China Galaxy Securities Co., Ltd. - Governance Information 2021

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(A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 06881)

ANNOUNCEMENT PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

This announcement is made by China Galaxy Securities Co., Ltd. (the “ Company ”) pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited in relation to the proposed amendments to the articles of association of the Company (the “ Articles of Association ”).

In order to further improve the corporate governance structure, the Company proposes to make amendments to certain articles of the Articles of Association pursuant to the requirements of the recently revised laws, regulations and normative documents, including the Company Law （《公司法》）, the Securities Law （《證券法》）, the Code of Corporate Governance for Listed Companies （《上市公司治理準則》）, the Guidelines for the Articles of Association of Listed Companies （《上市公司章程指引》）, the Provisions on the Administration of Equities of Securities Companies （《證券公司股權管理規定》）, and the Reply of the State Council on the Adjustment of the Provisions Applicable to the Notice Period for Convening Shareholders’ General Meetings for Overseas Listed Companies and Other Matters （《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 after taking into account the needs of the Company for operation and development.

The proposed amendments to the Articles of Association are subject to the approval by the shareholders of the Company by way of special resolution at a general meeting. In particular, the proposed amendments to the original article 135 (the amended article 139) and the original article 137 (the amended article 141) are also subject to the examination and approval by the shareholders at the A share class meeting and the H share class meeting.

The notices of the annual general meeting, the A share class meeting and the H share class meeting, together with a circular containing, among others, details of the proposed amendments to the Articles of Association, will be dispatched to the shareholders of the Company in due course.

The proposed amendments to the Articles of Association are set out below:

Articles Before Revision Articles After Revision Chapter 1 General Provisions Chapter 1 General Provisions Article 1 These Articles of Association (these “Articles” or Article 1 These Articles of Association the “Articles of Association”) are formulated in accordance with the “Articles of Association”) are formulated the Company Law of the People’s Republic of China (the the Company Law of the People’s “Company Law”), the Securities Law of the People’s Republic of “Company Law”), the Securities Law of the China (the “Securities Law”), the Guidelines for the Articles of China (the “Securities Law”), the Guidelines Association of Listed Companies (as amended in 2016) （《上市公 Association of Listed Companies（《上市公司章程指引》）, 司章程指引 （2016年修訂） 》）, the Special Regulations of the State of Corporate Governance for Listed Council on Overseas Offering and Listing of Shares by Corporate Governance for Securities Companies Limited by Shares (the “Special Regulations”), the Provisions on the Administration of Mandatory Provisions for the Articles of Association of Companies, the Special Regulations of the Companies Listed Overseas (the “Mandatory Provisions”), the Overseas Offering and Listing of Shares by Circular Regarding Comments on the Supplements and by Shares (the “Special Regulations”), the Amendments to the Articles of Association of Companies Listed for the Articles of Association of Companies in Hong Kong （《關於到香港上市公司對公司章程作補充修改的意見的 (the “Mandatory Provisions”), the Circular 函》）, the Rules Governing the Listing of Securities on The Stock on the Supplements and Amendments Exchange of Hong Kong Limited (the “Hong Kong Listing Association of Companies Listed Rules”), the Rules Governing the Listing of Stocks on the （《關於到香港上市公司對公司章程作補充修改的意見的函》）, Shanghai Stock Exchange and other applicable regulations to Governing the Listing of Securities on The safeguard the legal interests of China Galaxy Securities Co., Ltd. Kong Limited (the “Hong Kong Listing (the “Company”), its shareholders and creditors, and to regulate Governing the Listing of Stocks on the the organisation and conduct of the Company. and other applicable regulations to safeguard

Article 1 These Articles of Association (these “Articles” or the “Articles of Association”) are formulated in accordance with the Company Law of the People’s Republic of China (the “Company Law”), the Securities Law of the People’s Republic of China (the “Securities Law”), the Guidelines for the Articles of Association of Listed Companies（《上市公司章程指引》）, the Code of Corporate Governance for Listed Companies, the Code of Corporate Governance for Securities Companies, the Provisions on the Administration of Equities of Securities Companies, the Special Regulations of the State Council on Overseas Offering and Listing of Shares by Companies Limited by Shares (the “Special Regulations”), the Mandatory Provisions for the Articles of Association of Companies Listed Overseas (the “Mandatory Provisions”), the Circular Regarding Comments on the Supplements and Amendments to the Articles of Association of Companies Listed in Hong Kong （《關於到香港上市公司對公司章程作補充修改的意見的函》）, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”), the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange and other applicable regulations to safeguard the legal interests of China Galaxy Securities Co., Ltd. (the “Company”), its shareholders and creditors, and to regulate the organisation and conduct of the Company.

Article 2 The Company shall establish an organization of the Communist Party of China in accordance with the Constitution of the Communist Party of China and the Company Law. The Party Committee shall play the core leadership role, providing direction, managing the overall situation and ensuring implementation. The Company shall also establish the working organs of the Party, which shall be equipped with sufficient staff to deal with Party affairs and provided with sufficient funds to operate the Party organization.

Article 2 The Company shall establish an organization of the Communist Party of China in accordance with the Constitution of the Communist Party of China and the Company Law. The Party Committee shall play the leadership role, providing direction, managing the overall situation and ensuring implementation. The Company shall also establish the working organs of the Party, which shall be equipped with sufficient staff to deal with Party affairs and provided with sufficient funds to operate the Party organization.

Article 3 The Company is a joint stock limited company established in accordance with the Company Law, the Securities Law and other applicable regulations.

The Company was established by China Galaxy Financial Holdings Company Limited, Beijing Tsinghua Venture Capital Co., Ltd. （北京清華科技創業投資有限公司）, Chongqing Water Holdings (Group) Co., Ltd. （重慶市水務控股（集團）有限公司）, China General Technology (Group) Holding, Limited（中國通用技術（集團）控股有限責任公司）and China National Building Material Company Limited （中國建材股份有限公司） by means of sponsorship upon approval of the China Securities Regulatory Commission (the “CSRC”) (Zheng Jian Ji Gou Zi [2005] No.163) and subsequently commenced operation upon the CSRC’s approval (Zheng Jian Ji Gou Zi [2006] No. 322). It registered with and was issued a business license by the State Administration for Industry and Commerce of the People’s Republic of China on January 26, 2007. The Company’s business license number is 100000000040694 .

Article 5 Address of the Company: 2-6/F, 35 Finance Street, Xicheng District, Beijing, the PRC

Article 5 Address of the Company: 7-18/F, Building No. 1, No. 8 Xiying Street, Fengtai District, Beijing, the PRC

Postal code: 100033 Postal code: 100073 Tel No.: 4008-888-888 Tel No.: 4008-888-888 Fax No.: 010-66568532 Fax No.: 010-66568640

Articles Before Revision

Articles After Revision

Article 11 The other senior management referred to in these Articles include members of the Executive Committee, deputy general managers (vice presidents), the chief financial officer, the chief compliance officer and the secretary to the board of directors of the Company and such other personnel that hold key posts in the Company as identified by regulators or acknowledged by any board resolution of the Company.

Chapter 2 Scope and Objectives of Business

Article 11 The senior management referred to in these Articles include the General Manager (President), members of the Executive Committee, deputy general managers (vice presidents), the chief financial officer, the chief compliance officer and the secretary to the board of directors of the Company and such other personnel that hold key posts as identified by regulators or acknowledged by any board resolution of the Company.

Chapter 2 Scope and Objectives of Business

	Article 12 The objective of the Company: the Company is committed to developing the securities business in accordance with the laws, regulations and policies of the PRC as well as international practice, adhering to the corporate spirit of “loyalty, tolerance, innovation and excellence” and the “customer oriented, people foremost” business philosophy, and upholding the corporate mission of “creating value and increasing wealth”, aiming to build “the best investment bank with excellent services”, to maximize the shareholders’ long-term interests and the value of the Company, and to promote the development of the national economy and securities market.	Article 12 The objective of the Company: the Company is committed to developing the securities business in accordance with the laws, regulations and policies of the PRC as well as international practice, adhering to the corporate value of “innovation, compliance, service and synergy” and the “customer oriented, people foremost” business philosophy, and focusing on the implementation of national strategies, supporting the development of the real economy, providing services to residents for wealth management and fulfilling corporate social responsibility, aiming to build “a mega securities broker and a modern investment bank”, to achieve the integration of the value of the Company, shareholders’ return, employees’ interests and social responsibility.
	promote the development of the national
	securities market.

	Article 13 Subject to the approval by the CSRC and registration with the company registration authority, the business scope of the Company shall include: securities brokerage, securities investment advisory, financial consultations in relation to securities trading and securities investment, securities underwriting and sponsorship, proprietary securities trading, margin financing and securities leading, agency sale of open-ended securities investment funds, intermediary services to Galaxy Futures, agency sale of financial products, concurrent insurance agency business, custody business of securities investment funds, sale of precious metal products and other businesses approved by the CSRC. The Company shall operate within the approved scope of business. The Company may change its scope of business by amending these Articles accordingly through statutory procedures and registering such changes with the company registration authority, subject to the approval by the CSRC.	Article 13 Subject to the approval by relevant regulatory authorities and registration with the company registration authority, the business scope of the Company shall include: (1) securities brokerage; (2) securities investment advisory; (3) financial consultations in relation to securities trading and securities investment; (4) securities underwriting and sponsorship; (5) proprietary securities trading; (6) margin financing and securities lending business; (7) agency sale of securities investment funds; (8) intermediary services to futures companies; (9) agency sale of financial products; (10) concurrent insurance agency business; (11) custody business of securities investment funds; (12) sale of precious metal products; (13) other businesses approved by relevant regulatory authorities.

Articles Before Revision Articles After Revision Chapter 3 Shares Chapter 3 Shares Section 1 Issue of shares Section 1 Issue of shares Article 14 The share of the Company is in the form of Article 14 The share of the Company is in the form of stock. stock. The Company shall have ordinary shares at any time ; and The Company shall have ordinary shares; and it may have it may have other varieties of shares including preferred shares other varieties of shares including preferred shares as required in as required in accordance with law. accordance with law. Each share of the Company in the same class shall enjoy Each share of the Company in the same class shall enjoy equal rights in any distribution made through dividends or in any equal rights in any distribution made through dividends or in any other forms. other forms.

Article 17 Subject to the approval of the CSRC and other relevant regulatory authorities, the Company may issue shares to domestic investors and foreign investors.

“Foreign investors” referred to in the previous paragraph shall mean those investors in foreign countries, Hong Kong, Macau and Taiwan who subscribe for shares issued by the Company. “Domestic investors” shall mean those investors in the PRC other than those investors from the aforesaid regions who subscribe for shares issued by the Company.

Article 17 Subject to the registration with or fulfilment of relevant procedures of the securities regulatory authorities and other relevant regulatory authorities, the Company may issue shares to domestic investors and foreign investors.

“Foreign investors” referred to in the previous paragraph shall mean those investors in foreign countries, Hong Kong Special Administrative Region of the PRC (“Hong Kong”) , Macau Special Administrative Region and Taiwan who subscribe for shares issued by the Company. “Domestic investors” shall mean those investors in the PRC other than those investors from the aforesaid regions who subscribe for shares issued by the Company.

Article 20 Shares issued by the Company to domestic Article 20 Shares issued by the Company to domestic investors for subscription in RMB shall be referred to as investors for subscription in RMB shall be referred to as “domestic shares”. Domestically listed domestic shares shall be “domestic shares”. Domestically listed domestic shares shall be referred to as “A shares”. Shares issued by the Company to referred to as “A shares”. Shares issued by the Company to foreign investors for subscription in foreign currencies shall be foreign investors for subscription in foreign currencies shall be referred to as “foreign shares”. Foreign shares listed overseas referred to as “foreign shares”. Foreign shares listed overseas shall be referred to as “overseas listed foreign shares”. shall be referred to as “overseas listed foreign shares”.

Upon obtaining the approval from the State Council’s securities regulator , shareholders may list and trade their unlisted shares on an overseas stock exchange. The listing and trading of such shares shall comply with the procedures, regulations and requirements prescribed by the relevant overseas stock market. No class shareholder voting is required for such listing and trading of shares on an overseas stock exchange.

Article 21 The board of directors of the Company may issue overseas listed foreign shares and domestic shares separately, subject to the approval of the Company’s plan of issuance of overseas listed foreign shares and domestic shares by the CSRC .

Pursuant to such approved plan, the Company may conduct the issuance of both classes of shares separately within 15 months from the date of approval by the CSRC .

Upon registration with or fulfilment of relevant procedures of the securities regulatory authorities , shareholders may list and trade their unlisted shares on an overseas stock exchange. The listing and trading of such shares shall comply with the procedures, regulations and requirements prescribed by the relevant overseas stock market. No class shareholder voting is required for such listing and trading of shares on an overseas stock exchange.

Article 21 The board of directors of the Company may issue overseas listed foreign shares and domestic shares separately, subject to the registration of the Company’s plan of issuance of overseas listed foreign shares and domestic shares with or fulfilment of relevant procedures of the securities regulatory authorities .

Pursuant to such approved plan, the Company may conduct the issuance of both classes of shares separately within 15 months from the date of registration with or fulfilment of relevant procedures of the securities regulatory authorities .

Articles Before Revision

Articles After Revision

Article 22 The proposed issuance of overseas listed foreign shares and domestic shares in such number as determined by the Company in its issuance plan shall be fully subscribed for at their respective offerings. If the shares are not fully subscribed for at the offerings for any special reason, the shares may, subject to the approval by the CSRC , be issued in a number of offerings.

Article 23 The Company or its subsidiaries (including associated entities of the Company) shall not, by way of gift, advance, guarantee, compensation, loan or otherwise, provide any financial assistance to any person who acquires or proposes to acquire any shares in the Company.

Article 24 The Company shall establish a long-term incentive scheme for directors, supervisors, the senior management and employees. The Company shall prepare a draft long-term incentive scheme, subject to the review by the board of directors and the shareholders’ general meeting and approval by the relevant competent departments. The scheme shall become effective upon approval by or filing with the CSRC or its local office.

Section 2 Addition, Reduction and Repurchase of Shares

Article 25 Subject to resolution by the shareholders at shareholders’ general meeting, the Company may, based on its requirements for operation and development and in accordance with applicable laws and regulations, increase its capital by way of: (1) an open offer of new shares to non-specified investors ;

(2) a private placement of shares;

(3) rights issue of new shares to existing shareholders;

(4) bonus issue of new shares to existing shareholders;

(5) capitalization of surplus reserve; and

(6) any other form permitted by laws, regulations and the relevant regulatory authorities.

Issues of new shares by the Company for capital increase shall be subject to approval as specified in these Articles and shall follow the procedures as required by laws and regulations.

Article 27 If the Company reduces its registered capital, it shall prepare a balance sheet and a checklist of its assets.

Article 22 The proposed issuance of overseas listed foreign shares and domestic shares in such number as determined by the Company in its issuance plan shall be fully subscribed for at their respective offerings. If the shares are not fully subscribed for at the offerings for any special reason, the shares may, subject to the registration with or fulfilment of relevant procedures of the securities regulatory authorities , be issued in a number of offerings.

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Article 23 The Company shall implement incentive schemes including share incentives and employee stock ownership schemes in accordance with relevant laws, regulations and the Articles of Association. The incentive schemes of the Company shall be conducive to the enhancement of the Company’s innovative development ability and the promotion of its sustainable development, without prejudicing the legal interest of the Company and its shareholders.

Section 2 Addition, Reduction and Repurchase of Shares

Article 24 Subject to resolution by the shareholders at shareholders’ general meeting, the Company may, based on its requirements for operation and development and in accordance with applicable laws and regulations, increase its capital by way of:

(1) a public offering of shares ;

(2) a private placement of shares;

(3) rights issue of new shares to existing shareholders;

(4) bonus issue of new shares to existing shareholders;

(5) capitalization of surplus reserve; and

(6) any other form permitted by laws, regulations and the relevant regulatory authorities.

Issues of new shares by the Company for capital increase shall be subject to fulfilment of relevant procedures as specified in these Articles and shall follow the procedures as required by laws and regulations.

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The Company shall notify its creditors within 10 days and publish an announcement in a newspaper within 30 days following its resolution approving the reduction of registered capital. The creditors shall be entitled to require the Company to settle its debts or provide guarantees in favour of such creditors for the debt settlement within 30 days after receipt of such notice or within 45 days after the first publication of the announcement in cases where the notice is not received. The registered capital of the Company, upon such reduction, shall not fall below the minimum statutory requirement.

Articles Before Revision

Articles After Revision

Article 28 The Company may, pursuant to applicable laws, regulations and these Articles, repurchase its shares under the following circumstances:

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

(2) to merge with another company holding shares in the Company;

(3) to grant shares to employees of the Company as incentives ;

(4) to acquire shares held by dissident shareholders (if so requested) who vote against resolution proposed in shareholders’ general meeting on the merger or division of the Company; and (5) other circumstances as permitted by laws and regulations .

The Company shall not otherwise engage in dealings of its shares, save for the circumstances specified above.

Article 26 The Company may, pursuant to applicable laws, regulations and these Articles, repurchase its shares under the following circumstances:

(1) to reduce the registered capital of the Company; (2) to merge with another company holding shares in the Company;

(3) to use shares for employee stock ownership scheme or share incentive ;

(4) to acquire shares held by dissident shareholders (if so requested) who vote against resolution proposed in shareholders’ general meeting on the merger or division of the Company; (5) to use shares for conversion of corporate bonds which are convertible into shares issued by the Company; and

(6) where it is necessary to safeguard the value of the Company and the interests of its shareholders .

The Company shall not otherwise engage in dealings of its shares, save for the circumstances specified above. Any acquisition of the Company’s shares under the circumstances as required in items (1) and (2) of the preceding paragraph shall be resolved at a shareholders’ general meeting; any acquisition of the Company’s shares under the circumstances as required in items (3), (5) and (6) of the preceding paragraph shall, after obtaining the authorisation of the shareholders’ general meeting, be approved by a resolution of the board meeting where two-thirds or more of the directors are present.

If the Company acquires its own shares, it shall fulfil its information disclosure obligation as required under laws and regulations and by the securities regulatory authorities as well as the stock exchange(s) in the place(s) where the shares of the Company are listed.

After the Company has acquired its shares according to the provision of the first paragraph of this article, in the event of item (1), the same shall be cancelled within 10 days from the date of acquisition; in the event of item (2) or (4) above, the same shall be transferred or cancelled within 6 months; in the event of items (3), (5) and (6), the aggregate number of the Company’s shares held by the Company itself shall not exceed 10% of its total shares in issue and shall be transferred or cancelled within 3 years after the acquisition.

The Company shall not accept its own shares as the subject of pledge.

Where relevant laws and regulations and the securities regulatory authorities as well as the stock exchange(s) in the place(s) where the shares of the Company are listed provide otherwise in relation to the above share acquisition and cancellation, such provisions shall prevail.

Article 29 The Company may repurchase its shares in one of the following manners:

(1) to offer to repurchase shares from all shareholders in equal proportions;

(2) to repurchase through open transaction in stock exchanges;

(3) to repurchase through over-the-counter agreement; and (4) other means as permitted by laws, regulations and the relevant competent department .

Article 27 The Company may repurchase its shares in one of the following manners:

(1) to offer to repurchase shares from all shareholders in equal proportions;

(2) to repurchase through open transaction in stock exchanges;

(3) to repurchase through over-the-counter agreement; and (4) other means as permitted by laws, regulations , the relevant regulatory authorities as well as the securities regulatory authorities and the stock exchange(s) in the ’ place(s) where the Company s shares are listed .

If the Company acquires its own shares under the circumstances as required in items (3), (5) and (6) of the first paragraph of Article 26, it shall be carried out through centralized public transaction.

Articles Before Revision

Articles After Revision

Article 32 Unless the Company is in the course of liquidation, the Company must comply with the following provisions in relation to the repurchase of its outstanding shares: (1) where the Company repurchases shares at par value, the payment shall be made out of the balance of the distributable profits of the Company or the proceeds from issue of new shares for the purpose of repurchase of shares;

(2) where the Company repurchases shares at a premium, the payment of the par value shall be made out of the balance of the distributable profits of the Company or the proceeds from issue of new shares for the purpose of repurchase of shares, and the payment of the premium in excess of the par value shall be made as follows:

(i) out of the balance of the distributable profits of the Company, if such shares being repurchased were issued at par value;

(ii) out of the balance of the distributable profits of the Company or the proceeds from issue of new shares for the purpose of repurchase of shares, if such shares being repurchased were issued at a premium; provided that the amount paid out of the proceeds from issue of new shares shall not exceed the premiums received by the Company in aggregate on the issue of the shares being repurchased, nor the amount in the capital reserve account of the Company (including the premiums on the issue of new shares) at the time of the repurchase;

(3) Expenses incurred by the Company for the following purposes shall be paid out of the distributable profits of the Company:

acquisition of the right to repurchase its shares;
modification of any contract for repurchase of its shares; 3. release of its obligations under any contract for repurchase of its shares;

(4) The registered capital of the Company shall be reduced by the aggregate par value of the cancelled shares in accordance with relevant regulations. Upon such reduction, the amount deducted from the distributable profits of the Company for the payment of par value for repurchase of the shares shall be charged to the capital reserve account of the Company.

Where any law, regulation or relevant requirements of the securities regulators in the place where the Company’s shares are listed require otherwise in respect of the foregoing financial arrangement relating to share repurchase, such law, regulation or requirements shall prevail.

Article 30 Unless the Company is in the course of liquidation, the Company must comply with the following provisions in relation to the repurchase of its outstanding shares:

(1) where the Company repurchases shares at par value, the payment shall be made out of the balance of the distributable profits of the Company or the proceeds from issue of new shares for the purpose of repurchase of shares;

(i) out of the balance of the distributable profits of the Company, if such shares being repurchased were issued at par value;

(3) Expenses incurred by the Company for the following purposes shall be paid out of the distributable profits of the Company:

acquisition of the right to repurchase its shares;
modification of any contract for repurchase of its shares; 3. release of its obligations under any contract for repurchase of its shares;

Where any law, regulation or relevant requirements of the securities regulatory authorities and the stock exchange(s) in the place where the Company’s shares are listed require otherwise in respect of the foregoing financial arrangement relating to share repurchase, such law, regulation or requirements shall prevail.

Articles Before Revision

Articles After Revision

Section 3 Transfer of Shares

Section 3 Transfer of Shares

Article 33 Unless otherwise required by applicable laws, regulations and the securities regulators in the place where the Company’s shares are listed, the shares of the Company are transferrable free of any form of lien. Transfer of overseas listed foreign shares listed in Hong Kong shall be registered with the share registrar in Hong Kong engaged by the Company.

Article 34 The Company shall not accept its own shares as the subject of pledge.

Article 36 Where any director, supervisor, member of the senior management of the Company or any shareholder that holds 5% or more of the Company’s shares may sell his/her shares within six months following his/her purchase of shares, or repurchase shares of the Company within six months following his/her disposal of shares, the board of directors shall confiscate any such gains so earned for the benefit of the Company; provided, however, that the six-month restriction shall not apply to the circumstance where any securities company holds 5% or more of the Company’s shares as a result of its underwriting of the remaining unsold shares under an offering as purchased by it and then disposes of such shares . If the board of directors fails to comply with the provisions of the preceding paragraph, any shareholder may require the board of directors to implement relevant provisions within 30 days. If the board of directors fails to implement the requirements within such specified time, such shareholder may file a lawsuit with the people’s court directly in his/her own name for the benefit of the Company.

If the board of directors fails to comply with the provisions of the first paragraph, the responsible directors shall assume joint and several liabilities in accordance with law.

Article 31 Unless otherwise required by applicable laws, regulations and the securities regulatory authorities and the stock exchange(s) in the place where the Company’s shares are listed, the shares of the Company are transferrable free of any form of lien. Transfer of overseas listed foreign shares listed in Hong Kong shall be registered with the share registrar in Hong Kong engaged by the Company.

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Article 33 Where any director, supervisor, member of senior management of the Company or any shareholder that holds 5% or more of the Company’s shares may sell his/her shares or other securities of the equity nature within six months following his/her purchase of shares or securities , or repurchase shares or securities of the Company within six months following his/her disposal of shares or securities , the board of directors shall confiscate any such gains so earned for the benefit of the Company; except for the circumstance where any securities company holds 5% or more of the Company’s shares as a result of its purchase of the remaining unsold shares under an offering as underwritten by it , and any other circumstances specified by the securities regulatory authorities .

The shares or other securities of the equity nature held by a director, supervisor, member of the senior management or a natural person shareholder as mentioned in the preceding paragraph shall include the shares or other securities of the equity nature held by his/her spouse, parents or children and through any other person’s account.

If the board of directors fails to comply with the provisions of the preceding paragraph, any shareholder may require the board of directors to implement relevant provisions within 30 days. If the board of directors fails to implement the requirements within such specified time, such shareholder may file a lawsuit with the people’s court directly in his/her own name for the benefit of the Company.

If the board of directors fails to comply with the provisions of the first paragraph, the responsible directors shall assume joint and several liabilities in accordance with law.

Articles Before Revision

Articles After Revision

Section 4 Financial Assistance for the Purchase of the Company’s Shares

Article 39 The Company or its subsidiaries shall not at any time provide any financial assistance in any form to any purchaser or prospective purchaser for the purchase or proposed purchase of shares of the Company. The said purchasers of shares of the Company shall include such person that directly or indirectly assumes the obligations for the purpose of purchasing shares of the Company.

