THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your Shares in China Galaxy Securities Co., Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

中国银河证券股份有限公司
CHINA GALAXY SECURITIES CO., LTD.
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 06881)

AMENDMENTS TO THE ARTICLES OF ASSOCIATION
ABOLISHMENT OF THE SUPERVISORY COMMITTEE
AMENDMENTS TO THE RULES OF PROCEDURE OF THE
GENERAL MEETINGS AND THE RULES OF PROCEDURE OF THE
BOARD OF DIRECTORS
INTERIM PROFIT DISTRIBUTION PLAN FOR 2025
CAPITAL EXPENDITURE BUDGET FOR 2025
AND
NOTICE OF THE SECOND EXTRAORDINARY
GENERAL MEETING OF 2025

The EGM of China Galaxy Securities Co., Ltd. will be held at Conference Room M1919, Qinghai Finance Building, Building No. 1, No. 8 Xiying Street, Fengtai District, Beijing, the PRC on Friday, 31 October 2025 at 10:00 a.m. The notice convening the EGM is set out on pages 10 to 12 of this circular.

If you intend to appoint a proxy to attend the EGM, please complete the form of proxy in accordance with the instructions printed thereon and return the same to Computershare Hong Kong Investor Services Limited (for H Shareholders) and the Office of the Board of Directors of the Company (for A Shareholders) not less than 24 hours before the time appointed for holding the EGM (i.e. not later than Thursday, 30 October 2025 at 10:00 a.m.) or any adjournment thereof in person or by post. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

15 October 2025

CONTENTS

Page

DEFINITIONS... 1
LETTER FROM THE BOARD... 3
NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2025... 10
APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION... I-1
APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS... II-1
APPENDIX III PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF DIRECTORS... III-1

DEFINITIONS

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

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

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

“Articles of Association” the articles of association of the Company, as amended from time to time

“Board” or “Board of Directors” the board of Directors of the Company

“Company” China Galaxy Securities Co., Ltd. (中國銀河證券股份有限公司), a joint stock company with limited liability incorporated in the PRC on 26 January 2007, whose H Shares are listed on the Stock Exchange (Stock Code: 06881) and A Shares are listed on the Shanghai Stock Exchange (Stock Code: 601881)

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

“CSRC” China Securities Regulatory Commission

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

“EGM” the second extraordinary general meeting of 2025 of the Company to be held at Conference Room M1919, Qinghai Finance Building, Building No. 1, No. 8 Xiying Street, Fengtai District, Beijing, the PRC on Friday, 31 October 2025 at 10:00 a.m.

“H Share(s)” overseas listed foreign share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is (are) listed on the Stock Exchange and traded in Hong Kong dollars

“H Shareholder(s)” holder(s) of H Shares

“HK dollars” Hong Kong dollars, the lawful currency of Hong Kong

DEFINITIONS
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time
“PRC” or “China”	the People’s Republic of China, but for the purposes of this circular only, excluding Hong Kong, Macau Special Administrative Region and Taiwan region
“RMB” or “Renminbi”	Renminbi, the lawful currency of the PRC
“Share(s)”	ordinary share(s) of the Company, including A Share(s) and H Share(s)
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Supervisor(s)”	the supervisor(s) of the Company
“Supervisory Committee”	the supervisory committee of the Company

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

LETTER FROM THE BOARD

中国银河证券股份有限公司
CHINA GALAXY SECURITIES CO., LTD.
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 06881)

The Board of Directors:
Executive Directors:
Mr. WANG Sheng (Chairman)
Mr. XUE Jun (Vice Chairman and President)

Non-executive Directors:
Mr. YANG Tijun
Ms. LI Hui
Ms. HUANG Yan
Mr. SONG Weigang

Registered Office in the PRC:
No. 101, 7/F-18/F,
Building No. 1, No. 8 Xiying Street,
Fengtai District, Beijing, the PRC

Principal Place of Business
in Hong Kong:
20th Floor, Wing On Centre,
111 Connaught Road Central,
Sheung Wan, Hong Kong

Independent Non-executive Directors:
Mr. LAW Cheuk Kin Stephen
Mr. LIU Li
Mr. MA Zhiming
Ms. FAN Xiaoyun

15 October 2025

To the Shareholders

Dear Sir or Madam,

INTRODUCTION

On behalf of the Board of Directors, I invite you to attend the EGM to be held at Conference Room M1919, Qinghai Finance Building, Building No. 1, No. 8 Xiying Street, Fengtai District, Beijing, the PRC on Friday, 31 October 2025 at 10:00 a.m.

LETTER FROM THE BOARD

The purpose of this circular is to provide you with all information reasonably necessary to enable you to make an informed decision on whether to vote for or against or abstain from voting on the resolution to be proposed at the EGM.

BUSINESSES TO BE CONSIDERED AT THE EGM

Special resolutions will be proposed at the EGM to approve: (1) amendments to the Articles of Association; (2) amendments to the Rules of Procedure of the General Meetings; and (3) amendments to the Rules of Procedure of the Board of Directors.

Ordinary resolutions will be proposed at the EGM to approve: (4) abolishment of the Supervisory Committee; (5) interim profit distribution plan for 2025; and (6) capital expenditure budget for 2025.

1. Amendments to the Articles of Association

On 1 July 2024, the amended Company Law officially came into effect. In order to fully implement the relevant requirements including those of the new Company Law and the reform of the independent directorship by the State Council, the CSRC issued the Decision on Partial Amendment to Securities and Futures Regulations («關於修改部分證券期貨規章的決定») and the Decision on Partial Amendment to and Abolishment of Regulatory Documents on Securities and Futures («關於修改、廢止部分證券期貨規範性文件的決定») in March 2025, which focused on amending and abolishing 88 regulations and regulatory documents, including the Code of Corporate Governance for Securities Companies («證券公司治理準則»), while also revising the Guidelines for the Articles of Association of Listed Companies («上市公司章程指引») and the Rules for the Shareholders' Meetings of Listed Companies («上市公司股東會規則»).

In order to further improve its corporate governance, the Company proposes to amend and improve relevant clauses of the Articles of Association in accordance with the aforementioned changes in laws, regulations and regulatory rules, and in light of the Company's actual situation. Meanwhile, given that the Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Companies Limited by Shares («國務院關於股份有限公司境外募集股份及上市的特別規定») and the Mandatory Provisions for the Articles of Association of Companies Listed Overseas («到境外上市公司章程必備條款») have been repealed, the relevant clauses in the Articles of Association that implemented the requirements of these provisions are no longer applicable. Accordingly, the Company proposes to uniformly adjust and amend the relevant clauses of the Articles of Association.

The main amendments to the Articles of Association are as follows: (1) uniformly changing all references to "general meeting" to "shareholders' meeting" throughout the Articles of Association in accordance with the Company Law; (2) abolishing the Supervisory Committee and exercising the functions and powers of the Supervisory Committee stipulated under the Company Law by the audit committee, in compliance with the requirements of the aforementioned laws, regulations and regulatory rules, which involves amending the relevant

LETTER FROM THE BOARD

provisions of the Articles of Association and repealing the Rules of Procedure of the Supervisory Committee; (3) adjusting or optimising the wording of other provisions of the Articles of Association in light of the recent amendments to the Guidelines for the Articles of Association of Listed Companies (《上市公司章程指引》) by the CSRC and other regulatory rules, taking into account the actual circumstances of the Company; and (4) deleting certain provisions in the Articles of Association that implemented the now-repealed Mandatory Provisions for the Articles of Association of Companies Listed Overseas (《到境外上市公司章程必備條款》), as they are no longer applicable and some are inconsistent with the actual circumstances of the Company.

Details of the specific amendments to the Articles of Association are set out in Appendix I to this circular.

The above resolution was considered and approved by the Board on 13 October 2025 and is hereby proposed at the EGM for consideration and approval. It is further proposed that the Board be authorized by the EGM and that authority be further delegated by the Board to the Company's business management or other persons, to handle matters such as the approval of changes and the registration with the department in charge of industrial and commercial administration. The amendments to the Articles of Association shall be based on the contents approved by or filed with the company registration authorities.

2. Abolishment of the Supervisory Committee

In accordance with the Company Law, the amended Guidelines for the Articles of Association of Listed Companies (《上市公司章程指引》) by the CSRC and other requirements, and in light of the actual situation of the Company, the Company will abolish the Supervisory Committee, special committees under the Supervisory Committee, and Supervisors. The Rules of Procedure of the Supervisory Committee and other relevant systems of the Supervisory Committee shall be repealed accordingly.

3. Amendments to the Rules of Procedure of the General Meetings

In order to further improve its corporate governance, the Company proposes to amend and improve relevant clauses of the Articles of Association in accordance with the changes in relevant laws, regulations and regulatory rules such as the amended Company Law and the Guidelines for the Articles of Association of Listed Companies (《上市公司章程指引》), and in light of the Company's actual situation. The Rules of Procedure of the General Meetings, as an appendix to the Articles of Association, are also proposed to be adjusted and amended simultaneously, and will be renamed as "Rules of Procedure of the Shareholders' Meetings".

Details of the specific amendments to the Rules of Procedure of the General Meetings are set out in Appendix II to this circular.

LETTER FROM THE BOARD

The above resolution was considered and approved by the Board on 13 October 2025 and is hereby proposed at the EGM for consideration and approval. The amended Rules of Procedure of the Shareholders' Meetings shall become effective simultaneously with the amended Articles of Association.

4. Amendments to the Rules of Procedure of the Board of Directors

In order to further improve its corporate governance, the Company proposes to amend and improve relevant clauses of the Articles of Association in accordance with the changes in relevant laws, regulations and regulatory rules such as the amended Company Law and the Guidelines for the Articles of Association of Listed Companies (《上市公司章程指引》), and in light of the Company's actual situation. The Rules of Procedure of the Board of Directors, as an appendix to the Articles of Association, are also proposed to be adjusted and amended simultaneously.

Details of the specific amendments to the Rules of Procedure of the Board of Directors are set out in Appendix III to this circular.

The above resolution was considered and approved by the Board on 13 October 2025 and is hereby proposed at the EGM for consideration and approval. The amended Rules of Procedure of the Board of Directors shall become effective simultaneously with the amended Articles of Association.

5. Interim Profit Distribution Plan for 2025

As of 30 June 2025, the Company's unaudited undistributed profit amounted to RMB32,028 million. Pursuant to the resolution of the Board, the Company proposes to make an interim profit distribution for 2025, with details as set out below:

(a) The interim profit distribution will be made to the A Shareholders and H Shareholders whose names appear on the register of members of the Company on the record date for the interim profit distribution (i.e. 14 November 2025), by means of a cash dividend of RMB1.25 (inclusive of tax, the actual amount distributed may be slightly different due to rounding) for every 10 Shares. Based on the total number of issued Shares of the Company of 10,934,402,256 Shares as at 30 June 2025, a total cash dividend of RMB1,366,800,282.00 (inclusive of tax) (the "2025 Interim Dividend") will be distributed, representing 21.07% of the unaudited net profit attributable to shareholders of the listed company for the first half of 2025 of RMB6,488 million. In the event of any change in the total number of issued Shares of the Company prior to the record date for the 2025 Interim Dividend (i.e. 14 November 2025), the Company will maintain the above total amount of cash dividend unchanged and adjust the amount of cash distribution per Share accordingly. The remaining undistributed profit available for distribution for the 2025 interim will be carried forward to the next period.

LETTER FROM THE BOARD

(b) The 2025 Interim Dividend will be denominated and declared in RMB, and paid in RMB to A Shareholders and in RMB or its equivalent in HK dollars to H Shareholders. The exchange rate for conversion into HK dollars will be determined based on the average benchmark exchange rate for conversion between RMB and HK dollars as announced by the People's Bank of China for the five working days prior to the date of the EGM.

The above interim profit distribution plan for 2025 was considered and approved by the Board on 28 August 2025 and is hereby proposed at the EGM for consideration and approval.

For the purpose of determining the entitlement of H Shareholders to the 2025 Interim Dividend, the H Share register of members of the Company will be closed from Tuesday, 11 November 2025 to Friday, 14 November 2025 (both days inclusive), during which period no transfer of H Shares will be registered. H Shareholders whose names appear on the H Share register of members of the Company on Friday, 14 November 2025 are entitled to the 2025 Interim Dividend. In order to be entitled to receive the 2025 Interim Dividend, all share certificates, together with the instruments of transfers, must be lodged for registration with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited (for H Shareholders) at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Monday, 10 November 2025. The last trading day for H Shares before ex-dividend will be Thursday, 6 November 2025, and trading of ex-dividend H Shares shall commence on Friday, 7 November 2025.

The 2025 Interim Dividend (if approved by Shareholders at the EGM) is expected to be distributed on or before Wednesday, 24 December 2025 to H Shareholders whose names appear on the H Share register of members of the Company on Friday, 14 November 2025.

As for the distribution of the 2025 Interim Dividend to the A Shareholders, the record date is Friday, 14 November 2025, and the ex-dividend date and the dividend distribution date are Monday, 17 November 2025. The Company will announce separately on the Shanghai Stock Exchange details of the arrangements regarding the distribution of the 2025 Interim Dividend to its A Shareholders.

For Hong Kong investors (including enterprises and individuals) investing in the Company's A Shares via the Shanghai Stock Connect Program, the 2025 Interim Dividend will be distributed in RMB by the Company through the Shanghai Branch of China Securities Depository and Clearing Corporation Limited to the account of the nominee holding such A Shares. The record date, the dividend distribution date and other arrangements for investors via the Shanghai Stock Connect Program will be the same as those for the Company's A Shareholders.

LETTER FROM THE BOARD

For Mainland investors (including enterprises and individuals) investing in the Company's H Shares via the Hong Kong Stock Connect Program, the Shanghai Branch and the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, as the nominee holding H Shares for investors via the Hong Kong Stock Connect Program, will receive the 2025 Interim Dividend distributed by the Company and distribute such 2025 Interim Dividend in RMB to the relevant investors of H Shares through its depositary and clearing system. The record date, the dividend distribution date and other arrangements for investors via the Hong Kong Stock Connect Program will be the same as those for the Company's H Shareholders.

6. Capital Expenditure Budget for 2025

In conjunction with the requirements of the Company's strategic development planning and in accordance with its needs for financial technology investment, branch construction, and operation and management, the Company plans to arrange for capital expenditure of RMB879 million, of which RMB10 million is estimated for information system emergency protection fund.

Capital expenditure will be mainly used for financial technology investment, software and hardware procurement, and decoration and renovation of new, consolidated and merged business premises, while the information system emergency protection fund will be specifically used for the timely procurement of emergency equipment and supplies during emergency disposal.

The above resolution was considered and approved by the Board on 29 April 2025 and is hereby proposed at the EGM for consideration and approval.

THE EGM

The notice and form of proxy of the EGM are published on the Company's website at www.chinastock.com.cn and the HKExnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk.

LETTER FROM THE BOARD

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. As such, the chairman of the EGM will exercise his power under the Articles of Association to demand a poll for the resolutions proposed at the EGM.

RECOMMENDATION

The Board considers that the resolutions proposed at the EGM are in the interests of the Company and its Shareholders as a whole. As such, the Board recommends you to vote in favour of the resolutions proposed at the EGM.

Yours faithfully,

By order of the Board

China Galaxy Securities Co., Ltd.

WANG Sheng

Chairman and Executive Director

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2025

中国银河证券股份有限公司
CHINA GALAXY SECURITIES CO., LTD.
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 06881)

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2025

NOTICE IS HEREBY GIVEN that the second extraordinary general meeting of 2025 (the “EGM”) of China Galaxy Securities Co., Ltd. (the “Company”) will be held at Conference Room M1919, Qinghai Finance Building, Building No. 1, No. 8 Xiying Street, Fengtai District, Beijing, the PRC on Friday, 31 October 2025 at 10:00 a.m. for the following purposes:

RESOLUTIONS

To consider and approve the amendments to the Articles of Association of the Company;
To consider and approve the abolishment of the Supervisory Committee of the Company;
To consider and approve the amendments to the Rules of Procedure of the General Meetings of the Company;
To consider and approve the amendments to the Rules of Procedure of the Board of Directors of the Company;
To consider and approve the interim profit distribution plan of the Company for 2025; and
To consider and approve the capital expenditure budget of the Company for 2025.

Among the above resolutions, Resolution No. 1 in relation to the amendments to the Articles of Association of the Company, Resolution No. 3 in relation to the amendments to the Rules of Procedure of the General Meetings of the Company, and Resolution No. 4 in relation to the amendments to the Rules of Procedure of the Board of Directors of the Company will be proposed for approval by the shareholders at the EGM as special resolutions, and the other resolutions will be proposed for approval by the shareholders at the EGM as ordinary resolutions.

By order of the Board
China Galaxy Securities Co., Ltd.
WANG Sheng
Chairman and Executive Director

Beijing, the PRC, 15 October 2025

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2025

Notes:

Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting must be taken by poll. As such, each of the resolutions set out in the notice of EGM will be voted by poll. Results of the poll voting will be published on the Company’s website at www.chinastock.com.cn and the HKExnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the EGM.
Any shareholder entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy needs not be a shareholder of the Company.
In order to be valid, the form of proxy together with the notarized power of attorney or other documents of authorization, if any, must be completed and returned to the Office of the Board of Directors of the Company (for A Shareholders) or the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited (for H Shareholders), not less than 24 hours before the time appointed for holding the EGM (i.e. not later than Thursday, 30 October 2025 at 10:00 a.m.) or any adjournment thereof. Computershare Hong Kong Investor Services Limited is located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong. Completion and return of the form of proxy will not preclude a shareholder from attending and voting in person at the EGM or any adjournment thereof should he/she so wish.
For the purpose of determining the entitlement of H Shareholders to attend the EGM, the H Share register of members of the Company will be closed from Monday, 27 October 2025 to Friday, 31 October 2025 (both days inclusive), during which period no transfer of H Shares will be registered. In order to attend the EGM, all share certificates, together with the instruments of transfers, must be lodged for registration with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited (for H Shareholders) at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Friday, 24 October 2025. The Company will announce separately on the Shanghai Stock Exchange details of A Shareholders’ eligibility for attending the EGM.
The Company proposed to distribute a cash dividend of RMB1,366,800,282.00 (tax inclusive) (the “2025 Interim Dividend”). Based on the Company’s total number of issued Shares of 10,934,402,256 Shares as at 30 June 2025, a cash dividend of RMB1.25 (tax inclusive, the actual amount distributed may be slightly different due to rounding) for every 10 shares is proposed to be distributed. In the event of any change in the total number of issued Shares of the Company prior to the record date for the 2025 Interim Dividend (i.e. 14 November 2025), the Company will maintain the above total amount of cash dividend unchanged and adjust the amount of cash distribution per Share accordingly.

The 2025 Interim Dividend will be denominated and declared in RMB, and paid in RMB to A Shareholders and in RMB or its equivalent in HK dollars to H Shareholders. The exchange rate for conversion into HK dollars will be determined based on the average benchmark exchange rate for conversion between RMB and HK dollars as announced by the People’s Bank of China for the five working days prior to the date of the EGM.

For the purpose of determining the entitlement of H Shareholders to the 2025 Interim Dividend, the H Share register of members of the Company will be closed from Tuesday, 11 November 2025 to Friday, 14 November 2025 (both days inclusive), during which period no transfer of H Shares will be registered. H Shareholders whose names appear on the H Share register of members of the Company on Friday, 14 November 2025 are entitled to the 2025 Interim Dividend. In order to be entitled to receive the 2025 Interim Dividend, all share certificates, together with the instruments of transfers, must be lodged for registration with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited (for H Shareholders) at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Monday, 10 November 2025. The last trading day for H Shares before ex-dividend will be Thursday, 6 November 2025, and trading of ex-dividend H Shares shall commence on Friday, 7 November 2025.

The 2025 Interim Dividend (if approved by shareholders at the EGM) is expected to be distributed on or before Wednesday, 24 December 2025 to H Shareholders whose names appear on the H Share register of members of the Company on Friday, 14 November 2025.

11 -

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2025

Where there are joint holders of any shares, the one whose name stands first in the register of members shall be entitled to attend and vote at the EGM in respect of such shares.
Shareholder or his/her proxy shall produce proof of identity when attending the EGM:

(a) Legal representatives of legal person shareholders who attend the meeting shall produce their own identity cards and effective proof of their capacity as legal representatives. Proxies of legal person shareholders shall produce their own identity cards and the form of proxy duly signed by the legal representatives or the board of directors or other governing body of the legal person shareholders according to laws; and

(b) Individual shareholders who attend the meeting in person shall produce their identity cards or other effective document or proof of identity and stock account cards. Proxies of individual shareholders shall produce effective proof of identity and form of proxy.

The EGM is expected to be held for less than half a day. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.
The Office of the Board of Directors of the Company is located at Qinghai Finance Building, Building No. 1, No. 8 Xiying Street, Fengtai District, Beijing, the PRC

Tel: 86 (10) 8092 9800

Fax: 86 (10) 8092 6725

As at the date of this notice, the executive directors of the Company are Mr. WANG Sheng (Chairman) and Mr. XUE Jun (Vice Chairman and President); the non-executive directors are Mr. YANG Tijun, Ms. LI Hui, Ms. HUANG Yan and Mr. SONG Weigang; and the independent non-executive directors are Mr. LAW Cheuk Kin Stephen, Mr. LIU Li, Mr. MA Zhiming and Ms. FAN Xiaoyun.

12 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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 these “Articles of Association”) are formulated in accordance with the Company Law of the People’s Republic of China (the “Company Law”), the Securities Law of the People’s Republic of China (the “Securities Law”), the 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 the 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 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 1 These Articles of Association (these “Articles” or these “Articles of Association”) are formulated in accordance with the Company Law of the People’s Republic of China (the “Company Law”), the Securities Law of the People’s Republic of China (the “Securities Law”), the 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 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 (the “SSE Listing Rules”) and other applicable regulations to safeguard the legal interests of China Galaxy Securities Co., Ltd. (the “Company”), its shareholders, employees and creditors, and to regulate the organisation and conduct of the Company.

Articles Before Revision

Articles After Revision

Chapter 1 General Provisions

Article 1 These Articles of Association (these “Articles” or these “Articles of Association”) are formulated in accordance with the Company Law of the People’s Republic of China (the “Company Law”), the Securities Law of the People’s Republic of China (the “Securities Law”), the 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 the 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 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 1 These Articles of Association (these “Articles” or these “Articles of Association”) are formulated in accordance with the Company Law of the People’s Republic of China (the “Company Law”), the Securities Law of the People’s Republic of China (the “Securities Law”), the 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 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 (the “SSE Listing Rules”) and other applicable regulations to safeguard the legal interests of China Galaxy Securities Co., Ltd. (the “Company”), its shareholders, employees and creditors, and to regulate the organisation and conduct of the Company.

I-1 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Newly added	Article 4 On 11 April 2013, with the approval of the CSRC, the Company issued 1,500 million overseas listed foreign shares (H Shares), which were listed on The Stock Exchange of Hong Kong Limited on 22 May 2013, and exercised part of the over-allotment option on 13 June 2013 to issue an additional 37,258,757 H Shares, resulting in a total issuance of 1,537,258,757 H Shares.

On 11 January 2017, with the approval of the CSRC, the Company issued 600 million RMB ordinary shares (A Shares) to the public for the first time, which were listed on the Shanghai Stock Exchange on 23 January 2017. |
| Article 5 Address of the Company: No. 101, 7/F-18/F, Building No. 1, No. 8 Xiying Street, Fengtai District, Beijing
Postal code: 100073
Tel No.: 4008-888-888
Fax No.: 010-66568640 | Article 6 Address of the Company: No. 101, 7/F-18/F, Building No. 1, No. 8 Xiying Street, Fengtai District, Beijing
Postal code: 100073
Tel No.: 4008-888-888 |
| Article 8 The Chairman of the board of directors of the Company shall be the legal representative of the Company. | Article 9 The Chairman of the board of directors of the Company shall be the legal representative of the Company. If the Chairman serving as the legal representative resigns, such resignation shall be deemed as a concurrent resignation from the position of legal representative.

In the event that the legal representative resigns, the Company shall designate a new legal representative within 30 days from the date of such resignation. |

– I-2 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Newly added	Article 10 The legal consequences of civil activities conducted by the legal representative in the name of the Company shall be borne by the Company.

Restrictions on the authority of the legal representative set forth in these Articles of Association or by the shareholders' meeting shall not be asserted against a bona fide counterparty.

Where the legal representative causes harm to others in the course of performing his/her duties, the Company shall bear civil liability. After the Company has borne civil liability, it may seek recourse from the legal representative who was at fault in accordance with the law or the provisions of these Articles of Association. |
| Article 9 All of the assets of the Company shall be divided into shares of equal value. Shareholders shall be liable to the Company to the extent of the shares subscribed. The Company shall be liable for its debts to the extent of all its available assets.

The Company may invest in other limited liability companies and joint stock limited companies to which the Company shall be liable to the extent of the equity invested. | Article 11 Shareholders shall be liable to the Company to the extent of the shares subscribed. The Company shall be liable for its debts to the extent of all its available assets.

The Company may invest in other enterprises. Where laws stipulate that the Company shall not be an investor that bears joint and several liability for the debts of the enterprises it invests in, such provisions shall prevail. |

I-3 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 10 These Articles shall constitute a legally binding document governing the organization and conduct of the Company, and the rights and obligations between the Company and its shareholders and among the shareholders upon the effectiveness thereof. These Articles are binding on the Company, its shareholders, directors, supervisors and senior management. The above persons may claim for the rights in relation to the matters of the Company pursuant to these Articles. According to these Articles, a shareholder may take action against any other shareholder(s), as well as any director(s), supervisor(s), senior management of the Company, and the Company may take action against any of its shareholders, directors, supervisors and senior management.

Articles Before Revision

Articles After Revision

Article 10 These Articles shall constitute a legally binding document governing the organization and conduct of the Company, and the rights and obligations between the Company and its shareholders and among the shareholders upon the effectiveness thereof. These Articles are binding on the Company, its shareholders, directors, supervisors and senior management. The above persons may claim for the rights in relation to the matters of the Company pursuant to these Articles. According to these Articles, a shareholder may take action against any other shareholder(s), as well as any director(s), supervisor(s), senior management of the Company, and the Company may take action against any of its shareholders, directors, supervisors and senior management.

The actions referred to in the preceding paragraph include court proceedings or arbitration proceedings. | Article 12 These Articles shall constitute a legally binding document governing the organization and conduct of the Company, and the rights and obligations between the Company and its shareholders and among the shareholders upon the effectiveness thereof. These Articles are binding on the Company, its shareholders, directors and senior management. The above persons may claim for the rights in relation to the matters of the Company pursuant to these Articles. According to these Articles, a shareholder may take action against any other shareholder(s), as well as any director(s) and senior management of the Company, and the Company may take action against any of its shareholders, directors and senior management.

The actions referred to in the preceding paragraph include court proceedings or arbitration proceedings. |
| 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. | Article 13 The senior management referred to in these Articles include members of the Executive Committee, the General Manager (President), deputy general managers (vice presidents), the chief financial officer, the chief compliance officer, the secretary to the board of directors, and an assistant to the General Manager (assistant to the President) of the Company and such other personnel that hold key posts as identified by regulators or acknowledged by any board resolution of the Company. |

I-4 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Chapter 2 Scope and Objectives of Business	Chapter 2 Scope and Objectives of Business
Newly added	Article 16 According to laws and administrative 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.
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 stock.

The Company shall have ordinary shares; and it may have other varieties of shares including preferred shares as required in accordance with law.

Each share of the Company in the same class shall enjoy equal rights in any distribution made through dividends or in any other forms. | Article 17 The share of the Company is in the form of stock.

The Company shall have ordinary shares; and it may have other varieties of shares including preferred shares as required in accordance with law. |
| Article 15 Shares of the Company shall be issued in a transparent, fair and equal manner and shall rank pari passu in all respects with the shares of the same class.

Each of the shares of the same class shall be issued under the same conditions and at the same price in each issuance, and the same price shall be paid for each of the shares subscribed for by any entity or individual. | Article 18 Shares of the Company shall be issued in a transparent, fair and equal manner and rank pari passu in all respects with the shares of the same class.

Each of the shares of the same class is issued under the same conditions and at the same price in each issuance, and the same price is paid for each of the shares subscribed for by the subscriber. |
| Article 16 The shares issued by the Company shall be par value shares, with a par value of RMB1 each. | Article 19 The shares with a par value issued by the Company shall have a par value of RMB1 each. The A Shares issued by the Company are centrally deposited with China Securities Depository and Clearing Corporation Limited Shanghai Branch; the H Shares issued by the Company are primarily deposited with the Central Clearing and Settlement System operated by Hong Kong Securities Clearing Company Limited, but may also be held by shareholders in their own names. |

I-5 -

APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision						Articles After Revision
Article 18 The total number of ordinary shares authorized for issuance by the Company at the time of incorporation was 6,000,000,000 shares. The 6,000,000,000 shares were issued to state-owned legal persons, representing 100% of the total issuable ordinary shares of the Company. At the time of incorporation, the promoters of the Company, the number of shares initially subscribed, and the percentage, method and date of their capital contributions were as follows:						Article 21 The total number of ordinary shares authorized for issuance by the Company at the time of incorporation was 6,000,000,000 ordinary shares. The 6,000,000,000 shares were issued to state-owned legal persons, representing 100% of the total issuable ordinary shares of the Company. The par value per share was RMB1. At the time of incorporation, the promoters of the Company, the number of shares initially subscribed, and the percentage, method and date of their capital contributions were as follows:
No.	Names of promoters	Number of shares subscribed (in ten thousand)	Percentage of capital contribution	Method of capital contribution	Date of capital contribution	No.	Names of promoters	Number of shares subscribed (in ten thousand)	Percentage of capital contribution
1	China Galaxy Financial Holdings Company Limited	599,300	99.89%	Cash	25 January 2006	1	China Galaxy Financial Holdings Company Limited	599,300	99.89%
2	Beijing Tsinghua Venture Capital Co., Ltd.	200	0.03%	Cash	25 January 2006	2	Beijing Tsinghua Venture Capital Co., Ltd.	200	0.03%
3	Chongqing Water Holdings (Group) Co., Ltd.	200	0.03%	Cash	25 January 2006	3	Chongqing Water Holdings (Group) Co., Ltd.	200	0.03%
4	China General Technology (Group) Holding Limited	200	0.03%	Cash	25 January 2006	4	China General Technology (Group) Holding Limited	200	0.03%
5	China National Building Material Company Limited	100	0.02%	Cash	25 January 2006	5	China National Building Material Company Limited	100	0.02%
Total		600,000	100%	Cash		Total

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 19 The total number of shares of the Company is 10,934,402,256, all of which are ordinary shares.	Article 22 The number of shares of the Company in issue is 10,934,402,256, all of which are ordinary shares.
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. | Deleted |
| 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. | Deleted |

– I-7 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 23 The Company may 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. | Article 24 The Company may implement incentive schemes including share incentives and employee stock ownership schemes in accordance with relevant laws, regulations and these 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. |
| Newly added | Article 25 Neither the Company nor its subsidiaries (including affiliated enterprises of the Company) shall provide financial assistance in the form of gifts, advances, guarantees, loans or otherwise to any person for the purpose of acquiring shares of the Company or its parent company, except for the implementation of employee share ownership plans by the Company.

For the benefit of the Company, financial assistance may be provided to any person for the purpose of acquiring shares of the Company or its parent company upon resolution by the shareholders’ meeting, or by the board of directors in accordance with the authorization granted under these Articles of Association or by the shareholders’ meeting, provided that the aggregate amount of such financial assistance shall not exceed 10% of the total issued share capital. Any resolution of the board of directors in this regard shall be passed by more than two-thirds of all directors. |

I-8 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Section 2 Addition, Reduction and Repurchase of Shares	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 non-public offering of shares;

(3) placement 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 prescribed by laws and regulations and approved by 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. | Article 26 Subject to resolution by the shareholders at shareholders’ 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) issuance of shares to non-specific targets;

(2) issuance of shares to specific targets;

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

(4) capitalization of surplus reserve; and

(5) any other form prescribed by laws, administrative 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 by securities regulatory authorities of the place(s) where the Company’s shares are listed and the stock exchange(s), and shall follow the procedures as required by laws and regulations. |

I-9 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 26 The Company may, pursuant to applicable laws, regulations and these Articles, repurchase its shares under the following circumstances:	Article 28 The Company shall not repurchase its shares, except under any of the following circumstances:
(1) to reduce the registered capital of the Company;	(1) to reduce the registered capital of the Company;
(2) to merge with another company holding shares in 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;	(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;	(4) to acquire shares held by dissident shareholders (if so requested) who vote against resolution proposed in shareholders’ 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	(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.	(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.
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’ meeting, be approved by a resolution of the board meeting where two-thirds or more of the directors are present.

I-10 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
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 the total number of its shares in issue and shall be transferred or cancelled within 3 years after the acquisition. | 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 the total number of its 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, the securities regulatory authorities and the stock exchange(s) in the place(s) where the shares of the Company are listed, as well as the relevant requirements of the finance department provide otherwise in relation to the above share acquisition, cancellation and usage, such provisions shall prevail. | 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.

I-11 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
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. | Article 29 The Company may repurchase its shares through centralized public transaction, or by other means recognized by laws, administrative regulations, as well as the securities regulatory authorities 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 28 of these Articles of Association, it shall be carried out through centralized public transaction. |

I-12 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 28 Where the Company repurchases shares by way of an agreement over the counter, the prior approval by the general meeting of shareholders shall be obtained in accordance with these Articles. The Company may rescind or modify such executed agreement or waive its rights thereunder with the prior approval of the same by the general meeting of shareholders. Such agreements for repurchase of shares referred to in the preceding paragraph include (but not limited to) the agreements pursuant to which the Company agrees to assume the obligations to repurchase shares and to acquire the rights to repurchase shares, respectively. The Company may not assign and transfer the agreements for the repurchase of shares or the rights provided thereunder to any other person. In respect of repurchase of redeemable shares by the Company, the price payable by the Company shall not exceed a prescribed maximum amount if such shares are not repurchased in an open market or by tender offer; and if the Company repurchases its shares through tender offer, all shareholders shall be offered with the tender pari passu.	Deleted
Article 29 Following the repurchase of shares in accordance with the laws, the repurchased shares shall be cancelled within the period prescribed by the relevant laws and regulations, and an application shall be filed with the original registration authority of the Company for registration of change of registered capital. The aggregate par value of the cancelled shares shall be deducted from the registered capital of the Company.	Deleted

Articles Before Revision

Articles After Revision

Article 28 Where the Company repurchases shares by way of an agreement over the counter, the prior approval by the general meeting of shareholders shall be obtained in accordance with these Articles. The Company may rescind or modify such executed agreement or waive its rights thereunder with the prior approval of the same by the general meeting of shareholders. Such agreements for repurchase of shares referred to in the preceding paragraph include (but not limited to) the agreements pursuant to which the Company agrees to assume the obligations to repurchase shares and to acquire the rights to repurchase shares, respectively. The Company may not assign and transfer the agreements for the repurchase of shares or the rights provided thereunder to any other person. In respect of repurchase of redeemable shares by the Company, the price payable by the Company shall not exceed a prescribed maximum amount if such shares are not repurchased in an open market or by tender offer; and if the Company repurchases its shares through tender offer, all shareholders shall be offered with the tender pari passu.

Deleted

Article 29 Following the repurchase of shares in accordance with the laws, the repurchased shares shall be cancelled within the period prescribed by the relevant laws and regulations, and an application shall be filed with the original registration authority of the Company for registration of change of registered capital. The aggregate par value of the cancelled shares shall be deducted from the registered capital of the Company.

