China Merchants Securities Co., Ltd. - Proxy Solicitation & Information Statement 2023

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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, independent adviser or other professional adviser.

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

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

(Stock Code: 6099)

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY; (2) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS OF THE COMPANY;

(3) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS OF THE COMPANY;

(4) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE OF THE COMPANY;

(5) PROPOSED AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY;

(6) ELECTION OF NON-INDEPENDENT DIRECTORS OF THE EIGHTH SESSION OF THE BOARD;

(7) ELECTION OF INDEPENDENT DIRECTORS OF THE EIGHTH SESSION OF THE BOARD;

(8) ELECTION OF SHAREHOLDERS’ REPRESENTATIVE SUPERVISORS OF THE EIGHTH SESSION OF THE SUPERVISORY COMMITTEE; NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING; AND NOTICE OF THE 2024 FIRST H SHAREHOLDERS CLASS MEETING

A letter from the Board is set out on pages 4 to 13 of this circular.

A notice convening the EGM of the Company to be held at China Merchants Securities Building, No. 111 Fuhua Yi Road, Futian Street, Futian District, Shenzhen, Guangdong Province, the PRC on Thursday, January 18, 2024 at 10:00 a.m. is set out on pages N-1 to N-4 of this circular.

A notice convening the H Shareholders Class Meeting of the Company to be held at China Merchants Securities Building, No. 111 Fuhua Yi Road, Futian Street, Futian District, Shenzhen, Guangdong Province, the PRC on Thursday, January 18, 2024 at 10:00 a.m. (or immediately after the conclusion of the EGM and the A Shareholders Class Meeting or adjournment thereof) is set out on pages N-5 to N-7 of this circular.

The proxy form for use at the EGM and the H Shareholders Class Meeting is enclosed with this circular for despatch to the Shareholders. Please complete and return the proxy form in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time stipulated for the holding of the EGM and/or the H Shareholders Class Meeting and deposit it together with the notarised power of attorney or other document of authorisation with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited (for H Shareholders). Completion and return of the proxy form will not preclude you from attending and voting at the EGM and/or the H Shareholders Class Meeting in person if you so wish.

December 28, 2023

CONTENTS

			Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			4
APPENDIX I	－	COMPARISON TABLE OF AMENDMENTS TO
		THE ARTICLES OF ASSOCIATION OF
		THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
APPENDIX II	－	COMPARISON TABLE OF AMENDMENTS TO
		THE RULES OF PROCEDURE FOR GENERAL
		MEETINGS OF THE COMPANY . . . . . . . . . . . . . . . . .	II-1
APPENDIX III	－	COMPARISON TABLE OF AMENDMENTS TO
		THE RULES OF PROCEDURE FOR BOARD
		MEETINGS OF THE COMPANY . . . . . . . . . . . . . . . . .	III-1
APPENDIX IV	－	COMPARISON TABLE OF AMENDMENTS TO
		THE RULES OF PROCEDURE FOR THE
		SUPERVISORY COMMITTEE OF THE COMPANY . .	IV-1
APPENDIX V	－	COMPARISON TABLE OF AMENDMENTS TO
		THE RULES FOR INDEPENDENT DIRECTORS OF
		THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	V-1
APPENDIX VI	－	DETAILS OF THE PROPOSED NON-INDEPENDENT
		DIRECTORS OF THE EIGHTH SESSION OF
		THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	VI-1
APPENDIX VII	－	DETAILS OF THE PROPOSED INDEPENDENT
		DIRECTORS OF THE EIGHTH SESSION OF
		THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	VII-1
APPENDIX VIII	－	DETAILS OF THE PROPOSED SHAREHOLDERS’
		REPRESENTATIVE SUPERVISORS OF THE EIGHTH
		SESSION OF THE SUPERVISORY COMMITTEE . . . .	VIII-1
NOTICE OF THE 2024		FIRST EXTRAORDINARY GENERAL MEETING . . . . .	N-1
NOTICE OF THE 2024		FIRST H SHAREHOLDERS CLASS MEETING . . . . . . .	N-5

– i –

DEFINITIONS

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

“A Share(s) ”

PRC domestic listed share(s) of the Company with a par value of RMB1.00 each, listed on the SSE and traded in RMB

“A Shareholder(s)”
holder(s) of the A Shares
“A Shareholders Class Meeting”
the 2024 first A Shareholders class meeting to be held by the Company at China Merchants Securities Building, No. 111 Fuhua Yi Road, Futian Street, Futian District, Shenzhen, Guangdong Province, the PRC on Thursday, January 18, 2024 at 10:00 a.m. (or immediately after the conclusion of the EGM or adjournment thereof) or any adjournment thereof (as the case may be)
“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
“Class Meetings”
the A Shareholders Class Meeting and H Shareholders Class Meeting
“Company”
China Merchants Securities Co., Ltd., a joint stock company incorporated in the PRC with limited liability, the H Shares and A Shares of which are listed on the Main Board of the Hong Kong Stock Exchange (stock code: 6099) and on the SSE (stock code: 600999), respectively
“CSRC”
China Securities Regulatory Commission
“Director(s)”
director(s) of the Company
“EGM”
the 2024 first extraordinary general meeting to be held by the Company at China Merchants Securities Building, No. 111 Fuhua Yi Road, Futian Street, Futian District, Shenzhen, Guangdong Province, the PRC on Thursday, January 18, 2024 at 10:00 a.m. or any adjournment thereof (as the case may be)

– 1 –

DEFINITIONS

“H Share(s)”
“H Shareholder(s)”
“H Shareholders Class Meeting”
“Hong Kong”
“Hong Kong dollar(s)” or “HK$”
“Hong Kong Stock Exchange”
“Independent Non-executive Director(s)” or “Independent Director(s)”
“Latest Practicable Date”
“Listing Rules”
“PRC” or “China”
“RMB” or “Renminbi”
“Rules for Independent Directors”
overseas-listed foreign share(s) with a par value of RMB1.00 each in the share capital of the Company, listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars
holder(s) of the H Shares
the 2024 first H Shareholders class meeting to be held by the Company at China Merchants Securities Building, No. 111 Fuhua Yi Road, Futian Street, Futian District, Shenzhen, Guangdong Province, the PRC on Thursday, January 18, 2024 at 10:00 a.m. (or immediately after the conclusion of the EGM and the A Shareholders Class Meeting or adjournment thereof) or any adjournment thereof (as the case may be)
the Hong Kong Special Administrative Region of the PRC
Hong Kong dollars, the lawful currency of Hong Kong
The Stock Exchange of Hong Kong Limited
the independent non-executive director(s) of the Company
December 26, 2023, being the latest practicable date for the purpose of ascertaining certain information contained in this circular prior to its publication
the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange
the People’s Republic of China, excluding for the purposes of this circular, Hong Kong, Macau Special Administrative Region of the PRC and Taiwan
Renminbi, the lawful currency of the PRC
the Rules for Independent Directors of the Company, as amended from time to time

– 2 –

DEFINITIONS

“Rules of Procedure for Board the Rules of Procedure for Board Meetings of the Meetings” Company, as amended from time to time “Rules of Procedure for General the Rules of Procedure for General Meetings of the Meetings” Company, as amended from time to time “Rules of Procedure for the the Rules of Procedure for the Supervisory Committee Supervisory Committee” of the Company, as amended from time to time “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” the ordinary share(s) with a par value of RMB1.00 each in the share capital of the Company, comprising the A Share(s) and H Share(s) “Shareholders(s)” holder(s) of the Share(s) “SSE” the Shanghai Stock Exchange “Supervisor(s)” supervisor(s) of the Company “Supervisory Committee” the supervisory committee of the Company “SZSE” the Shenzhen Stock Exchange “%” per cent.

– 3 –

LETTER FROM THE BOARD

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

(Stock Code: 6099)

Executive Directors: Mr. HUO Da (Chairman of the Board) Mr. WU Zongmin (President)

Non-executive Directors: Mr. ZHANG Jian Mr. DENG Weidong Mr. LIU Weiwu Mr. LI Xiaofei Mr. HUANG Jian Ms. DING Lusha

Registered Office: No.111 Fuhua Yi Road Futian Street, Futian District Shenzhen, Guangdong Province the PRC Principal Place of Business in Hong Kong: 48/F, One Exchange Square 8 Connaught Place Central Hong Kong

Independent Non-executive Directors: Mr. XIANG Hua Mr. XIAO Houfa Mr. XIONG Wei Mr. HU Honggao Mr. FENG Jinhua

December 28, 2023

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY; (2) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS OF THE COMPANY;

(3) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS OF THE COMPANY;

(4) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE OF THE COMPANY;

(5) PROPOSED AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY;

(6) ELECTION OF NON-INDEPENDENT DIRECTORS OF THE EIGHTH SESSION OF THE BOARD;

(7) ELECTION OF INDEPENDENT DIRECTORS OF THE EIGHTH SESSION OF THE BOARD;

– 4 –

LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to provide you, as holders of H Shares, with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM and/or the H Shareholders Class Meeting.

At the EGM, special resolutions will be proposed to consider and approve (i) the resolution on the proposed amendments to the Articles of Association; (ii) the resolution on the proposed amendments to the Rules of Procedure for General Meetings; (iii) the resolution on the proposed amendments to the Rules of Procedure for Board Meetings; and (iv) the resolution on the proposed amendments to the Rules of Procedure for the Supervisory Committee; and ordinary resolutions will be proposed to consider and approve (v) the resolution on the proposed amendments to the Rules for Independent Directors; (vi) the resolution on the election of non-independent Directors of the eighth session of the Board; (vii) the resolution on the election of Independent Directors of the eighth session of the Board; and (viii) the resolution on the election of Shareholders’ representative Supervisors of the eighth session of the Supervisory Committee.

At the H Shareholders Class Meeting, special resolutions will be proposed to consider and approve (i) the resolution on the proposed amendments to the Articles of Association; (ii) the resolution on the proposed amendments to the Rules of Procedure for General Meetings; (iii) the resolution on the proposed amendments to the Rules of Procedure for Board Meetings; and (iv) the resolution on the proposed amendments to the Rules of Procedure for the Supervisory Committee.

1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated December 14, 2023 in relation to, among others, the proposed amendments to the Articles of Association.

In view of the abolition of the Mandatory Provisions for the Articles of Association of Companies to be Listed Overseas and the Letter about Suggestions on Amendment to Articles of Association of Companies to be Listed in Hong Kong on March 31, 2023, and in accordance with relevant laws and regulations such as the Guidelines for Articles of Association of Listed Companies, the Measures for the Administration of Independent Directors of Listed Companies, the Listing Rules and the Measures for the Supervision and Administration of the Directors, Supervisors, Senior Management and Practitioners of Securities and Fund Operation Institutions as well as the actual situation of the Company, on December 14, 2023, the Board has resolved to make proposed amendments to the Articles of Association, details of which are set out in Appendix I to this circular.

– 5 –

LETTER FROM THE BOARD

The proposed amendments to the Articles of Association shall be subject to the consideration and approval by the Shareholders at the EGM, the A Shareholders at the A Shareholders Class Meeting and the H Shareholders at the H Shareholders Class Meeting by way of special resolutions. The amended Articles of Association shall become effective from the date of consideration and approval at the EGM and Class Meetings. Prior to that, the existing Articles of Association shall remain effective.

The Board has also resolved to propose to the Shareholders at the EGM and Class Meetings to authorize the Board in turn to authorize the management of the Company to handle the filing and change of business registration procedures with relevant regulatory authorities involved in the proposed amendments to the Articles of Association, and to make adjustments to the proposed amendments to the Articles of Association according to the opinions of relevant filing and registration authorities (if any).

The above-mentioned resolution has been considered and approved by the Board on December 14, 2023, and is hereby proposed at the EGM and the H Shareholders Class Meeting for consideration and approval by way of a special resolution.

2. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS

Reference is made to the announcement of the Company dated December 14, 2023 in relation to, among others, the proposed amendments to the Rules of Procedure for General Meetings.

In view of the abolition of the Mandatory Provisions for the Articles of Association of Companies to be Listed Overseas and the Letter about Suggestions on Amendment to Articles of Association of Companies to be Listed in Hong Kong on March 31, 2023, and in accordance with relevant laws and regulations such as the Guidelines for Articles of Association of Listed Companies, the Rules for General Meetings of Listed Companies, the Listing Rules and the Shanghai Stock Exchange Self-regulatory Guidelines for Listed Companies No. 1 – Standardized Operation as well as the actual situation of the Company, on December 14, 2023, the Board has resolved to make proposed amendments to the Rules of Procedure for General Meetings, details of which are set out in Appendix II to this circular.

The proposed amendments to the Rules of Procedure for General Meetings shall be subject to the consideration and approval by the Shareholders at the EGM, the A Shareholders at the A Shareholders Class Meeting and the H Shareholders at the H Shareholders Class Meeting by way of special resolutions. The amended Rules of Procedure for General Meetings shall become effective from the date of consideration and approval at the EGM and Class Meetings. Prior to that, the existing Rules of Procedure for General Meetings shall remain effective.

– 6 –

LETTER FROM THE BOARD

3. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS

Reference is made to the announcement of the Company dated December 14, 2023 in relation to, among others, the proposed amendments to the Rules of Procedure for Board Meetings.

In accordance with relevant laws and regulations such as the Guidelines for Articles of Association of Listed Companies, the Measures for the Administration of Independent Directors of Listed Companies and the Shanghai Stock Exchange Self-regulatory Guidelines for Listed Companies No. 1 – Standardized Operation, the Articles of Association as well as the actual situation of the Company, on December 14, 2023, the Board has resolved to make proposed amendments to the Rules of Procedure for Board Meetings, details of which are set out in Appendix III to this circular.

The proposed amendments to the Rules of Procedure for Board Meetings shall be subject to the consideration and approval by the Shareholders at the EGM, the A Shareholders at the A Shareholders Class Meeting and the H Shareholders at the H Shareholders Class Meeting by way of special resolutions. The amended Rules of Procedure for Board Meetings shall become effective from the date of consideration and approval at the EGM and Class Meetings. Prior to that, the existing Rules of Procedure for Board Meetings shall remain effective.

– 7 –

LETTER FROM THE BOARD

4. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE

Reference is made to the announcement of the Company dated December 14, 2023 in relation to, among others, the proposed amendments to the Rules of Procedure for the Supervisory Committee.

In view of the abolition of the Mandatory Provisions for the Articles of Association of Companies to be Listed Overseas and the Letter about Suggestions on Amendment to Articles of Association of Companies to be Listed in Hong Kong on March 31, 2023, and in accordance with the Guidelines for Articles of Association of Listed Companies, the Articles of Association as well as the actual situation of the Company, on December 14, 2023, the Supervisory Committee has resolved to make proposed amendments to the Rules of Procedure for the Supervisory Committee, details of which are set out in Appendix IV to this circular.

The proposed amendments to the Rules of Procedure for the Supervisory Committee shall be subject to the consideration and approval by the Shareholders at the EGM, the A Shareholders at the A Shareholders Class Meeting and the H Shareholders at the H Shareholders Class Meeting by way of special resolutions. The amended Rules of Procedure for the Supervisory Committee shall become effective from the date of consideration and approval at the EGM and Class Meetings. Prior to that, the existing Rules of Procedure for the Supervisory Committee shall remain effective.

The above-mentioned resolution has been considered and approved by the Supervisory Committee on December 14, 2023, and is hereby proposed at the EGM and the H Shareholders Class Meeting for consideration and approval by way of a special resolution.

5. PROPOSED AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS

In accordance with relevant laws and regulations such as the Measures for the Administration of Independent Directors of Listed Companies, the Measures for the Supervision and Administration of the Directors, Supervisors, Senior Management and Practitioners of Securities and Fund Operation Institutions and the Shanghai Stock Exchange Self-regulatory Guidelines for Listed Companies No. 1 – Standardized Operation as well as the actual situation of the Company, on December 14, 2023, the Board has resolved to make proposed amendments to the Rules for Independent Directors, details of which are set out in Appendix V to this circular.

– 8 –

LETTER FROM THE BOARD

The above-mentioned resolution has been considered and approved by the Board on December 14, 2023, and is hereby proposed at the EGM for consideration and approval by way of an ordinary resolution.

6. ELECTION OF NON-INDEPENDENT DIRECTORS OF THE EIGHTH SESSION OF THE BOARD

Reference is made to the announcement of the Company dated December 14, 2023 in relation to, among others, the proposed election of non-independent Directors of the eighth session of the Board.

The term of the seventh session of the Board of the Company has expired on October 30, 2023. Given that additional time was required for preparation of the election of the eighth session of the Board, all members of the seventh session of the Board have been performing and will continue to perform their respective duties until the completion of change of session of the Board.

The Board has resolved to nominate the following ten non-independent Directors at the meeting held on December 14, 2023:

6.01 Mr. HUO Da as an executive Director;

6.02 Mr. ZHANG Jian as a non-executive Director;
6.03 Mr. DENG Weidong as a non-executive Director;
6.04 Mr. LIU Weiwu as a non-executive Director;
6.05 Mr. WU Zongmin as an executive Director;
6.06 Mr. LI Xiaofei as a non-executive Director;
6.07 Mr. MA Boyin as a non-executive Director;
6.08 Mr. HUANG Jian as a non-executive Director;
6.09 Mr. ZHANG Mingwen as a non-executive Director; and
6.10 Ms. DING Lusha as a non-executive Director.

Mr. HUO Da, Mr. ZHANG Jian, Mr. DENG Weidong, Mr. LIU Weiwu, Mr. WU Zongmin, Mr. LI Xiaofei, Mr. MA Boyin, Mr. HUANG Jian, Mr. ZHANG Mingwen and Ms. DING Lusha are collectively referred to as the “Proposed Non-independent Directors”.

– 9 –

LETTER FROM THE BOARD

The term of office of each of the Proposed Non-independent Directors will take effect from the date on which his/her proposed election is approved by the Shareholders at the EGM for a term of three years. In accordance with the Articles of Association, each of the Proposed Non-independent Directors shall be eligible for re-election upon the expiry of his/her term of office. The biographical details of the Proposed Non-independent Directors and other information regarding their election are set out in Appendix VI to this circular.

The above-mentioned resolution has been considered and approved by the Board on December 14, 2023, and is hereby proposed at the EGM for consideration and approval by way of an ordinary resolution.

7. ELECTION OF INDEPENDENT DIRECTORS OF THE EIGHTH SESSION OF THE BOARD

Reference is made to the announcement of the Company dated December 14, 2023 in relation to, among others, the proposed election of Independent Directors of the eighth session of the Board.

The Board has resolved to nominate the following four Independent Directors at the meeting held on December 14, 2023:

7.01 Mr. YIP, Ying Chi Benjamin as an Independent Non-executive Director;
7.02 Ms. ZHANG Ruijun as an Independent Non-executive Director;
7.03 Mr. CAO Xiao as an Independent Non-executive Director; and
7.04 Mr. FENG Jinhua as an Independent Non-executive Director.

Mr. YIP, Ying Chi Benjamin, Ms. ZHANG Ruijun, Mr. CAO Xiao and Mr. FENG Jinhua are collectively referred to as the “Proposed Independent Directors”.

Reference is made to the announcement of the Company dated July 11, 2023 in relation to the expiry of the terms of Independent Non-executive Directors. The Board is still looking for a suitable candidate to replace Mr. XIANG Hua as an Independent Non-executive Director. During this period, he will continue to perform his duties as an Independent Non-executive Director. After receiving nomination proposals for the remaining candidate for Independent Non-executive Director of the eighth session of the Board and completing the nomination procedures, the Board will make an announcement as soon as possible.

– 10 –

LETTER FROM THE BOARD

The term of office of each of the Proposed Independent Directors will take effect from the date on which his/her proposed election is approved by the Shareholders at the EGM for a term of three years. In accordance with the Rules for Independent Directors, each of the Proposed Independent Directors shall be eligible for re-election upon the expiry of his/her term of office. However, an Independent Director shall not serve on the position for more than six years consecutively. The biographical details of the Proposed Independent Directors and other information regarding their election are set out in Appendix VII to this circular.

The above-mentioned resolution has been considered and approved by the Board on December 14, 2023, and is hereby proposed at the EGM for consideration and approval by way of an ordinary resolution.

8. ELECTION OF SHAREHOLDERS’ REPRESENTATIVE SUPERVISORS OF THE EIGHTH SESSION OF THE SUPERVISORY COMMITTEE

Reference is made to the announcement of the Company dated December 14, 2023 in relation to, among others, the proposed election of Shareholders’ representative Supervisors of the eighth session of the Supervisory Committee.

The term of the seventh session of the Supervisory Committee of the Company has expired on October 30, 2023. Given that additional time was required for preparation of the election of the eighth session of the Supervisory Committee, all members of the seventh session of the Supervisory Committee have been performing and will continue to perform their respective duties until the completion of change of session of the Supervisory Committee.

The Supervisory Committee has resolved to nominate the following five Shareholders’ representative Supervisors at the meeting held on December 14, 2023:

8.01 Mr. ZHU Eric Liwei as a Shareholders’ representative Supervisor;

8.02 Mr. WANG Zhangwei as a Shareholders’ representative Supervisor;

8.03 Mr. MA Yunchun as a Shareholders’ representative Supervisor;
8.04 Mr. PENG Luqiang as a Shareholders’ representative Supervisor; and
8.05 Mr. ZOU Qun as a Shareholders’ representative Supervisor.

Mr. ZHU Eric Liwei, Mr. WANG Zhangwei, Mr. MA Yunchun, Mr. PENG Luqiang and Mr. ZOU Qun are collectively referred to as the “Proposed Shareholders’ Representative Supervisors”.

– 11 –

LETTER FROM THE BOARD

The eighth session of the Supervisory Committee is currently short of a Shareholders’ representative Supervisor candidate. An announcement will be made by the Company as soon as possible upon receipt of recommendations on nomination of relevant candidates and completion of the nomination process.

The employee representative Supervisors of the eighth session of the Supervisory Committee will be elected at the employee representative meeting of the Company and are not subject to the Shareholders’ approval. The Company will make corresponding announcement(s) in due course.

The term of office of each of the Proposed Shareholders’ Representative Supervisors will take effect from the date on which his proposed election is approved by the Shareholders at the EGM for a term of three years. In accordance with the Articles of Association, each of the Proposed Shareholders’ Representative Supervisors shall be eligible for re-election upon the expiry of his term of office. The biographical details of the Proposed Shareholders’ Representative Supervisors and other information regarding their election are set out in Appendix VIII to this circular.

The above-mentioned resolution has been considered and approved by the Board on December 14, 2023, and is hereby proposed at the EGM for consideration and approval by way of an ordinary resolution.

EGM AND H SHAREHOLDERS CLASS MEETING

The EGM is to be held at China Merchants Securities Building, No. 111 Fuhua Yi Road, Futian Street, Futian District, Shenzhen, Guangdong Province, the PRC on Thursday, January 18, 2024 at 10:00 a.m. The notice convening the EGM is set out on pages N-1 to N-4 of this circular.

The H Shareholders Class Meeting is to be held at China Merchants Securities Building, No. 111 Fuhua Yi Road, Futian Street, Futian District, Shenzhen, Guangdong Province, the PRC on Thursday, January 18, 2024 at 10:00 a.m. (or immediately after the conclusion of the EGM and the A Shareholders Class Meeting or adjournment thereof). The notice convening the H Shareholders Class Meeting is set out on pages N-5 to N-7 of this circular.

The summary of the important dates for H Shareholders is as follows:

Last Registration	:	4:30 p.m. on Thursday, January 11, 2024
Date
Closure of Register	:	From Friday, January 12, 2024 to Thursday, January
of Members for		18, 2024 (both days inclusive)
H Shareholders
Submission of	:	not later than 24 hours before the time appointed for
Proxy Form		the EGM and/or the H Shareholders Class Meeting
		(i.e. Wednesday, January 17, 2024 at 10:00 a.m.)

– 12 –

LETTER FROM THE BOARD

The register of members of H Shares of the Company will be closed from Friday, January 12, 2024 to Thursday, January 18, 2024 (both days inclusive). All transfer documents accompanied by the relevant share certificates shall be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, January 11, 2024. Purchasers of Shares who have submitted their transfer documents to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, and registered as Shareholders on the register of members of H Shares of the Company before 4:30 p.m. on Thursday, January 11, 2024 are entitled to attend and vote in respect of all resolutions to be proposed at the EGM and/or the H Shareholders Class Meeting.

To be valid, for H Shareholders, the form of proxy and notarised power of attorney or other document of authorisation must be delivered to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the EGM and/or the H Shareholders Class Meeting. Completion and return of the proxy form will not preclude you from attending and voting at the EGM and/or the H Shareholders Class Meeting in person.

PROCEDURES FOR VOTING AT THE EGM AND THE H SHAREHOLDERS CLASS MEETING

According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a Shareholders’ general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the chairman of the EGM and/or the H Shareholders Class Meeting will demand a poll in relation to the proposed resolutions at the EGM and/or the H Shareholders Class Meeting in accordance with Article 129 of the Articles of Association.

RECOMMENDATION

The Board is of the view that all of the above resolutions are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM and/or the H Shareholders Class Meeting as set out in the Notice of the EGM and/or the H Shareholders Class Meeting attached to this circular.

Yours faithfully, By Order of the Board China Merchants Securities Co., Ltd. Huo Da

Chairman

– 13 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 1 The Articles of Association is
formulated in accordance with the Company
Law of the People’s Republic of China (the
“Company Law”), Securities Law of the
People’s Republic of China (the “Securities
Law”), Code of Corporate Governance for
Listed Companies in China, Rules for
Governance of Securities Companies,
Guidelines for Articles of Association of
Listed Companies, Rules Governing the
Listing of Stocks on Shanghai Stock
Exchange,Special Regulations of the State
Council on Overseas Offering and Listing
of
Shares
by
Joint
Stock
Limited
Companies (the “Special Regulations”),
Mandatory Provisions for the Articles of
Association of Companies to be Listed
Overseas, Letter about Suggestions on
Amendment to Articles of Association of
Companies to be Listed in Hong Kong,
Rules Governing the Listing of Securities on
The Stock Exchange of Hong Kong Limited
(the “Hong Kong Listing Rules”) and other
relevant provisions, for the purpose of
safeguarding the legitimate rights and
interests of China Merchants Securities Co.,
Ltd. (the “Company”), its shareholders and
creditors, and regulating the organization
and activities of the Company.
Article 1 The Articles of Association is
formulated in accordance with the Company
Law of the People’s Republic of China (the
“Company Law”), Securities Law of the
People’s Republic of China (the “Securities
Law”), Code of Corporate Governance for
Listed Companies, Rules for Governance of
Securities Companies, Guidelines for
Articles of Association of Listed Companies,
Rules Governing the Listing of Stocks onthe
Shanghai Stock Exchange, Rules Governing
the Listing of Securities on The Stock
Exchange of Hong Kong Limited (the “Hong
Kong Listing Rules”) and other relevant
provisions, for the purpose of safeguarding
the legitimate rights and interests of China
Merchants
Securities
Co.,
Ltd.
(the
“Company”), its shareholders and creditors,
and regulating the organization and
activities of the Company.
The relevant provisions have been abolished.

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Reasons for amendments
Article 2 The Company is a limited liability
company
by
shares
established
in
accordance with the Company Law, the
Securities
Law
and
other
relevant
regulations.
The Company was approved by document
ZJJGZ (2001) No. 285 of China Securities
Regulatory Commission (“CSRC”) and
document SFG (2001) No. 49 of People’s
Government of Shenzhen, Guangdong
Province. The Company is entirely evolved
from and established by the original
shareholder of Guo Tong Securities Co., Ltd.
The Company was registered at Shenzhen
Administration for Industry & Commerce in
Guangdong Province on December 26, 2001,
and secured the Business License for the
Enterprise as a Legal Person. On June 28,
2002, the Company was renamed to “China
Merchants Securities Co., Ltd.” from “Guo
Tong Securities Co., Ltd.” and completed the
change
procedure
at
Shenzhen
Administration for Industry & Commerce in
Guangdong Province.
Article 2 The Company is a limited liability
company
by
shares
established
in
accordance with the Company Law, the
Securities
Law
and
other
relevant
regulations.
The Company was approved by document
ZJJGZ (2001) No. 285 of China Securities
Regulatory Commission (“CSRC”) and
document SFG (2001) No. 49 of People’s
Government of Shenzhen, Guangdong
Province. The Company is entirely evolved
from and established by the original
shareholder of Guo Tong Securities Co., Ltd.
The Company was registered at Shenzhen
Administration for Industry & Commerce in
Guangdong Province on December 26, 2001,
and secured the Business License for the
Enterprise as a Legal Person. On June 28,
2002, the Company was renamed to “China
Merchants Securities Co., Ltd.” from “Guo
Tong Securities Co., Ltd.” and completed the
change
procedure
at
Shenzhen
Administration for Industry & Commerce in
Guangdong Province. The Company’s
unified
social
credit
code
is
91440300192238549B.
Article 2 of the Guidelines for Articles of
Association of Listed Companies (the
“Guidelines for Articles of Association”):
……
The company is established by [method of
establishment],
registered
at
the
administration of market regulation of [place
of company registration authority], and
secured a business license. The business
license
number
is
[business
license
number].
.……
Added the business license number.
Article 5 Address: No. 111, Fuhuayi Road,
Futian Street, Futian District, Shenzhen
Post Code: 518046
Tel: 0755-82943666
Fax: 0755-82943100
Article 5 Address: No. 111, Fuhuayi Road,
Futian Street, Futian District, Shenzhen
Post Code: 518046
The deleted clauses were provided under the
Mandatory Provisions for the Articles of
Association of Companies to be Listed
Overseas (the “Mandatory Provisions”),
which have been abolished.

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Reasons for amendments
Article
10
In
accordance
with
the
requirements of the Constitution of the
Communist Party of China, an organization
of the Communist Party of China shall be
established. The Party committee shall
perform the leadership functions to provide
directions, manage overall situations and
facilitate implementation. The working
organs of the Party shall be established,
equipped with sufficient staff to deal with
Party affairs and provided with sufficient
funds to operate the Party Organization.
Article
10
In
accordance
with
the
requirements of the Constitution of the
Communist Party of China, an organization
of the Communist Party of China shall be
establishedto carry out Party activities. The
Party
committee
shall
perform
the
leadership functions to provide directions,
manage overall situations and ensure
implementation. The working organs of the
Party shall be established, equipped with
sufficient staff to deal with Party affairs and
provided with sufficient funds to operate the
Party Organization, so as to provide
necessary conditions for the activities of
the Party Organization.
Article 12 of the Guidelines for Articles of
Association:
In accordance with the requirements of the
Constitution of the Communist Party of
China, an organization of the Communist
Party of China shall be established to carry
out Party activities. The company shall
provide necessary conditions for the
activities of the Party Organization.
Article 33 of the Constitution of the
Communist Party of China:
……
The Party Committee (Party Group) of a
state-owned enterprise shall perform the
leadership functions to provide directions,
manage overall situations and ensure
implementation, and discuss and decide on
major corporate matters in accordance with
the provisions.
……

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Reasons for amendments
Article 11 The Company shall consistently
implement the strategy of legal governance,
enhance corporate legal construction and
compliance management, implement laws
and regulations and industry regulations as
well as departmental rules such as
state-owned asset management through a
compliance officer system, implement the
legal requirements on governing enterprises
by the rule of law and operating under the
rule of law, strive to be an enterprise with
rule of law and safeguard the compliant
operation
and
sustainable
healthy
development of the Company.
Article 11 The Company shall consistently
implement the strategy of legal governance,
enhance corporate legal construction and
compliance management, implement laws
and regulations and industry regulations as
well
as
departmental
rules
such
as
state-owned asset management through a
compliance officer system, implement the
legal requirements on governing enterprises
by the rule of law and operating under the
rule of law, strive to be an enterprise with
rule of law and safeguard the compliant
operation
and
sustainable
healthy
development of the Company.
Adjusted the wording (in the Chinese version
only).
Article 260 The Company shall, as required
by the regulatory authority, perform the
duty of information disclosure.
Article14The Company shall, as required by
the regulatory authorityand stock exchange
of the place where the securities of the
Company are listed, perform the duty of
information disclosure.
Added the stock exchange, and adjusted the
position.
Newly added
Article 20 In terms of business integrity
management, the Company aims to actively
promote the cultural concept of “treating
each
other
with
sincerity
and
trustworthiness”, establish and improve
the
business
integrity
system
and
long-term mechanism, and facilitate the
sustainable, sound and high-quality
development of the Company.
Article 18 of the Securities Industry Code of
Conduct:
……
The board of directors or (in the absence of a
board of directors) the executive directors
shall determine the objectives of business
integrity management and be liable for
ensuring the effectiveness of business
integrity management.
……

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Article 19 All the shares of the Company
shall be issued in the form of stocks.
The Company shall have ordinary shares.
The Company may, upon the approval of
the departments as authorized by the State
Council, arrange other classes of shares if
necessary.
Article 21 All the shares of the Company
shall be issued in the form of stocks.
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.
Article 22 Subject to the approval by the
securities regulatory authority under the
State Council, the Company may issue
shares to domestic investors and foreign
investors.
……
Article 24 Upon registration or filing with
the securities regulatory authority under the
State Council, the Company may issue
shares to domestic investors and foreign
investors.
……
The domestically listed domestic shares
issued by the Company are centrally
deposited at China Securities Depository
and Clearing Corporation Limited.
The H shares of the Company shall either
be held by the central depository of Hong
Kong Securities Clearing Company Limited
or held by the individual shareholders in
their own names.
The
registration
system
has
been
implemented for domestic issuance. In
accordance with the Trial Measures on the
Administration of Overseas Securities
Offerings
and
Listings
by
Domestic
Enterprises, overseas issuance shall be filed
with the CSRC.
Article 18 of the Guidelines for Articles of
Association:
The shares issued by the company are
centrally deposited at [name of securities
registration institution].

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Reasons for amendments
Article25Shares issued by the Company to
domestic investors for subscription in
Renminbi shall be referred to as domestic
shares. Shares issued by the Company to
foreign investors for subscription in foreign
currencies shall be referred to as foreign
shares. Foreign shares listed overseas are
called overseas-listed foreign shares.
Foreign shares listed on SEHK are called H
Shares.
With the approval from the securities
regulatory authority under the State
Council, the holders of domestic shares of
the Company may transfer the shares held
by them to foreign investors, and such
shares can be listed and traded abroad. The
listing and trading of such transferred
shares on overseas stock exchange shall
also
comply
with
the
regulatory
procedures, rules, and requirements of the
overseas securities market. For the listing
and trading of the transferred shares on the
overseas stock exchange, no separate class
of general meeting shall be convened for
voting.
Article 27 Shares issued by the Company to
domestic investors for subscription in
Renminbi shall be referred to as domestic
shares. Shares issued by the Company to
foreign investors for subscription in foreign
currencies shall be referred to as foreign
shares. Foreign shares listed overseas are
called overseas-listed foreign shares.
Foreign shares listed on SEHK are called H
Shares.
The provision is no longer applicable.