The Company or its subsidiaries shall not at any time provide any financial assistance in any form to the above obligated persons in order to reduce or discharge their obligations for the purpose of the purchase or proposed purchase of shares of the Company.

This article shall not apply to the circumstances described in Article 41 .

Section 5 Share Certificates and Register of Shareholders

Article 42 The share certificates of the Company shall be in registered form and contain the following particulars:

(1) the name of the Company;

(2) the date of incorporation of the Company;

(3) the class and par value of the shares and the number of shares represented by the certificate;

(4) the serial number of the share certificate;

(5) any other particulars required by the Company Law and the securities regulators in the place where the Company’s shares are listed.

The Company may issue certificates of overseas listed foreign shares in the form of foreign depository receipts or other derivatives in accordance with the laws and the practice of registration and deposit of securities in the place of its listing.

Article 43 Share certificates of the Company shall be signed by the chairman of the board of directors. The share certificates shall also be signed by the General Manager (President) or other senior management of the Company if so required by the securities regulators and the stock exchange(s) in the place where the shares of the Company are listed. The share certificates shall take effect after being affixed or imprinted with the seal of the Company. The affixing of the seal of the Company shall be authorized by the board of directors. The signatures of the chairman of the board of directors, the General Manager (President) or other senior management of the Company on the certificates may also be in printed form.

Relevant requirements of the securities regulators and stock exchange(s) in the place where the shares of the Company are listed shall otherwise apply, in case of a paperless issue and transaction.

Section 4 Financial Assistance for the Purchase of the Company’s Shares

Article 36 The Company or its subsidiaries shall not at any time provide any financial assistance in any form (including but not limited to gift, advance, guarantee, compensation or loan, etc.) to any purchaser or prospective purchaser for the purchase or proposed purchase of shares of the Company. The said purchasers of shares of the Company shall include such person that directly or indirectly assumes the obligations for the purpose of purchasing shares of the Company.

This article shall not apply to the circumstances described in Article 38 .

Section 5 Share Certificates and Register of Shareholders

Article 39 The share certificates of the Company shall be in registered form and contain the following particulars:

(1) the name of the Company;

(2) the date of incorporation of the Company;

(3) the class and par value of the shares and the number of shares represented by the certificate;

(4) the serial number of the share certificate;

(5) any other particulars required by the Company Law and the securities regulatory authorities and the stock exchange(s) in the place where the Company’s shares are listed.

Article 40 Share certificates of the Company shall be signed by the chairman of the board of directors. The share certificates shall also be signed by the General Manager (President) or other senior management of the Company if so required by the securities regulatory authorities and the stock exchange(s) in the place where the shares of the Company are listed. The share certificates shall take effect after being affixed or imprinted with the seal of the Company. The affixing of the seal of the Company shall be authorized by the board of directors. The signatures of the chairman of the board of directors, the General Manager (President) or other senior management of the Company on the certificates may also be in printed form.

Relevant requirements of the securities regulatory authorities and stock exchange(s) in the place where the shares of the Company are listed shall otherwise apply, in case of a paperless issue and transaction.

Articles Before Revision Articles After Revision Article 44 The Company shall maintain a register of Article 41 The Company shall maintain a register of shareholders to record the names and following particulars of its shareholders to record the names and following particulars of its shareholders: shareholders: (1) the name, address, occupation or nature of each (1) the name, address, occupation or nature of each shareholder; shareholder; (2) the class and number of the shares held by each (2) the class and number of the shares held by each shareholder; shareholder; (3) the amount paid or payable on the shares held by each (3) the amount paid or payable on the shares held by each shareholder; shareholder; (4) serial numbers of the share certificates held by each (4) serial numbers of the share certificates held by each shareholder; shareholder; (5) the date of registration as shareholder; (5) the date of registration as shareholder; (6) the date of deregistration as shareholder. (6) the date of deregistration as shareholder. The register of shareholders shall be sufficient evidence of The register of shareholders shall be sufficient evidence of the shareholders’ shareholding of the Company, unless there is the shareholders’ shareholding of the Company, unless there is evidence to the contrary. evidence to the contrary.

Any and all overseas listing or transfer of overseas listed foreign shares shall be registered in the register of shareholders of overseas listed foreign shares of the Company which shall be maintained at the jurisdiction where the shares of the Company are listed as required by these Articles.

Article 45 The Company may, pursuant to the understanding or agreement between the CSRC and overseas securities regulators , maintain the register of shareholders of overseas listed foreign shares in any place outside China and engage an agency overseas to exercise its administration on its behalf. The original of the register of shareholders of overseas listed foreign shares listed on the Hong Kong Stock Exchange shall be maintained in Hong Kong.

Where there is any inconsistency between the original and duplicate of the register of shareholders of overseas listed foreign shares, the original shall prevail.

Article 48 No changes shall be made to the register of shareholders in respect of any transfer of shares within thirty days prior to the convening of the shareholders’ general meeting or five days prior to the date of decision by the Company on distribution of dividend.

If there are any requirements of the securities regulators in the place where the Company’s shares are listed, such requirements shall apply.

Article 42 The Company may, pursuant to the understanding or agreement between the securities regulatory authority of the State Council and overseas securities regulatory authorities , maintain the register of shareholders of overseas listed foreign shares in any place outside China and engage an agency overseas to exercise its administration on its behalf. The original of the register of shareholders of overeseas listed foreign shares listed on the Hong Kong Stock Exchange shall be maintained in Hong Kong.

The Company shall maintain a duplicate of the register of shareholders of overseas listed foreign shares at the domicile of the Company. The overseas agent engaged by the Company shall ensure that the original and duplicate of the register of shareholders of overseas listed foreign shares are consistent from time to time and at all times. Where there is any inconsistency between the original and duplicate of the register of shareholders of overseas listed foreign shares, the original shall prevail. Article 45 If there are any requirements on the period for closure of register of shareholders prior to the convening of the shareholders’ general meeting or prior to the date of decision by the Company on distribution of dividend in the laws, administrative regulations, department rules, normative documents and of the relevant securities regulatory authorities and the stock exchange(s) in the place where the Company’s shares are listed, such requirements shall apply.

Articles After Revision

Articles Before Revision

Chapter 4 Party Committee

Article 55 The Party Committee shall perform its duties in accordance with the internal laws and regulations of the Party including the Constitution of the Communist Party of China and the Working Rules of the Communist Party Committee of China (Trial) .

(1) To ensure and supervise the Company’s implementation of policies and guidelines of the Party and the State, and implement major strategic decisions of the Central Committee of the Party and the State Council, as well as important work arrangements of the Party organizations of higher levels.

(2) To strengthen its leadership and gate keeping role in the process of selection and appointment of personnel, focus on standards, procedure, evaluation and supervision, and adhere to the principle of the Party supervising the performance of officials while ensuring the lawful selection by the board of directors of the senior management and the lawful exercise of the power of the senior management in the employment of personnel.

(3) To research and discuss the reform, development and stability of the Company, major operational and management issues and major issues concerning employees’ interests, and provide comments and suggestions; to support the shareholders’ general meeting, the board of directors, the supervisory committee and the senior management in performing their duties in accordance with law, and support the employee representatives’ meeting in carrying out its work.

(4) To undertake the main responsibility of comprehensive and strict Party management; to lead the Company’s ideological and political work, the united front work, the spiritual civilization construction, the corporate culture cultivation as well as the work of groups such as the labor union and the Communist Youth League; to lead the construction of the Party’s working style and its clean and honest administration, and support the discipline inspection committee in earnestly performing its supervisory responsibilities.

(5) To strengthen the Company’s grassroots Party organizations and their team building, give full play to the role of the Party branches as strongholds and to the role of the Party members as pioneers and fine examples, and unite and lead officials and employees to devote themselves into the reform and development of the Company.

(6) To handle other important matters within the scope of duties of the Party Committee.

Chapter 4 Party Organization

Article 52 The Party Committee shall perform its duties in accordance with the internal laws and regulations of the Party including the Constitution of the Communist Party of China and the Working Rules of the Communist Party Committee of China.

(6) To handle other important matters within the scope of duties of the Party Committee.

Articles Before Revision

Chapter 5 Shareholders and Shareholders’ General Meetings Section 1 Shareholders

Article 56 Any shareholder of the Company and its de facto controller shall meet the qualification conditions required by laws, administrative regulations and the CSRC .

In case of any share transfer by any shareholder, such shareholder shall ensure that the transferee and its de facto controller satisfy the qualification conditions required by laws, administrative regulations and the CSRC .

A shareholder of the Company is a person who holds shares of the Company according to law and whose name is entered into the register of shareholders.

Where there are two or more persons registered as the joint shareholders of any shares, they shall be regarded as co-owners of relevant shares, subject to the following provisions: (1) the Company shall not register more than four persons as joint shareholders of any shares;

(2) all joint shareholders of any shares shall be jointly and severally liable for all relevant costs payable;

(3) if one of the joint shareholders deceased, only the other existing shareholder(s) shall be deemed as the owner of relevant shares, provided that the board of directors may require a certificate of death of relevant shareholder which it thinks appropriate for the purpose of updating the register of shareholders;

(4) in respect of the joint shareholders of any shares, only the joint shareholder whose name stands first on the register of shareholders have the right to receive the certificate of relevant shares and notices of shareholders’ general meetings of the Company, and to attend or exercise all voting rights in respect of relevant shares at shareholders’ general meetings of the Company. Any notice delivered to the aforesaid shareholder shall be deemed delivered to all the joint shareholders of relevant shares.

Articles After Revision

Chapter 5 Shareholders and Shareholders’ General Meetings Section 1 Shareholders

Article 53 A shareholder of the Company is a person who holds shares of the Company according to law and whose name is entered into the register of shareholders.

Any shareholder of the Company and its de facto controller shall meet the qualification conditions required by laws, administrative regulations and the securities regulatory authorities .

A shareholder shall have the rights and assume the obligations in respect of the class and number of shares held. Shareholders who hold shares of the same class shall have the same rights and assume the same obligations. Where there are two or more persons registered as the joint shareholders of any shares, they shall be regarded as co-owners of relevant shares, subject to the following provisions:

(1) the Company shall not register more than four persons as joint shareholders of any shares; (2) all joint shareholders of any shares shall be jointly and severally liable for all relevant costs payable; (3) if one of the joint shareholders deceased, only the other existing shareholder(s) shall be deemed as the owner of relevant shares, provided that the board of directors may require a certificate of death of relevant shareholder which it thinks appropriate for the purpose of updating the register of shareholders;

Articles Before Revision Articles After Revision Article 57 The holders of the ordinary shares of the Article 54 The holders of the ordinary shares of the Company shall have the following rights: Company shall have the following rights: (1) the right to receive dividends and other distributions on (1) the right to receive dividends and other distributions on a pro rata basis in respect of the number of shares held; a pro rata basis in respect of the number of shares held; (2) the right to attend and vote at shareholders’ general (2) the right to attend and vote at shareholders’ general meetings in person or by proxy; meetings in person or by proxy; (3) the right to supervise and manage the operations of the (3) the right to supervise and manage the operations of the Company and to raise proposals or queries; Company and to raise proposals or queries; (4) the right to transfer shares in accordance with laws, (4) the right to transfer shares in accordance with laws, regulations and the provisions of these Articles; regulations and the provisions of these Articles; (5) the right to obtain relevant information in accordance (5) the right to obtain relevant information in accordance with these Articles, including: with these Articles, including: 1. the right to obtain a copy of these Articles, subject to 1. the right to obtain a copy of these Articles, subject to payment of costs; payment of costs; 2. the right to access and copy the following, subject to 2. the right to access and copy the following, subject to payment of a reasonable fee: payment of a reasonable fee: (i) the entire register of shareholders made of all parts; (i) the entire register of shareholders made of all parts; (ii) personal particulars of the directors, supervisors, (ii) personal particulars of the directors, supervisors, General Manager (President) and other senior management of the General Manager (President) and other senior management of the Company; Company; (iii) the status of the share capital of the Company; (iii) the status of the share capital of the Company; (iv) the latest audited financial statements and the reports (iv) the latest audited financial statements and the reports of the board of directors, the auditors and the supervisory of the board of directors, the auditors and the supervisory committee of the Company; committee of the Company; (v) special resolutions of the shareholders’ general (v) special resolutions of the shareholders’ general meetings and/or the board meetings of the Company; meetings and/or the board meetings of the Company;

(vi) the aggregate par value, the number, the highest and (vi) the aggregate par value, the number, the highest and the lowest prices paid, in respect of each class of shares the lowest prices paid, in respect of each class of shares repurchased by the Company since the previous financial year repurchased by the Company since the previous financial year and the total amount paid by the Company for this purpose, and the total amount paid by the Company for this purpose, categorized as domestic shares and foreign shares, respectively; categorized as domestic shares and foreign shares, respectively; (vii) minutes of shareholders’ general meetings; (vii) minutes of shareholders’ general meetings; (viii) a copy of the latest annual inspection report filed (viii) a copy of the latest annual inspection report filed with the State Administration for Industry and Commerce or with the State Administration for Industry and Commerce or other competent authorities; other competent authorities; (ix) counterfoils of the bonds of the Company; (ix) counterfoils of the bonds of the Company; (x) resolutions of board meetings; (x) resolutions of board meetings; (xi) resolutions of meetings of the supervisory committee; (xi) resolutions of meetings of the supervisory committee; (xii) financial statements. (xii) financial statements.

Articles Before Revision

Items (i) to (viii) above (except item (ii)) shall be placed at the office of the Company in Hong Kong in accordance with the Hong Kong Listing Rules for inspection by the public and holders of its overseas listed foreign shares free of charge. Item (vii) shall be available for inspection by shareholders only.

(6) the right to request the Company to repurchase its shares so long as the shareholder dissents the resolutions of the shareholders’ general meeting approving a merger or division of the Company;

(7) in the event of the dissolution or liquidation of the Company, the right to participate in the distribution of the remaining assets of the Company in respect of the number of shares then held;

(8) other rights conferred by laws, regulations and these Articles.

No power shall be exercised to freeze or otherwise impair any of the rights attached to relevant share as a result of the failure of any directly or indirectly interested person to disclose his/her interest to the Company.

Any shareholder (or its de facto controller) who holds 5% or more of the shares of the Company shall notify the Company within five business days of any of the following:

(1) its shares of the Company are subject to any property preservation or other mandatory measures;

(2) any of its shares of the Company are pledged;

(3) the de facto controller of any shareholder who holds 5% or more of the shares of the Company is changed;

(4) its name is changed;

(5) a merger or division is effected;

(6) it is ordered to suspend operation, or is appointed a receiver, or is taken over, subject to revocation or other regulatory measures or in the process of dissolution, bankruptcy or liquidation;

(7) it is imposed upon administrative penalties or criminal punishment due to serious violation of laws or regulations;

Articles After Revision

(6) the right to request the Company to repurchase its shares so long as the shareholder dissents the resolutions of the shareholders’ general meeting approving a merger or division of the Company;

(7) in the event of the dissolution or liquidation of the Company, the right to participate in the distribution of the remaining assets of the Company in respect of the number of shares then held;

(8) other rights conferred by laws, regulations and these Articles.

Shareholders who shall obtain but have not obtained the approval from or have not made due filing with the regulatory department, or have not completed the rectification process, shall not exercise the rights of requesting a general meeting, voting, nomination, making a proposal, and disposing of shares, etc. Shareholders who make false statements, abuse shareholders’ rights or do other acts that prejudice the interests of the Company shall not exercise the rights of requesting a general meeting, voting, nomination, making a proposal, and disposing of shares, etc.

Any shareholder (or its de facto controller) who holds 5% or more of the shares of the Company shall notify the Company within five business days of any of the following:

(1) its shares of the Company are subject to any property preservation or other mandatory measures;

(2) any of its shares of the Company are pledged;

(3) the de facto controller of any shareholder who holds 5% or more of the shares of the Company is changed;

(4) its name is changed;

(5) a merger or division is effected;

(6) it is ordered to suspend operation, or is appointed a receiver, or is taken over, subject to revocation or other regulatory measures or in the process of dissolution, bankruptcy or liquidation;

(7) it is imposed upon administrative penalties or criminal punishment due to serious violation of laws or regulations;

Articles Before Revision

Articles After Revision

(8) other circumstances that may result in the transfer of the shares of the Company that it holds or controls or otherwise affect the operation of the Company.

The Company shall report to the local office of the CSRC in the place where it is domiciled within five business days upon its being aware of any circumstances specified in the preceding paragraph.

Any shareholder shall notify the Company in advance in the event that such shareholder will hold 5% or more of the registered capital of the Company through subscription for or acquisition of the Company’s shares or the equity in any other shareholder of the Company or otherwise, and shall formally hold a corresponding proportion of shares after completing the approval procedures with the CSRC . No entities or individuals are allowed to directly or indirectly hold 5% or more of the Company’s shares without the approval from the CSRC . Otherwise, it shall be rectified within a prescribed period of time, and any voting right in respect of such shares shall not be exercised prior to such rectification.

Article 58 Where any shareholder proposes to inspect relevant information described in the preceding article or requests any materials, such shareholder shall provide the Company with written documents evidencing the class and number of shares held, and the Company shall provide such relevant information or such materials upon request after verifying his shareholder status.

The Company shall promptly inform all shareholders by way of a written notice or an announcement, and report to the local office of the CSRC in the place where the Company is domiciled in the event of any of the following:

(1) the Company or any of its directors, supervisors or senior management is suspected of being involved in a material violation of laws and regulations;

(2) the financial position of the Company continues to deteriorate to the extent that the risk control indicators fall below the standards required by the CSRC ;

(3) the Company records material losses;

(4) the Company proposes to change any of its legal representative, the chairman of the board of directors, the chairman of the supervisory committee or the General Manager (President);

(5) an extraordinary event that may cause material adverse effect to the interests of the Company and its customers;

(6) other events that may affect the sustainable operation of the Company.

(8) other circumstances that may result in the transfer of the shares of the Company that it holds or controls or otherwise affect the operation of the Company.

The Company shall report to the relevant regulatory authorities in the place where it is domiciled within five business days upon its being aware of any circumstances specified in the preceding paragraph. Any shareholder shall notify the Company in advance in the event that such shareholder will hold 5% or more of the registered capital of the Company through subscription for or acquisition of the Company’s shares or the equity in any other shareholder of the Company or otherwise. Shareholders shall formally hold a corresponding proportion of shares after completing the approval procedures with the relevant regulatory authorities where the transaction involved the change of substantial shareholders or de factor controller of the Company. No entities or individuals are allowed to be a substantial shareholder or de factor controller of the Company without the approval from the relevant regulatory authorities . Otherwise, it shall be rectified within a prescribed period of time, and any voting right in respect of such shares may not be exercised prior to such rectification.

Article 55 Where any shareholder proposes to inspect relevant information described in the preceding article or requests any materials, such shareholder shall provide the Company with written documents evidencing the class and number of shares held, and the Company shall provide such relevant information or such materials upon request after verifying his shareholder status. Article 56 The Company shall establish an effective mechanism to communicate with its shareholders so as to protect the shareholders’ right to information according to law. The Company shall promptly inform all shareholders by way of a written notice or an announcement, and report to the relevant regulatory authorities in the place where the Company is domicled in the event of any of the following:

(1) the Company or any of its directors, supervisors or senior management is suspected of being involved in a material violation of laws and regulations;

(2) the financial position of the Company continues to deteriorate to the extent that the risk control indicators fall below the standards required by the relevant regulatory authorities ; (3) the Company records material losses;

(4) the Company proposes to change any of its legal representative, the chairman of the board of directors, the chairman of the supervisory committee or the General Manager (President); (5) an extraordinary event that may cause material adverse effect to the interests of the Company and its customers; (6) other events that may affect the sustainable operation of the Company.

Articles Before Revision

Articles After Revision

Article 62 The holders of ordinary shares of the Company shall have the following obligations: (1) that each holder shall comply with laws, regulations and these Articles; (2) that each holder shall make the payment in respect of the shares subscribed for and the method of subscription ;

( 3 ) that each holder may not claim the share capital in respect of its shares, unless otherwise specified by laws or regulations;

( 4 ) that each holder shall not abuse rights of shareholder to the detriment of the interest of the Company or other shareholders, nor abuse the Company’s independent legal person status or the limited liability of shareholders to the detriment of the interest of the creditors of the Company;

In the event of any loss caused to the Company or other shareholders arising from any abuse of the shareholder’s right, such shareholder shall be liable for compensation in accordance with law.

In the event of any material damage caused to the interest of the creditors of the Company arising from any abuse of the Company’s independent legal person status and the limited liability of the shareholders by any shareholder to evade from debts, such shareholder shall be jointly and severally liable for the Company’s debts.

( 5 ) that each holder shall assume other obligations imposed by laws, regulations and these Articles.

Each of the shareholders is not obligated to undertake the obligations of any additional share capital, except for the conditions agreed upon while subscribing for the shares.

Article 60 The holders of ordinary shares of the Company shall have the following obligations:

(1) that each holder shall comply with laws, regulations and these Articles;

(2) that each holder shall fulfill their capital contribution obligations in strict compliance with laws, regulations, and the requirements of the CSRC, and use their self-owned funds to acquire shares of the Company, the source of which shall be legal, while funds other than self-owned funds such as entrusted funds are prohibited for such shares acquisition, except for the circumstances recognized by laws and regulations and the CSRC ;

(3) that the shareholders holding 5% or more equity interest in the Company or the controlling shareholder shall replenish capital to the Company when necessary;

( 4 ) that each holder may not claim the share capital in respect of its shares, unless otherwise specified by laws or regulations;

( 5 ) that each holder shall not abuse rights of shareholder to the detriment of the interest of the Company or other shareholders, nor abuse the Company’s independent legal person status or the limited liability of shareholders to the detriment of the interest of the creditors of the Company;

In the event of any loss caused to the Company or other shareholders arising from any abuse of the shareholder’s right, such shareholder shall be liable for compensation in accordance with law.

( 6 ) that each holder shall assume other obligations imposed by laws, regulations and these Articles.

Each of the shareholders is not obligated to undertake the obligations of any additional share capital, except for the conditions agreed upon while subscribing for the shares.

Article 63 Any shareholder holding 5% or more of the voting shares of the Company, who pledges its shares, shall report to the Company in writing of the same on the date which such pledge occurs.

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		Articles	Before	Revision	Articles After Revision
	–				Article 61 The shareholding period of the Company’s
					shareholders shall be in conformity with laws, administrative
					regulations and the relevant provisions of the CSRC. Where
					shareholders of the Company acquire equity in other
					securities firms by way of share conversion, the shareholding
					period may be counted continuously.
					Where the major assets of shareholders of the Company
					are equity in securities firms, the controlling shareholder and
					the de facto controller of the shareholders shall abide by the
					same lock-up period for the equity of the Company under its
					control as the shareholders of the Company, except for the
					circumstances recognized by the CSRC according to law.
	–				Article 62 The shareholders of the Company shall not
					pledge their equity in the Company during the equity lock-up
					period. Upon expiry of the equity lock-up period, the
					proportion of the Company’s equity held by the shareholders
					that is pledged shall not exceed 50% of the proportion of the
					Company’s equity held by the shareholders.
					Shareholders who have pledged the equity in the
					Company shall not prejudice the interests of other
					shareholders and the Company, or agree that the pledgee or
					other third parties shall exercise the voting rights and other
					shareholders’ rights, nor shall they transfer the control over
					the equity of the Company in any disguised form.
					The requirement in the first paragraph of this Article
					shall not apply to shareholders who hold less than 5% of the
					equity in the Company.
	–				Article 63 The Company shall reinforce the
					management of connected transactions, accurately identify
					connected parties, strictly implement the approval system and
					the information disclosure system for connected transactions,
					avoid causing harms to the legal rights and interests of the
					Company and its customers, and report any information on
					connected transactions to the CSRC and its local offices in a
					timely manner.
					The Company shall manage its shareholders and their
					controlling shareholders, de facto controllers, connected
					parties, persons acting in concert and ultimate beneficial
					owners as its own connected parties in accordance with the
					principle of transparency.
					The shareholders specified in the requirement under the
					second paragraph of this Article shall not include
					shareholders who hold less than 5% of the equity in the
					Company.
	–				Article 64 The board office of the Company shall, as
					the office for the administration of equities of the Company,
					organize and implement the work concerning the
					administration of equities.
					The chairman of the board of directors of the Company
					shall be the first responsible person for the administration of
					equities of the Company. The board secretary of the
					Company who assists the chairman of the board of directors
					in his work shall be the direct responsible person for the
					administration of equities of the Company.
					In the event of any illegal or improper conduct
					involving the violation of laws, administrative regulations and
					regulatory requirements that are relevant to the
					administration of equities, the Company, its shareholders, the
					responsible person for the administration of equities and
					related personnel shall undertake the corresponding
					responsibilities in accordance with the relevant provisions of
					applicable laws.

Articles Before Revision

Articles After Revision

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Article 65 The Company shall make arrangements for risk prevention during the period in which its registered capital or equity is changed, to ensure the normal operation of the Company and no harm caused to the interests of its customers.

For matters subject to the approval of the CSRC according to law, the shareholders of the Company shall continue to exercise their voting rights independently based on the respective proportion of shares held by them prior to such approval, and equity transferors shall not recommend any person associated with equity transferees to act as a director, supervisor and senior management of the Company, nor transfer their voting rights in any disguised form.

Article 65 The controlling shareholder and the de factor controller of the Company shall bear the fiduciary duty to the Company and the public shareholders of the Company. The controlling shareholder shall exercise the investor’s rights strictly according to law and shall not infringe the legitimate rights of the Company and the public shareholders by way of profit distribution, asset reorganization, external investment, capital occupation and guarantee for borrowings, nor exploit his/her controlling position to cause harm to the interest of the Company and the public shareholders.

