabilisation measures

APPENDIX I

PRICE STABILISATION PLAN FOR THE THREE YEARS AFTER THE INITIAL PUBLIC OFFERING AND LISTING OF RMB‑DENOMINATED ORDINARY SHARES (A SHARES)

(II) Priority in executing price stabilisation measures

APPENDIX I

PRICE STABILISATION PLAN FOR THE THREE YEARS AFTER THE INITIAL PUBLIC OFFERING AND LISTING OF RMB‑DENOMINATED ORDINARY SHARES (A SHARES)

III. ACTION PLAN FOR PRICE STABILISATION MEASURES

(I) Share repurchase by the Company

(II) Increase of shareholdings in the Company by the controlling shareholders of the Company

(IV) Circumstances of terminating the price stabilisation plan

PRICE STABILISATION PLAN FOR THE THREE YEARS AFTER THE INITIAL PUBLIC OFFERING AND LISTING OF RMB‑DENOMINATED ORDINARY SHARES (A SHARES)

IV. RESTRICTIVE MEASURES

(I) Restrictive measures against the breach of price stabilisation undertakings by the Company

(II) Restrictive measures against the breach of price stabilisation undertakings by the controlling shareholders of the Company

(III) Restrictive measures against the breach of price stabilisation undertakings by directors and senior management of the Company

SHAREHOLDER DIVIDEND PLAN FOR THE THREE YEARS AFTER LISTING OF A SHARES OF CHENGDU EXPRESSWAY CO., LTD.

I. CONSIDERATIONS FOR FUTURE PROFIT DISTRIBUTION PLAN

II. BASIC PRINCIPLES FOR PROFIT DISTRIBUTION PLAN

III. DETAILS OF THE DIVIDEND PLAN FOR THE THREE YEARS AFTER THE LISTING

APPENDIX II SHAREHOLDER DIVIDEND PLAN FOR THE THREE YEARS AFTER LISTING OF A SHARES

IV. ADJUSTMENT INTERVAL FOR DIVIDEND DISTRIBUTION POLICY AND RELATED DECISION-MAKING MECHANISM

V. MISCELLANEOUS

IMPACT ANALYSIS OF THE DILUTION OF CURRENT RETURNS BY THE INITIAL PUBLIC OFFERING AND LISTING OF RMB-DENOMINATED ORDINARY SHARES (A-SHARES) AND THE REMEDIAL MEASURES FOR CURRENT RETURNS OF CHENGDU EXPRESSWAY CO., LTD.

Chengdu Expressway Co., Ltd. Proxy Solicitation & Information Statement 2022