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Article 26 As for the proposal of the
issuance of the overseas-listed foreign
shares and domestic shares of the
Company approved by the securities
regulatory authority under the State
Council, the Board of Directors of the
Company may make separate arrangements
for offerings.
The Company may implement its proposal
to issue overseas-listed foreign shares and
domestic shares separately pursuant to the
provisions of the preceding paragraph
within fifteen (15) months from the date of
approval by the securities regulatory
authority under the State Council.
Article 27 The Company shall have the
respective overseas-listed foreign shares
and domestic shares fully subscribed
within the planned number of total shares
in the issuance proposal. If the shares
cannot be fully subscribed at one time due
to special circumstances, the shares may,
subject to the approval by the securities
regulatory authority under the State
Council, be issued in separate batches.
Deleted
The original clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.

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Reasons for amendments
Article 29 The Company may, based on its
operating and development needs and in
accordance
with
laws,
rules
and
regulations, increase its registered capital in
the following ways, subject to resolution
adopted by the shareholders’ general
meeting:
(I)
By public offering of shares;
(II) By private offering of shares;
(III) By placing new shares to its existing
shareholders;
(IV) By issuing bonus shares to its existing
shareholders;
(V) By capitalization of its capital reserve
funds into share capital; or
(VI) By other means permitted by laws,
administrative regulations, rules, and
subject to the approval by relevant
regulatory authority.
After the Company’s increase of share
capital by means of issuing new shares shall
have been approved pursuant to the
Articles of Association, the issuance thereof
shall be conducted in accordance with the
procedures set out by relevant laws,
administrative regulations and rules.
Article 29 The Company may, based on its
operating and development needs and in
accordance
with
laws,
regulations,
regulatory provisions, self-disciplinary
rules and other relevant provisions,
increase its registered capital in the
following ways, subject to resolution
adopted by the shareholders’ general
meeting:
(I)
By public offering of shares;
(II) By private offering of shares;
(III)By issuing bonus shares to its existing
shareholders;
(IV) By capitalization of its capital reserve
funds into share capital; or
(V) By other means permitted by laws,
regulations, regulatory provisions,
self-disciplinary rules and other
relevant provisions.
After the Company’s increase of share
capital by means of issuing new shares shall
have been approved pursuant to the Articles
of Association, the issuance thereof shall be
conducted
in
accordance
with
the
procedures set out by relevant laws,
regulations,
regulatory
provisions,
self-disciplinary rules and other relevant
provisions.
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.

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Reasons for amendments
Newly added
Article
32
The
Company
shall,
in
accordance with the laws, apply for change
in its registration with the company
registration authority when it increases or
reduces its registered capital.
Article 178 of the Guidelines for Articles of
Association:
……
The company shall, in accordance with the
laws, apply for change in its registration with
the company registration authority when it
increases or reduces its registered capital.
Article 33 The Company may repurchase
sharesin any of the following ways:
(I)
By making a repurchasing offer to all
of its shareholders on a pro rata basis;
(II) By repurchasing shares through
public trading on a stock exchange;
(III) By
repurchasing
shares
by
an
off-market agreement; or
(IV) Other ways permitted by laws,
regulations,
rules,
normative
documents, or approved by the
relevant competent authority.
Article 34 The Company may repurchase
shares through open and centralized
trading or other methods permitted by
laws, regulations, regulatory provisions,
self-disciplinary rules and other relevant
provisions. If the Company acquires its
own shares under the circumstances set out
in items (III), (V) and (VI) of paragraph 1 of
Article 33 of the Articles of Association, it
shall be conducted through open and
centralized trading.
The original clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.
Article 25 of the Guidelines for Articles of
Association:
The company may repurchase shares through
open and centralized trading or other
methods permitted by laws, administrative
regulations and other methods approved by
the CSRC. If the company acquires its own
shares under the circumstances set out in
items (III), (V) and (VI) of paragraph 1 of
article 24 of the articles of association, it shall
be conducted through open and centralized
trading.

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Article 34 If the Company acquires its own
sharesby reasons of paragraphs(I) and (II)
of Article 32 of the Articles of Association,
the proposed resolution shall be passed at
the general meeting. If the Company
acquires
its
own
shares
under
the
circumstances set out in paragraphs (III),
(V) and (VI) of Article 32 of the Articles of
Association, the proposed resolution shall
be passed at the Board meeting attended by
more thantwo-thirds of the directors.
Upon the acquisition of its own shares by
the Company pursuant to Article 32 of the
Articles of Association, in the case of
paragraph (I), the acquired shares shall be
cancelled within ten (10) days from the date
of acquisition; in the case ofparagraphs(II)
and (IV), the acquired shares shall be
transferred or cancelled within six months;
in the case ofparagraphs(III), (V) and (VI),
the aggregate number of shares held by the
Company shall not exceed 10% of the total
amount of shares issued by the Company,
and shall be transferred or cancelled within
three (3) years.
……
Article 35 If the Company acquires its own
shares under the circumstances set out in
items(I) and (II) ofparagraph 1 ofArticle33
of the Articles of Association, the proposed
resolution shall be passed at the general
meeting. If the Company acquires its own
shares under the circumstances set out in
items (III), (V) and (VI) of paragraph 1 of
Article 33 of the Articles of Association,
subject
to
compliance
with
laws,
regulations,
regulatory
provisions,
self-disciplinary rules and other relevant
provisions, the proposed resolution may be
passed at the Board meeting attended by
two-thirdsor moreof the directors.
Upon the acquisition of its own shares by the
Company pursuant toparagraph 1 ofArticle
33 of the Articles of Association, in the case
of item (I), the acquired shares shall be
cancelled within ten (10) days from the date
of acquisition; in the case of items (II) and
(IV), the acquired shares shall be transferred
or cancelled within six months; in the case of
items (III), (V) and (VI), the aggregate
number of shares held by the Company shall
not exceed 10% of the total amount of shares
issued by the Company, and shall be
transferred or cancelled within three (3)
years.
If laws, regulations, regulatory provisions,
self-disciplinary rules and other relevant
provisions otherwise specify the relevant
matters of the repurchase of shares as
mentioned above, such provisions shall
prevail.
Adjusted the wording.
Rule 10.06(1)(a) of the Rules Governing the
Listing of Securities on The Stock Exchange of
Hong Kong Limited (the “Hong Kong Listing
Rules”):
An issuer whose primary listing is on the
Exchange may only purchase shares on the
Exchange, either directly or indirectly, if:
……
(iii):
its shareholders have given a specific
approval or a general mandate to its
directors to make the purchase(s), by
way of an ordinary resolution which
complies with Rule 10.06(1)(c) of the
Hong Kong Listing Rules and which
has been passed at a General Meeting
of the issuer duly convened and held.

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Article 35 The Company must obtain the
prior approval of the shareholders at a
general meeting (in the manner provided
in the Company’s Articles of Association)
before it can repurchase shares by means of
an off-market agreement. The Company
may cancel or change the agreement
established in the aforementioned manner
or waive any rights under such agreement
with
the
prior
approval
from
a
shareholders’ general meeting obtained in
the same manner.
The agreement for the repurchase of shares
referred to in the preceding paragraph
includes (but not limited to) an agreement
to become obliged to repurchase shares or
an agreement to acquire the right to
repurchase shares.
The Company cannot transfer the contract
specifying its repurchase of shares or any
rights under such contract.
If the redeemable share that the Company
is entitled to repurchase is repurchased
off-market or by bidding, the repurchase
price of such shares must be capped. For
the share repurchase by bidding, the
relevant bidding invitations must be sent
to all of its shareholders equally without
discrimination.
Deleted
These three Articles were incorporated in
accordance with the Mandatory Provisions
(abolished) and the Hong Kong Listing Rules
(the relevant provisions have been deleted
therein).

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Article 36 After repurchasing its own
shares lawfully, the Company shall cancel
these repurchased shares and apply for the
change in registered capital at the original
registration authority of the Company
within the period prescribed by laws,
administrative regulations and rules.
The aggregate par value of the shares so
cancelled shall be deducted from the
Company’s registered capital.
Article 37 Unless the Company has entered
the course of liquidation, it shall comply
with the following provisions in relation to
a repurchase of its issued shares:
(I)
Where the Company repurchases
shares at par value, payment shall be
made out of book balance of the
Company’s distributable profits or
out of the proceeds of a new issue of
shares made for that purpose;

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(II) Where the Company repurchases
shares at a premium to its par value,
payment up to the par value shall be
made out of book balance of the
Company’s distributable profits or out
of the proceeds of a new issue of
shares made for that purpose. Payment
of the proportion in excess of the par
value shall be effected as follows:
1.
If the shares being repurchased
were issued at par value,
payment shall be made out of
the
book
balance
of
its
distributable profits;
2.
If the shares being repurchased
were issued at a premium to its
par value, payment shall be
made out of the book balance of
its distributable profits or out
of the proceeds of a new issue of
shares made for that purpose;
provided that the amount paid
out of the proceeds of the new
issue shall not exceed the
aggregate
amount
of
the
premiums received by the
Company on the issue of the
shares repurchased nor shall it
exceed the book value of the
Company’s
capital
reserve
(including the premiums on the
new issue) at the time of the
repurchase;

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(III) The
Company
shall
make
the
following
payment
out
of
the
Company’s distributable profits:
1.
Payment for the acquisition of
the right to repurchase its own
shares;
2.
Payment for the variation of any
contract for the repurchase of
its shares;
3.
Payment for the release of its
obligations under any contract
for the repurchase of shares.
(IV) After the Company’s registered
capital has been reduced by the
aggregate par value of the cancelled
shares in accordance with the relevant
provisions, the amount deducted from
the distributable profits of the
Company for the payment of the par
value of shares which have been
repurchased shall be transferred to
the capital reserve account of the
Company.
If laws, regulations, rules, normative
documents or relevant provisions of the
securities regulatory authority at the place
where the securities are listed otherwise
specify the financial treatment provisions
in relation to the repurchase of shares as
mentioned above, these provisions shall
prevail.

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Article 38 The Company’s shares are freely
transferable without any liens, unless
otherwise specified in laws, regulations,
rules, normative documents and relevant
requirements of the securities regulatory
authority at the place where the securities
are listed.The transfer of the overseas-listed
foreign shares listed in Hong Kong must be
registered at the Hong Kong registration
entity entrusted by the Company.
Article 36 The Company’s shares are
transferable in accordance with the laws.
The transfer of the overseas-listed foreign
shares listed in Hong Kong must be
registered at the Hong Kong registration
entity entrusted by the Company.
Article 27 of the Guidelines for Articles of
Association:
The company’s shares are transferable in
accordance with the laws.
The deleted clauses were incorporated in
accordance with the Mandatory Provisions
(abolished) and the Hong Kong Listing Rules
(the relevant provisions have been deleted
therein).
Article 39 All fully paid-up overseas-listed
foreign shares listed on SEHK may be
freely transferable in accordance with the
Articles of Association, provided however,
that such transfer complies with the
following requirements, otherwise the
Board of Directors may refuse to recognize
any instrument of transfer and will not
need to provide any reason therefor:
(I)
A fee shall have been paid up to the
Company
for
the
necessary
registration of the instrument of
transfer and other documents relating
to or with impact on the right of
ownership of the shares in accordance
with the standard fees set out in Hong
Kong Listing Rules, which shall not
exceed the maximum fees permitted
by Hong Kong Listing Rules from
time to time;
(II) The instrument of transfer shall only
relate to overseas-listed foreign shares
listed on SEHK;
Deleted
The original clauses were incorporated in
accordance with the Letter about Suggestions
on Amendment to Articles of Association of
Companies to be Listed in Hong Kong (the
“Letter about Suggestions on Amendment”),
which have been abolished.

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(III) The stamp duty which is chargeable
on the instrument of transfer shall
have been paid;
(IV) The relevant share certificate(s) and
any other evidence that the Board of
Directors may reasonably require to
prove that the transferor has the right
to transfer the shares shall have been
provided;
(V) If it is intended that the shares be
transferred to joint owners, the
maximum number of joint owners
shall be no more than four (4);
(VI) The Company shall not have any lien
over the relevant shares.
If the Board of Directors refuses to register
any transfer of shares, the Company shall,
within two (2) months of the formal
application for the transfer, provide the
transferor and the transferee with a notice
of refusal to register such transfer.

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Article 42 The shares of the Company held
by the promoters cannot be transferred
within one (1) year after the incorporation of
the Company. The shares issued before the
initial public offering of A-shares cannot be
transferred within one (1) year after the
A-shares are listed for trading on the stock
exchange.
The directors, supervisors, and senior
officers of the Company shall report to the
Company their holdings of shares and any
changes thereof. The shares transferred each
year during their term of office cannot
exceed 25% of the total shares they hold.
None of these personnel is allowed to
transfer the shares of the Company held by
them within half a year from their departure
from office.
If laws, regulations, rules, normative
documents and relevant requirements of
the securities regulatory authority at the
place where the securities are listedspecify
otherwise, such provisions shall prevail.
Article39The shares of the Company held by
the promoters cannot be transferred within
one (1) year after the incorporation of the
Company. The shares issued before the
initial public offering of A-shares cannot be
transferred within one (1) year after the
A-shares are listed for trading on the stock
exchange.
The directors, supervisors and senior officers
of the Company shall report to the Company
their holdings of shares and any changes
thereof. The shares transferred each year
during their term of office cannot exceed 25%
of the total shares they hold. None of these
personnel is allowed to transfer the shares of
the Company held by them within half a year
from their departure from office.
If these personnel resign prior to the
expiration of their term of office, they shall
comply with the provisions of the
preceding paragraph during their term of
office determined when they take office
and within six (6) months after the
expiration of such term of office.
None of the directors, supervisors and
senior officers of the Company is allowed
to transfer the shares of the Company held
by them within one (1) year after the shares
of the Company are listed for trading.
If laws, regulations, regulatory provisions,
self-disciplinary rules and other relevant
provisions
specify
otherwise,
such
provisions shall prevail.
Rule 12 of the Implementation Rules for Share
Reductions by Shareholders, Directors,
Supervisors and Senior Officers of Listed
Companies of the Shanghai Stock Exchange:
Where the directors, supervisors and senior
officers resign prior to the expiration of their
term of office, they shall comply with the
following restrictive provisions during their
term of office determined when they take
office and within six (6) months after the
expiration of such term of office:
(I)
The shares transferred each year cannot
exceed 25% of the total shares of the
company they hold;
(II) They are not allowed to transfer the
shares of the company held by them
within half a year from their departure
from office;
……
Article 29 of the Guidelines for Articles of
Association:
……
The directors, supervisors and senior officers
of the company shall report to the company
their holdings of shares (including preferred
shares) and any changes thereof. The shares
transferred each year during their term of
office cannot exceed 25% of the total shares of
the same class they hold. The shares of the
company held by them shall not be
transferred within one (1) year after the
shares of the company are listed for trading.
None of these personnel is allowed to
transfer the shares of the company held by
them within half a year from their departure
from office.

– I-17 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 43 When any shareholder, holding
more than 5% of the Company’s shares, of
the Company or any director, supervisor,
senior officer of the Company disposes of
his/her/its shares or other securities with
an equity nature in the Company within six
months of purchase, or purchases shares in
the Company again within six months of
disposal, the proceeds derived therefrom
shall be retained for the benefit of the
Company. However, the disposals by
brokerage companies holdingmore than 5%
of the shares in the Company due to the fact
that their underwritten shares remain
unsubscribed shall not be subject to the
six-month period restriction.
……
If laws, regulations, rules, normative
documents and relevant requirements of
the securities regulatory authority at the
place where the securities are listedspecify
otherwise, such provisions shall prevail.
Article40When any shareholder, holding5%
or more of the Company’s shares, of the
Company or any director, supervisor, senior
officer of the Company disposes of
his/her/its shares or other securities with an
equity nature in the Company within six(6)
months of purchase, or purchases shares in
the Company again within six(6)months of
disposal, the proceeds derived therefrom
shall be retained for the benefit of the
Company. However, exceptions shall be
made for brokerage companies holding 5%
or moreof the shares in the Company due to
the fact that their underwritten shares
remain
unsubscribed,
and
other
circumstances specified by the CSRC.
……
If laws, regulations, regulatory provisions,
self-disciplinary rules and other relevant
provisions
specify
otherwise,
such
provisions shall prevail.
Article 30 of the Guidelines for Articles of
Association:
When any shareholder, holding 5% or more of
the company’s shares, of the company or any
director, supervisor, senior officer of the
company disposes of his/her/its shares or
other securities with an equity nature in the
company within six months of purchase, or
purchases shares in the company again within
six months of disposal, the proceeds derived
therefrom shall be retained for the benefit of
the company. However, exceptions shall be
made forbrokerage companies holding 5% or
more of the shares in the company due to the
fact that their underwritten shares remain
unsubscribed, and other circumstances
specified by the CSRC.
……
Section IV Financial Assistance for
Acquisition of Shares
Article 44 to Article 46
Deleted
The original clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.
Section V Share Certificates and Register
of Shareholders
Article 47 to Article 58
Deleted
The original clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.

– I-18 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 59 The Company shall maintain a
register of shareholders based on vouchers
provided by securities registries. The
register of shareholders shall be sufficient
evidence of the shareholders’ shareholding
in the Company. Shareholders of the
Company are those lawfully holding the
shares of the Company, with his/her name
(or designation) registered in the register
of shareholders. A shareholder shall enjoy
rights and assume obligations according to
the class of shares held. Shareholders
holding the same class of shares shall enjoy
the same rights and assume the same
obligations.
……
Article 41 The Company shall maintain a
register of shareholders based on vouchers
provided by securities registries. The
register of shareholders shall be sufficient
evidence of the shareholders’ shareholding
in the Company. A shareholder shall enjoy
rights and assume obligations according to
the class of shares held. Shareholders
holding the same class of shares shall enjoy
the same rights and assume the same
obligations.The register of shareholders of
overseas-listed foreign shares shall be open
for inspection by shareholders but the
Company may be permitted to close the
register on terms equivalent to section 632
of the Companies Ordinance (Cap.622 of
the Laws of Hong Kong).
……
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.
Paragraph 20 of Appendix 3 of the Hong Kong
Listing Rules:
That the branch register of members in Hong
Kong shall be open for inspection by members
but the issuer may be permitted to close the
register on terms equivalent to section 632 of
the Companies Ordinance.
Article 61 The holders of the Company’s
ordinary shares shall enjoy the following
rights:
(I)
To receive dividends and other forms of
benefit distribution in proportion to
their shareholdings;
(II) To lawfully demand, convene, preside,
or
attend
shareholders’
general
meetings either in person or by proxy
and exercise the corresponding voting
right;
Article 43 The holders of the Company’s
ordinary shares shall enjoy the following
rights:
(I)
To receive dividends and other forms of
benefit distribution in proportion to
their shareholdings;
(II) To lawfully demand, convene, preside,
or
attend
shareholders’
general
meetings either in person or by proxy,
speak
at
shareholders’
general
meetings
and
exercise
the
corresponding voting right (except
where a shareholder is required, by the
relevant requirements of the place
where the shares of the Company are
listed, to abstain from voting to
approve
the
matter
under
consideration);
Paragraph 14(3) of Appendix 3 of the Hong
Kong Listing Rules:
That members must have the right to (a) speak
at a general meeting; and (b) vote at a general
meeting except where a member is required,
by these Exchange Listing Rules, to abstain
from voting to approve the matter under
consideration.

– I-19 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
(III) To supervise the Company’s business
operations, and raise suggestions or
make inquiries;
(IV) To transfer, offer as gift or pledge their
shares in accordance with laws,
regulations, normative documents,
relevant
requirements
of
the
securities regulatory authorities in the
place where the securities of the
Company are listed and these Articles
of Association;
(V) To obtain relevant information in
accordance with the Articles of
Association, including:
1.
To receive a copy of the Articles
of
Association,
subject
to
payment of the cost of such copy;
2.
To inspect and photocopy, subject
to the payment of a reasonable fee:
(1)
all parts of the register of
shareholders;
(III) To supervise the Company’s business
operations, and raise suggestions or
make inquiries;
(IV) To transfer, offer as gift or pledge their
shares in accordance with laws,
regulations, regulatory provisions,
self-disciplinary rules, these Articles
of Association and other relevant
provisions;
(V) To obtain relevant information in
accordance with these Articles of
Association, including to inspect and
photocopy, subject to the payment of a
reasonable fee, these Articles of
Association,
the
register
of
shareholders
of
the
Company,
counterfoils of corporate bonds,
minutes of shareholders’ general
meetings,
resolutions
of
Board
meetings, resolutions of meetings of
the
Board
of
Supervisors,
and
financial and accounting reports;
……
Adjusted the wording.
Article 33 of the Guidelines for Articles of
Association:
Shareholders of the company shall enjoy the
following rights:
……
(V) To inspect the articles of association, the
register of shareholders, counterfoils of
corporate
bonds,
minutes
of
shareholders’
general
meetings,
resolutions
of
board
meetings,
resolutions of meetings of the board of
supervisors,
and
financial
and
accounting reports;
……
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.

– I-20 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
(2)
personal data of directors,
supervisors, General Manager
and other senior officers of
the Company, including:
(a)
Present and former name
and alias;
(b)
Principal address (place
of residence);
(c)
Nationality;
(d)
Full-time and all other
part-time occupations
and duties;
(e)
Identification
documents and numbers
thereof.
(3)
Share capital of the Company;
(4)
Report showing the aggregate
par value, quantity, highest
and lowest prices of each class
of shares repurchased by the
Company since the end of the
last financial year, and all the
costs paid by the Company for
this purpose;
(5)
Minutes of general meetings
(for review by shareholders
only);

– I-21 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
(6)
The latest audited financial
statements, and reports from
the Board of Directors,
auditor and the Board of
Supervisors;
(7)
Special resolutions;
(8)
Copy of the latest annual
return submitted to China
Administration for Industry
&
Commerce
or
other
competent authorities for
filing;
(9)
Counterfoils of corporate
bonds, resolutions of Board
meetings, resolutions of
meetings of the Board of
Supervisors, and financial
and accounting reports.
Documents of Items (1) to (8) (except Item
(2)) mentioned above shall be made
available by the Company, according to the
requirements of the Hong Kong Listing
Rules, at the Company’s address in Hong
Kong, for the public and holders of
overseas-listed foreign shares to inspect
free of charge.
……
(VIII) To enjoy other rights conferred by laws,
regulations,
rules,
normative
documents, the Hong Kong Listing
Rules andthese Articles of Association.
……
(VIII) To enjoy other rights conferred by laws,
regulations, regulatory provisions,
self-disciplinary rules,these Articles of
Association
and
other
relevant
provisions.
……
Adjusted the wording.

– I-22 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 66 The holders of the Company’s
ordinary shares shall assume the following
obligations:
(I)
To comply withthe “Provisions for the
Administration of Equity Ownership
in Securities Companies” and the
Articles
of
Association
of
the
Company;
(II) To pay subscription funds based on the
number of shares subscribed and the
method of subscription. Shareholders
of the Company shall fulfill their
capital contribution obligations in
strict
accordance
with
laws,
regulations,and the CSRC’s rulesand
use their proprietary funds to acquire
equity of the Company. The funds shall
come
from
legal
sources.
Non-proprietary
funds
such
as
entrusted funds are prohibited for such
equity acquisition unless otherwise
prescribed by laws and regulations;
(III) Not to withdraw shares unless in the
circumstances stipulated by laws and
regulations;
(IV) Not to abuse shareholder’s rights to
prejudice the interests of the Company or
other shareholders; note to abuse the
status of the Company as an independent
legal person or the limited liability of a
shareholder to prejudice the interests of
the creditors of the Company;
Shareholders of the Company who abuse
their shareholder’s rights and thereby
causing losses to the Company or other
shareholders
shall
be
liable
for
compensation in accordance with the law.
Article 48 The holders of the Company’s
ordinary shares shall assume the following
obligations:
(I)
To comply with laws, regulations,
regulatory provisions, self-disciplinary
rules, these Articles of Association and
other relevant provisions;
(II) To pay subscription funds based on the
number of shares subscribed and the
method of subscription. Shareholders of
the Company shall fulfill their capital
contribution
obligations
in
strict
accordance with laws, regulations,
regulatory provisions, self-disciplinary
rules and other relevant provisions and
use their proprietary funds to acquire
equity of the Company. The funds shall
come from legal sources. Non-proprietary
funds such as entrusted funds are
prohibited for such equity acquisition
unless otherwise prescribed by laws and
regulations;
(III) Not to withdraw shares unless in the
circumstances
stipulated
by
laws,
regulations,
regulatory
provisions,
self-disciplinary rules and other relevant
provisions;
(IV) Not to abuse shareholder’s rights to
prejudice the interests of the Company or
other shareholders; note to abuse the
status of the Company as an independent
legal person or the limited liability of a
shareholder to prejudice the interests of
the creditors of the Company;
Adjusted the wording (the same applies
below).
The original clauses have been moved to the
end of the Article.

– I-23 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Where shareholders of the Company abuse
the
status
of
the
Company
as
an
independent legal person or the limited
liability of shareholders for the purpose of
evading
repayments
of
debts
and
materially impairs the interests of the
creditors
of
the
Company,
such
shareholders shall be jointly and severally
liable for the liabilities of the Company.
(V) The substantial shareholders (as
defined in the Provisions for the
Administration of Equity Ownership in
Securities in Securities Companies) and
controlling
shareholders
shall
replenish the capital of the Company
when necessary;
(VI) To fulfill other obligations imposed by
laws, administrative regulations,
rules, other normative documentsand
these Articles of Association.
Shareholders shall not bear any liability
for further contribution to share capital
other than the conditions agreed by the
subscriber of the relevant shares on
subscription.
(V) The
substantial
shareholders
(as
defined in the Provisions for the
Administration of Equity Ownership in
Securities in Securities Companies) and
controlling shareholders shall replenish
the capital of the Company when
necessary;
(VI) To fulfill other obligations imposed by
laws,
regulations,
regulatory
provisions, self-disciplinary rules and
other relevant provisions and these
Articles of Association.
Shareholders of the Company who abuse
their shareholder’s rights and thereby
causing losses to the Company or other
shareholders
shall
be
liable
for
compensation in accordance with the law.
Where shareholders of the Company
abuse the status of the Company as an
independent legal person or the limited
liability of shareholders for the purpose
of evading repayments of debts and
materially impairs the interests of the
creditors
of
the
Company,
such
shareholders
shall
be
jointly
and
severally liable for the liabilities of the
Company.
Adjusted the wording.
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.

– I-24 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article
67
Shareholders
holding
or
controlling 5% or abovevotingshares of the
Company shall notify the Company
promptly after occurrence of any of the
following circumstances:
(I)
Shares of the Company they hold or
control is underlitigationpreservation
measures or mandatory enforcement
measures;
(II) Shares of the Company they hold is
pledged;
……
The Company shall report to relevant
regulatory authorities, such as the local
office of the CSRC of its place of domicile,
within
five
working
days
after
acknowledging the occurrence of the events
as stated in Items (I) to (VIII)above.
This
sub-clause
does
not
apply
to
recognized clearing houses as defined by
relevant laws and regulations of the place
where the securities of the Company are
listed.
Article
49
Shareholders
holding
or
controlling 5% or above shares of the
Company
shall
notify
the
Company
promptly after occurrence of any of the
following circumstances:
(I)
Shares of the Company they hold or
control is under property preservation
measures or mandatory enforcement
measures;
(II) Shares of the Company they hold is
pledged (the Company should be
notified in writing on the day of such
occurrence);
……
The Company shall report to the local office
of the CSRC of its place of domicile within
five (5) working days after acknowledging
the occurrence of the events as stated in
Items (I) to (VIII)of paragraph 1.
This sub-clause does not apply to recognized
clearing houses as defined by relevant laws
and regulations of the place where the
securities of the Company are listed.
Rule 10 of the Rules for Governance of
Securities Companies:
Shareholders or actual controllers of a
securities company shall notify the securities
company within five (5) business days after
occurrence
of
any
of
the
following
circumstances:
(I)
Shares of the securities company they
hold or control is under property
preservation measures or mandatory
enforcement measures;
(II) Shares of the securities company they
hold is pledged;
……
This provision shall not apply to shareholders
holding less than 5% of the shares of the listed
securities company.
Article 39 of the Guidelines for Articles of
Association:
If shareholders holding 5% or above voting
shares of the company pledge their shares,
they shall make a written report to the
company on the day of such occurrence.

– I-25 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 68 The controlling shareholders or
the actual controllers of the Company shall
not use their affiliations to damage the
interests of the Company. In the event of any
contravention of the requirements and
causes
losses
to
the
Company,
the
controlling shareholder or the actual
controller of the Company shall assume the
liability for compensations thereof.
The controlling shareholders and the actual
controllers of the Company have fiduciary
duties towards the Company and public
shareholders
of
the
Company.
The
controlling shareholder of the Company
shall exercise his/her/its rights as a capital
contributor in strict compliance with laws
and shall not impair the legitimate rights
and interests of the Company and the public
shareholders of the Company by way of,
among other things, distribution of profits,
restructuring of assets, external investment,
misappropriation of funds and loan
guarantee, or by its controlling position
impair the interests of the Company and the
public shareholders.
Article 50 The controlling shareholders or
the actual controllers of the Company shall
not use their affiliations to damage the
interests of the Company. In the event of any
contravention of the requirements and
causes losses to the Company, the controlling
shareholder or the actual controller of the
Company shall assume the liability for
compensations thereof.
The controlling shareholders and the actual
controllers of the Company have fiduciary
duties towards the Company and public
shareholders
of
the
Company.
The
controlling shareholder of the Company
shall exercise his/her/its rights as a capital
contributor in strict compliance with laws
and shall not impair the legitimate rights and
interests of the Company and the public
shareholders of the Company by way of,
among other things, distribution of profits,
restructuring of assets, external investment,
misappropriation
of
funds
and
loan
guarantee, or by its controlling position
impair the interests of the Company and the
public shareholders.

– I-26 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
In addition to obligations imposed by
laws,
administrative
regulations
or
required by the listing rules of the local
stock exchange where the securities of the
Company
are
listed,
a
controlling
shareholder shall not make any decision to
exercise his/her/its voting rights in respect
of the following matters in a manner
prejudicial to the interests of all or any of
the shareholders of the Company:
(I)
To relieve a director or supervisor of
his/her duty to act faithfully in the
best interest of the Company;
(II) To approve the expropriation by a
director or supervisor (for his/her own
benefit or for the benefit of another
person), in any manner, of the
Company’s assets, including (without
limitation) any opportunity beneficial
to the Company;
(III) To approve the expropriation by a
director or supervisor (for his/her own
benefit or for the benefit of another
person) of the individual rights of
other
shareholders,
including
(without limitation) the rights to
distributions and voting rights, except
for
any
corporate
restructuring
submitted to the shareholders’ general
meeting for approval in accordance
with the Articles of Association.
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.

– I-27 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 71 The shareholding period of
shareholders of the Company shall be in
compliance with laws, administrative
regulations andtherelevantCSRC rules.
The de facto controller of a shareholder of
the Company shall comply with the same
lock-up
period
prescribed
for
the
shareholder of the Company, unless
otherwise
recognized
by
the
CSRC
according to law.
Article 53 The shareholding period of
shareholders of the Company shall be in
compliance
with
laws,
regulations,
regulatory provisions, self-disciplinary
rulesandotherrelevantprovisions.
If the major assets of a shareholder of the
Company are equities in the Company, its
controlling shareholder and de facto
controller shall comply with the same
lock-up
period
prescribed
for
the
shareholder
of
the
Company,
unless
otherwise recognized by the CSRC according
to law.
Adjusted the wording.
Article 24 of the Provisions for the
Administration of Equity Ownership in
Securities Companies:
……
If the major assets of a shareholder of a
securities company are equities in the
securities
company,
the
controlling
shareholder of such shareholder andde facto
controller of such shareholder shall comply
with the same lock-up period prescribed for
the shareholder of the securities company,
unless otherwise recognized by the CSRC
according to law.
Article 72 Shareholders of the Company
shall not pledge equities held in the
Company during the lock-up period. Upon
expiration of the lock-up period, a
shareholder of the Company shall not
pledge more than 50% of its own equities in
the Company.
When pledging its own equities in the
Company, the shareholder shall not impair
the interests of other shareholders or the
Company, maliciously circumvent the
requirements of the lock-up period of
equities, make such agreements that would
allow the pledgee or other third party to
exercise
voting
rights
and
other
shareholders’ rights, or transfer in any
disguised form the control power over the
Company’s equities.
Article54Shareholdersholding 5% or above
shares of the Company shall not pledge
equities held in the Company during the
lock-up period. Upon expiration of the
lock-up period, a shareholder of the
Company shall not pledge more than 50% of
its own equities in the Company.
When pledging its own equities in the
Company, the shareholder shall not impair
the interests of other shareholders or the
Company, maliciously circumvent the
requirements of the lock-up period of
equities, make such agreements that would
allow the pledgee or other third party to
exercise
voting
rights
and
other
shareholders’ rights, or transfer in any
disguised form the control power over the
Company’s equities.
Article 25 of the Provisions for the
Administration of Equity Ownership in
Securities Companies:
Shareholders of a securities company shall
not pledge equities held in the securities
company during the lock-up period. Upon
expiration
of
the
lock-up
period,
a
shareholder of the securities company shall
not pledge more than 50% of its own equities
in the securities company.
……
Paragraph 1 of this Article shall not apply to
shareholders holding less than 5% of the
shares of listed securities companies and
securities companies listed on the equities
exchange and quotations.

– I-28 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 74 The shareholders’ general
meeting is the organ of authority in the
Company, and shall exercise the following
functions and powers in accordance with the
law:
……
(X) To amendtheArticles of Associationof
the Company;
……
(XII) To consider and approve the external
guarantees specified inArticle 75;
(XIII)To consider and approve the provision
of financial assistance (including
interest-bearing
or
interest-free
borrowings, entrusted loans, etc.) as
specified inArticle 76;
……
Article56The shareholders’ general meeting
is the organ of authority in the Company, and
shall exercise the following functions and
powers in accordance with the law:
……
(X)
To
amend
these
Articles
of
Association;
……
(XII) To consider and approve the external
guarantees specified in Article 57 of
these Articles of Association;
(XIII)To consider and approve the provision
of financial assistance (including
interest-bearing
or
interest-free
borrowings, entrusted loans, etc.) as
specified inArticle 58 of these Articles
of Association;
……
Adjusted the wording and Article number
referenced.