In addition to the obligations required by laws and regulations or the securities regulators in the place where the shares of the Company are listed, the controlling shareholder of the Company shall not exercise its voting rights in respect of the following matters to the detriment of the interest of all or any of the shareholders of the Company while exercising its shareholder’s rights:

(1) to remove a director or supervisor, unless acting honestly in the best interest of the Company;

(2) to approve any director or supervisor to deprive the Company of any of its properties, including (but not limited to) any opportunity in favour of the Company, for the benefit of such director or supervisor or of any other person;

(3) to approve any director or supervisor to deprive any other shareholder of any of his/her/its personal right and interest, including (but not limited to) the right to distributions and voting right but excluding the corporate restructuring submitted to a shareholders’ general meeting for approval in accordance with these Articles, for the benefit of such director or supervisor or of any other person.

Article 67 The controlling shareholder and the de factor controller of the Company shall bear the fiduciary duty to the Company and the public shareholders of the Company. The controlling shareholder shall exercise the investor’s rights strictly according to law and shall not infringe the legitimate rights of the Company and the public shareholders by way of profit distribution, asset reorganization, external investment, capital occupation and guarantee for borrowings, nor exploit his/her controlling position to cause harm to the interest of the Company and the public shareholders.

In addition to the obligations required by laws and regulations or the securities regulatory authorities and the stock exchange(s) in the place where the shares of the Company are listed, the controlling shareholder of the Company shall not exercise its voting rights in respect of the following matters to the detriment of the interest of all or any of the shareholders of the Company while exercising its shareholder’s rights:

(1) to remove a director or supervisor, unless acting honestly in the best interest of the Company;

Articles Before Revision

Articles After Revision

Section 2 General Rules of Shareholders’ General Meeting

Article 66 The shareholders’ general meeting is the authority of the Company and shall exercise the following functions and powers in accordance with law: (1) to determine the operating policies and investment plans of the Company;

(2) to elect and replace any of the directors and supervisors other than those held by employee representatives, and to determine the remuneration of directors and supervisors; (3) to consider and approve the reports of the board of directors;

(4) to consider and approve the reports of the supervisory committee;

(5) to consider and approve the annual financial budget and final account of the Company; (6) to consider and approve the profit distribution plans and the loss recovery plans of the Company;

(7) to approve resolutions on increase or reduction of registered capital of the Company; (8) to resolve on the issuance of bonds of the Company;

(9) to resolve on matters such as the merger, division, dissolution, liquidation or change of the form of the Company; (10) to amend these Articles; (11) to resolve on the appointment, removal or non-reappointment of any accounting firm; (12) to consider and approve any guarantee issue set forth in Article 67 of these Articles;

(13) to consider any purchase or disposal of material assets by the Company of an aggregate value exceeding 30% of the Company’s latest audited total assets in a year; (14) to consider and approve any change of the use of proceeds raised;

(16) to consider and approve connected transactions to be considered by the shareholders’ general meeting as required by the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange or the Hong Kong Listing Rules;

(17) to consider the implementation plan of a long-term incentive mechanism ;

(18) to consider and approve the proposal submitted by any shareholder(s) jointly or individually holding 3% or more of the Company’s shares; and

(19) to consider other matters to be resolved at shareholders’ general meeting as required by laws, regulations, the securities regulators in the place where the Company’s shares are listed or these Articles.

Matters to be resolved at shareholder’s general meeting as required by laws, regulations, the securities regulators in the place where the Company’s shares are listed and these Articles shall be considered and approved at shareholders’ general meeting so as to safeguard the shareholders’ decision-making power in respect of such matters.

Section 2 General Rules of Shareholders’ General Meeting

Article 68 The shareholders’ general meeting is the authority of the Company and shall exercise the following functions and powers in accordance with law:

(1) to determine the operating policies and investment plans of the Company;

(4) to consider and approve the reports of the supervisory committee; (5) to consider and approve the annual financial budget and final account of the Company; (6) to consider and approve the profit distribution plans and the loss recovery plans of the Company;

(7) to approve resolutions on increase or reduction of registered capital of the Company;

(8) to resolve on the issuance of bonds of the Company; (9) to resolve on matters such as the merger, division, dissolution, liquidation or change of the form of the Company; (10) to amend these Articles;

(11) to resolve on the appointment, removal or non-reappointment of any accounting firm; (12) to consider and approve any external guarantee issue set forth in Article 69 of these Articles;

(15) to consider and approve major investments, the total investment amount of which (or the total value of any disposal of assets), at one time or accumulative in four months reaches 10% of the latest audited net assets of the Company or 5% of the latest audited self-owned assets of the Company, whichever reaches first , or other transactions to be considered by the shareholders’ general meeting as required by the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange or the Hong Kong Listing Rules ;

(16) to consider and approve connected transactions to be approved by the shareholders’ general meeting as required by the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange or the Hong Kong Listing Rules;

(17) to consider the equity-based incentive scheme ;

(18) to consider and approve the proposal submitted by any shareholder(s) jointly or individually holding 3% or more of the Company’s shares; and

(19) to consider other matters to be resolved at shareholders’ general meeting as required by laws, regulations, the securities regulatory authorities and the stock exchange(s) in the place where the Company’s shares are listed or these Articles.

Matters to be resolved at shareholder’s general meeting as required by laws, regulations, the securities regulatory authorities and the stock exchange(s) in the place where the Company’s shares are listed and these Articles shall be considered and approved at shareholders’ general meeting so as to safeguard the shareholders’ decision-making power in respect of such matters.

Articles Before Revision

Articles After Revision

Article 67 The Company shall not directly or indirectly provide financing or guarantee for any of its shareholders or their connected parties. The provision of any of the following guarantees for any external party by the Company shall be considered and approved by shareholders’ general meeting:

(2) any guarantee provided by the Company after the total amount of guarantee provided for external parties by the Company has reached or exceeded 30% of the latest audited total assets of the Company;

(3) any guarantee provided for any entity with a gearing ratio of more than 70%; and

(4) any single guarantee the value of which exceeds 10% of the latest audited net assets of the Company.

The Company shall not provide financing or guarantee for any of its subsidiaries that invests in any financial product other than those set forth in the List of Investment Products of Proprietary Trading of Securities Companies（《證券公司證券自營投資品種清單》） .

Article 69 The Company shall hold an extraordinary general meeting within two months subsequent to the occurrence of any of the following events:

(1) that the number of incumbent directors is less than the number required by the Company Law, or is less than two-thirds (2/3) of the number specified by these Articles, i.e. eight (8) directors;

(2) that the uncovered loss amount to one-third (1/3) of the Company’s total paid-up share capital;

(3) that any of the shareholders individually or jointly holding 10% or more of the Company’s voting shares make(s) any request in writing;

(4) that the board of directors or one-third (1/3) or more of the directors consider it necessary;

(5) that the supervisory committee proposes to convene such meeting; and

(6) such other circumstances as specified by laws and regulations or these Articles.

The number of shares held by the shareholders as mentioned in item (3) above shall be such number of the shares as of the date on which the written request is submitted.

In the event that the Company fails to convene the shareholders’ general meeting within the aforesaid period, it shall report and explain the reasons to the local office of the CSRC in the place where the Company is domiciled and the stock exchange(s) on which the shares of the Company are listed, and shall issue an announcement accordingly.

Article 70 The venue for the shareholders’ general meeting shall be the place where the Company is located or such place as specified by the board of directors .

A venue shall be arranged for the shareholders’ general meeting by way of physical meeting. The Company will also facilitate the shareholders to participate in the meeting through internet or other means , depending on the situation . Any shareholder who participates in the meeting by such means shall be deemed present at the meeting.

Article 69 Except for the provision of margin financing and securities leading to customers as required, the Company shall not directly or indirectly provide financing or guarantee for any of its shareholders or their connected parties. The provision of any of the following guarantees for any external party by the Company shall be considered and approved by shareholders’ general meeting:

(1) any guarantee provided by the Company and its subsidiaries after the total amount of guarantee provided for external parties by the Company and its subsidiaries has reached or exceeded 50% of the latest audited net assets of the Company; (2) any guarantee provided by the Company after the total amount of guarantee provided for external parties by the Company has reached or exceeded 30% of the latest audited total assets of the Company;

(3) any guarantee provided for any entity with a gearing ratio of more than 70%; and

(4) any single guarantee the value of which exceeds 10% of the latest audited net assets of the Company.

Article 71 The Company shall hold an extraordinary general meeting within two months subsequent to the occurrence of any of the following events:

(1) that the number of incumbent directors is less than the number required by the Company Law, or is less than two-thirds (2/3) of the number specified by these Articles, i.e. eight (8) directors;

(2) that the uncovered loss amount to one-third (1/3) of the Company’s total paid-up share capital;

(3) that any of the shareholders individually or jointly holding 10% or more of the Company’s voting shares make(s) any request in writing; (4) that the board of directors or one-third (1/3) or more of the directors consider it necessary;

(5) that the supervisory committee proposes to convene such meeting; and

(6) such other circumstances as specified by laws and regulations or these Articles.

The number of shares held by the shareholders as mentioned in item (3) above shall be such number of the shares as of the date on which the written request is submitted.

In the event that the Company fails to convene the shareholders’ general meeting within the aforesaid period, it shall report and explain the reasons to the securities regulatory authorities in the place where the Company is domiciled and the stock exchange(s) on which the shares of the Company are listed, and shall issue an announcement accordingly.

Article 72 The venue for the shareholders’ general meeting shall be the place where the Company is domiciled or such other place as specified in the notice of the shareholders’ general meeting .

A venue shall be arranged for the shareholders’ general meeting by way of physical meeting. The Company will also facilitate the shareholders to participate in the meeting through the provision of online voting as required by the securities regulatory authorities or the stock exchange(s) . Any shareholder who participates in the meeting by such means shall be deemed present at the meeting.

Articles Before Revision

Articles After Revision

Section 3 The Convening of Shareholders’ General Meeting

Article 75 If the supervisory committee or any shareholder convenes a shareholders’ general meeting on his/her/its own, he/ she/it shall notify the board of directors of the same in writing, and filing shall be made with the local office of the CSRC and the stock exchange(s) in the place in which the Company is domiciled.

Such convening shareholder shall submit relevant evidence to the local office of the CSRC and the stock exchange(s) in the place where the Company is domiciled at the time of issuing the notice of shareholder’s general meeting and the announcement of any resolution approved at the shareholders’ general meeting.

Section 4 Proposal and Notice of Shareholders’ General Meeting

Article 80 When the Company convenes a shareholders’ general meeting, written notice of the meeting shall be given 45 days before the date of the meeting to notify all shareholders whose names appear in the share register of the matters to be considered and the date and place of the meeting. A shareholder who intends to attend the meeting shall deliver his/her written reply to the Company 20 days before the date of the meeting. The Company shall, based on the written replies received 20 days before the date of the shareholders’ general meeting from the shareholders, calculate the number of voting shares represented by shareholders who intend to attend the meeting. If the number of voting shares represented by the shareholders who intend to attend the meeting has reached one-half or more of the Company’s total voting shares, the Company may convene the meeting. Otherwise, the Company shall within five days notify the shareholders again in writing by way of announcement of the matters to be considered, the place, date and time of the meeting. The Company may convene the meeting after the publication of such notice.

Section 3 The Convening of Shareholders’ General Meeting

Article 77 If the supervisory committee or any shareholder convenes a shareholders’ general meeting on his/her/its own, he/ she/it shall notify the board of directors of the same in writing, and filing shall be made with the securities regulatory authorities and the stock exchange(s) in the place where the Company is domiciled.

Such shareholder convening the shareholders’ general meeting shall hold no less than 10% of shares of the Company prior to the announcement of any resolution approved at the shareholders’ general meeting. Such convening shareholder shall submit relevant evidence to the securities regulatory authorities and the stock exchange(s) in the place where the Company is domiciled at the time of issuing the notice of shareholder’s general meeting and the announcement of any resolution approved at the shareholders’ general meeting.

Section 4 Proposal and Notice of Shareholders’ General Meeting

Article 82 When the Company convenes an annual general meeting, written notice of the meeting shall be given 20 days before the date of the meeting ; when the Company convenes an extraordinary general meeting, written notice of the meeting shall be given 15 days before the date of the meeting. When calculating the abovementioned period, the date of the meeting shall not be included. Laws, administrative regulations or provisions formulated by the securities regulatory authorities and the stock exchange(s) in the place where the Company’s shares are listed shall prevail if otherwise provided.

Articles Before Revision

Articles After Revision

Article 81 The notice of shareholders’ general meeting shall be in writing and include the following information:

(1) the time, place and duration of the meeting;

(2) matters and resolutions to be submitted to the meeting for consideration. The notice and supplementary notice of general meeting shall fully and completely disclose all the contents of all resolutions. In the event that the matters to be discussed require the advices from independent directors, the independent directors’ advices and reasons therefor shall also be disclosed in the notice or supplementary notice of the meeting; (3) materials and explanations required for the shareholders to make decision on matters to be considered, including (but not limited to) the conditions and contracts of the proposed transaction in details (if any) and the explanation of the reasons and consequences of the matter in relation to the merger, repurchase of shares, capital reorganization or other restructuring proposals of the Company;

(4) a disclosure of the nature and extent, if any, of the material interest of any director, supervisor, the General Manager (President) and other senior management in the matters to be considered and the difference of the effects of the proposed matters on them in their capacity as shareholders from the effects on other shareholders of the same class, if any;

(5) full text of any special resolution to be proposed at the meeting;

(6) delivery time and place for lodging proxy forms for the meeting;

(7) a conspicuous statement that a shareholder entitled to attend and vote may appoint a proxy in writing to attend and vote on behalf of him/her and such proxy need not to be a shareholder of the Company;

(8) the shareholding record date of the shareholders entitled to attend the shareholders’ general meeting; (9) name and telephone number of the contact person for the meeting; and

(10) the time and procedures for voting by online voting or other methods shall be explicitly stated in the notice of shareholders’ general meeting if the online voting or other methods of voting are adopted.

Article 83 The notice of shareholders’ general meeting shall be in writing and include the following information:

(1) the time, place and duration of the meeting;

(5) full text of any special resolution to be proposed at the meeting;

(6) delivery time and place for lodging proxy forms for the meeting;

(8) the shareholding record date of the shareholders entitled to attend the shareholders’ general meeting; (9) name and telephone number of the contact person for the meeting; and (10) the time and procedures for voting by online voting or other methods shall be explicitly stated in the notice of shareholders’ general meeting if the online voting or other methods of voting are adopted.

Articles Before Revision

Articles After Revision

The interval between the shareholding record date of a shareholders’ general meeting and the date of the meeting shall not be more than 7 business days . Once determined, the shareholding record date shall not be changed.

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

Article 82 Unless otherwise provided in these Articles, the notice of a shareholders’ general meeting shall be served to shareholders (whether or not entitled to vote at the meeting) by hand or prepaid mail at their addresses as shown in the register of shareholders. For holders of domestic shares, the notice of meeting may be served by way of announcement .

The announcement mentioned in the preceding paragraph shall be published in one or more newspapers designated by the CSRC during the period between 45 and 50 days before the date of the meeting . Upon publication of the announcement, all holders of domestic shares shall be deemed to have received the notice of the relevant shareholders’ general meeting.

Article 83 Subject to applicable laws, regulations and the relevant requirements of the securities regulators in the place where the Company’s shares are listed, the notice of a shareholders’ general meeting may be published on the website of the Hong Kong Stock Exchange during the period between 45 and 50 days before the date of the meeting , instead of delivery by hand or prepaid mail to the holders of overseas listed foreign shares.

The interval between the shareholding record date of a shareholders’ general meeting and the date of the meeting shall comply with the requirements of the securities regulatory authorities and the stock exchange(s) in the place where the Company’s shares are listed . Once determined, the shareholding record date shall not be changed.

Article 84 Unless otherwise provided in these Articles, the notice of a shareholders’ general meeting shall be notified and announced to shareholders in accordance with the relevant provisions of Chapter 12 of these Articles .

The announcement mentioned in the preceding paragraph shall be published in one or more newspapers designated by the securities regulatory authorities . Upon publication of the announcement, all holders of domestic shares shall be deemed to have received the notice of the relevant shareholders’ general meeting.

Article 85 Subject to applicable laws, regulations and the relevant requirements of the securities regulatory authorities and the stock exchange(s) in the place where the Company’s shares are listed, the notice of a shareholders’ general meeting may be published on the website of the Hong Kong Stock Exchange, instead of delivery by hand or prepaid mail to the holders of overseas listed foreign shares.

Articles Before Revision

Articles After Revision

Article 84 Where the election of directors and supervisors will be discussed at a shareholder’s general meeting, the notice of the shareholders’ general meeting shall, in compliance with laws, regulations and the relevant requirements of the securities regulators in the place where the Company’s shares are listed, contain the details of the proposed directors and supervisors, including at least the following particulars:

(1) personal particulars such as education background, working experience and concurrent positions;

(2) whether there is any connected relationship with the Company or the controlling shareholder and de facto controller of the Company;

(3) shareholding in the Company; and

(4) whether they have been subject to any penalties by the CSRC and other relevant departments and any punishments by stock exchange(s).

The election of each director and supervisor shall be proposed by separate resolutions except that the election is carried out by cumulative voting.

Section 5 The Convening of Shareholders’ General Meetings

Article 89 The proxy form that a shareholder issues to appoint another person to attend a shareholders’ general meeting on his/her behalf shall contain the following particulars:

(1) the name of the proxy;

(2) whether the proxy has voting right;

(3) the instruction on voting for or against or abstaining from voting for each of the matters listed on the agenda of the shareholders’ general meeting;

(4) the issuing date and valid period of the proxy form;

(5) the signature (or seal) of the appointer. If the appointer is a corporate shareholder, the proxy form shall be affixed with a corporate seal .

Article 86 Where the election of directors and supervisors will be discussed at shareholder’s general meeting, the notice of the shareholders’ general meeting shall, in compliance with laws, regulations and the relevant requirements of the securities regulatory authorities and the stock exchange(s) in the place where the Company’s shares are listed, contain the details of the proposed directors and supervisors, including at least the following particulars:

(1) personal particulars such as education background, working experience and concurrent positions; (2) whether there is any connected relationship with the Company or the controlling shareholder and de facto controller of the Company; (3) shareholding in the Company; and

(4) whether they have been subject to any penalties by the securities regulatory authorities and other relevant departments and any punishments by stock exchange(s).

The election of each director and supervisor shall be proposed by separate resolutions except that the election is carried out by cumulative voting.

Section 5 The Convening of Shareholders’ General Meetings

Article 91 The proxy form that a shareholder issues to appoint another person to attend a shareholders’ general meeting on his/her behalf shall contain the following particulars:

(1) the name of the proxy;

(2) whether the proxy has voting right;

(3) the instruction on voting for or against or abstaining from voting for each of the matters listed on the agenda of the shareholders’ general meeting;

(4) the issuing date and valid period of the proxy form;

(5) the signature (or seal) of the appointer. If the appointer is a corporate shareholder, the proxy form shall be affixed with a corporate seal ;

(6) the number of shares of the appointer represented by the proxy.

Article 104 The convener shall ensure that a shareholders’ general meeting is held without adjournment until the final resolution is reached. If the shareholders’ general meeting is suspended or no resolution can be reached due to special reasons such as force majeure, necessary measures shall be taken to resume the shareholers’ general meeting as soon as possible or to terminate the shareholders’ general meeting directly, and an announcement shall be published in a timely manner. The convener shall also report to the local office of the CSRC and the stock exchange(s) in the place where the Company is domiciled.

Article 106 The convener shall ensure that a shareholders’ general meeting is held without adjournment until the final resolution is reached. If the shareholders’ general meeting is suspended or no resolution can be reached due to special reasons such as force majeure, necessary measures shall be taken to resume the shareholders’ general meeting as soon as possible or to terminate the shareholders’ general meeting directly, and an announcement shall be published in a timely manner. The convener shall also report to the securities regulatory authorities and the stock exchange(s) in the place where the Company is domiciled.

Articles After Revision

Articles Before Revision

Section 6 Voting and Resolutions at Shareholders’ General Meetings

Article 106 The following matters require the passing of an ordinary resolution at a shareholders’ general meeting: (1) the work reports of the board of directors and the supervisory committee;

(2) the profit distribution plans and the loss recovery plans proposed by the board of directors;

(3) the appointment and removal of members of the board of directors and the supervisory committee, their remuneration and method of payment; (4) the Company’s annual budgets, final accounts, balance sheets, income statements and other financial statements; (5) the annual reports of the Company;

(6) any matters other than those which are required by laws and regulations, the requirements of the securities regulators in the place where the shares of the Company are listed or these Articles to be passed by way of special resolution.

Article 107 The following matters require the passing of a special resolution at a shareholders’ general meeting:

(1) the increase or reduction of registered capital of the Company and the issue of shares of any class, warrants and other similar securities;

(2) the issue of bonds of the Company; (3) the division , merger , dissolution and liquidation of the Company;

(4) the amendment to these Articles;

(5) purchase or disposal of material assets or provision of guarantee by the Company within 1 year of a value exceeding 30% of the Company’s latest audited total assets;

(6) repurchase of the Company’s shares;

(7) adoption of the implementation plan for a long-term incentives mechanism ; and

(8) other matters specified by laws, regulations, the requirements of the securities regulators in the place where the Company’s shares are listed or these Articles and that would have a material impact on the Company and shall be approved by special resolutions as determined by ordinary resolutions of shareholders’ general meeting.

Article 108 Shareholders (including their proxies) shall exercise their voting rights in respect of the number of voting shares they represent. Each share shall have one vote.

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

The board of directors, independent directors, and shareholders who meet relevant requirements and conditions may solicit the voting rights of other shareholders.

Section 6 Voting and Resolutions at Shareholders’ General Meetings

Article 108 The following matters require the passing of an ordinary resolution at a shareholders’ general meeting: (1) the work reports of the board of directors and the supervisory committee; (2) the profit distribution plans and the loss recovery plans proposed by the board of directors; (3) the appointment and removal of members of the board of directors and the supervisory committee, their remuneration and method of payment; (4) the Company’s annual budgets, final accounts, balance sheets, income statements and other financial statements; (5) the annual reports of the Company; (6) any matters other than those which are required by laws and regulations, the requirements of the securities regulatory authorities and the stock exchange(s) in the place where the shares of the Company are listed or these Articles to be passed by way of special resolution.

Article 109 The following matters require the passing of a special resolution at a shareholders’ general meeting: (1) the increase or reduction of registered capital of the Company and the issue of shares of any class, warrants and other similar securities;

(2) the issue of bonds of the Company;

(3) the merger , division , dissolution and liquidation or change of the form of the Company;

(4) the amendment to these Articles;

(5) purchase or disposal of material assets or provision of guarantee by the Company within 1 year of a value exceeding 30% of the Company’s latest audited total assets; (6) repurchase of the Company’s shares;

(7) adoption of an equity-based incentive scheme ; and

(8) other matters specified by laws, regulations, the requirements of the securities regulatory authorities and the stock exchange(s) in the place where the Company’s shares are listed or these Articles and that would have a material impact on the Company and shall be approved by special resolutions as determined by ordinary resolutions of shareholders’ general meeting.

Article 110 Shareholders (including their proxies) shall exercise their voting rights in respect of the number of voting shares they represent. Each share shall have one vote.

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

The board of directors, independent directors, and shareholders who meet relevant requirements and conditions may openly solicit the voting rights of other shareholders. Information including the specific voting preference shall be fully disclosed to the shareholders for whom voting rights are being solicited. Consideration or consideration in any disguised form for soliciting shareholders’ voting rights is prohibited. The Company shall not impose any minimum shareholding percentage limitation for soliciting voting rights.

Articles Before Revision

Articles After Revision

Article 109 If, under the Hong Kong Listing Rules, any shareholder is required to abstain from voting on any particular resolution or is restricted to vote only for or against any particular resolution, any votes cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be counted .

Article 111 Unless a poll is particularly required by the relevant requirements of the securities regulators in the place where the shares of the Company are listed, or a poll is (before or after any voting by show of hands) demanded by the following persons, voting at a shareholders’ general meeting shall be conducted by a show of hands:

Article 111 If any shareholder is required to abstain from voting on any individual resolution or is restricted to vote only in the affirmative or in the negative pursuant to applicable laws, administrative regulations, departmental rules, normative documents and listing rules of the place where the Company’s shares are listed, any vote by such shareholder (or his/her proxy) in contravention of such requirement or restriction shall not be counted in the voting results .

Article 113 Vote cast at the shareholders’ general meeting shall be made by open ballot unless the chairman of the meeting makes a decision based on the principle of good faith to allow a proposal solely in relation to a procedural or administrative matter to be voted on by a show of hands.

(1) the chairman of the meeting;

(2) at least two shareholders present in person or by proxy entitled to vote thereat; (3) shareholders (including proxies) individually or jointly holding 10% or more of the shares carrying voting rights. Unless a poll is demanded, a declaration by the chairman that a resolution has been passed on a show of hands and the record of such in the minutes of the meeting shall be conclusive evidence of the fact that such resolution has been passed. There is no need to provide evidence of the number or proportion of votes in favour of or against such resolution.

The demand for a poll may be withdrawn by the person who demands the same. If a poll is required pursuant to the relevant requirements of the securities regulators in the place where the shares of the Company are listed, the chairman of the meeting shall, subject to the relevant requirements, make a decision based on the principle of good faith to allow a proposal solely in relation to a procedural or administrative matter to be voted by a show of hands.