Deleted

– I-13 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 30 Unless the Company is in the course of liquidation, the Company shall 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; | Deleted |

– I-14 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(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;
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 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. | |
| Section 3 Transfer of Shares | Section 3 Transfer of Shares |
| 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 transferable 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 30 Shares of the Company shall be transferred in accordance with the laws. The transfer of overseas listed foreign shares listed in Hong Kong shall be registered with the share registrar in Hong Kong engaged by the Company. |

I-15 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Newly added	Article 31 The Company shall not accept its own shares as the subject matter of a pledge.
Article 32 The shares of the Company held by the promoters shall not be transferred within one (1) year from the date of incorporation of the Company.

Shares issued prior to the initial public offering of the Company shall be transferred subject to applicable laws, regulations and the requirements of relevant listing rules. Any transfer of shares by shareholders holding 5% or more of the Company’s shares shall be conducted in accordance with applicable laws, regulations, and the requirements of relevant listing rules. Directors, supervisors and senior management of the Company shall declare their ownership of the shares of the Company and any change thereof. The number of shares transferred by any director, supervisor or senior management of the Company each year during his/her tenure shall not exceed 25% of the total number of shares of the Company held by them unless otherwise caused by enforcement of law or by inheritance, bequest or lawful division of property. The shares of the Company held by any director, supervisor or senior management of the Company shall not be transferred within one year from the date on which the shares of the Company are listed for trading. Any of the aforesaid persons shall not transfer his/her shares of the Company within six months from the date of his/her resignation. | Article 32 Shares issued prior to the initial public offering of the Company shall be transferred subject to applicable laws, regulations and the requirements of relevant listing rules. Any transfer of shares by shareholders holding 5% or more of the Company’s shares shall be conducted in accordance with applicable laws, regulations, and the requirements of relevant listing rules. Directors and senior management of the Company shall declare their ownership of the shares of the Company and any change thereof. The number of shares transferred by any director or senior management of the Company each year during his/her tenure as determined at the time of taking office shall not exceed 25% of the total number of shares of the Company held by them in the same class unless otherwise caused by enforcement of law or by inheritance, bequest or lawful division of property. The shares of the Company held by any director, or senior management of the Company shall not be transferred within one year from the date on which the shares of the Company are listed for trading. Any of the aforesaid persons shall not transfer his/her shares of the Company within six months from the date of his/her resignation. |

I-16 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
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.	Article 33 Where any director, 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.	The shares or other securities of the equity nature held by a director, 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 under this article, 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.	If the board of directors fails to comply with the provisions of the first paragraph under this article, the responsible directors shall assume joint and several liabilities in accordance with law.

I-17 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 35 All transfers of overseas listed foreign shares in the Company listed in Hong Kong shall be effected in writing in the general or common form or otherwise acceptable to the board of directors (including the standard transfer or registration forms provided by the Hong Kong Stock Exchange from time to time). The transfer instrument can be executed by hand, or affixed with the common seal of the transferor or transferee if it is a company. If the transferor or transferee is a recognized securities clearing house as defined by the laws of Hong Kong in effect from time to time (the “recognized securities clearing house”) or its representative, the transfer instrument can be executed by hand or by machine imprinted signatures.

Articles Before Revision

Articles After Revision

Article 35 All transfers of overseas listed foreign shares in the Company listed in Hong Kong shall be effected in writing in the general or common form or otherwise acceptable to the board of directors (including the standard transfer or registration forms provided by the Hong Kong Stock Exchange from time to time). The transfer instrument can be executed by hand, or affixed with the common seal of the transferor or transferee if it is a company. If the transferor or transferee is a recognized securities clearing house as defined by the laws of Hong Kong in effect from time to time (the “recognized securities clearing house”) or its representative, the transfer instrument can be executed by hand or by machine imprinted signatures.

All instruments of transfer must be lodged at the legal address of the Company or at such other place as the board of directors may designate from time to time. | Article 35 All transfers of overseas listed foreign shares in the Company listed in Hong Kong shall be effected in writing in the general or common form or otherwise acceptable to the board of directors (including the standard transfer or registration forms provided by the Hong Kong Stock Exchange from time to time). The transfer instrument can be executed by hand, or affixed with the common seal of the transferor or transferee if it is a company. If the transferor or transferee is a recognized securities clearing house as defined by the laws of Hong Kong in effect from time to time (hereinafter referred to as the “recognized securities clearing house”) or its representative, the transfer instrument can be executed by hand or by machine imprinted signatures.

All instruments of transfer must be lodged at the legal address of the Company or at such other place as the board of directors may designate from time to time. |
| Section 4 Financial Assistance for the Purchase of the Company’s Shares | Deleted the entire section |
| Section 5 Share Certificates and Register of Shareholders | Section 4 Share Certificates and Register of Shareholders |
| Article 43 The Company shall maintain a complete register of shareholders for the inspection by shareholders. | Article 40 The Company shall maintain a complete register of shareholders for the inspection by shareholders. |

I-18 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
The registers of shareholders shall comprise the following parts:
(1) The register of shareholders that is maintained at the registered address of the Company (other than those mentioned in sub-paragraphs (2) and (3) of this article);
(2) The register of holders of overseas listed foreign shares of the Company that is maintained in the place of the overseas stock exchange on which the shares are listed;
(3) Any register of shareholders that is maintained in such other place as the board of directors may consider necessary for the purposes of the listing of the shares of the Company.
Article 44 There shall be no overlap between different parts of the register of shareholders. No transfer of any shares registered in any part of the register of shareholders shall be entered into any other part of the register during the term of the registration of such shares.

Any change or correction to any part of the register of shareholders shall be carried out in accordance with the laws of the place where the register of shareholders is maintained. | Deleted |

I-19 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
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.	Article 41 If there are any requirements on the period for closure of register of shareholders prior to the convening of the shareholders’ 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.
Article 46 In the event that the Company convenes a shareholders’ general meeting, distributes dividends, liquidates or conducts any such other acts which require the recognition of shareholdings, the board of directors or the convener of shareholders’ general meetings shall decide a date as the record date for the determination of shareholdings in the Company. Shareholders whose names appear in the register of shareholders at the end of such record date shall be the shareholders of the Company who are entitled to the relevant benefits.	Article 42 In the event that the Company convenes a shareholders’ meeting, distributes dividends, liquidates or conducts any such other acts which require the recognition of shareholders’ identities, the board of directors or the convener of shareholders’ meetings shall determine the record date for the determination of shareholdings in the Company. Shareholders whose names appear in the register of shareholders after the close of market on such record date shall be the shareholders of the Company who are entitled to the relevant benefits.
Article 47 Any person who has objection to the register of shareholders and requests to have his name entered into or removed from the register of shareholders may petition a court of competent jurisdiction for rectification of the register.	Deleted

I-20 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Chapter 4 Party Committee	Chapter 4 Party Committee
Article 51 The Company shall establish the Party Committee consisting of one secretary, one or two deputy secretaries and several other members. The chairman of the board of directors of the Company and the secretary of the Party Committee shall be assumed by the same person, and one deputy secretary shall be designated to assist the secretary in carrying out the Party building work. Eligible members of the Party Committee may take seats in the board of directors, the supervisory committee and the business management through legal procedures, while eligible Party members of the board of directors, the supervisory committee and the business management may take seats in the Party Committee in accordance with relevant rules and procedures. The Company makes continuous efforts to strengthen the Party’s leadership and improve corporate governance, so as to realize the organic integration, integrated promotion and coordinated interaction. Meanwhile, a discipline inspection committee shall be established in accordance with relevant requirements.	Article 46 The Company shall establish the Party Committee consisting of one secretary, one or two deputy secretaries and several other members. The chairman of the board of directors of the Company and the secretary of the Party Committee shall be assumed by the same person, one deputy secretary shall be designated to assist the secretary in carrying out the Party building work. Eligible members of the Party Committee may take seats in the board of directors and the business management through legal procedures, while eligible Party members of the board of directors and the business management may take seats in the Party Committee in accordance with relevant rules and procedures. The Company makes continuous efforts to strengthen the Party’s leadership and improve corporate governance, so as to realize the organic integration, integrated promotion and coordinated interaction. Meanwhile, a discipline inspection committee shall be established in accordance with relevant requirements.

Articles Before Revision

Articles After Revision

Chapter 4 Party Committee

Article 51 The Company shall establish the Party Committee consisting of one secretary, one or two deputy secretaries and several other members. The chairman of the board of directors of the Company and the secretary of the Party Committee shall be assumed by the same person, and one deputy secretary shall be designated to assist the secretary in carrying out the Party building work. Eligible members of the Party Committee may take seats in the board of directors, the supervisory committee and the business management through legal procedures, while eligible Party members of the board of directors, the supervisory committee and the business management may take seats in the Party Committee in accordance with relevant rules and procedures. The Company makes continuous efforts to strengthen the Party’s leadership and improve corporate governance, so as to realize the organic integration, integrated promotion and coordinated interaction. Meanwhile, a discipline inspection committee shall be established in accordance with relevant requirements.

Article 46 The Company shall establish the Party Committee consisting of one secretary, one or two deputy secretaries and several other members. The chairman of the board of directors of the Company and the secretary of the Party Committee shall be assumed by the same person, one deputy secretary shall be designated to assist the secretary in carrying out the Party building work. Eligible members of the Party Committee may take seats in the board of directors and the business management through legal procedures, while eligible Party members of the board of directors and the business management may take seats in the Party Committee in accordance with relevant rules and procedures. The Company makes continuous efforts to strengthen the Party’s leadership and improve corporate governance, so as to realize the organic integration, integrated promotion and coordinated interaction. Meanwhile, a discipline inspection committee shall be established in accordance with relevant requirements.

I-21 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Chapter 5 Shareholders and Shareholders’ General Meetings	Chapter 5 Shareholders and Shareholders’ Meetings
Section 1 General Rules of Shareholders	Section 1 General Rules of 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.

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 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. | Article 48 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 of shares held. Shareholders who hold shares of the same class shall have the same rights and assume the same obligations. |

I-22 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
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:	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;	(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;	(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;	(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.	(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’ meetings of the Company, and to attend or exercise all voting rights in respect of relevant shares at shareholders’ meetings of the Company. Any notice delivered to the aforesaid shareholder shall be deemed delivered to all the joint shareholders of relevant shares.

I-23 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 54 The holders of the ordinary shares of the Company shall have the following rights: (1) the right to receive dividends and other distributions on a pro rata basis in respect of the number of shares held; (2) the right to attend, speak and vote at meetings of shareholders in person or by proxy, unless individual shareholders are required to abstain from voting on individual matters as required by laws, regulations or securities regulatory rules of the place where the Company’s shares are listed; (3) the right to supervise and manage the operations of the Company and to raise proposals or queries; (4) the right to transfer shares in accordance with laws, regulations and the provisions of these Articles; (5) the right to obtain relevant information in accordance with these Articles, including: 1. the right to obtain a copy of these Articles, subject to payment of costs; 2. the right to access and copy the following, subject to payment of a reasonable fee: (i) the entire register of shareholders made of all parts;	Article 49 The holders of the shares of the Company shall have the following rights: (1) the right to receive dividends and other distributions on a pro rata basis in respect of the number of shares held; (2) the right to request for the holding of, convene, preside over, attend, speak and vote at meetings of shareholders in person or by proxy, unless individual shareholders are required to abstain from voting on individual matters as required by laws, regulations or securities regulatory rules of the place where the Company’s shares are listed; (3) the right to supervise and manage the operations of the Company and to raise proposals or queries; (4) the right to transfer, bestow or pledge shares held in accordance with laws, regulations and the provisions of these Articles; (5) the right to inspect and make copies of these Articles of Association, the register of shareholders, minutes of shareholders’ meetings, resolutions of board meetings and financial accounting reports, in which case, shareholders who individually or collectively hold 3% or more of the Company’s shares for 180 consecutive days may inspect the Company’s accounting books and accounting vouchers;

Articles Before Revision

Articles After Revision

Article 54 The holders of the ordinary shares of the Company shall have the following rights: (1) the right to receive dividends and other distributions on a pro rata basis in respect of the number of shares held; (2) the right to attend, speak and vote at meetings of shareholders in person or by proxy, unless individual shareholders are required to abstain from voting on individual matters as required by laws, regulations or securities regulatory rules of the place where the Company’s shares are listed; (3) the right to supervise and manage the operations of the Company and to raise proposals or queries; (4) the right to transfer shares in accordance with laws, regulations and the provisions of these Articles; (5) the right to obtain relevant information in accordance with these Articles, including: 1. the right to obtain a copy of these Articles, subject to payment of costs; 2. the right to access and copy the following, subject to payment of a reasonable fee: (i) the entire register of shareholders made of all parts;

Article 49 The holders of the shares of the Company shall have the following rights: (1) the right to receive dividends and other distributions on a pro rata basis in respect of the number of shares held; (2) the right to request for the holding of, convene, preside over, attend, speak and vote at meetings of shareholders in person or by proxy, unless individual shareholders are required to abstain from voting on individual matters as required by laws, regulations or securities regulatory rules of the place where the Company’s shares are listed; (3) the right to supervise and manage the operations of the Company and to raise proposals or queries; (4) the right to transfer, bestow or pledge shares held in accordance with laws, regulations and the provisions of these Articles; (5) the right to inspect and make copies of these Articles of Association, the register of shareholders, minutes of shareholders’ meetings, resolutions of board meetings and financial accounting reports, in which case, shareholders who individually or collectively hold 3% or more of the Company’s shares for 180 consecutive days may inspect the Company’s accounting books and accounting vouchers;

– I-24 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(ii) personal particulars of the directors, supervisors, General Manager (President) and other senior management of the Company;	(6) the right to request the Company to acquire its shares so long as the shareholder dissents the resolutions of the shareholders' meeting approving a merger or division of the Company;
(iii) the status of the share capital 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;
(iv) the latest audited financial statements and the reports of the board of directors, the auditors and the supervisory committee of the Company;	(8) other rights stipulated by laws, administrative regulations, departmental rules or these Articles.
(v) special resolutions of the shareholders' general meetings and/or the board meetings of the Company;
(vi) a report showing the aggregate par value, the number, the highest and the lowest prices paid, in respect of each class of shares repurchased by the Company since the previous financial year and the total amount paid by the Company for this purpose, categorized as domestic shares and foreign shares, respectively;
(vii) minutes of shareholders' general meetings;
(viii) a copy of the latest annual inspection report filed with the State Administration for Industry and Commerce or other competent authorities;
(ix) counterfoils of the bonds of the Company;
(x) resolutions of board meetings;
(xi) resolutions of meetings of the supervisory committee;
(xii) financial statements.

– I-25 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(6) the right to request the Company to acquire 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.
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 shareholders’ 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 shareholders’ general meeting, voting, nomination, making a proposal, and disposing of shares, etc.

I-26 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Any shareholder who holds 5% or more of the shares or the de facto controller 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;
(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.

I-27 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
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 facto controller of the Company. No entities or individuals are allowed to be a substantial shareholder or de facto 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 50 Where any shareholder requests to inspect and make copies of the relevant materials of the Company, such shareholder shall be in compliance with the provisions of the laws and regulations, including the Company Law and the Securities Law.

Articles Before Revision

Articles After Revision

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 facto controller of the Company. No entities or individuals are allowed to be a substantial shareholder or de facto 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 50 Where any shareholder requests to inspect and make copies of the relevant materials of the Company, such shareholder shall be in compliance with the provisions of the laws and regulations, including the Company Law and the Securities Law.

I-28 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
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 domiciled in the event of any of the following:	Article 51 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 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;	(1) the Company or any of its directors 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;	(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;	(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);	(4) the Company proposes to change any of its legal representative, the chairman of the board of directors or the General Manager (President);
(5) an extraordinary event that causes or may cause material adverse effect to the interests of the Company and its customers;	(5) an extraordinary event that causes or 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.	(6) other events that may affect the sustainable operation of the Company.

I-29 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 57 In the event that any resolution of the shareholders’ general meeting or the board of directors of the Company violates any applicable law or regulation, the shareholders shall have the right to request the people’s court to invalidate the resolution. The provision for disputes settlement in these Articles shall be applicable to disputes involving holders of foreign shares.

In the event that any convening procedures, voting methods of the shareholders’ general meeting or the board meeting is in violation of applicable laws, regulations or these Articles, or the content of a resolution violates these Articles, the shareholders shall have the right to request the people’s court to invalidate the resolution within 60 days from the date on which such resolution is made. The provision for disputes settlement in these Articles shall be applicable to disputes involving holders of foreign shares. | Article 52 In the event that any resolution of the shareholders’ meeting or the board of directors of the Company violates any applicable law or regulation, the shareholders shall have the right to request the people’s court to invalidate the resolution. The provision for disputes settlement in these Articles shall be applicable to disputes involving holders of foreign shares.

In the event that any convening procedures, voting methods of the shareholders’ meeting or the board meeting is in violation of applicable laws, regulations or these Articles, or the content of a resolution violates these Articles, the shareholders shall have the right to request the people’s court to invalidate the resolution within 60 days from the date on which such resolution is made. The provision for disputes settlement in these Articles shall be applicable to disputes involving holders of foreign shares. However, this shall not apply where the convening procedures or voting methods of the shareholders’ meeting or the meeting of the board of directors has only minor flaws and has not had a material impact on the resolution.

Where the board of directors, shareholders or other relevant parties have a dispute over the validity of a resolution of the shareholders’ meeting, they shall promptly file a lawsuit with the people’s court. Before the people’s court makes a judgment or ruling to revoke the resolution or other judgments or rulings, the relevant parties shall implement the resolution of the shareholders’ meeting. The Company, directors and senior management shall earnestly perform their duties to ensure the normal operation of the Company. |

I-30 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
	Where the people’s court makes a judgment or ruling on relevant matters, the Company shall perform its information disclosure obligations in accordance with laws and regulations and the provisions of relevant securities regulatory authorities and the stock exchange(s) in the place(s) where the Company’s shares are listed, fully explain the impact, and actively cooperate with the implementation of the judgment or ruling after it takes effect. If it involves the rectification of previous matters, it shall be handled promptly and the corresponding information disclosure obligations shall be performed.
Newly added	Article 53 A resolution of the shareholders’ meeting or the board of directors of the Company shall not be established under any of the following circumstances:

Articles Before Revision

Articles After Revision

Where the people’s court makes a judgment or ruling on relevant matters, the Company shall perform its information disclosure obligations in accordance with laws and regulations and the provisions of relevant securities regulatory authorities and the stock exchange(s) in the place(s) where the Company’s shares are listed, fully explain the impact, and actively cooperate with the implementation of the judgment or ruling after it takes effect. If it involves the rectification of previous matters, it shall be handled promptly and the corresponding information disclosure obligations shall be performed.

Newly added

Article 53 A resolution of the shareholders’ meeting or the board of directors of the Company shall not be established under any of the following circumstances:

(1) No resolution is made without convening a shareholders’ meeting or a board meeting;

(2) The shareholders’ meeting or the board meeting does not vote on the resolution;

(3) The number of attendees at the meeting or the number of voting rights held does not reach the number of attendees or the number of voting rights held as stipulated in the Company Law and other laws and regulations or these Articles;

(4) The number of persons agreeing to the resolution or the number of voting rights held does not reach the number of persons or the number of voting rights held as stipulated in the Company Law and other laws and regulations or these Articles. |

I-31 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 58 In the event of any loss caused to the Company as a result of violation of applicable laws, regulations or these Articles by the directors or senior management when performing their duties, any of the shareholders who holds 1% or more of the shares individually or jointly for no less than 180 consecutive days shall have the right to request the supervisory committee in writing to initiate litigation before the people’s court. In the event of any loss caused to the Company as a result of violation of applicable laws, regulations or these Articles by the supervisory committee when performing its duties, any of the shareholders may request the board of directors in writing to initiate litigation before the people’s court. The provision for disputes settlement in these Articles shall be applicable to disputes involving holders of foreign shares.	Article 54 In the event of any loss caused to the Company as a result of violation of applicable laws, regulations or these Articles by the directors (other than members of the audit committee) or senior management when performing their duties, any of the shareholders who holds 1% or more of the shares individually or jointly for no less than 180 consecutive days shall have the right to request the audit committee in writing to initiate litigation before the people’s court. In the event of any loss caused to the Company as a result of violation of applicable laws, regulations or these Articles by any member of the audit committee when performing his/her duties, any of the aforesaid shareholders may request the board of directors in writing to initiate litigation before the people’s court. The provision for disputes settlement in these Articles shall be applicable to disputes involving holders of foreign shares.
In the event that the supervisory committee or the board of directors dismisses the written request of any of the shareholders as specified in the preceding paragraph, or withholds from instituting litigation within 30 days of the receipt of the request, or that the failure to institute litigation immediately may otherwise cause irreparable damage to the interest of the Company in an urgent circumstance, such shareholder(s) as mentioned in the preceding paragraph shall have the right to initiate litigation before the people’s court in the name(s) of such shareholder(s) in the interest of the Company. The provision for disputes settlement in these Articles shall be applicable to disputes involving holders of foreign shares.	In the event that the audit committee or the board of directors dismisses the written request of any of the shareholders as specified in the preceding paragraph, or withholds from instituting litigation within 30 days of the receipt of the request, or that the failure to institute litigation immediately may otherwise cause irreparable damage to the interest of the Company in an urgent circumstance, such shareholder(s) as mentioned in the preceding paragraph shall have the right to initiate litigation before the people’s court in the name(s) of such shareholder(s) in the interest of the Company. The provision for disputes settlement in these Articles shall be applicable to disputes involving holders of foreign shares.
In the event of any infringement by a third party to the Company’s legitimate rights and interest, resulting in losses to the Company, such shareholders as mentioned in the first paragraph of this article may initiate litigation before the people’s court in accordance with the preceding two paragraphs.	In the event of any infringement by a third party to the Company’s legitimate rights and interest, resulting in losses to the Company, such shareholders as mentioned in the first paragraph of this article may initiate litigation before the people’s court in accordance with the preceding two paragraphs.

I-32 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
	Where directors or senior management of a wholly-owned subsidiary of the Company violate laws, regulations or the provisions of these Articles in performing their duties, causing losses to the Company, or where the lawful rights and interests of a wholly-owned subsidiary of the Company are infringed upon by others resulting in losses, shareholders who individually or jointly hold 1% or more of the Company's shares for 180 consecutive days or more may make a written request to the board of directors or the audit committee of the board of directors (if any) of the wholly-owned subsidiary to initiate legal proceedings in a people's court, or may directly initiate legal proceedings in a people's court in their own name, in accordance with the first three paragraphs of Rule 189 of the Company Law.
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;	Article 56 The holders of 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 securities regulatory authorities in place(s) where the Company's shares are listed, pay the subscription monies according to the shares subscribed for and the method of share subscription, 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 securities regulatory authorities in place(s) where the Company's shares are listed;

I-33 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(4) that each holder may not claim the share capital in respect of its shares, unless otherwise specified by laws or regulations;	(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;
(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;	(4) that each holder may not withdraw the share capital in respect of its shares, unless otherwise specified by laws or regulations;
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.	(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 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.	(6) that each holder shall assume other obligations imposed by laws, regulations and these Articles.
(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.
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.

I-34 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Newly added	Article 57 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.
Newly added	Section 2 Controlling Shareholders and De Facto Controllers
Newly added	Article 63 The controlling shareholders and de facto controllers of the Company shall exercise their rights and perform their obligations in accordance with laws, regulations, and the requirements of the relevant securities regulatory authorities and the stock exchange(s) in the place(s) where the Company's shares are listed, and shall safeguard the interests of the listed company.
Newly added	Article 64 The controlling shareholders and de facto controllers of the Company shall comply with the following provisions:
(i) exercising shareholder rights in accordance with the law, and refraining from abusing the controlling power or using connected relationships to damage the legitimate rights and interests of the Company or other shareholders;
(ii) strictly fulfilling public statements and various commitments made, without arbitrarily altering or exempting themselves from such commitments;

I-35 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
	(iii) strictly fulfilling information disclosure obligations in accordance with relevant provisions, actively cooperating with the Company in disclosing the information, and promptly informing the Company of major events that have occurred or will likely occur;
	(iv) not appropriating the Company's funds in any manner;
	(v) not compelling, instructing, or requiring the Company and related personnel to provide guarantees in violation of laws or regulations;
	(vi) not using the Company's undisclosed material information to seek benefits, not disclosing undisclosed material information related to the Company in any manner, and not engaging in illegal or non-compliant activities such as insider trading, short-swing trading, or market manipulation;
	(vii) not harming the legitimate rights and interests of the Company and other shareholders through unfair connected transactions, profit distribution, asset restructuring, external investments, or any other means;
	(viii) ensuring the integrity of the Company's assets, independence of personnel, financial independence, organizational independence, and business independence, without affecting the Company's independence in any manner; and

I-36 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
	(ix) other provisions stipulated by laws, regulations, the relevant securities regulatory authorities and the stock exchange(s) in the place(s) where the Company’s shares are listed, or these Articles of Association.

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

If a controlling shareholder or de facto controller of the Company instructs a director or senior management member to engage in acts that harm the interests of the Company or its shareholders, such controlling shareholder or de facto controller shall bear joint and several liability with such director or senior management. |
| Newly added | Article 65 Where a controlling shareholder or de facto controller pledges the Company’s shares held or actually controlled by them, they shall maintain the stability of the Company’s control and production operations. |
| Newly added | Article 66 When a controlling shareholder or de facto controller transfers the Company’s shares held by them, they shall comply with the restrictive provisions on share transfer under laws, regulations, the requirements of the relevant securities regulatory authorities and stock exchanges in the place(s) where the Company’s shares are listed, and any commitments made regarding restrictions on share transfer. |

I-37 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Section 2 General Rules of Shareholders’ General Meeting	Section 3 General Rules of Shareholders’ 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;

(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 plan and final accounts plan 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 corporate bonds; | Article 67 The shareholders’ meeting of the Company is comprised of the shareholders as a whole. The shareholders’ meeting is the authority of the Company and shall exercise the following functions and powers in accordance with law:

(1) to elect and replace any of the directors other than those held by employee representatives, and to determine the remuneration of directors;

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

(3) to consider and approve the profit distribution plans and the loss recovery plans of the Company;

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

(5) to resolve on the issuance of corporate bonds;

(6) to resolve on matters such as the merger, division, dissolution, liquidation or change of the form of the Company;

(7) to amend these Articles;

(8) to resolve on the appointment or removal of any accounting firm that conducts an audit of periodic reports for the Company and on its emolument; |

I-38 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(9) to resolve on matters such as the merger, division, dissolution, liquidation or change of the form of the Company;	(9) to consider and approve any external guarantee issue set forth in Article 68 of these Articles;
(10) to amend these Articles;	(10) 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;
(11) to resolve on the appointment or removal of any accounting firm and on its emolument;	(11) to consider and approve any change of the use of proceeds raised;
(12) to consider and approve any external guarantee issue set forth in Article 69 of these Articles;	(12) 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’ meeting as required by the SSE Listing Rules or the Hong Kong Listing Rules;
(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;	(13) to consider and approve connected transactions to be approved by the shareholders’ meeting as required by the SSE Listing Rules or the Hong Kong Listing Rules;
(14) to consider and approve any change of the use of proceeds raised;	(14) to consider the equity-based incentive scheme and employee stock ownership schemes;
(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;

I-39 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(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;	(15) to consider and approve the proposal submitted by any shareholder(s) jointly or individually holding 1% or more of the Company’s shares; and
(17) to consider the equity-based incentive scheme and employee stock ownership schemes;	(16) to consider other matters to be resolved at the shareholders’ 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.
(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	The shareholders’ meeting may authorise the board of directors to resolve on the issuance of corporate bonds.
(19) to consider other matters to be resolved at the 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 a shareholder’s 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 a shareholders’ meeting so as to safeguard the shareholders’ decision-making power in respect of such matters.
Matters to be resolved at a 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 a shareholders’ general meeting so as to safeguard the shareholders’ decision-making power in respect of such matters.

– I-40 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 69 Except for the provision of margin financing and securities lending 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 a shareholders’ general meeting:	Article 68 Except for the provision of margin financing and securities lending 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 a shareholders’ 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 exceeded 50% of the latest audited net assets of the Company;	(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 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 exceeded 30% of the latest audited total 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 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%;	(3) any guarantee provided for any entity with a gearing ratio of more than 70%;
(4) any single guarantee, the value of which exceeds 10% of the latest audited net assets of the Company;	(4) any single guarantee, the value of which exceeds 10% of the latest audited net assets of the Company;
(5) any guarantee, the cumulative amount of which exceeds 30% of the latest audited total assets of the Company over 12 consecutive months;	(5) any guarantee, the cumulative amount of which exceeds 30% of the latest audited total assets of the Company over 12 consecutive months;
(6) any guarantees provided to shareholders, de facto controllers and their connected parties; and	(6) any guarantees provided to shareholders, de facto controllers and their connected parties; and
(7) other guarantees as stipulated by the securities regulatory authorities and the stock exchange(s) in the listing place or these Articles.	(7) other guarantees as stipulated by the securities regulatory authorities and the stock exchange(s) in the place(s) where the shares of the Company are listed or these Articles.

I-41 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
	Where the shareholders, directors or senior management of the Company violate the approval authority and deliberation procedures for external guarantees as stipulated in these Articles of Association and provide external guarantees in violation of such provisions, the Company shall hold the relevant personnel accountable. If losses are caused to the interests of the Company and its shareholders, the directly responsible personnel shall bear corresponding liability for compensation; where the circumstances are serious and constitute a criminal offence, the matter shall be transferred to the judicial authorities for handling in accordance with the relevant legal provisions.
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. less than 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;	Article 70 The Company shall hold an extraordinary shareholders’ 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; (2) that the uncovered loss amount to one-third (1/3) of the Company’s total share capital; (3) that any of the shareholders individually or jointly holding 10% or more of the Company’s shares (including preferred shares with restored voting rights) make(s) any request in writing; (4) that the board of directors considers it necessary;

Articles Before Revision

Articles After Revision

Where the shareholders, directors or senior management of the Company violate the approval authority and deliberation procedures for external guarantees as stipulated in these Articles of Association and provide external guarantees in violation of such provisions, the Company shall hold the relevant personnel accountable. If losses are caused to the interests of the Company and its shareholders, the directly responsible personnel shall bear corresponding liability for compensation; where the circumstances are serious and constitute a criminal offence, the matter shall be transferred to the judicial authorities for handling in accordance with the relevant legal provisions.

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. less than 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;

Article 70 The Company shall hold an extraordinary shareholders’ 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; (2) that the uncovered loss amount to one-third (1/3) of the Company’s total share capital; (3) that any of the shareholders individually or jointly holding 10% or more of the Company’s shares (including preferred shares with restored voting rights) make(s) any request in writing; (4) that the board of directors considers it necessary;

I-42 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(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. | (5) that the audit 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’ 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 shareholders’ general 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. | Article 71 The venue for the shareholders’ meeting shall be the place where the Company is domiciled or such other place as specified in the notice of the shareholders’ meeting.

A venue shall be arranged for the shareholders’ meeting by way of physical meeting. The Company will also facilitate the shareholders to participate in the shareholders’ meeting, and speak and cast votes at such meeting through the provision of online voting and other means as permitted under the listing rules of the place(s) where the Company’s shares are listed. |

I-43 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 73 The Company shall engage a legal counsel to issue a legal opinion on the following matters in respect of shareholders’ general meeting, and make an announcement accordingly:

(1) whether the convention and procedure of the meeting are in compliance with the laws, regulations and these Articles;

(2) whether the attendees and the convener of the meeting are legally and validly eligible, respectively;

(3) whether the voting procedure and results at the meeting are legitimate and valid;

(4) preparation and issue of a legal opinion on such other matters as required by the Company. | Article 72 The Company shall engage a legal counsel to issue a legal opinion on the following matters in respect of shareholders’ meeting, and make an announcement accordingly:

(1) whether the convention and procedure of the meeting are in compliance with the provisions of the laws, regulations and these Articles;

(2) whether the attendees and the convener of the meeting are legally and validly eligible, respectively;

(3) whether the voting procedure and results at the meeting are legitimate and valid;

(4) preparation and issue of a legal opinion on such other matters as required by the Company. |
| Section 3 The Convening of Shareholders’ General Meeting | Section 4 The Convening of Shareholders’ Meeting |
| Article 74 Any independent director may propose to the board of directors to convene an extraordinary general meeting, and the board of directors shall reply in writing in response to such proposal, whether consent or not, within 10 days upon receipt of the proposal in accordance with the laws and regulations and these Articles.

If the board of directors consents to the proposal, a notice convening such meeting shall be issued within five days following the date of such resolution of the board of directors. If the board of directors rejects the proposal, the board shall provide an explanation and make relevant announcement. | Article 73 The board of directors shall convene shareholders’ meetings on time within the prescribed period.

With the consent of more than half of all independent directors, any independent director may propose to the board of directors to convene an extraordinary shareholders’ meeting, and the board of directors shall reply in writing in response to such proposal, whether consent or not, within 10 days upon receipt of the proposal in accordance with the laws and regulations and these Articles.

I-44 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 75 The supervisory committee shall have the right to propose in writing to the board of directors to convene an extraordinary general meeting. The board of directors shall reply in writing in response to such proposal, whether consent or not, within 10 days upon receipt of the proposal in accordance with the laws and regulations and these Articles.

If the board of directors rejects the proposal or withholds from responding for 10 days following receipt of the proposal, the board of directors shall be deemed failing to perform the duty of convening a shareholders’ general meeting. In such case, the supervisory committee may convene and preside over the meeting. | Article 74 The audit committee shall propose in writing to the board of directors to convene an extraordinary shareholders’ meeting. The board of directors shall reply in writing in response to such proposal, whether consent or not, within 10 days upon receipt of the proposal in accordance with the laws and regulations and these Articles.

I-45 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 76 Any shareholder who requests to convene an extraordinary general meeting or a class shareholders’ meeting, shall abide by the following procedures.	Article 75 Any shareholder who requests to convene an extraordinary shareholders’ meeting or a class shareholders’ meeting, shall abide by the following procedures.
Any of the shareholders individually or jointly holding no less than 10% of the Company’s shares shall have the right to propose in writing to the board of directors to convene an extraordinary general meeting. The board of directors shall reply in writing in response to such proposal, whether consent or not, within 10 days upon receipt of the proposal in accordance with laws and regulations and these Articles.	Any of the shareholders individually or jointly holding no less than 10% of the Company’s shares (including preferred shares with restored voting rights) shall propose in writing to the board of directors to convene an extraordinary shareholders’ meeting. The board of directors shall reply in writing in response to such proposal, whether consent or not, within 10 days upon receipt of the proposal in accordance with laws and regulations and these Articles.
If the board of directors consents to the proposal, a notice convening such meeting shall be issued within five days following the date of such resolution of the board of directors, provided that any change to the original resolution made in the notice is subject to approval of the relevant shareholders.	If the board of directors consents to the proposal, a notice convening such meeting shall be issued within five days following the date of such resolution of the board of directors, provided that any change to the original proposed resolution made in the notice is subject to approval of the relevant shareholders.
If the board of directors rejects the proposal or withholds from responding for 10 days following the receipt of the proposal, such shareholder(s) individually or jointly holding no less than 10% of the shares of the Company shall have the right to propose to the supervisory committee in writing to convene an extraordinary general meeting.	If the board of directors rejects the proposal or withholds from responding for 10 days following the receipt of the proposal, such shareholder(s) individually or jointly holding no less than 10% of the shares of the Company (including preferred shares with restored voting rights) shall have the right to propose to the audit committee in writing to convene an extraordinary shareholders’ meeting.
If the supervisory committee consents to the proposal, a notice convening such meeting shall be issued within five days following receipt of the proposal, provided that any change to the original resolution made in the notice is subject to approval of the relevant shareholder(s).	If the audit committee consents to the proposal, a notice convening such meeting shall be issued within five days following receipt of the proposal, provided that any change to the original proposed resolution made in the notice is subject to approval of the relevant shareholder(s).