– I-29 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article81More than half of the independent
directors shall be entitled to propose to the
Board
of
Directors
to
convene
an
extraordinary general meeting. Regarding
the proposal of the independent directors to
convene an extraordinary general meeting,
the Board of Directors shall, pursuant to
relevant laws, administrative regulations
and these Articles of Association, indicate
its written feedbacks to the agreement or
disagreement to the convening of the
extraordinary general meeting within ten
(10) days after receipt of the proposal.
……
Article63More than half of the independent
directors shall be entitled to propose to the
Board
of
Directors
to
convene
an
extraordinary general meeting. Regarding
the proposal of the independent directors to
convene an extraordinary general meeting,
the Board of Directors shall, pursuant to
relevant laws, regulations, regulatory
provisions, self-disciplinary rules, these
Articles of Association and other relevant
provisions, indicate its written feedbacks to
the agreement or disagreement to the
convening of the extraordinary general
meeting within ten (10) days after receipt of
the proposal.
……
Article
18
of
the
Measures
for
the
Administration of Independent Directors of
Listed Companies:
Independent directors shall exercise the
following special functions and powers:
……
(II) To propose to the board of directors to
convene an extraordinary general
meeting;
……
Independent director(s) shall obtain the
consent ofmore than halfof all independent
directors before exercising the functions and
powers listed in Items (I) to (III) of the
preceding paragraph.
……

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APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article83Shareholder(s) severally or jointly
holding 10% or above shares of the
Company for ninety (90) consecutive days
or more shall be entitled to request the
Board
of
Directors
to
convene
an
extraordinary general meeting, and shall
put forward such request to the Board of
Directors in writing. The Board of Directors
shall,
pursuant
to
relevant
laws,
administrative regulations and these
Articles of Association, indicate its written
feedbacks to the agreement or disagreement
to the convening of the extraordinary
general meeting within ten (10) days after
receipt of the request.
Where the Board of Directors agrees to
convene the extraordinary general meeting,
it will serve a notice of such meeting within
five (5) days after the resolution is made by
the Board of Directors. In the event of any
change to the original request set forth in the
notice,
the
consent
of
the
relevant
shareholder(s) shall be obtained.
……
Where the Board of Supervisors agrees to
convene the extraordinary general meeting,
it will serve a notice of such meeting within
five (5) days after the receipt of the said
request. In the event of any change to the
original request set forth in the notice, the
consent of the relevant shareholder(s) shall
be obtained.
……
Article65Shareholder(s) severally or jointly
holding 10% or above shares of the Company
for ninety (90) consecutive days or more
shall be entitled to request the Board of
Directors to convene an extraordinary
general meeting, and shall put forward such
request to the Board of Directors in writing.
The Board of Directors shall, pursuant to
relevant laws, regulations, regulatory
provisions, self-disciplinary rules, these
Articles of Association and other relevant
provisions, indicate its written feedbacks to
the agreement or disagreement to the
convening of the extraordinary general
meeting within ten (10) days after receipt of
the request.
Where the Board of Directors agrees to
convene the extraordinary general meeting,
it will serve a notice of such meeting within
five (5) days after the resolution is made by
the Board of Directors. In the event of any
change to the original request set forth in the
notice,
the
consent
of
the
relevant
shareholder(s) shall be obtained.
……
Where the Board of Supervisors agrees to
convene the extraordinary general meeting,
it will serve a notice of such meeting within
five (5) days after the receipt of the said
request. In the event of any change to the
original request set forth in the notice, the
consent of the relevant shareholder(s) shall
be obtained.
……
Adjusted the wording (in the Chinese version
only).

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APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article84Where the Board of Supervisors or
shareholders decide to convene a general
meeting by itself/themselves, it/they shall
notify the Board of Directors in writing and
file with the local office of the CSRC and
the stock exchange in the place where the
Company is located.
The shareholding of shareholders who
convene the shareholders’ general meeting
shall be no less than 10% before a resolution
passed at the shareholder’s general meeting
is announced.
The convening shareholders shall, when the
notice on the convening of the shareholders’
general meeting is delivered and a
resolution passing at the shareholders’
general meeting is announced, submit
relevant supporting documents to the local
office of the CSRC and the stock exchange
in the place where the Company is located.
Article66Where the Board of Supervisors or
shareholders decide to convene a general
meeting by itself/themselves, it/they shall
notify the Board of Directors in writing and
file with the stock exchange.
The shareholding of shareholders who
convene the shareholders’ general meeting
shall be no less than 10% before a resolution
passed at the shareholder’s general meeting
is announced.
The Board of Supervisors or convening
shareholders shall, when the notice on the
convening of the shareholders’ general
meeting is delivered and a resolution
passing at the shareholders’ general meeting
is announced, submit relevant supporting
documents to the stock exchange.
Article 50 of the Guidelines for Articles of
Association:
Where
the
board
of
supervisors
or
shareholders decide to convene a general
meeting by itself/themselves, it/they shall
notify the board of directors in writing and
file with the stock exchange.
The shareholding of shareholders who
convene the shareholders’ general meeting
shall be no less than 10% before a resolution
passed at the shareholder’s general meeting is
announced.
The board of supervisors or convening
shareholders shall, when the notice on the
convening of the shareholders’ general
meeting is delivered and a resolution passing
at the shareholders’ general meeting is
announced, submit relevant supporting
documents to the stock exchange.
Article 86 Expenses necessary for a
shareholders’ general meeting held by the
Board of Supervisors or shareholders on its
own shall be borne by the Company, and
deducted from the amount payable by the
Company to the defaulting directors.
Article 68 Expenses necessary for a
shareholders’ general meeting held by the
Board of Supervisors or shareholders on its
own shall be borne by the Company.
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.

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APPENDIX I

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Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 89 The Company shall inform each
shareholder by announcement twenty (20)
clear Hong Kong businessdays prior to the
convening of an annual general meeting
(including class meetings)and shall inform
each shareholder by announcementten (10)
clear Hong Kong business days or fifteen
(15) days prior to the convening of an
extraordinary general meeting (including
class meetings), whichever is earlier.
……
Article 71 The Company shall inform each
shareholder by announcement twenty-one
(21)days prior to the convening of an annual
general meeting and shall inform each
shareholder by announcement fifteen (15)
days
prior
to
the
convening
of
an
extraordinary general meeting.
……
Paragraph 14(2) of Appendix 3 of the Hong
Kong Listing Rules:
That an issuer must give its members
reasonable written notice of its general
meetings.
Note: “Reasonable written notice” normally
means at least 21 days for an annual general
meeting and at least 14 days for other general
meetings.
This
is
unless
it
can
be
demonstrated that reasonable written notice
can be given in less time.
Article 55 of the Guidelines for Articles of
Association:
The convener shall inform each shareholder
by announcement 20 days prior to the
convening of an annual general meeting and
shall
inform
each
shareholder
by
announcement15 daysprior to the convening
of an extraordinary general meeting.
Class meetings are provided under the
Mandatory Provisions, which have been
abolished.

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APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article90A notice of shareholders’ general
meeting shall be made in writing and
include the following contents:
(I)
Specify the time and date, place and
duration of the meeting;
(II) State the matters and motions to be
considered at the meeting;
(III) Provide materials and explanations
necessary for the shareholders to
make an informed decision regarding
the matters to be discussed, including
(but not limited to) specific terms and
contracts (if any) and a detailed
explanation of its reasons and effect
for a proposed transaction such as a
merger,
repurchase
of
shares,
restructuring of share capital or other
forms of restructuring;
(IV) Contain a disclosure of the nature and
extent of the material interests, if any,
of any director, supervisor, general
manager and other senior officer in
the matters to be discussed, and
difference in the effect which the
matters to be discussed will have on
them in their capacity as shareholders
in so far as it is different from the
effect on the interests of shareholders
of the same class;
(V) Contain the full text of any special
resolution proposed to be passed at
the meeting;
(VI) State the time and address for the
delivery of the proxy form used at the
meeting;
Article 72 A notice of shareholders’ general
meeting shall be made in writing and include
the following contents:
(I)
Specify the time and date, place and
duration of the meeting;
(II) State the matters and motions to be
considered at the meeting;
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.

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APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
(VII)Contain a conspicuous statement that
all shareholders are entitled to attend
and vote at the shareholders’ general
meeting, the shareholder shall have the
right to appoint a proxy in writing to
attend the meeting and vote on
his/her/its behalf, and that a proxy
needs not to be a shareholder of the
Company;
(VIII)Specify the record date for the
entitlement of the shareholder eligible
to attend the shareholders’ general
meeting;
(IX) State the names and telephone numbers
of the standing contact persons for the
meeting;
(X) If a shareholders’ general meeting is
held
online
or
otherwise,
the
designated time and procedure for
voting online or through other means
shall be expressly stated in the notice of
such meeting.
……
(III)Contain a conspicuous statement that
all shareholders are entitled to attend
and vote at the shareholders’ general
meeting,thatthe shareholder shall have
the right to appoint a proxy in writing
to attend the meeting and vote on
his/her/its behalf, and that a proxy
needs not to be a shareholder of the
Company;
(IV) Specify the record date for the
entitlement of the shareholder eligible
to attend the shareholders’ general
meeting;
(V) State the names and telephone numbers
of the standing contact persons for the
meeting;
(VI) If a shareholders’ general meeting is
held
online
or
otherwise,
the
designated time and procedure for
voting online or through other means
shall be expressly stated in the notice of
such meeting;
(VII)Other content required by laws,
regulations, regulatory provisions,
self-disciplinary rules and other
relevant provisions.
……
Added miscellaneous provisions.

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APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article91Unless otherwise specified in the
Articles of Association, the notice of the
shareholders’ general meeting shall be
delivered to the shareholders (regardless of
whether they are entitled to vote at the
general meeting), by personal delivery or
by prepaid mail to their address as shown
in the register of shareholders. For the
holders of domestic shares, notice of the
meeting may also be given by way of
public announcement.
The public announcement referred to in
the
preceding
paragraph
shall
be
published in one or more newspapers
designated by the securities regulatory
authorities under the State Council twenty
(20) clear Hong Kong business days prior
to the convening of an annual general
meeting (including class meetings) and ten
(10) clear Hong Kong business days or
fifteen (15) days prior to the convening of
an
extraordinary
general
meeting
(including class meetings), respectively,
whichever is earlier. After the publication
of such announcement, all holders of
domestic shares shall be deemed to have
received the notice of the relevant
shareholders’ general meeting.
Article 73 Unless otherwise specified in the
Articles of Association, the notice of the
shareholders’ general meeting shall be
delivered to the shareholders (regardless of
whether they are entitled to vote at the
general meeting)in the manner specified in
the Articles of Association or by other
means permitted by the stock exchange
where the securities of the Company are
listed.
The deleted clauses were incorporated in
accordance with the Mandatory Provisions
(which have been abolished) or are no longer
applicable.

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APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
The notification, materials or written
announcement of the shareholders’ general
meeting should be delivered to the
shareholders of overseas-listed foreign
shares in any of the following manners,
within the time limit prescribed in the
previous clause:
(I)
Such
notification,
material
or
announcement should be delivered to
every shareholder of overseas-listed
foreign shares by person or by mail to
the
registered
address
of
the
shareholders;
(II) Publish the announcement at the
website of the Company or websites
designated
by
the
local
stock
exchange where securities of the
Company are listed in accordance
with applicable laws, regulations and
relevant listing rules;
(III) Other manners required by the local
stock exchange where the securities of
the Company are listed and the listing
rules.
Article 92 The accidental omission to give
the notice of a meeting to, or the failure to
receive such notice by, any person entitled
to receive such notice shall not invalidate
the meeting or the resolutions passed at the
meeting.
Deleted
The original clauses have been included in
another Article.

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APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 93 Where the election of directors
and supervisors are scheduled to be
considered at the shareholders’ general
meeting, the notice of the shareholders’
general meeting shall sufficiently disclose
the detailed information about the director
and supervisor candidate(s), including at
least the following:
(I)
Personal
information
including
educational
background,
working
experience and part-time employments;
(II) Interested relationship, if any, with the
Company,
or
its
controlling
shareholders and actual controller;
(III)The number of shares in the Company
held;
(IV) Penalties, if any, by the CSRC and other
relevant authorities and any warning
from the stock exchange;
(V) Other disclosable information as
required by the Hong Kong Listing
Rules.
Except the election of directors and
supervisors by means of cumulative voting,
election of every director and supervisor
candidate shall be conducted by separate
resolution.
Article74Where the election of directors and
supervisors are scheduled to be considered
at the shareholders’ general meeting, the
notice of the shareholders’ general meeting
should sufficiently disclose the detailed
information
about
the
director
and
supervisor candidate(s), including at least
the following:
(I)
Personal
information
including
educational background, working
experience and part-time employments;
(II) Interested relationship, if any, withthe
directors, supervisors, senior officers,
actual controllers and shareholders
holding 5% or above of the shares of
the Company;
(III) Circumstances, if any, prohibiting the
person from serving as a director or
supervisor of a listed securities
company;
(IV) The number of shares in the Company
held;
(V) Penalties, if any, by the CSRC and other
relevant authorities and any warning
from the stock exchange;
(VI) Other disclosable information as required
by
laws,
regulations,
regulatory
provisions, self-disciplinary rules and
other relevant provisions.
Except the election of directors and
supervisors by means of cumulative voting,
election of every director and supervisor
candidate shall be conducted by separate
resolution.
Article 3.2.4 of the Shanghai Stock Exchange
Self-regulatory
Guidelines
for
Listed
Companies No. 1 – Standardized Operation
(the
“Guidelines
for
Standardized
Operation”):
A listed company should disclose brief
information about the candidate(s) for
directors, supervisors and senior officers,
mainly including:
(I)
Personal
information
including
educational
background,
working
experience and part-time employments;
(II) Interested relationship, if any, with the
directors, supervisors, senior officers,
actual controllers and shareholders
holding 5% or above of the sharesof the
company;
……
(III) Circumstances, if any, listed in Article
3.2.2 of these Guidelines;
……

– I-38 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 96 Any shareholders entitled to
attend and vote at the shareholders’ general
meeting shall be entitled to appoint one or
more persons (a shareholder or not) as
his/her/its proxy to attend and vote on
his/her/its behalf. The proxy (proxies) so
appointed by the shareholder may exercise
the following rights pursuant to the
authorizations of that shareholder:
(I)
The same right as the shareholder to
speak at the meeting;
(II) The right to demand a poll alone or
jointly with others;
(III) The right to exercise voting rights by 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 77 All ordinary shareholders
registered on the record date or their
proxies
are
entitled
to
attend
the
shareholders’ general meeting, and exercise
voting rights in accordance with relevant
laws, regulations, regulatory provisions,
self-disciplinary rules, these Articles of
Association and other relevant provisions.
Any shareholders entitled to attend and vote
at the shareholders’ general meeting shall be
entitled to appoint one or more persons (a
shareholder or not)in writingas his/her/its
proxy to attend and vote on his/her/its
behalf.
Article 60 of the Guidelines for Articles of
Association:
All
ordinary
shareholders
(including
preferred shareholders whose voting rights
have been restored) registered on the record
date or their proxies are entitled to attend the
shareholders’ general meeting, and exercise
voting rights in accordance with relevant
laws, regulations and these articles of
association.
……
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.

– I-39 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 97 The shareholder shall appoint
proxy in writing. The proxy form shall be
signed by the shareholder or his/her/its
agent duly authorized in writing. If the
shareholder is a legal person or any other
institution, the proxy form shall be affixed
with the legal person’s seal or be signed by
a director or agent duly authorized.
Individual
shareholders
attending
a
shareholders’ general meeting in person
shall present their identity cards or other
valid proof or evidence of their identities as
well as stock account cards and, in the case
of attendance by proxies, the proxies shall
present valid proof of their identities and
the proxy forms from shareholders.
Where a shareholder is a legal entity, its
legal representative or a proxy entrusted by
such legal representative shall attend the
shareholders’ general meeting. Legal
representatives attending the shareholders’
general meeting shall present their identity
cards and valid proof of their capacities as
legal representatives and, in the case of
attendance by proxies of such legal
representatives, such proxies shall present
their identity cards and the letters of
attorney duly issued by such legal
representatives.
Article78Individual shareholders attending
a shareholders’ general meeting in person
shall present their identity cards or other
valid proof or evidence of their identities as
well as stock account cards and, in the case of
attendance by proxies, the proxies shall
present valid proof of their identities and the
proxy forms from shareholders.
Where a shareholder is a legal entity, its legal
representative or a proxy entrusted by such
legal representative shall attend the
shareholders’ general meeting(and shall be
treated as being present in person). Legal
representatives attending the shareholders’
general meeting shall present their identity
cards and valid proof of their capacities as
legal representatives and, in the case of
attendance by proxies of such legal
representatives, such proxies shall present
their identity cards and the letters of
attorney
duly
issued
by
such
legal
representatives.
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.
Paragraph 18 of Appendix 3 of the Hong Kong
Listing Rules:
That every member shall be entitled to
appoint a proxy who needs not necessarily be
a member of the issuer and that every
shareholder being a corporation shall be
entitled to appoint a representative to attend
and vote at any general meeting of the issuer
and, where a corporation is so represented,it
shall be treated as being present at any
meeting in person. A corporation may
execute a form of proxy under the hand of a
duly authorised officer.

– I-40 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and Serial number and content of original articles content of new articles Reasons for amendments If the shareholder is a recognized clearing If the shareholder is a recognized clearing The relevant requirement for shareholders’ house of the place(s) where the securities of house of the place(s) where the securities of class meeting was incorporated in accordance the Company are listed or its agent, such a the Company are listed or its agent, such a with the Mandatory Provisions, which have shareholder is entitled to appoint one or shareholder is entitled to appoint one or been abolished. more persons it deems suitable to act as its more persons it deems suitable to act as its proxy in the shareholders’ general meeting proxy in the shareholders’ general meeting. Paragraph 19 of Appendix 3 of the Hong Kong or shareholders’ class meeting . If two or If two or more persons are appointed as Listing Rules: more persons are appointed as proxies, the proxies, the power of attorney shall clearly power of attorney shall clearly state the state the number and the class of shares That HKSCC must be entitled to appoint number and the class of shares represented represented by each of the proxies. The proxies or corporate representatives to attend by each of the proxies. The power of power of attorney shall be signed by the the issuer’s general meetings and creditors attorney shall be signed by the respective respective proxies appointed by the meetings and those proxies or corporate proxies appointed by the recognized recognized clearing house. The proxies so representatives must enjoy rights equivalent clearing house. The proxies so appointed appointed may represent the recognized to the rights of other shareholders, including may represent the recognized clearing house clearing house (or its agent) in exercising its the right to speak and vote . (or its agent) in exercising its rights at any rights (including the rights to speak and meeting (without being required to present vote) at any meeting (without being required share certificate, certified proxy form to present share certificate, certified proxy and/or further evidence of due form and/or further evidence of due authorization) as if that proxy is an authorization) as if that proxy is an individual shareholder of the Company. individual shareholder of the Company.

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APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 99 Any instrument issued to a
shareholder by the Board of Directors for
use in appointing a proxy of shareholder
shall be in such format as to enable the
shareholder to instruct the proxy to vote in
favor of or against the motions according to
his free will, and instructions shall be
given in respect of each individual matter
to be voted on at the meeting. The proxy
form shall contain a statement that in the
absence of instructions by the shareholder
the proxy may vote as he thinks fit.
Article 100 A vote given in accordance with
the terms of a proxy form shall be valid,
notwithstanding the death or loss of
capacity of the appointer or revocation of
the proxy or the authority under which the
proxy was executed, or the transfer of the
shares in respect of which the proxy is
given, provided that the Company does not
receive any written notice in respect of any
such matters prior to the commencement of
the meeting at which the proxy is used.
Deleted
The original clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.
Article 101 The proxy form to appoint a
proxy to attend any shareholders’ general
meeting by a shareholder shall contain the
following:
……
(V) Signature (or seal) of the principal. If
the
principal
is
a
corporate
shareholder, the seal of the legal entity
shall be affixed.
Article79The proxy form to appoint a proxy
to attend any shareholders’ general meeting
by a shareholder shall contain the following:
……
(V) Signature (or seal) of the principal. If
the principal is a corporate shareholder,
the seal of the legal entity shall be
affixed.
The proxy form shall contain a statement
that, in the absence of instructions by the
shareholder, whether or not the proxy may
vote as he/she thinks fit.
Article 63 of the Guidelines for Articles of
Association:
The proxy form shall contain a statement that,
in the absence of instructions by the
shareholder, whether or not the proxy may
vote as he/she thinks fit.

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APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 98 The proxy form shall be
deposited at the domicile of the Company
or such other place specified for that
purpose in the notice of convening the
meeting, not less than twenty-four (24)
hours prior to convening of the meeting at
which the proxy proposes to vote, or
twenty-four (24) hours before the time
appointed for voting. If the proxy form is
signed by the agent on behalf of the
shareholder, the power of attorney or other
authorization documents shall be notarized.
The notarized power of attorney or other
authorization documents must be delivered
to the domicile of the Company or such
other place specified in the notice of the
meeting together with the proxy form.
If the appointer is a legal person, its legal
representative or such person authorized by
resolution of its Board of Directors or other
decision-making body may attend the
shareholders’ general meeting of the
Company as its representative.
Article80If the proxy form is signed by the
agent on behalf of the shareholder, the power
of
attorney
or
other
authorization
documents shall be notarized. The notarized
power of attorney or other authorization
documents must be delivered to the domicile
of the Company or such other place specified
in the notice of the meeting together with the
proxy form.
If the appointer is a legal person, its legal
representative or such person authorized by
resolution of its Board of Directors or other
decision-making body may attend the
shareholders’ general meeting of the
Company as its representative.
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.
Adjusted the wording (in the Chinese version
only).
Article 103 The convener and the legal
counsel appointed by the Company shall
examine the legality of the shareholders’
qualifications according to the register of
shareholders and other effective documents
provided by the securities registration and
clearing organizations. The name (or
designation) of each of the shareholders and
the number of shares with voting rights held
by each shareholder shall be registered. The
registration at the meeting shall end before
the chairman of the meeting announces the
number of shareholders and proxies
attending the meeting and the total number
of the shares held with voting rights.
Article82The convener and the legal counsel
appointed by the Company shall examine the
legality of the shareholders’ qualifications
according to the register of shareholders and
other effective documents provided by the
securities
registration
and
clearing
organizations. The name (or designation) of
each of the shareholders and the number of
shares with voting rights held by each
shareholder shall be registered. The
registration at the meeting shall end before
the chairman of the meeting announces the
number of shareholders and proxies
attending the meeting and the total number
of the shares held with voting rights.
Amended according to the actual situation (in
the Chinese version only).

– I-43 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article105The chairman of the Board shall
preside over and act as chairman of the
shareholders’ general meeting convened by
the Board. If the chairman of the Board is
unable or fails to perform such duties, a
director elected jointly bymore than halfof
the directors shall preside over and act as
the chairman of the meeting. If the Board of
Directors is unable or fails to perform the
duties of convening a shareholders’ general
meeting, the Board of Supervisors shall in
due course convene and preside over the
meeting. If the Board of Supervisors fails to
convene and preside over a shareholders’
general meeting, shareholders severally or
jointly holding 10% or above shares of the
Company for more than ninety (90)
consecutive days shall have the right to
convene and preside over the meeting.
Where the shareholders fail to elect a
chairman of the shareholders’ general
meeting for whatsoever reasons, the
shareholder (including the proxy) present
who holds the largest number of voting
shares may act as the chairman and preside
over the meeting.
……
Article 84 The chairman of the Board shall
preside over and act as chairman of the
shareholders’ general meeting convened by
the Board. If the chairman of the Board is
unable or fails to perform such duties, a
director elected jointly byhalf or moreof the
directors shall preside over and act as the
chairman of the meeting. If the Board of
Directors is unable or fails to perform the
duties of convening a shareholders’ general
meeting, the Board of Supervisors shall in
due course convene and preside over the
meeting. If the Board of Supervisors fails to
convene and preside over a shareholders’
general meeting, shareholders severally or
jointly holding 10% or above shares of the
Company
for
ninety
(90)
or
more
consecutive days shall have the right to
convene and preside over the meeting.
……
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.

– I-44 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 114 The following matters shall be
resolved by an ordinary resolution at a
shareholders’ general meeting:
(I)
Work reports of the Board of Directors
and the Board of Supervisors;
(II) Plans formulated by the Board of
Directors for profit distribution and
losses recovery;
(III) Appointments or dismissal of the
members of the Board of Directors and
Board
of
Supervisors,
their
remunerations and payment methods;
(IV) Annual
budgets,
final
accounts,
balance sheet, profit statement and
other financial statements of the
Company;
(V) Annual reports of the Company;
(VI) Matters other than those required by
thelaws,administrativeregulations or
the Articles of Association to be passed
by special resolution.
Article 93 The following matters shall be
resolved by an ordinary resolution at a
shareholders’ general meeting:
(I)
Work reports of the Board of Directors
and the Board of Supervisors;
(II) Plans formulated by the Board of
Directors for profit distribution and
losses recovery;
(III) Appointments or dismissal of the
members of the Board of Directors and
Board
of
Supervisors,
their
remunerations and payment methods;
(IV) Annual budgets and final accounts of
the Company;
(V) Annual reports of the Company;
(VI) Matters other than those required by
laws, regulations,regulatory provisions,
self-disciplinary rules
and
other
relevant provisions or the Articles of
Association to be passed by special
resolution.
Article 77 of the Guidelines for Articles of
Association:
The following matters shall be resolved by an
ordinary resolution at a shareholders’ general
meeting:
……
(IV) Annual budgets and final accounts of the
company;
……
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.
Adjusted the wording.

– I-45 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 115 The following matters shall be
resolved by a special resolution at a
shareholders’ general meeting:
(I)
Increase or reduction of the registered
capital of the Company;
(II) Issue of shares of any class, stock
warrants or other similar securities;
(III) Issue of the corporate bonds;
(IV) Division,
merger,
dissolution
or
liquidation of the Company, or change
in the corporate form of the Company;
……
(VIII) Any other matters as required by laws,
administrative regulations or the
Articles of Association of the Company
to be subject to approval by special
resolution at the meeting and matters
which, if resolved by way of an
ordinary resolution at a shareholders’
general meeting, will have a material
impact on the Company.
Article 94 The following matters shall be
resolved by a special resolution at a
shareholders’ general meeting:
(I)
Increase or reduction of the registered
capital of the Company;
(II) Division, spin-off, merger, dissolution
or liquidation of the Company, or
change in the corporate form of the
Company;
……
(VI) Any other matters as required by laws,
regulations, regulatory provisions,
self-disciplinary rules and other
relevant provisions or the Articles of
Association of the Company to be
subject
to
approval
by
special
resolution at the meeting and matters
which, if resolved by way of an
ordinary resolution at a shareholders’
general meeting, will have a material
impact on the Company.
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.
Article 78 of the Guidelines for Articles of
Association:
The following matters shall be resolved by a
special resolution at a shareholders’ general
meeting:
……
(II) Division, spin-off, merger, dissolution
or liquidation of the company;
……
Article119The Company shall not, without
the approval of special resolution made at a
shareholders’ general meeting, enter into
any contract with any person other than a
director, supervisor, general manager, or
other
senior
officer
whereby
the
management and administration of the
whole or any substantial part of the business
of the Company is to be handed over to such
person, save that the Company is in special
circumstances such as a crisis.
Article 98 The Company shall not, without
the approval of special resolution made at a
shareholders’ general meeting, enter into
any contract with any person other than a
director or senior officer whereby the
management and administration of the
whole or any substantial part of the business
of the Company is to be handed over to such
person, save that the Company is in special
circumstances such as a crisis.
“Supervisor” in the original clauses was
provided under the Mandatory Provisions,
which have been abolished.

– I-46 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 120 The list of candidates for
directors and supervisors shall be submitted
to the shareholders’ general meeting for
voting by way of proposal. The nomination
of directors and supervisors shall follow the
process and procedures as below:
……
When a voting is made on election of
directors or supervisors at a shareholder’s
general meeting, the cumulative voting
system may be adopted in accordance with
the requirement of these Articles of
Association or the resolutions of the
shareholder’s general meeting.
The election of directors or supervisors shall
implement the cumulative voting system
when a single shareholder of the Company
and parties acting in concert with it
interested in 30% or above of Shares.
The “cumulative voting system” as referred
to in the preceding paragraph means when a
director or supervisor is elected at the
shareholders’ general meeting, each share
shall carry the same number of voting rights
as the number of directors or supervisors to
be elected, and the voting rights owned by
shareholders may be cumulatively used. The
Board of Directors and the Board of
Supervisorsshall announce the resume and
basic information of each of the candidates
for
directors
and
supervisors
to
shareholders.
Article99The list of candidates for directors
and supervisors shall be submitted to the
shareholders’ general meeting for voting by
way of proposal. The nomination of directors
and supervisors shall follow the process and
procedures as below:
……
When a voting is made on election of
directors or supervisors at a shareholder’s
general meeting, the cumulative voting
system may be adopted in accordance with
the requirement of these Articles of
Association or the resolutions of the
shareholder’s general meeting. The election
of directors or supervisors shall implement
the cumulative voting system when a single
shareholder of the Company and parties
acting in concert with itareinterested in 30%
or above of shares, or when shareholder(s)
individually or jointly with related parties
hold(s) 50% or above of the equity interests
of the Company. The election of two or
more
independent
directors
shall
implement the cumulative voting system.
The “cumulative voting system” as referred
to in the preceding paragraph means when a
director or supervisor is elected at the
shareholders’ general meeting, each share
shall carry the same number of voting rights
as the number of directors or supervisors to
be elected, and the voting rights owned by
shareholders may be cumulatively used. The
Board of Directors shall announce the
resume and basic information of each of the
candidates for directors and supervisors to
shareholders.
Rule 17 of the Rules for Governance of
Securities Companies:
……
The election of directors or supervisors shall
implement the cumulative voting system
when shareholder(s) individually or jointly
with related parties hold(s) 50% or above of
the equity interests of the securities
company, except where the securities
company is a one-person company.
……
Article
12
of
the
Measures
for
the
Administration of Independent Directors of
Listed Companies:
The election of two or more independent
directors at a shareholders’ general meeting
of a listed company shall implement the
cumulative voting system.
……
Adjusted the wording (in the Chinese version
only).

– I-47 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 121 When the cumulative voting
system is adopted, the number of voting
rights held by each shareholder is equal to
his/her/its shares multiplied by the number
of candidates for directors or supervisors. A
shareholder may cast all of his/her/its votes
for one or several candidates for directors or
supervisors. The votes of every candidate
for directors or supervisors shall be
counted separately, and the candidate
receiving the largest number of votes wins
the election.
Article 125 The candidates for directors or
supervisors with the highest votes based on
the desirable number of directors or
supervisors will be elected. The votes of
each elected director or supervisor shall be
more than one half of the voting shares held
by the shareholders attending the general
meeting.
Article 100 When the cumulative voting
system is adopted, the number of voting
rights held by each shareholder is equal to
his/her/its shares multiplied by the number
of candidates for directors or supervisors. A
shareholder may cast all of his/her/its votes
for one or several candidates for directors or
supervisors.
Article104 The votes of every candidate for
directors or supervisors shall be counted
separately. The candidates for directors or
supervisors with the highest votes based on
the desirable number of directors or
supervisors will be elected. The votes of each
elected director or supervisor shall be more
than one half of the voting shares held by the
shareholders attending the general meeting.
Adjusted the position.

– I-48 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 130 Two representatives of the
shareholders shall be elected to take part in
counting the votes and scrutinizing the
conduct of the poll prior to any voting at a
shareholder’s
general
meeting.
Any
shareholder who is interested in the matter
under consideration and his/her/its proxy
shall not take part in counting the votes or
scrutinizing the conduct of the poll.
When votes are cast on proposals at the
shareholders’ general meeting, lawyers,
representatives of the shareholders and the
representative of supervisors shall be jointly
responsible for scrutinizing and counting
votes and shall announce the voting results
at the meeting. The voting result shall be
recorded in the minutes of meeting.
Shareholders of thelistedcompany or their
proxies, who have cast their votes by online
voting or by other means, shall have the
right to check the voting results through the
relevant voting system.
Article 109 Two representatives of the
shareholders shall be elected to take part in
counting the votes and scrutinizing the
conduct of the poll prior to any voting at a
shareholder’s
general
meeting.
Any
shareholder who is interested in the matter
under consideration and his/her/its proxy
shall not take part in counting the votes or
scrutinizing the conduct of the poll.
When votes are cast on proposals at the
shareholders’ general meeting, lawyers,
representatives of the shareholders, the
representative of supervisors and other
scrutineer specified by the stock exchange
where the securities of the Company are
listed shall be jointly responsible for
scrutinizing and counting votes and shall
announce the voting results at the meeting.
The voting result shall be recorded in the
minutes of meeting.
Shareholders of the Company or their
proxies, who have cast their votes by online
voting or by other means, shall have the
right to check the voting results through the
relevant voting system.
The Hong Kong share registrar shall
participate in counting and scrutinizing votes
at shareholders’ general meetings.
Adjusted the wording.

– I-49 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 131 The ending time of an on-site
shareholders’ general meeting shall not be
earlier than that of online or other access to
the meeting. The chairman of the meeting
shall announce the status and results of
voting in respect of each proposed
resolution, and whether or not such
proposed resolution has been passed
according to such voting results.
Prior to the formal announcement of voting
results, the relevant parties from the listed
company, vote counter, scrutineer, the major
shareholders, the person in charge of the
relevant internet service provider involved
in relation to voting at the shareholders’
general meeting, online or by other means,
shall be obliged to keep the status of voting
confidential.
Article 110 The ending time of an on-site
shareholders’ general meeting shall not be
earlier than that of online or other access to
the meeting. The chairman of the meeting
shall announce the status and results of
voting
in
respect
of
each
proposed
resolution, and whether or not such
proposed resolution has been passed
according to such voting results.
Prior to the formal announcement of voting
results, the relevant parties from the
Company, vote counter, scrutineer, the major
shareholders, the person in charge of the
relevant internet service provider involved
in relation to voting at the shareholders’
general meeting, online or by other means,
shall be obliged to keep the status of voting
confidential.
Adjusted the wording.
Article133In the event that the chairman of
the meeting has any doubt as to the result of
a resolution put forward to the vote, the
chairman may have the votes counted. In the
event that the chairman of the meeting fails
to have the votes counted, any shareholder
present in person or by proxy objects to the
result announced by the chairman of the
meeting may demand for the counting of
votes immediately after the declaration of
the voting result, the chairman of the
meeting shall have the votes counted
immediately.
If votes are counted at the shareholders’
general meeting, the result shall be
recorded at the minutes of the meeting.
The minutes of the meeting together with
the attendance book of shareholders and
the proxy forms for proxies attending the
meeting shall be kept at the domicile of the
Company.
Article112In the event that the chairman of
the meeting has any doubt as to the result of
a resolution put forward to the vote, the
chairman may have the votes counted. In the
event that the chairman of the meeting fails
to have the votes counted, any shareholder
present in person or by proxywhoobjects to
the result announced by the chairman of the
meeting may demand for the counting of
votes immediately after the declaration of
the voting result, and the chairman of the
meeting shall have the votes counted
immediately.
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.

– I-50 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 135 Any shareholder is entitled to
look up copies of the minutes free of
charge during office hours of the Company.
Upon the request of any shareholder for a
copy of the minutes of the meeting, the
Company shall send out the copy of the
minutes within seven (7) days after
receiving a reasonable payment.
Deleted
The original clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.
Section VII Special Procedures for Voting
by Classes of Shareholders
Article 139 to Article 145
Deleted
The original clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.
Article 147 Directors of the Company shall
be elected or replaced at the shareholders’
general meeting. The shareholders’ general
meeting can dismiss any director before the
expiration of his/her service term. A
director serves a term of three (3) years each
and at the expiration of term, he/she may
continue to serve as such if reelected.
Without the consent by two-thirds of voting
shares held by shareholders present at the
shareholders’ general meeting, the number
of replacement directors shall not be more
than one-third of the total members in the
Board of Directors each year.
The shortest period before the notice of the
proposal to elect a person as the director
sent to the Company and the notice on the
person’s intent to accept the election sent
to the Company shall be at least seven (7)
days.
The period of submitting the aforesaid
notices shall compute after the Company
distributes the notices of the election, and
such period shall not end seven (7) days (or
less) before the date of the meeting.
Article118Directors of the Company shall be
elected or replaced at the shareholders’
general meeting. The shareholders’ general
meeting can dismiss any director before the
expiration of his/her service term. A director
serves a term of three (3) years each and at
the expiration of term, he/she may continue
to serve as such if re-elected. Without the
consent by two-thirds or more of voting
shares held by shareholders present at the
shareholders’ general meeting, the number
of replacement directors shall not be
one-thirdor moreof the total members in the
Board of Directors each year.
The deleted clauses were incorporated in
accordance with the Hong Kong Listing
Rules, in which the relevant provisions have
been deleted.