Article 114 The chairman of the meeting shall decide whether the resolutions have been passed according to the voting results and his decision shall be conclusive. He shall also announce the voting results at the meeting. The voting results on the resolutions shall be recorded in the minutes.

Article 116 The chairman of the meeting shall decide whether the resolutions have been passed according to the voting results and his decision shall be conclusive. He shall also announce the voting results at the meeting. The voting results on the resolutions shall be recorded in the minutes.

Where the shareholders’ general meeting is ensured to be legal and valid, the Company shall facilitate its shareholders to participate in the shareholders’ general meeting by various ways and means, including using modern information technology such as an online voting platform.

Articles Before Revision

Articles After Revision

Article 121 Other than the matters to be decided by the cumulative voting system, the shareholders’ general meeting shall vote on all proposals on an individual basis. For different proposals on the same matter, voting shall be proceeded according to the order in which the proposals are submitted. Once the preceding proposal is passed, the subsequent proposal on the same matter shall not be voted on. The shareholders’ general meeting shall not set any proposals aside or fail to put any proposal to a vote unless the shareholders’ general meeting is suspended or no resolutions can be made due to special reasons such as force majeure.

Article 127 Shareholders present at the shareholders’ general meeting shall cast their votes in favor of or against or abstain from voting any proposals submitted for voting.

In respect of any vote forms that are uncompleted, wrongly completed, completed with illegible writing or not cast, the voter shall be deemed to abstain from voting. The voting result in respect of shares held by such voter shall be deemed as an “abstention”.

If the chairman of the meeting has any doubt as to the voting result of any resolution put to vote, he may arrange for the votes cast to be recounted. If the chairman of the meeting has not counted the votes, any shareholder or proxy present at the meeting who objects to the result announced by the chairman of the meeting may require that the votes be recounted immediately after the announcement of the voting result, in which case the chairman of the meeting shall immediately arrange for the votes to be recounted. If votes are counted at the shareholders’ general meeting, the counting results shall be recorded in the minutes of the meeting.

The minutes, shareholders’ attendance records and proxy forms shall be kept at the domicile of the Company. Copies of the minutes of any shareholders’ general meeting shall, during business hours of the Company, be open for inspection by shareholders without charge. If a shareholder requests for a copy of the minutes from the Company, the Company shall send the copy of the minutes to him/her within 7 days upon receipt of reasonable fees.

The resolution of the shareholders’ general meeting shall be announced promptly. The announcement shall set out the number of shareholders and proxies attending the meeting, the total number of voting shares held by them, the percentage of such voting shares in relation to all the voting shares of the Company, the total number of shares represented by them who are required to abstain from voting in favour of any particular resolution as required by the securities regulatory authorities in the place where the shares of the Company are listed and/or the total number of shares represented by them who are required to abstain from voting (if any), the voting method, the voting result of each proposal, the detailed content of each of the resolutions passed and the identity of the scrutineer.

If a proposal is not passed, or if the resolution passed by the preceding shareholders’ general meeting is changed by the current shareholders’ general meeting, a special note shall be made in the announcement of the resolutions of the general meeting.

Article 123 Other than the matters to be decided by the cumulative voting system, the shareholders’ general meeting shall vote on all proposals on an individual basis. For different proposals on the same matter, voting shall be proceeded according to the order in which the proposals are submitted. The shareholders’ general meeting shall not set any proposals aside or fail to put any proposal to a vote unless the shareholders’ general meeting is suspended or no resolutions can be made due to special reasons such as force majeure.

Article 129 Shareholders present at the shareholders’ general meeting shall cast their votes in favor of or against or abstain from voting any proposals submitted for voting. The securities registration and clearing institution shall be the nominee holder of shares under the interconnection mechanism for transaction in the mainland and Hong Kong stock markets, except where declaration is made in accordance with the actual holders’ intention.

In respect of vote forms that are uncompleted, wrongly completed, completed with illegible writing or not cast, the voter shall be deemed to abstain from voting. The voting result in respect of shares held by such voter shall be deemed as an “abstention”.

Article 130 If the chairman of the meeting has any doubt as to the voting result of any resolution put to vote, he may arrange for the votes cast to be recounted. If the chairman of the meeting has not counted the votes, any shareholder or proxy present at the meeting who objects to the result announced by the chairman of the meeting may require that the votes be recounted immediately after the announcement of the voting result, in which case the chairman of the meeting shall immediately arrange for the votes to be recounted.

If votes are counted at the shareholders’ general meeting, the counting results shall be recorded in the minutes of the meeting.

The minutes, shareholders’ attendance records and proxy forms shall be kept at the domicile of the Company. Copies of the minutes of any shareholders’ general meeting shall, during business hours of the Company, be open for inspection by shareholders without charge. If a shareholder requests for a copy of the minutes, the Company shall send the copy of the minutes to him/her within 7 days upon receipt of reasonable fees.

Article 131 The resolution of the shareholders’ general meeting shall be announced promptly. The announcement shall set out the number of shareholders and proxies attending the meeting, the total number of voting shares held by them, the percentage of such voting shares in relation to all the voting shares of the Company, the total number of shares represented by them who are required to abstain from voting in favour of any particular resolution as required by the securities regulatory authorities in the place where the shares of the Company are listed and/or the total number of shares represented by them who are required to abstain from voting (if any), the voting method, the voting result of each proposal, the detailed content of each of the resolutions passed and the identity of the scrutineer.

Articles Before Revision

Articles After Revision

Section 7 Special Procedures for Voting by Class Shareholders Section 7 Special Procedures for Voting by Class Shareholders Article 135 Written notice of a class meeting shall be Article 139 The period of issuing a written notice of a to all shareholders who are registered as holders of that class meeting shall be the same as the period of issuing a in the register of shareholders 45 days before the date of written notice of the non-class meeting to be convened meeting . Such notice shall include the matters to be together with such class meeting. The written notice shall be the place, date and time of the class meeting. A given to all shareholders who are registered as holders of that who intends to attend the class meeting shall class in the register of shareholders. Such notice shall include the his written reply in respect thereof to the Company 20 matters to be considered, the place, date and time of the class before the date of the meeting. When the Company meeting.

Article 135 Written notice of a class meeting shall be given to all shareholders who are registered as holders of that class in the register of shareholders 45 days before the date of the class meeting . Such notice shall include the matters to be considered, the place, date and time of the class meeting. A shareholder who intends to attend the class meeting shall deliver his written reply in respect thereof to the Company 20 days before the date of the meeting. When the Company calculates the commencement of the above period, the date of the meeting shall be excluded. In the event that the number of shares (carrying voting rights at the meeting) represented by shareholders who intend to attend the meeting represents one-half or more of the total number of shares of that class which have the right to vote at such meeting, the Company may convene the class meeting; otherwise, the Company shall within five days notify the shareholders again, by way of announcement, of the matters to be considered and the place, date and time of the meeting. The Company may then hold the class meeting after such announcement has been made. If there are any special requirements under the listing rules of the place where the shares of the Company are listed, such requirements shall apply.

Article 141 The special procedures for voting by class shareholders shall not apply in the following circumstances:

Article 137 The special procedures for voting by class shareholders shall not apply in the following circumstances:

(1) where the Company issues, upon approval by special resolution of its shareholder in a shareholders’ general meeting, either separately or concurrently once every 12 months, not more than 20% of each of its existing issued domestic shares and overseas listed foreign shares;

(2) where the Company’s plan to issue domestic shares and overseas listed foreign shares at the time of its establishment is carried out within 15 months from the date of approval of the CSRC ; and

(2) where the Company’s plan to issue domestic shares and overseas listed foreign shares at the time of its establishment is carried out within 15 months from the date of registration with the securities regulatory authorities or the fulfillment of the relevant procedures ; and

(3) where the Company converts, upon approval by the securities regulator under the State Council , its unlisted shares into foreign shares, and such shares are listed and traded in an overseas stock exchange.

(3) where the Company converts, upon registration with the securities regulatory authorities or fulfilment of the relevant procedures , its unlisted shares into foreign shares, and such shares are listed and traded in an overseas stock exchange.

Articles Before Revision Chapter 6 Directors and the Board of Directors Section 1 Directors

Article 138 Directors of the Company shall have their qualifications recognized by the CSRC before assuming office. The Company shall not appoint any personnel who has not obtained the qualification of director nor violate the provision by authorizing unqualified personnel to actually perform duties as director.

The General Manager (President) or other senior management may concurrently serve as a director (other than independent directors), provided that the aggregate number of internal directors who concurrently hold other positions in the Company shall not be more than one-half of all directors of the Company.

Article 139 The directors of the Company shall:

(1) be faithful and honest;

(2) be familiar with securities laws and regulations, and have the necessary operation and management capacity to perform their duties;

(3) have sufficient years of experience in the fields of securities, finance, economics, laws and accounting as required by the CSRC ;

(4) have the academic qualification required by the CSRC ; (5) fulfill other conditions required by laws, regulations and these Articles. At least one independent director of the Company shall be an accounting professional (accounting professionals refer to those who hold senior titles or qualifications as a certified public accountant) who possesses five years or more of accounting experience. Independent directors shall carry out their duties honestly and faithfully, safeguard the Company’s interest and in particular prevent encroachment of the legitimate rights and interests of public shareholders. Independent directors shall ensure the sufficient representation of the interests of all shareholders.

Articles After Revision Chapter 6 Directors and the Board of Directors Section 1 Directors Article 142 The appointment and removal of any director by the Company shall be reported to the securities regulatory authorities for filing.

Article 143 The directors of the Company shall:

(1) be faithful and honest; (2) be familiar with securities laws and regulations, and have the necessary operation and management capacity to perform their duties; (3) have sufficient years of experience in the fields of securities, finance, economics, laws and accounting as required by the relevant regulatory authorities ; (4) have the academic qualification required by the relevant regulatory authorities ;

(5) fulfill other conditions required by laws, regulations and these Articles.

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Article 140 Non-employee representative directors shall be elected or replaced by shareholders’ general meetings. Employee representative directors shall be elected or replaced by the Company’s employees through the employee representatives meeting, employees meeting or by other democratic means. The term of office of a director shall be three years and is eligible for re-election upon the expiration of the term. A director shall not be removed without reason from his/her office by shareholders’ general meeting or employee representatives meeting (including employees meeting or otherwise) before the expiration of his/her term. If a director is removed by shareholders’ general meeting or employee representatives meeting (including employees meeting or otherwise) of the Company, relevant explanation shall be provided. The director being removed shall be entitled to make representations at the shareholders’ general meeting or the employee representatives meeting (including employees meeting or otherwise), or to the CSRC or its local offices . Subject to compliance with the relevant laws and regulations, the shareholders’ general meeting may by ordinary resolution remove any director before the expiry of his/her term of office (but without prejudice to the director’s right to make claims based on any contract ) .

Written notice of intention to nominate a candidate for the post of director and the candidate’s agreement to be nominated as director shall be given to the Company seven days prior to the convening of the shareholders’ general meeting (such seven-day period shall commence no earlier than the second day after the issue of the notice of the meeting at which such election shall be conducted and no later than seven days prior to the shareholders’ general meeting). The period given by the Company for nomination and acceptance of the nomination shall be no less than seven days.

The employees’ representatives in the board of directors shall be elected by the Company’s employees through employee representatives meeting, employees meeting or otherwise by democratic election and shall assume office directly.

The directors shall not be required to hold shares of the Company.

Article 143 Where no re-election is made upon expiry of the term of a director or the resignation of a director results in the number of members of the board of directors falling below the minimum number required by these Articles, the retiring director shall, before a new director is elected and assumes office, continue to perform his/her duties as a director in accordance with laws, regulations and these Articles.

A director may resign before the expiry of his/her tenure. The resigning director shall submit to the board of directors a written resignation. The board of directors shall disclose the relevant information within two days.

Except for the circumstance specified in this article that the resignation of a director results in the number of members of the board of directors falling below the statutory number, the resignation of a director shall be effective when the written resignation is delivered to the board of directors.

Subject to the relevant laws, regulations and the regulatory rules of the jurisdiction in which the Company is listed, if the board of directors appoints a new director to fill a vacancy or as an additional director, the tenure of the appointed director shall expire at the next shareholders’ general meeting of the Company . Upon expiry of tenure, the director shall be eligible for re-election.

Article 144 Non-employee representative directors shall be elected or replaced by shareholders’ general meetings. Employee representative directors shall be elected or replaced by the Company’s employees through the employee representatives meeting, employees meeting or by other democratic means , and may be removed by shareholders’ general meetings or employee representatives meeting (including employees meeting or otherwise) before the expiration of their term . The term of office of a director shall be three years and is eligible for re-election upon the expiration of the term.

If a director is removed by shareholders’ general meeting or employee representatives meeting (including employees meeting or otherwise) of the Company, relevant explanation shall be provided. The director being removed shall be entitled to make representations at the shareholders’ general meeting or the employee representatives meeting (including employees meeting or otherwise), or to the relevant regulatory authorities .

Subject to compliance with the relevant laws and regulations, the shareholders’ general meeting may by ordinary resolution remove any director before the expiry of his/her term of office . The removal of a director shall not prejudice such director’s right to make claims based on any contract. Written notice of intention to nominate a candidate for the post of director and the candidate’s agreement to be nominated as director shall be given to the Company seven days prior to the convening of the shareholders’ general meeting (such seven-day period shall commence no earlier than the second day after the issue of the notice of the meeting at which such election shall be conducted and no later than seven days prior to the shareholders’ general meeting). The period given by the Company for nomination and acceptance of the nomination shall be no less than seven days.

Article 147 Where no re-election is made upon expiry of the term of a director or the resignation of a director results in the number of members of the board of directors falling below the minimum number required by these Articles, the retiring director shall, before a new director is elected and assumes office, continue to perform his/her duties as a director in accordance with laws, regulations and these Articles.

Subject to the relevant laws, regulations and the regulatory rules of the jurisdiction in which the Company is listed, if a new director is elected at the shareholders’ general meeting to fill a vacancy or as an additional director, the tenure of the elected director shall expire at the date on which the resolution concerning the election of a new session of the board of directors is passed at the shareholders’ general meeting. Upon expiry of tenure, the director shall be eligible for reelection.

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Section 2 Independent Directors

Article 152 The board of directors of the Company shall have independent directors. No less than one-third of all members of the board of directors shall be independent directors. The board of directors, the supervisory committee or shareholders individually or jointly holding 1% or more of the issued shares of the Company may nominate the candidates for independent directors for election by the shareholders’ general meeting.

Section 2 Independent Directors

Article 156 The board of directors of the Company shall have independent directors. No less than one-third of all members of the board of directors shall be independent directors. At least one independent director of the Company shall be an accounting professional (accounting professionals refer to those who hold senior titles or qualifications as a certified public accountant) who possesses five years or more of accounting experience. Independent directors shall carry out their duties honestly and faithfully, safeguard the Company’s interest and in particular prevent encroachment of the legitimiate rights and interests of public shareholders. Independent directors shall ensure the sufficient representation of the interests of all shareholders.

The board of directors, the supervisory committee or shareholders individually or jointly holding 1% or more of the issued shares of the Company may nominate the candidates for independent directors for election by the shareholders’ general meeting.

Article 153 Subject to the qualification requirement for directors in these Articles, an independent director shall have the following qualifications:

(1) he/she shall have five years or more of experience in the areas of securities, finance, law or accounting;

(2) he/she shall have the basic knowledge of the operation of a financial institution and be well-acquainted with the relevant laws, rules and regulations, and shall have good reputation; (3) he/she shall have the necessary time and effort to perform his/her duties as an independent director; (4) he/she shall be at least a university graduate and possess at least a bachelor’s degree; and (5) he/she shall have the independence required by the CSRC .

Article 157 Subject to the qualification requirement for directors in these Articles, an independent director shall have the following qualifications:

(1) he/she shall have five years or more of experience in the areas of securities, finance, law or accounting;

(2) he/she shall have the basic knowledge of the operation of a listed financial institution and be well-acquainted with the relevant laws, rules and regulations, and shall have good reputation;

(3) he/she shall have the necessary time and effort to perform his/her duties as an independent director; (4) he/she shall be at least a university graduate and possess at least a bachelor’s degree; and (5) he/she shall have the independence required by the securities regulatory authorities and the securities regulatory rules of the place where the shares of the Company are listed .

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Article 154 The following persons shall not act as independent directors: (1) persons who are specified in Article 131 of the Securities Law;

(2) persons who are employed by the Company or its subsidiaries and their lineal relatives and affiliates with close social relationship (lineal relatives refer to, among others, spouses, parents and children, while affiliates with close social relationship refer to, among others, brothers and sisters, fathers-in-law, mothers-in-law, daughters-in-law, sons-in-law, brothers-in-law and sisters-in-law);

(3) persons who are employed by corporate shareholder(s) directly or indirectly holding 5% or more of the Company’s shares or other companies which have business or interest relationship with the Company or the top five corporate shareholders of the Company and their lineal relatives and affiliates with close social relationship;

(4) natural person shareholders who directly or indirectly hold 1% or more of the Company’s shares and the top 10 natural person shareholders of the Company and their lineal relatives;

(5) persons who provide financial, legal or consultation services to the Company or any of its subsidiaries and their lineal relatives;

(6) persons who had been the persons under items (2) to (5) in the past one year;

(7) persons who are employed by other securities companies in a capacity other than independent directors; (8) other persons specified by laws, regulations, the listing rules of the place where the Company’s shares are listed and these Articles; and

(9) other persons considered unfit by the securities regulators in the place where the Company’s shares are listed or by the shareholders’ general meeting of the Company.

Article 158 The following persons shall not act as independent directors:

(1) persons who are specified in Article 124 of the Securities Law; (2) persons who are employed by the Company or its subsidiaries and their lineal relatives and affiliates with close social relationship (lineal relatives refer to, among others, spouses, parents and children, while affiliates with close social relationship refer to, among others, brothers and sisters, fathers-in-law, mothers-in-law, daughters-in-law, sons-in-law, brothers-in-law and sisters-in-law);

(4) natural person shareholders who directly or indirectly hold 1% or more of the Company’s shares and the top 10 natural person shareholders of the Company and their lineal relatives;

(5) persons who provide financial, legal or consultation services to the Company or any of its subsidiaries and their lineal relatives;

(6) persons who had been the persons under items (2) to (5) in the past one year; (7) persons who are employed by other securities companies in a capacity other than independent directors; (8) other persons specified by laws, regulations, the listing rules of the place where the Company’s shares are listed and these Articles; and (9) other persons considered unfit by the securities regulatory authorities and the stock exchange(s) in the place where the Company’s shares are listed or by the shareholders’ general meeting of the Company.

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Article 155 The tenure of the independent directors is the same as those of other directors of the Company but shall not serve for more than six years. The Company shall file the relevant information of the independent directors with the securities regulatory departments.

Article 157 Where an independent director resigns or is dismissed or removed during his tenure, the independent director himself/herself and the Company shall report the same to the local office of the CSRC in the place where the Company is domiciled and the shareholders’ general meeting, respectively, and provide them with a written explanation.

Article 158 In addition to the functions and powers conferred by the Company Law and other relevant laws and regulations, the independent directors shall have the following special functions and powers:

(1) to give independent opinions on major connected transactions of the Company; to approve major connected transactions before submission to the board of directors for discussion; to retain an intermediary to prepare an independent financial advisor’s report as the basis of their judgment before any judgment is made; (2) to propose the appointment or dismissal of accounting firms to the board of directors;

(3) to propose the convening of extraordinary shareholders’ general meetings to the board of directors;

(4) to propose the convening of board meetings;

(5) to engage external auditing firms or consultancy firms independently;

(6) to publicly solicit proxies from shareholders before the convening of shareholders’ general meetings; and (7) to perform other functions and powers stipulated by laws, regulations, the listing rules of the place where the Company’s shares are listed and these Articles.

The consent of one-half or more of all independent directors shall be obtained for the exercise of any of the above special functions and powers by an independent director.

Where the above proposals are not accepted or the above functions and powers cannot be duly exercised, the Company shall disclose the relevant situations accordingly. Independent directors shall perform the duties of directors independently in accordance with laws, administrative regulations and the requirements of the CSRC , and submit their work report at an annual general meeting.

Any independent director who fails to perform his duties shall undertake the corresponding responsibilities.

Article 159 The tenure of the independent directors is the same as those of other directors of the Company . Independent directors are eligible for re-election after the expiration of their tenure, but shall not serve for more than six years.

Article 161 Where an independent director resigns or is dismissed or removed during his tenure, the independent director himself/herself and the Company shall report the same to the securities regulatory authorities in the place where the Company is domiciled and the shareholders’ general meeting, respectively, and provide them with a written explanation.

Article 162 In addition to the functions and powers conferred by the Company Law and other relevant laws and regulations, the independent directors shall have the following special functions and powers:

(2) to propose the appointment or dismissal of accounting firms to the board of directors;

(3) to propose the convening of extraordinary shareholders’ general meetings to the board of directors;

(4) to propose the convening of board meetings; (5) to engage external auditing firms or consultancy firms independently;

(6) to publicly solicit proxies from shareholders before the convening of shareholders’ general meetings; and

(7) to perform other functions and powers stipulated by laws, regulations, the listing rules of the place where the Company’s shares are listed and these Articles.

The consent of one-half or more of all independent directors shall be obtained for the exercise of any of the above special functions and powers by an independent director. Where the above proposals are not accepted or the above functions and powers cannot be duly exercised, the Company shall disclose the relevant situations accordingly.

Independent directors shall perform the duties of directors independently in accordance with laws, administrative regulations and the requirements of the securities regulatory authorities and the stock exchange(s) , and submit their work report at an annual general meeting of shareholders.

Any independent director who fails to perform his duties shall undertake the corresponding responsibilities.

Articles Before Revision Articles After Revision Section 3 The Board of Directors Section 3 The Board of Directors Article 162 The board of directors shall perform the Article 166 The board of directors shall perform the following functions and powers: following functions and powers: (1) to convene shareholders’ general meetings and to report (1) to convene shareholders’ general meetings and to report on its work to shareholders’ general meetings; on its work to shareholders’ general meetings; (2) to implement the resolutions passed at shareholders’ (2) to implement the resolutions passed at shareholders’ general meetings; general meetings; (3) to determine the business operation plans and (3) to determine the business operation plans and investment plans of the Company; investment plans of the Company; (4) to formulate the annual preliminary and final financial (4) to formulate the annual preliminary and final financial budgets of the Company; budgets of the Company; (5) to formulate the profit distribution plans and loss (5) to formulate the profit distribution plans and loss recovery plans of the Company; recovery plans of the Company;

(6) to formulate proposals of the Company regarding increase or reduction of the registered capital, issuance of bonds or other securities and listing; (7) to formulate plans for any substantial acquisition by the Company, repurchase of the Company’s shares or merger, division, dissolution and change of the form of the Company; (8) to decide on matters relating to the Company’s external investments, acquisition or disposal of assets, mortgage of assets, external guarantees, entrusted wealth management and connected transactions within the scope of authorization given by shareholders’ general meetings;

(9) to formulate the implementation plan for a long-term incentive mechanism for the Company’s directors, supervisors, senior management and employees ;

(10) to decide on the establishment of the Company’s internal management structure;

(11) to appoint or dismiss the General Manager (President), the secretary to the board of directors and the chief compliance officer of the Company and, based on the nomination of the General Manager (President), to appoint or dismiss deputy general managers (vice presidents), the chief financial officer and other senior management and to determine their remunerations, awards and punishments;

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

(13) to formulate proposals for any amendments to the Articles of Association; (14) to manage the disclosure of information of the Company;

(15) to propose to shareholders’ general meetings the appointment or replacement of the accounting firm that conducts an audit for the Company;

(9) to formulate an equity-based incentive scheme of the Company;

(10) to decide on the establishment of the Company’s internal management structure; (11) based on the nomination of the chairman, to appoint or dismiss the General Manager (President), the secretary to the board of directors and the chief compliance officer of the Company; based on the nomination of the chairman or General Manager (President), to appoint or dismiss members of the Executive Committee, deputy general managers (vice presidents), the chief financial officer and senior management; to determine their remunerations, awards and punishments; (12) to formulate the basic management system of the Company;

(13) to formulate proposals for any amendments to the Articles of Association; (14) to manage the disclosure of information of the Company;

(15) to propose to shareholders’ general meetings the appointment or replacement of the accounting firm that conducts an audit for the Company;

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(16) to report at an annual general meeting and to disclose in an annual report the duty performance of directors, including the number of board meetings attended by them and their voting thereat during the reporting period;

( 17 ) to hear the work report of the Company’s General Manager (President) and to inspect the work of the Company’s General Manager (President);

( 18 ) to monitor, review and evaluate the establishment and implementation of the Company’s internal control system;

( 19 ) to review and approve the basic systems of the Company on risk management and compliance management, as well as the risk evaluation reports and compliance reports of the Company, to hear the report of the chief compliance officer, and to monitor the implementation of risk management and compliance policies;

( 20 ) to prepare the proposal on the amount and payment method of the emoluments of directors and to submit it to the shareholders’ general meeting for decision; and

( 21 ) any other functions and powers conferred by laws and regulations or these Articles.

The board resolutions regarding the above items (4), (5), (6), (7), (8), (11), (13) and (15) shall be passed by two-thirds or more of the directors.