I-46 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
If the supervisory committee has not issued any notice convening such meeting within the prescribed period, it shall be deemed that the supervisory committee will not convene and preside over the extraordinary general meeting. Such shareholder(s) individually or jointly holding 10% or above of the Company’s shares for more than 90 consecutive days may convene and preside over an extraordinary general meeting.	If the audit committee has not issued any notice convening such meeting within the prescribed period, it shall be deemed that the audit committee will not convene and preside over the extraordinary shareholders’ meeting. Such shareholder(s) individually or jointly holding 10% or above of the Company’s shares (including preferred shares with restored voting rights) for more than 90 consecutive days may convene and preside over an extraordinary shareholders’ 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.

Articles Before Revision

Articles After Revision

If the supervisory committee has not issued any notice convening such meeting within the prescribed period, it shall be deemed that the supervisory committee will not convene and preside over the extraordinary general meeting. Such shareholder(s) individually or jointly holding 10% or above of the Company’s shares for more than 90 consecutive days may convene and preside over an extraordinary general meeting.

If the audit committee has not issued any notice convening such meeting within the prescribed period, it shall be deemed that the audit committee will not convene and preside over the extraordinary shareholders’ meeting. Such shareholder(s) individually or jointly holding 10% or above of the Company’s shares (including preferred shares with restored voting rights) for more than 90 consecutive days may convene and preside over an extraordinary shareholders’ 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. | Article 76 If the audit committee or any shareholder decides to convene a shareholders’ 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’ meeting shall hold no less than 10% of shares of the Company (including preferred shares with restored voting rights) prior to the announcement of any resolution approved at the shareholders’ meeting.

The audit committee or such convening shareholder shall submit relevant evidence to the securities regulatory authorities in the place(s) where the Company is domiciled and the stock exchange(s) in the place(s) where the Company’s shares are listed at the time of issuing the notice of shareholder’s meeting and the announcement of any resolution approved at the shareholders’ meeting. |

I-47 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 78 The board of directors and its secretary shall cooperate with the supervisory committee or such shareholder(s) convening the shareholders’ general meeting. The board of directors shall provide the register of shareholders as of the record date.	Article 77 The board of directors and its secretary shall cooperate with the audit committee or such shareholder(s) convening the shareholders’ meeting. The board of directors shall provide the register of shareholders as of the record date.
Article 79 Any such expense necessary to convene the shareholders’ general meeting, incurred by the supervisory committee or such shareholder(s) as a result of failure of the board of directors to duly convene a meeting shall be reimbursed by the Company, and any sum so reimbursed shall be deducted from the amount payable by the Company to the defaulting directors.	Article 78 Any such expense necessary to convene the shareholders’ meeting, incurred by the audit committee or such shareholder(s), shall be reimbursed by the Company.
Section 4 Proposal and Notice of Shareholders’ General Meeting	Section 5 Proposal and Notice of Shareholders’ Meeting
Article 80 Any proposal of a resolution shall be limited to the power of the shareholders’ general meeting, and shall have definitive and specific subject matters, subject to laws, regulations and these Articles.	Article 79 Any proposal of a resolution shall be limited to the power of the shareholders’ meeting, and shall have definitive and specific subject matters, subject to laws, administrative regulations and these Articles.

I-48 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 81 As a shareholders’ general meeting of the Company is convened, the board of directors, the supervisory committee and any of the shareholders individually or jointly holding no less than 3% of the shares of the Company shall have the right to propose any resolution to the Company.

Any of the shareholders individually or jointly holding no less than 3% of the shares of the Company may submit an interim proposal in writing to the convener at least 10 days prior to the convention of the shareholders’ general meeting. The convener shall then send a supplemental notice to the shareholders to announce the interim proposal, within two (2) days upon receipt of such proposal.

Unless as provided in the above paragraph, the convener shall not make any change to the existing proposals set forth in the notice of shareholders’ general meeting or add any new proposal after the publication of the notice.

Any proposal other than those set forth in the notice of shareholders’ general meeting and in compliance with the requirements set out in Article 80 of these Articles of Association shall not be put forward for voting at a shareholders’ general meeting. | Article 80 As a shareholders’ meeting of the Company is convened, the board of directors, the audit committee and any of the shareholders individually or jointly holding no less than 1% of the shares of the Company shall have the right to propose any resolution to the Company.

Any of the shareholders individually or jointly holding no less than 1% of the shares of the Company may submit an interim proposal in writing to the convener at least 10 days prior to the convention of the shareholders’ meeting. The convener shall then send a supplemental notice to the shareholders to announce the interim proposal and submit the interim proposal to the shareholders’ meeting for deliberation, within two (2) days upon receipt of such proposal, unless the interim proposal violates the provisions of laws, administrative regulations or these Articles of Association, or does not fall within the scope of the powers of the shareholders’ meeting.

Unless as provided in the above paragraph, the convener shall not make any change to the existing proposals set forth in the notice of shareholders’ meeting or add any new proposal after the publication of the notice.

Any proposal other than those set forth in the notice of shareholders’ meeting and in compliance with the requirements set out in these Articles of Association shall not be put forward for voting at a shareholders’ meeting. |

I-49 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 82 The convener shall notify all shareholders 20 days prior to the date of an annual general meeting (and 15 days prior to the date of an extraordinary general meeting) by way of an announcement or in such other manners as required by the stock exchange(s) of the place(s) where the Company’s shares are listed.

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. | Article 81 The convener shall notify all shareholders 20 days prior to the date of an annual shareholders’ meeting (and 15 days prior to the date of an extraordinary shareholders’ meeting) by way of an announcement or in such other manners as required by the stock exchange(s) of the place(s) where the Company’s shares are listed.

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. |
| 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.

(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 general meeting. | Article 82 The notice of shareholders’ meeting shall 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 shareholders’ 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 shareholders’ meeting; |

I-50 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(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.	(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.	(4) a disclosure of the nature and extent, if any, of the material interest of any director and 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.	(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.	(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.	(7) a conspicuous statement that shareholders, including all shareholders of ordinary shares (including those entitled to preferred shares with restored voting rights) and shareholders holding shares with special voting rights, are entitled to attend the shareholders’ meeting and 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.

I-51 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(9) name and telephone number of the contact person for the meeting.	(8) the shareholding record date of the shareholders entitled to attend the shareholders’ meeting;
(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.	(9) name and telephone number of the contact person for the meeting; and
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.	(10) the time and procedures for voting by online voting or other methods.
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.	The interval between the shareholding record date of a shareholders’ 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.
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’meeting.	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’ meeting but no later than 9:30 a.m. on the date of the on-site shareholders’ meeting and it shall not terminate earlier than 3:00 p.m. on the date of conclusion of the on-site shareholders’meeting.
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.	Article 83 Unless otherwise provided in these Articles, the notice of a shareholders’ meeting shall be notified and announced to shareholders in accordance with the relevant provisions of Chapter 11 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.	The announcement mentioned in the preceding paragraph shall be published in one or more newspapers or on website(s) 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’meeting.

I-52 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 86 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 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:	Article 85 Where the election of directors will be discussed at a shareholder's meeting, the notice of the shareholders' meeting shall, in compliance with laws, administrative 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, including at least the following particulars:
(1) personal particulars such as education background, working experience and concurrent positions;	(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;	(2) whether there is any connected relationship with the Company or the controlling shareholder and de facto controller of the Company;
(3) disclosure of shareholding in the Company; and	(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).	(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.	The election of each director shall be proposed by separate resolutions except that the election is carried out by cumulative voting.

I-53 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 87 Once the notice of shareholders’ general meeting is issued, the meeting shall not be postponed or cancelled and the resolutions proposed in the notice shall not be withdrawn without proper reasons. In the event of postponement or cancellation, the convener shall announce and explain the reasons within two working days before the original date of meeting.	Article 86 Once the notice of shareholders’ meeting is issued, the meeting shall not be postponed or cancelled and the resolutions proposed in the notice shall not be withdrawn without proper reasons. In the event of postponement or cancellation, the convener shall announce and explain the reasons within two working days before the original date of meeting.
Section 5 The Holding of Shareholders’ General Meetings	Section 6 The Holding of Shareholders’ Meetings
Article 89 All shareholders whose names appear in the shareholders’ register on the record date or their proxies shall be entitled to attend shareholders’ general meetings and exercise their voting rights in accordance with laws and regulations and these Articles.

Shareholders may attend shareholders’ general meetings in person, and also appoint a proxy to attend and vote on their behalf.

Any shareholder entitled to attend and vote at a shareholders’ general meeting shall have the right to appoint one or more persons (who need not to be shareholders) to act as his proxy to attend and vote at the meeting on his behalf. The proxy(ies) so appointed by the shareholder may, pursuant to the instructions of the shareholder, exercise the following rights:

(1) the right of the shareholder to speak at the meeting;

(2) the right to demand a poll alone or jointly with others;

(3) the right to exercise voting rights on a show of hands or on a poll, provided that where more than one proxy is appointed, the proxies may only exercise such voting rights on a poll. | Article 88 All shareholders, including all shareholders of ordinary shares and shareholders holding shares with special voting rights, whose names appear in the shareholders’ register on the record date or their proxies shall be entitled to attend shareholders’ meetings and exercise their voting rights in accordance with relevant laws and regulations and these Articles.

Shareholders may attend shareholders’ meetings in person, and also appoint a proxy to attend and vote on their behalf.

Any shareholder entitled to attend and vote at a shareholders’ meeting shall have the right to appoint one or more persons (in which case, the proxy(ies) of such shareholder need not to be shareholders of the Company) to act as his proxy to attend and vote at the meeting on his behalf. The proxy(ies) so appointed by the shareholder may, pursuant to the instructions of the shareholder, exercise the following rights:

(1) the right of the shareholder to speak at the meeting;

(2) the right to demand a poll alone or jointly with others;

(3) the right to exercise voting rights on a show of hands or on a poll, provided that where more than one proxy is appointed, the proxies may only exercise such voting rights on a poll. |

I-54 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision

Articles After Revision

Article 90 The instrument appointing a proxy shall be in writing and signed by the appointing shareholder or his/her attorney duly authorized in writing; where the appointing shareholder is a legal person or any other institution, such instrument shall be under its seal or signed by its legal representative or the proxy duly authorized. Individual shareholders attending the meeting in person shall present their identity cards or other valid documents or certificates, or stock account cards as a proof of their identities. Proxies attending the meeting on behalf of shareholders shall present their valid identity cards and power of attorney. A corporate shareholder shall attend the meeting by its legal representative or by proxies appointed by the legal representative, the board of directors or other decision-making body. The legal representative present at the meeting shall produce his/her identity card and valid proof showing his/her status, and the proxy present at the meeting shall present his/her identity card and the power of attorney in writing issued by the legal representative, the board of directors or other decision-making body of the corporate shareholder in accordance with laws.

Article 89 The instrument appointing a proxy shall be in writing and signed by the appointing shareholder or his/her attorney duly authorized in writing; where the appointing shareholder is a legal person or any other institution, such instrument shall be under its seal or signed by its legal representative or the proxy duly authorized. Individual shareholders attending the meeting in person shall present their identity cards or other valid documents or certificates as a proof of their identities. Proxies attending the meeting on behalf of shareholders shall present their valid identity cards and power of attorney. A corporate shareholder shall attend the meeting by its legal representative or by proxies appointed by the legal representative. The legal representative present at the meeting shall produce his/her identity card and valid proof showing his/her status, and the proxy present at the meeting shall present his/her identity card and the power of attorney in writing issued by the legal representative of the corporate shareholder in accordance with laws.

I-55 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision

Articles After Revision

If a shareholder is recognized as a clearing house (“recognized clearing house”) or its nominee according to the relevant laws and regulations of the place where the shares of the Company are listed, the shareholder is entitled to authorize one or more person(s), as it thinks fit, to act as its representative at any general meeting or any class meeting of shareholders or creditors’ meeting. However, if more than one person is authorized, the power of attorney shall set out the number and class of shares represented by each of the persons so authorized. The power of attorney shall be signed by the authorized personnel of the recognized clearing house. A person so authorized may attend meetings (without presenting any share certificate, notarized authorization and/or further evidence indicating that he/she has been duly authorized) and exercise the right, including rights to speak and vote, on behalf of the recognized clearing house (or its nominee), as if he/she was an individual shareholder of the Company.

If a shareholder is recognized as a clearing house or its nominee according to the relevant laws and regulations of the place where the shares of the Company are listed, the shareholder is entitled to authorize one or more person(s), as it thinks fit, to act as its representative at any shareholders’ meeting or any class meeting of shareholders or creditors’ meeting. However, if more than one person is authorized, the power of attorney shall set out the number and class of shares represented by each of the persons so authorized. The power of attorney shall be signed by the authorized personnel of the recognized clearing house. A person so authorized may attend meetings (without presenting any share certificate, notarized authorization and/or further evidence indicating that he/she has been duly authorized) and exercise the right, including rights to speak and vote, on behalf of the recognized clearing house (or its nominee), as if he/she was an individual shareholder of the Company.

I-56 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 91 The power of attorney that a shareholder issues to appoint another person to attend a shareholders’ general meeting on his/her behalf shall contain the following particulars:	Article 90 The power of attorney that a shareholder issues to appoint another person to attend a shareholders’ meeting on his/her behalf shall contain the following particulars:
(1) the name of the proxy;	(1) the name of the appointer, the class and number of shares held in the Company;
(2) whether the proxy has voting right;	(2) the name of the proxy;
(3) the separate instruction on voting for or against or abstaining from voting for each of the matters listed on the agenda of the shareholders’ general meeting;	(3) specific instructions given by the shareholders, including the instruction on voting for or against or abstaining from voting for each of the matters listed on the agenda of the shareholders’ meeting;
(4) the issuing date and valid period of the power of attorney;	(4) the issuing date and valid period of the power of attorney;
(5) the signature (or seal) of the appointer. If the appointer is a corporate shareholder, the power of attorney shall be affixed with a corporate seal;	(5) the signature (or seal) of the appointer. If the appointer is a corporate shareholder, the power of attorney shall be affixed with a corporate seal.
(6) the number of shares of the appointer represented by the proxy.
The power of attorney shall specify whether the proxy may vote on his/her will in case of no specific instructions given by shareholders.

I-57 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision

Articles After Revision

Article 92 The proxy form shall be deposited at the address of the Company or other place as specified in the notice of meeting 24 hours before the meeting to discuss the matters that the proxy is appointed to vote for or 24 hours before the designated voting time. If the proxy form is signed by a person authorized by the principal, a notary certified copy of the power of attorney or other authorization documents shall be needed, which shall be deposited together with the proxy form at the address of the Company or other place as specified in the notice of meeting.

If the principal is a corporate shareholder, the legal representative or the person authorized by the board of directors or other decision-making bodies shall act as the principal’s representative to attend the general meeting of the Company. | Article 91 The proxy form shall be deposited at the address of the Company or other place as specified in the notice of meeting 24 hours before the meeting to discuss the matters that the proxy is appointed to vote for or 24 hours before the designated voting time. If the proxy form for voting is signed by a person authorized by the principal, a notary certified copy of the power of attorney or other authorization documents authorizing such person to sign the proxy form shall be needed, which shall be deposited together with the proxy form for voting at the address of the Company or other place as specified in the notice of meeting. |
| Article 95 The Company shall maintain a register of attendees. The register shall contain information such as names of attendees (or names of entities), identity card number, residential address, number of shares with voting rights held or represented, and names of persons represented (or names of entities represented). | Article 94 The Company shall maintain a register of attendees. The register shall contain information such as names of attendees (or names of entities), identity card number, number of shares with voting rights held or represented, and names of persons represented (or names of entities represented). |
| Article 96 The convener and the lawyer engaged by the Company shall verify the eligibility of shareholders in accordance with the register of shareholders and other valid documents provided by the securities registration and clearing institution, and shall register the name of shareholders and the number of shares with voting rights held by them. | Article 95 The convener and the lawyer engaged by the Company shall verify the eligibility of shareholders in accordance with the register of shareholders provided by the securities registration and clearing institution, and shall register the name of shareholders and the number of shares with voting rights held by them. Registration of attendance of the meeting shall be closed before the chairman of the meeting declares the number of shareholders and proxies physically present at the meeting as well as the total number of shares with voting rights held by them. |

I-58 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 97 Registration of attendance of the meeting shall be closed before the chairman of the meeting declares the number of shareholders and proxies physically present at the meeting as well as the total number of shares with voting rights held by them.	Deleted
Article 98 When the shareholders’ general meeting is held, all directors, supervisors and the secretary to the board of directors of the Company shall attend the meeting. The General Manager (President) and other senior management shall also be present at the meeting.	Article 96 Directors and senior management shall attend and respond to inquiries from shareholders where such directors and senior management are requested by the shareholders’ meeting to be present at the meeting.
Article 99 A shareholders’ general meeting convened by the board of directors shall be chaired and presided over by the chairman of the board of directors. If the chairman of the board of directors is unable or fails to perform his/her duties, the vice chairman of the board of directors shall chair and preside over the meeting. Where the vice chairman of the board of directors is unable or fails to perform his/her duties, a director elected by more than one half of all directors shall chair and preside over the meeting. In the event that the board of directors is unable or fails to perform the duties of convening shareholders’ general meetings, the supervisory committee shall promptly convene and preside over the meetings. If the supervisory committee fails to convene and preside over a shareholders’ general meeting, shareholders severally or jointly holding 10% or more of the Company’s shares for more than 90 consecutive days may convene and preside over the meeting themselves. Where the shareholders fail to elect a chairman of the shareholders’ general meeting, the shareholder (including his/her proxy) present in person or by proxy who holds the largest number of shares carrying the right to vote thereat shall chair and preside over the meeting.	Article 97 A shareholders’ meeting shall be presided over by the chairman of the board of directors. If the chairman of the board of directors is unable or fails to perform his/her duties, the vice chairman of the board of directors shall preside over the meeting. Where the vice chairman of the board of directors is unable or fails to perform his/her duties, a director elected by more than one half of all directors shall preside over the meeting. In the event that the board of directors is unable or fails to perform the duties of convening shareholders’ meetings, the audit committee shall promptly convene and preside over the meetings. If the audit committee fails to convene and preside over a shareholders’ meeting, shareholders severally or jointly holding 10% or more of the Company’s shares for more than 90 consecutive days may convene and preside over the meeting themselves. Where the shareholders fail to elect a chairman of the shareholders’ meeting, the shareholder (including his/her proxy) present in person or by proxy who holds the largest number of shares carrying the right to vote thereat shall chair and preside over the meeting.

I-59 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
A shareholders’ general meeting convened by the supervisory committee shall be presided over by the chairman of the supervisory committee. If the chairman of the supervisory committee is unable or fails to perform his/her duty, a supervisor shall be elected to preside over the meeting by more than half of the supervisors.

A shareholders’ general meeting convened by the shareholders shall be presided over by a representative nominated by the convener.

When the shareholders’ general meeting is held, if the chairman of the meeting violates the rules of procedure, which renders the meeting unable to proceed, a person may be elected at the shareholders’ general meeting to act as the chairman to resume the meeting, subject to the consent of the shareholders holding more than half of voting shares physically present at the shareholders’ general meeting. | A shareholders’ meeting convened by the audit committee shall be presided over by the convener of the audit committee. If the convener of the audit committee is unable or fails to perform his/her duty, a member of the audit committee shall be elected to preside over the meeting by more than half of the members of the audit committee.

A shareholders’ meeting convened by the shareholders shall be presided over by the convener or a representative nominated by him/her.

When the shareholders’ meeting is held, if the chairman of the meeting violates the rules of procedure, which renders the meeting unable to proceed, a person may be elected at the shareholders’ meeting to act as the chairman of the meeting to resume the meeting, subject to the consent of the shareholders with more than half of voting rights present at the shareholders’ meeting. |
| Article 100 The Company shall formulate the “Rules of Procedure of the General Meetings” to specify in details the convention and voting procedures of the meeting, which shall include the notice of meeting, registration, consideration of proposals, voting, count of votes, announcement of voting results, formulation of resolutions, minutes and signature thereon, and announcements, as well as the principles and scope of authorization granted to the board of directors by the general meeting, which shall be clear and specified. The “Rules of Procedure of the General Meetings” shall be formulated by the board of directors and approved by shareholders at the general meeting and as an appendix to these Articles. | Article 98 The Company shall formulate the “Rules of Procedure of the Shareholders’ Meetings” to specify in details the holding, convention and voting procedures of the meeting, which shall include the notice of meeting, registration, consideration of proposals, voting, count of votes, announcement of voting results, formulation of resolutions, minutes and signature thereon, and announcements, as well as the principles and scope of authorization granted to the board of directors by the shareholders’ meeting, which shall be clear and specified. The “Rules of Procedure of Shareholders’ Meetings” shall be included in or as an appendix to these Articles of Association, formulated by the board of directors and approved by shareholders at the shareholders’ meeting. |

I-60 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 101 At the annual general meeting, the board of directors and the supervisory committee shall report to the general meeting their respective works of the previous year. The supervisory committee shall make specific statements to the general meeting on the financial position and compliance of the Company. Each independent director shall also make his/her duty report.

The board of directors and the supervisory committee shall make specific statements to the general meeting on the performance appraisal and remunerations of the directors and supervisors, respectively.

The board of directors shall make specific statements to the general meeting on the execution of duties, performance appraisal and remunerations of the senior management. | Article 99 At the annual shareholders’ meeting, the board of directors shall report to the shareholders’ meeting its works of the previous year. Each independent director shall also make his/her duty report.

The board of directors shall make specific statements to the shareholders’ meeting on the performance appraisal and remunerations of the directors.

The board of directors shall make specific statements to the shareholders’ meeting on the execution of duties, performance appraisal and remunerations of the senior management. |
| Article 102 Directors, supervisors and senior management shall provide explanations and clarifications in response to inquiries and proposals made by shareholders at the shareholder’s general meeting, except where such matters involve the trade secrets of the Company. | Article 100 Directors and senior management shall provide explanations and clarifications in response to inquiries and proposals made by shareholders at the shareholders’ meeting, except where such matters involve the trade secrets of the Company. |

I-61 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 104 The general meeting shall have minutes which are recorded by the secretary to the board of directors and shall include the following details:

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

(2) the names of the chairman of the meeting, and the directors, supervisors, the General Manager (President) and other senior management attending or appearing before the meeting;

(3) the number of shareholders and proxies present at the meeting, total number of shares with voting rights held by them, and the percentage of shares with voting rights held by them to the total number of shares of the Company;

(4) the discussion, key points of speech and voting results for each proposal;

(5) any enquiries or suggestions raised by shareholders and the relevant reply or explanation;

(6) the names of the lawyer, the vote counter and the scrutineer;

(7) other details which shall be recorded in the minutes pursuant to these Articles. | Article 102 The shareholders’ meeting shall have minutes which are recorded by the secretary to the board of directors and shall include the following details:

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

(2) the names of the chairman of the meeting, and the directors and senior management attending or appearing before the meeting;

(4) the discussion, key points of speech and voting results for each proposal;

(5) any enquiries or suggestions raised by shareholders and the relevant reply or explanation;

(6) the names of the lawyer, the vote counter and the scrutineer;

(7) other details which shall be recorded in the minutes pursuant to these Articles. |

I-62 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 105 The convener shall ensure that the minutes are true, accurate and complete. The directors, supervisors and secretary to the board of directors who attended the meeting, the convener or his/her representative, and the chairman of the meeting shall sign the minutes of the meeting. The minutes of meeting together with the attendance record of shareholders present in person and the power of attorney of the proxies, and the relevant information of online voting and other means of voting shall be kept for 20 years.	Article 103 The convener shall ensure that the minutes are true, accurate and complete. The directors and secretary to the board of directors who attended or were present at the meeting, the convener or his/her representative, and the chairman of the meeting shall sign the minutes of the meeting. The minutes of meeting together with the attendance record of shareholders present in person and the power of attorney of the proxies, and the relevant information of online voting and other means of voting shall be kept for 20 years.
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.	Article 104 The convener shall ensure that a shareholders’ meeting is held without adjournment until the final resolution is reached. If the shareholders’ 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’ meeting as soon as possible or to terminate the shareholders’ 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.
Section 6 Voting and Resolutions at General Meetings	Section 7 Voting and Resolutions at Shareholders’ Meetings
Article 107 Resolutions of general meetings shall be classified into ordinary resolutions and special resolutions.
An ordinary resolution shall be passed by votes representing not less than half of the voting rights carried by the shareholders (including proxies) present at the meeting.
A special resolution shall be passed by votes representing not less than two-thirds of the voting rights carried by the shareholders (including proxies) present at the meeting.	Article 105 Resolutions of shareholders’ meetings shall be classified into ordinary resolutions and special resolutions.
An ordinary resolution shall be passed by votes representing more than half of the voting rights carried by the shareholders present at the meeting.
A special resolution shall be passed by votes representing not less than two-thirds of the voting rights carried by the shareholders present at the meeting.
“Shareholders” as referred to in this article shall include those appointing a proxy or proxies to attend the shareholders’ meeting.

I-63 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 108 The following matters require the passing of an ordinary resolution at a shareholders’ general meeting:	Article 106 The following matters require the passing of an ordinary resolution at a shareholders’ meeting:
(1) the work reports of the board of directors and the supervisory committee;	(1) the work report of the board of directors;
(2) the profit distribution plans and the loss recovery plans proposed by the board of directors;	(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;	(3) the appointment and removal of members of the board of directors, their remuneration and method of payment;
(4) the Company’s annual budget plan and final accounts plan;	(4) the annual reports of the Company;
(5) the annual reports of the Company;	(5) any matters other than those which are required by laws and administrative 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.
(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.

I-64 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 109 The following matters require the passing of a special resolution at a shareholders’ general meeting:	Article 107 The following matters require the passing of a special resolution at a shareholders’ 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;	(1) the increase or reduction of registered capital of the Company;
(2) the issue of bonds of the Company;	(2) the merger, division, spin-off, dissolution and liquidation of the Company;
(3) the merger, division, spin-off, dissolution and liquidation or change of the form of the Company;	(3) the amendment to these Articles;
(4) the amendment to these Articles;	(4) purchase or disposal of material assets or provision of guarantee by the Company to others within 1 year of a value exceeding 30% of the Company’s latest audited total assets;
(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;	(5) adoption of an equity-based incentive scheme; and
(6) repurchase of the Company’s shares;	(6) other matters specified by laws, administrative 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.
(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.

I-65 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
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.

When material matters affecting the interests of minority investors are deliberated at shareholders’ general meetings, their votes shall be counted separately. The results of the separate count should be publicly disclosed in a timely manner.

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 shareholders who purchase the voting shares of the Company in violation of Article 63(1) and (2) of the Securities Law shall not exercise the voting rights of the shares that exceed the prescribed ratio within 36 months after purchasing them, and such shares 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 hold voting shares of 1% or above or investor protection institutions established in accordance with laws, administrative regulations or requirements of the CSRC 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. | Article 108 Shareholders shall exercise their voting rights in respect of the number of voting shares they represent. Each share shall have one vote.

When material matters affecting the interests of minority investors are deliberated at shareholders’ meetings, their votes shall be counted separately. The results of the separate count should be publicly disclosed in a timely manner.

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’ meeting.

The board of directors, independent directors, and shareholders of the Company who hold voting shares of 1% or above or investor protection institutions established in accordance with laws, administrative regulations or requirements of the CSRC 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, unless otherwise specified under statutory provisions.

“Shareholders” as referred to in the first paragraph of this article shall include those appointing a proxy or proxies to attend the shareholders’ meeting. |

I-66 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
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.	Article 111 Vote cast at the shareholders’ 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.
Article 114 Request for voting by poll shall be honoured forthwith if it is in connection with the election of the chairman of the meeting or the adjournment of the meeting. Request for voting by poll on any other matters may be honoured at such time as the chairman of the meeting thinks fit, and the meeting and other businesses at the meeting may be proceeded with. The result of the poll shall be deemed to be a resolution of the meeting at which the poll was demanded.	Deleted
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.	Article 113 The chairman of the meeting shall announce the voting status and results of each proposal, and declare whether the proposal is passed based on the voting results.
Article 117 Unless in crisis or other special circumstances, the Company shall not, without prior approval of shareholders in a general meeting, enter into any contract with any person (other than a director, supervisor, the General Manager (President) and other senior management), pursuant to which such person shall be assigned the management and administration of the whole or any substantial part of its business.	Article 114 Unless in crisis or other special circumstances, the Company shall not, without approval at a shareholders’ meeting by way of special resolution, enter into any contract with any person (other than a director and senior management), pursuant to which such person shall be assigned the management and administration of the whole or any substantial part of its business.

I-67 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 118 Candidates for directors and supervisors shall be approved by the general meeting by way of proposals.

Where shareholder(s) of the Company solely or jointly hold with their associates 50% or more of the shares of the Company or the controlling shareholders controls 30% or more of the shares of the Company, the cumulative voting system shall be adopted for the election of two or more directors (including independent directors) and supervisors.

A cumulative voting system referred to in the preceding paragraph means a system of voting for the election of directors or supervisors at the general meeting in which voting rights of each share is equal to the number of directors or supervisors to be elected and the shareholder can aggregate his voting rights for voting. The board of directors shall notify the shareholders the biographies and basic information of the directors and supervisors to be elected. | Article 115 Candidates for directors shall be approved by the shareholders' meeting by way of proposals.

A cumulative voting system referred to in the preceding paragraph means a system of voting for the election of directors at the shareholders' meeting in which voting rights of each share is equal to the number of directors to be elected and the shareholder can aggregate his voting rights for voting. The board of directors shall notify the shareholders the biographies and basic information of the directors to be elected. |
| 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 120 Other than the matters to be decided by the cumulative voting system, the shareholders' 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' meeting shall not set any proposals aside or fail to put any proposal to a vote unless the shareholders' meeting is suspended or no resolutions can be made due to special reasons such as force majeure. |
| Article 124 No amendment shall be made to a proposal when it is considered at a general meeting. Amended proposal shall be treated as a new proposal and shall not be voted at the same general meeting. | Article 121 No amendment shall be made to a proposal when it is considered at a shareholders' meeting. Amended proposal shall be treated as a new proposal and shall not be voted at the same shareholders' meeting. |

I-68 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Newly added	Article 123 Voting at shareholders’ meetings shall be conducted by way of poll in registered form.
Article 126 Before voting on any proposal at a general meeting, two representatives of the shareholders shall be elected to participate in vote counting and scrutinizing. Any shareholder who has interests in the matter under consideration and proxies of such shareholder shall not participate in vote counting or scrutinizing.	Article 124 Before voting on any proposal at a shareholders’ meeting, two representatives of the shareholders shall be elected to participate in vote counting and scrutinizing. Any shareholder who is connected to the matter under consideration and proxies of such shareholder shall not participate in vote counting or scrutinizing.
Article 127 When shareholders are voting on any proposals at a general meeting, lawyers, shareholders’ representatives, supervisors’ representatives, auditors of the Company, the registrar for the overseas-listed foreign-invested shares listed in Hong Kong, and external auditors qualified as the auditors of the Company shall be severally or jointly responsible for vote counting and scrutinizing. The voting results shall be announced in the meeting and recorded in the minutes.

Shareholders or their proxies who voted via the internet or other ways shall have the right to check their voting results through the relevant voting system. | When shareholders are voting on any proposals at a shareholders’ meeting, lawyers, shareholders’ representatives, auditors of the Company, the registrar for the overseas-listed foreign-invested shares listed in Hong Kong, and external auditors qualified as the auditors of the Company shall be severally or jointly responsible for vote counting and scrutinizing. The voting results in respect of such resolutions shall be announced at the meeting and recorded in the minutes.

Shareholders or their proxies who voted via the internet or other ways shall have the right to check their voting results through the relevant voting system. |
| Article 128 The physical general meeting shall not be closed earlier than that held via the internet or otherwise. The chairman of the meeting shall announce the voting result of each proposal and whether the proposal is passed pursuant to voting results.

Prior to official announcement of the voting results, the Company and the vote counter, scrutineer, substantial shareholder(s), internet service provider and other relevant parties in relation to voting at the physical general meeting, meeting held via the internet or otherwise shall keep confidential of the voting results. | Article 125 The physical shareholders’ meeting shall not be closed earlier than that held via the internet or otherwise.

– I-69 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
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 shall be entitled to 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 127 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 shall be entitled to 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’ 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. |

I-70 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision

Articles After Revision

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.

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 128 The resolution of the shareholders’ 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) and whether the shareholders who are required to abstain from voting have abstained from voting, the voting method, the voting result of each proposal, the detailed content of each of the resolutions passed. |
| Newly added | Article 129 If a proposal is not passed, or if the resolution passed by the preceding shareholders’ meeting is changed by the current shareholders’ meeting, a special note shall be made in the announcement of the resolutions of the shareholders’ meeting. |
| Article 132 Where a general meeting has passed the proposals for electing directors or supervisors, unless otherwise specified in the resolutions of the general meeting, the newly elected directors and supervisors shall fill their positions after the relevant voting results are announced. | Article 130 Where a shareholders’ meeting has passed the proposals for electing directors, unless otherwise specified in the resolutions of the shareholders’ meeting, the newly elected directors shall fill their positions after the relevant voting results are announced. |

I-71 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 133 Where any proposals in relation to the distribution of profits, issue of bonus shares or capital increase by way of realization of capital reserve are passed at the general meeting, the Company shall implement the specific plan within 2 months from the closing of the general meeting.	Article 131 Where any proposals in relation to the distribution of profits, issue of bonus shares or capital increase by way of realization of capital reserve are passed at the shareholders’ meeting, the Company shall implement the specific plan within 2 months from the closing of the shareholders’ meeting.
Section 7 Special Procedures for Voting by Class Shareholders	Section 8 Special Procedures for Voting by Class Shareholders
Article 137 Shareholders of the affected class, whether or not having the right to vote at shareholders’ general meetings, shall have the right to vote at the class meeting in relation to any of the matters under circumstances (2) to (8) and (11) to (12) mentioned in Article 136, but interested shareholders shall not be entitled to vote at the relevant class meeting.

(An) interested shareholder(s) shall mean:

(1) in the case of a repurchase of shares by way of a general offer to all shareholders of the Company or by way of open transaction on a stock exchange pursuant to Article 27 of these Articles, a “controlling shareholder” defined in Article 316 of these Articles;

(2) in the case of a repurchase of shares by an over-the-counter agreement pursuant to Article 27 of these Articles, a holder of the shares to which such agreement relates;

(3) in the case of a proposed restructuring of the Company, a shareholder who assumes a relatively lower proportion of obligation than the obligations imposed on shareholders of that class or who has an interest in the proposed restructuring different from the general interests of the shareholders of that class. | Article 135 Shareholders of the affected class, whether or not having the right to vote at shareholders’ meetings, shall have the right to vote at the class meeting in relation to any of the matters under circumstances (2) to (8) and (11) to (12) mentioned in Article 134, but interested shareholders shall not be entitled to vote at the relevant class meeting.