– I-51 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
The term of office of a director shall be
commenced from the date upon which the
director assumes office to the expiry of the
relevant session of the Board of Directors. If
the term of office of a director expires but
reelection is not made responsively, the said
director shall continue to fulfill the duties as
director pursuant to laws, administrative
regulations, departmental rules, the
requirements of the securities regulatory
authority at the place where the securities
of the Company listed, and Articles of
Association until a new director is elected.
Subject to relevant laws, administrative
regulations, and the requirements of the
securities regulatory authority at the place
where the securities of the Company listed,
shareholders may remove any director
whose term of office has not expired from
his/her position by passing an ordinary
resolution (nevertheless, any claim due
under any contract shall not be affected by
such removal) at the general meeting.
……
The term of office of a director shall be
commenced from the date upon which the
director assumes office to the expiry of the
relevant session of the Board of Directors. If
the term of office of a director expires but
re-election is not made responsively, the said
director shall continue to fulfill the duties as
director pursuant to laws, regulations,
regulatory provisions, self-disciplinary
rules, theseArticles of Associationand other
relevant provisions until a new director is
elected. Subject to relevant laws, regulations,
regulatory provisions, self-disciplinary
rules and other relevant provisions,
shareholders may remove any director
whose term of office has not expired from
his/her position by passing an ordinary
resolution (nevertheless, any claim due
under any contract shall not be affected by
such removal) at the general meeting.
……

– I-52 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 148 Directors shall undertake the
following fiduciary duties to the Company
in accordance with laws, administrative
regulations,relevant rules of the securities
regulatory authority at the place where the
securities of the Company listed, and
Articles of Association:
……
(X) To fulfill other fiduciary duties
stipulated by laws, administrative
regulations,
departmental
rules,
provisions of the local securities
regulatory authorities where the
securities of the Company are listed,
andthese Articles of Association.
The proceeds from the violation of such
provisions by the directors shall be
attributed to the Company, and he/she shall
be liable for compensating the Company for
the losses thereof.
Article 119 Directors shall undertake the
following fiduciary duties to the Company in
accordance
with
laws,
regulations,
regulatory provisions, self-disciplinary
rules, theseArticles of Associationand other
relevant provisions:
……
(VI) Not to abuse his/her position to seize
business
opportunities
for
himself/herself or for other persons
which should otherwise belong to the
Company, or operate a business
similar to or that has conflict of
interest with that of the Company for
himself/herself or for other persons;
……
(XI) To
fulfill
other
fiduciary
duties
stipulated
by
laws,
regulations,
regulatory provisions, self-disciplinary
rules,these Articles of Associationand
other relevant provisions.
The proceeds from the violation of such
provisions by the directors shall be
attributed to the Company, and he/she shall
be liable for compensating the Company for
the losses thereof.
Adjusted the wording.
Article 97 of the Guidelines for Articles of
Association:
Directors shall undertake the following
fiduciary duties to the company in accordance
with laws, administrative regulations and
these Articles of Association:
……
(VI) Not to abuse his/her position to seize
business
opportunities
for
himself/herself or for other persons
which should otherwise belong to the
company, or operate a business similar
to
that
of
the
company
for
himself/herself or for other persons
without the consent of the general
meeting;
……
Article 31 of the Measures for the Supervision
and Administration
of
the
Directors,
Supervisors,
Senior
Management
and
Practitioners
of
Securities
and
Fund
Operation Institutions (the “Measures for
Supervision and Administration”):
The directors, supervisors, senior officers and
practitioners of a securities and fund business
institution shall ensure that they have
sufficient time and energy to perform their
duties, and shall not operate a business
similar to or that has conflict of interest with
that of the company for themselves or for
other persons.
……

– I-53 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Section II Independent Directors
Article 155 to Article 163
Article 125 Independent directors shall
perform their duties in accordance with
laws, regulations, regulatory provisions,
self-disciplinary rules, these Articles of
Association, and other relevant provisions.
Domestic and overseas laws, regulations,
regulatory provisions, self-disciplinary rules
and other provisions do not require the
inclusion of this section in these Articles of
Association. The Company has separately
formulated the Rules for Independent
Directors of China Merchants Securities Co.,
Ltd.
Article 165 The Board of Directors shall
consist of fifteen (15) directors, and the
independent directors shall account for at
least one-third of the total directors,
including
at
least
one
financial
or
accounting professional.
Article 127 The Board of Directors shall
consist of fifteen (15) directors, and the
independent directors shall account for at
least one-third of the total directors,
including
at
least
one
accounting
professional that complies with laws,
regulations,
regulatory
provisions,
self-disciplinary rules and other relevant
provisions.
Adjusted the wording.
Article167The Board of Directors is entitled
to exercise the following functions and
powers:
……
(VIII) To decide on the acquisition of the
Company of its own shares under
circumstances set out in paragraphs
(III), (V) and (VI) of Article 32 of the
Articles of Association;
……
(XIII) To formulate the proposals for any
amendment
to
the
Articles
of
Association;
……
Article129The Board of Directors is entitled
to exercise the following functions and
powers:
……
(VIII) To decide on the acquisition of the
Company of its own shares under
circumstances set out in paragraphs
(III), (V) and (VI) of Article 33 of these
Articles of Association;
……
(XIII) To formulate the proposals for any
amendment to these Articles of
Association;
……

– I-54 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
(XIX) To be ultimately responsible for the
overall risk management (including
reputational
risk
management),
facilitate the construction of risk
management
culture
(including
reputational risk management culture),
review and approve the Company’s
basic overall risk management system,
risk preference, risk tolerance and
material risk limits, review the regular
risk
assessment
reports
of
the
Company, and establish a direct
communication mechanism with the
Chief Risk Officer, etc; ensure that
reputational risk is included in the
comprehensive
risk
management
system, determine the general goal of
reputational risk management, and
continuously pay attention to the
Company’s overall reputational risk
management standard. The Board of
Directors may authorize the relevant
risk management committee to fulfil
part of its risk management duties;
……
(XXIII)To be ultimately responsible for
protecting the interests of investors;
and
(XXIV) To exercise other functions and powers
as conferred by laws, administrative
regulations, departmental rules or
these Articles of Association.
The resolution of the Board of Directors
stated in the preceding paragraph shall be
voted and agreed by more than half of the
directors, while the item (VI), (XIII) and
the “plan for merger, division and
dissolution of the Company” of item (VII)
must be voted and agreed by more than
two-thirds of the directors.
……
(XIX) To be ultimately responsible for the
overall risk management (including
reputational
risk
management),
facilitate the construction of risk
management
culture
(including
reputational risk management culture),
review and approve the Company’s
basic overall risk management system,
risk preference, risk tolerance and
material risk limits, review the regular
risk assessment reports of the Company,
and establish a direct communication
mechanism with the Chief Risk Officer,
etc; ensure that reputational risk is
included in the comprehensive risk
management system, determine the
general goal of reputational risk
management, and continuously pay
attention to the Company’s overall
reputational
risk
management
standard. The Board of Directors may
authorize the relevant risk management
committee to fulfil part of its risk
management duties;
……
(XXIII) To
determine
the
objectives
of
business integrity management and be
liable for ensuring the effectiveness of
business integrity management;
(XXIV) To be ultimately responsible for
protecting the interests of investors;
and
(XXV) To exercise other functions and powers
as conferred by laws, regulations,
regulatory provisions, self-disciplinary
rules, these Articles of Association and
other relevant provisions.
……
Article 18 of the Securities Industry Code of
Conduct:
……
The board of directors or (in the absence of a
board of directors) the executive directors
shall determine the objectives of business
integrity management and be liable for
ensuring the effectiveness of business
integrity management.
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.

– I-55 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 168 Where the expected value of
fixed assets proposed for disposal by the
Board of Directors, when aggregated with
value of fixed assets already disposed of
within four (4) months before the proposed
disposal, exceeds 33% of the fixed assets
value set out in the latest balance sheet
recently considered at the shareholders’
general meeting, the Board of Directors
shall not dispose of or consent to dispose
of such fixed assets without prior approval
at the shareholders’ general meeting.
The term “fixed assets disposal” referred to
in this Article includes transferring certain
interests in assets, but excludes provision
of guarantees by way of fixed assets.
The validity of transactions regarding
fixed assets disposal by the Company shall
not be affected due to a breach of the first
paragraph of this Article.
Deleted
The original clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.

– I-56 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 171 The Board of Directors shall
establish
strict
examination
and
decision-making procedures by setting the
scope of authority for external investment,
acquisition and sale of assets, asset
mortgage, external guarantee, provision of
financial assistance, connected transactions,
and external donations, and organize
relevant
specialists
or
professional
personnel to assess and examine any
material investment projects, and report
such
investment
projects
to
the
shareholders’ general meeting for approval.
The Board of Directors shall have the right
to approve the following major items:
……
(III) Other guarantees in addition to those
as stipulated by Article 75 of these
Articles of Association;
(IV) Provision of other financial assistance
in addition to those as stipulated by
Article
76
of
these
Articles
of
Association;
……
Article 132 The Board of Directors shall
establish
strict
examination
and
decision-making procedures by setting the
scope of authority for external investment,
acquisition and sale of assets, asset
mortgage, external guarantee, provision of
financial assistance, connected transactions,
and external donations, and organize
relevant specialists or professional personnel
to assess and examine any material
investment projects, and report such
investment projects to the shareholders’
general meeting for approval.
The Board of Directors shall have the right to
approve the following major items:
……
(III) Other guarantees in addition to those as
stipulated by Article57of these Articles
of Association;
(IV) Provision of other financial assistance
in addition to those as stipulated by
Article
58
of
these
Articles
of
Association;
……

– I-57 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Major events set forth in items (I), (II) and
(IV) of the preceding paragraphs exclude
transactions related to the ordinary course
of business such as the purchase and sale of
computer equipment and software, office
facilities, and transportation equipment, as
well as transactions arising in the ordinary
course of business such as proprietary
trading
in
securities,
securities
underwriting and sponsorship, asset
management, private equity investment
fund business, margin financing and
securities lending.
The Company shall not provide financial
assistance to the connected persons
specified under the Rules Governing the
Listing of Stocks on the Shanghai Stock
Exchange, except for the provision of
financial assistance to an affiliated company
which is not controlled by the controlling
shareholder or the actual controller of the
Company, provided that other shareholders
of such affiliated company shall provide
financial assistance on the same conditions
in proportion to their capital contributions.
Major events set forth in items (I), (II) and
(IV) of the preceding paragraphs exclude
transactions related to the ordinary course of
business such as the purchase and sale of
computer equipment and software, office
facilities, and transportation equipment, as
well as transactions arising in the ordinary
course of business such as proprietary
trading in securities, securities underwriting
and sponsorship, asset management, private
equity investment fund business, margin
financing and securities lending.
The Company shall not, in violation of the
regulations, provide financial assistance to
theshareholders and their related parties as
well as the connected persons specified
under the Rules Governing the Listing of
Stocks on the Shanghai Stock Exchange,
except for the provision of financial
assistance to an affiliated company which is
not related to the shareholders of the
Company, provided that other shareholders
of such affiliated company shall provide
financial assistance on the same conditions
in proportion to their capital contributions.
Article 123 of the Securities Law of the
People’s Republic of China:
……
A securities company may not provide
financing or guarantees to its shareholders or
any related party of its shareholders, except
for the provision of margin financing and
securities lending to its customers in
accordance with the regulations.

– I-58 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 172 The matters related to external
guarantees and provision of financial
assistance that require deliberation by the
Board of Directors must be deliberated and
approved by more than half of all directors,
and must also be deliberated and approved
by two-thirds or above of directors who
attend the Board meeting. For provision of
guarantee to related parties (excluding
shareholders and their related parties) and
provision of financial assistance to affiliated
companies by the Company, in addition to
the deliberation and approval by more than
half of all non-related directors, it is also
subject to deliberation and approval by
more than two-thirds of the non-related
directors present at the Board meeting, and
shall be submitted to the shareholders’
general meeting for deliberation.
Article 133 The matters related to external
guarantees and provision of financial
assistance that require deliberation by the
Board of Directors must be deliberated and
approved by more than half of all directors,
and must also be deliberated and approved
by two-thirds or above of directors who
attend the Board meeting. For provision of
guarantee to related parties (excluding
shareholders and their related parties) and
provision of financial assistance to affiliated
companies that are not related to the
shareholders ofthe Company, in addition to
the deliberation and approval by more than
half of all non-related directors, it is also
subject to deliberation and approval by
two-thirds or more of the non-related
directors present at the Board meeting, and
shall be submitted to the shareholders’
general meeting for deliberation.
Ditto

– I-59 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 175 The chairman of the Board is
entitled to exercise the following functions
and powers:
(I)
To preside over shareholder’s general
meetings, and to convene and preside
over Board meetings;
(II) To
supervise
and
examine
the
implementation of any resolution
passed at the Board meeting;
(III) To sign the securities issued by the
Company;
(IV) To exercise other functions and powers
granted by the Board of Directors;
(V) To exercise other functions and powers
conferred by relevant rules of the
securities regulatory authority at the
place where the securities of the
Company are listed.
Article 136 The chairman of the Board is
entitled to exercise the following functions
and powers:
(I)
To preside over shareholder’s general
meetings, and to convene and preside
over Board meetings;
(II) To
supervise
and
examine
the
implementation of any resolution
passed at the Board meeting;
(III)To exercise other functions and powers
granted by the Board of Directors;
(IV) To exercise other functions and powers
conferred
by
laws,
regulations,
regulatory provisions, self-disciplinary
rules and other relevant provisions.
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.
Article177The Board meetings shall be held
at least four (4) times a year. Meetings shall
be convened by the chairman of the Board.
Written notice shall be given to all directors
and supervisors at least fourteen (14) days
before the meeting is held. The regular
meeting cannot be convened in the form of a
written resolution.
Article138The Board meetings shall be held
at least four (4) times a year. Meetings shall
be convened by the chairman of the Board.
Written notice shall be given to all directors
and supervisors fourteen (14) days before the
meeting is held. The regular meeting cannot
be convened in the form of a written
resolution.
Adjusted the wording.

– I-60 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article178The chairman of the Board shall
convene an extraordinary board meeting
within ten (10) days in one of the following
situations when it is:
……
(II) Jointlyproposed by one-third or above
of the directors;
……
(V) Jointly proposed by half or above of
the independent directors;
……
Article 139 The chairman of the Board shall
convene and preside over an extraordinary
board meeting within ten (10) days in one of
the following situations when it is:
……
(II) Proposed by one-third or above of the
directors;
……
(V) Proposed by more than half of the
independent directors;
……
Article 115 of the Guidelines for Articles of
Association:
Shareholders representing one-tenth or more
of the voting rights, one-third or more of
members of the board of directors or the
board of supervisors may propose to convene
an extraordinary board meeting. The
chairman of the board shall convene and
preside overan extraordinary board meeting
within ten days after receiving such proposal.
Article
18
of
the
Measures
for
the
Administration of Independent Directors of
Listed Companies:
Independent directors shall exercise the
following special functions and powers:
……
(III) To propose to convene a board meeting;
……
Independent director(s) shall obtain the
consent ofmore than halfof all independent
directors before exercising the functions and
powers listed in Items (I) to (III) of the
preceding paragraph.
……

– I-61 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article184The Board meeting shall be held
on-site or by way of video or telephone
unless such means are impossible due to
emergency, force majeure and other special
reasons.
As long as directors can fully express their
opinions, …… when necessary, ……
Article145The Board meeting shall be held
on-site or by way of video or telephone
unless such means are impossible due to
emergency, force majeure and other special
reasons. The meeting shall be primarily
held on-site.As long asalldirectorspresent
at the meeting can fully communicate and
express their opinions, the meeting may be
held by way of video, telephone or other
means in accordance with the procedures
when necessary.
……
Article
2.2.2
of
the
Guidelines
for
Standardized Operation:
……
Meetings of the board of directors and its
special committees shall be primarily held
on-site. As long as all directors present at the
meeting can fully communicate and express
their opinions, the meeting may be held by
way of video, telephone or other means in
accordance with the procedures when
necessary.
Article 186 The Board of Directors shall
prepare minutes of the Board meetings, and
accordingly may make sound recording of
the meetings. The minutes of meetings shall
truthfully, accurately and completely record
the meeting process, resolution, directors’
remarks and voting, and be kept in
compliance with laws. The minutes of
meeting shall be signed by both the
directors present at the meeting and the
person recording the minutes. The minutes
of meeting shall be kept as corporate files for
a period of not less than ten (10) years.
Article 147 The Board of Directors shall
prepare minutes of the Board meetings, and
accordingly may make sound recording of
the meetings. The minutes of meetings shall
truthfully, accurately and completely record
the meeting process, resolution, directors’
remarks and voting, and be kept in
compliance with laws. The minutes of
meeting shall be signed by the directors
present at the meeting, the secretary to the
Boardand the person recording the minutes.
The minutes of meeting shall be kept as
corporate files for a period of not less than
ten (10) years.
Article
2.2.3
of
the
Guidelines
for
Standardized Operation:
……
The directors, secretary to the board,
record-keeper and other relevant personnel
present at the meeting shall sign the minutes
of meetings for confirmation. Minutes of
board meetings should be kept properly.

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APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 188 The directors shall sign on the
minutes of meeting and be responsible for
the resolutions passed at Board meetings. If
any resolution of the Board of Directors
breaches laws, administrative regulations,
relevant rules of the securities regulatory
authority at the place where the securities
of the Company are listed, or theArticles of
Association, thereby causing the Company
to sustain amaterialloss, the directors who
take part in passing the resolution shall be
liable to the Company for damages.
However, those directors who are proved to
have expressed their objection to the voting
with record in the minutes of the meeting
may be exempt from liability.
Article 149 The directors shall sign on the
resolutions passed at Board meetings and
be responsible for the resolutions passed at
Board meetings. If any resolution of the
Board
of
Directors
breaches
laws,
regulations,
regulatory
provisions,
self-disciplinary rules, these Articles of
Association,
resolutions
passed
at
shareholders’ general meetings and other
relevant provisions, thereby causing the
Company to sustain a loss, the directors who
take part in passing the resolution shall be
liable to the Company for damages.
However, those directors who are proved to
have expressed their objection to the voting
with record in the minutes of the meeting
may be exempt from liability.
Article 112 of the Company Law of the
People’s Republic of China: ……
The directors shall be responsible for the
resolutions passed at board meetings. If any
resolution of the board of directors breaches
laws, administrative regulations, the articles
of association or resolutions passed at
shareholders’ general meetings, thereby
causing the company to sustain a material
loss, the directors who take part in passing the
resolution shall be liable to the company for
damages. However, those directors who are
proved to have expressed their objection to
the voting with record in the minutes of the
meeting may be exempt from liability.
Section IV Secretary to the Board
Article 189 to Article 192
Deleted
Domestic and overseas laws, regulations,
regulatory provisions, self-disciplinary rules
and other provisions do not require the
inclusion of this section in these Articles of
Association. The Company has separately
formulated the Work Specifications for the
Secretary to the Board.
Article 193 The Company shall have one
general manager, who shall be appointed or
removed by the Board of Directors. The
Company shall have deputy general
managers, who shall be appointed or
removed by the Board of Directors.
The general manager, deputy general
managers, secretary to the Board of
Directors, person in charge of finance,
person in charge of compliance, Chief Risk
Officer, the Chief Information Officer and
other persons confirmed by the resolution of
the Board of Directors to be senior officers of
the Company shall be senior officers of the
Company. A director may be concurrently
appointed asthesenior officer.
Article 150 The Company shall have one
general managerand severaldeputy general
managers.
The general manager, deputy general
managers, secretary to the Board of
Directors, person in charge of finance,
person in charge of compliance, Chief Risk
Officer, Chief Information Officer and other
persons confirmed by the resolution of the
Board of Directors to be senior officers of the
Company shall be senior officers of the
Company, who shall be appointed or
removed by the Board of Directors. A
director may be concurrently appointed asa
senior officer.
Adjusted the wording.

– I-63 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 197 The general manager shall be
responsible to the Board of Directors and
have the authority to:
……
(V) formulate
the
basic
rules
and
regulations of the Company;
……
Article 154 The general manager shall be
responsible to the Board of Directors and
have the authority to:
……
(V) formulate the specific rules and
regulations of the Company;
……
(IX) be responsible for implementing the
objectives
of
professional
incorruptibility management and be
liable for ensuring professional
incorruptibility;
(X) be responsible for implementing the
objectives
of
business
integrity
management
and
be
liable
for
ensuring business integrity;
……
Article 128 of the Guidelines for Articles of
Association:
The manager shall be responsible to the board
of directors and have the authority to:
……
(V) formulate
the
specific
rules
and
regulations of the company;
……
Rule 5 of the Implementation Rules for the
Professional Incorruptibility of Securities
Business Institutions and Their Employees:
Senior officers of securities business
institutions
shall
be
responsible
for
implementing the objectives of professional
incorruptibility management and be liable
for ensuring professional incorruptibility.
The principal person-in-charge of a securities
business institution shall be the principal
person responsible for implementing the
duties of professional incorruptibility
management. Persons-in-charge at all levels
shall
strengthen
the
professional
incorruptibility management of the staff of
their departments, branches or subsidiaries,
and assume the corresponding management
responsibilities within the scope of their
duties.
……
Article 18 of the Securities Industry Code of
Conduct:
……
The senior officers of institutions shall be
responsible for implementing the objectives
of business integrity management and be
liable for ensuring business integrity.
……

– I-64 –

APPENDIX I

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Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 200 The general manager shall be
open to the opinions from the trade union
and the workers’ congress before deciding
wages, welfare, safety in production, labor
protection, labor insurance, dismissal (or
discharge) of any staff and workers and
other issues involving immediate interests
of the staff and workers of the Company.
Deleted
The original clauses were incorporated in
accordance with the Guidelines for Articles of
Association, in which the relevant clauses
have been abolished.
The relevant clauses have been reflected in
Chapter XI.
Newly added
Article 163 The secretary to the Board shall
be nominated by the chairman of the Board
and be appointed and dismissed by the
Board. The secretary to the Board shall be
responsible for preparing the shareholders’
general meetings and Board meetings,
keeping
the
documents,
managing
shareholders’ information and handling the
information disclosure of the Company.
The secretary to the Board shall comply
with
laws,
regulations,
regulatory
provisions, self-disciplinary rules, these
Articles of Association, and other relevant
provisions.
Article 133 of the Guidelines for Articles of
Association:
The company shall have a secretary to the
board, who shall be responsible for preparing
the shareholders’ general meetings and board
meetings, keeping the documents, managing
shareholders’ information and handling the
information disclosure of the company. The
secretary to the board shall comply with the
relevant requirements of laws, administrative
regulations, departmental rules and these
articles of association.
Article 208 The chief compliance officer
shall be the person in charge of compliance
of the Company. The Company shall have a
chief compliance officer, 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 working personnel. The chief
compliance officer shall not concurrently
assume any office or be in charge of any
department, conflicting with the duty of
compliance management.
Article165The chief compliance officer shall
be the person in charge of compliance of the
Company. The Company shall have a chief
compliance officer, who shall be directly
accountable to the board of directors and
perform the duties of chief legal advisor,
and shall examine, supervise and inspect the
compliance of the operation, management
and practice of the Company and its working
personnel. The chief compliance officer shall
not concurrently assume any office or be in
charge of any department, conflicting with
the duty of compliance management.
Added according to the actual situation of the
Company.

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APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 214 Supervisors shall comply with
laws, administrative regulations, relevant
rules of the securities regulatory authority
in the place where securities of the
Company are listed and the Articles of
Association, and bear the duty of loyalty
and duty of care to the Company, and may
not abuse their authorities to receive bribe
or other illicit income nor misappropriate
properties of the Company.
Article 171 Supervisors shall comply with
laws, regulations, regulatory provisions,
self-disciplinary rules, these Articles of
Association and other relevant provisions,
and bear the duty of loyalty and duty of care
to the Company, and may not abuse their
authorities to receive bribe or other illicit
income, nor misappropriate properties of the
Company, nor operate a business similar to
or that has conflict of interest with that of
the Company for themselves or for other
persons.
Article 31 of the Measures for Supervision
and Administration:
The directors,supervisors,senior officers and
practitioners of a securities and fund business
institution shall ensure that they have
sufficient time and energy to perform their
duties, and shall not operate a business
similar to or that has conflict of interest with
that of the company for themselves or for
other persons.
……
Article222The Company shall have a Board
of Supervisors. The Board of Supervisors
shall consist of nine supervisors. The Board
of Supervisors shall have one chairman, who
shall be elected by more thantwo-thirdsof
all the supervisors. The chairman of the
Board of Supervisors shall convene and
preside over the meeting of the Board of
Supervisors; and where the chairman of the
Board of Supervisors cannot perform such
functions or fails to do so, a supervisor
jointly elected by more than half of the
supervisors shall convene and preside over
the meeting of the Board of Supervisors.
……
Article179The Company shall have a Board
of Supervisors. The Board of Supervisors
shall consist of nine supervisors. The Board
of Supervisors shall have one chairman, who
shall be elected by more than half of all the
supervisors. The chairman of the Board of
Supervisors shall convene and preside over
the meeting of the Board of Supervisors; and
where the chairman of the Board of
Supervisors cannot perform such functions
or fails to do so or is vacant, a supervisor
jointly elected by half or more of the
supervisors shall convene and preside over
the meeting of the Board of Supervisors.
……
The original clauses of the first amendment
were incorporated in accordance with the
Mandatory Provisions, which have been
abolished.
Article 144 of the Guidelines for Articles of
Association:
The company shall have a board of
supervisors. The board of supervisors shall
consist of [number] supervisors. The board of
supervisors shall have one chairman, and
may have a vice-chairman. The chairman and
vice-chairman shall be elected by more than
halfof all the supervisors.
The second amendment is to supplement
information in case of vacancy of the
chairman with reference to the Rules for
Governance of Securities Companies.

– I-66 –

APPENDIX I

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 223 The Board of Supervisors shall
exercise the following authorities:
……
(XI) to check on the financial reports,
business reports, profit distribution
plans and other financial materials
submitted by the Board of Directors to
the general meeting of shareholders,
and conduct investigation and require
the person in charge of compliance and
the compliance department of the
Company to offer assistance in case of
any doubt or any abnormality in the
operation of the Company; and if
necessary, to retain at the expense of
the
Company
such
professional
organizations as certified public
accountants’ firm and law firm to assist
its work;
……
(XVI) other authorities prescribed by laws,
regulations, departmental rules, other
normative documents and theArticles
of Association or granted by the
general meeting of shareholders.
Article 180 The Board of Supervisors shall
exercise the following authorities:
……
(XI) to check on the financial reports,
business reports, profit distribution
plans and other financial materials
submitted by the Board of Directors to
the general meeting of shareholders,
and conduct investigation and require
the person in charge of compliance and
the compliance department of the
Company to offer assistance in case of
any doubt or any abnormality in the
operation of the Company; and if
necessary, to retain such professional
organizations
as
certified
public
accountants’ firm and law firm to assist
its work;
……
(XVI) to supervise the performance of duties
by directors and senior officers in
terms of professional incorruptibility
management;
(XVII) to supervise the performance of duties
by directors and senior officers in
terms
of
business
integrity
management;
(XVIII)other authorities prescribed by laws,
regulations, regulatory provisions,
self-disciplinary rules, these Articles
of Association and other relevant
provisions or granted by the general
meeting of shareholders.
The clause “at the expense of the Company”
has been included in new Article 185.
Rule 5 of the Implementation Rules for the
Professional Incorruptibility of Securities
Business Institutions and Their Employees:
……
The board of supervisors or the supervisors
shall supervise the performance of duties by
directors and senior officers in terms of
professional incorruptibility management.
Article 18 of the Securities Industry Code of
Conduct:
……
Theboard of supervisorsor (in the absence of
a board of supervisors) the supervisorsshall
supervise the performance of duties by
directors and senior officers in terms of
business integrity management.

– I-67 –

APPENDIX I

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Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 224 The Board of Supervisors shall
discuss official business by means of
meeting.
……
Resolutions of the Board of Supervisors
shall be subject to adoption bytwo-thirdsof
supervisors.
……
Article 181 The Board of Supervisors shall
discuss official business by means of
meeting.
……
Resolutions of the Board of Supervisors shall
be subject to adoption by half or more of
supervisors.
……
The original clauses were incorporated in
accordance with the Letter about Suggestions
on Amendment, which have been abolished.
Article 146 of the Guidelines for Articles of
Association:
……
Resolutions of the board of supervisors shall
be subject to adoption by half or more of
supervisors.
Article226Minutes shall be written up and
sound records may be made for meetings of
the Board of Supervisors. The minutes of
meeting
shall
truly,
accurately
and
completely record the process of the
meeting, the content of resolutions,
speeches
of
supervisors
and
voting
situation, and shall be kept in accordance
with the law. Supervisors attending the
meeting and the recorder shall sign on the
minutes of meeting. The minutes of meeting
shall be kept as corporate files for a period
of not less than ten (10) years.
Article 183 Minutes shall be written up and
sound records may be made for meetings of
the Board of Supervisors. The minutes of
meeting
shall
truly,
accurately
and
completely record the process of the
meeting, the content of resolutions, speeches
of supervisors and voting situation, and
shall be kept in accordance with the law.
Supervisors shall have the right to require
certain explanatory notes of their speeches
at the meeting to be recorded in the
minutes.Supervisors attending the meeting
and the recorder shall sign on the minutes of
meeting. The minutes of meeting shall be
kept as corporate files for a period of not less
than ten (10) years.
Article 148 of the Guidelines for Articles of
Association:
Minutes shall be written up for the decisions
on matters considered at meetings of the
board of supervisors. Supervisors attending
the meeting shall sign on the minutes of
meeting.
Supervisors shall have the right to require
certain explanatory notes of their speeches
at the meeting to be recorded in the minutes.
The minutes of meetings of the board of
supervisors shall be kept as corporate files for
a period of not less than ten (10) years.
CHAPTER VIII QUALIFICATIONS AND
OBLIGATIONS
OF
DIRECTORS,
SUPERVISORS, GENERAL MANAGER
AND OTHER SENIOR OFFICERS OF THE
COMPANY
CHAPTER VIII QUALIFICATIONS AND
PRACTICE STANDARDS OF DIRECTORS,
SUPERVISORS, GENERAL MANAGER AND
OTHER
SENIOR
OFFICERS
OF
THE
COMPANY
Chapter VIII was incorporated in accordance
with the Mandatory Provisions, which have
been abolished. Considering that there are
many requirements on the qualifications and
performance of directors, supervisors and
senior officers of listed securities companies,
the relevant provisions on “qualifications”
have been kept in this Chapter, and the
relevant provisions on “practice standards”
have been added.

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Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 230 None of the following persons
shall serve as a director, supervisor, general
manager or other senior officer of the
Company:
……
(VIII) a person who cannot be the leader of
an enterprise in accordance with laws
and administrative regulations;
(IX) a non-natural person;
(X) a person who has been publicly
identified by the stock exchange as
being unsuitable to serve as a director,
supervisor or senior officer of a listed
company,
where
the
term
of
enforcement has not expired;
(XI) a person who has been subject to
administrative penalty by the CSRC
within the past thirty-six (36) months,
or has been publicly censured or
criticized twice or more by the stock
exchange within the past thirty-six
(36) months;
(XII) a person who is involved in any other
circumstance
specified
by
laws,
regulations,normative documents, the
securities regulatory authority and
stock exchange in the place where
securities of the Company are listed.
Article 187 None of the following persons
shall serve as a director, supervisor, general
manager or other senior officer of the
Company:
……
(VIII) a person who has been publicly identified
by the stock exchange as being unsuitable
to serve as a director, supervisor or senior
officer of a listed company, where the term
of enforcement has not expired;
(IX) a person who is involved in any other
circumstance
specified
by
laws,
regulations, regulatory provisions,
self-disciplinary rules and other
relevant provisions.
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.
Article 3.2.2 of the Guidelines for Standardized
Operation:
None of the following persons shall be
nominated as a director, supervisor or senior
officer of a listed company:
……
(III) a person who has been publicly identified
by the stock exchange as being unsuitable
to serve as a director, supervisor or senior
officer of a listed company, where the term
of enforcement has not expired;
……
Item (XI) of the original Article has been
deleted under Article 3.2.2 of the Guidelines
for Standardized Operationwith regard to the
circumstances in which a person is not
allowed to serve as a director, supervisor or
senior officer of a listed company;

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Reasons for amendments
In addition to the provisions of the
preceding paragraph, an independent
director must also not have the following
bad records:
(I)
Being
subject
to
administrative
penalty by the CSRC or criminal
penalty by a judicial authority due to
illegal securities and futures activities
within the past thirty-six (36) months;
(II) Being publicly censured or criticized
thrice or above by the stock exchange
within the past thirty-six (36) months;
(III) Having bad records such as major
breach of trust;
(IV) Being removed from his/her position
at a shareholders’ general meeting
proposed by the Board of Directors
because he/she, during his/her office
as an independent director in the past,
failed to attend two consecutive Board
meetings in person and did not
appoint another independent director
to attend the Board meeting on his/her
behalf, and less than twelve (12)
months have passed upon such
removal;
(V) Other circumstances determined by
the stock exchange.
Article
3.5.5
of
the
Guidelines
for
Standardized Operation:
A candidate for independent director shall
have good personal morality, shall not be
subject to the circumstances stipulated in
Article 3.2.2 of this Chapter that prevent
him/her from being nominated as a director
of a listed company, and shall not have the
following bad records:
(I)
Being subject to administrative penalty
by the CSRC or criminal penalty by a
judicial authority due to illegal securities
and futures activities within the past
thirty-six (36) months;
(II) Being under investigation by the CSRC
or by a judicial authority on suspicion of
any illegal securities and futures
activities, and no final conclusive
opinion has been formed;
(III) Being publicly censured or criticized
thrice or above by the stock exchange
within the past thirty-six (36) months;
[Note: Pursuant to the Measures for
Supervision and Administration, this is a
circumstance that prohibits a person
from serving as a director of a securities
company, and it has been included in
paragraph 1]

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Serial number and
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Serial number and
content of new articles
Reasons for amendments
No election, appointment or engagement of
any director, supervisor,general manageror
other senior officer in contravention of
paragraph 1 of this Article shall be valid.
Where, during his/her term of office, a
director, supervisor, general manager or
other senior officer is found to be such a
person as specifiedabovein this Article, the
Company shall remove him/her from office.
If an incumbent director, supervisor or
senior officer of the Company is involved
in the circumstance specified in item (XI)
of paragraph 1 of this Article, and should
the Board of Directors and the supervisory
committee
consider
that
his/her
continuance to serve as a director,
supervisor or senior officer plays an
important role in the operation of the
Company, he/she may be nominated as a
candidate for the following term, and the
reasons for such nomination should be
fully disclosed. The resolution for the
nomination of the aforementioned director
or supervisor shall be passed by more than
half of the shares held by the shareholders
attending
the
shareholders’ general
meeting, and also by more than half of the
shares held by the minority shareholders
attending
the
shareholders’ general
meeting. The resolution for the nomination
of the aforementioned senior officer shall
be passed by more than two-thirds of all
directors of the Board.
No election, appointment or engagement of
any director, supervisor or senior officer in
contravention of paragraphs 1 and 2 of this
Article shall be valid.
Where, during his/her term of office, a
director, supervisor or senior officer is found
to be such a person as specified in
paragraphs 1 and 2 of this Article, the
Company shall remove him/her from office
in accordance with the relevant regulations.
(IV) Having bad records such as major breach
of trust;
(V) Being removed from his/her position at
a
shareholders’
general
meeting
proposed by the board of directors
because he/she, during his/her office as
an independent director in the past,
failed to attend two consecutive board
meetings in person and did not appoint
another independent director to attend
the board meeting on his/her behalf, and
less than twelve (12) months have passed
upon such removal;
(VI) Other circumstances determined by the
exchange.
The deleted clauses were incorporated in
accordance
with
the
Guidelines
for
Standardized Operation, in which the
relevant provisions have been deleted.