(17) to hear the work report of the executive committee and to inspect the work of the executive committee;

( 18 ) to hear the work report of the Company’s General Manager (President) and to inspect the work of the Company’s General Manager (President);

( 19 ) to perform duties related to compliance management, risk management and internal control, to monitor, review and evaluate the establishment and implementation of the Company’s internal control system , and to undertake responsibilities for the effectiveness of the risk management and internal control systems, as well as compliance management of the Company ;

( 20 ) to review and approve the basic systems of the Company on risk management and compliance management, as well as the risk evaluation reports and compliance reports of the Company, to hear the report of the chief compliance officer, and to monitor the implementation of risk management and compliance policies;

( 21 ) to prepare the proposal on the amount and distribution method of the emoluments of directors and to submit it the shareholders’ general meeting for decision; and

( 22 ) any other functions and powers conferred by laws and regulations or these Articles.

The board resolutions regarding the above items (4), (5), (6), (7), (8), (11), (13) and (15) shall be passed by two-thirds or more of the directors.

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Article 167 The board of directors shall determine the scope of authority for external investment, acquisition and disposal of assets, mortgage of assets, external guarantees, entrusted wealth management and connected transactions, and establish strict procedures for examination and decision-making. For major investment projects, the board of directors shall arrange for relevant experts and professionals to carry out assessments and submit reports to the shareholders’ general meeting for approval.

According to laws and regulations, as well as the relevant requirements of the CSRC , the Company may establish subsidiaries for external investments to engage in (including but not limited to) private investment fund business and alternative investment business.

(1) the disposal of assets not required to be approved by shareholders’ general meeting in accordance with Article 66 of these Articles;

(2) the provision of guarantee not required to be approved by shareholders’ general meeting in accordance with Article 67 of these Articles;

(3) the approval of any external investment, the total investment amount of which (or the total value of any disposal of assets), at one time or accumulative in four months does not exceed 10% of the latest audited net assets of the Company or 5% of the latest audited self-owned assets of the Company, whichever reaches first;

(4) the connected transactions to be resolved by the board of directors according to the disclosure requirements under the listing rules of the place where the Company is listed.

Article 170 The board of directors shall determine the scope of authority for external investment, acquisition and disposal of assets, mortgage of assets, external guarantees, entrusted wealth management and connected transactions, and establish strict procedures for examination and decision-making. For major investment projects, the board of directors shall arrange for relevant experts and professionals to carry out assessments and submit reports to the shareholders’ general meeting for approval.

According to laws and regulations as well as the relevant requirements of the relevant regulatory authorities , the Company may establish subsidiaries for external investments to engage in (including but not limited to) private investment fund business and alternative investment business.

Subject to compliance with laws and regulations and the requirements of the listing rules of the place where the Company is listed, the board of directors of the Company shall have the right to make decision on the following matters: (1) the disposal of assets not required to be approved by shareholders’ general meeting in accordance with Article 68 of these Articles;

(2) the provision of guarantee not required to be approved by shareholders’ general meeting in accordance with Article 69 of these Articles;

(4) the connected transactions to be resolved by the board of directors according to the disclosure requirements under the listing rules of the place where the Company is listed.

The board of directors shall perform duties in relation to compliance management, risk management and internal control pursuant to laws and regulations and these Articles, and shall undertake the ultimate responsibilities for the effectiveness of the risk management and internal control systems of the Company, as well as the responsibiltiies for the effectiveness of its compliance management.

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Article 169 The chairman and the vice chairman shall be elected and removed by more than half of all members of the board of directors. The chairman and vice chairman may be re-elected upon expiry of their terms of office.

In addition to the basic qualifications of directors, the chairman shall also have the following qualifications:

(1) he/she shall have three years or more of experience in securities, or five years or more of experience in areas of financial, legal or accounting activities, or 10 years or more of experience in economic activities;

(2) he/she shall be at least a university graduate or possess at least a bachelor’s degree; and

(3) he/she shall have passed the qualification test recognised by the CSRC .

Article 172 Board meetings shall be held at least four times a year at approximately quarterly intervals. A fourteen business days ’ written notice of meeting shall be given to all directors and supervisors.

Article 173 The chairman of the board of directors shall convene an extraordinary board meeting within 10 business days in one of the following circumstances:

(1) considered necessary by the chairman;

(2) jointly proposed by one-third or more of the directors; (3) proposed by the supervisory committee; (4) proposed by shareholders holding one-tenth or more of the voting rights;

(5) proposed by one-half or more of the independent directors; ( 6 ) proposed by the General Manager (President); ( 7 ) proposed by special committees; and

( 8 ) the circumstances specified by laws, regulations and the listing rules of the place where the Company is listed or convened at the request by the securities regulatory departments .

Article 174 A notice of extraordinary board meeting shall be given to all directors, supervisors and the General Manager (President) in writing two business days before the meeting. In case of emergency where an extraordinary board meeting is required to be convened as soon as possible, the board of directors may at any time give notice of extraordinary board meeting by telephone, facsimile or email, and the convener shall give explanation on the meeting. Any major matters that shall be decided by the shareholders’ general meeting shall generally not be submitted to the extraordinary board meeting for consideration.

Article 176 A meeting of the board shall be held only when over half of the directors attend the meeting. Unless otherwise provided by these Articles, resolutions of the board shall be passed by more than half of all directors.

Any resolution made by the board of directors on the provision of guarantee within its scope of authority shall be approved by two-thirds or more of the directors attending the meeting, in addition to the approval of more than half of all directors of the Company. A director shall have one vote when voting on the resolution of the board.

Article 172 The chairman and the vice chairman shall be elected and removed by more than half of all members of the board of directors. The chairman and vice chairman may be re-elected upon expiry of their terms of office.

In addition to the basic qualifications of directors, the chairman shall have the following qualifications:

(2) he/she shall be at least a university graduate or possess at least a bachelor’s degree; and (3) he/she shall have passed the qualification test recognised by the relevant regulatory authorities .

Article 175 Board meetings shall be held at least four times a year at approximately quarterly intervals. A fourteen days ’ written notice of meeting shall be given to all directors and supervisors.

Article 176 The chairman of the board of directors shall convene an extraordinary board meeting within 10 days in one of the following circumstances:

(1) considered necessary by the chairman;

(2) jointly proposed by one-third or more of the directors; (3) proposed by the supervisory committee;

(4) proposed by shareholders holding one-tenth or more of the voting rights;

(5) proposed by one-half or more of the independent directors;

( 6 ) proposed by the executive committee;

( 7 ) proposed by the General Manager (President);

( 8 ) proposed by special committees under the board of directors ; and

( 9 ) the circumstances specified by laws, regulations and the listing rules of the place where the Company is listed or convened at the request by the securities regulatory authorities .

Article 177 Any extraordinary board meeting convened by the board of directors shall generally be notified in writing five days before the meeting. In case of emergency where an extraordinary board meeting is required to be convened as soon as possible, the board of directors may at any time give notice of extraordinary board meeting by telephone, facsimile or email, and the convener shall give explanation on the meeting. Any material matters that shall be decided by the shareholders’ general meeting shall generally not submit to the extraordinary board meeting for consideration.

Article 179 A meeting of the board shall be held only when over half of the directors attend the meeting. Unless otherwise provided by these Articles, resolutions of the board shall be passed by more than half of all directors.

Any resolution made by the board of directors on the provision of external guarantee within its scope of authority shall be approved by two-thirds or more of the directors attending the meeting, in addition to the approval of more than half of all directors of the Company. A director shall have one vote when voting on the resolution of the board.

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Article 178 Board meetings shall be convened physically in principle. Where necessary, as long as the directors can express their opinions, an extraordinary board meeting may be convened through video conference, phone conference and fax upon the approval from the convener (chairman of the meeting) and proposer . On-site meeting together with other means of method can be used to convene such meeting.

For non on-site meeting, the number of directors attending the meeting shall be calculated based on the following: directors showing up in video conference, directors expressing their opinions in phone conference, fax received within the specified period with effective votes, or the confirmation letters submitted by directors after the meeting confirming their attendance at such meeting.

For board meeting held in form of video conference and phone conference, it shall ensure that the attending directors can receive opinions of other directors clearly and shall guarantee normal communication among them. Voting on board resolutions shall be made by poll or show of hands or fax. Each director has one vote. For on-site meeting, voting shall be made by poll or show of hands. For board meeting by way of video conference or phone conference, voting shall be made by poll and the directors attending the meeting shall submit the original copy of signed vote to the board of directors within the valid period of the notice of meeting. For board meeting by way of fax communication, voting shall be made by fax and directors participating in voting afterward shall also submit the original copy of signed vote to the board of directors within the period of the notice of the meeting.

Article 180 The board shall keep minutes of the matters discussed at meetings. The attending directors, the secretary to the board and the recorder of the meeting shall sign on the minutes of the meeting and take the responsibility for the resolutions passed by the board of directors. Where a resolution of the board violates laws, regulations, the resolution of the shareholders’ general meetings or these Articles and causes losses to the Company, the directors who take part in the resolution shall be liable to make compensations to the Company. However, if it is proved that a director has expressed his opposition to such resolution when it was put to vote, and such opposition is recorded in the minutes of the meeting, the director may be relieved of such liability.

Where a resolution of the board violates laws, administrative regulations and the requirements of the CSRC , the supervisory committee shall request the board of directors to make rectifications and the management shall refuse to implement the resolution.

The minutes of board meeting shall be kept by the secretary of the board as records of the Company. The minutes of board meeting shall be filed by the Company after one year and shall be kept for 20 years.

Article 181 Board meetings shall be convened physically in principal. Where necessary, as long as the directors can express their opinions, an extraordinary board meeting may be convened through video conference, phone conference and fax or other communication equipment . On-site meeting together with other means of method can be used to convene such meeting.

For board meeting held in form of video conference and phone conference, it shall ensure that the attending directors can receive opinions of other directors clearly and shall guarantee normal communication. Voting in board meeting shall be made by poll, show of hands , fax or other voting methods as approved by the securities regulatory authorities . Each director has one vote. For board meeting convened through video conference, phone conference and fax or other communication equipment and any resolution made in the board meetings, the voting directors shall sign on written documents.

Article 183 The board shall keep minutes of the matters discussed at meetings. The attending directors, the secretary to the board and the recorder of the meeting shall sign on the minutes of the meeting and take the responsibility for the resolutions passed by the board of directors. Where a resolution of the board violates laws, regulations, the resolution of the shareholders’ general meetings or these Articles and causes losses to the Company, the directors who take part in the resolution shall be liable to compensations to the Company. However, if it is proved that a director has expressed his opposition to such resolution when it was put to vote, and such opposition is recorded in the minutes of the meeting, the director may be relieved of such liability.

Where a resolution of the board violates laws, administrative regulations and the requirements of the securities regulatory authorities , the supervisory committee shall request the board of directors to make rectifications and the business management shall refuse to implement the resolution.

The minutes of board meeting shall be kept by the secretary of the board as records of the Company. The minutes of board meeting shall be kept for 20 years.

Articles Before	Articles Before	Revision	Articles After Revision
Article 181 The minutes of board meeting shall include the			Article 184 The minutes of board meeting shall include the
following:			following:
(1) the session, date, place and form of the meeting; (2) the issue of the notice of the meeting;			(1) the date and place of the meeting and the name of the convener;
(3) the convener and chairman of the meeting; (4) the attendance of the directors in person or by			(2) the names of the directors attending the meeting and the names of the directors (proxies) appointed by other directors to attend the meeting;
proxy; (5) the explanation on the meeting;	the procedures and convening of		(3) the agenda of the meeting; (4) the main points of the speeches of the directors;
(6) the proposals considered at the meeting, the key points of the speeches and main opinions of each director (including objections and doubts raised by the directors) in respect of relevant matters, and his/her vote intention of the			(5) the voting methods and results of each matters for resolution (the voting results shall state the number of numbers of affirmative votes, dissenting votes and abstention votes);
proposals;			(6) other matters determined by the attending directors to
(7) the voting methods and results of each proposal			be recorded in the minutes.
(including the numbers of affirmative votes, dissenting votes
and abstention votes);
(8) other matters determined		by the attending directors to
be recorded in the minutes.

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Article 165 The board of directors shall have a strategy and development committee, a compliance and risk management committee, a nomination and remuneration committee and an audit committee. All special committees are composed of directors, and are accountable to the board of directors and shall submit their respective work reports to the board. The members of the special committees shall possess professional knowledge and experience relevant to their duties under the special committees. The composition of all the committees, their duties and authority and the exercise thereof are set out as below:

(I) The strategy and development committee shall consist of at least three directors with a chairman served by the chairman of the board of directors. The members of the committee shall be nominated by the nomination and remuneration committee under the board of directors and approved by the board of directors. The primary duties and authority of the committee are:

1. to review the strategic development plans and to make recommendations to the board of directors;

2. to carry out information exchange and research within the industry, to understand and keep abreast of the development and trend of macro economy and securities industry, and to prepare specific strategic reports;

3. to conduct a preliminary review of the Company’s annual operation plans and financial budget and to make recommendations to the board of directors;

4. to review the Company’s strategic capital allocation plans and to make recommendations to the board of directors;

5. to evaluate the balanced development of various business lines and to make recommendations to the board of directors;

6. to review the major organizational restructuring and organizational structure plans and to make recommendations to the board of directors;

7. to conduct a preliminary review of the Company’s major investment, assets disposal and financing plans and to make recommendations to the board of directors;

8. to study other major issues affecting the development of the Company and to make recommendations to the board of directors; and 9. any other matters authorized by the board of directors.

The committee may make proposals to the board of directors on matters within the above scope of duties and authority.

Section 4 Special committees under the board of directors

Article 1 85 The board of directors shall have a strategy and development committee, a compliance and risk management committee, a nomination and remuneration committee and an audit committee. The members of each of the special committees under the board of directors shall consist of at least three directors.

The members of the special committees shall possess professional knowledge and experience relevant to their duties under the special committees. Independent directors shall account for the majority of members of the nomination and remuneration committee and the audit committee and be the responsible person (convener), and the responsible person (convener) of the audit committee shall be an accounting professional.

Each of the special committees shall be accountable to the board of directors, perform duties according to these Articles and the authorisation of the board of directors. Any proposals shall be submitted to the board of directors for consideration and approval. The board of directors shall seek advice of the special committees before making any decision on matters related to the duties of the special committees. Each of the special committees shall submit its annual work report to the board of directors. The special committees may engage external professionals to provide services and the reasonable cost arising therefrom shall be borne by the Company.

Article 186 The strategy and development committee is mainly responsible for conducting researches and making suggestions regarding the long-term development strategies and major investment decisions of the Company.

The compliance and risk management committee is mainly responsible for supervising and managing compliance and overall risk of the Company, as well as controlling such risks within a reasonable range, in order to ensure that the Company can implement effective risk management measures with respect to various risks in the business related activities of the Company.

The nomination and remuneration committee is mainly responsible for conducting research on the selection criteria of directors and the senior management, making suggestions on the candidates, as well as formulating and examining the assessment and remuneration policies and plans for the directors and the senior management. The audit committee is mainly responsible for reviewing and approving the financial information of the Company, monitoring and assessing the external auditing and the internal control of the Company, as well as the coordination of the internal audit and external audit, etc. Each of the special committees shall formulate relevant procedural rules to regulate the operation of the special committees and perform their duties accordingly. The procedural rules shall be effective upon approval by the board of directors.

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(II) The compliance and risk management committee shall consist of at least three directors with a chairman. The members of the committee shall be nominated by the nomination and remuneration committee under the board of directors. Any director who concurrently serves as the General Manager (President) of the Company can be a member of the committee but shall not serve as the chairman. The candidate of the chairman shall be nominated by the chairman of the board of directors and approved by more than half of all the committee members. The appointment of the chairman and members of the committee shall be subject to the approval of the board of directors. The primary duties and authority of the committee are:

1. to review the Company’s risk management policies and risk standards, as well as the fundamental concepts and scope of compliance management; 2. to review and provide comments on the overall target and basic policy of the compliance and risk management; 3. to supervise and monitor the development of risk and compliance management systems of the Company; 4. to formulate the Company’s corporate governance policies, to monitor its implementation and to make recommendations to the board of directors; 5. to review and provide comments on the organizational structure and responsibilities of the Company’s compliance and risk management; 6. to review the Company’s compliance reports and risk assessment reports that need to be reviewed by the board of directors, and to provide comments on the improvement of the Company’s compliance and risk management; 7. to review and monitor the training and continuing professional development of the directors and senior management; 8. to review and monitor the Company’s policies regarding compliance with laws and regulatory requirements as well as the implementation thereof; 9. to formulate, review and monitor the Professional Practice Code and Compliance Manual (if available) of the employees and directors; 10. to review the Company’s compliance with the Corporate Governance Code as set out in Appendix 14 of the Hong Kong Listing Rules, and the information disclosure made pursuant to the Corporate Governance Report; 11. to monitor the effective implementation of the risk and compliance management by the business management of the Company and to evaluate the work of the senior management in charge of risk and compliance management;

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12. to be responsible for organizing the drafting and preliminary review of the plan for the authorization by shareholders’ general meeting to the board of directors, the plan for the authorization by the board of directors to the chairman, and the system of authorization by the board of directors to the General Manager (President), and to assess the delegation by the General Manager (President) and its effectiveness;

13. to evaluate and comment on the risk of major decision making and solutions to the major risks of the Company that need to be reviewed by the board of directors; 14. to evaluate any matters, in respect of which the business management of the Company does not adopt the compliance advice from the chief compliance officer, and to give comments on how to handle them; and 15. any other matters authorized by the board of directors. The committee may make proposals to the board of directors on matters within the above scope of duties and authority.

(III) The nomination and remuneration committee shall consist of at least three directors with a majority of independent directors. It shall has a chairman served by an independent director. The members of the committee shall be nominated by the chairman of the board of directors, one-half or more of the independent directors or one-third or more of the directors. The chairman of the committee shall be nominated by the chairman of the board of directors and approved by more than half of all the committee members. The appointment of the chairman and members of the committee shall be subject to the approval of the board of directors. The primary duties and authority of the committee are:

1. to make recommendations to the board of directors on the size and composition of the board of directors and all special committees based on the operation, total amount of assets and shareholding structure of the Company; 2. to make recommendations to the board of directors on the number and composition of the senior management based on the Company’s requirements of business operation, as well as the requirements of the regulatory departments;

3. to review the selection criteria and procedures for the directors and senior management and to make recommendations to the board of directors; to conduct an evaluation on the structure, size and composition (including skills, knowledge and experience) of the board of directors at least once a year and to make recommendations on any proposed changes to the board of directors for the purpose of implementing the corporate strategy;

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4. to study and formulate the selection criteria and procedures for the members of all special committees under the board of directors, and to make recommendations to the board on the appointment, re-appointment and succession plans of directors (especially for the chairman and the General Manager (President)); 5. to search broadly for qualified individuals as candidates for directors and senior management;

6. to conduct a review of the qualifications and conditions (including the independence of the independent directors) of the candidates for directors (including independent directors) based on the selection criteria and procedures and to make recommendations to the board of directors; 7. to review the qualifications and conditions of the candidates for the General Manager (President), the chief compliance officer and the secretary to the board of directors nominated by the chairman, as well as the deputy general manager (vice president), the chief financial officer and other senior management as nominated by the General Manager (President) based on the selection criteria and procedures, and to make recommendations to the board of directors;

8. to make recommendations to the board of directors on the candidates for the members of other special committees under the board of directors; 9. to formulate the development plans of the senior management and the training plans of key reserve talents and to make recommendations to the board of directors;

10. to review and provide opinion on the assessment and remuneration management system for directors and senior management;

11. to organize and formulate the criteria and procedures for the review of the performance of directors and senior management, to carry out and provide opinion on the performance review of directors and senior management; 12. according to the Company’s policies and objectives set by the board of directors, to organize and formulate compensation incentive policies and plans for the directors (including non-executive directors) and senior management on the basis of the formal and transparent procedures and after taking into consideration the salaries paid by comparable companies, responsibilities, time commitment, as well as the terms of employment of other positions of the Company (including holding subsidiaries) and to make recommendations to the board of directors;

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13. to make recommendations to the board of directors on the special remuneration packages (including non-monetary benefits, pension as well as compensation for any loss or termination of office or appointment) of executive directors, supervisors and senior management;

14. to review and approve the compensation to be paid to executive directors or senior management for any loss or termination of office or appointment and to ensure that it is consistent with contractual terms; if inconsistent, such compensation shall also be reasonable and appropriate;

15. to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct and to ensure that they are consistent with contractual terms; if inconsistent, such compensation shall also be reasonable and appropriate; 16. to ensure that directors or any of their associates are not involved in the determination of their own remuneration;

17. to provide opinions on the directors service agreements to be approved by the shareholders. The above-mentioned agreements include agreements with a service term of more than three years, agreements that require a notice period of more than one year or compensation in the amount of more than one year’s remuneration or other payments in case of termination of the agreement by the Company, or agreements as required by the securities regulators in the place where the shares of the Company are listed; 18. to review the Company’s fundamental remuneration management system and policies and to evaluate its effectiveness; and 19. an other matters authorized by the board of directors. The committee may make proposals to the board of directors on matters within the above scope of duties and authority. (IV) The audit committee shall consist of three or more non-executive directors with a majority of independent directors. It shall have a chairman served by an independent director. At least one of the committee members who is an independent director shall be an accounting professional (accounting professional refers to person with senior title or qualification of certified public accountant) and have five years or more of accounting experience. The members of the committee shall be nominated by the nomination and remuneration committee under the board of directors. The candidate for the chairman of the committee shall be proposed by the chairman of the board of directors and approved by more than half of all the committee members. The appointment of the chairman and members of the committee shall be subject to the approval of the board of directors.

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A former partner of the external accounting firm retained for audit of the accounts of the Company shall not act as a member of the audit committee within one year from the following dates (whichever is later): 1. his ceasing to be a partner of the external accounting firm; or 2. his ceasing to have any financial interest in the external accounting firm. The primary duties and authority of the committee are: 1. to review the disclosure of the Company’s accounting information and its major issues, to review the major accounting policies of the Company and their implementation, to monitor the implementation of the Company’s major financial decisions and annual budget, to monitor the truthfulness, accuracy and integrity of the Company’s financial reports, as well as the effectiveness of the procedures for the management to implement the financial reports; to monitor the integrity of the Company’s financial statements, annual reports, accounts, half yearly reports and quarterly reports and to review the significant opinions regarding financial reporting contained in the statements and reports; Before submitting the relevant statements and reports to the board of directors, the committee shall particularly review the following matters: (1) any changes in accounting policies and practices; (2) matters related to material judgement; (3) material adjustments resulting from audit matters; (4) the going concern assumption of the enterprise and any qualified opinions; (5) whether it is in compliance with accounting standards; (6) whether it is in compliance with the Hong Kong Listing Rules and legal requirements regarding financial reporting; The committee shall liaise with the board of directors and senior management in regard to the above matters and meet, at least twice a year, with the external auditing firm. The committee shall consider any significant or unusual items that are, or may need to be, reflected in such reports and accounts and shall give due consideration to any matters that have been raised by the financial personnel of the Company and the person in charge of internal audit function or external auditing firm;

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2. to monitor the annual audit and make judgment on the truthfulness, accuracy and integrity of the audited information contained in the financial reports, and to submit it to the board of directors for review;

3. to commence the control over and the daily management of connected transactions under the leadership of the board of directors, and to be mainly responsible for the analysis and identification of connected parties, as well as the organization of compliance review of connected transactions and the decision-making for major connected transactions;

4. to review and evaluate the Company’s internal control;

(1) to review and evaluate the soundness and effectiveness of the financial control, internal control and risk management systems of the Company;

(2) to review and evaluate the implementation of internal control rules and regulations by the departments and branches of the Company. The evaluation results will be important reference and basis for annual performance assessment;

(3) to discuss with the business management to ensure that an effective internal control system is in place. The discussion shall include the adequacy of resources, qualification and experience of employees, training of employees and the relevant budget in accounting and financial reporting;

(4) to study the important investigation results of internal supervisory and control issues and feedback of the management on the investigation results voluntarily or under the instructions of the board of directors;

(5) if the Company has an internal audit department, to coordinate internal audit and external auditing firm to ensure the internal audit department has adequate resources and appropriate status, and to inspect and supervise the effect of internal audit; (6) to review the financial and accounting policies and practices of the Company (including its holding subsidiaries);

(7) to review the Explanatory Statement on Audit by external auditing firm to the management, any material enquiry raised by the auditor to the management on accounting records, financial accounts or monitoring system and feedback of the management; (8) to ensure the prompt reply by the board of directors to the issues raised in the Explanatory Statement on Audit of the external auditing firm to the management; (9) to report to the board of directors on matters stipulated in the Hong Kong Listing Rules;

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(10) to review the system and arrangement for employees to anonymously report any irregularities in financial reporting, internal control and other aspects of the Company. The committee shall ensure appropriate arrangements are in place to allow the Company to carry out fair and independent investigations and appropriate actions on such matters;

(11) to coordinate the relationship between the Company and external auditing firms. 5. to formulate the Company’s internal audit development plans, to approve the annual audit plans and to file such plans with the board of directors; 6. to review, monitor and evaluate the Company’s internal audit, to monitor the Company’s internal audit system and the implementation of audit plans, and to review and evaluate the procedures and effectiveness of the work of internal audit departments; 7. to review the internal audit and management system, the annual budget, the internal organizational structure plans of the audit department and the composition of the full-time audit team as proposed by the business management; 8. to nominate the general manager and deputy general manager of the internal audit department and to report to the board of directors for appointment according to the procedures specified in the administrative measures of the Company for the appointment of personnel; 9. to conduct an annual review on the performance of the responsible persons of the internal audit department according to the relevant requirements; 10. to review the Company’s internal audit reports, the Audit Brief, the Audit Bulletin, as well as the Management Proposal;

11. to approve the audit department to adopt interim seizure measures with respect to the relevant materials and assets of the entities audited; 12. to make recommendations to the board of directors on the appointment, re-appointment and removal of the external auditing firms, to approve the remuneration and the terms of appointment of the external auditing firms and to deal with any relevant issues regarding the resignation or removal of external auditing firms; 13. to supervise the performance of the external auditing firms, and review and monitor the independence and objectivity of the external auditing firms and the effectiveness of the audit procedures in accordance with applicable standards. The committee shall discuss the nature and scope of the audit and the related reporting responsibilities with the auditors before the commencement of audit;

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14. to develop and implement the policy on engaging external auditing firms to provide non-audit services. The external auditing firms include any entity that is under the same control, ownership or management with the accounting firm responsible for an audit, or any entity that a reasonable and informed third party knowing all relevant information would reasonably conclude to be part of the national or international business of the accounting firm responsible for an audit. The committee shall report and make recommendations to the board of directors in respect of any matters where action or improvement is needed; 15. to prompt the Company to ensure that the internal audit departments have sufficient resources, and to coordinate the communication between the internal audit departments and the external auditing firms; 16. to oversee the implementation of the rectifying measures by the business management in response to the audit opinion and to monitor the implementation of the audit opinions by the business management; 17. to lead the internal audit departments in collecting, summarizing and looking into the materials relating to the responsibility of material mistakes in the information disclosure of the annual reports and to investigate and provide solutions for implementation after the board of directors’ review and approval; and 18. any other matters authorized by the board of directors. The committee may make proposals to the board of directors on matters within the above scope of duties and authority. The special committees shall formulate relevant procedural rules and perform their duties accordingly. The procedural rules will be effective upon approval by the board of directors. The special committees may engage external professionals to provide services at reasonable cost to be borne by the Company. The responsible person (convener) of the nomination and remuneration committee and the audit committee shall be served by independent directors. The board of directors shall seek advice of the special committees before making any decision on matters related to the duties of the special committees. The board of directors shall have a board office that is accountable to the board of directors, and shall handle work assigned by the board of directors and assist the secretary to the board.