(An) interested shareholder(s) shall mean:

(1) in the case of a repurchase of shares by way of a general offer to all shareholders of the Company or by way of open transaction on a stock exchange, a “controlling shareholder” defined in Article 303 of these Articles;

(2) in the case of a repurchase of shares by an over-the-counter agreement, a holder of the shares to which such agreement relates;

I-72 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Chapter 6 Directors and the Board of Directors	Chapter 6 Directors and the Board of Directors
Section 1 Directors	Section 1 General Rules of Directors
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 meetings, employees meetings or by other democratic means, and may be removed by shareholders’ general meetings or employee representatives meetings (including employees meetings 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 a 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. | Article 142 Non-employee directors of the Company shall be elected or replaced by shareholders’ meetings, and may be removed by shareholders’ meetings 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.

The term of office of a director shall commence on the date of assumption of office and expire upon the completion of the term of the current board of directors. If a director’s term expires and a new director has not been elected in a timely manner, the original director shall continue to perform his/her duties as a director in accordance with the provisions of laws, administrative regulations, departmental rules and these Articles of Association until the newly elected director assumes office.

The employees’ representatives on the board of directors shall be elected by the Company’s employees through employee representatives meeting, employees meeting or otherwise by democratic election, without being subject to consideration and approval at the shareholders’ meeting. |

I-73 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision

Articles After Revision

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

I-74 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 145 The directors shall comply with laws, regulations, departmental rules and these Articles and perform the following obligations of loyalty to the Company:

(1) not to abuse their powers to accept bribes or other illegal income and not to misappropriate the properties of the Company;

(2) not to misappropriate the money of the Company;

(3) not to deposit any assets or money of the Company in any accounts under their names or in the names of other persons;

(4) not to violate these Articles and lend the money of the Company to others or provide guarantee to others by charging the Company’s assets without approval of the shareholders’ general meetings or the board;

(5) not to enter into contracts or transactions with the Company in violation of these Articles or without approval of the shareholders’ general meeting;

(6) not to take advantage of their positions to obtain business opportunities which should be available to the Company for themselves or others, or to run their own or others’ business which is similar to the Company’s business without approval of the shareholders’ general meeting;

(7) not to take as their own any commission for transactions between any third party and the Company;

(8) not to disclose the secrets of the Company without consent;

(9) not to use their connected relationships to harm the interests of the Company; and | Article 143 The directors shall comply with the provisions of laws, administrative regulations and these Articles, and perform the obligations of loyalty to the Company, take measures to avoid conflicts between their own interests and the Company’s interests, and shall not use their powers to seek improper benefits.

The directors shall perform the following obligations of loyalty to the Company:

(1) not to misappropriate the properties of the Company, or not to misappropriate the money of the Company;

(2) not to deposit any money of the Company in any accounts under their names or in the names of other persons;

(3) not to abuse their powers to accept bribes or other illegal income;

(4) not to directly or indirectly enter into contracts or transactions with the Company without reporting to the board of directors or the shareholders’ meeting, and obtaining approval from the board of directors or the shareholders’ meeting by way of resolution in accordance with the provisions of these Articles;

(5) not to take advantage of their positions to obtain business opportunities which should be available to the Company for themselves or others, unless they have been reported to the board of directors or the shareholders’ meeting and obtained approval by a resolution at the shareholders’ meeting, or the Company cannot take advantage of such business opportunities in accordance with the provisions of laws, administrative regulations or these Articles; |

I-75 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(10) to be bound by other obligations of loyalty stipulated by laws, regulations, departmental rules and these Articles.

Income received by any directors in violation of this article shall be forfeited by the Company. Any directors who act in violation of this article shall be liable for compensation for any losses caused to the Company. | (6) not to run their own or others’ business which is similar to the Company’s business without reporting to the board of directors or the shareholders’ meeting and obtaining approval by a resolution at the shareholders’ meeting;

(7) not to take as their own any commission for transactions between any third party and the Company;

(8) not to disclose the secrets of the Company without consent;

(9) not to use their connected relationships to harm the interests of the Company; and

(10) to be bound by other obligations of loyalty stipulated by laws, administrative regulations, departmental rules and these Articles.

The provisions of sub-paragraph (4) of the second paragraph of this article shall apply to contracts or transactions entered into with the Company by close relatives of directors and senior management, enterprises directly or indirectly controlled by directors, senior management or their close relatives, and other connected persons who have other connected relationships with directors and senior management. |

I-76 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 146 The directors shall comply with laws, regulations, departmental rules and these Articles and perform the following obligations of diligence to the Company:

(1) to exercise prudently, conscientiously and diligently the rights granted by the Company to ensure that the Company’s commercial activities are in compliance with laws, regulations and the requirements of economic policies of China and that its commercial activities are within the scope stipulated in the business licence;

(2) to treat all shareholders equally and fairly;

(3) to understand the operation and management of the Company in a timely manner;

(4) to sign the written confirmation in respect of the regular reports of the Company and to ensure the truthfulness, accuracy, completeness, timeliness and fairness of the information disclosed by the Company;

(5) to honestly provide all relevant information and data required by the supervisory committee and not to prevent the supervisory committee or supervisors from performing their duties and powers; and

(6) to perform other obligations of diligence stipulated by laws, regulations, departmental rules and these Articles. | Article 144 The directors shall comply with laws, administrative regulations and these Articles, perform the obligations of diligence to the Company, and perform their duties with the reasonable care normally expected of a manager in the best interests of the Company.

The directors shall perform the following obligations of diligence to the Company:

(1) to exercise prudently, conscientiously and diligently the rights granted by the Company to ensure that the Company’s commercial activities are in compliance with laws, administrative regulations and the requirements of economic policies of China and that its commercial activities are within the scope stipulated in the business licence;

(2) to treat all shareholders equally and fairly;

(3) to understand the operation and management of the Company in a timely manner;

(4) to sign the written confirmation in respect of the regular reports of the Company and to ensure the truthfulness, accuracy and completeness of the information disclosed by the Company;

(5) to honestly provide all relevant information and data required by the audit committee and not to prevent the audit committee from performing its duties and powers; and

(6) to perform other obligations of diligence stipulated by laws, administrative regulations, departmental rules and these Articles. |

I-77 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision

Articles After Revision

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. 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 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 re-election.

Article 145 A director may resign before the expiry of his/her tenure. The resigning director shall submit to the Company a written resignation. The resignation shall take effect on the date the Company receives such written resignation, which shall be disclosed by the Company within two trading days. If the resignation of a director results in the number of members of the board of directors of the Company falling below the minimum quorum, the original director shall continue to perform his/her duties in accordance with the provisions of laws, administrative regulations, departmental rules and these Articles of Association until the newly elected director assumes office. Subject to the relevant laws, regulations and the regulatory rules of the jurisdiction in which the shares of the Company are listed, if a new director is elected at the shareholders' 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' meeting. Upon expiry of tenure, the director shall be eligible for re-election.

I-78 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 148 Within 10 days upon the resignation or the expiry of the tenure of a director, such director shall duly complete all handover procedures. Upon the resignation or expiry of his/her tenure, the faithful duties owed by such director to the Company and the shareholders shall not be automatically released. The obligation of confidentiality of such director in relation to any commercial secrets of the Company shall remain effective after the end of his/her tenure, until such commercial secrets become public information. The duration of other obligations shall be determined on the principle of fairness and depends on the length of time between the occurrence of the incident and the resignation, as well as the conditions and circumstances under which the director terminates his/her relationship with the Company.	Article 146 The Company shall establish the administrative rules for the departure of directors, specifying the safeguards for pursuing accountability and seeking compensation for unfulfilled public commitments and other outstanding matters. Upon resignation or the expiry of the tenure of a director, such director shall duly complete all handover procedures, and the faithful duties owed by such director to the Company and the shareholders shall not be automatically released upon the conclusion of such tenure. The obligation of confidentiality of such director in relation to any commercial secrets of the Company shall remain effective after the end of his/her tenure, until such commercial secrets become public information. The duration of other obligations shall be determined on the principle of fairness and depends on the length of time between the occurrence of the incident and the resignation, as well as the conditions and circumstances under which the director terminates his/her relationship with the Company. The responsibilities borne by directors for the performance of their duties during their tenure shall not be exempted or terminated due to their departure.
Newly added	Article 148 The shareholders’ meeting may resolve to remove non-employee directors, subject to compliance with relevant laws and regulations, and the removal shall take effect on the date of the resolution.
If a director is removed before the expiry of his/her tenure without justifiable reason, the director may request the Company to provide compensation.

I-79 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 151 Where a director violates any laws, regulations or these Articles when performing his/her duties and causes losses to the Company, such director shall be liable for compensation.	Article 150 Where a director causes damage to others when performing his/her duties for the Company, the Company shall be liable for compensation, in which case, the director who acts with intentional misconduct or gross negligence shall also be liable for compensation.

Where a director violates any laws, administrative regulations, departmental rules or these Articles when performing his/her duties and causes losses to the Company, such director shall be liable for compensation. |
| Article 152 Unless these Articles stipulated otherwise, the means and procedures of nomination of directors are:

(1) candidates for directorship may be nominated by the board of directors subject to a maximum number stipulated by these Articles based on the number of directors to be elected;

(2) the shareholder(s) individually or jointly holding not less than 3% of the Company’s shares may nominate candidate(s) for directorship, but the number of candidates shall not exceed the number stipulated in these Articles and the number of directors to be elected;

(3) a candidate for directorship shall make a written undertaking prior to the convening of the Company’s shareholders’ general meeting to confirm his/her acceptance of nomination and further undertake that his/her information contained in the nomination is true and complete and that he/she shall earnestly perform the director’s duties if elected; | Article 151 Unless these Articles stipulated otherwise, the means and procedures of nomination of non-employee directors are:

(1) candidates for directorship may be nominated by the board of directors subject to a maximum number stipulated by these Articles based on the number of directors to be elected;

(2) the shareholder(s) individually or jointly holding not less than 1% of the Company’s shares may nominate candidate(s) for directorship, but the number of candidates shall not exceed the number stipulated in these Articles and the number of directors to be elected;

(3) a candidate for directorship shall make a written undertaking prior to the convening of the Company’s shareholders’ meeting to confirm his/her acceptance of nomination and further undertake that his/her information contained in the nomination is true and complete and that he/she shall earnestly perform the director’s duties if elected; |

I-80 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(4) the written notice of the intent to nominate a candidate for directorship and the written notice by the candidate of his/her willingness to be elected shall be given to the Company 7 days prior to the date of the shareholders’ general meeting convened for the election;	(4) the written notice of the intent to nominate a candidate for directorship and the written notice by the candidate of his/her willingness to be elected shall be given to the Company 7 days prior to the date of the shareholders’ meeting convened for the election;
(5) the period allowed for the submission of nomination, notices and documents by the nominator and nominee shall be no less than 7 days from the next day after the notice of the shareholders’ general meeting is issued.	(5) the period allowed for the submission of nomination, notices and documents by the nominator and nominee shall be no less than 7 days from the next day after the notice of the shareholders’ meeting is issued.
Section 2 Independent Directors	Section 2 Independent Directors
Newly added	Article 153 Independent directors shall conscientiously perform their duties in accordance with the provisions of laws, administrative regulations, the CSRC, the stock exchange(s) in the place(s) where the Company’s shares are listed, and these Articles of Association. They shall play the roles of participation in decision-making, supervision, checks and balances, and professional consultation in the board of directors, to safeguard the Company’s interest as a whole, and to protect the lawful rights and interests of minority shareholders.

I-81 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
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 of the independent directors of the Company shall be an accounting professional.

Independent directors owe a duty of good faith and diligence to the Company and all shareholders. They shall conscientiously perform their duties in accordance with the relevant laws and regulations, the relevant requirements of the securities regulatory authorities and stock exchange(s) in the place where the Company’s shares are listed, and the requirements of these Articles. They shall play the roles of participation in decision-making, supervision, checks and balances, and professional consultation in the board of directors, to safeguard the Company’s interest as a whole, and to protect the lawful rights and interests of minority 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. An investor protection institution established in accordance with law may publicly request shareholders to appoint it to exercise the right to nominate independent directors on their behalf. | 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 of the independent directors of the Company shall be an accounting professional.

Independent directors owe a fiduciary duty and obligations of diligence to the Company and all shareholders, and shall prudently perform their following duties:

(1) to participate in the decision-making of the board of directors and express clear opinions on matters discussed;

(2) to supervise potential significant conflicts of interest between the Company and its controlling shareholders, de facto controllers, directors, and senior management, and protect the legitimate rights and interests of minority shareholders;

(3) to provide professional and objective advice on the Company’s operation and development, and promote the improvement of the decision-making level of the board of directors;

(4) to perform other duties stipulated by laws, administrative regulations, the securities regulatory agencies in the place(s) where the Company’s shares are listed, and these Articles of Association.

An investor protection institution established in accordance with law may publicly request shareholders to appoint it to exercise the right to nominate independent directors on their behalf. |

I-82 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 157 An independent director shall meet the following conditions:	Article 157 An independent director shall meet the following conditions:
(1) he/she shall have the qualifications of acting as a director of listed companies in accordance with laws, regulations, and the requirements of securities regulatory authorities and stock exchange(s) in the place where the Company’s shares are listed, and these Articles;	(1) he/she shall have the qualifications of acting as a director of listed companies in accordance with laws, regulations, and the requirements of securities regulatory authorities and stock exchange(s) in the place where the Company’s shares are listed, and these Articles;
(2) he/she shall have five years or more of experience in the areas of law, accounting or economics which is necessary in performing duties of an independent director;	(2) he/she shall have five years or more of experience in the areas of law, accounting or economics which is necessary in performing duties of an independent director;
(3) he/she shall have the basic knowledge of the operation of a listed financial enterprise and be well-acquainted with the relevant laws, regulations and rules, and shall have good reputation;	(3) he/she shall have the basic knowledge of the operation of a listed financial enterprise and be well-acquainted with the relevant laws, regulations and rules, and shall have good reputation;
(4) he/she shall have good personal character without major breach of trust or other adverse records;	(4) he/she shall have good personal character without major breach of trust or other adverse records;
(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; 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, and comply with the independence requirements stipulated in these Articles; and
(6) other conditions as stipulated by laws, regulations, securities regulatory authorities and stock exchange(s) in the place where the Company’s shares are listed, and these Articles.	(6) other conditions as stipulated by laws, regulations, securities regulatory authorities and stock exchange(s) in the place where the Company’s shares are listed, and these Articles.

I-83 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 158 An independent director must be independent and shall not be the person described in the following circumstances:	Article 158 An independent director must maintain his/her independence, and the following persons shall not serve as independent directors:
(1) persons who are employed by the Company or its subsidiaries and their spouses, parents and children, as well as affiliates with close social relationship;	(1) persons who are employed by the Company or its subsidiaries and their spouses, parents and children, as well as affiliates with close social relationship;
(2) persons who are employed by subsidiaries of the Company's controlling shareholders and de facto controllers and their spouses, parents and children;	(2) persons who are employed by subsidiaries of the Company's controlling shareholders and de facto controllers and their spouses, parents and children;
(3) persons who are employed by shareholder(s) directly or indirectly holding 5% or more of the Company's issued shares or the top five shareholders of the Company and their spouses, parents and children;	(3) persons who are employed by shareholder(s) directly or indirectly holding 5% or more of the Company's issued shares or the top five shareholders of the Company and their spouses, parents and children;
(4) natural person shareholders who directly or indirectly hold 1% or more of the Company's issued shares, or are the top 10 shareholders of the Company and their spouses, parents and children;	(4) natural person shareholders who directly or indirectly hold 1% or more of the Company's issued shares, or are the top 10 shareholders of the Company and their spouses, parents and children;
(5) persons who provide financial, legal, consultation or sponsorship services to the Company and its controlling shareholders and de facto controllers or any of their respective subsidiaries, including but not limited to all the project team personnel of the intermediary providing services, review personnel at all levels, personnel signing the report, partners, directors, senior management and principal persons;	(5) persons who provide financial, legal, consultation or sponsorship services to the Company and its controlling shareholders and de facto controllers or any of their respective subsidiaries, including but not limited to all the project team personnel of the intermediary providing services, review personnel at all levels, personnel signing the report, partners, directors, senior management and principal persons;

I-84 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(6) persons who have major business transactions with the Company and its controlling shareholders and de facto controllers or their respective subsidiaries, or are employed by entities and their controlling shareholders and de facto controllers with whom major business transactions are dealt with;	(6) persons who have major business transactions with the Company and its controlling shareholders and de facto controllers or their respective subsidiaries, or are employed by entities and their controlling shareholders and de facto controllers with whom major business transactions are dealt with;
(7) persons who had been the persons under the preceding six items in the past 12 months;	(7) persons who had been the persons under the preceding six items in the past 12 months;
(8) persons who are employed by other securities companies in a capacity other than independent directors; and	(8) persons who are employed by other securities companies in a capacity other than independent directors; and
(9) other persons specified by laws, regulations, the listing rules of the place where the Company’s shares are listed and these Articles.	(9) other persons specified by laws, regulations, the securities regulatory authorities and the stock exchange(s) in the place(s) where the Company’s shares are listed and these Articles.

I-85 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision

Articles After Revision

The term “affiliates with close social relationship” as stipulated in the preceding paragraph refers to siblings, spouses of siblings, parents of spouses, siblings of spouses, spouses of children, and parents of children’s spouses. The term “major business transactions” means matters which are required to be submitted to the shareholders’ general meeting of the Company for consideration in accordance with the listing rules of the place where the Company’s shares are listed or these Articles, or any other material matters recognized by the securities regulatory authorities or stock exchange(s) of the place where the Company’s shares are listed. The term “employed” refers to being employed as directors, supervisors, senior management and other staff. Subsidiaries of the Company’s controlling shareholders and de facto controllers exclude enterprises controlled by the same state-owned asset management organization as the Company and not forming a connected relationship with the Company in accordance with relevant regulations.

The term “affiliates with close social relationship” as stipulated in the preceding paragraph refers to siblings, spouses of siblings, parents of spouses, siblings of spouses, spouses of children, and parents of children’s spouses. The term “major business transactions” means matters which are required to be submitted to the shareholders’ meeting of the Company for consideration in accordance with the listing rules of the place where the Company’s shares are listed or these Articles, or any other material matters recognized by the securities regulatory authorities or stock exchange(s) of the place where the Company’s shares are listed. The term “employed” refers to being employed as directors, supervisors, senior management and other staff. Subsidiaries of the Company’s controlling shareholders and de facto controllers exclude enterprises controlled by the same state-owned asset management organization as the Company and not forming a connected relationship with the Company in accordance with relevant regulations.

The independent directors shall conduct an annual self-examination of their independence and submit the self-examination to the board of directors of the Company. The board of directors of the Company shall evaluate the independence of the incumbent independent directors and issue a specific opinion on an annual basis, which shall be disclosed at the same time as the annual report.

I-86 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision

Articles After Revision

Article 160 An independent director who fails to meet the conditions of office or the independence requirements after his/her appointment shall immediately cease to perform his/her duties and resign from his/her position. If an independent director fails to submit his/her resignation as scheduled, the board of directors shall immediately submit a request to the general meeting of the Company to relieve him/her of his/her duties as required after the board of directors has become aware of, or should have become aware of, the occurrence of such fact.

If an independent director fails to attend in person for two consecutive board meetings and does not appoint other independent directors to attend on his/her behalf, the board of directors shall propose the convening of a shareholders’ general meeting to dismiss such independent director’s position within 30 days from the date of such fact.

In the event that the proportion of independent directors on the board of directors or its special committees does not comply with the provisions of laws and regulations or the Articles of Association due to the resignation or dismissal of an independent director, or that there is a lack of accounting professionals among the independent directors, the Company shall complete the by-election within 60 days from the date of the aforesaid fact.

If an independent director is removed from office prior to the expiration of his/her term of office and believes that the reasons for removal are inappropriate, he/she may submit a dissenting opinion and the reasons therefor, and the Company shall disclose the same in a timely manner. | Article 160 An independent director who fails to meet the conditions of office or the independence requirements after his/her appointment shall immediately cease to perform his/her duties and resign from his/her position. If an independent director fails to submit his/her resignation as scheduled, the board of directors shall immediately submit a request to the shareholders’ meeting of the Company to relieve him/her of his/her duties as required after the board of directors has become aware of, or should have become aware of, the occurrence of such fact.

If an independent director fails to attend in person for two consecutive board meetings and does not appoint other independent directors to attend on his/her behalf, the board of directors shall propose the convening of a shareholders’ meeting to dismiss such independent director’s position within 30 days from the date of such fact.

In the event that the proportion of independent directors on the board of directors or its special committees does not comply with the provisions of laws and regulations or these Articles due to the resignation or dismissal of an independent director, or that there is a lack of accounting professionals among the independent directors, the Company shall complete the by-election within 60 days from the date of the aforesaid fact.

I-87 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision

Articles After Revision

An independent director may resign before the expiry of his/her tenure. A written resignation shall be submitted to the board of directors containing explanation on the matters related to his/her resignation or any other matters which, in his/her opinion, shall be brought to the notice of the shareholders and creditors of the Company. The Company shall disclose the reasons and concerns of the independent director’s resignation.

If the resignation of an independent director result in the proportion of independent directors of the Company or its special committees to fall below the proportion required by these Articles, such independent director shall continue to perform his/her duties in accordance with laws, regulations and these Articles until a new independent director is appointed and assumes office. The board of directors of the Company shall complete the by-election within 60 days from the date the independent director submits his/her resignation. | An independent director may resign before the expiry of his/her tenure. A written resignation shall be submitted to the board of directors containing explanation on the matters related to his/her resignation or any other matters which, in his/her opinion, shall be brought to the notice of the shareholders and creditors of the Company. The board of directors of the Company shall disclose the reasons and concerns of the independent director’s resignation.

(1) to independently engage an intermediary to conduct audit, consultation or check on specific matters of the Company;

(2) to propose the convening of extraordinary general meetings to the board of directors;

(3) to propose the convening of board meetings;

(4) to legally and publicly solicit shareholders’ rights from shareholders;

(5) to issue independent opinions on matters that may prejudice the interests of the Company or its minority shareholders; | Article 162 The independent directors shall exercise the following special functions and powers:

(1) to independently engage an intermediary to conduct audit, consultation or check on specific matters of the Company;

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

(3) to propose the convening of board meetings;

(4) to legally and publicly solicit shareholders’ rights from shareholders;

(5) to issue independent opinions on matters that may prejudice the interests of the Company or its minority shareholders; |

I-88 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(6) to perform other functions and powers stipulated by laws, administrative regulations, the requirements of securities regulatory authorities and listing rules of the place where the Company’s shares are listed and these Articles.	(6) to perform other functions and powers stipulated by laws, administrative regulations, the requirements of securities regulatory authorities and listing rules of the place where the Company’s shares are listed and these Articles.
The consent of a majority of all independent directors shall be obtained for the exercise of the functions and powers under items (1) to (3) of the preceding paragraph by an independent director.	The consent of a majority of all independent directors shall be obtained for the exercise of the functions and powers under items (1) to (3) of the preceding paragraph by an independent director.
If independent directors exercise the functions and powers under the first paragraph of this article, the Company shall make timely disclosure. Where the above functions and powers cannot be duly exercised, the Company shall disclose the specific situations and reasons.	If independent directors exercise the functions and powers under the first paragraph of this article, the Company shall make timely disclosure. Where the above functions and powers cannot be duly exercised, the Company shall disclose the specific situations and reasons.
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 duty report at an annual general meeting.	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) in the place(s) where the Company’s shares are listed, and submit their duty report at an annual shareholders’ meeting.
Any independent director who fails to perform his duties shall undertake the corresponding responsibilities.	Any independent director who fails to perform his duties shall undertake the corresponding responsibilities.

I-89 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Newly added	Article 163 The following matters shall be submitted to the board of directors for consideration and approval after being approved by more than half of all independent directors of the Company:

(1) related party transactions that should be disclosed;

(2) plans for the Company and relevant parties to change or waive commitments;

(3) decisions made and measures taken by the board of directors of a listed company subject to a takeover offer in response to such acquisition;

(4) other matters stipulated by laws, administrative regulations, securities regulatory authorities in the place(s) where the Company’s shares are listed, the listing rules and these Articles. |
| Newly added | Article 164 The Company shall establish a special meeting mechanism composed entirely of independent directors. When the board of directors considers matters such as related party transactions, such matters shall be subject to prior approval by the special meeting of independent directors.

The Company shall convene special meetings of independent directors on a regular or irregular basis. The matters listed in items (1) to (3) of the first paragraph of Article 162 and Article 163 of these Articles shall be considered and approved by a special meeting of independent directors. |

I-90 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision

Articles After Revision

Special meetings of independent directors may discuss other matters of the Company as needed. A special meeting of independent directors shall be convened and chaired by an independent director jointly nominated by more than half of the independent directors; if the convener fails or is unable to perform his/her duties, two or more independent directors may convene the meeting themselves and nominate a representative to preside over the meeting.

Special meetings of independent directors shall prepare the minutes of the meeting as required, and the opinions of independent directors shall be clearly stated in the minutes of the meeting. Independent directors shall sign and confirm the minutes of the meeting.

The Company shall provide convenience and support for the convening of special meetings of independent directors. |
| Section 3 The Board of Directors | Section 3 The Board of Directors |
| Article 164 The Company shall have a board of directors accountable to the shareholders’ general meeting.

Article 165 The board of directors consists of 11 directors, in which the proportion of independent directors shall not be less than one-third with at least one independent director being an accounting professional. In addition, the board of directors has one employee director. The board of directors shall have a chairman and may have vice chairmen. | Article 166 The Company shall have a board of directors. The board of directors consists of 9 to 15 directors (including non-executive directors (independent directors included) and executive directors)), in which the proportion of independent directors shall not be less than one-third with at least one independent director being an accounting professional; and has one employee director. The board of directors shall have a chairman and one to two vice chairmen. |

I-91 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 166 The board of directors shall perform the following functions and powers:	Article 167 The board of directors shall perform the following functions and powers:
(1) to convene shareholders’ general meetings and to report its work to shareholders’ general meetings;	(1) to convene shareholders’ meetings and to report its work to shareholders’ meetings;
(2) to implement the resolutions passed at shareholders’ general meetings;	(2) to implement the resolutions passed at shareholders’ meetings;
(3) to determine the business operation plans and investment plans of the Company;	(3) to determine the business operation plans and investment plans of the Company;
(4) to formulate the annual budget plan and final accounts plan of the Company;	(4) to consider and approve the annual budget plan and final accounts plan of the Company;
(5) to formulate the profit distribution plans and loss recovery plans of the Company;	(5) to formulate the profit distribution plans and loss 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;	(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, acquisition of the Company’s shares or merger, division, dissolution and change of the form of the Company;	(7) to formulate plans for any substantial acquisition by the Company, acquisition 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, connected transactions and external donations within the scope of authorization given by shareholders’ general meetings;	(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, connected transactions and external donations within the scope of authorization given by shareholders’ meetings;

I-92 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(9) to formulate an equity-based incentive scheme of 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 organization;	(10) to decide on the establishment of the Company’s internal management organization;
(11) based on the nomination of the chairman of the board of directors, 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 of the board of directors or General Manager (President), to appoint or dismiss members of the executive committee, deputy general managers (vice presidents), the chief financial officer and other senior management; to determine their remunerations, awards and punishments;	(11) based on the nomination of the chairman of the board of directors, to decide on the appointment or dismissal of 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 of the board of directors or General Manager (President), to appoint or dismiss members of the executive committee, deputy general managers (vice presidents), the chief financial officer and other senior management; to determine their remunerations, awards and punishments;
(12) to formulate the basic management system of the Company;	(12) to formulate the basic management system of the Company;
(13) to formulate proposals for any amendments to these Articles;	(13) to formulate proposals for any amendments to these Articles;
(14) to manage the disclosure of information of the Company;	(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;	(15) to propose to shareholders’ meetings the appointment or dismissal of the accounting firm undertaking the audit of periodic reports for the Company;
(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;	(16) to report at an annual shareholders’ 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;

I-93 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(17) to hear the work report of the executive committee and to inspect the work of the executive committee;	(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);	(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, clean business management and internal control, to monitor, review and evaluate the establishment and implementation of the Company’s internal control systems, and to undertake responsibilities for the effectiveness of the risk management and internal control systems, as well as compliance management and clean business management of the Company;	(19) to perform duties related to compliance management, risk management, clean business management and internal control, to monitor, review and evaluate the establishment and implementation of the Company’s internal control systems, and to undertake responsibilities for the effectiveness of the risk management and internal control systems, as well as compliance management and clean business 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;	(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 to the shareholders’ general meeting for decision; and	(21) to prepare the proposal on the amount and distribution method of the emoluments of directors and to submit it to the shareholders’ meeting for decision;

I-94 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(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. | (22) to determine the goals for integrity practice management, and to be responsible for the effectiveness of the development of integrity culture and integrity practice management. The Company’s goals for integrity practice management are to establish and improve the Company’s integrity practice management system and mechanism, cultivate the concept of treating each other with sincerity and trustworthiness, and foster and promote an integrity culture; and

(23) any other functions and powers conferred by laws, administrative regulations, departmental rules, these Articles or the shareholders’ meeting.

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. |
| Article 167 The board of directors of the Company shall explain to the shareholders’ general meeting regarding the non-standard auditors’ advice given by a certified public accountant in relation to the financial report of the Company. | Article 168 The board of directors of the Company shall explain to the shareholders’ meeting regarding the non-standard auditors’ advice given by a certified public accountant in relation to the financial report of the Company. |
| Article 168 The board of directors shall formulate the “Rules of Procedure of the Board of Directors” to ensure the implementation by the board of directors of the resolutions of shareholders’ general meetings, to improve work efficiency and to make decision in a systematic manner. The “Rules of Procedure of the Board of Directors” formulated by the board of directors shall be annexed to these Articles after approval by the shareholders’ general meeting. | Article 169 The board of directors shall formulate the “Rules of Procedure of the Board of Directors” to ensure the implementation by the board of directors of the resolutions of shareholders’ meeting, to improve work efficiency and to make decision in a systematic manner. The “Rules of Procedure of the Board of Directors” formulated by the board of directors shall be annexed to these Articles after approval by the shareholders’ meeting. |

I-95 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision

Articles After Revision

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 shares of the Company are 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 a shareholders’ general meeting in accordance with Article 68 of these Articles;

(2) the provision of guarantee not required to be approved by a shareholders’ general meeting in accordance with Article 69 of these Articles; | Article 171 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, connected transactions and external donations, 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’ meeting for approval.

(1) the disposal of assets not required to be approved by a shareholders’ meeting in accordance with Article 67 of these Articles;

(2) the provision of guarantee not required to be approved by a shareholders’ meeting in accordance with Article 68 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 falls below 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; |

I-96 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(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 shares of the Company are listed;
(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.	(5) entrusted wealth management to be resolved by the board of directors in accordance with the disclosure requirements under the listing rules of the place where the shares of the Company are listed.
Article 171 When disposing fixed assets, the board of directors shall not, without prior approval of shareholders’ general meeting, dispose or agree to dispose of any fixed assets of the Company where the aggregate amount of the expected consideration for the proposed disposal and the proceeds from any such disposal of any fixed assets of the Company completed within four months immediately preceding the proposed disposal exceeds 33% of the value of fixed assets of the Company as shown in the latest balance sheet considered by the shareholders’ general meeting.

For the purposes of this article, disposal of fixed assets includes the transfer of interest in assets but does not include the charge of fixed assets as security.

The validity of a disposal of fixed assets by the Company shall not be affected by any breach of the first paragraph of this article. | Deleted |

I-97 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
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:

(1) he/she shall be of good conduct;

(2) he/she shall possess the professional competence required for engaging in securities fund business and master the relevant professional knowledge of securities fund business;

(3) he/she shall have not been sentenced to criminal punishment for a crime in the last 3 years;

(4) there are no circumstances as stipulated in Article 125(2) and (3) of the Securities Law and Article 15 of the Securities Investment Fund Law;

(5) his/her fund qualification has not been revoked by the CSRC or cancelled by the Asset Management Association of China in the last five years;

(6) no securities market prohibition measures have been taken against him/her by the CSRC or the enforcement period has expired; and

(7) other conditions stipulated by laws and regulations, relevant regulatory authorities and industry associations. | 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. |

I-98 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 173 The chairman of the board shall perform the following duties:

(1) to preside over shareholders’ general meetings and to convene and preside over board meetings;

(2) to supervise and examine the implementation of resolutions passed by the board;

(3) to execute share certificates, bonds and other marketable securities of the Company;

(4) to execute important documents of the board and other documents that shall be executed by the legal representative of the Company;

(5) to perform the duties of legal representatives;

(6) to exercise discretion in dealing with matters of the Company in compliance with legal requirements and in the interests of the Company in case of an emergency such as extraordinary natural disasters and other force majeure and report to the board and the shareholders’ general meeting thereafter; and

(7) to perform other duties entrusted by the laws, regulations, and listing rules of the place where the Company’s shares are listed and the board.

The board of directors shall prudently grant powers to the chairman. Routine or long-term authorizations shall be expressly stipulated in these Articles. Powers that are statutorily required to be exercised by the board of directors shall not be granted to the chairman or General Manager (President). | Article 173 The chairman of the board shall perform the following duties:

(1) to preside over shareholders’ meetings and to convene and preside over board meetings;

(2) to supervise and examine the implementation of resolutions passed by the board;

(3) to execute share certificates, bonds and other marketable securities of the Company;

(4) to execute important documents of the board and other documents that shall be executed by the legal representative of the Company;

(5) to perform the duties of legal representatives;

(7) to perform other duties entrusted by the laws, regulations, and listing rules of the place where the Company’s shares are listed and the board.

I-99 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 174 The vice chairman shall assist the chairman in performing his/her duties and shall perform the duties of the chairman when the chairman is unable or fails to perform his/her duties. If the vice chairman is unable or fails to perform his/her duties, a director shall be elected by more than half of the directors to take up his/her duties.	Article 174 The vice chairman of the Company shall assist the chairman in performing his/her duties and shall perform the duties of the chairman when the chairman is unable or fails to perform his/her duties. If the vice chairman is unable or fails to perform his/her duties, a director shall be elected by a majority of the directors to take up his/her duties.
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;

proposed by the supervisory committee;

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

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

proposed by the executive committee;

proposed by the General Manager (President);

proposed by the special committees under the board of directors; and

the circumstances specified by laws, regulations and the listing rules of the place where the shares of the Company are listed or the meeting convened at the request by the securities regulatory authorities. | Article 176 The chairman of the board of directors shall convene and preside over an extraordinary board meeting within 10 days upon receipt of the proposal(s) in one of the following circumstances:
(1) considered necessary by the chairman;
(2) jointly proposed by one-third or more of the directors;

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

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

proposed by the executive committee;

proposed by the General Manager (President);

proposed by special committees under the board of directors; and

I-100 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 178 A notice of meeting of the board of directors shall include the following information:	Article 178 A notice of meeting of the board of directors shall include the following information:
(1) the date and place of the meeting;	(1) the date and place of the meeting;
(2) the duration of the meeting;	(2) the duration of the meeting;
(3) the form of meeting;	(3) the form of meeting;
(4) the matters for discussion (proposals of the meeting);	(4) the proposals and reports to be considered and heard;
(5) the convenor and chairman of the meeting, proposer of the extraordinary meeting and his/her written proposals;	(5) the convenor and chairman of the meeting, proposer of the extraordinary meeting and his/her written proposals;
(6) the materials necessary for voting of directors;	(6) the materials necessary for voting of directors;
(7) the requirement that the directors shall attend the meeting in person or by proxy;	(7) the requirement that the directors shall attend the meeting in person or by proxy;
(8) contact person and methods of contact;	(8) contact person and methods of contact;
(9) date of the notice.	(9) date of the notice.
A verbal notice of meeting shall at least include items (1) and (3) above and an explanation of the emergency requiring to promptly convene an extraordinary board meeting.	A verbal notice of meeting shall at least include items (1) and (3) above and an explanation of the emergency requiring to promptly convene an extraordinary board meeting.