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Serial number and
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Serial number and
content of new articles
Reasons for amendments
If such director or supervisor should be
dismissed from his/her position but has not
been dismissed, and if he/she attends the
Board meeting or the supervisory committee
meeting and votes thereat, his/her vote(s)
shall be deemed invalid and he/she shall
not be counted in the quorum.
If such director or supervisor should be
dismissed from his/her position but has not
been dismissed, and if he/she attends the
Board
meeting,
meeting
of
special
committees under the Board of Directors,
special meeting of independent directoror
the supervisory committee meeting and
votes thereat, his/her vote(s) shall be
deemed invalid and he/she shall not be
counted in the quorum.
If a candidate for non-independent
director, supervisor or senior officer is
involved
in
any
of
the
following
circumstances, the Company shall disclose
the specific circumstances of the candidate,
the reasons for appointing the candidate
and whether it will affect the standardized
operations of the Company:
(I)
He/she
has
been
subject
to
administrative penalty by the CSRC
within the past thirty-six (36) months;
(II) He/she has been publicly censured or
criticized thrice or above by the stock
exchange within the past thirty-six (36)
months;
(III) He/she has bad records such as major
breach of trust.
Article
3.2.8
of
the
Guidelines
for
Standardized Operation:
……
If such director or supervisor should cease
his/her performance of duties but has not
ceased his/her performance of duties, or
should be dismissed from his/her position
but has not been dismissed, and if he/she
attends the board meeting, meeting of special
committees under the board of directors,
special meeting of independent directorsor
the supervisory committee meeting and votes
thereat, his/her vote(s) shall be deemed
invalid and he/she shall not be counted in the
quorum.
Article
3.2.2
of
the
Guidelines
for
Standardized Operation:
……
If a candidate for director, supervisor or
senior officer is involved in any of the
following circumstances, the company shall
disclose the specific circumstances of the
candidate, the reasons for appointing the
candidate and whether it will affect the
standardized operations of the company:
(I)
He/she
has
been
subject
to
administrative penalty by the CSRC
within the past thirty-six (36) months;

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Reasons for amendments
The last day of the above period shall be the
date on which the Board of Directors,
shareholders’ general meeting and other
competent
bodies
of
the
Company
considered
the
resolutions
for
the
appointment of candidates for directors,
supervisors and senior officers.
(II) He/she has been publicly censured or
criticized thrice or above by the stock
exchange within the past thirty-six (36)
months;
(III) He/she is under investigation by a
judicial authority on suspicion of any
crime or by the CSRC on suspicion of any
violation of laws and regulations, and no
final conclusive opinion has been
formed;
(IV) He/she has bad records such as major
breach of trust.
The last day of the above period shall be the
date on which the board of directors,
shareholders’ general meeting and other
competent bodies of the company considered
the resolutions for the appointment of
candidates for directors, supervisors and
senior officers.

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APPENDIX I

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Serial number and
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Serial number and
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Reasons for amendments
Newly added
Article 189 The Directors, Supervisors and
senior officers of the Company shall
comply with laws, regulations, regulatory
provisions, self-disciplinary rules, these
Articles of Association and other relevant
provisions and earnestly perform their
duties, and comply with the following
professional code of conduct:
(I)
Have a good sense of compliance with
laws and regulations, consciously
resist illegal activities, and cooperate
with the CSRC and its branches to
perform
regulatory
duties
in
accordance with the laws;
(II) Be
honest
and
trustworthy,
incorruptible and self-disciplined,
compete fairly, abide by professional
ethics and industry norms, and fulfill
the written commitments to the CSRC
and its branches;
(III) Perform
duties
earnestly
and
diligently, effectively safeguard the
legitimate rights and interests of
investors, treat investors fairly, and
effectively prevent and properly
handle conflicts of interest;
(IV) Be prudent and cautious, firmly
establish
risk
awareness,
be
independent and objective, and be free
from illegal interference by others;
(V) Other professional codes of conduct
stipulated by the CSRC.
Article 22 of the Measures for Supervision
and Administration:
The directors, supervisors, senior officers and
practitioners of a securities and fund business
institution
shall
comply
with
laws,
regulations and the relevant provisions of the
CSRC, earnestly perform the duties required
by the Articles of Association, rules and labor
contract of the company, and comply with the
following professional code of conduct:
(I)
Have a good sense of compliance with
laws and regulations, consciously resist
illegal activities, and cooperate with the
CSRC and its branches to perform
regulatory duties in accordance with the
laws;
(II) Be honest and trustworthy, incorruptible
and self-disciplined, compete fairly,
abide by professional ethics and
industry norms, and fulfill the written
commitments to the CSRC and its
branches;
(III) Perform duties earnestly and diligently,
effectively safeguard the legitimate
rights and interests of investors, treat
investors fairly, and effectively prevent
and properly handle conflicts of interest;
(IV) Be
prudent
and
cautious,
firmly
establish risk awareness, be independent
and objective, and be free from illegal
interference by others;
(V) Other professional codes of conduct
stipulated by the CSRC.

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Serial number and
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Reasons for amendments
Article 190 The directors, supervisors and
senior officers of the Company shall not
engage in the following acts:
(I)
Taking advantage of his/her position
to obtain illegitimate benefits for
himself/herself or others;
(II) Engaging in activities that have
conflict of interest with his/her
performance of duties;
(III) Engaging in illegitimate transactions
or transfer of interests;
(IV) Embezzling or misappropriating the
assets of the Company or its customers
or fund properties;
(V) Privately
accepting
customers’
engagement for securities and fund
investment;
(VI) Promising gains or bearing losses to
customers in violation of regulations;
(VII) Disclosing undisclosed information
obtained by taking advantage of
his/her position, and using such
information to engage in, or expressly
or impliedly instruct others to engage
in relevant trading activities;
Article 26 of the Measures for Supervision
and Administration:
The directors, supervisors, senior officers and
practitioners of a securities and fund business
institution shall not engage in the following
acts:
(I)
Taking advantage of his/her position to
obtain
illegitimate
benefits
for
himself/herself or others;
(II) Engaging in activities that have conflict
of interest with his/her performance of
duties;
(III) Engaging in illegitimate transactions or
transfer of interests;
(IV) Embezzling or misappropriating the
assets of the company or its customers or
fund properties;
(V) Privately
accepting
customers’
engagement for securities and fund
investment;
(VI) Promising gains or bearing losses to
customers in violation of regulations;
(VII) Disclosing undisclosed information
obtained by taking advantage of his/her
position, and using such information to
engage in, or expressly or impliedly
instruct others to engage in relevant
trading activities;

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Serial number and
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Serial number and
content of new articles
Reasons for amendments
(VIII) Providing funds or securities to
customers in violation of regulations,
or
providing
intermediaries,
guarantees or other facilities for
customers’ financing in violation of
regulations;
(IX) Abusing his/her power, neglecting
his/her duties, and failing to perform
his/her duties in accordance with
regulations;
(X) Other
acts
prohibited
by
laws,
regulations, regulatory provisions,
self-disciplinary rules and other
relevant provisions.
Article 191 The directors, supervisors and
senior officers of the Company shall refuse
to execute any order or authorization of any
institution or individual that infringes
upon the interests of the Company or the
legitimate rights and interests of investors.
If any illegal or irregular acts infringing
upon the legitimate rights and interests of
investors are found, they shall promptly
report to the compliance officer of the
Company or relevant branches of the CSRC.
(VIII) Providing
funds
or
securities
to
customers in violation of regulations, or
providing intermediaries, guarantees or
other facilities for customers’ financing
in violation of regulations;
(IX) Abusing his/her power, neglecting
his/her duties, and failing to perform
his/her duties in accordance with
regulations;
(X) Other
acts
prohibited
by
laws,
regulations and the CSRC.
Article 27 of the Measures for Supervision
and Administration:
The directors, supervisors, senior officers and
practitioners of a securities and fund business
infringes upon the interests of the company or
the legitimate rights and interests of
investors. If any illegal or irregular acts
infringing upon the legitimate rights and
interests of investors are found, they shall
promptly report to the compliance officer of
the company or relevant branches of the
CSRC.
Article 232 The directors, supervisors and
senior officers of the Company shall ensure
that they have sufficient time and energy to
perform their duties,and shall not conduct
for themselves or others any businesses
similar to those of or that have a conflict of
interest with the Company.
Article 192 The directors, supervisors and
senior officers of the Company shall ensure
that they have sufficient time and energy to
perform their duties.
The deleted clauses have been included in
new Article 119.

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Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 152 A director shall complete all of
the handover procedures with the Board of
Directors oncehis/her resignation becomes
effective or his/her term of office expires.
The fiduciary duties to the Company and the
shareholders are not necessarily released
upon expiry of his/her term of office. The
duty of confidentiality in respect of trade
secrets of the Company survives the
termination of his/her term of office until
such trade secrets enter the public domain.
Other duties may continue for such a period
as the principle of fairness may require
depending on the amount of time which has
lapsed between the termination and the act
concerned and the specific circumstances
and conditions under which the relationship
betweenthe directorand the Company was
terminated.
Article193A director, supervisor and senior
officer shall complete all of the handover
procedures with the Board of Directors or
Board of Supervisors once he/she resigns.
The fiduciary duties to the Company and the
shareholders are not necessarily released
upon his/her resignation. The duty of
confidentiality in respect of the non-public
information of the Company survives
his/her resignation until such trade secrets
enter the public domain. Other duties may
continue for such a period as the principle of
fairness may require depending on the
amount of time which has lapsed between
the termination and the act concerned and
the specific circumstances and conditions
under which the relationship between such
personand the Company was terminated.
Article 29 of the Measures for Supervision
and Administration:
When directors, supervisors, senior officers
and practitioners of a securities and fund
business institution resign, they shall keep
the trade secrets and other non-public
information of such institution confidential
and shall not use such non-public information
to seek benefits for themselves or others.
Added relevant provisions for supervisors
and senior officers to keep trade secrets
confidential upon resignation, and adjusted
the position of this Article.
Article 234 to Article 250
Article 195Subject to exceptions allowed by
the relevant requirements ofthe Hong Kong
Listing Rules or SEHK, no director shall vote
on any contract or arrangement in which
he/she has any material interest through
himself/herself or any of his/her close
associates (as defined in the Hong Kong
Listing Rules) or on any other proposed
resolution of the Board of Directors; and
he/she
shall
not
be
counted
when
determining whether a quorum is present in
the meeting.
Except for paragraph 2 of original Article 240,
the rest of the original clauses were
incorporated
in
accordance
with
the
Mandatory Provisions, which have been
abolished.

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Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article
253
The
Company
shall,
in
accordance with laws and regulations and
relevant provisions of CSRC and the
securities regulatory authority in the place
where securities of the Company are listed,
establish and perfect the compliance system
of the Company for the purpose of
supervising and inspecting the compliance
of the operation and management of the
Company.
The
Company
shall
formulate
the
compliance system and define duties of
compliance personnel in accordance with
relevant provisions and based on its own
situation.
Article
198
The
Company
shall,
in
accordance
with
laws,
regulations,
regulatory provisions, self-disciplinary
rules and other relevant provisions,
establish and perfect the compliance system
of the Company for the purpose of
supervising and inspecting the compliance
of the operation and management of the
Company.
The
Company
shall
formulate
the
compliance system and define duties of
compliance management personnel in
accordance with relevant provisions and
based on its own situation.
Adjusted the wording (the same applies
below).
Article 261 The Company shall submit
annual financial accounting reports to
CSRC and the stock exchange within four (4)
months after the end of each accounting
year, semi-annual financial accounting
reports to the agencies of CSRC and the
stock exchange within two (2) months after
the end of first six (6) months of each
accounting year, and quarterly financial
accounting reports to the agencies of CSRC
and the stock exchange within one (1)
month after the end of first three (3)
months and first nine (9) months of each
accounting year.
The foregoing financial accounting reports
shall be prepared in accordance with
relevant laws, administrative regulations,
departmental rules and relevant rules of
the securities regulatory authority in the
place where securities of the Company are
listed.
Article 205 The Company shall submit and
discloseannual reports totheCSRC and the
stock exchange within four (4) months after
the end of each accounting year,and interim
reportsto the agencies oftheCSRC and the
stock exchange within two (2) months after
the end of first six (6) months of each
accounting year.
The foregoing annual reports and interim
reports shall be prepared in accordance with
relevant laws, regulations, regulatory
provisions, self-disciplinary rules and
other relevant provisions.
Article 151 of the Guidelines for Articles of
Association:
The company shall submit and disclose
annual reports to the CSRC and the stock
exchange within four (4) months after the end
of each accounting year, and interim reports
to the agencies of the CSRC and the stock
exchange within two (2) months after the end
of first half of each accounting year.
The foregoing annual reports and interim
reports shall be prepared in accordance with
relevant laws, administrative regulations
and the requirements of the CSRC and the
stock exchange.

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Reasons for amendments
Article 262 The Board of Directors shall, in
each
annual
general
meeting
of
shareholders, submit to shareholders such
financial reports as the Company is required
to prepare in accordance with relevant laws,
administrative regulations, regulatory
documents
promulgated
by
local
governments and competent departments,
and relevant rules of the securities
regulatory authority in the place where
securities of the Company are listed.
Article 206 The Board of Directors shall, in
each
annual
general
meeting
of
shareholders, submit to shareholders such
financial reports as the Company is required
to prepare in accordance with relevant laws,
regulations,
regulatory
provisions,
self-disciplinary rules and other relevant
provisions.
Adjusted the wording.
Article 263 Financial accounting reports
shall be made available in the Company for
shareholders’ reference twenty (20) days
prior to the holding of the annual general
meeting of shareholders. Each shareholder
of the Company shall be entitled to financial
reports mentioned in this Chapter.
Unless otherwise specified herein, the
Company shall, no later than twenty-one
(21) days prior to the holding of an annual
general meeting of shareholders, send the
foregoing reports or reports of the Board of
Directors and balance sheets (including each
document to be appended to balance sheets
in accordance with statutes) and income
statements or income and expenditure
accounts or summary financial reports by
person or by prepaid post to each
shareholder of overseas listed foreign
shares at such address registered in the
register of shareholders.
Article 207 Annual financial accounting
reports shall be made available in the
Company for shareholders’ reference twenty
(20) days prior to the holding of the annual
general meeting of shareholders. Each
shareholder of the Company shall be entitled
to financial reports mentioned in this
Chapter.
Unless otherwise specified herein, the
Company shall, no later than twenty-one (21)
days prior to the holding of an annual
general meeting of shareholders, make
notifications and announcements regarding
the foregoing reports or reports of the Board
of Directors and balance sheets (including
each document to be appended to balance
sheets in accordance with statutes) and
income
statements
or
income
and
expenditure accounts or summary financial
reports in accordance with the relevant
provisions of Chapter XIII of these Articles
of Association.
There is no such requirement for non-annual
financial accounting reports.
Adjusted the wording (in the Chinese version
only) (the same applies below).
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.

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Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article268
……
After the Company covers its losses and
makes allocations for the statutory surplus
fund and other special reserves applicable to
securities
companies,
the
remaining
after-tax profits shall be distributed in the
proportion of shares held of shareholders.
Such portion of the Company’s profits
available for distribution as is distributed in
cash to shareholders must be in compliance
with the requirements ofrelevantlawsand
regulations, and it shall be guaranteed that,
after the implementation of the profit
distribution plan, such risk control indexes
of the Company as net capital shall be no
lower than the warning standard specified
in the Measures for the Risk Control Indexes
of Securities Companies.
……
Article212
……
After the Company covers its losses and
makes allocations for the surplus fund and
other special reserves applicable to securities
companies, the remaining after-tax profits
shall be distributed in the proportion of
shares held of shareholders. Such portion of
the
Company’s
profits
available
for
distribution as is distributed in cash to
shareholders must be in compliance with the
requirements
of
laws,
regulations,
regulatory provisions, self-disciplinary
rules and other relevant provisions, and it
shall
be
guaranteed
that,
after
the
implementation of the profit distribution
plan, such risk control indexes of the
Company as net capital shall be no lower
than the warning standard specified in the
Measures for the Risk Control Indexes of
Securities Companies.
……
Article 153 of the Guidelines for Articles of
Association:
……
After the company covers its losses and
makes allocations for the surplus fund, the
remaining
after-tax
profits
shall
be
distributed in the proportion of shares held of
shareholders, except where it is not allowed
to be distributed in such proportion pursuant
to the articles of association.
……
Article 278 The capital surplus fund shall
include:
(I)
the premium generated from the
issuance
in
excess
of
the
denomination of shares; and
(II) other revenues recognized in the
capital surplus fund as required by
the financial department of the State
Council.
Deleted
The original clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.

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Reasons for amendments
Article 281 The Company shall engage an
independent accounting firm that complies
with relevant national regulations to audit
financial statements, verify net assets and
offer other relevant advisory services.
The Company shall engage an accounting
firm for a termof one yearfrom the end of
each annual general meeting of shareholders
to the end of next annual general meeting of
shareholders, and such engagement may be
renewed.
Article 224 The Company shall engage an
independent accounting firm that complies
with relevant national regulations to audit
financial statements, verify net assets and
offer other relevant advisory services.
The Company shall engage an accounting
firm for a term from the end of each annual
general meeting of shareholders to the end of
next annual general meeting of shareholders,
and such engagement may be renewed. In
principle, the Company shall not engage
the same accounting firm (including any
relevant member entity of such accounting
firm) for more than five (5) consecutive
years. At the expiration of the five-year
period, based on the accounting firm’s
previous audit quality, evaluation by
shareholders and opinions of regulatory
authorities, and after performing the
corresponding procedures, the engagement
may be extended as appropriate, provided
that the period of continuous engagement
shall not exceed eight (8) years.
Article 31 of the Administrative Measures for
State-owned Financial Enterprises to Select
and Appoint Accounting Firms issued by the
Ministry of Finance:
In principle, a financial enterprise shall not
engage the same accounting firm (including
any
relevant
member
entity
of
such
accounting firm) for more than five (5)
consecutive years. At the expiration of the
five-year period, based on the accounting
firm’s previous audit quality, evaluation by
shareholders and opinions of regulatory
authorities, and after performing the
decision-making procedures stipulated in
these Measures, the engagement may be
extended as appropriate, provided that the
period of continuous engagement shall not
exceed eight (8) years.

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Article 282 The accounting firm engaged
by the Company shall have the right to:
(I)
inspect books, records or vouchers of
the Company at any time and to
require any director, general manager
or other senior officer of the Company
to provide relevant materials and
statements;
(II) require the Company to take all
reasonable measures to obtain from
its subsidiaries such materials and
statements as necessary for such
accounting firm to perform its duties;
and
(III) attend any meeting of shareholders as
a non-voting delegate, receive any
notice of meeting or other information
relating to the meeting which any
shareholder has the right to receive,
and make a statement on matters
concerning its engagement as the
accounting firm of the Company in
any meeting of shareholders.
Deleted
The original clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.

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Article283 The appointment of accounting
firm by the Company must be decided by
the shareholders’ general meeting, andthe
Board of Directors shall not appoint any
accounting firm prior to the decision of the
shareholders’ general meeting.In the event
of vacancy of accounting firm, where the
Company has any other accounting firms
in office, during the period when such
vacancy lasts, such accounting firms may
continue to act.
Article 285 The decision to engage, remove
or discontinue the engagement of an
accounting firm shall be taken by the
general meeting of shareholders.
Where the Company intends to remove or
discontinue
the
engagement
of
an
accounting firm, it shall send a thirty-day
notice to such accounting firm. Where the
removal of an accounting firm is put to the
vote in a general meeting of shareholders,
such accounting firm shall be allowed to
state its opinions.
Article 225 The decision to engage, remove
or discontinue the engagement of an
accounting firm shall be taken by the general
meeting of shareholders. The Board of
Directors shall not appoint or change any
accounting firm prior to the decision of the
shareholders’ general meeting.
Where the Company intends to remove or
discontinue
the
engagement
of
an
accounting firm, it shall send a thirty-day
notice to such accounting firm. Where the
removal of an accounting firm is put to the
vote in a general meeting of shareholders,
such accounting firm shall be allowed to
state its opinions.
Merge original Articles 283 and 285, and
deleted the clauses provided under the
Mandatory Provisions.
Article 160 of the Guidelines for Articles of
Association:
The decision to engage an accounting firm
shall be taken by the general meeting of
shareholders. The board of directors shall not
appoint any accounting firm prior to the
decision of the shareholders’ general meeting.

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Where the general meeting of shareholders
seeks
to
engage
a
non-incumbent
accounting firm to fill any vacancy for the
accounting firm, or remove an accounting
firm of which the term of office does not
expire, the following provisions shall be
complied with:
(I)
the
proposal
concerning
such
engagement or removal shall, before a
notice
of
general
meeting
of
shareholders is sent, be delivered to
the accounting firm which is to be
engaged or leave office or has left
office in the relevant accounting year.
Leaving office includes removal,
resignation and retirement.
(II) if the accounting firm to leave office
makes a written statement and require
the Company to notify shareholders
of such statement, then unless the
Company
receives
the
written
statement late, the Company shall
take the following measures:
1.
to indicate in the notice sent for
the
purpose
of
making
a
resolution that the accounting
firm to leave office has made
such statement; and
2.
to
deliver
a
copy
of
such
statement as an attachment to the
notice to shareholders in the
manner prescribed herein.
The deleted clauses were incorporated in
accordance with the Hong Kong Listing
Rules, in which the relevant provisions have
been deleted.

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(III) if the Company fails to send the
statement of the relevant accounting
firm in accordance with (II) above,
such accounting firm may require
such statement to be read in a general
meeting of shareholders and make a
further appeal.
(IV) the accounting firm leaving office
shall have the right to attend the
following meetings:
1.
the
general
meeting
of
shareholders at the end of which
its term of office shall expire;
2.
the
general
meeting
of
shareholders with a view to
filling the vacancy caused by its
removal; and
3.
the
general
meeting
of
shareholders convened due to its
resignation.
The accounting firm leaving office shall
have the right to receive all notices of the
foregoing meetings or other information
relating to such meetings, and to make a
statement on matters concerning its being
the former accounting firm of the Company
in the foregoing meetings.

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Article 284 Notwithstanding the provisions
made
in
the
contract
between
an
accounting firm and the Company, the
general meeting of shareholders may, prior
to the expiry the term of office of any
accounting firm, decide to remove such
accounting firm from office by an ordinary
resolution. Where such accounting firm
has the right to claim compensation from
the Company due to its removal from
office, such right shall not be affected.
Deleted
The original clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.
Article288Where an accounting firm offers
to resign, it shall explain to the general
meeting of shareholders whether the
Company is involved in any anomaly.
An accounting firm may resign by means of
placing a written notice of resignation at the
legal address of the Company. Such notice
shall come into effect as of the date when it
is placed at the legal address of the
Company or a later date indicated in the
notice. Such notice shall include the
following statements:
(I)
the statement that, in its opinion, its
resignation does not involve any
explanation owed to shareholders or
creditors of the Company; and
(II) any
statement
involving
any
explanation owed by the accounting
firm.
Article 228 Where an accounting firm offers
to resign, it shall explain to the general
meeting of shareholders whether the
Company is involved in any anomaly.
An accounting firm may resign by means of
placing a written notice of resignation at the
legal address of the Company. Such notice
shall come into effect as of the date when it is
placed at the legal address of the Company
or a later date indicated in the notice.
The deleted clauses were incorporated in
accordance with the Hong Kong Listing
Rules, in which the relevant provisions have
been deleted.

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The Company shall, within fourteen (14)
days after the receipt of the foregoing
written notice, send a copy of such notice
to the relevant competent authority. If such
notice contains any statement referred to in
(II) above, the Company shall make a copy
of such statement available in the
Company for shareholders’ inspection.
Unless otherwise specified herein, the
Company shall send by prepaid post a copy
of such statement to each shareholder
entitled to financial condition reports of
the Company at such address as registered
in the register of shareholders.
Where the resignation notice of an
accounting firm contains any explanation
due from it, such accounting firm may
require the Board of Directors to convene
an interim general meeting of shareholders
to listen to its explanations about its
resignation.

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Article 296 The Company shall issue
announcements and make information
disclosures to shareholders of domestic
shares through the information disclosure
newspaper and website specified by laws,
regulations or any securities regulatory
authority of China. If any announcement
shall be issued to shareholders of overseas
listed foreign shares in accordance with
relevant regulations, such announcement
shall also be published in such manner as
specified in the Hong Kong Listing Rules.
Information shall be disclosed by the
Company in the specified newspaper(s)
and on the specified website(s) before
through any other public media, and no
corporate announcement shall be replaced
by press release, answers to reporters’
requests or other form.
The Board of Directors shall have the right
to
change
to
other
information
newspaper(s) for Company disclosure;
however, it shall ensure that the specified
information
disclosure
newspaper(s)
comply with such qualifications and
conditions as specified by relevant laws,
regulations, regulatory documents, the
securities regulatory authority in the place
where securities of the Company are listed
and the securities exchange.
Article 236 The Company shall issue
announcements and make information
disclosures to shareholders of domestic
shares through the website of the stock
exchange and the information disclosure
media
that
meet
the
requirements
stipulated
by
the
CSRC.
If
any
announcement
shall
be
issued
to
shareholders of overseas listed foreign
shares
in
accordance
with
relevant
regulations, such announcement shall also
be published in such manner as specified in
the Hong Kong Listing Rules. Information
shall be disclosed by the Company on the
website of the stock exchange and the
media
that
meet
the
requirements
stipulated by the CSRCbefore through any
other public media, and no corporate
announcement shall be replaced by press
release, answers to reporters’ requests or
other form.
The Board of Directors shall have the right to
change to other media for Company
information disclosure; however, it shall
ensure that the information disclosuremedia
as
so
changed
comply
with
such
qualifications and conditions as specified by
relevant laws, regulations, regulatory
provisions, self-disciplinary rules and
other relevant provisions.
Article 8 of the Administrative Measures on
Information Disclosure by Listed Companies:
Information disclosed in accordance with the
law shall be published onthe website of the
stock exchange and the media that meet the
requirements stipulated by the CSRC, and
shall be placed at the domicile of the listed
company and the stock exchange for
inspection by the public.
Adjusted the wording.

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Article 298 In the case of merger or division
of the Company, the Board of Directors
shall put forward a proposal, and relevant
approval procedures shall be gone through
in accordance with the law after such
proposal is approved by the general
meeting of shareholders in accordance
with
procedures
set
out
herein.
Shareholders who have an objection to the
merger or division plan of the Company
shall have the right to require the
Company or shareholders who agree with
the merger or division plan of the
Company to purchase their shares at a fair
price. The merger or division resolution of
the Company shall be documented for
shareholders’ inspection.
Shareholders of foreign shares listed in
Hong Kong shall further be informed in
writing of the foregoing documents by
mail or such other means as specified
herein.
Deleted
The original clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.
Article299When the Company merges with
another company, the parties to the merger
shall sign a merger agreement, and draw up
a balance sheet and a detailed inventory of
assets. The Company shall, within ten (10)
days from the date the resolution on such
merger is adopted, notify its creditors of the
intended
merger,
and
make
an
announcement about it in the newspaperor
by other means within thirty (30) days
therefrom. The creditors may, within thirty
(30) days from the date they receive the
notice, or if they have not received the
notice, within forty-five (45) days from the
date the announcement is made, require the
Company to settle their debts or provide
corresponding guarantee.
Article238When the Company merges with
another company, the parties to the merger
shall sign a merger agreement, and draw up
a balance sheet and a detailed inventory of
assets. The Company shall, within ten (10)
days from the date on which the resolution
on such merger is adopted, notify its
creditors of the intended merger, and make
an announcement about it in the newspaper
and by other means within thirty (30) days
therefrom. The creditors may, within thirty
(30) days from the date they receive the
notice, or if they have not received the
notice, within forty-five (45) days from the
date the announcement is made, require the
Company to settle their debts or provide
corresponding guarantee.
Adjusted the wording.

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Article 301 Where the Company proceeds
into a division, its assets shall be divided
appropriately.
When the Company intends to divide itself,
all parties to such division shall enter into
a division agreement anddraw up a balance
sheet and a detailed inventory of assets. The
Company shall, within ten (10) days from
the date the resolution on such division is
adopted, notify its creditors of the intended
division, and make an announcement about
it in the newspaperorby other means within
thirty (30) days therefrom.
Article 240 Where the Company proceeds
into a division, its assets shall be divided
appropriately.
When the Company intends to divide itself,
it shall draw up a balance sheet and a
detailed inventory of assets. The Company
shall, within ten (10) days from the date on
which the resolution on such division is
adopted, notify its creditors of the intended
division, and make an announcement about
it in the newspaper and by other means
within thirty (30) days therefrom.
Article 175 of the Guidelines for Articles of
Association:
Where the company proceeds into a division,
its assets shall be divided appropriately.
When the company intends to divide itself, it
shall draw up a balance sheet and a detailed
inventory of assets. The company shall,
within ten (10) days from the date on which
the resolution on such division is adopted,
notify its creditors of the intended division,
and make an announcement about it in [name
of newspaper] within thirty (30) days
therefrom.

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Article304The Company shall dissolve and
liquidate in accordance with the law if:
(I)
the general meeting of shareholders of
the
Company
resolves
that
the
Company be dissolved;
(II) the Company dissolves due to merger
or division;
(III) any other cause of dissolution specified
herein occurs;
(IV) the Company is declared bankrupt
due to its inability to settle its debts
when they fall due;
(V) the Company has its business license
revoked, is ordered to close down or is
canceled in accordance with the law;
(VI) shareholders holding more than ten
percent of the voting powers held by
all the shareholders of the Company
may request a people’s court to
dissolve the Company to the extent that
the Company is confronted with
serious difficulties in operation and
management, its continued existence
may
cause
major
losses
to
its
shareholders and the difficulties cannot
be surmounted by other means.
Article 243 The Company shall, upon
approval by the securities regulatory
authority of the State Council,dissolve and
liquidate in accordance with the law if:
(I)
the general meeting of shareholders of
the
Company
resolves
that
the
Company be dissolved;
(II) the Company dissolves due to merger
or division;
(III) any other cause of dissolution specified
herein occurs;
(IV) the Company has its business license
revoked, is ordered to close down or is
canceled in accordance with the law;
(V) shareholders holding ten (10) percent
or moreof the voting powers held by all
the shareholders of the Company may
request a people’s court to dissolve the
Company to the extent that the
Company is confronted with serious
difficulties
in
operation
and
management, its continued existence
may
cause
major
losses
to
its
shareholders and the difficulties cannot
be surmounted by other means.
Article
15
of
the
Regulation
on
the
Supervision and Administration of Securities
Companies:
……
The suspension of operation, dissolution or
bankrupt of a securities company must be
approved by the securities regulatory
authority of the State Council, and such
company should make arrangement for its
customers
and
deal
with
unfinished
businesses in accordance with relevant
regulations.
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished. Bankruptcy
procedures involve direct liquidation without
going through the dissolution process.

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Article 306 Where the Company dissolves
due
to
the
occurrence
of
any
of
circumstances set out in Items (I), (III) and
(VI) in Article 304 hereof, the Company
shall, within fifteen days after the securities
regulatory authority of the State Council
approves such dissolution, set up a
liquidation team, members of which shall
be determined by the general meeting of
shareholders by an ordinary resolution.
Where the Company fails to set up a
liquidation team to conduct liquidation at
the expiration of the prescribed time limit,
its creditors may apply to a people’s court
for designating relevant persons to form a
liquidation team for liquidation.
Where the Company dissolves due to the
circumstance set out in Item (II) in Article
304 hereof, the Company shall file an
application to the securities regulatory
authority of the State Council, which shall
be
accompanied
with
reasons
for
dissolution and relevant documents, and
dissolve after being approved by the
securities regulatory authority of the State
Council.
Where the Company dissolves due to any
of circumstance set out in Item (IV) in
Article 304 hereof, a people’s court shall, in
accordance with relevant laws, organize
the securities regulatory authority of the
State Council, shareholders, relevant
authorities and relevant professionals to
set up a liquidation team to perform
bankruptcy liquidation in accordance with
laws relating to enterprise bankruptcy.
Where the Company dissolves due to any
circumstance set out in Item (V) in Article
304 hereof, relevant competent authority
shall organize shareholders, relevant
authorities and relevant professionals to
set up a liquidation team to perform
liquidation.
Article 245 Where the Company dissolves
due
to
the
occurrence
of
any
of
circumstances set out in Items (I), (III), (IV)
and (V) in Article 243 hereof, the Company
shall, within fifteen (15) days after the
securities regulatory authority of the State
Council approves such dissolution, set up a
liquidation team and initiate liquidation.
The liquidation team shall be composed of
directors or persons determined at the
shareholders’ general meeting. Where the
Company fails to set up a liquidation team to
conduct liquidation at the expiration of the
prescribed time limit, its creditors may apply
to a people’s court for designating relevant
persons to form a liquidation team for
liquidation.
Article 181 of the Guidelines for Articles of
Association:
Where the company dissolves due to the
occurrence of any of circumstances set out in
Items (I), (II), (IV) and (V) in Article 179
hereof, the company shall, within fifteen (15)
days after the occurrence of the cause of
dissolution, set up a liquidation team and
initiate liquidation. The liquidation team
shall be composed of directors or persons
determined at the shareholders’ general
meeting. Where the company fails to set up a
liquidation team to conduct liquidation at the
expiration of the prescribed time limit, its
creditors may apply to a people’s court for
designating relevant persons to form a
liquidation team for liquidation.
Note: Items (I) and (II) of the Guidelines for
Articles of Association mentioned above
represent Items (III) and (I), respectively, of
the Articles of Association.
The original paragraph 2 has been reflected in
new Article 243. The original paragraphs 3
and 4 were incorporated in accordance with
the Mandatory Provisions, which have been
abolished.