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Section 5 Secretary to the Board of Directors

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Section 4 Secretary to the Board of Directors

Article 182 The Company shall have a secretary to the board of directors and concurrently act as the spokesperson for the Company. The secretary to the board of directors is a senior management officer of the Company and shall be accountable to the Company and the board of directors. The secretary to the board of directors shall have the requisite professional knowledge and experience and shall be appointed by the board of directors . The circumstances specified in Article 219 of these Articles to prohibit a person from being a director of the Company shall also apply to the secretary to the board of directors. The board of directors shall separately formulate the working rules with respect to the qualification and procedures for appointment and removal of the secretary to the board of directors.

Article 183 The secretary to the board of directors shall mainly perform the following duties:

(1) to maintain communication and contact between the Company and investors, securities trading departments, securities registration departments, securities services entities, the media and securities regulatory authorities and to coordinate the relationship between the Company and investors;

(3) to organize and prepare shareholders’ general meetings and board meetings in accordance with the legal procedures, and to take minutes of the meetings and maintain the documents and records of the meetings;

(4) to take charge of the information disclosure and publication of the Company and to procure the Company to establish and implement information disclosure system and internal report system for significant information and enable the Company and the relevant persons to discharge the obligation of information disclosure in accordance with law;

(5) to ensure that constitutional documents and records of the Company are complete;

(6) to ensure that reports and documents of the Company required by competent authorities are prepared and delivered in accordance with law;

(7) to ensure that the Company’s registers of shareholders are properly maintained and to be responsible for the management of shareholders information;

(8) to provide relevant information as required by regulations or relevant entities or individuals, such as the CSRC and its local offices and shareholders, in accordance with law and to ensure that persons entitled to access the Company’s records and documents are promptly furnished with such records and documents;

(9) to ensure the effective communication between directors and the compliance with the policies and procedures of the board of directors; (10) to provide opinions regarding corporate governance to the board of directors through the chairman and/or the General Manager (President);

(11) to arrange orientation training and professional development for directors; (12) to perform other duties entrusted by the board of directors.

Article 187 The Company shall have a secretary to the board of directors and concurrently act as the spokesperson for the Company. The secretary to the board of directors is a senior management officer of the Company and shall report to the Company and the board of directors. The secretary to the board of directors shall have the requisite professional knowledge and experience and shall be nominated by the chairman, and appointed or dismissed by the board of directors, with a term of three years and is eligible for re-appointment . The circumstances specified in these Articles to prohibit a person from being a director of the Company shall also apply to the secretary to the board of directors.

Article 188 The secretary to the board of directors shall mainly perform the following duties:

(2) to prepare and submit any reports and documents issued by the board of directors and shareholders’ general meeting as required by the relevant national departments and to provide and submit information required by law; (3) to organize and prepare shareholders’ general meetings and board meetings in accordance with the legal procedures, and to take minutes of the meetings and maintain the documents and records of the meetings;

(5) to ensure that constitutional documents and records of the Company are complete;

(6) to ensure that reports and documents of the Company required by competent authorities are prepared and delivered in accordance with law;

(7) to ensure that the Company’s registers of shareholders are properly maintained and to be responsible for the management of shareholders information;

(8) to provide relevant information as required by regulations or relevant entities or individuals, such as the securities regulatory authorities and shareholders, in accordance with law and to ensure that persons entitled to access the Company’s records and documents are promptly furnished with such records and documents;

(9) to ensure the effective communication between directors and the compliance with the policies and procedures of the board of directors;

(10) to provide opinions regarding corporate governance to the board of directors through the chairman and/or the General Manager (President);

(11) to arrange orientation training and professional development for directors; (12) to perform other duties entrusted by the board of directors.

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Article 186 The secretary to the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors. Where a director concurrently acts as the secretary to the board of directors and an act is required to be done by a director together with the secretary, such person shall not act in both capacities as a director and a secretary.

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Chapter 7 General Manager (President) and Other Senior Management

Article 195 The Company shall establish an executive committee which shall be accountable to the board of directors. The members of the executive committee shall be the senior management of the Company who shall be recommended and nominated by the chairman or the General Manager (President) for appointment and dismissal by the board of directors. The executive committee shall have a chairman.

The executive committee shall perform the following duties:

(1) to implement the Company’s operational policies confirmed by the board of directors and to decide on the major issues relating to the Company’s operation and management;

(2) to prepare the Company’s financial budget plans; (3) to prepare the Company’s final account plans and the plans on profit distribution and recovery of losses; (4) to prepare the proposals of the change of the registered capital of the Company and issuance of bonds;

(5) to prepare the proposals of the merger, spin off, reorganisation and dissolution of the Company;

(6) to formulate the Company’s operational plans and plans of investment, financing and assets disposal for approval by the board of directors subject to the authorization; (7) to propose the internal management structure of the Company;

( 8 ) to prepare and approve the proposals on remuneration, reward and punishment of employees; and ( 9 ) other duties commissioned by the board of directors.

Article 191 Where a director concurrently acts as the secretary to the board of directors and an act is required to be done by a director together with the secretary, such person shall not act in both capacities as a director and a secretary.

Article 192 The board of directors shall have a board office that is accountable to the board of directors, and shall handle work assigned by the board of directors and assist the secretary to the board.

Chapter 7 Operation and Management Organization Section 1 Executive Committee

Article 193 The Company shall establish an executive committee as its operation and management organization which shall be accountable to the board of directors.

The chairman of the executive committee shall be served by the chairman of the board of directors, and the vice chairman of the executive committee shall be served by the General Manager (President).

The members of the executive committee shall be the senior management of the Company who shall be nominated by the chairman of the board of directors or the General Manager (President) for appointment and dismissal by the board of directors.

Article 194 The executive committee of the Company shall perform the following duties according to the resolutions or relevant requirements of the board of directors :

(1) to organise the operation and management of the Company, to implement the Company’s operational policies confirmed by the board of directors, to decide on the major issues relating to the Company’s operation and management , and to report its works to the board of directors ;

(2) to prepare the Company’s financial budget plans; (3) to prepare the final account plans and the plans on profit distribution and recovery of losses; (4) to prepare the proposals of the change of the registered capital of the Company and issuance of bonds; (5) to prepare the proposals of the merger, spin off, reorganisation and dissolution of the Company; (6) to formulate the Company’s operational plans and plans of investment, financing and assets disposal for approval by the board of directors subject to the authorization;

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The meeting of the executive committee shall be convened and presided over by the chairman of the executive committee. If the chairman of the executive committee is unable to convene and preside over the meeting for special reasons, he/she may assign other member to convene and preside over the meeting.

Members of the executive committee shall attend the meetings in person. If a member is unable to attend a meeting for any reason, he/she may entrust other member in writing to attend on his/her behalf.

The meeting of the executive committee shall resolve the matters set out in the agenda one by one by voting. Each member shall have one vote on each resolution considered in the meeting.

Resolutions of the executive committee shall be passed by simple majority of all members. Resolutions in respect of material matters shall be passed by two-thirds or above of the votes.

The meetings of the executive committee shall be recorded by a designated person. The minutes or resolutions of the meetings of the executive committee shall be signed by the person presiding over the meeting. The records, minutes and resolutions of the executive committee shall be kept for 20 years.

The executive committee shall formulate the rules of procedure of the meetings of the committee for approval by the board of directors.

(7) to propose the internal management structure of the Company;

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

( 9 ) to prepare and approve the proposals on remuneration, reward and punishment of employees; and

( 10 ) other duties commissioned by the board of directors.

Article 195 The meeting of the executive committee shall be convened and presided over by the chairman of the executive committee. If the chairman of the executive committee is unable to convene and preside over the meeting for special reasons, he/ she may authorize the vice chairman to convene and preside over the meeting.

The meeting of the executive committee shall resolve the matters set out in the agenda by adopting the chairman responsibility system.

Article 196 The meetings of the executive committee shall be recorded by a designated person. The minutes or resolutions of the meetings of the executive committee shall be signed by the person presiding over the meeting. The records, minutes and resolutions of the executive committee shall be kept for 20 years.

Article 197 The executive committee shall formulate the rules of procedure of the meetings of the committee for approval by the board of directors.

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Article 198 According to the operational and management needs of the Company, the executive committee may set up management committee(s), each of which shall be responsible to the executive committee, and the procedural rules shall be determined by the executive committee.

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Article 187 The Company shall have one General Manager (President) who shall be appointed or dismissed by the board of directors. The Company shall have certain vice general managers (vice presidents) to assist the General Manager (President) in his/her work. The appointment or dismissal of vice general managers shall be recommended by the General Manager (President) for approval by the board of directors.

The members of executive committee, General Manager (President), vice general managers (vice presidents), secretary to the board of directors, chief financial officer, chief compliance officer of the Company and other persons who play significant roles in the Company and are identified by the regulatory authorities or confirmed by the resolution of the board of directors of the Company are the senior management of the Company.

The senior management shall have the qualifications recognized by the CSRC or the local office of the CSRC. Persons without such qualifications shall not be authorized to perform the duties of the senior management.

Article 190 The General Manager (President) and vice general managers (vice presidents) are appointed for a tenure of three years and may be re-appointed upon expiry of the tenure.

Section 2 General Manager (President) and Other Senior Management

Article 199 The Company shall have one General Manager (President) who shall be appointed or dismissed by the board of directors. The General Manager (President) is appointed for three years and may be re-appointed upon expiry of the tenure. The General Manager (President) shall be accountable to the board of directors and exercise the following duties:

(1) to be in charge of the Company’s operation and management, to organize the execution of the resolutions of the board of directors and to report his/her work to the board of directors;

(2) to prepare and implement the Company’s annual operation plan and investment plan;

( 3 ) to formulate rules and regulations for the Company;

( 4 ) to recommend the appointment or dismissal of senior management to the board of directors other than those required to be nominated by the chairman of the board of directors;

( 5 ) to implement the compliance and risk control system of the Company and to ensure the Company satisfies the risk control indicators required by relevant regulatory authorities ; ( 6 ) to perform other duties commissioned by these Articles or the board of directors.

The General Manager (President) may present at the board meetings but shall have no voting right if he/she is not a director.

Article 191 The General Manager (President) shall be accountable to the board of directors and exercise the following duties:

(1) to be in charge of the Company’s operation and management, to organize the execution of the resolutions of the board of directors and to report his/her work to the board of directors;

(2) to prepare and implement the Company’s annual operation plan and investment plan;

(3) to implement the financial budget plan of the Company; (4) to establish the Company’s basic management system;

( 5 ) to formulate rules and regulations for the Company;

( 6 ) to recommend the appointment or dismissal of senior management to the board of directors other than those required to be nominated by the chairman of the board of directors;

(7) to appoint or dismiss management members other than those required to be appointed or dismissed by the board of directors; (8) to decide on the appointment and dismissal of the employees of the Company;

(9) to propose the convening of extraordinary board meetings;

( 10 ) to implement the risk control system of the Company and to ensure the Company satisfies the risk control indicators required by the CSRC ;

( 11 ) to perform other duties commissioned by these Articles or the board of directors.

The General Manager (President) may present at the board meetings but shall have no voting right if he/she is not a director.

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Article 188 The General Manager (President) and other senior management shall have the following qualifications:

(1) they shall not be prohibited by laws and regulations to act as the senior management of securities companies; (2) they shall have passed the qualification test recognized by the CSRC and shall be qualified to serve as the senior management of securities companies;

Article 200 The senior management of the Company shall comply with the requirements of securities regulatory authorities with respect to the qualifications of senior management and the relevant policies and regulations. The appointment and removal of senior management by the Company shall be reported to securities regulatory authorities for filing purpose.

Article 201 The provisions under these Articles in relation to the fiduciary duties of directors and the diligent obligations shall be applicable to the senior management.

(3) they shall be at least university graduates or possess at least bachelor’s degrees;

(4) they shall be faithful and have good integrity;

(5) they shall be familiar with the laws and regulations related to the operation and management of securities companies, and have the operation and management capacity necessary to perform the duties of the senior management;

(6) they shall be licensed to practice in the securities business;

(7) they shall have three years or more of experience in securities business or five years or more of experience in the areas of financial, legal or accounting activities;

(8) they shall have not less than two years of experience of taking charge of a department in a securities company or not less than four years of experience of taking charge of a department in financial institutions such as funds management, futures, banking and insurance or of comparable management experience.

The appointment of any General Manager (President) or other senior management in violation of this article shall be invalid.

The provisions under Article 141 in relation to the fiduciary duties of directors and under items (4) to (6) of Article 142 in relation to the diligent obligations shall be applicable to the senior management.

Article 189 A person who holds a position other than that of a director of the Company’s controlling shareholder or de facto controller shall not act as a senior management officer of the Company. The senior management of the Company may at most hold the office of director or supervisor concurrently in two companies in which the Company has shareholding but shall not hold an office other than those aforesaid. They shall not engage themselves concurrently in any other profit-making organizations or other operation activities.

Senior management members who hold concurrent positions in subsidiaries wholly or partially owned by the Company shall not be subject to the second paragraph of this article but shall comply with relevant requirements of the CSRC .

Article 202 A person who holds administrative positions other than that of a director or supervisor of the Company’s controlling shareholder shall not act as a senior management officer of the Company.

The senior management of the Company may at most hold the office of director or supervisor concurrently in two companies in which the Company has shareholding but shall not hold an office other than those aforesaid. They shall not engage themselves concurrently in any other profit-making organizations or other operation activities.

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Articles After Revision

Article 192 The General Manager (President) shall report to the board of directors or the supervisory committee on the execution and implementation of material contracts, application of funds and assets as well as profit and loss of the Company as requested by the board of directors or the supervisory committee. The General Manager (President) shall ensure the truthfulness of the report.

The General Manager (President) shall consider the opinions of the labour union and employee representatives meeting before making decisions relating to benefits of the employees, such as wages, benefits, occupational safety as well as labour protection, labour insurance and employment contracts.

Article 193 The working rules of the General Manager (President) shall be prepared by the General Manager (President) for approval by the board of directors.

Article 194 The working rules of the General Manager (President) shall include the following:

(1) the conditions, procedures and attendees for convening a meeting by the General Manager (President);

(2) the respective duties and division of responsibilities between the General Manager (President) and other senior management;

(3) the limitation of his/her power in respect of the application of the Company’s funds and assets, execution of material contracts and the requirement for reporting to the board of directors and the supervisory committee;

Article 203 The General Manager (President) shall report to the board of directors or the supervisory committee on the execution and implementation of material contracts, application of funds and assets as well as profit and loss of the Company as requested by the board of directors or the supervisory committee. The General Manager (President) shall ensure the truthfulness of the report.

The General Manager (President) shall consider the opinions of the labour union and employee representatives meeting before formulating systems of the Company relating to benefits of the employees, such as wages, benefits, occupational safety as well as labour protection, labour insurance and employment contracts.

Article 204 The relevant working system of the General Manager (President) shall be prepared by the General Manager (President) for approval by the board of directors.

Article 205 The relevant working system of the General Manager (President) shall include the following:

(1) the conditions, procedures and attendees for convening a special meeting by the General Manager (President); (2) the respective duties and division of responsibilities between the General Manager (President) and other senior management;

(4) other matters as the board of directors may think (4) other matters as the board of directors may think necessary. necessary.

Articles Before Revision

Articles After Revision

Article 198 In performing their duties, the senior management of the Company shall abide by laws, regulations and these Articles, and perform the duties faithfully and diligently.

The senior management in charge of compliance management, risk management and the audit department shall not concurrently hold the office of other positions, the duties of which are in conflict with compliance management, risk management and audit, and shall not concurrently take charge of the departments, the functions of which are in conflict with compliance management, risk management and audit.

The senior management shall give support to the work for compliance management, risk management and audit department.

If a senior management officer violates any laws, administrative regulations or these Articles and infringes the lawful rights of the Company or customers, he/she shall be subject to internal punishment by the board of directors and the supervisory committee.

If a senior management officer violates any laws, regulations or these Articles in the course of performing his/her duties of the Company and causes losses to the Company, he/she shall be liable for compensation. The management of the Company shall establish an organizational structure with defined responsibilities and clear working procedures. It shall arrange for risk identification and evaluations and shall set up a sound and effective internal control system and mechanism to promptly tackle or rectify any deficiencies and problems arising from the internal control system.

Article 207 In performing their duties, the senior management of the Company shall abide by laws, regulations and these Articles, and perform the duties faithfully and diligently. The senior management in charge of compliance management, risk management and the audit department shall not concurrently hold the office of other positions, the duties of which are in conflict with compliance management, risk management and audit, and shall not concurrently take charge of the departments, the functions of which are in conflict with compliance management, risk management and audit.

The senior management shall give support to the work for compliance management, risk management and audit department.

The senior management shall be responsible for ineffective internal control and inability in prompt tackling or rectifying deficiencies and problems arising from the internal control system.

The senior management shall implement compliance management objectives, be accountable for the compliance operation and perform their duties in respect of compliance management in accordance with laws, regulations and these Articles.

Articles Before Revision

Articles After Revision

Article 208 The business management of the Company shall establish an organizational structure with defined responsibilities and clear working procedures. It shall arrange for risk identification and evaluations and shall set up a sound and effective internal control system and mechanism to promptly tackle or rectify any deficiencies and problems arising from the internal control system. The senior management shall be responsible for ineffective internal control and inability in prompt tackling or rectifying deficiencies and problems arising from the internal control system.

– Section 3 Chief Compliance Officer

Article 197 The Company shall have a chief compliance officer. The chief compliance officer is a member of the senior management, who shall be directly accountable to the board of directors and shall examine, supervise and inspect the compliance of the operation, management and practice of the Company and its employees. If the chief compliance officer discovers that there is any act of the Company in violation of laws and regulations or any hidden compliance risk, he shall promptly report to the board of directors, the supervisory committee and the major person in charge of operation and management, give comments on how to handle it and supervise the rectification.

The chief compliance officer shall not concurrently hold a position that is contrary to his compliance management duties, nor take charge of a department whose functions are contrary to the compliance management duties.

The chief compliance officer shall be appointed and removed by the board of directors. The chief compliance officer shall have a term of office of three years and may be re-appointed upon expiry of his term of office. For the appointment of the chief compliance officer, the Company shall file his resume and the relevant certification materials with the relevant local office of the CSRC . The chief compliance officer shall have the qualifications required by the regulatory departments, and shall take office only after he has been recognized by the relevant local office of the CSRC .

If the chief compliance officer is dismissed by the Company before his term of office expires, the Company shall have the proper reasons for such dismissal and shall file a written report with the reasons for the dismissal to the relevant local office of the CSRC ten business days before the convening of the relevant board meeting.

Article 209 The Company shall have a chief compliance officer. The chief compliance officer is a member of the senior management, who shall be directly accountable to the board of directors and shall examine, supervise and inspect the compliance of the operation, management and practice of the Company and its employees. If the chief compliance officer discovers that there is any act of the Company in violation of laws and regulations or any hidden compliance risk, he shall promptly report to the board of directors, the supervisory committee and the major person in charge of operation and management, give comments on how to handle it and supervise the rectification.

The chief compliance officer shall be appointed and removed by the board of directors. The chief compliance officer shall have a term of office of three years and may be re-appointed upon expiry of his term of office. For the appointment of the chief compliance officer, the Company shall file his resume and the relevant certification materials with the relevant regulatory authorities . The chief compliance officer shall have the qualifications required by the relevant regulatory authorities .

If the chief compliance officer is dismissed by the Company before his term of office expires, the Company shall have the proper reasons for such dismissal and shall file a written report with the reasons for the dismissal to the relevant regulatory authorities ten business days before the convening of the relevant board meeting.

Articles Before Revision

Articles After Revision

In the event that the chief compliance officer is unable to perform his duties or is vacant, a person who meets the regulatory requirements shall perform the duties on behalf of the chief compliance officer. The Company shall, within three business days from the date of such decision, submit a written report to the relevant local office of the CSRC . The period for performing such duties on behalf of the chief compliance officer shall not exceed six months. The chief compliance officer who resigns from his position shall make an application to the board of directors of the Company one month prior to his resignation, and report the same to the relevant local office of the CSRC . The chief compliance officer shall not cease to perform his duties on his own before his resignation application is approved.

In the event that the chief compliance officer is vacant, the Company shall engage a person who has the qualifications required by the regulatory department to serve as the chief compliance officer within six months.

Chapter 8 The Supervisory Committee Section 1 Supervisors

Article 199 Directors, the General Manager (President) and other senior management members, as well as their lineal relatives and affiliates with close social relationship, shall not hold the position of supervisors of the Company.

Prior to their appointment, supervisors of the Company shall have their qualifications approved by the CSRC.

In addition to the basic qualifications of supervisors, the chairman of the supervisory committee shall also have the following qualifications:

(1) he/she shall have three years or more of experience in securities, or five years or more of experience in finance, laws, or accountancy, or 10 years or more of experience in economy;

The proper reasons as referred to in the preceding paragraph shall include the circumstances such as the personal application made by the chief compliance officer, or any change of the chief compliance officer under the order of the relevant regulatory authorities , or any evidence showing that he is unable to perform his duties normally or fails to be diligent and responsible. In the event that the chief compliance officer is unable to perform his duties or is vacant, a person who meets the regulatory requirements shall perform the duties on behalf of the chief compliance officer. The Company shall, within three business days from the date of such decision, submit a written report to the relevant regulatory authorities . The period for performing such duties on behalf of the chief compliance officer shall not exceed six months. The chief compliance officer who resigns from his position shall make an application to the board of directors of the Company one month prior to his resignation, and report the same to the relevant regulatory authorities . The chief compliance officer shall not cease to perform his duties on his own before his resignation application is approved.

In the event that the chief compliance officer is vacant, the Company shall engage a person who has the qualifications required by the relevant regulatory authorities to serve as the chief compliance officer within six months.

Chapter 8 The Supervisory Committee Section 1 Supervisors

Article 210 The supervisors of the Company shall comply with the requirements of the securities regulatory authorities in respect of the qualifications of supervisors and the relevant policies and regulations.

The appointment and removal of a supervisor by the Company shall be reported to the securities regulatory authorities for filing purpose.

Directors, the General Manager (President) and other senior management members, as well as their lineal relatives and affiliates with close social relationship shall not hold the position of supervisors of the Company.

(2) he/she shall at least be a university graduate or have a bachelor’s degree;

(3) he/she shall have passed the qualification test recognised by the CSRC.

Article 201 A supervisor shall serve for a term of three years. Non-employee representative supervisors shall be elected or removed by the shareholders’ general meeting and employee representative supervisors shall be elected or removed by the Company’s employees representatives meeting , employees meeting or otherwise in a democratic manner. The term of a supervisor is renewable subject to re-election.

A supervisor shall not be removed without reason by the shareholders’ general meeting or the employee representatives meeting (including employees meeting or otherwise) before the expiration of his/her term. If a supervisor is removed by the shareholders’ general meeting before the expiration of his/her term, relevant explanation shall be provided. The supervisor being removed shall be entitled to make his/her representation to the shareholders’ general meeting, the CSRC or its local office .

Article 211 A supervisor shall serve for a term of three years. The term of a supervisor is renewable subject to re-election.

Non-employee representative supervisors shall be elected or removed by the shareholders’ general meeting and employee representative supervisors shall be elected or removed by the Company’s employee representatives meeting in a democratic manner.