I-101 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision

Articles After Revision

Article 180 If any director has connection with the entity involved in the resolution of a board meeting, the director shall abstain from voting on the resolution and shall not vote on behalf of other director. The board meeting may be held when more than half of the attending directors have no connection with the entity. The resolution of the board meeting shall be passed by more than half of the non-connected directors. If the number of non-connected directors attending the meetings is less than three, the matter shall be submitted to the shareholders’ general meeting for approval.

Article 180 If any director has connection with the entity or individual involved in the resolution of a board meeting, such director shall submit a timely report in writing to the board of directors. The director that has connected interests shall abstain from voting on the resolution and shall not vote on behalf of other director. The board meeting may be held when more than half of the attending directors have no connection with the entity. The resolution of the board meeting shall be passed by more than half of the non-connected directors. If the number of non-connected directors attending the meetings of the board of directors is less than three, the matter shall be submitted to the shareholders’ meeting for approval.

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. | 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’ 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 audit 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. |

I-102 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Section 4 Special committees under the board of directors	Section 4 Special committees under the board of directors
Newly added	Article 185 The board of directors of the Company shall establish an audit committee to perform the functions and powers of the supervisory committee as stipulated in the Company Law, as detailed below:

(1) to examine the Company’s financial affairs;

(2) to supervise directors and senior management in performing their duties and to propose the removal of directors and senior management who violate any laws, administrative regulations, these Articles of Association or resolutions of shareholders’ meetings;

(3) to demand rectification from a director and a member of senior management who acts in a manner which is harmful to the Company’s interest;

(4) to propose the convening of an extraordinary shareholders’ meeting and to convene and preside over the shareholders’ meeting when the board fails to perform such duties under the Company Law;

(5) to propose any resolution to the shareholders’ meeting;

(6) to take legal actions against directors and senior management in accordance with the provisions of Rule 189 of the Company Law;

(7) to perform other duties and powers stipulated by laws, administrative regulations, securities regulatory authorities in the place(s) where the Company’s shares are listed and these Articles of Association. |

I-103 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision

Articles After Revision

Newly added

Article 186 The audit committee shall be composed of at least 3 directors who do not hold office as senior management in the Company, with independent directors forming the majority. The chairman (convener) of the committee shall be an accounting professional selected among the independent directors.

Newly added

Article 187 The audit committee shall be responsible for reviewing the Company's financial information and its disclosure, and supervising and evaluating internal and external audit work and internal control. The following matters shall be submitted to the board of directors for consideration and approval after being approved by more than half of all members of the audit committee: (1) disclosure of financial information in financial accounting reports and periodic reports, and internal control evaluation reports; (2) engagement or dismissal of accounting firms that conducts an audit business of periodic reports for the Company; (3) appointment or dismissal of the Company's financial controller; (4) changes to accounting policies, accounting estimates or corrections of significant accounting errors for reasons other than changes in accounting standards; (5) other matters stipulated by laws, administrative regulations, securities regulatory authorities in the place(s) where the Company's shares are listed and these Articles.

I-104 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Newly added	Article 188 The audit committee shall hold at least one meeting every quarter. An extraordinary meeting may be convened if proposed by two or more members, or if the convener deems it necessary. A meeting of the audit committee shall be held only if two-thirds or more of its members are present.

Resolutions of the audit committee shall be adopted by a majority vote of the members of the audit committee.

Voting on resolutions of the audit committee shall be conducted on a one-person, one-vote basis.

Resolutions of the audit committee shall be recorded in minutes of the meeting as required, and members of the audit committee attending the meeting shall sign the minutes of the meeting. |

I-105 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 185 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. Each of the special committees under the board of directors shall be composed 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.

Each of the special committees may engage external professionals to provide services and the reasonable cost arising therefrom shall be borne by the Company. | Article 189 In addition to the audit committee, the board of directors shall have a strategy and ESG development committee, a compliance and risk management committee, and a nomination and remuneration committee.

The special committees under the board of directors shall be composed of directors, subject to approval by the board of directors. The members of the special committees shall possess professional knowledge and experience relevant to their duties under the special committees.

Each of the special committees may engage external professionals to provide services and the reasonable cost arising therefrom shall be borne by the Company. |

I-106 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
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 rules of procedure to regulate the operation of the special committees and perform their duties accordingly. The rules of procedure shall be effective upon approval by the board of directors. | Deleted |

– I-107 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Newly added	Article 190 The strategy and ESG development committee is mainly responsible for conducting researches and making suggestions regarding the long-term development strategies, major investment decisions and ESG management of the Company.

For matters within the scope of the duties and powers as described above, the committee may submit proposals to the board of directors.

If the board of directors does not adopt or fully adopt the recommendations of the strategy and ESG development committee, it shall record the opinions of the strategy and ESG development committee and the specific reasons for not adopting them in the board resolution, and make a disclosure. |
| Newly added | Article 191 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.

For matters within the scope of the duties and powers as described above, the committee may submit proposals to the board of directors.

If the board of directors does not adopt or fully adopt the recommendations of the compliance and risk management committee, it shall record the opinions of the compliance and risk management committee and the specific reasons for not adopting them in the board resolution, and make a disclosure. |

– I-108 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision

Articles After Revision

Newly added

Article 192 The nomination and remuneration committee is primarily responsible for formulating selection criteria and procedures for directors and senior management, screening and reviewing candidates for directors and senior management and their qualifications, formulating and assessing performance standards for directors and senior management, and formulating and reviewing relevant aspects of remuneration policies and plans such as remuneration determination mechanisms, decision-making processes, payment and clawback arrangements for directors and senior management, and making recommendations to the board of directors on the following matters:

(1) nomination, appointment or removal of directors;

(2) appointment or dismissal of senior management;

(3) remuneration of directors and senior management;

(4) formulation or alteration of equity incentive plans, employee stock ownership plans, and the fulfillment of conditions for incentive recipients to be granted and exercise rights and interests;

(5) the arrangement of stock ownership plans for directors and senior management in the event of a proposed spin-off of a subsidiary;

(6) other matters stipulated by laws, administrative regulations, securities regulatory authorities in the place(s) where the Company’s shares are listed and these Articles. |

– I-109 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
	The nomination and remuneration committee shall be composed of more than half of independent directors, one of which shall serve as its chairman (convener). If the board of directors does not adopt or fully adopt the recommendations of the nomination and remuneration committee, it shall record the opinions of the nomination and remuneration committee and the specific reasons for not adopting them in the board resolution, and make a disclosure.
Newly added	Article 193 The board of directors shall formulate the rules of procedure for each of the special committees to regulate the operation of the special committees. The rules of procedure shall be effective upon approval by the board of directors.
Section 5 Secretary to the Board of Directors	Section 5 Secretary to the Board of Directors
Article 188 The secretary to the board of directors shall mainly perform the following duties:
(1) being responsible for the Company’s information disclosure affairs, coordinating the Company’s information disclosure work, organizing the formulation of the Company’s information disclosure affairs management system, and supervising the Company and relevant responsible personnel of information disclosure to ensure compliance with the information disclosure related regulations;	Article 195 The secretary to the board of directors shall mainly perform the following duties:
(1) being responsible for the Company’s information disclosure affairs, coordinating the Company’s information disclosure work, organizing the formulation of the Company’s information disclosure affairs management system, supervising the Company and relevant responsible personnel of information disclosure to ensure compliance with the information disclosure related regulations, and collecting and reporting to the board of directors the information to be disclosed by the listed company;

I-110 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(2) being responsible for investor relations management and coordinating information communication between the Company and securities regulatory authorities, investors and de facto controllers, intermediaries, media, etc;	(2) being responsible for investor relations management and coordinating information communication between the Company and securities regulatory authorities, investors and de facto controllers, intermediaries, media, etc;
(3) preparing and organizing board meetings and shareholders’ general meetings, attending shareholders’ general meetings, board meetings, supervisory committee meetings and senior management related meetings, and taking and signing minutes of board meetings;	(3) preparing and organizing board meetings and shareholders’ meetings, attending shareholders’ meetings, board meetings and senior management related meetings, and taking and signing minutes of board meetings;
(4) being responsible for the confidentiality of the Company’s disclosure of information, and reporting and making disclosure to the stock exchange immediately in the event of any leakage of material undisclosed information;	(4) being responsible for the confidentiality of the Company’s disclosure of information, and reporting and making disclosure to the stock exchange(s) in the place(s) where the Company’s shares are listed immediately in the event of any leakage of material undisclosed information;
(5) paying attention to media reports and taking the initiative to seek confirmation of the actual situation, and supervising the Company and other relevant entities to respond to the stock exchange’s inquiries in a timely manner;	(5) paying attention to media reports and taking the initiative to seek confirmation of the actual situation, and supervising the Company and other relevant entities to respond to the stock exchange’s inquiries in a timely manner;

I-111 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(6) organizing training for the Company’s directors, supervisors and senior management on relevant laws and regulations and the relevant provisions of the stock exchange(s), and assisting the aforesaid persons in understanding their respective duties in information disclosure;	(6) organizing training for the Company’s directors and senior management on relevant laws and regulations and the relevant provisions of the stock exchange(s), and assisting the aforesaid persons in understanding their respective duties in information disclosure;
(7) supervising the directors, supervisors and senior management to comply with laws and regulations, the relevant provisions of the stock exchange(s) and these Articles, and fulfilling the undertakings made by them in good faith. When it comes to his/her attention that the Company, directors, supervisors and senior management have made or may make a resolution that violates the relevant regulations, he/she shall remind them and immediately and truthfully report to the stock exchange(s);	(7) supervising the directors and senior management to comply with laws and regulations, the relevant provisions of the stock exchange(s) and these Articles, and fulfilling the undertakings made by them in good faith. When it comes to his/her attention that the Company, directors and senior management have made or may make a resolution that violates the relevant regulations, he/she shall remind them and immediately and truthfully report to the stock exchange(s);
(8) being responsible for the management of changes in the Company’s shares and their derivatives; and	(8) being responsible for the management of changes in the Company’s shares and their derivatives; and
(9) other duties required to be performed by laws and regulations, securities regulatory authorities and stock exchange(s) in the place where the Company’s shares are listed.	(9) other duties required to be performed by laws and regulations, securities regulatory authorities and stock exchange(s) in the place where the Company’s shares are listed.

I-112 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Chapter 7 Operation and Management Organization	Chapter 7 Operation and Management Organization
Section 1 Executive Committee	Section 1 Executive Committee
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, change 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; | Article 201 The executive committee of the Company shall perform the following duties according to the resolutions or relevant requirements of 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, change 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; |

I-113 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(7) to propose the establishment of internal management organization of the Company;	(7) to propose the establishment of internal management organization of the Company;
(8) to formulate the basic management system 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	(9) to decide on the appointment or dismissal of management personnel other than those to be appointed or dismissed by the board of directors;
(10) other duties commissioned by the board of directors.	(10) to take primary responsibility for overall risk management, ensuring the effective implementation of the relevant risk management requirements of the board of directors;
	(11) to prepare and approve the proposals on remuneration, reward and punishment of employees; and
	(12) other duties commissioned by the board of directors.

– I-114 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Section 2 General Manager (President) and Other Senior Management	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:	Article 206 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;	(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;	(2) to prepare and implement the Company’s annual operation plan and investment plan;
(3) to formulate rules and regulations for the Company;	(3) to formulate rules and regulations for the Company;
(4) to recommend to the board of directors the appointment or dismissal of senior management other than those required to be nominated by the chairman of the board of directors;	(4) to recommend to the board of directors the appointment or dismissal of senior management 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 to ensure that the Company satisfies the risk control indicators required by relevant regulatory authorities;	(5) to perform other duties commissioned by these Articles or the board of directors.
(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.
The General Manager (President) may present at the board meetings but shall have no voting right if he/she is not a director.

I-115 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
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 207 The provisions of these Articles regarding circumstances in which a person shall not serve as a director and the administrative rules for the departure shall also apply to senior management.

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 206 The General Manager (President) and other senior management may resign before the expiration of their terms of office. The resignation procedure and method for the General Manager (President) and other senior management are set out in the service contracts entered into between the General Manager (President) or other senior management and the Company. The Company shall enter into service contracts with the General Manager (President) and other senior management to specify their terms of office, performance appraisal, remuneration packages, causes for dismissal, rights and obligations of both parties and liability for breach of contract. If the General Manager (President) fails to perform his or her duties or is vacant, other senior management of the Company, as designated by the board of directors, may perform the duties on his or her behalf. | Article 213 The senior management of the Company may resign before the expiration of their terms of office. The resignation procedure and method for senior management of the Company are set out in the service contracts entered into between the senior management of the Company and the Company. The Company shall enter into service contracts with the senior management of the Company to specify their terms of office, performance appraisal, remuneration packages, causes for dismissal, rights and obligations of both parties and liability for breach of contract. If the General Manager (President) fails to perform his or her duties or is vacant, other senior management of the Company, as designated by the board of directors, may perform the duties on his or her behalf. |

I-116 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision

Articles After Revision

The performance-based annual remuneration of the senior management of the Company shall be determined by the board of directors in accordance with the performance appraisal results. Payment of not less than 40% of the remuneration shall be deferred for a period not less than three years. The deferred payment of remuneration shall be divided equally. Laws and regulations or provisions formulated by the state authorities shall prevail if otherwise provided.

If a senior management officer fails to perform duties in a diligent manner, resulting in significant violation of laws and regulations or material risk exposure of the Company, the Company shall suspend the payment of all or part of his or her outstanding performance-based annual remuneration.

The General Manager (President) shall be obliged to perform his or her duties in good faith and diligence in accordance with the laws and regulations and these Articles. | The performance-based annual remuneration of the senior management of the Company shall be determined by the board of directors in accordance with the performance appraisal results. Payment of not less than 40% of the remuneration shall be deferred for a period not less than three years. The deferred payment of remuneration shall be divided equally. Laws and regulations or provisions formulated by the state authorities shall prevail if otherwise provided. The senior management of the Company shall receive remuneration only from the Company and not have their remuneration paid on behalf of the Company by the controlling shareholder.

The General Manager (President) shall be obliged to perform his or her duties in good faith and diligence in accordance with the laws and regulations and these Articles. |
| Newly added | Article 214 The senior management of the Company shall faithfully perform their duties and safeguard the maximum interests of the Company and all shareholders.

Where the senior management of the Company causes damage to the interests of the Company and the public shareholders due to a failure to faithfully perform their duties or a violation of their fiduciary obligations, they shall be liable for compensation in accordance with the law. |

I-117 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
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.	Article 215 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 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 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, 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 audit 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.	If any senior management causes damage to a third party when performing his/her duties of the Company, the Company shall be liable for compensation, in which case such senior management that acts with intentional misconduct or gross negligence shall also be liable for compensation.
	If a senior management officer violates any laws, administrative regulations, departmental rules 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.

I-118 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Section 3 Chief Compliance Officer	Section 3 Chief Compliance Officer
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.	Article 217 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 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 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 regulatory authorities. The chief compliance officer shall have the qualifications required by the relevant regulatory authorities.	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.	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.

I-119 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
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. | 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.

I-120 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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	Chapter 8 Qualifications and Duties of the Directors and 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 143, 157, 158, 200 and 210 of these Articles, 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 were sentenced to criminal punishment for endangering national security, terrorism, corruption, bribery, embezzlement of property, misappropriation of property, crimes of a triad nature, or disrupting the socialist market economic order, or who have been deprived of political rights as a result of committing a crime;
(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;	Article 218 In addition to the conditions for the appointment of directors (including independent directors) and senior management as set out in Articles 141, 157, 158 and 207 of these Articles, the following persons shall not serve as directors or senior management of the Company:
(1) persons without civil capacity or with limited civil capacity;
(2) persons who were sentenced to criminal punishment for endangering national security, terrorism, corruption, bribery, embezzlement of property, misappropriation of property, crimes of a triad nature, or disrupting the socialist market economic order, or who have been deprived of political rights as a result of committing a crime, where less than five years have elapsed since the date of completion of the execution of such punishment, and in the case of a suspended sentence, less than two years have elapsed since the expiry of the probation period;
(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;

I-121 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(4) persons who were the legal representatives of an organization that has been taken over, revoked, declared bankrupt, had its business license revoked, or has been ordered to close down, for a period of less than five years from the date on which the organization has been taken over, revoked, declared bankrupt, or had its business license revoked, unless it can be proved that they are not personally liable for the organization being taken over, revoked, declared bankrupt, or having its business license revoked;	(4) persons who were the legal representatives of an organization that has been taken over, revoked, declared bankrupt, had its business license revoked, or has been ordered to close down, for a period of less than five years from the date on which the organization has been taken over, revoked, declared bankrupt, had its business license revoked, or had been ordered to close down, unless it can be proved that they are not personally liable for the organization being taken over, revoked, declared bankrupt, or had its business license revoked;
(5) persons who have a substantial amount of debts due and outstanding;	(5) persons who have a substantial amount of debts due and outstanding and are listed as judgement defaulters by the people’s court;
(6) persons who were subject to administrative penalties by the financial regulatory department for major violations of laws and regulations, or subject to the CSRC’s measures which prohibited them from entering into the securities market for a period of less than five years;	(6) persons who were subject to administrative penalties by the financial regulatory department for major violations of laws and regulations, or subject to the CSRC’s measures which prohibited them from entering into the securities market for a period of less than five years;
(7) persons in charge of stock exchange(s), securities registration and clearing institutions or directors, supervisors, senior management of securities companies, who were dismissed due to illegal acts or disciplinary violations, where less than five years have elapsed since the date of the dismissal;	(7) persons in charge of stock exchange(s), securities registration and clearing institutions or directors, supervisors, senior management of securities companies, who were dismissed due to illegal acts or disciplinary violations, where less than five years have elapsed since the date of the removal;

I-122 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(8) 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 acts or disciplinary violations, where less than five years have elapsed since the date of revocation of the practicing license or disqualification;	(8) 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 acts or disciplinary violations, where less than five years have elapsed since the date of revocation of the practicing license or disqualification;
(9) persons who were employees of stock exchanges, securities registration and clearing institutions, securities service institutions, securities companies and government officers, who have been dismissed for illegal acts or disciplinary violations;	(9) persons who were employees of stock exchanges, securities registration and clearing institutions, securities service institutions, securities companies and government officers, who have been dismissed for illegal acts or disciplinary offenses;
(10) government officers and other persons who are prohibited by laws and regulations to concurrently take up posts in a company;	(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 recognized as an unsuitable person by the CSRC or were subject to disciplinary action by the industry association for being unsuitable for engaging in the relevant business, the period of which has not yet expired;	(11) persons who were publicly recognized as unsuitable to serve as directors or senior management of listed companies by the CSRC or the stock exchange(s) in the place(s) where the Company’s shares are listed, or were subject to disciplinary action by the industry association for being unsuitable for engaging in the relevant business, the period of which has not yet expired;
(12) persons who are disqualified by the relevant regulatory authorities where less than three years have elapsed since the date of disqualification;	(12) persons who are disqualified by the relevant regulatory authorities where less than three years have elapsed since the date of disqualification;

I-123 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(13) persons who were investigated by the administrative authorities or the judicial authorities for suspected violation of law or crime, and no final opinion has been formed yet; and	(13) persons who were investigated by the administrative authorities or the judicial authorities for suspected violation of law or crime, and no final opinion has been formed yet; and
(14) other circumstances specified by laws, regulations or the listing rules of the place where the shares of the Company are listed.	(14) 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 directors and supervisors 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.	Any election or appointment of directors or appointment of senior management in contravention of this article shall be invalid. Any director or 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 and relieved from his/her duties.
	Where the chairman of the board of directors, the General Manager (President), chief compliance officer or other senior management of the Company is unable to perform his/her duties for any reason, the Company shall decide, within 15 working days, to have a person who meets the conditions for appointment to perform the duties on his/her behalf in accordance with the requirements of the Company Law and these Articles. Such person acting on behalf shall perform the duties with prudence, diligence and responsibility, and the acting period shall not exceed 6 months.
Article 241 The validity of the conduct of directors, the General Manager (President) or other senior management who act in good faith on behalf of the Company with respect to third parties shall not be affected by any irregularity in their appointment, election or qualification.	Article 219 The validity of the conduct of directors or senior management who act in good faith on behalf of the Company with respect to third parties shall not be affected by any irregularity in their appointment, election or qualification.

I-124 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
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 (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 145 and 146 of these Articles.	Article 220 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 and 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’ 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 143 and 144 of these Articles.
Article 243 Each of the Company’s directors, supervisors, General Manager (President) and other senior management owes a duty, in the exercise of his/her powers and discharge of his/her obligations, to exercise the care, diligence and skill that a reasonably prudent person would exercise in the comparable circumstances.	Article 221 Each of the Company’s directors and senior management owes a duty, in the exercise of his/her powers and discharge of his/her obligations, to exercise the care, diligence and skill that a reasonably prudent person would exercise in the comparable circumstances.

I-125 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 244 The directors, supervisors, General Manager (President) and other senior management of the Company shall perform their duties in accordance with the principle of fiduciary and shall not put themselves in a position where their duties and their interests may conflict. These principles include (but not limited to) the following:	Article 222 The directors and senior management of the Company shall perform their duties in accordance with the principle of fiduciary and shall not put themselves in a position where their duties and their interests may conflict. These principles include (but not limited to) the following:
(1) to act honestly in the best interests of the Company;	(1) to act honestly in the best interests of the Company;
(2) to exercise powers within the scope of their powers and not to exceed their authority;	(2) to exercise powers within the scope of their powers and not to exceed their authority;
(3) to exercise the discretion vested in them personally and not to allow themselves to act under the control of another and, unless and to the extent permitted by the laws, regulations or with the informed consent of shareholders at a shareholders’ general meeting, not to delegate to others for the exercise of their discretion;	(3) to exercise the discretion vested in them personally and not to allow themselves to act under the control of another and, unless and to the extent permitted by the laws, regulations or with the informed consent of shareholders at a shareholders’ meeting, not to delegate to others for the exercise of their discretion;
(4) to treat shareholders of the same class equally and to treat shareholders of different classes fairly;	(4) to treat shareholders of the same class equally and to treat shareholders of different classes fairly;
(5) not to enter into any contract, transaction or arrangement with the Company unless otherwise provided by these Articles or with the informed consent of shareholders at a shareholders’ general meeting;	(5) not to enter into any contract, transaction or arrangement with the Company unless otherwise provided by these Articles or with the informed consent of shareholders at a shareholders’ meeting;
(6) not to use the Company’s property for their own benefit without the informed consent of shareholders at a shareholders’ general meeting;	(6) not to use the Company’s property for their own benefit without the informed consent of shareholders at a shareholders’ meeting;

I-126 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(7) not to exploit their position to accept bribes or other illegal income or expropriate the Company’s property by any means, including (but not limited) to opportunities advantageous to the Company;	(7) not to exploit their position to accept bribes or other illegal income or expropriate the Company’s property by any means, including (but not limited) to opportunities advantageous to the Company;
(8) not to accept commissions in connection with the Company’s transactions without the informed consent of shareholders at a shareholders’ general meeting;	(8) not to accept commissions in connection with the Company’s transactions without the informed consent of shareholders at a shareholders’ meeting;
(9) to abide by these Articles, perform their duties faithfully and protect the Company’s interests, and not to exploit their position and power in the Company for their own interests;	(9) to abide by these Articles, perform their duties faithfully and protect the Company’s interests, and not to exploit their position and power in the Company for their own interests;
(10) not to compete with the Company in any way unless with the informed consent of shareholders at a shareholders’ general meeting;	(10) not to compete with the Company in any way unless with the informed consent of shareholders at a shareholders’ meeting;
(11) not to misappropriate the Company’s funds or lend such funds to others in violation of regulations, not to open accounts in their own name or other names for the deposit of the Company’s assets and not to provide guarantee in violation of regulations for debts of a shareholder of the Company or other individual(s) with the Company’s assets; and	(11) not to misappropriate the Company’s funds or lend such funds to others in violation of regulations, not to open accounts in their own name or other names for the deposit of the Company’s assets and not to provide guarantee in violation of regulations for debts of a shareholder of the Company or other individual(s) with the Company’s assets; and

I-127 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision

Articles After Revision

(12) unless otherwise permitted by informed shareholders at a shareholders’ general meeting, to keep confidential the information acquired by them in the course of and during their tenure, and not to use the information other than in furtherance of the interests of the Company, save that disclosure of such information to the court or other government authorities is permitted if the disclosure is:

by order of the law;
in the interests of the public; and
in the interest of the relevant director, supervisor, General Manager (President) or other senior management. | (12) unless otherwise permitted by informed shareholders at a shareholders’ meeting, to keep confidential the information acquired by them in the course of and during their tenure and not to use the information other than in furtherance of the interests of the Company, save that disclosure of such information to the court or other government authorities is permitted if the disclosure is:
by order of the law;
in the interests of the public; and
in the interest of the relevant director or senior management. |
I-128 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 245 A director, supervisor, the General Manager (President) and other senior management of the Company shall not procure any of the following persons or agencies (the “Related Parties”) to conduct any action which the directors, supervisors, General Manager (President) and other senior management of the Company are prohibited from:
(1) the spouse or minor child of such director, supervisor, General Manager (President) and other senior management;
(2) a trustee for such director, supervisor, General Manager (President) and other senior management or any person referred to in (1) above;
(3) a partner of such director, supervisor, General Manager (President) and other senior management or of any person referred to in (1) and (2);
(4) a company in which such director, supervisor, General Manager (President) and other senior management, alone or jointly with one or more persons referred to in above (1), (2) and (3) or with any of other directors, supervisors, General Manager (President) and other senior management of the Company, have de facto control; and
(5) any director, supervisor, General Manager and other senior management of a company referred to in (4) above.	Article 223 A director and senior management of the Company shall not procure any of the following persons or agencies (the “Related Parties”) to conduct any action which the directors and senior management of the Company are prohibited from:
(1) the spouse or minor child of such director and senior management;
(2) a trustee for such director and senior management or any person referred to in (1) above;
(3) a partner of such director and senior management or of any person referred to in (1) and (2);
(4) a company in which such director and senior management, alone or jointly with one or more persons referred to in above (1), (2) and (3) or with any of other directors and senior management of the Company, have de facto control; and
(5) any director and senior management of a company referred to in (4) above.

– I-129 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 246 The fiduciary duties of the directors, supervisors, General Manager (President) and other senior management of the Company do not cease with the termination of their tenure. The duty of confidentiality in relation to trade secrets of the Company survives the termination of their tenure. Other duties may continue for such period as fairly required depending on the time lapse between the termination and the act concerned and the circumstances under which the relationships between them and the Company are terminated.	Article 224 The fiduciary duties of the directors and senior management of the Company do not cease with the termination of their tenure. The duty of confidentiality in relation to trade secrets of the Company survives the termination of their tenure. Other duties may continue for such period as fairly required depending on the time lapse between the termination and the act concerned and the circumstances under which the relationships between them and the Company are terminated.
Article 247 Except otherwise specified in these Articles, a director, supervisor, the General Manager (President) and other senior management of the Company may be relieved of the liability for the breaches of his/her duty by the informed consent of the shareholders’ general meeting.	Article 225 Except otherwise specified in these Articles, a director and senior management of the Company may be relieved of the liability for the breaches of his/her duty by the informed consent of the shareholders’ meeting.
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.	Article 226 Where a director and 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.

I-130 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision

Articles After Revision

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) or 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.

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. | Unless the interested director or 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 or 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 or senior management concerned.

If the related party of the director or senior management of the Company has interests in any contract, transaction or arrangement, such director or senior management will be deemed to be so interested.

I-131 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 249 If, prior to the entering into of such contract, transaction or arrangement, a director, supervisor, General Manager (President) or other senior management of the Company has given to the board a notice in writing stating that, by reason of the facts specified in the notice, he/she will have interest in such contract, transaction or arrangement which may be entered into by the Company in the future, such director, supervisor, General Manager (President) and other senior management shall be deemed to have made such disclosure as stipulated in the preceding article of this Chapter to the extent as specified in the notice.	Article 227 If, prior to the entering into of such contract, transaction or arrangement, a director or senior management of the Company has given to the board a notice in writing stating that, by reason of the facts specified in the notice, he/she will have interest in such contract, transaction or arrangement which may be entered into by the Company in the future, such director and senior management shall be deemed to have made such disclosure as stipulated in the preceding article of this Chapter to the extent as specified in the notice.
Article 250 The Company shall not in any manner pay taxes on behalf of a director, supervisor, General Manager (President) and other senior management of the Company.
The Company shall not pay any fines or compensations on behalf of a director, supervisor or senior management which he/she shall be liable personally.	Article 228 The Company shall not pay any fines or compensations on behalf of a director or senior management which he/she shall be liable personally.
Article 251 The Company shall not, directly or indirectly, make a loan or provide any guarantee for a loan to a director, supervisor, the General Manager and other senior management of the Company or its parent company nor to any Related Parties of the aforementioned persons.	Article 229 The Company shall not, directly or indirectly, make a loan or provide any guarantee for a loan to a director and senior management of the Company or its parent company nor to any of the Related Parties of the aforementioned persons.

I-132 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision

Articles After Revision

The prohibition mentioned in the preceding paragraph shall not apply to the following circumstances: (1) a loan or a guarantee for a loan by the Company to its subsidiaries; (2) a loan or a guarantee for a loan or other funds to any of its directors, supervisors, General Manager (President) and other senior management by the Company to meet expenditure incurred or to be incurred by him/her in the interests of the Company or for the purpose of enabling him/her to perform duties for the Company in accordance with the terms of an employment contract approved by the shareholders’ general meeting.

The prohibition mentioned in the preceding paragraph shall not apply to the following circumstances: (1) a loan or a guarantee for a loan by the Company to its subsidiaries; (2) a loan or a guarantee for a loan or other funds to any of its directors and senior management by the Company to meet expenditure incurred or to be incurred by him/her in the interests of the Company or for the purpose of enabling him/her to perform duties for the Company in accordance with the terms of an employment contract approved by the shareholders’ meeting.

Article 253 A guarantee for a loan provided by the Company in breach of Article 251(1) of these Articles shall not be enforceable against the Company, unless: (1) the loan was provided to a Related Party of a director, supervisor, the General Manager (President) and other senior management of the Company or its parent company, and the lender was not aware of the relevant circumstances; (2) the collateral provided by the Company has been lawfully sold by the lender to a bona fide purchaser.

Article 231 A guarantee for a loan provided by the Company in breach of Article 229(1) of these Articles shall not be enforceable against the Company, unless: (1) the loan was provided to a Related Party of a director and senior management of the Company or its parent company, and the lender was not aware of the relevant circumstances; (2) the collateral provided by the Company has been lawfully sold by the lender to a bona fide purchaser.

I-133 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 255 In addition to the rights and remedies provided by the laws and regulations, where a director, supervisor, General Manager (President) or other senior management of the Company is in breach of his/her duties to the Company, the Company has the right to:	Article 233 In addition to the rights and remedies provided by the laws and regulations, where a director or senior management of the Company is in breach of his/her duties to the Company, the Company has the right to:
(1) claim damages from such director, supervisor, General Manager (President) or other senior management for losses incurred to the Company as a result of his/her dereliction of duty;	(1) claim damages from such director or senior management for losses incurred to the Company as a result of his/her dereliction of duty;
(2) rescind any contract or transaction entered into by the Company with the director, supervisor, General Manager (President) or other senior management or with a third party (where such third party knows or should have known that there is a breach of duties of such director, supervisor, General Manager (President) or other senior management);	(2) rescind any contract or transaction entered into by the Company with the director or senior management or with a third party (where such third party knows or should have known that there is a breach of duties of such director or senior management);
(3) require the director, supervisor, General Manager (President) or other senior management to surrender the profits made due to the breach of duties;	(3) require the director or senior management to surrender the profits made due to the breach of duties;
(4) recover any money received by the director, supervisor, General Manager (President) or other senior management which should have been received by the Company, including (but not limited to) commissions;	(4) recover any money received by the director or senior management which should have been received by the Company, including (but not limited to) commissions;
(5) require the payment of interest earned or which may have been earned by the director, supervisor, General Manager (President) or other senior management on the money that should have been paid to the Company.	(5) require the payment of interest earned or which may have been earned by the director or senior management on the money that should have been paid to the Company.

I-134 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 256 The Company shall establish a sound and effective performance appraisal system and remuneration management system for the directors, supervisors and senior management. The performance appraisal system and remuneration management system shall fully comply with the requirements of compliance management and risk management.

The Company shall enter into written contracts with each of the directors, supervisors, General Manager (President) and other senior management, and the contracts shall contain, inter alia, the following:

(1) the directors, supervisors, General Manager (President) and other senior management shall undertake to the Company to comply with the Company Law, the Special Regulations, these Articles, the Code on Takeovers and Mergers, the Share Repurchase Code and other requirements of the Hong Kong Stock Exchange and the Shanghai Stock Exchange, and shall confirm that the Company is entitled to take remedies provided in these Articles and the relevant contracts and posts shall not be transferred;

(2) the directors, supervisors, General Manager (President) and other senior management shall undertake to the Company to perform the responsibilities to shareholders in accordance with these Articles;

(3) the arbitration clauses set out in the Hong Kong Listing Rules. | Article 234 The Company shall establish a sound and effective performance appraisal system and remuneration management system for the directors and senior management. The performance appraisal system and remuneration management system shall fully comply with the requirements of compliance management and risk management.

The Company shall disclose the remuneration management information of the directors and the senior management, which shall at least include:

(1) the basic system and decision-making procedures for remuneration management;

(2) the total annual remuneration and distribution among directors and the senior management;

(3) deferred payment and non-cash payment of the remuneration. |

I-135 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
The Company shall enter into written contracts on issues regarding the remuneration with the directors and supervisors, and submit such contracts to the shareholders’ general meeting for approval. The abovementioned remuneration includes:

(1) remuneration for acting as the directors, supervisors, General Manager (President) or other senior management of the Company;

(2) remuneration for acting as the directors, supervisors or senior management of the subsidiaries of the Company;

(3) remuneration for other services offered for the management of the Company and its subsidiaries; and

(4) compensation for loss of position as a director or supervisor or for retirement from such positions.

Except otherwise provided in the abovementioned contracts, the directors and supervisors shall not take legal actions against the Company due to the foregoing issues.

The Company shall disclose the remuneration management information of the directors, supervisors and the senior management, which shall at least include:

(1) the basic system and decision-making procedures for remuneration management;

(2) the total annual remuneration and distribution among directors, supervisors and the senior management;

(3) deferred payment and non-cash payment of the remuneration. | |

– I-136 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Chapter 10 Financial and Accounting Systems, Profit Distribution and Audit	Chapter 9 Financial and Accounting Systems, Profit Distribution and Audit
Section 1 Financial and Accounting Systems	Section 1 Financial and Accounting Systems
Article 264 The Company shall not keep accounting books other than those required by law. The assets of the Company shall not be kept in accounts opened under the name of any individual.	Article 242 The Company shall not keep accounting books other than those required by law. The capital of the Company shall not be kept in accounts opened under the name of any individual.
Article 265 The Company can use profit before tax next year to offset loss for the current year; if the profit before tax of the next year is insufficient to offset the loss, the remaining loss may be carried forward to next subsequent years; loss carried forward period that exceeds the statutory pre-tax offset period can be offset by profit after income tax. For the year that the Company realizes the profit after tax (after offset loss, the same as below), the Company will appropriate the profit after tax in the following order: statutory surplus reserve, general risk reserve, transaction risk reserve and distribution to shareholders. 10% of the realized profit after tax of that year will be contributed to statutory surplus reserve. When the aggregate statutory surplus reserve has reached 50% or more of the Company’s registered capital, the Company may cease to make any further contribution. 10% of the realized profit after tax of that year shall be contributed to the general risk reserve. Not less than 10% of the realized profit after tax of that year shall be contributed to the transaction risk reserve.	Article 243 The Company can use profit before tax next year to offset loss for the current year; if the profit before tax of the next year is insufficient to offset the loss, the remaining loss may be carried forward to next subsequent years; loss carried forward period that exceeds the statutory pre-tax offset period can be offset by profit after income tax. For the year that the Company realizes the profit after tax (after offset loss, the same as below), the Company will appropriate the profit after tax in the following order: statutory surplus reserve, general risk reserve, transaction risk reserve and distribution to shareholders. 10% of the realized profit after tax of that year will be contributed to statutory surplus reserve. When the aggregate statutory surplus reserve has reached 50% or more of the Company’s registered capital, the Company may cease to make any further contribution. 10% of the realized profit after tax of that year shall be contributed to the general risk reserve. Not less than 10% of the realized profit after tax of that year shall be contributed to the transaction risk reserve.