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Article 307 If the Board of Directors
decides
to
place
the
Company
in
liquidation (except for the liquidation
arising from the Company’s declaration of
bankruptcy), the Board of Directors shall
in the notice of general meeting of
shareholders convened for such purpose
state that the Board of Directors has made
full investigation of the status of the
Company and believes that the Company
may discharge all of its debts within
twelve
(12)
months
after
the
commencement of liquidation.
After the resolution of the general meeting
of shareholders on liquidation is passed,
the authorities of the Board of Directors of
the
Company
shall
terminate
with
immediate effect.
The liquidation team shall, as instructed
by the general meeting of shareholders,
report the revenues and expenditures of
the liquidation team, the business of the
Company and the liquidation progress to
the general meeting of shareholders at
least once each year, and shall make a final
report
to
the
general
meeting
of
shareholders at the end of liquidation.
Deleted
The original clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.

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Article309A liquidation team shall, within
ten days from the date it is established,
notify the creditors of its establishment and
make an announcement in the newspaperor
other means within sixty (60) days
therefrom. The creditors shall declare their
claims to the liquidation team within thirty
(30) days from the date they receive the
written notice, or if they have not received
such notice, within forty-five (45) days from
the date the announcement is made.
When declaring his claims, a creditor shall
specify the matters in respect of each claim,
and provide supporting materials. The
liquidation team shall register the claims.
During the period when creditors declare
their claims, the liquidation team shall not
pay off the debts to them.
Article 247 A liquidation team shall, within
ten days from the date it is established,
notify the creditors of its establishment and
make an announcement in the newspaper
and other means within sixty (60) days
therefrom. The creditors shall declare their
claims to the liquidation team within thirty
(30) days from the date they receive the
written notice, or if they have not received
such notice, within forty-five (45) days from
the date the announcement is made.
When declaring his claims, a creditor shall
specify the matters in respect of each claim,
and provide supporting materials. The
liquidation team shall register the claims.
During the period when creditors declare
their claims, the liquidation team shall not
pay off the debts to them.
Adjusted the wording.
Article312After the liquidation is finished,
the liquidation team shall prepare a
liquidation report and a statement of
revenues and expenditures and financial
books for the liquidation period, and after
being verified by the PRC CPAs, submit the
same to the general meeting of shareholders
or relevant competent authority for
confirmation.
The liquidation team shall, within thirty
(30) days from the date of confirmation by
the general meeting of shareholders or
relevant competent authority, submit the
foregoing documents to the company
registration
authority
to
apply
for
deregistration of the Company and to
announce the termination of the Company.
Article 250 After the liquidation is finished,
the liquidation team shall prepare a
liquidation report, submit the same to the
general meeting of shareholders or the
people’s courtfor confirmation, and submit
the same to the company registration
authority to apply for deregistration of the
Company and to announce the termination
of the Company.
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.
Article 186 of the Guidelines for Articles of
Association:
After the liquidation is finished, the
liquidation team shall prepare a liquidation
report, submit the same to the general
meeting of shareholders or the people’s court
for confirmation, and submit the same to the
company registration authority to apply for
deregistration of the company and to
announce the termination of the company.

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Article 315 The Company may amend the
Articles of Association in accordance with
laws, administrative regulations and the
Articles of Association.
Deleted
The original clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.
CHAPTER XVI DISPUTE SETTLEMENT
Article 320
Deleted
The original clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.
Article321Interpretation
……
Article257Interpretation
……
(IV)
“Laws,
regulations,
regulatory
provisions, self-disciplinary rules
and other relevant provisions” refer
to laws, administrative regulations,
departmental
rules,
normative
documents and relevant provisions
of
the
securities
regulatory
authority, industry associations and
stock exchange where the securities
of the Company are listed.
Added interpretation.

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Article323The Articles of Association shall
be made in Chinese. In case of any conflict
between the version in any other language
or a different version and the Articles of
Association, the latest version of the Articles
of Association in Chinese approved and
registered with the competent industrial
and commercial registration authority shall
prevail. In case of any conflict between the
Articles
of
Association
and
laws,
administrative regulations, other relevant
regulatory documents and the listing rules
of the place where securities of the
Company are listed, the provisions of such
laws, administrative regulations, other
relevant regulatory documents and the
listing rules of the place where securities
of the Company are listedshall prevail.
Article 259 The Articles of Association shall
be made in Chinese. In case of any conflict
between the version in any other language or
a different version and the Articles of
Association, the latest version of the Articles
of Association in Chinese approved and
registered with the competent industrial and
commercial registration authority shall
prevail. In case of any conflict between the
Articles of Association and the mandatory
provisions of laws, regulations, regulatory
provisions, self-disciplinary rules and
other relevant provisions as promulgated
from time to time, the provisions of such
laws, regulations, regulatory provisions,
self-disciplinary rules and other relevant
provisionsshall prevail.
Adjusted the wording.
Article 324 The terms “no less than”,
“within” and “no more than” used herein
shall include the given figure whilst the
terms “under”, “beyond”, “below” and
“more than” shall exclude the given figure.
Article 260 The terms “or more/or above”,
“within” and “no more than” used herein
shall include the given figure whilst the
terms “other than”, “below” and “more
than” shall exclude the given figure.
Adjusted the wording.

In addition to the amendments listed in the table above, the proposed amendments to the Articles of Association also include adjustments of expressions based on the newly-added definition of “laws, regulations, regulatory provisions, self-disciplinary rules and other relevant provisions” to maintain consistency therein. In certain articles, the terms “the Articles of Association” and “management” have been amended to “these Articles of Association” and “operation management”, respectively, to maintain consistency therein.

Upon the above-mentioned proposed amendments to the Articles of Association, the relevant article numbers shall be adjusted accordingly. Except for the above-mentioned articles, other articles in the original Articles of Association shall remain unchanged. In the event of any inconsistency between the Chinese version and the English version, the Chinese version shall prevail.

– I-96 –

APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS OF THE COMPANY

Serial number and Serial number and content of original articles content of new articles Reasons for amendments Article 1 These Rules are formulated in Article 1 These Rules are formulated in accordance with the Company Law of the accordance with the Company Law of the People’s Republic of China (the “Company People’s Republic of China (the “Company Law”), Securities Law of the People’s Law”), Securities Law of the People’s Republic of China (the “Securities Law”), Republic of China (the “Securities Law”), Code of Corporate Governance for Listed Code of Corporate Governance for Listed Companies, Rules for Governance of Companies, Rules for Governance of Securities Companies, Rules for General Securities Companies, Rules for General Meetings of Listed Companies ( the “Rules Meetings of Listed Companies, Rules Adjusted the wording. for General Meetings ”), Rules Governing Governing the Listing of Securities on The the Listing of Securities on The Stock Stock Exchange of Hong Kong Limited (the Exchange of Hong Kong Limited (the “Hong “Hong Kong Listing Rules”) and other laws, Kong Listing Rules”), Special Regulations regulations, regulatory provisions and The Special Regulations of the State Council of the State Council on Overseas Offering self-disciplinary rules as well as the Articles on Overseas Offering and Listing of Shares by and Listing of Shares by Joint Stock of Association of China Merchants Securities Joint Stock Limited Companies have been Limited Companies (the “Special Co., Ltd. (the “Articles of Association”), for abolished. Regulations”) and other laws, regulations, the purpose of facilitating the smooth rules and normative documents as well as progress of shareholders’ general meetings, the Articles of Association of China standardizing the organization and conduct Merchants Securities Co., Ltd. (the “Articles of shareholders’ general meetings, of Association”), for the purpose of improving the efficiency of shareholders’ facilitating the smooth progress of general meetings, safeguarding the shareholders’ general meetings, legitimate rights and interests of standardizing the organization and conduct shareholders, and ensuring that the of shareholders’ general meetings, shareholders’ general meeting can exercise improving the efficiency of shareholders’ its functions and powers in accordance with general meetings, safeguarding the the law and that its procedures and legitimate rights and interests of resolutions are effective and legitimate. shareholders, and ensuring that the shareholders’ general meeting can exercise its functions and powers in accordance with the law and that its procedures and resolutions are effective and legitimate.

– II-1 –

APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 7 More than half of the independent
directors shall be entitled to propose to the
Board
of
Directors
to
convene
an
extraordinary general meeting. Regarding
the proposal of the independent directors to
convene an extraordinary general meeting,
the Board of Directors shall, pursuant to
relevant laws, administrative regulations
and the Articles of Association, indicate its
written feedbacks to the agreement or
disagreement to the convening of the
extraordinary general meeting within ten
(10) days after receipt of the proposal.
……
Article 7 More than half of the independent
directors shall be entitled to propose to the
Board
of
Directors
to
convene
an
extraordinary general meeting. Regarding
the proposal of the independent directors to
convene an extraordinary general meeting,
the Board of Directors shall, pursuant to
relevant laws, regulations, regulatory
provisions, self-disciplinary rules and the
Articles of Association, indicate its written
feedbacks to the agreement or disagreement
to the convening of the extraordinary
general meeting within ten (10) days after
receipt of the proposal.
……
Article
18
of
the
Measures
for
the
Administration of Independent Directors of
Listed Companies:
Independent directors shall exercise the
following special functions and powers:
……
Independent director(s) shall obtain the
consent ofmore than halfof all independent
directors before exercising the functions and
powers listed in Items (I) to (III) of the
preceding paragraph.
Article 10 Where the Board of Supervisors or
shareholders decide to convene a general
meeting by itself/themselves, it/they shall
notify the Board of Directors in writing and
file with the local office of the CSRC and
the stock exchange in the place where the
Company is located.
The shareholding of shareholders who
convene the shareholders’ general meeting
shall be no less than 10% before a resolution
passed at the shareholder’s general meeting
is announced.
The Board of Supervisors or convening
shareholders shall, when the notice on the
convening of the shareholders’ general
meeting is delivered and a resolution
passing at the shareholders’ general meeting
is announced, submit relevant supporting
documents to the local office of the CSRC
and the stock exchange in the place where
the Company is located.
Article 10 Where the Board of Supervisors or
shareholders decide to convene a general
meeting by itself/themselves, it/they shall
notify the Board of Directors in writing and
file with the stock exchange.
The shareholding of shareholders who
convene the shareholders’ general meeting
shall be no less than 10% before a resolution
passed at the shareholder’s general meeting
is announced.
The Board of Supervisors or convening
shareholders shall, when the notice on the
convening of the shareholders’ general
meeting is delivered and a resolution
passing at the shareholders’ general meeting
is announced, submit relevant supporting
documents to the stock exchange.
Rule 10 of the Rules for General Meetings of
Listed Companies:
Where
the
board
of
supervisors
or
shareholders decide to convene a general
meeting by itself/themselves, it/they shall
notify the board of directors in writing and
file with the stock exchange.
The shareholding of ordinary shareholders
(including preferred shareholders whose
voting rights have been restored) who
convene the shareholders’ general meeting
shall be no less than 10% before a resolution
passed at the shareholder’s general meeting is
announced.
The board of supervisors or convening
shareholders shall, when the notice on the
convening of the shareholders’ general
meeting is delivered and a resolution passing
at the shareholders’ general meeting is
announced, submit relevant supporting
documents to the stock exchange.

– II-2 –

APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 12 Expenses necessary for a
shareholders’ general meeting held by the
Board of Supervisors or shareholders on its
own shall be borne by the Company, and
deducted from the amount payable by the
Company to the defaulting directors.
Article 12 Expenses necessary for a
shareholders’ general meeting held by the
Board of Supervisors or shareholders on its
own shall be borne by the Company.
The deleted clauses were incorporated in
accordance with the Mandatory Provisions
for the Articles of Association of Companies
to be Listed Overseas (the “Mandatory
Provisions”), which have been abolished.
Article 15 The Company shall inform each
shareholder by announcement twenty (20)
clear Hong Kong businessdays prior to the
convening of an annual general meeting
(including class meetings) and shall inform
each shareholder by announcementten (10)
clear Hong Kong business days or fifteen
(15) days prior to the convening of an
extraordinary general meeting (including
class meetings), whichever is earlier.
In determining the starting date, the
Company shall not include the date on
which the meeting is held.
Article 15 The Company shall inform each
shareholder by announcement twenty-one
(21)days prior to the convening of an annual
general meeting and shall inform each
shareholder by announcement fifteen (15)
days
prior
to
the
convening
of
an
extraordinary general meeting.
In determining the starting date, the
Company shall not include the date on which
the meeting is held.
Paragraph 14(2) of Appendix 3 of the Rules
Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited (the
“Hong Kong Listing Rules”):
That an issuer must give its members
reasonable written notice of its general
meetings.
Note: “Reasonable written notice” normally
meansat least 21 days for an annual general
meetingandat least 14 daysfor other general
meetings.
This
is
unless
it
can
be
demonstrated that reasonable written notice
can be given in less time.
Article 55 of the Guidelines for Articles of
Association of Listed Companies:
The convener shall inform each shareholder
by announcement 20 days prior to the
convening of an annual general meeting and
shall
inform
each
shareholder
by
announcement15 daysprior to the convening
ofan extraordinary general meeting.
Class meetings are provided under the
Mandatory Provisions, which have been
abolished.

– II-3 –

APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 16 A notice of shareholders’ general
meeting shall be made in writing and
include the following contents:
(I)
Specify the time and date, place and
duration of the meeting;
(II) State the matters and motions to be
considered at the meeting;
(III)Provide materials and explanations
necessary for the shareholders to make
an informed decision regarding the
matters to be discussed, including (but
not limited to) specific terms and
contracts (if any) and a detailed
explanation of its reasons and effect
for a proposed transaction such as a
merger,
repurchase
of
shares,
restructuring of share capital or other
forms of restructuring;
(IV)Contain a disclosure of the nature and
extent of the material interests, if any,
of any director, supervisor, general
manager and other senior officer in the
matters to be discussed, and difference
in the effect which the matters to be
discussed will have on them in their
capacity as shareholders in so far as it
is different from the effect on the
interests of shareholders of the same
class;
(V) Contain the full text of any special
resolution proposed to be passed at the
meeting;
(VI)State the time and address for the
delivery of the proxy form used at the
meeting;
Article 16 A notice of shareholders’ general
meeting shall be made in writing and include
the following contents:
(I)
Specify the time and date, place and
duration of the meeting;
(II) State the matters and motions to be
considered at the meeting;
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.

– II-4 –

APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
(VII) Contain a conspicuous statement that
all shareholders are entitled to attend
and vote at the shareholders’ general
meeting, the shareholder shall have the
right to appoint a proxy in writing to
attend the meeting and vote on
his/her/its behalf, and that a proxy
needs not to be a shareholder of the
Company;
(VIII)Specify the record date for the
entitlement of the shareholder eligible
to attend the shareholders’ general
meeting;
(IX) State the names and telephone numbers
of the standing contact persons for the
meeting;
(X) Other content required by relevant
laws, regulations and the regulatory
authority and stock exchange where
the securities of the Company are
listed.
(III)Contain a conspicuous statement that
all shareholders are entitled to attend
and vote at the shareholders’ general
meeting,thatthe shareholder shall have
the right to appoint a proxy in writing
to attend the meeting and vote on
his/her/its behalf, and that a proxy
needs not to be a shareholder of the
Company;
(IV) Specify the record date for the
entitlement of the shareholder eligible
to attend the shareholders’ general
meeting;
(V) State the names and telephone numbers
of the standing contact persons for the
meeting;
(VI) If a shareholders’ general meeting is
held
online
or
otherwise,
the
designated time and procedure for
voting online or through other means
shall be expressly stated in the notice
of such meeting;
(VII) Other content required by laws,
regulations, regulatory provisions,
self-disciplinary rules and other
relevant provisions.
Article 56 of the Guidelines for Articles of
Association of Listed Companies:
A notice of shareholders’ general meeting
shall include the following contents:
……
(VI) The designated time and procedure for
voting online or through other means.
……

– II-5 –

APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 17Unless otherwise specified in the
Articles of Association, the notice of the
shareholders’ general meeting shall be
delivered to the shareholders (regardless of
whether they are entitled to vote at the
general meeting), by personal delivery or
by prepaid mail to their address as shown
in the register of shareholders. For the
holders of domestic shares, notice of the
meeting may also be given by way of
public announcement.
The public announcement referred to in
the
preceding
paragraph
shall
be
published in one or more newspapers
designated by the securities regulatory
authorities under the State Council twenty
(20) clear Hong Kong business days prior
to the convening of an annual general
meeting (including class meetings) and ten
(10) clear Hong Kong business days or
fifteen (15) days prior to the convening of
an
extraordinary
general
meeting
(including class meetings), respectively,
whichever is earlier. After the publication
of such announcement, all holders of
domestic shares shall be deemed to have
received the notice of the relevant
shareholders’ general meeting.
Article 17 The notice of the shareholders’
general meeting shall be delivered to the
shareholders (regardless of whether they are
entitled to vote at the general meeting)in the
manner specified in the Articles of
Association or by other means permitted by
the stock exchange where the securities of
the Company are listed.
Adjusted the wording.
The deleted clauses were incorporated in
accordance with the Mandatory Provisions
(which have been abolished) or are no longer
applicable.

– II-6 –

APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
The notification, materials or written
announcement of the shareholders’ general
meeting should be delivered to the
shareholders of overseas-listed foreign
shares in any of the following manners,
within the time limit prescribed in the
previous clause:
(I) Such
notification,
material
or
announcement should be delivered to
every shareholder of overseas-listed
foreign shares by person or by mail to
the
registered
address
of
the
shareholders, and the notification to
holders of H shares should be posted
in Hong Kong whenever possible;
(II) Publish the announcement on the
designated website of the securities
regulatory authority or stock exchange
of the place where the securities of the
Company are listed in accordance with
applicable
laws,
administrative
regulations and listing rules of the
place where the securities of the
Company are listed;
(III)Other manners required by the stock
exchange and the listing rules where
the securities of the Company are
listed.

– II-7 –

APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 20 Where the election of directors
and supervisors are scheduled to be
considered at the shareholders’ general
meeting, the notice of the shareholders’
general meeting should sufficiently disclose
the detailed information about the director
and supervisor candidate(s), including at
least the following:
(I)
Personal
information
including
educational background, working
experience and part-time employments;
(II) Interested relationship, if any, with the
Company,
or
its
controlling
shareholders and actual controller;
(III)The number of shares in the Company
held;
(IV)Penalties, if any, by the CSRC and other
relevant authorities and any warning
from the stock exchange;
(V) Other disclosable information as
required by the Hong Kong Listing
Rules.
Except the election of directors and
supervisors by means of cumulative voting,
election of every director and supervisor
candidate shall be conducted by separate
resolution.
Article 20 Where the election of directors and
supervisors are scheduled to be considered
at the shareholders’ general meeting, the
notice of the shareholders’ general meeting
should sufficiently disclose the detailed
information
about
the
director
and
supervisor candidate(s), including at least
the following:
(I)
Personal
information
including
educational background, working
experience and part-time employments;
(II) Interested relationship, if any, withthe
directors, supervisors, senior officers,
actual controllers and shareholders
holding 5% or above of the shares of
the Company;
(III) Circumstances, if any, prohibiting the
person from serving as a director or
supervisor of a listed securities
company;
(IV) The number of shares in the Company
held;
(V) Penalties, if any, by the CSRC and other
relevant authorities and any warning
from the stock exchange;
(VI) Other
disclosable
information
as
required
by
laws,
regulations,
regulatory provisions, self-disciplinary
rules and other relevant provisions.
Except
the
election
of
directors
and
supervisors by means of cumulative voting,
election of every director and supervisor
candidate shall be conducted by separate
resolution.
Article 3.2.4 of the Shanghai Stock Exchange
Self-regulatory
Guidelines
for
Listed
Companies No. 1 – Standardized Operation:
A listed company should disclose brief
information about the candidate(s) for
directors, supervisors and senior officers,
mainly including:
(I)
Personal
information
including
educational
background,
working
experience and part-time employments;
(II) Interested relationship, if any, with the
directors, supervisors, senior officers,
actual controllers and shareholders
holding 5% or above of the sharesof the
company;
……
(III) Circumstances, if any, listed in Article
3.2.2 of these Guidelines;
……

– II-8 –

APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS OF THE COMPANY

Serial number and Serial number and content of original articles content of new articles Reasons for amendments Article 23 A shareholders’ general meeting Article 23 A shareholders’ general meeting Rule 20 of the Rules for General Meetings of of the Company shall be convened at the of the Company shall be convened at the Listed Companies: domicile of the Company or other place domicile of the Company or other place determined by the Board of Directors of the determined by the Board of Directors of the The company shall hold a shareholders’ Company in accordance with laws, Company in accordance with laws, general meeting at the domicile of the regulations, rules, normative documents regulations, regulatory provisions, company or at the place specified in the and the Articles of Association. self-disciplinary rules and the Articles of Articles of Association. Association. A shareholders’ general meeting shall have a A shareholders’ general meeting shall have A shareholders’ general meeting shall have designated venue and be held in the form of a designated venue and be held in the form a designated venue and be held in the form an on-site meeting. In accordance with the of an on-site meeting or other forms of an on-site meeting or other forms requirements of laws, administrative permitted by regulatory authorities. In permitted by regulatory authorities. In regulations, the CSRC or the Articles of accordance with relevant regulatory accordance with the requirements of laws, Association, safe, economical and requirements, the Company shall provide regulations, regulatory provisions, convenient internet or other means should internet or other means to facilitate self-disciplinary rules and the Articles of be used to facilitate shareholders’ shareholders’ participation in the Association, safe, economical and participation in the shareholders’ general shareholders’ general meeting. convenient internet or other means should meeting. Shareholders who participate in the Shareholders who participate in the be used to facilitate shareholders’ shareholders’ general meeting through the shareholders’ general meeting through the participation in the shareholders’ general above means shall be deemed as present. above means shall be deemed as present. meeting. Shareholders who participate in the shareholders’ general meeting through Shareholders may attend and vote at the the above means shall be deemed as shareholders’ general meeting in person, or present. appoint other(s) to attend and vote on their behalf within the scope of authorization. Shareholders may attend and vote at the Shareholders may attend and vote at the shareholders’ general meeting in person, or shareholders’ general meeting in person, or appoint other(s) to attend and vote on their appoint other(s) to attend and vote on their behalf within the scope of authorization. behalf within the scope of authorization.

– II-9 –

APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 24According to relevant regulatory
requirements, if a shareholders’ general
meeting adopts the internet or other
means, the time and procedures for voting
via the internet or other means should be
specifically stated in the notice of the
shareholders’ general meeting.
Voting at the shareholders’ general meeting
via the internet or other means shall
commence not earlier than 3:00 p.m. on the
day prior to the on-site shareholders’
general meeting and not later than 9:30 a.m.
on the day of the on-site shareholders’
general meeting, and shall finish not earlier
than 3:00 p.m. on the day of closing of the
on-site shareholders’ general meeting.
Where the relevant regulatory authorities
provide otherwise, such provisions shall
prevail.
Article 24 Voting at the shareholders’ general
meeting via the internet or other means shall
commence not earlier than 3:00 p.m. on the
day prior to the on-site shareholders’ general
meeting and not later than 9:30 a.m. on the
day of the on-site shareholders’ general
meeting, and shall finish not earlier than 3:00
p.m. on the day of closing of the on-site
shareholders’ general meeting. Where the
relevant regulatory authoritiesand the stock
exchange
provide
otherwise,
such
provisions shall prevail.
The key clause of paragraph 1 of the original
Article has been included in new Article 16.
Rule 21 of the Rules for General Meetings of
Listed Companies: ……
Voting at the shareholders’ general meeting
via the internet or other means shall
commence not earlier than 3:00 p.m. on the
day prior to the on-site shareholders’ general
meeting and not later than 9:30 a.m. on the
day of the on-site shareholders’ general
meeting, and shall finish not earlier than 3:00
p.m. on the day of closing of the on-site
shareholders’ general meeting.
Article 26 Any shareholders entitled to
attend and vote at the shareholders’ general
meeting shall be entitled to appoint one or
more persons (a shareholder or not) as
his/her/its proxy to attend and vote on
his/her/its behalf. The proxy (proxies) so
appointed by the shareholder may exercise
the following rights pursuant to the
authorizations of that shareholder:
(I) the right to speak at a shareholders’
general meeting;
(II) the right to demand a poll by
himself/herself or jointly with others;
(III)the right to vote by a show of hands or
a poll, provided that if more than one
proxy is appointed, such proxies may
only exercise their voting rights by
poll.
Article 26 Any shareholders entitled to
attend and vote at the shareholders’ general
meeting shall be entitled to appoint one or
more persons (a shareholder or not) in
writing as his/her/its proxy to attend and
vote on his/her/its behalf.
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.

– II-10 –

APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 27 The shareholder shall appoint
proxy in writing. The proxy form shall be
signed by the shareholder or his/her/its
agent duly authorized in writing. If the
shareholder is a legal person or any other
institution, the proxy form shall be affixed
with the legal person’s seal or be signed by
a legal representative or agent duly
authorized.
Individual
shareholders
attending
a
shareholders’ general meeting in person
shall present their identity cards or other
valid proof or evidence of their identities as
well as stock account cards and, in the case
of attendance by proxies, the proxies shall
present valid proof of their identities and
the proxy forms from shareholders.
Where a shareholder is a legal entity, its
legal representative or a proxy entrusted by
such legal representative shall attend the
shareholders’ general meeting. Legal
representatives attending the shareholders’
general meeting shall present their identity
cards and valid proof of their capacities as
legal representatives and, in the case of
attendance by proxies of such legal
representatives, such proxies shall present
their identity cards and the letters of
attorney duly issued by such legal
representatives.
Article 27 Individual shareholders attending
a shareholders’ general meeting in person
shall present their identity cards or other
valid proof or evidence of their identities as
well as stock account cards and, in the case of
attendance by proxies, the proxies shall
present valid proof of their identities and the
proxy forms from shareholders.
Where a shareholder is a legal entity, its legal
representative or a proxy entrusted by such
legal representative shall attend the
shareholders’ general meeting(and shall be
treated as being present in person). Legal
representatives attending the shareholders’
general meeting shall present their identity
cards and valid proof of their capacities as
legal representatives and, in the case of
attendance by proxies of such legal
representatives, such proxies shall present
their identity cards and the letters of
attorney
duly
issued
by
such
legal
representatives.
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.
Paragraph 18 of Appendix 3 of the Hong Kong
Listing Rules:
That every member shall be entitled to
appoint a proxy who needs not necessarily be
a member of the issuer and that every
shareholder being a corporation shall be
entitled to appoint a representative to attend
and vote at any general meeting of the issuer
and, where a corporation is so represented,it
shall be treated as being present at any
meeting in person. A corporation may
execute a form of proxy under the hand of a
duly authorised officer.

– II-11 –

APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
If the shareholder is a recognized clearing
house as defined under relevant laws and
regulations (the “recognized clearing
house”) of the place(s) where the securities
of the Company are listed or its agent, such a
shareholder is entitled to appoint one or
more persons it deems suitable to act as its
proxy in the shareholders’ general meeting
or shareholders’ class meeting. If two or
more persons are appointed as proxies, the
power of attorney shall clearly state the
number and the class of shares represented
by each of the proxies. The power of
attorney shall be signed by the respective
proxies appointed by the recognized
clearing house. The proxies so appointed
may represent the recognized clearing house
(or its agent) in exercising its rights at any
meeting (without being required to present
share certificate, certified proxy form
and/or
further
evidence
of
due
authorization) as if that proxy is an
individual shareholder of the Company.
If the shareholder is a recognized clearing
house of the place(s) where the securities of
the Company are listed or its agent, such a
shareholder is entitled to appoint one or
more persons it deems suitable to act as its
proxy in the shareholders’ general meeting.
If two or more persons are appointed as
proxies, the power of attorney shall clearly
state the number and the class of shares
represented by each of the proxies. The
power of attorney shall be signed by the
respective
proxies
appointed
by
the
recognized clearing house. The proxies so
appointed may represent the recognized
clearing house (or its agent) in exercising its
rights (including the rights to speak and
vote) at any meeting (without being required
to present share certificate, certified proxy
form and/or further evidence of due
authorization) as if that proxy is an
individual shareholder of the Company.
The relevant requirement for shareholders’
class meeting was incorporated in accordance
with the Mandatory Provisions, which have
been abolished.
Paragraph 19 of Appendix 3 of the Hong Kong
Listing Rules:
That HKSCC must be entitled to appoint
proxies or corporate representatives to attend
the issuer’s general meetings and creditors
meetings and those proxies or corporate
representatives must enjoy rights equivalent
to the rights of other shareholders,including
the right to speak and vote.

– II-12 –

APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 30 The proxy form shall be
deposited at the domicile of the Company
or such other place specified in the notice
of the meeting not less than twenty-four
(24) hours prior to the time appointed for
the holding of the meeting to discuss the
relevant matters to be voted on as
authorized
in
the
proxy
form
or
twenty-four (24) hours prior to the time
appointed for voting.Where the proxy form
is signed by a person authorized by the
principal, the power of attorney or other
authorization
instruments
shall
be
notarized. The notarized power of attorney
or other authorization instruments, together
with the proxy form, shall be lodged at the
domicile of the Company or such other place
specified in the notice of the meeting.
In the case that the principal is a legal
person, its legal representative or any
person authorized by resolution of the
Board of Directors or other decision-making
body shall attend the shareholders’ general
meeting as a representative.
Article 30 Where the proxy form is signed by
a person authorized by the principal, the
power of attorney or other authorization
instruments
shall
be
notarized.
The
notarized power of attorney or other
authorization instruments, together with the
proxy form, shall be lodged at the domicile
of the Company or such other place specified
in the notice of the meeting.
In the case that the principal is a legal
person, its legal representative or any person
authorized by resolution of the Board of
Directors or other decision-making body
shall attend the shareholders’ general
meeting as a representative.
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.
Adjusted the wording (in the Chinese version
only).

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COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 31 Any instrument issued to a
shareholder by the Board of Directors for
use in appointing a proxy of shareholder
shall be in such format as to enable the
shareholder to instruct the proxy to vote in
favor of or against or abstain from voting
on the motions according to his free will,
and instructions shall be given in respect
of each individual matter to be voted on at
the meeting. The proxy form shall contain a
statement
that
in
the
absence
of
instructions by the shareholder the proxy
may vote as he thinks fit.
Article 32 A vote given in accordance with
the terms of a proxy form shall be valid,
notwithstanding the death or loss of
capacity of the appointer or revocation of
the proxy or the authority under which the
proxy was executed, or the transfer of the
shares in respect of which the proxy is
given, provided that the Company does not
receive any written notice in respect of any
such matters prior to the commencement of
the meeting at which the proxy is used.
Deleted
The original clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.
Article 33 The convener and the legal
counsel appointed by the Company shall
examine the legality of the shareholders’
qualifications according to the register of
shareholders or other effective documents
provided by the securities registration and
clearing organizations. The name (or
designation) of each of the shareholders and
the number of shares with voting rights held
by each shareholder shall be registered. The
registration at the meeting shall end before
the chairman of the meeting announces the
number of shareholders and proxies
attending the meeting and the total number
of the shares held with voting rights.
Article31The convener and the legal counsel
appointed by the Company shall examine the
legality of the shareholders’ qualifications
according to the register of shareholdersand
other effective documents provided by the
securities
registration
and
clearing
organizations. The name (or designation) of
each of the shareholders and the number of
shares with voting rights held by each
shareholder shall be registered. The
registration at the meeting shall end before
the chairman of the meeting announces the
number of shareholders and proxies
attending the meeting and the total number
of the shares held with voting rights.
Amended according to the actual situation.

– II-14 –

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COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 35 The chairman of the Board shall
preside over and act as chairman of the
shareholders’ general meeting convened by
the Board. If the chairman of the Board is
unable or fails to perform such duties, a
director elected jointly bymore than halfof
the directors shall preside over and act as
the chairman of the meeting. If the Board of
Directors is unable or fails to perform the
duties of convening a shareholders’ general
meeting, the Board of Supervisors shall in
due course convene and preside over the
meeting. If the Board of Supervisors fails to
convene and preside over a shareholders’
general meeting, shareholders severally or
jointly holding 10% or above shares of the
Company
for
more
than
ninety(90)
consecutive days shall have the right to
convene and preside over the meeting.
Where the shareholders fail to elect a
chairman of the shareholders’ general
meeting for whatsoever reasons, the
shareholder (including the proxy) present
who holds the largest number of voting
shares may act as the chairman and preside
over the meeting.
……
Article 33 The chairman of the Board shall
preside over and act as chairman of the
shareholders’ general meeting convened by
the Board. If the chairman of the Board is
unable or fails to perform such duties, a
director elected jointly byhalf or moreof the
directors shall preside over and act as the
chairman of the meeting. If the Board of
Directors is unable or fails to perform the
duties of convening a shareholders’ general
meeting, the Board of Supervisors shall in
due course convene and preside over the
meeting. If the Board of Supervisors fails to
convene and preside over a shareholders’
general meeting, shareholders severally or
jointly holding 10% or above shares of the
Company
for
ninety
(90)
or
more
consecutive days shall have the right to
convene and preside over the meeting.
……
The deleted clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 36 The shareholders’ general
meeting shall be conducted and the agenda
of the meeting shall be arranged according
to the following sequence of procedures:
……
(VIII) Lawyers, shareholder representatives,
supervisor
representatives
and
scrutineers specified by the stock
exchange where the securities of the
Company are listed shall jointly collect
the votes and scrutinize the votes;
……
Article34The shareholders’ general meeting
shall be conducted and the agenda of the
meeting shall be arranged according to the
following sequence of procedures:
……
(VIII) Lawyers, shareholder representatives,
supervisor representatives and other
scrutineers specified by the stock
exchange where the securities of the
Company are listed shall jointly collect
the votes and scrutinize the votes;
……
Adjusted the wording.
Article 38 The directors, supervisors and
senior officers shall provide explanations
and clarifications to shareholders’ inquiries
at the shareholders’ general meeting.
Article 36 The directors, supervisors and
senior officers shall provide explanations
and clarifications to shareholders’ inquiries
and suggestionsat the shareholders’ general
meeting.
Adjusted the wording.

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APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 40 Shareholders (including proxies)
shall exercise voting rights based on the
number of shares with voting rights held by
them, and each share shall have one vote.
Where material matters affecting the
interests of small and medium investors are
being considered in the shareholders’
general meeting, the votes by small and
medium
investors
shall
be
counted
separately. The separate counting results
shall be promptly disclosed.
No voting rights shall attach to the shares
held by the Company, and such shares shall
not be counted in the total number of voting
shares present at the shareholders’ general
meeting.
Article 38 Shareholders (including proxies)
shall exercise voting rights based on the
number of shares with voting rights held by
them, and each share shall have one vote.
Article 39 Where a shareholder has a
connected relationship to a matter to be
considered at a shareholders’ general
meeting,
he/she
shall
recuse
himself/herself from voting, and the voting
shares held by him/her shall not be counted
in the total number of voting shares present
at the shareholders’ general meeting.
Where material matters affecting the
interests of small and medium investors are
being considered in the shareholders’
general meeting, the votes by small and
medium
investors
shall
be
counted
separately. The separate counting results
shall be promptly disclosed.
No voting rights shall attach to the shares
held by the Company, and such shares shall
not be counted in the total number of voting
shares present at the shareholders’ general
meeting.
If a shareholder purchases any voting
shares of the Company in violation of
paragraphs I and II of Article 63 of the
Securities Law, the voting rights of the
shares exceeding the prescribed percentage
shall not be exercisable within thirty-six
(36) months after the purchase, and such
shares shall not be counted in the total
number of voting shares present at the
shareholders’ general meeting.
Rule 31 of the Rules for General Meetings of
Listed Companies:
Where a shareholder has a connected
relationship to a matter to be considered at a
shareholders’ general meeting, he/she shall
recuse himself/herself from voting, and the
voting shares held by him/her shall not be
counted in the total number of voting shares
present at the shareholders’ general meeting.
Where material matters affecting the interests
of small and medium investors are being
considered in the shareholders’ general
meeting, the votes by small and medium
investors shall be counted separately. The
separate counting results shall be promptly
disclosed.
No voting rights shall attach to the shares
held by the company, and such shares shall
not be counted in the total number of voting
shares present at the shareholders’ general
meeting.
If a shareholder purchases any voting shares
of the company in violation of paragraphs I
and II of Article 63 of the Securities Law, the
voting rights of the shares exceeding the
prescribed
percentage
shall
not
be
exercisable within thirty-six (36) months
after the purchase, and such shares shall not
be counted in the total number of voting
shares present at the shareholders’ general
meeting.