Article 212 A supervisor shall not be removed without reason by the shareholders’ general meeting or the employee representatives meeting before the expiration of his/her term. If a supervisor is removed by the shareholders’ general meeting before the expiration of his/her term, relevant explanation shall be provided. The supervisor being removed shall be entitled to make his/her representation to the shareholders’ general meeting, or the relevant regulatory authorities.

Articles Before Revision

Articles After Revision

Article 202 Where no re-election is made upon expiry of the term of a supervisor or the resignation of a supervisor within his/her tenure results in the number of members of the supervisory committee falling below the statutory number, the retiring supervisor shall, before a new supervisor is elected and assumes office, continue to perform his/her duties as a supervisor in accordance with laws, regulations and these Articles.

A supervisor may resign before the expiry of his/her tenure. The resigning supervisor shall submit to the supervisory committee a written resignation. The supervisory committee shall disclose the relevant situation within two days.

Except for the circumstance specified in this article that the resignation of a supervisor results in the number of members of the supervisory committee falling below the statutory number, the resignation of a supervisor shall be effective when the written resignation is delivered to the supervisory committee.

Subject to the relevant laws, regulations, and the regulatory rules of the jurisdiction in which the Company is listed, if the supervisory committee appoints a new supervisor to fill a vacancy or as an additional supervisor, the tenure of the appointed supervisor shall expire at the next shareholders’ general meeting of the Company. Upon expiry of tenure, the supervisor shall be eligible for re-election.

Within 10 days from the effective date of his/her resignation or the expiry of his/her tenure, the supervisor shall duly complete all formalities in relation to handover with the supervisory committee. Upon resignation or expiry of his/her tenure, the fiduciary obligation owed by such supervisor to the Company and the shareholders shall not necessarily be released. The obligation of confidentiality of such supervisor in relation to any trade secrets of the Company shall remain effective after his/ her tenure and shall continue until such trade secrets become public information. The duration of other obligations shall be determined on the principle of fairness and depend on the length of time between the occurrence of the incident and the resignation, as well as the conditions and circumstances under which the supervisor terminates his/her relationship with the Company.

Article 213 A supervisor may resign prior to the expiry of his/her tenure. A supervisor who resigns within his/her tenure shall submit a written resignation to the supervisory committee , specifying the reason for resignation. The supervisory committee shall disclose the relevant situation within two days.

Upon resignation or expiry of his/her tenure without participating in re-election , his/her fiduciary obligation to the Company and the shareholders shall not necessarily be released. The obligation of confidentiality of such supervisor in relation to any trade secrets of the Company shall remain effective after his/ her tenure and shall continue until such trade secrets become public information. The duration of other obligations shall be determined on the principle of fairness and depend on the length of time between the occurrence of the incident and the resignation, as well as the conditions and circumstances under which the supervisor terminates his/her relationship with the Company.

Article 214 Where no re-election is made upon expiry of the term of a supervisor or the resignation of a supervisor within his/her tenure results in the number of members of the supervisory committee falling below the statutory number, the retiring supervisor shall, before a new supervisor is elected and assumes office, continue to perform his/her duties as a supervisor in accordance with laws, regulations and these Articles.

Articles Before Revision

Articles After Revision

Article 204 The supervisors may attend board meetings and raise queries or proposals regarding matters discussed at such meetings.

Supervisors shall have the right to understand the operation of the Company and shall assume the obligation of confidentiality in respect thereof. The Company shall promptly report to the supervisory committee its internal audit reports, compliance reports, monthly or quarterly financial reports, annual financial reports and other major issues.

Article 205 Any supervisor who fails to attend supervisory committee meetings in person for three consecutive times shall be deemed to be unable to perform his/her duties and shall be removed and replaced by the shareholders’ general meeting or the employee representatives meeting (including employees meeting or otherwise) .

Article 206 Supervisors shall comply with laws, regulations and the requirements of these Articles, perform the fiduciary duty and the obligation of diligence, and faithfully perform their supervisory role. Where a supervisor violates any laws, regulations or the requirements of these Articles in performing the duties of the Company and causes loss to the Company, such supervisor shall be liable for compensation.

Any supervisor who fails to duly perform his/her duties when he/she is aware of or shall have been aware of any actions conducted by the directors or senior management that are in violation of laws, administrative regulations or the requirements of these Articles shall assume the relevant liabilities.

Article 216 The supervisors may attend the board meetings and raise queries or proposals regarding matters discussed at such meetings. Article 217 Supervisors shall have the right to understand the operation of the Company and shall assume the obligation of confidentiality in respect thereof.

Article 218 Any supervisor who fails to attend supervisory committee meetings in person or does not appoint other supervisors to attend the supervisory committee meetings for two consecutive times shall be deemed to be unable to perform his/her duties. The supervisory committee shall give a verbal reminder to such supervisor. If no rectification is made, the supervisory committee may advise the shareholders’ general meeting or the employee representatives meeting to remove and replace him/her .

Article 219 Supervisors shall not impair the interest of the Company by taking advantage of their connected relatonship, and shall be liable for compensation if any loss is caused to the Company arising therefrom.

Article 220 Where a supervisor violates any laws, regulations or the requirements of these Articles in performing the duties of the Company and causes loss to the Company, such supervisor shall be liable for compensation.

Article 221 Any supervisor who fails to duly perform his/ her duties when he/she is aware of or shall have been aware of any actions conducted by the directors or senior management that are in violation of laws, administrative regulations or the requirements of these Articles shall assume the relevant liabilities.

Articles Before Revision

Section 2 Supervisory Committee

Article 207 The Company shall have a supervisory committee. The supervisory committee shall comprise of 5 supervisors, including shareholder supervisors, employee supervisors and external supervisors. Not less than one-third of members of the supervisory committee shall be employee supervsiors. The supervisory committee shall have a chairman. The election and removal of the chairman of the supervisory committee shall be determined by the affirmative votes of two-thirds or more of members of the supervisory committee. Meetings of the supervisory committee shall be convened and presided over by the chairman of the supervisory committee. Where the chairman of the supervisory committee is incapable of performing or does not perform his duties, a supervisor elected by one-half or more of the supervisors shall convene and preside over supervisory committee meetings.

The supervisory committee or shareholder(s) who hold(s), individually or jointly, 3% or more of shares of the Company may nominate the candidates for non-employee supervisors and provide the profile and general information of such candidates. When a proposal is made, it shall submit to the ’ shareholders general meeting for voting .

If the number of directors nominated by a shareholder of the Company are one-half or more of members of the board of directors, the number of supervisors nominated by such shareholder shall not exceed one-third of the members of the supervisory committee.

The employee supervisors in the supervisory committee shall be elected by the Company’s employees through employee representatives meeting , employees meeting or other democratic means and shall assume office directly.

The supervisory committee may establish a financial supervision and inspection committee and a performance supervision and inspection committee. All special committees of the supervisory committee shall be composed of supervisors. They shall be accountable to the supervisory committee and shall submit their respective work reports to the committee . Members of the special committees of the supervisory committee shall have professional knowledge and working experience related to their duties in the special committees. The supervisory committee shall formulate the respective procedural rules in connection with the composition of each special committee, its duties and authority and the exercise thereof.

The supervisory committee shall have an administrative body to organize meetings of the supervisory committee, keep meeting minutes and documents and assist supervisors in performing their duties.

Articles After Revision

Section 2 Supervisory Committee

Article 222 The Company shall have a supervisory committee. The supervisory committee shall comprise of 5 supervisors. Not less than one-third of members of the supervisory committee shall be employee supervisors. The supervisory committee shall have a chairman. The election and removal of the chairman of the supervisory committee shall be determined by the affirmative votes of two-thirds or more of members of the supervisory committee. Meetings of the supervisory committee shall be convened and presided over by the chairman of the supervisory committee. Where the chairman of the supervisory committee is incapable of performing or does not perform his duties, a supervisor elected by one-half or more of the supervisors shall convene and preside over supervisory committee meetings.

The supervisory committee or shareholder(s) who hold(s), individually or jointly, 3% or more of shares of the Company may nominate the candidates for non-employee supervisors. If the number of directors nominated by a shareholder of the Company are one-half or more of members of the board of directors, the number of supervisors nominated by such shareholder shall not exceed one-third of the members of the supervisory committee. The employee supervisors in the supervisory committee shall be elected by the Company’s employees through employee representatives meeting in a democratic manner and shall assume office directly.

The supervisory committee shall have a financial supervision and inspection committee and a performance supervision and inspection committee , and may establish a risk supervision and inspection committee based on its work requirement. All special committees of the supervisory committee shall be composed of supervisors and shall be accountable to the supervisory committee. Members of the special committees of the supervisory committee shall have professional knowledge and working experience related to their duties in the special committees. The supervisory committee shall formulate the respective procedural rules in connection with the composition of each special committee, its duties and authority and the exercise thereof.

Article 223 The supervisory committee shall have an office of the supervisory committee to be responsible for daily operation such as organizing meetings of the supervisory committee, keeping meeting minutes and documents , and to assist supervisors in performing their duties.

Articles Before Revision

Articles After Revision

Article 208 The supervisory committee shall be accountable to the shareholders’ general meeting and perform the following functions and powers:

(1) to review the Company’s regular reports prepared by the board of directors and to provide comments in writing;

(2) to inspect the Company’s financial position and to request the chief financial officer of the Company to regularly and truthfully report the analysis on the financial statements to the supervisory committee ;

(3) to monitor the establishment and implementation of internal control by the board of directors ;

(5) to make enquiries on the conduct of directors and senior management;

( 6 ) to demand rectification of the directors and senior management within a prescribed period where their conducts are in violation of laws, administrative regulations or these Articles, and are detrimental to the interests of the Company, its shareholders or customers. In the case of material damages or failure of the directors and senior management to make rectifications within the prescribed period, an extraordinary general meeting shall be proposed and special proposals shall be made to the shareholders’ general meeting;

( 7 ) to report directly to the CSRC or its local office on any serious breach of laws and regulations by the board of directors or senior management of the Company;

( 8 ) to propose to convene an extraordinary general meeting and to convene and preside over the shareholders’ general meeting if the board of directors fails to do so as required by the Company Law;

( 9 ) to engage an accounting firm with qualification for securities related business to conduct audits on retiring or resigning senior management officers;

( 10 ) to make proposals to shareholders’ general meetings;

( 11 ) to report at an annual general meeting and to disclose in an annual report the duty performance of supervisors , including the number of meetings of the supervisory committee attended by them and their voting thereat during the reporting period ;

( 12 ) to take legal actions against directors and senior management in accordance with Article 152 of the Company Law;

( 13 ) to examine the financial information such as the financial reports and profit distribution plans to be submitted by the board of directors to the shareholders’ general meetings and to investigate any queries or unusual business operations of the Company when they are identified ; and, where necessary, to engage professional institutions, such as accounting firms or law firms, to assist their work with reasonable expenses to be borne by the Company;

( 14 ) to investigate unusual business operations, financial conditions and compliance of the Company when they are found; and, where necessary, to engage professional institutions, such as accounting firms and law firms, to assist their work with reasonable expenses to be borne by the Company;

Article 224 The supervisory committee shall be accountable to the shareholders’ general meeting and perform the following duties:

(1) to review the Company’s regular reports prepared by the board of directors and to provide comments in writing;

(2) to inspect the Company’s financial position;

(3) to monitor the comprehensive risk management and internal control of the Company ;

(4) to supervise the acts of the directors and senior management in performing the duties of the Company and to advise the dismissal of any director or senior management officer who violates laws, regulations, these Articles or resolutions of the shareholders’ general meetings; ( 5 ) to demand rectification of the directors and senior management within a prescribed period where their conducts are in violation of laws, administrative regulations or these Articles, and are detrimental to the interests of the Company, its shareholders or customers. In the case of material damages or failure of the directors and senior management to make rectifications within the prescribed period, an extraordinary general meeting shall be proposed and special proposals shall be made to the shareholders general meeting;

( 6 ) to report directly to the securities regulatory authorities on any serious breach of laws and regulations by the board of directors or senior management of the Company; ( 7 ) to propose to convene an extraordinary general meeting and to convene and preside over the shareholders’ general meeting if the board of directors fails to do so as required by the Company Law;

( 8 ) to conduct audits on retiring or resigning senior management officers;

( 9 ) to make proposals to shareholders’ general meetings;

( 10 ) to report at an annual general meeting and to disclose in an annual report the duty performance of supervisors and their remuneration ;

( 11 ) to take legal actions against directors and senior management in accordance with Article 151 of the Company Law;

( 12 ) to check the financial information such as the profit distribution plans and final accounts plans to be submitted by the board of directors to the shareholders’ general meetings and to engage professional institutions, such as accounting firms or law firms, to assist their work if any queries are identified with reasonable expenses to be borne by the Company;

( 13 ) to investigate unusual business operations, financial conditions and compliance of the Company when they are found and, where necessary, to engage professional institutions, such as accounting firms and law firms, to assist their work with reasonable expenses to be borne by the Company;

( 14 ) to prepare proposals on the amount and payment method of the emoluments of supervisors and to submit it to the shareholders’ general meeting for decision;

( 15 ) to perform other functions and powers conferred by laws and regulations, these Articles or the shareholders’ general meetings.

( 15 ) to prepare the proposal on the amount and payment method of the emoluments of supervisors and to submit it to the shareholders’ general meeting for decision;

( 16 ) to perform other functions and powers conferred by these Articles or the shareholders’ general meetings.

Articles Before Revision

Articles After Revision

Article 209 The supervisory committee may require the directors, senior management and other relevant personnel of the Company to attend meetings of the supervisory committee to answer questions.

When the supervisory committee inspects the performance of duties by the directors or senior management of the Company, it may understand the situation from the directors, senior management and other relevant personnel of the Company and they shall offer cooperation in this regard.

The supervisory committee shall supervise the performance of compliance management duties by the directors and senior management and propose to dismiss any directors or senior management who assume the primary or leadership responsibility for major compliance risks in accordance with laws, regulations and the requirements of these Articles.

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Article 225 The supervisory committee may require the directors, senior management and other relevant personnel of the Company to attend meetings of the supervisory committee to answer questions.

Article 226 The supervisory committee may make recommendations (whether in writing or orally) and give reminders to, interview and make inquiries with, and request for reply from the board of directors and the business management and their members or other personnel.

Article 227 When the supervisory committee inspects the performance of duties by the directors or senior management of the Company, it may understand the situation from the directors, senior management and other relevant personnel of the Company, and they shall offer cooperation in this regard.

Article 228 In performing its duties, the supervisory committee shall have the right to engage professionals, including lawyers, certified public accountants and practising auditors, to provide services and professional advice, with the reasonable costs incurred thereby to be borne by the Company.

Articles Before Revision

Articles After Revision

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Article 229 The Company shall report to the supervisory committee its audit reports, compliance reports, monthly or quarterly financial reports, annual financial reports and other major matters in a timely manner.

– Article 230 The supervision records of the supervisory committee and the results of financial inspection shall be taken as an important basis of the performance appraisal of directors and senior management.

Article 210 The supervisory committee shall hold a meeting at least once every six months. The chairman of the supervisory committee shall convene the meeting and notify all supervisors in writing 10 days before the meeting.

The supervisory committee shall regularly convene a meeting within 120 days after the expiration of the last fiscal year to review the annual report, annual financial report and annual compliance report of the Company.

Article 211 An extraordinary meeting of the supervisory committee shall be convened if so proposed by the supervisors. A written notice of the extraordinary meeting shall be served to all supervisors five days before the meeting. If an urgent extraordinary meeting is required, the convener may issue the notice of the meeting by telephone , fax or email together with an explanation of the urgency in the meeting.

Article 212 The supervisory committee shall formulate the “ Procedural Rules of the Supervisory Committee ” to clearly define its discussion method and voting procedures so as to ensure the work efficiency and scientific decision making of the supervisory committee. The “Procedural Rules of the Supervisory Committee” formulated by the supervisory committee shall be annexed to these Articles upon approval by the shareholders’ general meeting .

Article 213 A supervisory committee meeting shall be held physically. Under urgent circumstances, voting at an extraordinary meeting of the supervisory committee may be conducted by way of fax , provided that the convener of the supervisory committee (the chairman of the meeting) shall explain to the attending supervisors the urgency in details.

Article 214 The voting procedures of the supervisory committee is as follows: voting for resolutions at on-site meetings of the supervisory committee shall be determined by the chairman of the supervisory committee by way of a show of hands or poll. The chairman of the supervisory committee shall announce if the resolution of the supervisory committee is passed at the meeting in accordance with the voting results. The voting results of the resolution shall be recorded in the minutes of the meeting.

Article 231 The supervisory committee shall hold a meeting at least once every six months. The chairman of supervisory committee shall convene the meeting, and notify all supervisors in writing 10 days before the meeting. The supervisory committee shall regularly convene a meeting within 120 days after the expiration of the last fiscal year to review the annual report, annual financial report , comprehensive risk management report and annual compliance report, etc. of the Company.

Article 232 An extraordinary meeting of the supervisory committee shall be convened if so proposed by the supervisors. A written notice of the extraordinary meeting shall be served to all supervisors two days before the meeting. If an urgent extraordinary meeting is required, the convener may issue the notice of the meeting by telephone or email together with an explanation of the urgency in the meeting.

Article 233 The supervisory committee shall prepare the Procedural Rules of the Supervisory Committee to clearly define its discussion method and voting procedures so as to ensure the work efficiency and scientific decision making of the supervisory committee.

The Procedural Rules of the Supervisory Committee shall, as an annex to these Articles, be prepared by the supervisory committee and approved by shareholders at a shareholders’ general meeting .

Article 234 A supervisory committee meeting shall be held physically. Under urgent circumstances, voting at a meeting of the supervisory committee may be conducted by way of communication tools , provided that the convener of the supervisory committee (the chairman of the meeting) shall explain to the attending supervisors the urgency in details.

Article 235 The supervisory cmmittee shall vote for resolutions by way of a show of hands, open ballot or other means of voting as permitted by laws, regulations, rules or normative documents. Each supervisor shall have one vote.

When communication voting is adopted, supervisors shall, after confirming their votes by signing a written opinion on the matter considered and his/her voting intention, fax the same to an administrative body of the supervisory committee. Supervisors shall not only indicate the voting intention without stating the written opinion or reason for such voting intention. Supervisors participated in communication voting shall send the original of signed votes to the supervisory committee within the period specified in the notice of the meeting.

Article 215 The discussion method of the supervisory committee shall be as follows: a supervisory committee meeting shall not be conducted unless it is attended by two-thirds or more of the supervisors. The chairman of the supervisory committee shall preside over the meeting of supervisory committee. Each supervisor shall have one vote. Any resolution made by the supervisory committee shall be approved by two-thirds or more of members of the supervisory committee.

Article 236 A supervisory committee meeting shall not be conducted unless it is attended by two-thirds or more of the supervisors. Any resolution made by the supervisory committee shall be approved by two-thirds or more of members of the supervisory committee.

Articles Before Revision

Articles After Revision

Article 217 The supervisory committee shall keep minutes Article 238 The supervisory committee shall keep minutes of the matters discussed. The minutes shall record the process of the matters discussed. The attending supervisors shall sign on of the meeting, content of resolutions, speeches given by the minutes of the meeting. supervisors and voting results in a true, accurate and complete manner. The attending supervisors and the recorder Each supervisor shall have the right to request that an shall sign on the minutes of the meeting. explanation of his/her comments made at the meetings be recorded in the minutes. The minutes of supervisory committee Each supervisor shall have the right to request that an meetings shall be kept as the records of the Company for at explanation of his/her comments made at the meetings be least 10 years .

Each supervisor shall have the right to request that an meetings shall be kept as the records of the Company for at explanation of his/her comments made at the meetings be least 10 years . recorded in the minutes. The minutes of supervisory committee meetings shall be kept as the records of the Company by the person in the administrative body designated by the chairman of the supervisory committee for a period of 20 years . Article 218 A notice of the meeting of supervisory Article 239 A written notice of the meeting of supervisory committee shall contain the following: committee shall contain the following: (1) the date, venue and duration of the meeting; (1) the date, venue and duration of the meeting; (2) the matters for discussion (proposals); (2) reason for meeting and the matters for discussion (proposals); (3) the convener and chairman of the meeting, the person proposing an extraordinary meeting and his/her ( 3 ) issue date of the meeting notice. written proposal; (4) meeting materials necessary for the voting by supervisors; (5) the requirement of personal attendance by supervisors; (6) contact person for the meeting and his/her contact details; ( 7 ) issue date of the meeting notice. Verbal notice of the meeting shall at least contain items (1) and (2) above and an explanation of the emergency that requires to convene an extraordinary meeting of the supervisory committee as soon as possible.

Articles Before Revision

Articles After Revision

Chapter 9 Qualifications and Duties of the Directors, Supervisors, General Manager (President) and Other Senior Management of the Company

Article 219 In addition to the conditions for the appointment of directors (including independent directors), supervisors and senior management as set out in Articles 139 , 153 , 154 , 188 , 197 and 199 , the following persons shall not serve as directors, supervisors, the General Manager (President) or other senior management of the Company:

(1) persons without civil capacity or with limited civil capacity;

(2) persons who have committed offences relating to corruption, bribery, embezzlement, misappropriation of property or disruption of social economic order and have been sentenced to criminal punishment, where less than five years have elapsed since the date of completion of the sentence, or who have been deprived of their political rights due to the commission of a criminal offense, where less than five years have elapsed since the date of restoring their political rights;

(3) persons who were former directors, factory managers or general managers of a company or enterprise which was declared bankrupt and was liquidated and who were personally liable for the bankruptcy of such company or enterprise, where less than three years have elapsed since the date of completion of the bankruptcy and liquidation of the company or enterprise;

(4) persons who were legal representatives of a company or enterprise which had its business licence revoked and operation closed down due to violation of laws and who were personally liable, where less than three years have elapsed since the date of the revocation;

(5) persons who have a substantial amount of debts due and outstanding;

(6) persons who are prohibited from entering into the securities market by the CSRC for a period which has not yet expired;

(8) persons who have been convicted by the competent authority for violation of securities regulations and acting fraudulently or dishonestly, where less than five years have elapsed since the date of conviction;

(9) persons who were lawyers, certified public accountants or professionals of investment advisory institutions, financial consultancy institutions, credit rating institutions, assets evaluation institutions or certification institutions and who were disqualified due to illegal or improper behavior, where less than five years have elapsed since the date of disqualification ;

Chapter 9 Qualifications and Duties of the Directors, Supervisors, General Manager (President) and Other Senior Management of the Company

Article 240 In addition to the conditions for the appointment of directors (including independent directors), supervisors and senior management as set out in Articles 142 , 156 , 157 , 208 and 209 , the following persons shall not serve as directors, supervisors, the General Manager (President) or other senior management of the Company: (1) persons without civil capacity or with limited civil capacity;

(5) persons who have a substantial amount of debts due and outstanding;

(6) persons who are prohibited from entering into the securities market by the securities regulatory authorities for a period which has not yet expired;

(7) persons in charge of stock exchange, securities registration and clearing institutions or directors, supervisors, senior management of securities companies who were dismissed due to illegal or improper behaviour where less than five years have elapsed since the date of the removal. (8) persons who have been convicted by the competent authority for violation of securities regulations and acting fraudulently or dishonestly, where less than five years have elapsed since the date of conviction;

(9) persons who were lawyers, certified public accountants or professionals of other securities service institutions and whose practicing license were revoked or who has been disqualified due to illegal or improper behavior, where less than five years have elapsed since the date of revocation of the practicing license or disqualification ;

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Articles After Revision

(10) government officers and other persons who are prohibited by laws and regulations to concurrently take up posts in a company;

(11) persons who were subject to administrative penalties by the financial regulatory authority due to illegal or improper behavior where less than three years have elapsed since the date of completion of the penalties;

(12) persons who are disqualified by the CSRC where less than three years have elapsed since the date of disqualification; (13) persons who are declared to be unfit by the CSRC where less than two years have elapsed since the date of declaration;

(14) persons who are prohibited from acting as a management member of a company by laws or regulations;

(15) persons who are not natural persons;

(16) persons who are under investigation due to suspected improper or illegal behaviors, or have been subject to an investigation by judicial authorities for breach of criminal law, and such investigation has not come to an end; and (17) other circumstances specified by laws, regulations or the listing rules of the place where the shares of the Company are listed.

Any election or appointment of director and supervisor or appointment of the General Manager (President) and other senior management in contravention of this article shall be invalid. Any director, supervisor, the General Manager (President) or other senior management falling into any of the circumstances set out in this article during his/her term of office shall be dismissed by the Company.

(10) government officers and other persons who are prohibited by laws and regulations to concurrently take up posts in a company;

(12) persons who are disqualified by the relevant regulatory authorities where less than three years have elapsed since the date of disqualification; (13) persons who are declared to be unfit by the relevant regulatory authorities where less than two years have elapsed since the date of declaration; (14) persons who are prohibited from acting as a management member of a company by laws or regulations;

(15) persons who are not natural persons;

Articles Before Revision

Articles After Revision

Article 221 In addition to the obligations imposed by laws, regulations and the requirements of the securities regulators in the place where the Company’s shares are listed, the directors, supervisors, the General Manager (President) and other senior management of the Company shall also have the following obligations to shareholders when exercising their functions and powers entrusted by the Company:

(1) not to cause the Company to exceed the scope of business stipulated in its business license;

(2) to act honestly in the best interests of the Company; (3) not to expropriate the Company’s properties by any means, including but not limited to opportunities advantageous to the Company; and

(4) not to expropriate the personal rights of shareholders, including but not limited to rights of distribution and voting, except for the restructuring of the Company submitted to the shareholders’ general meeting for approval in accordance with these Articles.