I-137 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision

Articles After Revision

Subject to a resolution of the shareholders’

general meeting, the Company may also appropriate fund to a discretionary surplus reserve from profit after tax. The remaining profit after tax, after recovery of losses and appropriation of reserve fund and all reserves shall be distributed to shareholders in proportion to their shareholdings. If a general meeting violates the provisions inthe preceding paragraph of this article by distributing profits to shareholders beforethe Company has covered losses and madeallocations to the statutory reserve fund, the profits distributed in violation of the provisions must be returned to the Company. No profit shall be distributed in respect of the shares of the Company which are held by the Company. The gain in fair value of the Company’s distributable profit shall not be distributed to shareholders in cash. If the standards required by the relevant laws and regulations (such as the net capital debt ratio) are not met, no profit shall be distributed to shareholders. If the undistributed profit is negative, no profit shall be distributed to shareholders. If the capital reserve is negative, no cash distribution shall be made to shareholders.

Subject to a resolution of the shareholders’meeting, the Company may also appropriate fund to a discretionary surplus reserve from profit after tax. The remaining profit after tax, after recovery of losses and appropriation of reserve fund and all reserves, shall be distributed to shareholders in proportion to their shareholdings, exceptas otherwise stipulated in these Articlesfor distributions not made in proportionto shareholdings. If a shareholders’meeting violates the Company Law by distributing profits to the shareholders, the profits distributed in violation of the provisions shall be returned to the Company. If losses are caused to the Company as aresult thereof, the shareholders and theresponsible directors and seniormanagement shall be liable forcompensation. No profit shall be distributed in respect of the shares of the Company which are held by the Company. The gain in fair value of the Company’s distributable profit shall not be distributed to shareholders in cash. If the standards required by the relevant laws and regulations (such as the net capital debt ratio) are not met, no profit shall be distributed to shareholders. If the undistributed profit is negative, no profit shall be distributed to shareholders. If the capital reserve is negative, no cash distribution shall be made to shareholders.

I-138 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 266 The reserves of the Company shall be applied to make up accumulated losses, to expand the production and operation of the Company or to increase the capital of the Company, provided that the capital reserve shall not be applied to make up losses of the Company.

The statutory surplus reserve after capitalization shall not be less than 25% of the registered capital of the Company before the capitalization. | Article 244 The reserves of the Company shall be applied to make up accumulated losses, to expand the production and operation of the Company or to be converted into an increase in the registered capital of the Company.

To make up for losses of the Company with reserves, the discretionary reserve and statutory reserve shall be used first; if the losses still cannot be made up, capital reserve may be used in accordance with relevant provisions.

The statutory surplus reserve after being converted into an increase in registered capital shall not be less than 25% of the registered capital of the Company before the capitalization. |
| Article 270 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. If an independent director considers that the specific plan of cash dividend may harm the rights and interests of the Company or minority shareholders, he/she shall have the right to express independent opinions. If the board of directors fails to adopt or does not fully adopt the opinions of the independent directors, it shall record the opinions of the independent directors and the specific reasons for not adopting them in the resolution of the board of directors of the Company, and disclose the same. | Article 248 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 and independent directors, and form a special resolution on the basis of providing continuous and stable returns to all shareholders and submit it to the shareholders’ meeting for consideration. If an independent director considers that the specific plan of cash dividend may harm the rights and interests of the Company or minority shareholders, he/she shall have the right to express independent opinions. If the board of directors fails to adopt or does not fully adopt the opinions of the independent directors, it shall record the opinions of the independent directors and the specific reasons for not adopting them in the resolution of the board of directors of the Company, and disclose the same. |

I-139 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(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.	(2) When convening the shareholders’ 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 under special circumstances, the Company shall disclose the specific reasons for this in the annual report of the Company. If the Company has the ability to pay dividends during the annual reporting period but does not pay dividends or the proportion of dividends to the net profit attributable to the shareholders of the Company in the current period is low, the Company shall disclose the specific reasons for the failure to pay cash dividends or the low level of cash dividends in the announcement of the board of directors when deliberating and approving the annual report.	(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 under special circumstances, the Company shall disclose the specific reasons for this in the annual report of the Company. If the Company has the ability to pay dividends during the annual reporting period but does not pay dividends or the proportion of dividends to the net profit attributable to the shareholders of the Company in the current period is low, the Company shall disclose the specific reasons for the failure to pay cash dividends or the low level of cash dividends in the announcement of the board of directors when deliberating and approving the annual report.
(4) The supervisory committee of the Company shall supervise the implementation of the dividend policy by the board of directors and the business management, as well as the plan of shareholders’ return and the decision-making procedures.	(4) The audit committee of the Company shall supervise the implementation of the dividend policy by the board of directors and the business management, as well as the plan of shareholders’ return and the decision-making procedures.

I-140 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Section 2 Internal Audit	Section 2 Internal Audit
Article 274 The Company shall appoint receiving agents in Hong Kong on behalf of the holders of overseas listed foreign shares to receive and keep on behalf of the relevant shareholders the dividends declared and all other monies payable in connection with the overseas listed foreign shares, and make the payment to such shareholders.

The receiving agents appointed by the Company shall comply with the laws or relevant requirements of the stock exchange(s) of the place where the shares of the Company are listed. | Article 252 The Company shall appoint receiving agents in Hong Kong on behalf of the holders of overseas listed foreign shares to receive and keep on behalf of the relevant shareholders the dividends declared and all other monies payable in connection with the overseas listed foreign shares, and make the payment to such shareholders.

The receiving agents appointed by the Company shall comply with the laws or relevant requirements of the stock exchange(s) of the place where the shares of the Company are listed. |
| Article 276 The Company shall adopt an internal audit system and designate auditors to supervise the internal audit of the Company’s financial income and expenses as well as its business activities. | Article 254 The Company shall adopt an internal audit system, which clarifies the leadership system, duties and powers, staffing, financial support, application of audit results and accountability for internal audit work.

The internal audit system of the Company shall be implemented upon approval by the board of directors and disclosed to the public. |
| Newly added | Article 255 The internal audit institution of the Company shall supervise and inspect matters such as the Company’s business activities, risk management, internal control and financial information.

The internal audit institution of the Company shall maintain its independence, be staffed with dedicated auditors, and shall not be placed under the leadership of the finance department of the Company or share office space and resources with it. |
| Newly added | Article 256 The internal audit institution shall be accountable to the board of directors.

The internal audit institution shall be subject to the supervision and guidance of the audit committee during its supervision and inspection of the Company’s business activities, risk management, internal control and financial information. If the internal audit institution identifies any significant problems or clues, it shall immediately report directly to the audit committee. |

I-141 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Newly added	Article 257 The internal audit institution shall be responsible for the specific organization and implementation of the Company’s internal control evaluation. The Company shall issue its annual “Internal Control Evaluation Report” based on the evaluation report and relevant information issued by the internal audit institution and approved by the audit committee.
Newly added	Article 258 The internal audit institution shall actively cooperate with and provide necessary support and assistance when the audit committee communicates with external audit entities such as accounting firms and national audit agencies.
Article 277 The internal audit system of the Company and the duties of its auditors shall come into effect upon the approval of the board of directors. The person in charge of audit shall be accountable and report to the board of directors.	Article 259 The audit committee shall participate in the assessment of the person in charge of internal audit.
Section 3 Appointment of Accounting Firm	Section 3 Appointment of Accounting Firm
Article 278 The Company shall appoint an independent accounting firm that complies with the relevant national requirements to audit its financial statements, verify its net assets, audit risk control indicators and provide other relevant consultancy services.	Article 260 The Company shall appoint an accounting firm that complies with the requirements of the Securities Laws to audit its financial statements, verify its net assets, audit risk control indicators, and provide other relevant consultancy services.

The accounting firm mentioned in this section refers to the accounting firm that undertakes the audit of the periodic reports for the Company. |

I-142 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 282 The Company shall ensure that the accounting vouchers, accounting books, financial and accounting reports, and other accounting information provided to the accounting firm appointed by it are true and complete. The Company shall not refuse to provide or conceal information and shall not provide false statement.

The remuneration of the accounting firm or the manner in which such firm is to be remunerated shall be determined by the general meeting. The remuneration of the accounting firm appointed by the board of directors shall be determined by the board of directors. | Article 264 The Company shall ensure that the accounting vouchers, accounting books, financial and accounting reports, and other accounting information provided to the accounting firm appointed by it are true and complete. The Company shall not refuse to provide or conceal information and shall not provide false statement. |
| | Article 265 The audit fees of the accounting firm shall be determined by the shareholders’ meeting. |
| 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. | Article 266 The appointment or removal of an accounting firm by the Company shall be decided by the shareholders’ meeting. The board of directors shall not appoint an accounting firm before the decision of the shareholders’ meeting is made. |
| Article 284 If an accounting firm resigns from its position, it shall explain to the general meeting whether there have been any improprieties on the part of the Company. | Article 267 A 30-day 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 allowed to make representations at the relevant shareholders’ meeting where the resolution to remove such accounting firm will be voted on. If an accounting firm resigns from its position, it shall explain to the shareholders’ meeting whether there have been any improprieties on the part of the Company. |

– I-143 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Chapter 12 Notices and Announcements	Chapter 11 Notices and Announcements
Section 1 Notices	Section 1 Notices
Article 288 Notices of the Company shall be delivered by the following means:

(1) by hand;

(2) by mail;

(3) by fax or email;

(4) subject to laws, regulations and the listing rules of the place in which the shares of the Company are listed, by publishing information on the website of the Company or any such website as designated by the stock exchanges;

(5) by announcement;

(6) by other means agreed by the Company or the addressees in advance or other means as ratified by the addressees after receipt of the notices;

(7) by other means recognized by regulatory authorities of the place in which the shares of the Company are listed or required by these Articles. | Article 271 Notices of the Company shall be delivered by the following means:

(1) by hand;

(2) by mail;

(3) by fax or email;

(5) by announcement;

(6) by other means agreed by the Company or the addressees in advance or other means as ratified by the addressees after receipt of the notices;

(7) by other means recognized by regulatory authorities of the place in which the shares of the Company are listed or required by these Articles. |

I-144 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Section 2 Announcements	Section 2 Announcements
Article 291 The Company shall issue an announcement and disclose information to holders of domestic shares in newspapers and on 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 announcements shall also be published in such manner as required by the Hong Kong Listing Rules.	Article 274 The Company shall select designated media and websites for publishing the announcements of the Company and other information required to be disclosed in accordance with relevant provisions of the securities regulatory authorities and stock exchange(s) in the place(s) where the shares of the Company are listed.
Chapter 13 Merger, Division, Capital Increase, Capital Reduction, Dissolution and Liquidation	Chapter 12 Merger, Division, Capital Increase, Capital Reduction, Dissolution and Liquidation
Section 1 Merger, Division, Capital Increase and Capital Reduction	Section 1 Merger, Division, Capital Increase and Capital Reduction
Newly added	Article 277 Where the consideration paid for the merger of the Company does not exceed 10% of the Company's net assets, a resolution of the shareholders' meeting may not be required, unless otherwise provided in these Articles.

If the Company merges without a resolution of the shareholders' meeting in accordance with the preceding paragraph, a resolution of the board of directors shall be required. |

I-145 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision

Articles After Revision

Article 294 In the event of a merger of the Company, the merging parties shall execute a merger agreement and prepare a balance sheet and an inventory of assets. The Company shall notify its creditors within 10 days from the date of the merger resolution and shall publish an announcement in newspapers or by other means within 30 days from the date of the merger resolution. The creditors may, within 30 days after receipt of notice, or within 45 days from the date of the announcement if they do not receive such notice, demand that the Company repay its debts in full or provide a corresponding guarantee.

Article 278 In the event of a merger of the Company, the merging parties shall execute a merger agreement and prepare a balance sheet and an inventory of assets. The Company shall notify its creditors within 10 days from the date of the merger resolution and shall publish an announcement in newspapers that meets the relevant requirements or on the National Enterprise Credit Information Publicity System within 30 days from the date of the merger resolution. The creditors may, within 30 days after receipt of notice, or within 45 days from the date of the announcement if they do not receive such notice, demand that the Company repay its debts in full or provide a corresponding guarantee.

Article 296 Where there is a division of the Company, its assets shall be divided accordingly.

In the event of a division of the Company, the parties to the division shall execute a division agreement and prepare a balance sheet and an inventory of assets. The Company shall notify its creditors within 10 days from the date of the division resolution and shall publish an announcement in newspapers or by other means within 30 days from the date of the division resolution. | Article 280 Where there is a division of the Company, its assets shall be divided accordingly.

In the event of a division of the Company, a balance sheet and an inventory of assets shall be prepared. The Company shall notify its creditors within 10 days from the date of the division resolution and shall publish an announcement in newspapers that meets the relevant requirements or on the National Enterprise Credit Information Publicity System within 30 days from the date of the division resolution. |

I-146 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 298 Where the Company proposes to reduce its registered capital, it shall prepare a balance sheet and an inventory of assets.

The Company shall notify its creditors within 10 days from the date of the resolution for reduction of registered capital and shall publish an announcement in newspapers or by other means within 30 days from the date of such resolution. The creditors shall have the right, within 30 days after receipt of the notice or, in the case of a creditor who does not receive such notice, within 45 days from the date of the announcement, to demand that the Company repay its debts in full or to provide a guarantee for such debt.

The registered capital of the Company after reduction shall not be less than the statutory minimum amount. | Article 282 Where the Company reduces its registered capital, it shall prepare a balance sheet and an inventory of assets.

The Company shall notify its creditors within 10 days from the date of the resolution made by the shareholders’ meeting for reduction of registered capital and shall publish an announcement in newspapers that meets the relevant requirements or on the National Enterprise Credit Information Publicity System within 30 days from the date of such resolution. The creditors shall have the right, within 30 days after receipt of the notice or, in the case of a creditor who does not receive such notice, within 45 days from the date of the announcement, to demand that the Company repay its debts in full or to provide a guarantee for such debt.

The registered capital of the Company after reduction shall not be less than the statutory minimum amount.

Unless otherwise provided by laws or these Articles, where the Company reduces its registered capital, the capital contributions or shares shall be reduced proportionately according to the proportion of shares held by shareholders. |

I-147 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision

Articles After Revision

Newly added

Article 283 If the Company still has losses after making up for losses in accordance with the provisions of paragraph 2 under Article 244 of these Articles, it may reduce its registered capital to cover the losses. If the registered capital is reduced to cover losses, the Company shall not make distributions to shareholders, nor shall it exempt shareholders from the obligation to pay capital contributions or share payments.

Where the registered capital is reduced in accordance with the preceding paragraph, the provisions of paragraph 2 under Article 282 of these Articles shall not apply, but an announcement shall be published in newspapers that meets the relevant requirements or on the National Enterprise Credit Information Publicity System within 30 days from the date of the resolution made by the shareholders’ meeting for reduction of registered capital.

After the Company reduces its registered capital in accordance with the preceding two paragraphs, it shall not distribute profits until the aggregate amount of statutory reserve and discretionary reserve reaches 50% of the Company’s registered capital. |
| Newly added | Article 284 Where the registered capital is reduced in violation of the Company Law and other relevant provisions, shareholders shall return the funds received, and any reduction or exemption of shareholders’ capital contributions shall be restored to their original state; if losses are caused to the Company, shareholders and the responsible directors and senior management shall be liable for compensation. |

I-148 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Newly added	Article 285 When the Company issues new shares to increase its registered capital, shareholders shall not have pre-emptive subscription rights, unless otherwise provided in these Articles or resolved by the shareholders’ meeting that shareholders shall have such pre-emptive subscription rights.
Section 2 Dissolution and Liquidation	Section 2 Dissolution and Liquidation
Article 300 The Company shall be dissolved and liquidated according to laws upon the occurrence of any of the following events:
(1) a resolution on dissolution is passed by shareholders at a general meeting;
(2) dissolution is required due to the merger or division of the Company;
(3) the Company’s business license is revoked in accordance with laws;
(4) the Company is de-registered or is ordered to close down in accordance with laws;
(5) where the Company gets into serious trouble in operation and management and its continuation may cause substantial loss in shareholders’ interests, and no solution can be found through any other channel, shareholders representing more than 10% of the total voting rights of the Company may request the people’s court to dissolve the Company;	Article 287 The Company shall be dissolved upon the occurrence of any of the following events:
(1) a resolution on dissolution is passed by shareholders at a shareholders’ meeting;
(2) dissolution is required due to the merger or division of the Company;
(3) the Company’s business license is revoked in accordance with laws;
(4) the Company is de-registered or is ordered to close down in accordance with laws;
(5) where the Company gets into serious trouble in operation and management and its continuation may cause substantial loss in shareholders’ interests, and no solution can be found through any other channel, shareholders representing more than 10% of the total voting rights of the Company may request the people’s court to dissolve the Company;

I-149 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
(6) the term of operation as provided in these Articles expires or other reasons for dissolution as specified in these Articles arise.	(6) the term of operation as provided in these Articles expires or other reasons for dissolution as specified in these Articles arise.

If any of the circumstances for dissolution stipulated in the preceding paragraph arises, the Company shall disclose the reason for dissolution through the National Enterprise Credit Information Publicity System within 10 days. |
| Article 301 Upon the occurrence of the situation described in sub-paragraph (6) of Article 300 of these Articles, the Company may continue to exist by amending these Articles.

Amendments to these Articles pursuant to the preceding paragraph shall be subject to the approval of shareholders representing more than two-thirds of the voting rights present at the shareholders’ general meetings. | Article 288 Upon the occurrence of the situation described in sub-paragraph (1) or (6) of Article 287 of these Articles, and if the Company has not yet distributed assets to the shareholders, the Company may continue to exist by amending these Articles or by a resolution of the shareholders’ meeting.

Amendments to these Articles or resolutions of the shareholders’ meeting made pursuant to the preceding paragraph shall be subject to the approval of shareholders representing more than two-thirds of the voting rights present at the shareholders’ meetings. |
| Article 302 Where the Company is dissolved pursuant to item (1), (3), (4), (5) or (6) of Article 300 of these Articles, 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 directors or 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. | Article 289 Where the Company is dissolved pursuant to item (1), (3), (4), (5) or (6) of Article 287 of these Articles, it shall undergo liquidation. The directors, as the obligors for liquidation, shall establish a liquidation committee in accordance with law within 15 days from the date the reasons for dissolution arise to proceed with the liquidation. The liquidation committee shall be composed of directors, unless otherwise provided in these Articles or resolved by the shareholders’ meeting to elect other persons. |

I-150 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Where the Company is dissolved pursuant to item (3) of Article 300 of these Articles, the Company shall apply to the relevant regulatory authorities, together with the reasons for dissolution and a 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 of these Articles, 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 of these Articles, administrative liquidation, if necessary, shall be implemented by reference to the provision of deregistration according to law. | If the obligors for liquidation fail to perform their liquidation duties in a timely manner, causing losses to the Company or creditors, they shall be liable for compensation.

Where the Company is dissolved pursuant to the provision of business license being revoked according to law under item (3) of Article 287 of these Articles, the Company shall apply to the relevant regulatory authorities, together with the reasons for dissolution and a 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 287 of these Articles, 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 287 of these Articles, administrative liquidation, if necessary, shall be implemented by reference to the provision of deregistration according to law. |

I-151 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision

Articles After Revision

Article 303 Where the board of directors resolves to liquidate the Company for any reason other than bankruptcy, the board shall include a statement in its notice convening a shareholders’ general meeting to the effect that, after making full inquiry into the affairs of the Company, the board is of the opinion that the Company shall be able to pay its debts in full within twelve months from the commencement of the liquidation.

Upon passing of the resolution at shareholders’ general meeting for the liquidation of the Company, all functions and powers of the board of directors of the Company shall cease immediately.

The liquidation committee shall act in accordance with the requirements of the shareholders’ general meeting and make a report at least once every year to the shareholders’ general meeting on the committee’s income and expenses, the business of the Company and the progress of the liquidation, and present a final report to the shareholders’ general meeting at the time of completion of the liquidation. | Deleted |

– I-152 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 304 The liquidation committee shall perform the following duties during the liquidation:	Article 290 The liquidation committee shall perform the following duties during the liquidation:
(1) to check the Company’s assets and prepare a balance sheet and an inventory of assets;	(1) to check the Company’s assets and prepare a balance sheet and an inventory of assets;
(2) to notify the creditors by notice or announcement;	(2) to notify the creditors by notice or announcement;
(3) to deal with the outstanding affairs of the Company in relation to liquidation;	(3) to deal with the outstanding affairs of the Company in relation to liquidation;
(4) to settle outstanding taxes as well as taxes arising in the course of liquidation;	(4) to settle outstanding taxes as well as taxes arising in the course of liquidation;
(5) to settle all credits and debts;	(5) to settle all credits and debts;
(6) to dispose of the remaining assets of the Company after the settlement of debts; and	(6) to distribute the remaining assets of the Company after the settlement of debts; and
(7) to represent the Company in any civil proceedings.	(7) to represent the Company in any civil proceedings.

I-153 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision

Articles After Revision

Article 305 The liquidation committee shall notify the creditors within 10 days from the date of its establishment and make public announcement in newspaper(s) or through other channels within 60 days from the date of its establishment. Creditors shall, within 30 days after receipt of the notice, or for those who do not receive the notice, within 45 days from the date of the announcement, declare their claims to the liquidation committee.

Creditors shall provide explanation for the relevant particulars and evidence of the claims upon declaration of such claims. The liquidation team shall register the creditors’ claims.

The liquidation committee shall not settle the debts to creditors during the period for declaration of claims. | Article 291 The liquidation committee shall notify the creditors within 10 days from the date of its establishment and make public announcement in newspaper(s) that meets the relevant requirements or through the National Enterprise Credit Information Publicity System within 60 days from the date of its establishment. Creditors shall, within 30 days after receipt of the notice, or for those who do not receive the notice, within 45 days from the date of the announcement, declare their claims to the liquidation committee.

Creditors shall provide explanation for the relevant particulars and evidence of the claims upon declaration of such claims. The liquidation team shall register the creditors’ claims.

The liquidation committee shall not settle the debts to creditors during the period for declaration of claims. |
| Article 306 After checking the Company’s assets and preparing a balance sheet and an inventory of assets, the liquidation committee shall formulate a liquidation plan for confirmation by shareholders’ general meetings or the people’s court.

The remaining properties of the Company, after payment of liquidation expenses, wages, social insurance contribution and statutory compensation of staff, and taxes and debts of the Company, shall be distributed in proportion to the shareholdings of shareholders.

During the liquidation period, the Company shall continue to exist but shall not carry out any business activities not relating to liquidation. The assets of the Company shall not be distributed to shareholders before the settlement of debts in accordance with the preceding paragraph. | Article 292 After checking the Company’s assets and preparing a balance sheet and an inventory of assets, the liquidation committee shall formulate a liquidation plan for confirmation by shareholders’ meetings or the people’s court.

The remaining properties of the Company, after payment of liquidation expenses, wages, social insurance contribution and statutory compensation of staff, and taxes and debts of the Company, shall be distributed by the Company in proportion to the shareholdings of shareholders.

During the liquidation period, the Company shall continue to exist but shall not carry out any business activities not relating to liquidation. The assets of the Company will not be distributed to shareholders before the settlement of debts in accordance with the preceding arage. |

– I-154 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Article 307 If the liquidation committee, after checking the Company’s assets and preparing a balance sheet and an inventory of assets, discovers that the Company’s assets are insufficient to settle its debts, it shall immediately apply to the people’s court for a declaration of bankruptcy.

After the Company is declared bankrupt by the people’s court, the liquidation committee shall hand over the liquidation matters to the people’s court. | Article 293 If the liquidation committee, after checking the Company’s assets and preparing a balance sheet and an inventory of assets, discovers that the Company’s assets are insufficient to settle its debts, it shall immediately apply to the people’s court for bankruptcy liquidation according to the law.

After the people’s court accepts the bankruptcy application, the liquidation committee shall hand over the liquidation matters to the bankruptcy administrator designated by the people’s court. |
| Article 309 The members of the liquidation committee shall perform their duties with due diligence and in accordance with the laws.

The members of the liquidation committee shall not exploit their position to accept bribes or other illegal income or expropriate the property of the Company in any way.

The members of the liquidation committee shall be liable to compensate the Company or creditors for any loss caused by their intentional misconduct or gross negligence. | Article 295 The members of the liquidation committee shall perform their liquidation duties with fiduciary duty and a duty of diligence.

If the members of the liquidation committee fail to perform their liquidation duties diligently, causing losses to the Company, they shall be liable for compensation; if losses are caused to creditors due to intentional misconduct or gross negligence, they shall be liable for compensation. |
| Newly added | Article 296 Where the Company is declared bankrupt in accordance with law, bankruptcy liquidation shall be carried out in accordance with relevant laws on corporate bankruptcy. |

– I-155 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
Chapter 14 Amendments to these Articles	Chapter 13 Amendments to these Articles
Article 312 The amendments to these Articles passed by the resolution of shareholders’ general meetings shall be required to be submitted to the relevant regulatory authorities for filing. If the amendment involves any registered particulars of the Company, an application shall be made for change of registration in accordance with law.	Article 299 The amendments to these Articles passed by the resolution of shareholders’ meetings shall be required to be submitted to the relevant regulatory authorities for filing. If the amendments to these Articles require approval from the competent authority, they shall be submitted to the competent authority for approval. If the amendment involves any registered particulars of the Company, an application shall be made for change of registration in accordance with law.
Article 314 Where amendments to these Articles constitute information that shall be disclosed under the laws and regulations, the Company shall make announcements in accordance with applicable provisions.	Article 301 Where amendments to these Articles constitute information that shall be disclosed under the laws and regulations, the Company shall make announcements in accordance with applicable provisions.
Chapter 16 Supplementary Provisions	Chapter 15 Supplementary Provisions
Article 316 Definitions.
(1) Controlling shareholder refers to the one who possesses one of the following conditions:

such person acting individually or collectively with others can elect over 50% of the directors;
such person acting individually or collectively with others is entitled to exercise no less than 30% of the voting power of the total number of shares of the Company, or control the exercise of no less than 30% of the voting power of the total number of shares of the Company; | Article 303 Definitions.
(1) Controlling shareholder refers to a shareholder holding more than 50% of the total share capital of the joint stock limited company; or a shareholder holding less than 50% of the shares but whose voting rights are sufficient to exert significant influence on the resolutions of the shareholders’ meeting.

(2) De facto controller refers to the natural person, legal person, or other organization that can actually control the act of the Company through investment, agreement or other arrangement. |

– I-156 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Articles Before Revision	Articles After Revision
3. such person acting individually or collectively with others holds no less than 30% of the total number of outstanding shares of the Company;

such person acting individually or collectively with others is in actual control of the Company by other means. | (3) Connected relationship refers to the relationship between the controlling shareholder, de facto controller, directors, General Manager (President) and other senior management of the Company and the enterprises under their direct or indirect control, and other relationships that may cause the transfer of interest of the Company, provided however that the connected relationships shall not be deemed to be in existence between state-controlled enterprises solely because they are under the common control of the State. |
| (2) De facto controller refers to the person who, though not a shareholder of the Company, can actually control the act of the Company through investment, agreement or other arrangement. | |
| (3) Connected relationship refers to the relationship between the controlling shareholder, de facto controller, directors, supervisors, General Manager (President) and other senior management of the Company and the enterprises under their direct or indirect control, and other relationships that may cause the transfer of interest of the Company, provided however that the connected relationships shall not be deemed to be in existence between state-controlled enterprises solely because they are under the common control of the State. | |
| Article 317 The board of the directors may formulate by-laws in accordance with these Articles, provided that such by-laws shall not be in violation of these Articles. | Article 304 The board of the directors may formulate by-laws in accordance with these Articles, provided that such by-laws shall not be in violation of these Articles. |
| Article 319 The expressions of “above” and “within” used in these Articles shall include the figures listed, while the expressions of “exceeding”, “less than” and “more than” shall not include the figures listed. | Article 306 The expressions of “above” and “within” used in these Articles shall include the figures listed, while the expressions of “exceeding”, “beyond”, “less than” and “more than” shall not include the figures listed. |

In accordance with the above amendments to the Articles of Association, corresponding adjustments will be made to the number of chapters/sections/articles/paragraphs and cross-references of the Articles of Association.

– I-157 –

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

The proposed amendments to the Rules of Procedure of the General Meetings are set out below:

Articles Before Revision

Articles After Revision

Article 1 In order to regulate the conduct of China Galaxy Securities Co., Ltd. (the “Company”) and ensure the lawful exercise of functions and powers by the shareholders’ general meeting, these Rules of Procedure 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 Code of Corporate Governance for Securities Companies, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, the Rules for the Shareholders’ General Meetings of Listed Companies, the Mandatory Provisions for the Articles of Association of Companies Listing Overseas, the Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Companies Limited by Shares, 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”) and other laws and regulations, and the provisions of the Articles of Association.

Article 1 In order to regulate the conduct of China Galaxy Securities Co., Ltd. (the “Company”) and ensure the lawful exercise of functions and powers by the shareholders’ meeting, these Rules of Procedure 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 Code of Corporate Governance for Securities Companies, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, the Rules for the Shareholders’ Meetings of Listed Companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) and other laws and administrative regulations, and the provisions of the Articles of Association.

II-1 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
Article 2 These Rules of Procedure shall, upon their effective date, become a binding document governing the shareholders’ general meeting, shareholders and their authorized proxies, directors, supervisors, senior management and other relevant personnel attending the shareholders’ general meeting.	Article 2 These Rules of Procedure shall, upon their effective date, become a binding document governing the shareholders’ meeting, shareholders and their authorized proxies, directors, senior management and other relevant personnel attending the shareholders’ meeting.
The Company shall convene shareholders’ general meetings strictly in accordance with laws, regulations, the Articles of Association and these Rules of Procedure, so as to ensure that shareholders can exercise their rights according to law.	The Company shall convene shareholders’ meetings strictly in accordance with laws, administrative regulations, the Articles of Association and these Rules of Procedure, so as to ensure that shareholders can exercise their rights according to law.
Article 5 The shareholders’ general meeting is the authority of the Company and shall exercise the following functions and powers in accordance with law:	Article 5 The shareholders’ 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;	(1) to elect and replace any of the directors other than those held by employee representatives, and to determine the remuneration of directors;
(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;	(2) to consider and approve the reports of the board of directors;
(3) to consider and approve the reports of the board of directors;	(3) to consider and approve the profit distribution plans and the loss recovery plans of the Company;
(4) to consider and approve the reports of the supervisory committee;	(4) to approve resolutions on increase or reduction of registered capital of the Company;
(5) to consider and approve the annual financial budget plan and final accounts plan of the Company;	(5) to resolve on the issuance of corporate bonds;
(6) to consider and approve the profit distribution plans and the loss recovery plans of the Company;	(6) to resolve on matters such as the merger, division, dissolution, liquidation or change of the form of the Company;
(7) to approve resolutions on increase or reduction of registered capital of the Company;	(7) to amend the Articles of Association;
(8) to resolve on the issuance of corporate bonds;	(8) to resolve on the appointment or removal of any accounting firm that undertakes an audit of periodic reports for the Company and on its emolument;
(9) to resolve on matters such as the merger, division, dissolution, liquidation or change of the form of the Company;	(9) to consider and approve any external guarantee issue set forth in Article 6 of these Rules of Procedure;

II-2 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
(10) to amend the Articles of Association;	(10) 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;
(11) to resolve on the appointment, removal or non-reappointment of any accounting firm;	(11) to consider and approve any change of the use of proceeds raised;
(12) to consider and approve any external guarantee issue set forth in Article 6 of these Rules of Procedure;	(12) 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’ meeting as required by the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange or the Hong Kong Listing Rules;
(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;	(13) to consider and approve connected transactions to be approved by the shareholders’ meeting as required by the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange or the Hong Kong Listing Rules;
(14) to consider and approve any change of the use of proceeds raised;	(14) to consider the equity-based incentive scheme;
(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;	(15) to consider and approve the proposal submitted by any shareholder(s) jointly or individually holding 1% or more of the Company’s shares; and
(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;	(16) to consider other matters to be resolved at the shareholders’ meeting as required by laws, administrative regulations, the securities regulatory authorities and the stock exchange(s) in the place where the Company’s shares are listed or the Articles of Association.
(17) to consider the equity-based incentive scheme;	The shareholders’ meeting may authorise the board of directors to resolve on the issuance of corporate bonds.
(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 the 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 the Articles of Association.

– II-3 –

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
Matters to be resolved at a 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 and the Articles of Association shall be considered and approved at a shareholders’ general meeting so as to safeguard the shareholders’ decision-making power in respect of such matters.	Matters to be resolved at a shareholders’ meeting as required by laws, administrative regulations, the securities regulatory authorities and the stock exchange(s) in the place where the Company’s shares are listed and the Articles of Association shall be considered and approved at a shareholders’ meeting so as to safeguard the shareholders’ decision-making power in respect of such matters.
Article 6 Except for the provision of margin financing and securities lending 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 a shareholders’ general meeting:	Article 6 Except for the provision of margin financing and securities lending 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 a shareholders’ 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;	(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;	(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%;	(3) any guarantee provided for any entity with a gearing ratio of more than 70%;
(4) any single guarantee, the value of which exceeds 10% of the latest audited net assets of the Company.	(4) any single guarantee, the value of which exceeds 10% of the latest audited net assets of the Company;
	(5) any guarantee, the cumulative amount of which exceeds 30% of the latest audited total assets of the Company over 12 consecutive months;
	(6) any guarantee provided to shareholders, de facto controllers and their connected parties; and

II-4 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
	(7) other guarantees as stipulated by the securities regulatory authorities and the stock exchange(s) in the place(s) where the shares of the Company are listed or the Articles of Association.

Where the shareholders, directors or senior management of the Company violate the approval authority and deliberation procedures for external guarantees as stipulated in the Articles of Association and provide external guarantees in violation of such provisions, the Company shall hold the relevant personnel accountable. If losses are caused to the interests of the Company and its shareholders, the directly responsible personnel shall bear corresponding liability for compensation; where the circumstances are serious and constitute a criminal offence, the matter shall be transferred to the judicial authorities for handling in accordance with the relevant legal provisions. |
| Article 8 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 the Articles of Association, i.e. less than 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 | Article 8 The Company shall hold an extraordinary shareholders’ 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 the Articles of Association;

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

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

(4) that the board of directors consider it necessary;

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

II-5 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
(6) such other circumstances as specified by laws and regulations or the Articles of Association.	(6) such other circumstances as specified by laws and administrative regulations or the Articles of Association.
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.	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.	In the event that the Company fails to convene the shareholders’ 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 9 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.	Article 9 The venue for the shareholders’ meeting shall be the place where the Company is domiciled or such other place as specified in the notice of the shareholders’ 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 shareholders’ general 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.	A venue shall be arranged for the shareholders’ meeting by way of physical meeting. The Company will also facilitate the shareholders to participate in the shareholders’ meeting through the provision of online voting and other means as permitted under the listing rules of the place(s) where the Company’s shares are listed.