– II-17 –

APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
The Board of Directors, independent
directors and shareholders who meet the
relevant requirements may publicly solicit
voting rights from shareholders.
Information including the specific voting
preference shall be fully disclosed to the
shareholders for whom voting rights are
being solicited. Consideration or de facto
consideration for soliciting shareholders’
voting rights is prohibited. The Company
shall
not
impose
any
minimum
shareholding limitation for soliciting voting
rights.
Article 41 Where a shareholder has a
connected relationship to a matter to be
considered at a shareholders’ general
meeting,
he/she
shall
recuse
himself/herself from voting, and the voting
shares held by him/her shall not be
counted in the total number of voting
shares present at the shareholders’ general
meeting.
The Board of Directors, independent
directors and shareholders holding 1% or
more
of
voting
shares,
or
investor
protection
institutions
established
according
to
the
laws,
regulations,
regulatory provisions and self-disciplinary
rulesmay publicly solicit voting rights from
shareholders.
Information including the specific voting
preference shall be fully disclosed to the
shareholders for whom voting rights are
being solicited. Consideration or de facto
consideration for soliciting shareholders’
voting rights is prohibited. Except for
statutory requirements, the Company shall
not impose any minimum shareholding
limitation for soliciting voting rights.
The board of directors, independent directors
and shareholders holding 1% or more of
voting shares, or investor protection
institutions established according to the
laws, administrative regulations or rules of
the CSRC may publicly solicit voting rights
from shareholders.
Information including the specific voting
preference shall be fully disclosed to the
shareholders for whom voting rights are
being solicited. Consideration or de facto
consideration for soliciting shareholders’
voting rights is prohibited. Except for
statutory requirements, the company shall
not impose any minimum shareholding
limitation for soliciting voting rights.
Original Article 41 has been moved to the first
paragraph of new Article 39.

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APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 42 When taking a poll in respect of
the election of directors or supervisors at the
shareholders’
general
meeting,
the
cumulative voting system shall be adopted
according to the provisions of the Articles of
Association,the resolutions of shareholders’
general meetings or the applicable listing
rules of the place where the securities of
the Company are listed.
……
Article 40 When taking a poll in respect of
the election of directors or supervisors at the
shareholders’
general
meeting,
the
cumulative voting system shall be adopted
according to the provisions of the Articles of
Association
or
the
resolutions
of
shareholders’
general
meetings.
The
election of directors or supervisors shall
implement the cumulative voting system
when a single shareholder of the Company
and parties acting in concert with it are
interested in 30% or above of shares, or
when shareholder(s) individually or jointly
with related parties hold(s) 50% or above of
the equity interests of the Company. The
election of two or more independent
directors shall implement the cumulative
voting system.
……
Rule 32 of the Rules for General Meetings of
Listed Companies:
When taking a poll in respect of the election of
directors or supervisors at the shareholders’
general meeting, the cumulative voting
system shall be adopted according to the
provisions of the articles of association or the
resolutions of shareholders’ general meetings.
The election of directors or supervisors shall
implement the cumulative voting system
when a single shareholder and parties acting
in concert with it are interested in 30% or
above of shares.
Rule 17 of the Rules for Governance of
Securities Companies:
……
The election of directors or supervisors shall
implement the cumulative voting system
when shareholder(s) individually or jointly
with related parties hold(s) 50% or above of
the equity interests of the securities
company, except where the securities
company is a one-person company. ……
Article
12
of
the
Measures
for
the
Administration of Independent Directors of
Listed Companies:
The election of two or more independent
directors at a shareholders’ general meeting
of a listed company shall implement the
cumulative voting system. ……

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APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 47 Shareholders present at the
shareholders’ general meeting shall give one
of the following comments to the proposals
put forward for voting: for, against or
abstention.
……
Article 45 Shareholders present at the
shareholders’ general meeting shall give one
of the following comments to the proposals
put forward for voting: for, against or
abstention, unless securities registration
and settlement institutions, as the nominal
holders of shares that can be traded through
mutual stock market access between the
Mainland
and
Hong
Kong,
make
declarations according to the intention of
actual holders.
……
Rule 36 of the Rules for General Meetings of
Listed Companies:
Shareholders present at the shareholders’
general meeting shall give one of the
following comments to the proposals put
forward for voting: for, against or abstention,
unless securities registration and settlement
institutions, as the nominal holders of
shares that can be traded through mutual
stock market access between the Mainland
and
Hong
Kong,
make
declarations
according to the intention of actual holders.
……
Article48Before a resolution is voted on at a
shareholders’
general
meeting,
two
shareholder representatives shall be elected
as vote counters and scrutinizers. Any
shareholder who is interested in the matter
under consideration and proxies of such
shareholder shall not participate in vote
counting or scrutinizing.
When the shareholders’ general meeting
votes
on
the
resolution,
lawyers,
shareholder representatives, supervisor
representatives and scrutineers specified by
the stock exchange where the securities of
the Company are listed shall jointly count
and scrutinize the votes.
……
Article46Before a resolution is voted on at a
shareholders’
general
meeting,
two
shareholder representatives shall be elected
as vote counters and scrutinizers. Any
shareholder who is interested in the matter
under consideration and proxies of such
shareholder shall not participate in vote
counting or scrutinizing.
When the shareholders’ general meeting
votes on the resolution, lawyers, shareholder
representatives, supervisor representatives
and other scrutineers specified by the stock
exchange where the securities of the
Company are listed shall jointly count and
scrutinize the votes.
……
Adjusted the wording.

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APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 51 Any shareholder is entitled to
look up copies of the minutes free of
charge during office hours of the Company.
Upon the request of any shareholder for a
copy of the minutes of the meeting, the
Company shall send out the copy of the
minutes within seven (7) days after
receiving a reasonable payment.
Deleted
The original clauses were incorporated in
accordance with the Mandatory Provisions,
which have been abolished.
Article 53 Minutes of the shareholders’
general meeting shall be taken by the
secretary to the Board. The minutes shall
include the following:
……
The directors, the secretary to the Board, the
convener or representative thereof, and the
chairman of the meeting shall sign on the
minutes of the meeting, and ensure that the
contents of the minutes are true, accurate
and complete. The minutes of meeting shall
be kept together with the attendance record
of the attending shareholders, the power of
attorney of the proxies and the valid
information of online voting and other
means of voting for at least fifteen (15)
years.
Article 50 Minutes of the shareholders’
general meeting shall be taken by the
secretary to the Board. The minutes shall
include the following:
……
The directors,the supervisors,the secretary
to the Board, the convener or representative
thereof, and the chairman of the meeting
shall sign on the minutes of the meeting, and
ensure that the contents of the minutes are
true, accurate and complete. The minutes of
meeting shall be kept together with the
attendance
record
of
the
attending
shareholders, the power of attorney of the
proxies and the valid information of online
voting and other means of voting fornot less
than ten (10)years.
Rule 41 of the Rules for General Meetings of
Listed Companies:
Minutes of the shareholders’ general meeting
shall be taken by the secretary to the board.
The minutes shall include the following:
……
The directors, the supervisors, the secretary
to the board, the convener or representative
thereof, and the chairman of the meeting shall
sign on the minutes of the meeting, and
ensure that the contents of the minutes are
true, accurate and complete. The minutes of
meeting shall be kept together with the
attendance
record
of
the
attending
shareholders, the power of attorney of the
proxies and the valid information of online
voting and other means of voting fornot less
than ten (10) years.
CHAPTER V SPECIAL PROCEDURES
FOR
VOTING
BY
CLASSES
OF
SHAREHOLDERS
Article 58 to Article 64
Deleted
The relevant provisions on class shareholders
were incorporated in accordance with the
Mandatory Provisions, which have been
abolished.

– II-21 –

APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
CHAPTER
VI
NOTICES
AND
ANNOUNCEMENTS
Article 65 to Article 68
Deleted
The relevant clauses have been incorporated
in the Articles of Association. As these Rules
have been attached as an appendix to the
Articles of Association, such clauses need not
be repeated herein.
Article 69 Any matters not covered herein
shall be governed by the Articles of
Association, relevant laws, administrative
regulations
and
other
normative
documents. The relevant laws, regulations,
rules, normative documents and the
Articles of Association shall prevail if they
are in conflict with these rules.
Article 55 Any matters not covered herein
shall be governed by the relevant laws,
regulations,
regulatory
provisions,
self-disciplinary rules and the Articles of
Association. The relevant laws, regulations,
regulatory provisions, self-disciplinary
rules and the Articles of Association shall
prevail if they are in conflict with these rules
in terms of mandatory provisions.
Adjusted the wording.
Article 70 The terms “no less than” and
“within” used herein shall include the given
figure whilst the terms “over”,“below”and
“more than”shall exclude the given figure.
Article60The terms “or more/or above” and
“within” used herein shall include the given
figure whilst the terms “over” and “below”
shall exclude the given figure.
Adjusted the wording.
Article72These Rules are formulated by the
Board of Directors of the Company and shall
become effective upon consideration and
approval at the shareholders’ general
meeting.
Article62These Rules are formulated by the
Board of Directors of the Company and shall
become effective upon consideration and
approval at the shareholders’ general
meeting. From the effective date of these
Rules, the existing Rules of Procedure for
General Meetings of China Merchants
Securities Co., Ltd. that were considered
and approved at the 2019 annual general
meeting of the Company held on May 19,
2020 shall be abolished accordingly.
Added description on the abolition of the
existing rules.

In addition to the amendments listed in the table above, the proposed amendments to the Rules of Procedure for General Meetings also include adjustments of expressions based on the newly-added definition of “laws, regulations, regulatory provisions, self-disciplinary rules and other relevant provisions” to maintain consistency therein. There are also a few adjustments of punctuation marks.

Upon the above-mentioned proposed amendments to the Rules of Procedure for General Meetings, the relevant article numbers shall be adjusted accordingly. Except for the above-mentioned articles, other articles in the original Rules of Procedure for General Meetings shall remain unchanged. In the event of any inconsistency between the Chinese version and the English version, the Chinese version shall prevail.

– II-22 –

APPENDIX III

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 1 Objectives
These Rules are formulated in accordance
with the Company Law of the People’s
Republic of China, Securities Law of the
People’s Republic of China, Code of
Corporate
Governance
for
Listed
Companies, Rules for Governance of
Securities Companies, Rules Governing the
Listing of Securities on The Stock Exchange
of Hong Kong Limited, the Articles of
Association of China Merchants Securities
Co., Ltd. (the “Articles of Association”) and
other relevant provisions, for the purpose of
further standardizing the operations and
decision-making procedures of the Board of
Directors of the Company, enabling the
directors and the Board of Directors to
effectively perform their duties, and
improving the standardized operation and
scientific decision-making of the Board of
Directors.
Article 1 Objectives
These Rules are formulated in accordance
with the Company Law of the People’s
Republic of China, Securities Law of the
People’s Republic of China, Code of
Corporate
Governance
for
Listed
Companies, Rules for Governance of
Securities Companies, Rules Governing the
Listing of Securities on The Stock Exchange
of Hong Kong Limited, the Articles of
Association of China Merchants Securities
Co., Ltd. (the “Articles of Association”) and
other relevant provisions, for the purpose of
further standardizing the operations and
decision-making procedures of the Board of
Directors of the Company, enabling the
directors and the Board of Directors to
effectively perform their duties, and
improving the standardized operation and
scientific decision-making of the Board of
Directors.
Adjusted the punctuation marks and wording
(in the Chinese version only).
Article 3RegularMeetings
Board meetings include regular meetings
and extraordinary meetings.
The Board of Directors shall hold at least
four (4) regular meetings each year which
shall be convened and presided over by the
chairman of the Board, and shall notify all
directors and supervisors in writing at least
fourteen (14) days before the meeting.
Regular meetings may not be convened by
way of circulation of written proposal(s).
Article 3Form ofMeetings
Board meetings include regular meetings
and extraordinary meetings.
The Board of Directors shall hold at least
four (4) regular meetings each year which
shall be convened and presided over by the
chairman of the Board, and shall notify all
directors and supervisors in writing at least
fourteen (14) days before the meeting.
Regular meetings may not be convened by
way of circulation of written proposal(s).
Adjusted the wording.

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content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 5 Extraordinary Meetings
The Board of Directors shall convene an
extraordinary meeting in one of the
following situations when it is:
……
(II) Jointlyproposed by one-third or above
of the directors;
……
(V) Jointly proposed by half or above of
the independent directors;
……
Article
5
Circumstances
in
which
Extraordinary MeetingsShall be Convened
The Board of Directors shall convene an
extraordinary meeting in one of the
following situations when it is:
……
(II) Proposed by one-third or above of the
directors;
……
(V) Proposed by more than half of the
independent directors;
……
Adjusted the wording.
Article 115 of the Guidelines for Articles of
Association:
Shareholders
representing
more
than
one-tenth of the voting rights, one-third or
aboveof members of the board of directors or
the board of supervisors may propose to
convene an extraordinary board meeting. The
chairman of the board shall convene and
preside over an extraordinary board meeting
within ten (10) days after receiving such
proposal.
Article
18
of
the
Measures
for
the
Administration of Independent Directors of
Listed Companies:
Independent directors shall exercise the
following special functions and powers:
……
(III) To propose to convene a board meeting;
……
Independent director(s) shall obtain the
consent ofmore than halfof all independent
directors before exercising the functions and
powers listed in Items (I) to (III) of the
preceding paragraph.
……

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APPENDIX III

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS OF THE COMPANY

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content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 7 Convening and Presiding over
Meetings
The chairman of the Board shall convene
and preside over Board meetings; and when
the chairman of the Board is unable or fails
to perform such duties, a director elected
jointly by more than half of the directors
shall fulfill the duties.
Article 7 Convening and Presiding over
Meetings
The chairman of the Board shall convene and
preside over Board meetings; and when the
chairman of the Board is unable or fails to
perform such duties or is vacant, a director
elected jointly by half or more of the
directors shall fulfill the duties.
Amended to maintain consistency with the
Articles of Association.
Article 8 Notices on the Meeting
To hold a regular or extraordinary meeting
of the Board of Directors, the Office shall,
fourteen (14) or three (3) days (or other time
agreed in respect of extraordinary meeting)
in advance respectively, submit a written
notice on the meeting with the seal of the
Company to all the directors, supervisors,
general managers, the secretary to the Board
and Chief Compliance Officer by personal
delivery, mail, fax, e-mail or any other
means, and, in the case of non-personal
delivery, shall make affirmation by phone
calls and make the corresponding records.
……
Article 8 Notices on the Meeting
To hold a regular or extraordinary meeting of
the Board of Directors, the Office shall, at
least fourteen (14) or three (3) days in
advance respectively, submit a written notice
on the meeting to all the directors,
supervisors, general managers, the secretary
to the Board and Chief Compliance Officer
by personal delivery, mail, fax, e-mail or any
other means, and, in the case of non-personal
delivery, shall make affirmation by phone
calls and make the corresponding records.
……
There are no such requirements in external
regulations, and amendments were made
according to the actual situation.

– III-3 –

APPENDIX III

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 9 Contents of Notice of Meeting
A written notice of meeting shall include at
least the following details:
(I)
Time and place of the meeting;
(II) Form of the meeting;
(III)Matters (proposals) to be considered;
(IV)The convener and chairman of meeting,
the
proposer
(in
the
case
of
extraordinary meeting) and the written
proposal(s);
(V) Meeting materials necessary for
directors’ voting;
(VI) The requirement that directors should
attend the meeting in person or may
appoint other directors to attend the
meeting on their behalf;
(VII)Contact
person(s)
and
contact
information.
An oral notice of a meeting shall include at
least the information set out in Items (I)and
(II)above, as well as the explanations for the
urgency to convene an extraordinary Board
meeting as soon as possible.
Article 9 Contents of Notice of Meeting
A written notice of meeting shall include at
least the following details:
(I)
Time and place of the meeting;
(II) Form of the meeting;
(III) Duration of the meeting;
(IV) Reasons and subject matters;
(V) The convener and chairman of meeting,
the
proposer
(in
the
case
of
extraordinary meeting) and the written
proposal(s);
(VI) The requirement that directors should
attend the meeting in person or may
appoint other directors to attend the
meeting on their behalf;
(VII) Contact
person(s)
and
contact
information;
(VIII) Date of issuing the notice.
An oral notice of a meeting shall include at
least the information set out in Items (I) to
(IV) above, as well as the explanations for
the urgency to convene an extraordinary
Board meeting as soon as possible.
Supplemented according to the Articles of
Association.
Meeting
materials
shall
be
provided
separately and shall not be included in the
notice of meeting.
Supplemented according to the Articles of
Association.

– III-4 –

APPENDIX III

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 10 Change of Notice of Meeting
If, after the written notice of a regular Board
meeting is sent, it is necessary to change the
time, place or other details of the meeting or
add, change or cancel proposals to the
meeting, a written notice of such change
shall be sent three (3) days before the
original designated date for convening the
meeting, to explain the situation and
provide relevant materials and documents
related to the new proposals. Where the
notice of such change is sent in less than
three (3) days in advance, the meeting shall
be postponed accordingly or convened as
scheduled upon approval by all the
attending directors.
……
Article 10 Change of Notice of Meeting
If, after the written notice of a regular Board
meeting is sent, it is necessary to change the
time, place or other details of the meeting or
add, change or cancel proposals to the
meeting, a written notice of such change
shall be sent not later than three (3) days
before the original designated date for
convening the meeting, to explain the
situation and provide relevant materials and
documents related to the new proposals.
Where the notice of such change is sent in
less than three (3) days in advance, the
meeting shall be postponed accordingly or
convened as scheduled upon approval by all
the attending directors.
……
Adjusted the wording.
Article 11 Convening of Meeting
A Board meeting shall be attended by more
than half of the directors. Where any
relevant director refuses or fails to attend
the meeting so that the number of
attendants falls short of the quorum
required for convening the meeting, the
chairman and the secretary to the Board
shall promptly report to the regulatory
authority.
……
Article 11 Convening of Meeting
A Board meeting shall be attended by more
than half of the directors.
……
The original clauses were incorporated in
accordance with the Model Rules of
Procedure for the Board of Directors of
Companies Listed on the Shanghai Stock
Exchange, which have been abolished.

– III-5 –

APPENDIX III

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 12 Attendance in Person or by Proxy
In principle, the directors shall attend Board
meetings in person. Where a director is
unable to attend a meeting for any reason,
he/she shall peruse the meeting materials in
advance, form definite opinions, and
appoint another director in writing to attend
the meeting on his/her behalf.
The power of attorney shall specify the
followings:
……
(III) The scope of authorization given by the
appointer and instructions on the
intention to vote on the resolution(s);
……
The director so appointed shall submit the
power of attorney in writing to the
chairman of the meeting, and state his/her
proxy attendance in the attendance book.
Article 12 Attendance in Person or by Proxy
In principle, the directors shall attend Board
meetings in person. Where a director is
unable to attend a meeting for any reason,
he/she shall peruse the meeting materials in
advance, form definite opinions, and
appoint another director in writing to attend
the meeting on his/her behalf.
The power of attorney shall specify the
followings:
……
(III) The scope and period of authorization
given by the appointer and instructions
on the intention to vote on the
resolution(s);
……
Article 121 of the Guidelines for Articles of
Association of Listed Companies:
The directors shall attend board meetings in
person. Where a director is unable to attend a
meeting for any reason, he/she may appoint
another director in writing to attend the
meeting on his/her behalf. The power of
attorney shall state the name of the proxy and
the matters, scope and validity period of
authorization, and shall be signed or sealed
by the appointer. A director attending a
meeting on behalf of another director shall
exercise the rights of the appointing director
within the scope of authorization. If a director
fails to attend a board meeting in person or by
proxy, he/she shall be deemed to have given
up his/her right to vote at the meeting.
Deleted according to the actual situation.
Article 15 Form of Convening of Meetings
The Board meeting shall be held on-site or
by way of video or telephone unless such
means are impossible due to emergency,
force majeure and other special reasons.
As long as directors can fully express their
opinions, …… when necessary, ……
Article 15 Form of Convening of Meetings
The Board meeting shall be held on-site or by
way of video or telephone unless such means
are impossible due to emergency, force
majeure and other special reasons. The
meeting shall be primarily held on-site.As
long as all directors present at the meeting
can fully communicate and express their
opinions, the meeting may be held by way
of video, telephone or other means in
accordance with the procedures when
necessary.
……
Article 2.2.2 of the Shanghai Stock Exchange
Self-regulatory
Guidelines
for
Listed
Companies No. 1 – Standardized Operation
(the
“Guidelines
for
Standardized
Operation”):
……
Meetings of the board of directors and its
special committees shall be primarily held
on-site. As long as all directors present at the
meeting can fully communicate and express
their opinions, the meeting may be held by
way of video, telephone or other means in
accordance with the procedures when
necessary.

– III-6 –

APPENDIX III

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 16 Consideration Procedures of
Meetings
The presider of Board meetings shall ask the
attending directors to provide definite
opinions on respective proposals.
For any proposal that require prior
acknowledgements
by
independent
directors, the presider shall, before
discussing the relevant proposal, appoint
one independent director to read out the
written acknowledgements of independent
directors.
……
Article 16 Consideration Procedures of
Meetings
The presider of Board meetings shall ask the
attending directors to provide definite
opinions on respective proposals.
……
In the Measures for the Administration of
Independent Directors of Listed Companies,
the requirement for prior acknowledgements
by independent directors has been removed.
Special meetings of independent directors
shall be held without the need to read out the
acknowledgements.

– III-7 –

APPENDIX III COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 18 Voting at Meetings
After adequate discussion of each proposal,
the presider shall submit it to voting by the
attending directors.
Each attending director shall cast one vote
by way of voting on a site poll or on a show
of hands or by way of correspondence.
The voting option of a director may be for,
against or abstention. Each attending
director shall choose one out of the aforesaid
options. Where any director does not make
any option or makes two or more options,
the presider shall require the said director to
make an option again, otherwise the said
director shall be deemed as having
abstained from voting. Any director who has
left the meeting midway without coming
back and has not made any option shall be
deemed as having abstained from voting.
Article 18 Voting at Meetings
After adequate discussion of each proposal,
the presider shall submit it to voting by the
attending directors.
Each attending director shall cast one vote by
way of voting on a site poll or on a show of
hands or by way of correspondence. In the
case of an equality of votes, the chairman of
the Board shall have a casting vote.
The voting option of a director may be for,
against or abstention. Each attending
director shall choose one out of the aforesaid
options. Where any director does not make
any option or makes two or more options,
the presider shall require the said director to
make an option again, otherwise the said
director shall be deemed as having abstained
from voting. Any director who has left the
meeting midway without coming back and
has not made any option shall be deemed as
having abstained from voting.
Certain clause of original Article 20 has been
moved here.

– III-8 –

APPENDIX III

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 19 Counting of Voting Results
After voting of the attending directors, the
securities affairs representative and
relevant personnel from the Office shall
collect the votes of directors in a timely
manner and pass them to the secretary to
the
Board
for
counting
under
the
supervision of a supervisor or independent
director.
Where the meeting is held on-site, the
presider shall announce the results on-site.
In other circumstances, the presider shall
require the secretary to the Board to inform
the directors of the voting results within a
working day after the prescribed voting
deadline.
The votes cast by directors after the
presider announces the voting results or
after the prescribed voting deadline shall
not be counted.
Deleted
There are no such requirements in external
regulations, and deletion was made according
to the actual situation.

– III-9 –

APPENDIX III

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article20Forming of Resolutions
The Board meetings shall be held only if
more than half of the directors are present.
Unless otherwise specified in the Articles of
Association or relevant rules of the
securities regulatory authority at the place
where the securities of the Company are
listed, resolutions made by the Board of
Directors must be passed by more than half
of the directors.In the case of an equality of
votes, the chairman of the Board shall have
a casting vote.
Any resolution made by the Board of
Directors on any guarantee within its scope
of authority under the Articles of
Association shall be subject to the
approval of more than half of all the
directors and two-thirds or more of the
attending directors.
If different resolutions conflict with each
other in terms of contents and meanings, the
resolution formed later in time shall prevail.
Article19Forming of Resolutions
Unless otherwise specified in the Articles of
Association or relevant rules of the securities
regulatory authority at the place where the
securities of the Company are listed,
resolutions made by the Board of Directors
must be passed by more than half of the
directors.
If different resolutions conflict with each
other in terms of contents and meanings, the
resolution formed later in time shall prevail.
The first sentence of the original clause has
been provided in another clause.
The third sentence of the original clause has
been moved to new Article 18.
The original clauses have been provided in
the Articles of Association.

– III-10 –

APPENDIX III

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 23 Special Provisions on Profit
Distribution
Where
matters
relating
to
profit
distribution need to be resolved at the
Board meeting, the profit distribution
proposal to be submitted to the Board of
Directors may first be submitted to the
certified public accountant, who shall be
required to produce a draft audit report (all
financial data except those involving profit
distribution shall have been determined).
After resolving on profit distribution, the
Board of Directors shall require the
certified public accountant to produce a
formal audit report, according to which the
Board of Directors shall resolve on other
relevant matters in the periodical report.
Deleted
The original clauses were incorporated in
accordance with the Model Rules of
Procedure for the Board of Directors of
Companies Listed on the Shanghai Stock
Exchange, which have been abolished.

– III-11 –

APPENDIX III

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article25 Suspension of Voting
Where more than half of the attending
directors or more than two independent
directors are of the opinion that therelevant
proposal is not clear or specific or the
meeting materials are inadequate or other
reasons that prevent them from making
judgments on relevant matters, the
presider shall require the meeting to
suspend voting on the said proposal.
The directors proposing the suspension of
voting shall provide definite requirements
for
the
conditions
to
be
met
for
re-submitting
the
said
proposal
for
consideration.
Article23 Postponement of Meeting
Where one-fourth or more of the attending
directors or two or more independent
directors are of the opinion that themeeting
materials are incomplete, insufficiently
demonstrated or not provided in a timely
manner, they may submit a written
proposal to the Board of Directors to
postpone the meeting or postpone the
consideration of the matter, and the Board
of Directors shall adopt such proposal
accordingly.
The
Company
should
promptly disclose the relevant information.
The directors proposing the postponement
shall provide definite requirements for the
conditions to be met for re-submitting the
said proposal for consideration.
The Opinions on Further Standardizing
Operations and Intensifying Reforms of
Companies Listed Overseas:
Whereone-fourth or moreof directors or two
or more external directors consider that the
materials are insufficient or not clearly
demonstrated, they may jointly propose to
postpone the meeting of the board of directors
or postpone certain matters to be considered
by the board of directors, and the board of
directors
shall
adopt
such
proposal
accordingly.
Article
2.2.2
of
the
Guidelines
for
Standardized Operation:
……
Where two or more independent directors are
of the opinion thatthe meeting materials are
incomplete, insufficiently demonstrated or
not provided in a timely manner, they may
submit a written proposal to the board of
directors to postpone the meeting or
postpone the consideration of the matter,
and the board of directors shall adopt such
proposal accordingly.
……

– III-12 –

APPENDIX III

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 31 of the Code of Corporate
Governance for Listed Companies:
Board meetings shall be conducted strictly in
accordance with prescribed procedures. The
board of directors shall notify all directors in
advance within the prescribed time period and
provide them with sufficient information. Where
two or more independent directors are of the
opinion that the materials are incomplete or
insufficiently demonstrated, they may jointly
submit a written proposal to the board of
directors to postpone the meeting or postpone
the consideration of the matter, and the board of
directors shall adopt such proposal accordingly.
The listed company should promptly disclose
the relevant information.

– III-13 –

APPENDIX III

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article27Minutes of Meetings
The secretary to the Board shall arrange a
staff member of the Office to record the
minutes of the Board meeting. The minutes
shall include the following information:
……
The draft and final versions of minutes of
meetings should be sent to all directors for
their comments and records, respectively,
within a reasonable time after the meeting.
Article25Minutes of Meetings
The secretary to the Board shall arrange a
staff member of the Office to record the
minutes of the Board meeting. The minutes
shall include the following information:
……
The draft and final versions of minutes of
meetings should be sent to all directors for
their comments and records, respectively,
within a reasonable time after the meeting.
The minutes of meetings should be true,
accurate and complete, fully reflect the
opinions of attendees on the matters
considered and be kept properly.
Article
2.2.3
of
the
Guidelines
for
Standardized Operation:
Minutes of meetings of the board of directors
and its special committees and special
meetings of independent directors shall be
prepared in accordance with regulations.The
minutes of meetings should be true, accurate
and complete, and fully reflect the opinions
of attendees on the matters considered.
The directors, secretary to the board,
record-keeper and other relevant personnel
present at the meeting shall sign the minutes
of meetings for confirmation. Minutes of
board meetings should be kept properly.
Article 28 Summary of Meetings and
Records of Resolutions
Besides the minutes of meetings, the
secretary to the Board may, where
necessary, arrange a staff member of the
Office to make a concise summary of the
meeting, and make separate records of the
resolutions according to the voting results.
Deleted
There are no such requirements in external
regulations.

– III-14 –

APPENDIX III

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article29Signatures of Directors
The attending directors (on behalf of
themselves and the directors appointing
them
to
attend
the
meeting)
and
record-keeper shall sign the minutes of
meeting and records of resolutions for
confirmation. Where the directors disagree
over the minutes of meeting or records of
resolutions, they may attach written
remarks when signing the said minutes or
resolutions. Where necessary, they shall
responsively report to the regulatory
authority or make a public statement.
Minutes of meetings should be open for
inspection at any reasonable time on
reasonable notice by any director.
Where any director neither signs as per the
preceding paragraph nor provides his/her
different opinions in writing nor reports to
the regulatory authority nor makes a public
statement, the said director shall be deemed
as fully agreeing with the minutes of
meetingand records of resolutions.
The directors shall be responsible for the
resolutions passed at Board meetings. Any
director who votes for a Board resolution
which runs counter to laws,administrative
regulations or the Articles of Association,
thereby causing serious losses to the
Company, shall be liable for compensation.
Where a director has been proved as having
expressed dissenting opinions on the
resolution and such opinions have been
recorded in the minutes of the meeting, such
director may be exempt from liability.
Article26Signatures of Directors
The attending directors (on behalf of
themselves and the directors appointing
them to attend the meeting), secretary to the
Board and record-keeper shall sign the
minutes of meeting for confirmation. Where
the directors disagree over the minutes of
meeting, they may attach written remarks
when signing the said minutes. Where
necessary, they shall responsively report to
the regulatory authority or make a public
statement. Minutes of meetings should be
open for inspection at any reasonable time
on reasonable notice by any director.
Where any director neither signs as per the
preceding paragraph nor provides his/her
different opinions in writing nor reports to
the regulatory authority nor makes a public
statement, the said director shall be deemed
as fully agreeing with the minutes of
meeting.
The directors shall be responsible for the
resolutions passed at Board meetings. Any
director who votes for a Board resolution
which runs counter to laws, regulations,
regulatory provisions, self-disciplinary
rules, the Articles of Association or any
resolution of the shareholders’ general
meeting, thereby causing serious losses to
the
Company,
shall
be
liable
for
compensation. Where a director has been
proved as having expressed dissenting
opinions on the resolution and such opinions
have been recorded in the minutes of the
meeting, such director may be exempt from
liability.
Article
2.2.3
of
the
Guidelines
for
Standardized Operation:
Minutes of meetings of the board of directors
and its special committees and special
meetings of independent directors shall be
prepared in accordance with regulations. The
minutes of meetings should be true, accurate
and complete, and fully reflect the opinions of
attendees on the matters considered.
The directors, secretary to the board,
record-keeper and other relevant personnel
present at the meeting shall sign the minutes
of meetings for confirmation. Minutes of
board meetings should be kept properly.
Adjusted the wording.

– III-15 –

APPENDIX III

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article32Keeping of Meeting Archives
Archives of Board meetings include notice
of meeting, meeting materials, attendance
book, powers of attorney for proxy
directors, audio record of meeting, votes,
minutes signed by the attending directors
for confirmation, summary of meeting,
records of resolutions, announcements of
resolutions,etc., which shall be kept by the
secretary to the Board according to the law.
Article29Keeping of Meeting Archives
Archives of Board meetings include notice of
meeting, meeting materials, powers of
attorney for proxy directors, audio record of
meeting, votes, minutes signed by the
attending directors for confirmation, etc.,
which shall be kept by the secretary to the
Board according to the law.
Amended according to the actual situation.

– III-16 –

APPENDIX III

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article33Supplementary Provisions
Any matters not covered herein shall be
governed by the relevant laws, regulations,
rules, normative documents and the
Articles of Association. The relevant laws,
regulations, rules, normative documents
and the Articles of Association shall prevail
if they are in conflict with these Rules.
The term “more than” used herein shall
include the given figure.
The interpretation of these Rules shall be
vested in the Board of Directors. The Board
of Directors may amend these Rules in
accordance
with
the
relevant
laws,
administrative
regulations,
other
normative documents and the actual
circumstances of the Company and submit
the same to the shareholders’ general
meeting for approval.
These Rules shall become effective upon
consideration
and
approval
at
the
shareholders’ general meeting. From the
effective date of these Rules, the existing
Rules of Procedure for Board Meetings of
China Merchants Securities Co., Ltd. shall
lapse automatically.
Article30Supplementary Provisions
Any matters not covered herein shall be
governed by the relevant laws, regulations,
regulatory provisions, self-disciplinary
rules and the Articles of Association. The
laws, regulations,regulatory provisions and
self-disciplinary rules as promulgated from
time to timeand the Articles of Association
shall prevail if they are in conflict with these
Rulesin terms of mandatory provisions.
The term “or more/or above” used herein
shall include the given figure.
The interpretation of these Rules shall be
vested in the Board of Directors. The Board
of Directors may amend these Rules in
accordance
with
the
relevant
laws,
regulations,
regulatory
provisions,
self-disciplinary rules and the actual
situation of the Company and submit the
same to the shareholders’ general meeting
for approval.
These Rules shall become effective upon
consideration
and
approval
at
the
shareholders’ general meeting. From the
effective date of these Rules, the existing
Rules of Procedure for Board Meetings of
China Merchants Securities Co., Ltd. that
were considered and approved at the 2019
annual general meeting of the Company
held on May 19, 2020 shall be abolished
accordingly.
Adjusted the wording.
Adjusted the description on the abolition of
the existing rules.

– III-17 –

APPENDIX III COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS OF THE COMPANY

In addition to the amendments listed in the table above, there are also a few adjustments of punctuation marks.