Directors of the Company shall also perform the fiduciary duty and the obligation of diligence to the Company in accordance with Articles 141 and 142 .

Article 227 Where a director, supervisor, the General Manager (President) and any other senior management of the Company is in any way, directly or indirectly, materially interested in a contract, transaction or arrangement or proposed contract, transaction or arrangement with the Company (other than his/her contract of service with the Company), he/she shall declare the nature and extent of his/her interests to the board of directors at the earliest opportunity, whether or not the related matters under normal circumstances is subject to the approval of the board of directors.

Unless the interested director, supervisor, the General Manager (President) or other senior management of the Company has disclosed his/her interest in accordance with the preceding paragraph of this article to the board of directors and the contract, transaction or arrangement has been approved at a board meeting in which the interested director, supervisor, the General Manager (President) and other senior management was not counted in the quorum and has abstained from voting, such contract, transaction or arrangement may be revoked by the Company except that the counterparty is a bona fide party acting without notice of the breach of duty by the director, supervisor, the General Manager (President) or other senior management concerned.

If the related party of the director, supervisor, the General Manager (President) or other senior management of the Company has interests in any contract, transaction or arrangement, such director, supervisor, the General Manager (President) or other senior management will be deemed to be so interested.

Article 242 In addition to the obligations imposed by laws, regulations and the requirements of the securities regulatory authorities and the stock exchange(s) in the place where the Company’s shares are listed, the directors, supervisors, the General Manager (President) and other senior management of the Company shall also have the following obligations to shareholders when exercising their functions and powers entrusted by the Company:

(1) not to cause the Company to exceed the scope of business stipulated in its business license;

(2) to act honestly in the best interests of the Company; (3) not to expropriate the Company’s properties by any means, including but not limited to opportunities advantageous to the Company; and

Directors of the Company shall also perform the fiduciary duty and the obligation of diligence to the Company in accordance with Articles 144 and 145 .

Article 248 Where a director, supervisor, the General Manager (President) and any other senior management of the Company is in any way, directly or indirectly, materially interested in a contract, transaction or arrangement or proposed contract, transaction or arrangement with the Company (other than his/her contract of service with the Company), he/she shall declare the nature and extent of his/her interests to the board of directors at the earliest opportunity, whether or not the related matters under normal circumstances is subject to the approval of the board of directors.

Articles Before Revision

Articles After Revision

A director shall not vote for any resolution of the board in relation to any contract, transaction or arrangement or any other relevant proposal in which he/she or any of his/her associate(s) (as defined in the applicable Hong Kong Listing Rules in force from time to time) has material interests and he/she shall not be counted in the quorum of the meeting, except for the following:

(1) 1. any security or indemnity to the director or his/ her associate(s) in respect of the loans provided to the Company or any of its subsidiaries by such director or his/ her associate(s) or obligations incurred or undertaken by such director or any of his/her associate(s) at the request of or for the benefit of the Company or any of its subsidiaries;

A director shall not vote for any resolution of the board in relation to any contract, transaction or arrangement or any other relevant proposal in which he/she or any of his/her close associate(s) (as defined in the applicable Hong Kong Listing Rules in force from time to time) has material interests and he/ she shall not be counted in the quorum of the meeting, except for the circumstances permitted under the Hong Kong Listing Rules and applicable regulations.

2. any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the director or his/her associate(s) has assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or security;

(2) any offer, by other persons or the Company, of shares or debentures or other securities of the Company or any other companies which the Company may promote or be interested in for subscription or purchase, where the director or his/her associate(s) is or is to be interested as a participant(s) in the underwriting or sub-underwriting of the offer; (3) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including:

1. the adoption, modification or implementation of any employees share scheme or any share incentive or share option scheme from which the director or his/her associate(s) may benefit; 2. the adoption, modification or implementation of a pension fund scheme, retirement scheme or death or disability benefits scheme which relates to the directors, their associates(s) and employees of the Company or any of its subsidiaries without providing any special rights to any director or his/her associate(s) which is not generally accorded to the persons relating to such scheme or fund; (4) any contract or arrangement in which the director or his/her associate(s) is interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/her interests in shares or debentures or other securities of the Company.

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Articles After Revision

Chapter 10 Financial and Accounting Systems, Profit Distribution and Audit Section 1 Financial and Accounting Systems

Article 238 The Company shall prepare and submit its Article 259 The Company shall prepare and submit its annual financial reports within four months after the end of each annual financial reports within four months after the end of each accounting year to the CSRC and the stock exchange(s), its accounting year, its interim financial reports within two months interim financial reports within two months after the end of the after the end of the first six months of each accounting year, and first six months of each accounting year to the local office of quarterly financial reports within one month after the end of the the CSRC and the stock exchange(s), and quarterly financial first three months and first nine months of each accounting year reports within one month after the end of the first three months respectively to the securities regulatory authorities and the and first nine months of each accounting year to the local office stock exchange(s). of the CSRC and the stock exchange(s). The abovementioned financial reports shall be prepared in The abovementioned financial reports shall be prepared in accordance with the relevant laws and regulations and published accordance with the relevant laws and regulations and published according to the requirements of the securities regulatory according to the requirements of the securities regulators in the authorities and the stock exchange(s) in the place where the place where the shares of the Company are listed. shares of the Company are listed.

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Articles After Revision

Article 248 The specific policies of profit distribution of the Company are as follows:

(1) The Company may distribute dividends in cash, shares or in a combination of cash and shares. The Company shall prioritize profit distribution by way of cash dividend if it satisfies the relevant conditions. If the relevant conditions are satisfied, interim profit distribution may be made by the Company.

(2) Save for any significant capital expenditure arrangement of the Company or other special circumstances approved at the shareholders’ general meeting, if the Company makes profit for the year and its accumulative undistributed profit is positive, the profit to be distributed in cash per annum shall not be less than 10% of the distributable profit of the parent company realized in that year.

The board of directors shall take into account various factors such as features of the industries where the Company operates, stage of development, its own business model, profitability and whether there is significant capital expenditure arrangement, to distinguish the following situations and put forward differentiated policy of cash dividend in accordance with the procedures required by these Articles.

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 the profit distribution is made.

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 the profit distribution is made.

3. If the Company is at the growing stage and has significant capital expenditure arrangement, the proportion of cash dividends in the profit distribution shall be at least 20% when the profit distribution is made.

4. If it is difficult to distinguish the Company’s stage of development but if it has significant capital expenditure arrangement, the profit distribution may be dealt with pursuant to the preceding provisions.

Article 269 The specific policies of profit distribution of the Company are as follows: (1) The Company may distribute dividends in cash, shares or in a combination of cash and shares. The Company shall prioritize profit distribution by way of cash dividend if it satisfies the relevant conditions. If the relevant conditions are satisfied, interim profit distribution may be made by the Company.

Significant capital expenditure includes major investment and other significant capital expenditure. Major investment refers to the investment, the total investment amount of which (or the total value of any disposal of assets), at one time or accumulative in four months reaches 10% of the latest audited net assets of the Company or 5% of the latest audited self-owned assets of the Company, whichever reaches first; other significant capital expenditure refers to other one-off total expenditures reach 10% of the latest audited net assets of the Company, or 5% of the latest audited self-own assets of the Company, whichever reaches first.

(3) In formulating the profit distribution plan, full consideration shall be given as to whether the net capital of the Company after profit distribution conforms to the provisions of the Measures for the Administration of Risk Control Indicators of Securities Companies （《證券公司風險控制指標管理辦法》） with respect to the risk control indicators of net capital. If any alert from risk control indicators arises due to profit distribution, the profit distribution proportion shall be adjusted.

(4) Where the Company is under a good operating condition, and the board of directors considers that the share price of the Company does not reflect its share capital size and distributing dividends in shares will be in the interest of all shareholders of the Company as a whole, the Company may carry out profit distribution through payment of dividends in shares taking into account genuine and reasonable factors such as the cash flow position, business growth and net asset value per share of the Company.

If the Company does not distribute dividends in cash or adjust its proportion due to the circumstances described in items (2) and (3) of this article, it shall be approved by way of special resolution at the shareholders’ general meeting of the Company.

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Articles After Revision

Significant capital expenditure includes major investment and other significant capital expenditure. Major investment refers to the investment, the total investment amount of which (or the total value of any disposal of assets), at one time or accumulative in four months reaches 10% of the latest audited net assets of the Company or 5% of the latest audited self-owned assets of the Company, whichever reaches first; other significant capital expenditure refers to other one-off total expenditures reach 10% of the latest audited net assets of the Company or 5% of the latest audited self-own assets of the Company, whichever reaches first.

(3) In formulating the profit distribution plan, full consideration shall be given to whether the net capital of the Company after profit distribution conforms to the provisions of the Measures for the Administration of Risk Control Indicators of Securities Companies （《證券公司風險控制指標管理辦法》） with respect to the risk control indicators of net capital. If any alert from risk control indicators arises due to profit distribution, the profit distribution proportion shall be adjusted.

Article 249 The Company’s profit distribution plan shall be carried out according to the following review procedures:

(1) The Company’s profit distribution plan shall be submitted to the board of directors for consideration by the General Manager (President). The board of directors shall thoroughly discuss its rationality, seek opinions widely from shareholders, independent directors and supervisors, and form a special resolution on the basis of providing continuous and stable returns to all shareholders and submit it to the shareholders’ general meeting for consideration upon expressing views by independent directors.

(2) When convening the shareholders’ general meeting for purpose of considering the profit distribution plan, the Company shall take the initiative to communicate and exchange ideas with shareholders, in particular with the minority shareholders, through various channels (including but not limited to communication through telephone, fax and email or inviting minority shareholders to attend meetings), and fully listen to the opinions and appeals from minority shareholders and respond to the questions which they are concerned about promptly.

(3) If the Company fails to determine its plan of profit distribution of the year to which it relates according to the established cash dividend policy or the lowest proportion of cash dividends under special circumstances, the Company shall disclose the specific reasons for this, as well as the purposes and plan for the use of the retained capital that has not been applied for cash dividends distribution in announcements of the board resolution and annual report of the Company, and independent directors shall express their independent opinions on the rationality of no cash dividends or lower proportion of cash dividends. In such case, the profit distribution plan for the year shall be submitted to the shareholders’ general meeting by way of special resolution for voting.

(4) The supervisory committee shall supervise the implementation of the dividend policy by the board of directors and the management , as well as the plan of shareholders’ return and the decision-making procedures.

Article 270 The Company’s profit distribution plan shall be carried out according to the following review procedures:

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Articles After Revision

Article 252 Any amount paid up on any shares before the date of a call confirmed by the Company shall bear interest thereon. However, the shareholder shall not be entitled to any dividends on such pre-paid share capital before the date of the call. Subject to the relevant laws and regulations, the Company may forfeit unclaimed dividends after the expiry of the applicable term of validity commencing from the date of declaration of relevant dividends.

If dividend warrants have been left uncashed on two consecutive occasions, the Company is entitled to stop sending dividend warrants to holders of overseas listed foreign shares by post. However, such power may be exercised after the first occasion on which such a warrant is returned undelivered.

For bearer warrant, no new warrant shall be issued to replace the destroyed or lost warrant unless the Company is reasonably convinced that the original warrant has been destroyed or lost.

The Company shall have the power to sell, in such manner as the board of directors thinks fit, any shares held by a shareholder of overseas listed foreign shares who is untraceable subject to the following conditions:

(1) the Company has distributed dividends at least three times in respect of such shares within 12 years, but none of such dividends was claimed;

(2) the Company, after the expiration of a period of 12 years, made an announcement on one or more newspapers in the place where the Company’s shares are listed, stating its intention to sell such shares, and notify the securities regulators in the place where the Company’s shares are listed of such intention.

Article 273 Any amount paid up on any shares before the date of a call confirmed by the Company shall bear interest thereon. However, the shareholder shall not be entitled to any dividends on such pre-paid share capital before the date of the call.

Subject to the relevant laws and regulations, the Company may forfeit unclaimed dividends after the expiry of the applicable term of validity commencing from the date of declaration of relevant dividends.

For bearer warrant, no new warrant shall be issued to replace the destroyed or lost warrant unless the Company is reasonably convinced that the original warrant has been destroyed or lost.

(1) the Company has distributed dividends at least three times in respect of such shares within 12 years, but none of such dividends was claimed;

(2) the Company, after the expiration of a period of 12 years, made an announcement on one or more newspapers in the place where the Company’s shares are listed, stating its intention to sell such shares, and notify the stock exchange(s) in the place where the Company’s shares are listed of such intention.

Articles Before Revision

Articles After Revision

Section 3 Appointment of Accounting Firm

Article 262 The appointment, removal or non-reappointment of an accounting firm by the Company shall be decided by the shareholders’ general meeting. The resolution shall be filed with the CSRC .

Prior notice shall be given to the accounting firm if the Company decides to remove such accounting firm or not to renew the appointment. Such accounting firm shall be entitled to make representations at the relevant shareholders’ general meeting.

If a resolution at a shareholders’ general meeting is to be passed for the appointment of another accounting firm to fill a vacancy, or the reappointment of an accounting firm that was appointed by the board of directors to fill a vacancy, or the dismissal of an accounting firm before the expiration of its term of office, the following provisions shall be applied:

The leaving of an accounting firm may refer to the removal, resignation or retirement of such firm. (2) If the leaving accounting firm makes representations in writing and requests the Company to give the shareholders notice of such representations, the Company shall (unless the representations have been received after the prescribed time) take the following actions: 1. in any notice of shareholders’ general meeting given to shareholders, state the fact that the accounting firm has made such representations;

attach a copy of the representations to the notice and deliver it to shareholders in the manner stipulated in these Articles. (3) If the Company fails to send out the representations of the accounting firm in the manner set out in item (2) above, such accounting firm may require the representations be read out at the shareholders’ general meeting and may make a further appeal.

(4) The leaving accounting firm shall be entitled to attend the following meetings:

the shareholders’ general meeting at which its term of office would otherwise have expired;
the shareholders’ general meeting at which the vacancy is proposed to be filled due to its removal;
the shareholders’ general meeting which convened as a result of its resignation.

The leaving accounting firm shall be entitled to receive all notices of, or other information relating to, any such meeting, and to speak at any such meeting which concerns it as a former accounting firm of the Company.

Section 3 Appointment of Accounting Firm

Article 283 The appointment, removal or non-reappointment of an accounting firm by the Company shall be decided by the shareholders’ general meeting. The resolution shall be filed with the securities regulatory authorities . Prior notice shall be given to the accounting firm if the Company decides to remove such accounting firm or not to renew the appointment. Such accounting firm shall be entitled to make representations at the relevant shareholders’general meeting.

If a resolution at a shareholders’general meeting is to be passed for the appointment of another accounting firm to fill a vacancy, or the reappointment of an accounting firm that was appointed by the board of directors to fill a vacancy, or the dismissal of an accounting firm before the expiration of its term of office, the following provisions shall be applied:

(1) A copy of the appointment or removal proposal shall be sent to the accounting firm which is proposed to be appointed or dismissed or which has left its post in the relevant fiscal year before issuing the notice of the shareholders’ general meeting to the shareholders. The leaving of an accounting firm may refer to the removal, resignation or retirement of such firm. (2) If the leaving accounting firm makes representations in writing and requests the Company to give the shareholders notice of such representations, the Company shall (unless the representations have been received after the prescribed time) take the following actions:

in any notice of shareholders’ general meeting given to shareholders, state the fact that the accounting firm has made such representations;
attach a copy of the representations to the notice and deliver it to shareholders in the manner stipulated in these Articles.

(3) If the Company fails to send out the representations of the accounting firm in the manner set out in item (2) above, such accounting firm may require the representations be read out at the shareholders’ general meeting and may make a further appeal.

(4) The leaving accounting firm shall be entitled to attend the following meetings:

the shareholders’ general meeting at which its term of office would otherwise have expired; 2. the shareholders’ general meeting at which the vacancy is proposed to be filled due to its removal; 3. the shareholders’ general meeting which convened as a result of its resignation. The leaving accounting firm shall be entitled to receive all notices of, or other information relating to, any such meeting, and to speak at any such meeting which concerns it as a former accounting firm of the Company.

Articles Before Revision

Chapter 12 Notices and Announcements

Section 2 Announcements

Article 270 The Company shall issue an announcement and disclose information to holders of domestic shares on newspapers and websites designated by laws, regulations or the CSRC for information disclosure. If the Company is required to make announcements to the holders of overseas listed foreign shares pursuant to these Articles, the announcement shall also be published in such manner as required by the Hong Kong Listing Rules.

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

Section 2 Dissolution and Liquidation

Article 281 Where the Company is dissolved pursuant to item (1), (3), (5) or (7) of Article 279 , a liquidation committee shall be set up in accordance with law within 15 days after the liquidation is approved by the CSRC . Members of the liquidation committee shall be determined by shareholders’ general meeting by way of ordinary resolution. If a liquidation committee is not set up within the specified period, the creditors may apply to the people’s court for appointment of relevant persons to form a liquidation committee to proceed with the liquidation.

Where the Company is dissolved pursuant to item (3) of Article 279 , the Company shall apply to the CSRC with reasons for dissolution and debt settlement plan. The Company shall be dissolved after obtaining the approval from the CSRC .

Where the Company is dissolved pursuant to the provision of deregistration according to law under item (4) of Article 279 , the CSRC shall de-register the Company and form an administrative liquidation committee comprising selective professional agencies, such as law or accounting firms, to proceed with the administrative liquidation in accordance with the required procedures.

Where the Company is dissolved pursuant to the provision of being ordered to close down according to law under item (4) of Article 279 , administrative liquidation, if necessary, shall be implemented by reference to the provision of deregistration according to law.

Where the Company is dissolved pursuant to item (6) of Article 279 , the people’s court shall, according to applicable laws, order the formation of a liquidation committee comprising members from the CSRC , shareholders, relevant departments and professionals to proceed with the bankruptcy and liquidation in accordance with applicable enterprise bankruptcy laws.

Articles After Revision

Chapter 12 Notices and Announcements

Section 2 Announcements

Article 291 The Company shall issue an announcement and disclose information to holders of domestic shares on newspapers and websites designated by laws, regulations or the securities regulatory authorities for information disclosure. If the Company is required to make announcements to the holders of overseas listed foreign shares pursuant to these Articles, the announcement shall also be published in such manner as required by the Hong Kong Listing Rules.

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

Section 2 Dissolution and Liquidation

Article 302 Where the Company is dissolved pursuant to item (1), (3), (5) or (7) of Article 300 , a liquidation committee shall be set up in accordance with law within 15 days after the liquidation is approved by the relevant regulatory authorities . Members of the liquidation committee shall be determined by shareholders’ general meeting by way of ordinary resolution. If a liquidation committee is not set up within the specified period, the creditors may apply to the people’s court for appointment of relevant persons to form a liquidation committee to proceed with the liquidation.

Where the Company is dissolved pursuant to item (3) of Article 300 , the Company shall apply to the relevant regulatory authorities with reasons for dissolution and debt settlement plan. The Company shall be dissolved after obtaining the approval from the relevant regulatory authorities .

Where the Company is dissolved pursuant to the provision of deregistration according to law under item (4) of Article 300 , the relevant regulatory authorities shall de-register the Company and form an administrative liquidation committee comprising selective professional agencies, such as law or accounting firms, to proceed with the administrative liquidation in accordance with the required procedures.

Where the Company is dissolved pursuant to the provision of being ordered to close down according to law under item (4) of Article 300 , administrative liquidation, if necessary, shall be implemented by reference to the provision of deregistration according to law. Where the Company is dissolved pursuant to item (6) of Article 300 , the people’s court shall, according to applicable laws, order the formation of a liquidation committee comprising members from the relevant regulatory authorities , shareholders, relevant departments and professionals to proceed with the liquidation in accordance with applicable enterprise bankruptcy laws.

Articles Before Revision Articles After Revision Chapter 14 Amendments to these Articles Chapter 14 Amendments to these Articles Article 291 Where the amendments to these Articles Article 312 The amendments to these Articles passed by passed by the resolution of shareholders’ general meetings the resolution of shareholders’ general meetings shall be require approval of the competent departments, the required to be submitted to the relevant regulatory amendments shall be submitted to the competent departments authorities for filing. If the amendment involves any registered for approval. particulars of the Company , an application shall be made for change of registration in accordance with law. Article 292 Any amendment to these Articles involving the Mandatory Provisions for the Articles of Association of Companies Listed Overseas shall become effective upon approval by the approval department authorized by the State Council and the CSRC. If the amendment involves any registered particulars, an application shall be made for change of registration in accordance with law. Chapter 16 Miscellaneous Chapter 16 Miscellaneous Article 298 These Articles are prepared in Chinese. In case Article 318 These Articles are prepared in Chinese. In case of any inconsistency between these Articles and the articles of of any inconsistency between these Articles and the articles of association in any other language or of different version, the association in any other language or of different version, the latest Chinese version of these Articles approved by and latest Chinese version of these Articles approved by and registered with the State Administration for Industry and registered with the company registration authority shall Commerce of the People’s Republic of China shall prevail. prevail. Article 302 These Articles have been approved by the Article 322 These Articles have been approved by the shareholders’ general meeting and the CSRC and shall come into shareholders’ general meeting and the relevant regulatory effect on the date of the initial public offering and listing of the authorities and shall come into effect on the date of the initial Company’s shares. public offering and listing of the Company’s shares. The original articles of association of the Company shall The original articles of association of the Company shall automatically lapse from the date when these Article take effect. automatically lapse from the date when these Article take effect.

If there is any change to the article number in the Articles of Association due to the addition, deletion or re-arrangement of certain articles, the relevant article in the revised Articles of Association shall be renumbered and the cross reference to the relevant article shall be changed accordingly. Unless amendments to other content of such articles are involved, the amendments to the article number are not listed above.

By order of the Board China Galaxy Securities Co., Ltd. CHEN Gongyan Chairman and Executive Director

Beijing, the PRC 10 May 2021

As at the date of this notice, the executive directors of the Company are Mr. CHEN Gongyan (Chairman) and Mr. CHEN Liang (Vice Chairman and President); the non-executive directors are Mr. LIU Dingping and Ms. XIAO Lihong; and the independent non-executive directors are Mr. LIU Ruizhong, Mr. WANG Zhenjun, Ms. LIU Chun and Mr. LAW Cheuk Kin Stephen.

AI assistant

China Galaxy Securities Co., Ltd. — Governance Information 2021

51069_rns_2021-05-10_8eaf553a-c1ba-4bd1-aa68-225bce8e32ad.pdf

ANNOUNCEMENT PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles After Revision

Chapter 2 Scope and Objectives of Business

Chapter 2 Scope and Objectives of Business

Section 2 Addition, Reduction and Repurchase of Shares

Section 2 Addition, Reduction and Repurchase of Shares

(1) a public offering of shares ;

Section 3 Transfer of Shares

Article 34 The Company shall not accept its own shares as the subject of pledge.

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Section 4 Financial Assistance for the Purchase of the Company’s Shares

Section 5 Share Certificates and Register of Shareholders

Section 4 Financial Assistance for the Purchase of the Company’s Shares

Section 5 Share Certificates and Register of Shareholders

Articles Before Revision

Chapter 4 Party Committee

Chapter 4 Party Organization

Articles Before Revision

Articles After Revision

Articles Before Revision

Articles After Revision

(3) that the shareholders holding 5% or more equity interest in the Company or the controlling shareholder shall replenish capital to the Company when necessary;

Section 2 General Rules of Shareholders’ General Meeting

Section 2 General Rules of Shareholders’ General Meeting

(17) to consider the equity-based incentive scheme ;

Section 4 Proposal and Notice of Shareholders’ General Meeting

Section 3 The Convening of Shareholders’ General Meeting

Section 4 Proposal and Notice of Shareholders’ General Meeting

Articles After Revision

Section 5 The Convening of Shareholders’ General Meetings

Section 5 The Convening of Shareholders’ General Meetings

Articles Before Revision

(7) adoption of the implementation plan for a long-term incentives mechanism ; and

(7) adoption of an equity-based incentive scheme ; and

Articles Before Revision

Articles After Revision

Section 2 Independent Directors

(17) to hear the work report of the executive committee and to inspect the work of the executive committee;

( 6 ) proposed by the executive committee;

Articles After Revision

1. to review the strategic development plans and to make recommendations to the board of directors;

6. to review the major organizational restructuring and organizational structure plans and to make recommendations to the board of directors;

Section 4 Special committees under the board of directors

Articles After Revision

Section 4 Secretary to the Board of Directors

Chapter 7 General Manager (President) and Other Senior Management

Chapter 7 Operation and Management Organization Section 1 Executive Committee

– Section 3 Chief Compliance Officer

Articles Before Revision

Section 2 Supervisory Committee

Articles After Revision

Section 2 Supervisory Committee

(3) to monitor the establishment and implementation of internal control by the board of directors ;

(5) to make enquiries on the conduct of directors and senior management;

(3) to monitor the comprehensive risk management and internal control of the Company ;

Chapter 9 Qualifications and Duties of the Directors, Supervisors, General Manager (President) and Other Senior Management of the Company

(15) persons who are not natural persons;

Section 3 Appointment of Accounting Firm

Articles Before Revision

Chapter 12 Notices and Announcements

Section 2 Announcements

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

Section 2 Dissolution and Liquidation

Articles After Revision

Chapter 12 Notices and Announcements

Section 2 Announcements

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

Section 2 Dissolution and Liquidation

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China Galaxy Securities Co., Ltd. Governance Information 2021