II-6 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
Article 10 The Company shall engage a legal counsel to issue a legal opinion on the following matters in respect of shareholders’ general meeting, and make an announcement accordingly:

(1) whether the convention and procedure of the meeting are in compliance with the laws, regulations and the Articles of Association;

(2) whether the attendees and the convener of the meeting are legally and validly eligible, respectively;

(3) whether the voting procedure and results at the meeting are legitimate and valid;

(4) preparation and issue of a legal opinion on such other matters as required by the Company. | Article 10 The Company shall engage a legal counsel to issue a legal opinion on the following matters in respect of shareholders’ meeting, and make an announcement accordingly:

(1) whether the convention and procedure of the meeting are in compliance with the provisions of the laws, administrative regulations and the Articles of Association;

(2) whether the attendees and the convener of the meeting are legally and validly eligible, respectively;

(3) whether the voting procedure and results at the meeting are legitimate and valid;

(4) preparation and issue of a legal opinion on such other matters as required by the Company. |
| Article 11 Any independent director may propose to the board of directors to convene an extraordinary general meeting, and the board of directors shall reply in writing in response to such proposal, whether consent or not, within 10 days upon receipt of the proposal in accordance with the laws and regulations and the Articles of Association. If the board of directors consents to the proposal, a notice convening such meeting shall be issued within five days following the date of such resolution of the board of directors. If the board of directors rejects the proposal, the board shall provide an explanation and make relevant announcement. | Article 11 The board of directors shall convene shareholders’ meetings on time within the prescribed period.

II-7 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision

Articles After Revision

Article 12 The supervisory committee shall have the right to propose in writing to the board of directors to convene an extraordinary general meeting. The board of directors shall reply in writing in response to such proposal, whether consent or not, within 10 days upon receipt of the proposal in accordance with the laws and regulations and the Articles of Association. If the board of directors consents to the proposal, a notice convening such meeting shall be issued within five days following the date of such resolution of the board of directors, provided that any change to the original resolution made in notice is subject to approval of the supervisory committee. If the board of directors rejects the proposal or withholds from responding for 10 days following receipt of the proposal, the board of directors shall be deemed failing to perform the duty of convening a shareholders’ general meeting. In such case, the supervisory committee may convene and preside over the meeting.

Article 12 The audit committee shall propose in writing to the board of directors to convene an extraordinary shareholders’ meeting. The board of directors shall reply in writing in response to such proposal, whether consent or not, within 10 days upon receipt of the proposal in accordance with the laws and administrative regulations and the Articles of Association.

If the board of directors rejects the proposal or withholds from responding for 10 days following receipt of the proposal, the board of directors shall be deemed failing to perform the duty of convening a shareholders’ meeting. In such case, the audit committee may convene and preside over the meeting. |
| Article 13 Any of the shareholders individually or jointly holding no less than 10% of the Company’s shares shall have the right to propose in writing to the board of directors to convene an extraordinary general meeting. The board of directors shall reply in writing in response to such proposal, whether consent or not, within 10 days upon receipt of the proposal in accordance with laws and regulations and the Articles of Association.

If the board of directors consents to the proposal, a notice convening such meeting shall be issued within five days following the date of such resolution of the board of directors, provided that any change to the original resolution made in the notice is subject to approval of the relevant shareholders. | Article 13 Any of the shareholders individually or jointly holding no less than 10% of the Company’s shares (including preferred shares with restored voting rights) shall have right to propose in writing to the board of directors to convene an extraordinary shareholders’ meeting. The board of directors shall reply in writing in response to such proposal, whether consent or not, within 10 days upon receipt of the proposal in accordance with laws and administrative regulations and the Articles of Association.

II-8 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
If the board of directors rejects the proposal or withholds from responding for 10 days following the receipt of the proposal, such shareholder(s) individually or jointly holding no less than 10% of the shares of the Company shall have the right to propose to the supervisory committee in writing to convene an extraordinary general meeting.	If the board of directors rejects the proposal or withholds from responding for 10 days following the receipt of the proposal, such shareholder(s) individually or jointly holding no less than 10% of the shares of the Company (including preferred shares with restored voting rights) shall have the right to propose to the audit committee in writing to convene an extraordinary shareholders’ meeting.
If the supervisory committee consents to the proposal, a notice convening such meeting shall be issued within five days following receipt of the proposal, provided that any change to the original resolution made in the notice is subject to approval of the relevant shareholder(s).	If the audit committee consents to the proposal, a notice convening such meeting shall be issued within five days following receipt of the proposal, provided that any change to the original proposed resolution made in the notice is subject to approval of the relevant shareholder(s).
If the supervisory committee has not issued any notice convening such meeting within the prescribed period, it shall be deemed that the supervisory committee will not convene and preside over the extraordinary general meeting. Such shareholder(s) individually or jointly holding 10% or above of the Company’s shares for more than 90 consecutive days may convene and preside over an extraordinary general meeting.	If the audit committee has not issued any notice convening such meeting within the prescribed period, it shall be deemed that the audit committee will not convene and preside over the extraordinary shareholders’ meeting. Such shareholder(s) individually or jointly holding 10% or above of the Company’s shares (including preferred shares with restored voting rights) for more than 90 consecutive days may convene and preside over an extraordinary shareholders’ meeting.

II-9 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
Article 14 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.

The supervisory committee and 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. | Article 14 If the audit committee or any shareholder decides to convene a shareholders’ 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 in the place(s) where the Company is domiciled and the stock exchange(s) in the place(s) where the Company’s shares are listed.

II-10 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
Article 15 The board of directors and its secretary shall cooperate with the supervisory committee or such shareholder(s) convening the shareholder’s general meeting. The board of directors shall provide the register of shareholders as of the record date.

If the board of directors fails to provide the register of shareholders, the convener may apply to the securities registration and clearing institution for access to the register of shareholders with the relevant announcement of convention of the shareholders’ meeting. The register of shareholders acquired by the convener shall not be used for any purpose other than convening the shareholders’ meeting. |
| Article 16 Any such expense necessary to convene the shareholders’ general meeting, incurred by the supervisory committee or such shareholder(s) as a result of failure of the board of directors to duly convene a meeting shall be reimbursed by the Company, and any sum so reimbursed shall be deducted from the amount payable by the Company to the defaulting directors. | Article 16 Any such expense necessary to convene the shareholders’ meeting, incurred by the audit committee or such shareholder(s), shall be reimbursed by the Company. |
| Article 17 Any proposal of a resolution shall be limited to the power of the general meeting, and shall have definitive and specific subject matters, subject to relevant requirements of laws, regulations and the Articles of Association. The proposal should be submitted or delivered to the board of directors in writing. | Article 17 Any proposal of a resolution shall be limited to the power of the general meeting, and shall have definitive and specific subject matters, subject to relevant requirements of laws, administrative regulations and the Articles of Association. The proposal should be submitted or delivered to the board of directors in writing. |

II-11 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
Article 18 As a shareholders’ general meeting of the Company is convened, the board of directors, the supervisory committee and any of the shareholders individually or jointly holding no less than 3% of the shares of the Company shall have the right to propose any resolution to the Company.

Any proposal other than those set forth in the notice of shareholders’ general meeting and in compliance with the requirements set out in Article 17 of these Rules of Procedure, shall not be put forward for voting at a shareholders’ general meeting. | Article 18 As a shareholders’ meeting of the Company is convened, the board of directors, the audit committee and any of the shareholders individually or jointly holding no less than 1% of the shares of the Company shall have the right to propose any resolution to the Company.

Any of the shareholders individually or jointly holding no less than 1% of the shares (including preferred shares with restored voting rights) of the Company may submit an interim proposal in writing to the convener at least 10 days prior to the convention of the shareholders’ meeting. The convener shall then send a supplemental notice to the shareholders to announce the interim proposal and submit the interim proposal to the shareholders’ meeting for deliberation, within two (2) days upon receipt of such proposal, unless the interim proposal violates the provisions of laws, administrative regulations or the Articles of Association, or does not fall within the scope of the powers of the shareholders’ meeting.

Any proposal other than those set forth in the notice of shareholders’ meeting and in compliance with the requirements set out in Article 17 of these Rules of Procedure, shall not be put forward for voting at a shareholders’ meeting. |

II-12 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
Article 19 When convening an annual general meeting, the Company shall issue a written notice 20 days prior to the meeting; when convening an extraordinary general meeting, the Company shall issue a written notice 15 days prior to 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. | Article 19 When convening an annual shareholders’ meeting, the Company shall notify all shareholders 20 days prior to the meeting by way of an announcement or in such other manners as required by the stock exchange(s) of the place(s) where the Company’s shares are listed; when convening an extraordinary shareholders’ meeting, the Company shall notify all shareholders 15 days prior to the meeting by way of an announcement or in such other manners as required by the stock exchange(s) of the place(s) where the Company’s shares are listed.

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

II-13 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
Article 20 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 general meeting. In principle, one proposal shall only include one agenda item, and multiple agenda items shall be avoided in one proposal, except where multiple agenda items are interdependent and related, and can be combined into one proposal. If the Company fails to comply with the aforementioned “one proposal per matter” principle, the reasons and the significant impacts arising therefrom shall be explained in the notice of 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; | Article 20 The notice of shareholders’ meeting shall 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 shareholders’ 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 shareholders’ meeting.

In principle, one proposal shall only include one agenda item, and multiple agenda items shall be avoided in one proposal, except where multiple agenda items are interdependent and related, and can be combined into one proposal. If the Company fails to comply with the aforementioned “one proposal per matter” principle, the reasons and the significant impacts arising therefrom shall be explained in the notice of meeting.

(4) a disclosure of the nature and extent, if any, of the material interest of any director and 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; |

II-14 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
(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;
(6) delivery time and place for lodging proxy forms for the meeting;	(7) a conspicuous statement that shareholders, including all shareholders of ordinary shares and shareholders holding shares with special voting rights, are entitled to attend the shareholders’ meeting and 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;
(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;	(8) the shareholding record date of the shareholders entitled to attend the shareholders’ meeting;
(9) name and telephone number of the contact person for the meeting; and	(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.	(10) the time and procedures for voting by online voting or other methods.
The shareholding record date of a shareholders’ general meeting convened by the Company shall be determined by the board of directors of the Company or the convener of the shareholders’ general meeting, and the interval between the shareholding record date 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.	The shareholding record date of a shareholders’ meeting convened by the Company shall be determined by the board of directors of the Company or the convener of the shareholders’ meeting, and the interval between the shareholding record date 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.
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.	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’ meeting but no later than 9:30 a.m. on the date of the on-site shareholders’ meeting and it shall not terminate earlier than 3:00 p.m. on the date of conclusion of the on-site shareholders’ meeting.

II-15 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
Article 21 Unless otherwise provided in these Procedural Rules, the notice of a shareholders’ general meeting shall be notified and announced to shareholders in accordance with the relevant provisions of these Procedural Rules.

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.

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 Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”), instead of delivery by hand or prepaid mail to the holders of overseas listed foreign shares. | Article 21 Unless otherwise provided in these Procedural Rules, the notice of a shareholders’ meeting shall be notified and announced to shareholders in accordance with the relevant provisions of these Procedural Rules.

Subject to applicable laws, administrative 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’ meeting may be published on the website of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”), instead of delivery by hand or prepaid mail to the holders of overseas listed foreign shares. |

II-16 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
Article 23 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 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:	Article 23 Where the election of directors will be discussed at a shareholder's meeting, the notice of the shareholders' meeting shall, in compliance with laws, administrative 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, including at least the following particulars:
(1) personal particulars such as education background, working experience and concurrent positions;	(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;	(2) whether there is any connected relationship with the Company or the controlling shareholder and de facto controller of the Company;
(3) disclosure of shareholding in the Company; and	(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).	(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.	The election of each director shall be proposed by separate resolutions except that the election is carried out by cumulative voting.
The nomination and remuneration committee of the board of directors shall provide its opinions to the board of directors on the qualification of the director candidates for appointment.	The nomination and remuneration committee of the board of directors shall provide its opinions to the board of directors on the qualification of the director candidates for appointment.

II-17 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
Article 28 All shareholders whose names appear in the shareholders’ register on the record date or their proxies shall be entitled to attend shareholders’ general meetings and exercise their voting rights in accordance with relevant laws and regulations and the Articles of Association.

Shareholders may attend shareholders’ general meetings in person, and also appoint a proxy to attend and vote on their behalf.

Any shareholder entitled to attend and vote at a shareholders’ general meeting shall have the right to appoint one or more persons (who need not to be shareholders) to act as his proxy to attend and vote at the meeting on his behalf. The proxy(ies) so appointed by the shareholder may, pursuant to the instructions of the shareholder, exercise the following rights:

(1) the right of the shareholder to speak at the meeting;

(2) the right to demand a poll alone or jointly with others;

(3) the right to exercise voting rights on a show of hands or on a poll, provided that where more than one proxy is appointed, the proxies may only exercise such voting rights on a poll. | Article 28 All shareholders whose names appear in the shareholders’ register on the record date or their proxies shall be entitled to attend shareholders’ meetings and exercise their voting rights in accordance with relevant laws and administrative regulations and the Articles of Association. Shareholders attending the shareholders’ meeting shall have one vote for each share they hold, except for shareholders of class shares. No voting rights shall attach to the Company’s shares held by the Company.

For a company that issues class shares, matters that may affect the rights of the shareholders of class shares as stipulated in paragraph 3 of Rule 116 of the Company Law and by the securities regulatory authorities of the place(s) where the Company’s shares are listed, shall, in addition to a special resolution at the shareholders’ meeting, be approved by more than two-thirds of the voting rights held by the shareholders attending the shareholders’ meeting of class shares.

The resolutions and voting rights of the class shareholders shall be in compliance with the laws, administrative regulations, the securities regulatory authorities of the place(s) where the Company’s shares are listed and the Articles of Association.

Shareholders may attend shareholders’ meetings in person, and also appoint a proxy to attend and vote on their behalf. |

II-18 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
	Any shareholder entitled to attend and vote at a shareholders’ meeting shall have the right to appoint one or more persons (in which case, the proxy(ies) of such shareholder need not to be shareholders of the Company) to act as his proxy to attend and vote at the meeting on his behalf. The proxy(ies) so appointed by the shareholder may, pursuant to the instructions of the shareholder, exercise the following rights: (1) the right of the shareholder to speak at the meeting; (2) the right to demand a poll alone or jointly with others; (3) the right to exercise voting rights on a show of hands or on a poll, provided that where more than one proxy is appointed, the proxies may only exercise such voting rights on a poll.
Article 29 The instrument appointing a proxy shall be in writing and signed by the appointing shareholder or his/her attorney duly authorized in writing; where the appointing shareholder is a legal person or any other institution, such instrument shall be under its seal or signed by its legal representative or the proxy duly authorized.
Individual shareholders attending the meeting in person shall present their identity cards or other valid documents or certificates, or stock account cards as a proof of their identities. Proxies attending the meeting on behalf of shareholders shall present their valid identity cards and power of attorney.	Article 29 The instrument appointing a proxy shall be in writing and signed by the appointing shareholder or his/her attorney duly authorized in writing; where the appointing shareholder is a legal person or any other institution, such instrument shall be under its seal or signed by its legal representative or the proxy duly authorized.
Individual shareholders attending the meeting in person shall present their identity cards or other valid documents or certificates as a proof of their identities. Proxies attending the meeting on behalf of shareholders shall present their valid identity cards and power of attorney.

II-19 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision

Articles After Revision

A corporate shareholder shall attend the meeting by its legal representative or by proxies appointed by the legal representative, the board of directors or other decision-making body. The legal representative present at the meeting shall produce his/her identity card and valid proof showing his/her status, and the proxy present at the meeting shall present his/her identity card and the power of attorney in writing issued by the legal representative, the board of directors or other decision-making body of the corporate shareholder in accordance with laws.

A corporate shareholder shall attend the meeting by its legal representative or by proxies appointed by the legal representative. The legal representative present at the meeting shall produce his/her identity card and valid proof showing his/her status, and the proxy present at the meeting shall present his/her identity card and the power of attorney in writing issued by the legal representative of the corporate shareholder in accordance with laws.

If a shareholder is recognized as a clearing house (“recognized clearing house”) or its nominee according to the relevant laws and regulations of the place where the shares of the Company are listed, the shareholder is entitled to authorize one or more person(s), as it thinks fit, to act as its representative at any general meeting or any class meeting of shareholders. However, if more than one person is authorized, the power of attorney shall set out the number and class of shares represented by each of the persons so authorized. The power of attorney shall be signed by the authorized personnel of the recognized clearing house. A person so authorized may attend meetings (without presenting any share certificate, notarized authorization and/or further evidence indicating that he/she has been duly authorized) and exercise the rights, as if he/she was an individual shareholder of the Company.

If a shareholder is recognized as a clearing house or its nominee according to the relevant laws and regulations of the place where the shares of the Company are listed, the shareholder is entitled to authorize one or more person(s), as it thinks fit, to act as its representative at any shareholders’ meeting or any class meeting of shareholders. However, if more than one person is authorized, the power of attorney shall set out the number and class of shares represented by each of the persons so authorized. The power of attorney shall be signed by the authorized personnel of the recognized clearing house. A person so authorized may attend meetings (without presenting any share certificate, notarized authorization and/or further evidence indicating that he/she has been duly authorized) and exercise the rights, as if he/she was an individual shareholder of the Company.

II-20 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
Article 30 The power of attorney that a shareholder issues to appoint another person to attend a shareholders’ general meeting on his/her behalf shall contain the following particulars:	Article 30 The power of attorney that a shareholder issues to appoint another person to attend a shareholders’ meeting on his/her behalf shall contain the following particulars:
(1) the name of the proxy;	(1) the name of the appointer, the class and number of shares held in the Company;
(2) whether the proxy has voting right;	(2) the name of the proxy;
(3) the separate instruction on voting for or against or abstaining from voting for each of the matters listed on the agenda of the shareholders’ general meeting;	(3) specific instructions given by the shareholders, including the instruction on voting for or against or abstaining from voting for each of the matters listed on the agenda of the shareholders’ meeting;
(4) the issuing date and valid period of the power of attorney;	(4) the issuing date and valid period of the power of attorney;
(5) the signature (or seal) of the appointer. If the appointer is a corporate shareholder, the power of attorney shall be affixed with a corporate seal;	(5) the signature (or seal) of the appointer. If the appointer is a corporate shareholder, the power of attorney shall be affixed with a corporate seal.
(6) the number of shares of the appointer represented by the proxy.
Article 31 The proxy form shall be deposited at the address of the Company or other place as specified in the notice of meeting 24 hours before the meeting to discuss the matters that the proxy is appointed to vote for or 24 hours before the designated voting time. If the proxy form is signed by a person authorized by the principal, a notary certified copy of the power of attorney or other authorization documents shall be needed, which shall be deposited together with the proxy form at the address of the Company or other place as specified in the notice of meeting.	Article 31 The proxy form shall be deposited at the address of the Company or other place as specified in the notice of meeting 24 hours before the meeting to discuss the matters that the proxy is appointed to vote for or 24 hours before the designated voting time. If the proxy form for voting is signed by a person authorized by the principal, a notary certified copy of the power of attorney or other authorization documents authorizing such person to sign the proxy form shall be needed, which shall be deposited together with the proxy form for voting at the address of the Company or other place as specified in the notice of meeting.
If the principal is a corporate shareholder, the legal representative or the person authorized by the board of directors or other decision-making bodies shall act as the principal’s representative to attend the general meeting of the Company.

II-21 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
Article 34 The Company shall maintain a register of attendees. The register shall contain information such as names of attendees (or names of entities), identity card number, residential address, number of shares with voting rights held or represented, and names of persons represented (or names of entities represented).	Article 34 The Company shall maintain a register of attendees. The register shall contain information such as names of attendees (or names of entities), identity card number, number of shares with voting rights held or represented, and names of persons represented (or names of entities represented).
Article 36 When the shareholders’ general meeting is held, all directors, supervisors and the secretary to the board of directors of the Company shall attend the shareholders’ general meeting. The General Manager (President) and other senior management shall also be present at the meeting.	Article 36 Directors and senior management shall attend and respond to inquiries from shareholders where such directors and senior management are requested by the shareholders’ meeting to be present at the meeting.
Article 37 A shareholders’ general meeting convened by the board of directors shall be chaired and presided over by the chairman of the board of directors. If the chairman of the board of directors is unable or fails to perform his/her duties, the vice chairman of the board of directors shall chair and preside over the meeting. Where the vice chairman of the board of directors is unable or fails to perform his/her duties, a director elected by more than one half of all directors shall chair and preside over the meeting. In the event that the board of directors is unable or fails to perform the duties of convening shareholders’ general meetings, the supervisory committee shall promptly convene and preside over the meetings. If the supervisory committee fails to convene and preside over a shareholders’ general meeting, shareholders severally or jointly holding 10% or more of the Company’s shares for more than 90 consecutive days may convene and preside over the meeting themselves. Where the shareholders fail to elect a chairman of the shareholders’ general meeting, the shareholder (including his/her proxy) present in person or by proxy who holds the largest number of shares carrying the right to vote thereat shall be the chairman of the shareholders’ general meeting.	Article 37 A shareholders’ meeting shall be chaired by the chairman of the board of directors. If the chairman of the board of directors is unable to perform or fails to perform his/her duties and responsibilities, such meeting shall be chaired by the vice chairman of the board of directors. If the vice chairman of the board of directors is unable to perform or fails to perform his/her duties and responsibilities, such meeting shall be chaired by a director jointly elected by more than a half of directors. In the event that the board of directors is unable or fails to perform the duties of convening shareholders’ meetings, the audit committee shall promptly convene and preside over the meetings. If the audit committee fails to convene and preside over a shareholders’ meeting, shareholders severally or jointly holding 10% or more of the Company’s shares for more than 90 consecutive days may convene and preside over the meeting themselves. Where the shareholders fail to elect a chairman of the shareholders’ meeting, the shareholder (including his/her proxy) present in person or by proxy who holds the largest number of shares carrying the right to vote thereat shall be the chairman of the shareholders’ meeting.

II-22 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
A shareholders’ general meeting convened by the supervisory committee shall be presided over by the chairman of the supervisory committee. If the chairman of the supervisory committee is unable or fails to perform his/her duty, a supervisor shall be elected to preside over the meeting by more than half of the supervisors.	A shareholders’ meeting convened by the audit committee shall be presided over by the convener of the audit committee. If the convener of the audit committee is unable or fails to perform his/her duty, a member of the audit committee shall be elected to preside over the meeting by more than half of the members of the audit committee.
A shareholders’ general meeting convened by the shareholders shall be presided over by a representative nominated by the convener.	A shareholders’ meeting convened by the shareholders shall be presided over by the convener or a representative nominated by him/her.
When the shareholders’ general meeting is held, if the chairman of the meeting violates any of rules of procedure, which renders the meeting unable to proceed, a person may elected at the shareholders’ general meeting to act as the chairman to resume the meeting, subject to the consent of the shareholders holding more than half of the voting shares physically present at the shareholders’ general meeting.	When the shareholders’ meeting is convened, if the chairman of the meeting violates any of rules of procedure, which renders the meeting unable to proceed, a person shall be elected at the shareholders’ meeting to act as the chairman to resume the meeting, subject to the consent of the shareholders holding more than half of the voting shares present at the shareholders’ meeting.
Article 38 The chairman of the board of directors shall attend the annual general meeting, and shall invite the chairpersons of the strategy and development committee, the compliance and risk management committee, the nomination and remuneration committee, the audit committee and other committees (as the case may be), or in the absence of the chairperson of a committee, another member (or a representative appointed by such member if he/she is unable to attend) to answer questions related to their duties at the annual general meeting.	Article 38 The chairman of the board of directors shall attend the annual shareholders’ meeting, and shall invite the chairpersons of the strategy and ESG development committee, the compliance and risk management committee, the nomination and remuneration committee, the audit committee and other committees (as the case may be), or in the absence of the chairperson of a committee, another member (or a representative appointed by such member if he/she is unable to attend) to answer questions related to their duties at the annual shareholders’ meeting.
The Company’s business management shall ensure that external auditors attend the annual general meeting and answer questions regarding the audit work, the preparation and content of the audit report, accounting policies and the independence of the auditors.	The Company’s business management shall ensure that accounting firm that conducts an audit of periodic reports for the Company attend the annual shareholders’ meeting and answer questions regarding the audit work, the preparation and content of the audit report, accounting policies and the independence of the auditors.

II-23 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
At the annual general meeting, the board of directors and the supervisory committee shall report their respective works of the previous year. Each independent director shall also deliver his/her duty report.

If the certified public accountants issue an audit report with non-standard audit opinions on the Company’s financial reports, the board of directors of the Company shall explain to the shareholders’ general meeting the matters that led the accountants to issue such opinions and their impact on the Company’s financial position and operating conditions.

The supervisory committee shall make statements to the general meeting on the financial position and compliance of the Company, including:

(1) the Company’s financial inspection report;

(2) the due diligence of the directors and senior management in performing their duties, and their compliance with relevant laws and regulations, the Articles of Association and resolutions of the shareholders’ general meeting;

(3) other matters that the supervisory committee deems necessary to report to the shareholders’ general meeting.

The board of directors shall make specific statements to the general meeting on the execution of duties, performance appraisal and remunerations of the senior management. | At the annual shareholders’ meeting, the board of directors shall report its works of the previous year. Each independent director shall also deliver his/her duty report.

If the certified public accountants issue an audit report with non-standard audit opinions on the Company’s financial reports, the board of directors of the Company shall explain to the shareholders’ meeting the matters that led the accountants to issue such opinions and their impact on the Company’s financial position and operating conditions.

The board of directors shall make specific statements to the shareholders’ meeting on the performance appraisal and remunerations of the directors.

The board of directors shall make specific statements to the shareholders’ meeting on the execution of duties, performance appraisal and remunerations of the senior management. |

II-24 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
Article 41 Directors, supervisors and senior management shall answer at the shareholders’ general meeting the inquiries and proposals made by shareholders, as follows:	Article 41 Directors and senior management shall answer at the shareholders’ meeting the inquiries and proposals made by shareholders, as follows:
(1) shareholders may raise inquiries regarding the agenda and proposals;	(1) shareholders may raise inquiries regarding the agenda and proposals;
(2) the chairman of the meeting shall answer shareholders’ inquiries, or designate relevant responsible personnel to answer, with the answering time not exceeding 2 minutes;	(2) the chairman of the meeting shall answer shareholders’ inquiries, or designate relevant responsible personnel to answer, with the answering time in general not exceeding 5 minutes;
(3) for the same inquiry, the chairman of the meeting may request the inquirer to shorten the inquiry time;	(3) for the same inquiry, the chairman of the meeting may request the inquirer to shorten the inquiry time;
(4) in the following circumstances, the chairman of the meeting may refuse to answer, but shall explain the reasons:	(4) in the following circumstances, the chairman of the meeting may refuse to answer, but shall explain the reasons:
1. the inquiry is unrelated to the agenda of the meeting;	1. the inquiry is unrelated to the agenda of the meeting;
2. the matter of inquiry is subject to investigation;	2. the matter of inquiry is subject to investigation;
3. answering the inquiry would disclose the Company’s trade secrets or clearly harm the common interests of the Company or shareholders.	3. answering the inquiry would disclose the Company’s trade secrets or clearly harm the common interests of the Company or shareholders.

II-25 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
Article 43 The general meeting shall have minutes which are recorded by the secretary to the board of directors and shall include the following details:

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

(2) the names of the chairman of the meeting, and the directors, supervisors, General Manager (President) and other senior management attending or appearing before the meeting;

(4) the discussion, key points of speech and voting results for each proposal;

(5) any enquiries or suggestions raised by shareholders and the relevant reply or explanation;

(6) the names of the lawyer, the vote counter and the scrutineer;

(7) other details which shall be recorded in the minutes pursuant to the Articles of Association. | Article 43 The shareholders’ meeting shall have minutes which are recorded by the secretary to the board of directors and shall include the following details:

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

(2) the names of the chairman of the meeting, and the directors and senior management appearing before the meeting;

(4) the discussion, key points of speech and voting results for each proposal;

(5) any enquiries or suggestions raised by shareholders and the relevant reply or explanation;

(6) the names of the lawyer, the vote counter and the scrutineer;

(7) other details which shall be recorded in the minutes pursuant to the Articles of Association. |
| Article 44 The convener shall ensure that the minutes are true, accurate and complete. The directors, the supervisors, the secretary to the board of directors who attended the meeting, the convener or his/her representative, and the chairman of the meeting shall sign the minutes of the meeting. The minutes of meeting together with the attendance record of shareholders present in person and the power of attorney of the proxies, and the relevant information of online voting and other means of voting shall be kept for 20 years. | Article 44 The convener shall ensure that the minutes are true, accurate and complete. The directors, the secretary to the board of directors who attended or were present at the meeting, the convener or his/her representative, and the chairman of the meeting shall sign the minutes of the meeting. The minutes of meeting together with the attendance record of shareholders present in person and the power of attorney of the proxies, and the relevant information of online voting and other means of voting shall be kept for 20 years. |

II-26 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
Article 45 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.	Article 45 The convener shall ensure that a shareholders’ meeting is held without adjournment until the final resolution is reached. If the shareholders’ 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’ meeting as soon as possible or to terminate the shareholders’ 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.
Article 46 Resolutions of general meetings shall be classified into ordinary resolutions and special resolutions.
An ordinary resolution shall be passed by votes representing not less than half of the voting rights carried by the shareholders (including proxies) present at the meeting.
A special resolution shall be passed by votes representing not less than two-thirds of the voting rights carried by the shareholders (including proxies) present at the meeting.	Article 46 Resolutions of shareholders’ meetings shall be classified into ordinary resolutions and special resolutions.
An ordinary resolution shall be passed by votes representing more than half of the voting rights carried by the shareholders present at the meeting.
A special resolution shall be passed by votes representing not less than two-thirds of the voting rights carried by the shareholders present at the meeting.
“Shareholders” as referred to in this article shall include those appointing a proxy or proxies to attend the shareholders’ meeting.

II-27 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
Article 47 The following matters require the passing of an ordinary resolution at a shareholders’ general meeting:	Article 47 The following matters require the passing of an ordinary resolution at a shareholders’ meeting:
(1) the work reports of the board of directors and the supervisory committee;	(1) the work reports of the board of directors;
(2) the profit distribution plans and the loss recovery plans proposed by the board of directors;	(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;	(3) the appointment and removal of members of the board of directors, their remuneration and method of payment;
(4) the Company’s annual budget report, final accounts report, balance sheet, income statement and other financial statements;	(4) the annual reports of the Company;
(5) the annual reports of the Company;	(5) any matters other than those which are required by laws and administrative 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 the Articles of Association to be passed by way of special resolution.
(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 the Articles of Association to be passed by way of special resolution.

II-28 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
Article 48 The following matters require the passing of a special resolution at a shareholders’ general meeting:	Article 48 The following matters require the passing of a special resolution at a shareholders’ 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;	(1) the increase or reduction of registered capital of the Company;
(2) the issue of bonds of the Company;	(2) the merger, division, dissolution and liquidation of the Company;
(3) the merger, division, dissolution and liquidation or change of the form of the Company;	(3) the amendment to the Articles of Association;
(4) the amendment to the Articles of Association;	(4) purchase or disposal of material assets or provision of guarantee by the Company to others within 1 year of a value exceeding 30% of the Company’s latest audited total assets;
(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;	(5) adoption of an equity-based incentive scheme; and
(6) repurchase of the Company’s shares;	(6) other matters specified by laws, administrative regulations, the requirements of the securities regulatory authorities and the stock exchange(s) in the place where the Company’s shares are listed or the Articles of Association 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.
(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 the Articles of Association and that would have a material impact on the Company and shall be approved by special resolutions as determined by ordinary resolutions of shareholders’ meeting.

II-29 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
Article 49 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 specified 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. | Article 49 Shareholders 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’ meeting.

The board of directors, independent directors, and shareholders who hold voting shares of 1% or above or investor protection institutions established in accordance with laws, administrative regulations or requirements of the securities regulatory authorities in the place(s) where the Company’s shares are listed 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, unless otherwise specified under statutory provisions.

“Shareholders” as referred to in the first paragraph of this article shall include those appointing a proxy or proxies to attend the shareholders’ meeting. |
| Article 52 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. | Article 52 Vote cast at the shareholders’ 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. |

II-30 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
Article 53 Request for voting by poll shall be honoured forthwith if it is in connection with the election of the chairman of the meeting or the adjournment of the meeting. Request for voting by poll on any other matters may be honoured at such time as the chairman of the meeting thinks fit, and the meeting and other businesses at the meeting may be proceeded with. The result of the poll shall be deemed to be a resolution of the meeting at which the poll was demanded.	Deleted
Newly added	Article 53 When the shareholders' meeting considers major matters affecting the interests of minority investors, the votes of minority investors shall be counted separately. The results of such separate vote counting shall be publicly disclosed in a timely manner.
Article 55 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 55 The chairman of the meeting shall announce the voting status and results of each proposal, and declare whether the proposal is passed based on the voting results.

II-31 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision

Articles After Revision

Article 56 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 shall be entitled to 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 provide the copy to him/her within 7 days upon receipt of reasonable fees. | Article 56 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 shall be entitled to 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’ 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’ 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 provide the copy to him/her within 7 days upon receipt of reasonable fees. |
| Article 57 The Company shall not, without prior approval of shareholders in a general meeting, enter into any contract with any person (other than a director, supervisor, General Manager (President) and other senior management), pursuant to which such person shall be assigned the management and administration of the whole or any substantial part of its business. | Article 57 Unless in crisis or other special circumstances, the Company shall not, without approval at a shareholders’ meeting by way of special resolution, enter into any contract with any person (other than a director and senior management), pursuant to which such person shall be assigned the management and administration of the whole or any substantial part of its business. |

II-32 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision

Articles After Revision

Article 58 Candidates for directors and supervisors shall be approved by the general meeting by way of proposals. The methods and procedures for nominating directors and supervisors are as follows: (1) incumbent directors shall have the right to recommend director candidates who are not employee representatives to the board of directors of the Company, and provide the resumes and basic information of the director candidates. After a qualification review by the board of directors, a proposal shall be formed and submitted to the shareholders’ general meeting for voting. (2) incumbent supervisors shall have the right to recommend supervisor candidates who are not employee representatives to the supervisory committee of the Company, and provide the resumes and basic information of the supervisor candidates. After a qualification review by the supervisory committee, a proposal shall be formed and submitted to the shareholders’ general meeting for voting. (3) employee representatives in the board of directors and the supervisory committee shall be democratically elected by the Company’s employees through the employee representative meetings, employee meetings or other forms. (4) the nomination methods and procedures for independent directors shall be implemented in accordance with laws and regulations and the Articles of Association. The Company must publish the procedures for shareholders to nominate director candidates on its website.

Article 58 Candidates for directors shall be approved by the shareholders’ meeting by way of proposals. The methods and procedures for nominating directors are as follows: (1) incumbent directors shall have the right to recommend director candidates who are not employee representatives to the board of directors of the Company, and provide the resumes and basic information of the director candidates. After a qualification review by the board of directors, a proposal shall be formed and submitted to the shareholders’ meeting for voting. (2) employee representatives in the board of directors shall be democratically elected by the Company’s employees through the employee representative meetings, employee meetings or other forms. (3) the nomination methods and procedures for independent directors shall be implemented in accordance with laws and administrative regulations and the Articles of Association.

II-33 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
Article 65 No amendment shall be made to a proposal when it is considered at a general meeting. Amended proposal shall be treated as a new proposal and shall not be voted at the same general meeting.	Article 65 No amendment shall be made to a proposal when it is considered at a shareholders’ meeting. Amended proposal shall be treated as a new proposal and shall not be voted at the same shareholders’ meeting.
Article 67 Before voting on any proposal at a general meeting, two representatives of the shareholders shall be elected to participate in vote counting and scrutinizing. Any shareholder who has interests in the matter under consideration and proxies of such shareholder shall not participate in vote counting or scrutinizing.	Article 67 Before voting on any proposal at a shareholders’ meeting, two representatives of the shareholders shall be elected to participate in vote counting and scrutinizing. Any shareholder who is connected to the matter under consideration and proxies of such shareholder shall not participate in vote counting or scrutinizing.
Article 68 When shareholders are voting on any proposals at a general meeting, lawyers, shareholders’ representatives, supervisors’ representatives, auditors of the Company, the registrar for the overseas-listed foreign shares listed in Hong Kong, and external auditors qualified as the auditors of the Company shall be severally or jointly responsible for vote counting and scrutinizing. The voting results shall be announced in the meeting and recorded in the minutes.
Shareholders or their proxies who voted via the internet or other ways shall have the right to check their voting results through the relevant voting system.	Article 68 When shareholders are voting on any proposals at shareholders’ meeting, lawyers, shareholders’ representatives, auditors of the Company, the registrar for the overseas-listed foreign shares listed in Hong Kong, and external auditors qualified as the auditors of the Company shall be severally or jointly responsible for vote counting and scrutinizing. The voting results in respect of such resolutions shall be announced in the meeting and recorded in the minutes.
Shareholders or their proxies who voted via the internet or other ways shall have the right to check their voting results through the relevant voting system.

II-34 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
Article 69 The physical general meeting shall not be closed earlier than that held via the internet or otherwise. The chairman of the meeting shall announce the voting result of each proposal and whether the proposal is passed pursuant to voting results.

Prior to official announcement of the voting results, the Company and the vote counter, scrutineer, substantial shareholder(s), internet service provider and other relevant parties in relation to voting at the physical general meeting, meeting held via the internet or otherwise shall keep confidential of the voting results. | Article 69 The physical shareholders’ meeting shall not be closed earlier than that held via the internet or otherwise. The chairman of the meeting shall announce the voting result of each proposal and whether the proposal is passed pursuant to voting results.

Prior to official announcement of the voting results, the Company and the vote counter, scrutineer, shareholder(s), internet service provider and other relevant parties in relation to voting at the physical shareholders’ meeting, meeting held via the internet or otherwise shall keep confidential of the voting results. |
| Article 70 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.

II-35 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision

Articles After Revision

Article 71 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 71 The resolution of the shareholders’ 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) and whether the shareholders who are required to abstain from voting have abstained from voting, the voting method, the voting result of each proposal, the detailed content of each of the resolutions passed.

If a proposal is not passed, or if the resolution passed by the preceding shareholders’ meeting is changed by the current shareholders’ meeting, a special note shall be made in the announcement of the resolutions of the shareholders’ meeting. |
| Article 73 Where any proposals in relation to the distribution of profits, issue of bonus shares or capital increase by way of realization of capital reserve are passed at the general meeting, the Company shall implement the specific plan within 2 months from the closing of the general meeting. | Article 73 Where any proposals in relation to the distribution of profits, issue of bonus shares or capital increase by way of realization of capital reserve are passed at the shareholders’ meeting, the Company shall implement the specific plan within 2 months from the closing of the shareholders’ meeting. |

II-36 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
Article 74 Shareholders holding different class of shares shall be class shareholders.	Article 74 Shareholders holding different class of shares shall be class shareholders.
Class shareholders shall enjoy rights and assume obligations in accordance with the laws, regulations and the Articles of Association.	Class shareholders shall enjoy rights and assume obligations in accordance with the laws, administrative regulations and the Articles of Association.
Except for holders of shares of other classes, the holders of domestic shares and overseas-listed foreign shares are different classes of shareholders.	Except for holders of shares of other classes, the holders of domestic shares and overseas-listed foreign shares are different classes of shareholders.
Any non-voting shares in the share capital of the Company shall bear the wording “non-voting right” in their designation.	Any non-voting shares in the share capital of the Company shall bear the wording “non-voting right” in their designation.
If the share capital includes shares carrying different voting rights, any class of shares (except shares with the most privileged voting rights) in the share capital shall bear the wording “restricted voting right” or “limited voting right” in their designation.	If the share capital includes shares carrying different voting rights, any class of shares (except shares with the most privileged voting rights) in the share capital shall bear the wording “restricted voting right” or “limited voting right” in their designation.

II-37 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
Article 77 Shareholders of the affected class, whether or not having the right to vote at shareholders’ general meetings, shall have the right to vote at the class meeting in relation to any of the matters under circumstances (2) to (8) and (11) to (12) mentioned in Article 76, but interested shareholders shall not be entitled to vote at the relevant class meeting.

(An) interested shareholder(s) shall mean:

(1) in the case of a repurchase of shares by way of a general offer to all shareholders of the Company or by way of open transaction on a stock exchange pursuant to Article 26, a “controlling shareholder” defined in Article 316;

(2) in the case of a repurchase of shares by an over-the-counter agreement pursuant to Article 26, a holder of the shares to which such agreement relates;

(3) in the case of a proposed restructuring of the Company, a shareholder who assumes a relatively lower proportion of obligation than the obligations imposed on shareholders of that class or who has an interest in the proposed restructuring different from the general interests of the shareholders of that class. | Article 77 Shareholders of the affected class, whether or not having the right to vote at shareholders’ meetings, shall have the right to vote at the class meeting in relation to any of the matters under circumstances (2) to (8) and (11) to (12) mentioned in Article 76, but interested shareholders shall not be entitled to vote at the relevant class meeting.

(An) interested shareholder(s) shall mean:

(2) in the case of a repurchase of shares by an over-the-counter agreement, a holder of the shares to which such agreement relates;

II-38 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
Article 82 Notices referred to in these Procedural Rules shall be delivered by the following means:	Article 82 Notices referred to in these Procedural Rules shall be delivered by the following means:
(1) by hand;	(1) by hand;
(2) by mail;	(2) by mail;
(3) by fax or email;	(3) by fax or email;
(4) subject to laws, regulations and the listing rules of the place in which the shares of the Company are listed, by publishing information on the website of the Company or any such website as designated by the stock exchanges;	(4) subject to laws, administrative regulations and the listing rules of the place in which the shares of the Company are listed, by publishing information on the website of the Company or any such website as designated by the stock exchanges;
(5) by announcement;	(5) by announcement;
(6) by other means agreed by the Company or the addressees in advance or other means as ratified by the addressees after receipt of the notices;	(6) by other means agreed by the Company or the addressees in advance or other means as ratified by the addressees after receipt of the notices;
(7) by other means recognized by relevant regulatory authorities of the place in which the shares of the Company are listed or required by the Articles of Association.	(7) by other means recognized by relevant regulatory authorities of the place in which the shares of the Company are listed or required by the Articles of Association.

II-39 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision

Articles After Revision

Article 83 Where a notice is served by way of announcement, upon the publication of such announcement, all relevant persons shall be deemed to have received the notice. The requirement of the regulatory authorities of the place in which the Company’s shares are listed shall apply, if such requirement specifies otherwise.

For notice issued by the Company to the holders of overseas-listed foreign-invested shares by way of announcement, the Company shall on the same day submit an electronic version to the Hong Kong Stock Exchange through the Hong Kong Stock Exchange EPS for immediate release on the website of the Hong Kong Stock Exchange in accordance with the rules of the listing place. The announcement shall also be published on the Company’s website at the same time. In addition, the notice shall be delivered to each of the registered addresses as set forth in the register of members of overseas-listed foreign-invested shares by personal delivery or postage paid mail subject to the listing requirement of the listing place so as to give the shareholders sufficient notice and time to exercise their rights or act in accordance with the terms of the notice. Holders of the Company’s overseas-listed foreign-invested shares may elect in writing to receive the corporate communication that the Company is required to send to shareholders either by electronic means or by post, and may also elect to receive either the English or Chinese version only, or both the English and Chinese versions. They shall have the right to change their choices as to the manner of receiving the same and the language at any time by reasonable prior written notice to the Company in accordance with applicable procedures.

II-40 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision	Articles After Revision
In order to prove that such notices, documents, information or written statements have been already delivered to the Company, shareholders shall provide evidence to prove that such notice, document, information or written statement have been delivered within the prescribed time by ordinary post or prepaid mail to the correct address of the Company.	In order to prove that such notices, documents, information or written statements have been already delivered to the Company, shareholders shall provide evidence to prove that such notice, document, information or written statement have been delivered within the prescribed time by ordinary post or prepaid mail to the correct address of the Company.
Notwithstanding the aforesaid requirement on the provision of written corporate communication to shareholders, if the Company has obtained shareholders’ prior written consent or implied consent according to the relevant laws and regulations and the Hong Kong Listing Rules as amended from time to time, the Company may dispatch corporate communication to its shareholders by electronic means or via its website. Corporate communication includes but not limited to circulars, annual reports, interim reports, quarterly reports, notices of shareholders’ general meetings, and other types of corporate communication as specified in the Hong Kong Listing Rules.	Notwithstanding the aforesaid requirement on the provision of written corporate communication to shareholders, if the Company has obtained shareholders’ prior written consent or implied consent according to the relevant laws and administrative regulations and the Hong Kong Listing Rules as amended from time to time, the Company may dispatch corporate communication to its shareholders by electronic means or via its website. Corporate communication includes but not limited to circulars, annual reports, interim reports, quarterly reports, notices of shareholders’ general meetings, and other types of corporate communication as specified in the Hong Kong Listing Rules.
For any notice delivered by hand, the addressee shall sign or seal with chop on the receipt slip and the date of delivery shall be the date of the confirmation of receipt by such addressee. For any notice delivered by mail, the date of delivery shall be the second working day upon the delivery to the post office. For any notice delivered by announcement, the date of delivery shall be the day on which such announcement is first published.	For any notice delivered by hand, the addressee shall sign or seal with chop on the receipt slip and the date of delivery shall be the date of the confirmation of receipt by such addressee. For any notice delivered by mail, the date of delivery shall be the second working day upon the delivery to the post office. For any notice delivered by announcement, the date of delivery shall be the day on which such announcement is first published.

II-41 -

APPENDIX II

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETINGS

Articles Before Revision

Articles After Revision

Article 84 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.

If an announcement or notice is too long, the Company may select to disclose a summary of the relevant contents on the newspapers and periodicals designated by the securities regulatory authority, but the full text shall be published on the website of Shanghai Stock Exchange.

Supplementary notices of the shareholders’ General Meeting as mentioned in the Rules shall be announced on the same newspapers and periodicals on which the notices of meeting are announced. | Article 84 The Company shall issue an announcement and disclose information to holders of domestic shares on newspapers and websites designated by laws, administrative 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.

Supplementary notices of the shareholders’ meeting as mentioned in the Rules shall be announced on the same newspapers and periodicals on which the notices of meeting are announced. |
| Article 87 These Rules of Procedure shall be considered and approved by the shareholders’ general meeting and shall become effective from the date of the Company’s initial public offering and listing.

Upon the effective date of these Rules of Procedure, the Company’s original Rules of Procedure of the General Meetings shall automatically become invalid. | Article 87 These Rules of Procedure shall take effect upon consideration and approval by the shareholders’ meeting.

Upon the effective date of these Rules of Procedure, the Company’s original Rules of Procedure of the Shareholders’ Meetings shall automatically become invalid. |

In accordance with the above amendments to the Rules of Procedure of the General Meetings, corresponding adjustments will be made to the number of chapters/sections/articles/paragraphs and cross-references of the Rules of Procedure of the General Meetings.

APPENDIX III

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

The proposed amendments to the Rules of Procedure of the Board of Directors are set out below:

Articles Before Revision	Articles After Revision
Article 1 General Provisions
In order to regulate the method of deliberation and decision-making process of the board of directors of China Galaxy Securities Co., Ltd. (the “Company”), ensure the effective duty performance of the directors and the board of directors and improve the operational efficiency and decision-making level of the board of directors, these Rules of Procedure are formulated pursuant to 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 Code of Corporate Governance for Listed Companies, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) and other laws and regulations as well as the provisions of the Articles of Association.	Article 1 General Provisions
In order to regulate the method of deliberation and decision-making process of the board of directors of China Galaxy Securities Co., Ltd. (the “Company”), ensure the effective duty performance of the directors and the board of directors and improve the operational efficiency and decision-making level of the board of directors, these Rules of Procedure are formulated pursuant to 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 Code of Corporate Governance for Listed Companies, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (the “SSE Listing Rules”), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) and other laws and administrative regulations as well as the provisions of the Articles of Association.

APPENDIX III

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

Articles Before Revision	Articles After Revision
Article 2 Functions and Powers of the Board of Directors

The board of directors shall be accountable to the shareholders’ general meeting and shall perform the following functions and powers:

(1) to convene shareholders’ general meetings and to report its work to shareholders’ general meetings;

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

(3) to determine the business operation plans and investment plans of the Company;

(4) to formulate the annual budget plan and final accounts plan of the Company;

(5) to formulate the profit distribution plans and loss 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 external investments, acquisition or disposal of assets, mortgage of assets, external guarantees, entrusted wealth management and connected transactions of the Company within the scope of authorization given by shareholders’ general meetings;

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

(10) to decide on the establishment of the Company’s internal management organization; | Article 2 Functions and Powers of the Board of Directors

The board of directors shall be accountable to the shareholders’ meeting and shall perform the following functions and powers:

(1) to convene shareholders’ meetings and to report its work to shareholders’ meetings;

(2) to implement the resolutions passed at shareholders’ meetings;

(3) to determine the business operation plans and investment plans of the Company;

(4) to consider and approve the annual budget plan and final accounts plan of the Company;

(5) to formulate the profit distribution plans and loss 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 external investments, acquisition or disposal of assets, mortgage of assets, external guarantees, entrusted wealth management, connected transactions and external donations of the Company within the scope of authorization given by shareholders’ meetings;

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

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

III-2 -

APPENDIX III

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

Articles Before Revision	Articles After Revision
(11) based on the nomination of the chairman of the board of directors, 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 of the board of directors or General Manager (President), to appoint or dismiss members of the executive committee, deputy general managers (vice presidents), the chief financial officer and other senior management; to determine their remunerations, awards and punishments;	(11) based on the nomination of the chairman of the board of directors, to decide the appointment or dismissal of 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 of the board of directors or General Manager (President), to appoint or dismiss members of the executive committee, deputy general managers (vice presidents), the chief financial officer and other senior management; to determine their remunerations, awards and punishments;
(12) to formulate the basic management system of the Company;	(12) to formulate the basic management system of the Company;
(13) to formulate proposals for any amendments to the Articles of Association;	(13) to formulate proposals for any amendments to the Articles of Association;
(14) to manage the disclosure of information of the Company;	(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;	(15) to propose to shareholders’ meetings the appointment or dismissal of the accounting firm undertaking the audit of periodic reports for the Company;
(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;	(16) to report at an annual shareholders’ 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 executive committee and to inspect the work of the executive committee;	(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);	(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 systems, and to undertake responsibilities for the effectiveness of the risk management and internal control systems, as well as compliance management of the Company;	(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 systems, and to undertake responsibilities for the effectiveness of the risk management and internal control systems, as well as compliance management of the Company;

III-3 -

APPENDIX III

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

Articles Before Revision	Articles After Revision
(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;	(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 to the shareholders’ general meeting for decision; and	(21) to prepare the proposal on the amount and distribution method of the emoluments of directors and to submit it to the shareholders’ meeting for decision;
(22) any other functions and powers conferred by laws and regulations or the Articles of Association.	(22) to determine the goals for integrity practice management, and to be responsible for the effectiveness of the development of integrity culture and integrity practice management. The Company’s goals for integrity practice management are to establish and improve the Company’s integrity practice management system and mechanism, cultivate the concept of treating each other with sincerity and trustworthiness, and foster and promote an integrity culture; and
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.	(23) any other functions and powers conferred by laws, administrative regulations, departmental rules, the Articles of Association or the shareholders’ meeting.
During the adjournment of the board of directors, the chairman shall be responsible for supervising and examining the implementation of board resolutions, and receiving reports from the executive committee and the General Manager (President) on the implementation of board resolutions.	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.
The board of directors may authorize the chairman, the executive committee, the General Manager (President) or other institutions of the Company to exercise its functions and powers, but it shall not generally or permanently grant its statutory functions and powers to individuals or other institutions of the Company. If the board of directors authorizes the chairman, the executive committee, the General Manager (President) or other institutions of the Company to exercise its functions and powers, the board of directors shall adopt a resolution on such authorization.	During the adjournment of the board of directors, the chairman shall be responsible for supervising and examining the implementation of board resolutions, and receiving reports from the executive committee and the General Manager (President) on the implementation of board resolutions.

III-4 -

APPENDIX III

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

Articles Before Revision

Articles After Revision

The Company shall determine the scope of functions and powers to be retained by the board of directors and those to be delegated to individuals or other institutions of the Company, and shall regularly assess them to ensure they meet the Company’s operational and management needs.

The board of directors may authorize the chairman, the executive committee, the General Manager (President) or other institutions of the Company to exercise its functions and powers, but it shall not generally or permanently grant its statutory functions and powers to individuals or other institutions of the Company. If the board of directors authorizes the chairman, the executive committee, the General Manager (President) or other institutions of the Company to exercise its functions and powers, the board of directors shall adopt a resolution on such authorization.

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. | Article 3 Special Provisions on the Functions and Powers of the Board of Directors

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, connected transactions and external donations, 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’ meeting for approval. |

III-5 -

APPENDIX III

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

Articles Before Revision

Articles After Revision

The Company may establish subsidiaries for external investments to engage in investment businesses such as financial products other than those listed in the "List of Proprietary Investment Varieties of Securities Companies". According to laws and regulations and 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 relevant laws and regulations and the requirements of the listing rules of the place where the Company's shares are listed, the board of directors shall have the right to make decision on the following matters: (1) the disposal of assets not required to be approved by a shareholders' general meeting in accordance with Article 68 of the Articles of Association; (2) the provision of guarantee not required to be approved by a shareholders' general meeting in accordance with Article 69 of the Articles of Association; (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.

According to laws and administrative regulations and 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 relevant laws and administrative regulations and the requirements of the listing rules of the place where the Company's shares are listed, the board of directors shall have the right to make decision on the following matters: (1) the disposal of assets not required to be approved by a shareholders' meeting in accordance with Article 67 of the Articles of Association; (2) the provision of guarantee not required to be approved by a shareholders' meeting in accordance with Article 68 of the Articles of Association; (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 falls below 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 shares of the Company are listed;

III-6 -

APPENDIX III

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

Articles Before Revision	Articles After Revision
The board of directors shall, in accordance with the provisions of laws and regulations and the Articles of Association, perform its duties related to compliance management, risk management and internal control, and bear final responsibility for the effectiveness of the Company’s compliance management, risk management, and internal control systems.	(5) entrusted wealth management to be resolved by the board of directors in accordance with the disclosure requirements under the listing rules of the place where the shares of the Company are listed.
The board of directors shall, in accordance with the provisions of laws and administrative regulations and the Articles of Association, perform its duties related to compliance management, risk management and internal control, and bear final responsibility for the effectiveness of the Company’s compliance management, risk management, and internal control systems.
Article 4 Disposal of Fixed Assets
When disposing fixed assets, the board of directors shall not, without prior approval of shareholders’ general meeting, dispose or agree to dispose of any fixed assets of the Company where the aggregate amount of the expected consideration for the proposed disposal and the proceeds from any such disposal of any fixed assets of the Company completed within four months immediately preceding the proposed disposal exceeds 33% of the value of fixed assets of the Company as shown in the latest balance sheet considered by the shareholders’ general meeting.
For the purposes of this article, disposal of fixed assets includes the transfer of interest in assets but does not include the charge of fixed assets as security.
The validity of a disposal of fixed assets by the Company shall not be affected by any breach of the first paragraph of this article.	Deleted

III-7 -

APPENDIX III

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

Articles Before Revision	Articles After Revision
Article 6 Types of Meetings	Article 5 Types of Meetings
Board meetings are divided into regular meetings and extraordinary meetings.	Board meetings are divided into regular meetings and extraordinary meetings.
Board meetings shall be held at least four times a year at approximately quarterly intervals, convened by the chairman.	Board meetings shall be held at least four times a year at approximately quarterly intervals, convened by the chairman.
The chairman of the board of directors shall convene an extraordinary board meeting within 10 days in one of the following circumstances:	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;	(1) considered necessary by the chairman;
(2) jointly proposed by one-third or more of the directors;	(2) jointly proposed by one-third or more of the directors;
(3) proposed by the supervisory committee;	(3) proposed by shareholders holding one-tenth or more of the voting rights;
(4) proposed by shareholders holding one-tenth or more of the voting rights;	(4) proposed by one-half or more of the independent directors;
(5) proposed by one-half or more of the independent directors;	(5) proposed by the executive committee;
(6) proposed by the executive committee;	(6) proposed by the General Manager (President);
(7) proposed by the General Manager (President);	(7) proposed by special committees under the board of directors;
(8) proposed by special committees under the board of directors;	(8) the circumstances specified by laws, administrative regulations and the listing rules of the place where the shares of the Company are listed or the meeting convened at the request by the securities regulatory authorities;
(9) the circumstances specified by laws, regulations and the listing rules of the place where the shares of the Company are listed or the meeting convened at the request by the securities regulatory authorities;	(9) other circumstances stipulated by the Articles of Association.
(10) other circumstances stipulated by the Articles of Association.

III-8 -

APPENDIX III

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

Articles Before Revision	Articles After Revision
Article 7 Submission of Board Proposals
Proposals may be submitted to the board of directors by the following persons or bodies:
(1) the chairman;
(2) one-third or more of the directors;
(3) one-half or more of the independent directors;
(4) the supervisory committee;
(5) the executive committee;
(6) the General Manager (President);
(7) the special committees under the board of directors;
(8) shareholders holding, individually or jointly, one-tenth or more of the Company’s shares.	Article 6 Submission of Board Proposals
Proposals may be submitted to the board of directors by the following persons or bodies:
(1) the chairman;
(2) two or more of the directors (including independent directors);
(3) one-half or more of the independent directors;
(4) the executive committee;
(5) the General Manager (President);
(6) the special committees under the board of directors;
(7) shareholders representing one-tenth or more of the voting rights.
Article 11 Notice of Meetings
For regular and extraordinary board meetings, the Board Office shall issue a written notice of meeting, bearing the seal of the Board Office, 14 days and 5 days in advance, respectively, to all directors and supervisors as well as the General Manager (President) and the secretary to the board of directors via direct delivery, fax, email or other means. If not delivered directly, confirmation shall also be made by phone and recorded accordingly.

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 oral communication or telephone, and the convener shall give explanation on the meeting. | Article 10 Notice of Meetings
For regular and extraordinary board meetings, the Board Office shall issue a written notice of meeting 14 days and 5 days in advance, respectively, to all directors as well as the General Manager (President) and the secretary to the board of directors via direct delivery, fax, email or other means. If not delivered directly, confirmation shall also be made by phone and recorded accordingly.

III-9 -

APPENDIX III

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

Articles Before Revision	Articles After Revision
Article 12 Content of Meeting Notice
A written notice of meeting of the board of directors shall include the following information:
(1) the date and place of the meeting;
(2) the duration of the meeting;
(3) the form of meeting;
(4) the matters for discussion (proposals of the meeting);
(5) the convenor and chairman of the meeting, proposer of the extraordinary meeting and his/her written proposals;
(6) the materials necessary for voting of directors;
(7) the requirement that the directors shall attend the meeting in person or by proxy;
(8) contact person and methods of contact;
(9) date of the notice.

A verbal notice of meeting shall at least include items (1) and (3) above and an explanation of the emergency requiring to promptly convene an extraordinary board meeting.

The Board Office shall provide sufficient materials before the meeting, including relevant background materials for the meeting agenda and relevant information and data that help directors understand the Company’s business progress.

Directors shall carefully read the delivered materials and prepare their opinions. If one-quarter or more of the directors or two or more independent directors believe that the materials are insufficient or the argumentation is unclear, they may jointly propose in writing to the board of directors to postpone the board meeting or postpone the deliberation of the matter, and the board of directors shall adopt it. | Article 11 Content of Meeting Notice
A written notice of meeting of the board of directors shall include the following information:
(1) the date and place of the meeting;
(2) the duration of the meeting;
(3) the form of meeting;
(4) the proposals and reports to be considered and heard;
(5) the convenor and chairman of the meeting, proposer of the extraordinary meeting and his/her written proposals;
(6) the materials necessary for voting of directors;
(7) the requirement that the directors shall attend the meeting in person or by proxy;
(8) contact person and methods of contact;
(9) date of the notice.

A verbal notice of meeting shall at least include items (1) and (3) above and an explanation of the emergency requiring to promptly convene an extraordinary board meeting.

III-10 -

APPENDIX III

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

Articles Before Revision	Articles After Revision
Article 13 Changes to Meeting Notice

After a written notice for a regular board meeting has been issued, if there is a need to change the time and place of the meeting, or to add, change, or cancel a meeting proposal, a written notice of change shall be issued at least three days before the originally scheduled date of the meeting, explaining the situation and the relevant contents and materials of the new proposal. If less than three days, the date of the meeting shall be postponed accordingly or held on the original date after obtaining written consent from all attending directors.

After a notice for an extraordinary board meeting has been issued, if there is a need to change the time and place of the meeting, or to add, change, or cancel a meeting proposal, the prior consent of all attending directors shall be obtained and recorded accordingly. | Article 12 Changes to Meeting Notice

After a notice for an extraordinary board meeting has been issued, if there is a need to change the time and place of the meeting, or to add, change, or cancel a meeting proposal, the prior opinions of all attending directors shall be solicited and recorded accordingly. |

III-11 -

APPENDIX III

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

Articles Before Revision	Articles After Revision
Article 16 Restrictions on Authorized Attendance

The authorization and authorized attendance of board meetings shall follow the following principles:

(1) when deliberating connected transactions, non-connected directors shall not authorize connected directors to attend on their behalf; nor shall connected directors accept authorization from non-connected directors;

(2) independent directors shall not authorize non-independent directors to attend on their behalf, nor shall non-independent directors accept authorization from independent directors;

(3) directors shall not fully authorize other directors to attend on their behalf without stating their personal opinions and voting intentions on the proposals, nor shall relevant directors accept full authorization or authorization with unclear scope;

(4) one director shall not accept authorization from more than two directors, nor shall a director authorize a director who has already accepted authorization from two other directors to attend on his/her behalf. | Article 15 Restrictions on Authorized Attendance

The authorization and authorized attendance of board meetings shall follow the following principles:

(1) when deliberating connected transactions, a director who is connected with the enterprise or individual involved in the resolutions of the board meeting shall promptly report to the board of directors in writing. A connected director shall not exercise voting rights on such resolutions, nor shall he/she represent other directors to exercise their voting rights;

(2) independent directors shall not authorize non-independent directors to attend on their behalf, nor shall non-independent directors accept authorization from independent directors;

III-12 -

APPENDIX III

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

Articles Before Revision	Articles After Revision
Article 20 Voting at the Meeting

After full discussion of the proposals, the chairman shall, at an appropriate time, invite the attending directors to vote on each proposal individually.

Voting in board meeting shall be made by poll, show of hands, fax or other voting methods as approved by the regulatory authorities. Each director has one vote. For board meetings 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.

A director’s voting intention shall be either in favour, against, or abstention. Attending directors shall choose one of the above intentions. If no choice is made or more than one intention is chosen simultaneously, the chairman of the meeting shall ask the director to make a new choice. If the director refuses to choose, it shall be deemed as an abstention. If a director leaves the meeting midway and does not return without making a choice, it shall be deemed as an abstention. | Article 19 Voting at the Meeting

After full discussion of the proposals, the chairman shall, at an appropriate time, invite the attending directors to vote on each proposal individually.

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 meetings 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.

III-13 -

APPENDIX III

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

Articles Before Revision	Articles After Revision
Article 22 Formation of Resolutions

Unless otherwise provided in these Rules of Procedure, a board resolution shall be passed by an affirmative vote of more than half of all directors of the Company. If laws, regulations and the Articles of Association require a board resolution to be approved by more directors, such provisions shall prevail.

Any resolution made by the board of directors on the provision of guarantee within its scope of authority as stipulated in the Articles of Association 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.

Where different resolutions conflict in content and meaning, the resolution formed later in time shall prevail. | Article 21 Formation of Resolutions

Unless otherwise provided in these Rules of Procedure, a board resolution shall be passed by an affirmative vote of more than half of all directors of the Company. If laws, administrative regulations and the Articles of Association require a board resolution to be approved by more directors, such provisions shall prevail.

Any resolution made by the board of directors on the provision of external guarantee within its scope of authority as stipulated in the Articles of Association 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.

Where different resolutions conflict in content and meaning, the resolution formed later in time shall prevail. |
| Article 25 Special Provisions on Profit Distribution

If a board meeting needs to make a resolution on the Company’s profit distribution, it may first notify the certified public accountant of the proposed distribution plan to be submitted to the board of directors for review, and require the same to issue a draft audit report accordingly (all other financial data except those related to distribution have been determined). After the board of directors makes a resolution on the distribution, it shall require the certified public accountant to issue a formal audit report, and the board of directors shall make resolutions on other relevant matters in the regular report based on the formal audit report issued by the certified public accountant. | Article 24 Special Provisions on Profit Distribution

If a board meeting needs to make a resolution on the Company’s profit distribution, it may first notify the external auditors of the proposed distribution plan to be submitted to the board of directors for review, and require the same to issue a draft audit report accordingly (all other financial data except those related to distribution have been determined). Before the board of directors makes a resolution on the distribution, it shall require the external auditors to issue a formal audit report, and the board of directors shall make resolutions on the profit distribution based on the formal audit report issued by the external auditors. |

III-14 -

APPENDIX III

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

Articles Before Revision	Articles After Revision
Article 30 Minutes and Resolution Records

In addition to the minutes of the meeting, the secretary to the board of directors may, if necessary, arrange for the staff of the Board Office to prepare concise minutes of the meeting, and produce separate resolution records based on the statistical voting results of the resolutions formed during the meeting. | Article 29 Minutes and Resolution Records

Attending directors shall, on behalf of themselves and the directors who authorized them to attend the meeting, sign and confirm the records of the meeting, minutes of the meeting and resolution records, and take responsibility for the resolutions passed by the board of directors. The secretary to the board of directors and the recorder shall also sign the minutes of the meeting. If a director has a different opinion on the records of the meeting, minutes of the meeting or resolution records, he/she may provide a written explanation when signing. If necessary, a report shall be submitted to the regulatory authorities in a timely manner, or a public statement may be issued.

If a director neither signs and confirms in accordance with the preceding paragraph nor provides a written explanation of his/her different opinion, or reports to the regulatory authorities or issues a public statement, he/she shall be deemed to have fully agreed to the contents of the records of the meeting, minutes of the meeting and resolution records. | Article 30 Directors’ Signatures

Attending directors shall, on behalf of themselves and the directors who authorized them to attend the meeting, sign and confirm the records of the meeting, minutes of the meeting and resolution records, and take responsibility for the resolutions passed by the board of directors. The secretary to the board of directors and the recorder shall also sign the minutes of the meeting. If a director has a different opinion on the records of the meeting, minutes of the meeting or resolution records, he/she may provide a written explanation when signing. If necessary, a report shall be submitted to the securities regulatory authorities in a timely manner, or a public statement may be issued.

III-15 -

APPENDIX III

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

Articles Before Revision

Articles After Revision

Where a board resolution violates laws, regulations, the resolution of the shareholders’ general meetings or the Articles of Association 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 board resolution 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. | Where a board resolution violates laws, administrative regulations, the resolution of the shareholders’ meetings or the Articles of Association 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 board resolution violates laws, administrative regulations and the requirements of the securities regulatory authorities, the business management shall refuse to implement the resolution. |

III-16 -

APPENDIX III

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

Articles Before Revision	Articles After Revision
Article 35 Miscellaneous

These Rules of Procedure shall be amended in any of the following cases:

(1) where, following any amendment to the Company Law, the Securities Law, the Hong Kong Listing Rules or other relevant laws and regulations and the Articles of Association, any provision of these Rules of Procedure becomes inconsistent with them;

(2) amendments to these Rules of Procedure are decided at a general meeting.

Unless otherwise specified, terms used in these Rules of Procedure shall have the same meanings as in the Articles of Association.

The interpretation of these Rules of Procedure shall be vested to the board of directors.

These Rules of Procedure shall be attached as an annex to the Articles of Association and shall become effective on the date of being considered and approved at the general meeting.

The original Rules of Procedure of the Board of Directors of the Company shall automatically lapse from the date when these Rules of Procedure take effect. | Article 34 Miscellaneous

These Rules of Procedure shall be amended in any of the following cases:

(1) where, following any amendment to the Company Law, the Securities Law, the SSE Listing Rules, the Hong Kong Listing Rules or other relevant laws and administrative regulations and the Articles of Association, any provision of these Rules of Procedure becomes inconsistent with them;

(2) amendments to these Rules are decided at a shareholders’ meeting.

Unless otherwise specified, terms used in these Rules of Procedure shall have the same meanings as in the Articles of Association.

The interpretation of these Rules shall be vested to the board of directors.

These Rules of Procedure shall be attached as an annex to the Articles of Association and shall become effective on the date of being considered and approved at the shareholders’ meeting.

The original Rules of Procedure of the Board of Directors of the Company shall automatically lapse from the date when these Rules of Procedure take effect. |

In accordance with the above amendments to the Rules of Procedure of the Board of Directors, corresponding adjustments will be made to the number of articles/paragraphs and cross-references of the Rules of Procedure of the Board of Directors.

III-17 -

AI assistant

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

51069_rns_2025-10-15_5bee93c1-1fe8-4396-b0a4-99824b1e0ba5.pdf

INTRODUCTION

BUSINESSES TO BE CONSIDERED AT THE EGM

1. Amendments to the Articles of Association

2. Abolishment of the Supervisory Committee

3. Amendments to the Rules of Procedure of the General Meetings

4. Amendments to the Rules of Procedure of the Board of Directors

5. Interim Profit Distribution Plan for 2025

6. Capital Expenditure Budget for 2025

THE EGM

VOTING BY POLL

RECOMMENDATION

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2025

RESOLUTIONS

AI assistant

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

51069_rns_2025-10-15_5bee93c1-1fe8-4396-b0a4-99824b1e0ba5.pdf

INTRODUCTION

BUSINESSES TO BE CONSIDERED AT THE EGM

1. Amendments to the Articles of Association

2. Abolishment of the Supervisory Committee

3. Amendments to the Rules of Procedure of the General Meetings

4. Amendments to the Rules of Procedure of the Board of Directors

5. Interim Profit Distribution Plan for 2025

6. Capital Expenditure Budget for 2025

THE EGM

VOTING BY POLL

RECOMMENDATION

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2025

RESOLUTIONS

More from China Galaxy Securities Co., Ltd.

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