Upon the above-mentioned proposed amendments to the Rules of Procedure for Board Meetings, the relevant article numbers shall be adjusted accordingly. Except for the above-mentioned articles, other articles in the original Rules of Procedure for Board Meetings shall remain unchanged. In the event of any inconsistency between the Chinese version and the English version, the Chinese version shall prevail.

– III-18 –

APPENDIX IV

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article
3
Regular
Meetings
and
Extraordinary Meetings of the Supervisory
Committee
Meetings of the Supervisory Committee
include regular meetings and extraordinary
meetings.
The Supervisory Committee shall hold one
(1) regular meeting every six (6) months. In
any of the following circumstances, the
Supervisory Committee shall hold an
extraordinary meeting within ten (10) days:
(I)
Any supervisor proposes to hold such a
meeting;
(II) The shareholders’ general meeting or
Board
meeting
has
passed
any
resolution which runs counter to laws,
regulations, rules, provisions and
requirements
of
the
regulatory
authority, the Articles of Association,
resolutions of the shareholders’ general
meeting
or
any
other
relevant
provisions;
……
Article
3
Regular
Meetings
and
Extraordinary Meetings of the Supervisory
Committee
Meetings of the Supervisory Committee
include regular meetings and extraordinary
meetings.
The Supervisory Committee shall hold one
(1) regular meeting every six (6) months. In
any of the following circumstances, the
Supervisory Committee shall hold an
extraordinary meeting within ten (10) days:
(I)
Any supervisor proposes to hold such a
meeting;
(II) The shareholders’ general meeting or
Board
meeting
has
passed
any
resolution which runs counter to the
provisions and requirements of laws,
regulations, regulatory provisions,
self-disciplinary rules, the Articles of
Association,
resolutions
of
the
shareholders’ general meeting or any
other relevant provisions;
……
Adjusted the wording.

– IV-1 –

APPENDIX IV

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 8 Contents of Notice of Meeting
A written notice of meeting shall at least
include the following details:
(I)
Timeandvenue of meeting;
……
(VI) Contact person and means of contact.
A verbal notice of meeting shall at least
include Items (I) and (II) above, as well as a
statement that an extraordinary meeting of
the Supervisory Committee is required to be
convened as soon as possible due to
emergency.
Article 8 Contents of Notice of Meeting
A written notice of meeting shall at least
include the following details:
(I)
Time,venueand durationof meeting;
……
(VI) Date of issuing the notice;
(VII)Contact person and means of contact.
A verbal notice of meeting shall at least
include Items (I) and (II) above, as well as a
statement that an extraordinary meeting of
the Supervisory Committee is required to be
convened as soon as possible due to
emergency.
Supplemented according to the Articles of
Association of China Merchants Securities
Co., Ltd.
Article 13 Resolutions of the Supervisory
Committee
……
Resolutions of the Supervisory Committee
shall be subject to adoption bytwo-thirdsof
supervisors.
Article 13 Resolutions of the Supervisory
Committee
……
Resolutions of the Supervisory Committee
shall be subject to adoption byhalf or more
of supervisors.
The original requirement of “adoption by
two-thirds of supervisors” was provided
under the Mandatory Provisions for the
Articles of Association of Companies to be
Listed Overseas, which have been abolished.
Article 146 of the Guidelines for Articles of
Association of Listed Companies:
……
Resolutions of the supervisory committee
shall be subject to adoption byhalf or moreof
supervisors.

– IV-2 –

APPENDIX IV

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 20 Supplementary Provisions
Any matters not covered herein shall be
governed by the Articles of Association and
other
relevant
laws,
administrative
regulations, the Rules Governing the
Listing of Securities on The Stock
Exchange of Hong Kong Limited and other
normative documents.
The term “more than” used herein shall
include the given figure.
The interpretation of these Rules shall be
vested in the Supervisory Committee. The
Supervisory Committee may amend these
Rules in accordance with the relevant laws,
administrative
regulations,
other
normative documents and the actual
circumstances of the Company and submit
the same to the shareholders’ general
meeting for approval.
These
Rules
are
formulated
by
the
Supervisory Committee and shall become
effective upon consideration and approval
at the shareholders’ general meeting of the
Company. From the effective date of these
Rules, the existing Rules of Procedure for
the Supervisory Committee of China
Merchants Securities Co., Ltd. shall lapse
automatically.
Article 20 Supplementary Provisions
Any matters not covered herein shall be
governed by the Articles of Association and
other relevant laws, regulations, regulatory
provisions and self-disciplinary rules.
The term “or more” used herein shall include
the given figure.
The interpretation of these Rules shall be
vested in the Supervisory Committee. The
Supervisory Committee may amend these
Rules in accordance with the relevant laws,
regulations,
regulatory
provisions,
self-disciplinary rules and the actual
situation of the Company and submit the
same to the shareholders’ general meeting
for approval.
These
Rules
are
formulated
by
the
Supervisory Committee and shall become
effective upon consideration and approval at
the shareholders’ general meeting of the
Company. From the effective date of these
Rules, the existing Rules of Procedure for the
Supervisory Committee of China Merchants
Securities Co., Ltd. that were considered
and approved at the 2019 annual general
meeting of the Company held on May 19,
2020shallbe abolished accordingly.
Adjusted the wording.
Adjusted the wording.
Adjusted the description on the abolition of
the existing rules.

Except for the above-mentioned articles, other articles in the original Rules of Procedure for the Supervisory Committee shall remain unchanged. In the event of any inconsistency between the Chinese version and the English version, the Chinese version shall prevail.

– IV-3 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and Serial number and content of original articles content of new articles Reasons for amendments Article 1 China Merchants Securities Article 1 China Merchants Securities Co., Ltd. (the “Company”) formulated Co., Ltd. (the “Company”) formulated these Rules in accordance with laws, these Rules in accordance with laws, regulations, rules and normative regulations, regulatory provisions Adjusted the wording. documents such as the Company Law and self-disciplinary rules such as of the People’s Republic of China, the the Company Law of the People’s Measures for the Supervision and Republic of China (the “Company Added abbreviation. Administration of the Directors, Law”) , the Measures for the Supervisors, Senior Executives and Supervision and Administration of Practitioners of Securities and Fund the Directors, Supervisors, Senior Business Institutions (the “Measures Management and Practitioners of for Supervision and Administration”), Securities and Fund Operation the Rules for Independent Directors of Institutions (the “Measures for Listed Companies (the “ Rules for Supervision and Administration”), Amended according to the actual Independent Directors”), the Code of the Measures for the Administration situation. Corporate Governance for Listed of Independent Directors of Listed Companies, the Rules for Governance Companies (the “ Measures for the of Securities Companies (the “Rules Administration of Independent for Governance”) , the Rules Directors”), the Code of Corporate Governing the Listing of Stocks on the Governance for Listed Companies, the Shanghai Stock Exchange (the “SSE Rules for Governance of Securities Listing Rules”), the Shanghai Stock Companies, the Rules Governing the Exchange Self-regulatory Guidelines Listing of Stocks on the Shanghai for Listed Companies No. 1 — Stock Exchange (the “SSE Listing Standardized Operation (the Rules”), the Shanghai Stock Exchange “Guidelines for Standardized Self-regulatory Guidelines for Listed Operation”) and the Rules Governing Companies No. 1 – Standardized the Listing of Securities on The Stock Operation (the “Guidelines for Exchange of Hong Kong Limited (the Standardized Operation”) and the “Hong Kong Listing Rules”), as well Rules Governing the Listing of as the Articles of Association of China Securities on The Stock Exchange of Merchants Securities Co., Ltd. (the Hong Kong Limited (the “Hong Kong “Articles of Association”), and in line Listing Rules”), as well as the Articles with the actual situation of the of Association of China Merchants Company, for the purpose of Securities Co., Ltd. (the “Articles of facilitating its standardized operation, Association”), and in line with the regulating the behavior of its actual situation of the Company, for independent directors, safeguarding the purpose of facilitating its its interests as a whole, and protecting standardized operation, regulating the legitimate rights and interests of the behavior of its independent all shareholders, especially minority directors, safeguarding its interests as shareholders. a whole, and protecting the legitimate rights and interests of all shareholders, especially minority shareholders.

– V-1 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 2Definitions
Unless
otherwise
specified,
the
following
terms
shall
have
the
following meanings in these Rules:
“Independent director”: a director
who does not take up any position in
the Company other than serving as a
director, and is not related to the
Company
and
its
substantial
shareholders in a way that may
prevent him/her from exercising
independent and objective judgments.
Article 2 Unless otherwise specified,
the following terms shall have the
following meanings in these Rules:
(I)
“Independent
director”:
a
director who does not take up any
position in the Company other
than serving as a director, andhas
no direct or indirect interest
relationship with the Company,
its substantial shareholders or de
facto
controllers,
or
other
relationship that may prevent
him/her
from
exercising
independent
and
objective
judgments.
(II) “Substantial shareholder”: a
shareholder who holds more
than 5% of the shares of the
Company, or who holds less
than 5% of the shares but exerts
significant influence on the
Company.
(III) “Minority
shareholder”:
a
shareholder who individually
or collectively holds less than
5%
of
the
shares
of
the
Company and does not serve as
a director, supervisor or senior
officer of the Company.
(IV) “Subsidiary”:
a
company
controlled directly or indirectly
by the relevant entity.
Article 2 of the Measures for the
Administration
of
Independent
Directors of Listed Companies (the
“Measures for Independent Directors”):
“Independent director” refers to a
director who does not take up any
position in the listed company other
than serving as a director, and has no
direct or indirect interest relationship
withthe listed company, its substantial
shareholders orde facto controllers, or
other relationship that may prevent
him/her from exercising independent
and objective judgments.
Article 47 of the Measures for
Independent Directors:
The following terms shall have the
following
meanings
in
these
Measures:
(I)
“Substantial shareholder”: a
shareholder who holds more
than 5% of the shares of the
listed company, or who holds
less than 5% of the shares but
exerts significant influence on
the listed company;
(II) “Minority
shareholder”:
a
shareholder who individually
or collectively holds less than
5% of the shares of the listed
company and does not serve as a
director, supervisor or senior
officer of the listed company;
(III) “Subsidiary”:
a
company
controlled directly or indirectly
by the relevant entity;

– V-2 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
“CSRC”:
the
China
Securities
Regulatory Commission.
“Accounting professional”: a person
who holds the qualification of a
certified public accountant; or holds
a senior title, an associate professor
title or above or a doctoral degree in
accounting, auditing or financial
management; or holds a senior title
in economic management with more
than five (5) years of full-time work
experience in professional positions
such as accounting, auditing or
financial management.
“Major social relations”: siblings,
spouse’s parents, children’s spouse,
siblings’ spouse, spouse’s siblings,
etc.
“Immediate family member”: spouse,
parents, children, etc.
“Material related party transaction”:
a related party transaction to be
entered into between the Company
and its related party in an amount
higher than RMB3 million, or higher
than 5% of the absolute value of the
latest audited net assets of the
Company.
“Material business transaction”: a
matter that is required to be submitted
to the shareholders’ general meeting
for consideration pursuant to the SSE
Listing Rules or the Articles of
Association, or any other material
matter determined byexchanges.
(V) “CSRC”: the China Securities
Regulatory Commission.
(VI) “Major
social
relations”:
siblings,
siblings’
spouse,
spouse’s
parents,
spouse’s
siblings, children’s spouse,
parents of children’s spouse,
etc.
(VII)“Immediate family member”:
spouse, parents, children, etc.
(VIII)“Material business transaction”:
a matter that is required to be
submitted to the shareholders’
general
meeting
for
consideration pursuant to the
SSE Listing Rules or the Articles
of Association, or any other
material matter determined by
the Shanghai Stock Exchange.
The
clause
on
“accounting
professional” is reflected in another
new Article, and is deleted in this
Article.
(IV) “Major social relations”: siblings,
siblings’
spouse,
spouse’s
parents,
spouse’s
siblings,
children’s spouse, parents of
children’s spouse,etc.; ……
Upon these amendments, there will
not be any clause on “material related
party transaction” in these Rules.
Adjusted the punctuation marks (in
the
Chinese
version
only)
and
wording.

– V-3 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and Serial number and content of original articles content of new articles Reasons for amendments Article 3 Independent directors shall Article 3 Independent directors shall Article 3 of the Measures for owe the duty of faithfulness and owe the duty of good faith and Independent Directors: diligence to the Company and all diligence to the Company and all shareholders. In accordance with the shareholders. In accordance with the Independent directors shall owe the requirements of relevant laws, requirements of relevant laws, duty of good faith and diligence to the regulations and the Articles of regulations , regulatory provisions, listed company and all shareholders. Association, independent directors self-disciplinary rules and the In accordance with the requirements should earnestly perform their duties, Articles of Association, independent of laws, administrative regulations, safeguard the interests of the directors should earnestly perform the China Securities Regulatory Company as a whole and , in their duties, fully understand the Commission (the “CSRC”), business particular, ensure that the legitimate business operations of the Company rules of the stock exchange and the rights and interests of minority and the topics discussed at Board Articles of Association, independent shareholders are not jeopardized . meetings, participate in the directors should earnestly perform decision-making, supervision and their duties, participate in the checks and balances of and provide decision-making, supervision and professional advice to the Board of checks and balances of and provide Directors, safeguard the interests of professional advice to the board of the Company as a whole and protect directors, safeguard the interests of the legitimate rights and interests of the listed company as a whole and minority shareholders. protect the legitimate rights and interests of minority shareholders. Article 37 of the Code of Corporate Governance for Listed Companies: Independent directors should perform their duties as directors in accordance with the laws, fully understand the business operations of the company and the topics discussed at board meetings , safeguard the interests of the listed company and all shareholders, and pay special attention to the protection of legitimate rights and interests of minority shareholders. ……

– V-4 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 5 In principle, an independent
director may serve as an independent
director for at most five (5) listed
companies and at most two (2)
securities companies, and should
ensure that he/she has sufficient time
and energy to effectively perform
his/her duties as an independent
director.
Article 5 In principle, an independent
director may serve as an independent
director
for
at
most
three
(3)
domestically listed companies and at
most two (2) securities and fund
business institutions, and should
ensure that he/she has sufficient time
and energy to effectively perform
his/her duties as an independent
director.
Article
8
of
the
Measures
for
Independent Directors:
In principle, an independent director
may serve as an independent director
for at most three (3) domestically
listed companies, and should ensure
that he/she has sufficient time and
energy to effectively perform his/her
duties as an independent director.
Article 9 of the Measures for the
Supervision and Administration of the
Directors,
Supervisors,
Senior
Management and Practitioners of
Securities
and
Fund
Operation
Institutions:
A person may serve as an independent
director for at most two (2) securities
and fund business institutions. If
laws, regulations and the CSRC
specify otherwise, such provisions
shall prevail.

– V-5 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 7 If an independent director
does not meet the independence
qualification
or
there
is
other
circumstance which render him/her
unsuitable to perform the duties of
an independent director, resulting in
the number of independent directors
of the Company falling below that
required
by
the
Rules
for
Independent Directors or the Hong
Kong Listing Rules, the Company
should make a disclosure and make
up the number of independent
directors in accordance with the
regulations.
Article 8 Independent directors and
persons
intending
to
serve
as
independent directors shall, in
accordance with the requirements of
the CSRC, participate in the training
organized by the CSRC and its
authorized institutions.
Deleted
Provided later in these Rules in
accordance with the framework of the
Measures for Independent Directors.
CHAPTER II QUALIFICATIONS FOR
INDEPENDENT DIRECTORS
Article
9
Independent
directors
should meet the following basic
requirements:
(I)
having the qualifications to hold
the position of director in a listed
securities
company
in
accordance
with
the
requirements
of
laws,
regulations,
normative
documents
and
securities
regulatory
authorities
and
exchanges where the shares of
the Company are listed, as well
as other relevant requirements;
CHAPTER II QUALIFICATIONS,
APPOINTMENT AND DISMISSAL
Article 7 Independent directors
should meet the following basic
requirements:
(I)
having the qualifications to hold
the position of director in a listed
securities company in accordance
withlaws, regulations, regulatory
provisions,
self-disciplinary
rules, the Articles of Association
and other provisions;
Chapter II of the Measures for
Independent
Directors:
Qualifications, Appointment and
Dismissal
Article
7
of
the
Measures
for
Independent Directors:
Independent directors should meet
the following requirements:
(I)
having the qualifications to hold
the position of director in a listed
company in accordance with
laws, administrative regulations
and other relevant provisions;

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APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
(II)
complying with the following
provisions: the provisions of the
Civil Servant Law of the People’s
Republic of China on civil
servants
serving
concurrent
positions (if applicable); the
provisions of the Notice on
Regulating Central Management
Officers
from
Serving
as
Independent
Directors
and
Independent
Supervisors
of
Listed Companies and Fund
Management Companies After
Resignation
or
Retirement
promulgated by the Central
Commission
for
Discipline
Inspection and the Organization
Department
of
the
Chinese
Communist Party (if applicable);
the provisions of the Opinions on
Further Regulating Party and
Government Senior Officers from
Concurrently
Serving
in
Companies promulgated by the
Organization Department of the
Chinese Communist Party (if
applicable); and the provisions of
the Opinions on Strengthening
the
Establishment
of
Anti-corruption and Integrity in
Colleges
and
Universities
promulgated by the Central
Commission
for
Discipline
Inspection,
the
Ministry
of
Education and the Ministry of
Supervision (if applicable);
(II)
complying with the following
provisions: the provisions of the
Civil Servant Law of the People’s
Republic of China on civil
servants serving concurrent
positions (if applicable); the
provisions of the Notice on
Regulating Central Management
Officers
from
Serving
as
Independent
Directors
and
Independent Supervisors of
Listed Companies and Fund
Management Companies After
Resignation
or
Retirement
promulgated by the Central
Commission
for
Discipline
Inspection and the Organization
Department of the Chinese
Communist Party (if applicable);
the provisions of the Opinions
on Further Regulating Party and
Government Senior Officers
from Concurrently Serving in
Companies promulgated by the
Organization Department of the
Chinese Communist Party (if
applicable); and the provisions
of
the
Opinions
on
Strengthening the Establishment
of Anti-corruption and Integrity
in Colleges and Universities
promulgated by the Central
Commission
for
Discipline
Inspection,
the
Ministry
of
Education and the Ministry of
Supervision (if applicable);

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APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
(III) demonstrating the independence
as required by the Rules for
Independent
Directors,
the
Measures for Supervision and
Administration, the Guidelines
for Standardized Operation and
the Hong Kong Listing Rules;
(IV) possessing basic knowledge in
the operation of a listed company
and being familiar with laws,
administrativeregulations, rules
and requirements in relation to
listed companies and securities
companies;
(V)
possessing more than five (5)
years of work experience in the
securities, finance, legal or
accounting industry or other
areas necessary for performing
the duties of an independent
director;and
(VI) other requirements as stipulated
by laws, regulations, normative
documents, securities regulatory
authorities and exchanges where
the shares of the Company are
listed
and
the
Articles
of
Association.
(III) demonstrating the independence
as required by the Measures for
the
Administration
of
Independent
Directors,
the
Measures for Supervision and
Administration, the Guidelines
for Standardized Operation and
the Hong Kong Listing Rules;
(IV) possessing basic knowledge in the
operation of a listed company and
being
familiar
with
laws,
regulations,regulatory provisions
and self-disciplinary rules in
relation to listed companies and
securities companies;
(V)
possessing more than five (5)
years of work experience in
legal, accounting, securities,
finance or other areas necessary
for performing the duties of an
independent director;
(VI) having good personal morality
and no bad records such as
major breach of trust; and
(VII)other requirements as stipulated
by laws, regulations, regulatory
provisions and self-disciplinary
rules of the place where the
shares of the Company are listed
and the Articles of Association.
(II)
demonstrating the independence
as required by Article 6 of these
Measures;
(III) possessing basic knowledge in
the operation of a listed company
and being familiar with relevant
laws, regulations and rules;
(IV) possessing more than five (5)
years of work experience in
legal, accounting, economics or
other
areas
necessary
for
performing the duties of an
independent director;
(V)
having good personal morality
and no bad records such as major
breach of trust; and
(VI) other requirements as stipulated
by
laws,
administrative
regulations, the CSRC, business
rules of the stock exchange and
the Articles of Association.

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APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Newly added
Article 8 For a candidate to be
nominated
as
an
independent
director in the capacity as an
accounting professional, he/she shall
have extensive accounting expertise
and experience, and at least meet one
of the following requirements:
(I)
holding the qualification of a
certified public accountant;
(II) holding
a
senior
title,
an
associate professor title or
above or a doctoral degree in
accounting,
auditing
or
financial management; or
(III) holding
a
senior
title
in
economic management with
more than five (5) years of
full-time work experience in
professional positions such as
accounting,
auditing
or
financial management.
Article 3.5.7 of the Shanghai Stock
Exchange Self-regulatory Guidelines
for Listed Companies No. 1 —
Standardized
Operation
(the
“Guidelines
for
Standardized
Operation”):
For a candidate to be nominated as an
independent director in the capacity
as an accounting professional, he/she
shall have extensive accounting
expertise and experience, and at least
meet
one
of
the
following
requirements:
(I)
holding the qualification of a
certified public accountant;
(II) holding
a
senior
title,
an
associate professor title or
above or a doctoral degree in
accounting,
auditing
or
financial management; or
(III) holding
a
senior
title
in
economic management with
more than five (5) years of
full-time work experience in
professional positions such as
accounting,
auditing
or
financial management.

– V-9 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article10Independent directors must
be
independent.
The
following
persons may not hold the position of
independent director:
……
(VI) a person who holds position in
the Company or its subsidiaries,
and his/her immediate family
members
and
major
social
relations;
……
(IX) a person who holds position in
the de facto controller of the
Company and the subsidiaries
of the de facto controller of the
Company;
(XI) a
person
who
serves
as
director, supervisor or senior
management officer in an entity
that
has
material
business
transactions with the Company
and its controlling shareholder
or their respective subsidiaries,
or serves as director, supervisor
or senior management officer in
the controlling shareholder of
such entity;
Article 9 Independent directors must
be
independent.
The
following
persons may not hold the position of
independent director:
……
(VI) a person who holds position in
the Company or its subsidiaries,
and his/her immediate family
members
and
major
social
relations;
……
(IX) a person who holds position ina
subsidiary of the controlling
shareholder
or
de
facto
controller of the Company, and
his/her
immediate
family
members;
(X)
a person who has material
business transactions with the
Company or its controlling
shareholder
or
de
facto
controller or their respective
subsidiaries, or holds position
in an entity that has such
material business transactions
or the controlling shareholder
or de facto controller of such
entity;
Article
6
of
the
Measures
for
Independent Directors:
Independent
directors
must
be
independent. The following persons
may
not
hold
the
position
of
independent director:
(I)
a person who holds position in
the
listed
company
or
its
subsidiaries, and his/her spouse,
parents, children and major
social relations;
……
(IV) a personwho holds position in a
subsidiary of the controlling
shareholder
or
de
facto
controller of the listed company,
and his/her spouse, parents and
children;
(V)
a person who has material
business transactions with the
listed company or its controlling
shareholder or de facto controller
or their respective subsidiaries,
or holds position in an entity
that has such material business
transactions or the controlling
shareholder or de facto controller
of such entity;

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APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
(X)
a person who provides financial,
legal, consultancy and other
services for the Company, the
controlling shareholder of the
Company or their respective
subsidiaries, including all project
team
members
of
any
intermediary which provides
services, reviewers at all levels,
personnel who sign reports,
partners and person-in-charge;
(XII) a person who falls under any of
the circumstances listed in Items
(VI) to (XI) of this Article in the
past twelve (12) months;
(XIII)a person who is regarded by The
Stock Exchange of Hong Kong
Limited to be failing to meet the
independence requirements in
accordance with Rule 3.13 of the
Hong Kong Listing Rules; or
(XIV)other persons as required by
laws, regulations, normative
documents, securities regulatory
authorities and exchangeswhere
the shares of the Company are
listed
and
the
Articles
of
Association, or who may be
prejudiced
from
making
independent
and
objective
judgments.
(XI) a person who provides financial,
legal, consultancy, sponsorship
and
other
services
for
the
Company,
the
controlling
shareholderor de facto controller
of
the
Company
or
their
respective subsidiaries, including
but not limited toall project team
members of any intermediary
which
provides
services,
reviewers at all levels, personnel
who
sign
reports,
partners,
directors, senior management
officersand person-in-charge;
(XII) a person who falls under any of
the circumstances listed in Items
(VI) to (XI) of this Article in the
past twelve (12) months;
(XIII)a person who is regarded by The
Stock Exchange of Hong Kong
Limited to be failing to meet the
independence requirements in
accordance with Rule 3.13 of the
Hong Kong Listing Rules; or
(XIV)other persons as required by
laws, regulations, regulatory
provisions and self-disciplinary
rules of the place where the
shares of the Company are listed
and the Articles of Association,
or who may be prejudiced from
making
independent
and
objective judgments.
(VI) a person who provides financial,
legal, consultancy, sponsorship
and other services for the listed
company,
the
controlling
shareholder orde facto controller
of the listed company or their
respective subsidiaries, including
but not limited toall project team
members of any intermediary
which
provides
services,
reviewers at all levels, personnel
who
sign
reports,
partners,
directors, senior management
officersand person-in-charge;
(VII) a person who falls under any of
the circumstances listed in Items
(I) to (VI) in the past twelve (12)
months; or
(VIII)other persons who are not
considered to be independent
under
laws,
administrative
regulations, requirements of the
CSRC, business rules of the stock
exchange and the Articles of
Association.

– V-11 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Independent directors should conduct
self-review on their independence
every year and submit the results of
self-review to the Board of Directors.
The Board of Directors should
evaluate
the
independence
of
incumbent independent directors
every
year
and
issue
specific
opinions, which should be disclosed
at the same time as the annual report.
Independent directors should conduct
self-review on their independence
every year and submit the results of
self-review to the board of directors.
The board of directors should evaluate
the
independence
of
incumbent
independent directors every year and
issue specific opinions, which should
be disclosed at the same time as the
annual report.
Article
11
A
candidate
for
independent director shall have no
bad records as follows:
(I)
Being subject to administrative
penalty by the CSRC within the
past thirty-six (36) months;
(II) Being in the period that is
publicly regarded by exchanges
as not appropriate for serving as
a director of a listed company;
(III) Being
publicly
censured
or
criticized twice or above by the
stock exchange within the past
thirty-six (36) months;
Article
10
A
candidate
for
independent director shall have no
bad records as follows:
(I)
Being subject to administrative
penalty by the CSRCor criminal
penalty by a judicial authority
due to illegal securities and
futures activitieswithin the past
thirty-six (36) months;
(II) Being under investigation by
the CSRC or by a judicial
authority on suspicion of any
illegal securities and futures
activities,
and
no
final
conclusive opinion has been
formed;
(III) Being publicly censured or
criticized thrice or above by the
stock exchange within the past
thirty-six (36) months;
(IV) Having bad records such as
major breach of trust;
Article 3.5.5 of the Guidelines for
Standardized Operation:
A candidate for independent director
shall have good personal morality,
shall
not
be
subject
to
the
circumstances stipulated in Article
3.2.2 of this Chapter that prevent
him/her from being nominated as a
director of a listed company, and shall
not have the following bad records:
(I)
Being subject to administrative
penalty by the CSRC or criminal
penalty by a judicial authority
due to illegal securities and
futures activitieswithin the past
thirty-six (36) months;
(II)
Being under investigation by
the CSRC or by a judicial
authority on suspicion of any
illegal securities and futures
activities,
and
no
final
conclusive opinion has been
formed;

– V-12 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
(IV) Failingto attend two consecutive
Board meetings or failing to
attend over one-third of the
Board meetings in a year in
person during his/her service as
an independent director;
(V) Issuing independent opinion
that is obviously inconsistent
with the facts during his/her
service
as
an
independent
director; and
(VI) Other
circumstances
as
stipulated or determined by
securities regulatory authorities
and exchanges where the shares
of the Company are listed.
(V) Being removed from his/her
position at a shareholders’
general meeting proposed by
the Board of Directors because
he/she, during his/her office as
an independent director in the
past,
failed
to
attend
two
consecutive Board meetings in
person and did not appoint
another independent director to
attend the Board meeting on
his/her behalf, and less than
twelve (12) months have passed
upon such removal; and
(VI) Other
circumstances
as
stipulated or determined by
laws, regulations, regulatory
provisions and self-disciplinary
rules of the place where the
shares of the Company are listed
and the Articles of Association.
(III) Being
publicly
censured
or
criticized thrice or above by the
stock exchange within the past
thirty-six (36) months;
(IV) Having bad records such as
major breach of trust;
(V)
Being removed from his/her
position at a shareholders’
general meeting proposed by
the board of directors because
he/she, during his/her office as
an independent director in the
past,
failed
to
attend
two
consecutive board meetings in
person and did not appoint
another independent director to
attend the board meeting on
his/her behalf, and less than
twelve (12) months have passed
upon such removal;
(VI) Other circumstances determined
by the exchange.

– V-13 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
CHAPTER
III
NOMINATION,
ELECTION AND REPLACEMENT
OF INDEPENDENT DIRECTORS
The title of Chapter III has been
deleted
Article 13 The Board of Directors,
Supervisory
Committee
and
shareholders individually or jointly
holding more than 1% of the issued
shares
of
the
Company
for
one-hundred
and
eighty
(180)
consecutive days or above may
nominate candidates for independent
directors, whose appointment shall be
subject
to
the
election
of
the
shareholders’ general meeting.
Article 12 The Board of Directors,
Supervisory
Committee
and
shareholders individually or jointly
holding more than 1% of the issued
shares
of
the
Company
for
one-hundred
and
eighty
(180)
consecutive days or above may
nominate candidates for independent
directors, whose appointment shall be
subject
to
the
election
of
the
shareholders’ general meeting.
An investor protection institution
established in accordance with the
law
may
publicly
request
shareholders to entrust it to exercise
their right to nominate independent
directors on their behalf.
The nominator specified in the first
paragraph shall not nominate any
person with whom he/she has an
interest relationship or other close
relationship that may affect the
independent performance of duties
as a candidate for independent
director.
Article
9
of
the
Measures
for
Independent Directors:
……
An investor protection institution
established in accordance with the
law
may
publicly
request
shareholders to entrust it to exercise
their right to nominate independent
directors on their behalf.
The nominator specified in the first
paragraph shall not nominate any
person with whom he/she has an
interest relationship or other close
relationship that may affect the
independent performance of duties
as a candidate for independent
director.

– V-14 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and Serial number and content of original articles content of new articles Reasons for amendments Article 13 A candidate for Article 3.5.9 of the Guidelines for independent director should make a Standardized Operation: statement and commitment regarding whether he/she complies with the A candidate for independent director laws, regulations, regulatory should make a statement and provisions and self-disciplinary rules commitment regarding whether on the qualification, eligibility and he/she complies with the laws, independence requirements for regulations and the relevant independent directors. requirements of the exchange on the qualification, eligibility and Article 14 The nominator of The nominator of independent independence requirements for independent director should obtain director should obtain the consent of independent directors. the consent of the nominee prior to the candidate for independent nomination. The nominator should director prior to nomination. The The nominator of independent fully understand the occupation, nominator should fully understand director should prudently verify education, title, detailed work his/her occupation, education, title, whether he/she meets the experience and all other work detailed work experience and all requirements and qualifications for information of the nominee, and other work information and whether office, his/her ability to perform should also opine on the he/she has any bad records such as duties and whether there are any qualification of the candidate to be major breach of trust; prudently circumstances that affect his/her an independent director and his/her verify whether he/she meets the independence; and make a statement independence. The nominee should requirements and qualifications for and commitment regarding the make a public statement that he/she office, his/her ability to perform results of verification. meets the requirements for duties and whether there are any appointment and does not have any circumstances that affect his/her Article 10 of the Measures for relationship with the Company independence; and make a statement Independent Directors: which will affect his/her and commitment regarding the independent and objective results of verification. The nominator of independent director judgments. should obtain the consent of the The nomination committee under the nominee prior to nomination. The Board of Directors should review the nominator should fully understand the qualifications of the candidates for occupation, education, title, detailed independent directors and form work experience and all other work explicit review opinions thereon. information of the nominee and whether he/she has any bad records The Board of Directors should The Board of Directors should such as major breach of trust; and announce the above information in disclose the above information in express opinions on his/her accordance with the regulations accordance with the regulations independence and other requirements before convening a shareholders’ before convening a shareholders’ for serving as an independent director. general meeting for the election of general meeting for the election of independent directors. independent directors. ……

– V-15 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article
11
of
the
Measures
for
Independent Directors:
If the listed company has set up a
nomination committee under the
board of directors, the nomination
committee
should
review
the
qualifications of the nominees and
form
explicit
review
opinions
thereon. The listed company should
disclose relevant information in
accordance with Article 10 of these
Measures
and
the
preceding
paragraph
before
convening
a
shareholders’ general meeting for the
election of independent directors. ……
Article 16 Prior to the shareholders’
general meeting for election of
independent directors, the Company
shall submit the relevant materials of
all nominees to the Shanghai Stock
Exchange at the same time. If the
Board of Directors of the Company
has any objection to the relevant
information of the nominees, the
written opinion of the Board of
Directors shall also be submitted at
the same time.
Article15 The Companyshall submit
the
relevant
materials
of
all
candidates for independent directors
to the Shanghai Stock Exchange no
later than the time of publication of
the
notice
convening
the
shareholders’ general meeting for
election of independent directors,
disclose the relevant statements and
commitments as well as the review
opinions
of
the
nomination
committee,
and
ensure
the
authenticity,
accuracy
and
completeness of the said materials
and notice. The nominator should
undertake in the statement and
commitment that the candidate for
independent director has no interest
relationship with him/her or other
circumstances that may affect the
independent performance of duties.
Rule 4.3.7 of the Rules Governing the
Listing of Stocks on the Shanghai
Stock Exchange:
The listed company shall submit the
relevant materials of all candidates
for independent directors (including
but not limited to the statements and
commitments
of
nominators,
statements and commitments of
candidates
and
resume
of
independent
directors)
to
the
exchange no later than the time of
publication of the notice convening
the shareholders’ general meeting for
election of independent directors,
and ensure the authenticity, accuracy
and
completeness
of
the
said
materials. The nominator should
undertake in the statement and
commitment that the nominee has no
interest relationship with him/her or
other circumstances that may affect
the independent performance of
duties.

– V-16 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
The Board of Directors, candidates
for
independent
directors
and
nominators should truthfully answer
the inquiries from the Shanghai
Stock Exchange (if any) within the
specified
time,
and
promptly
supplement the relevant materials as
required.
Article
11
of
the
Measures
for
Independent Directors:
If the listed company has set up a
nomination committee under the
board of directors, the nomination
committee
should
review
the
qualifications of the nominees and
form
explicit
review
opinions
thereon.
The listed company should disclose
relevant information in accordance
with Article 10 of these Measures and
the
preceding
paragraph
before
convening a shareholders’ general
meeting
for
the
election
of
independent directors, and submit the
relevant materials of all candidates for
independent directors to the stock
exchange. Such submitted materials
should be true, accurate and complete.
Article 3.5.11 of the Guidelines for
Standardized Operation: ……
The Board of Directors, candidates
for
independent
directors
and
nominators of independent directors
should
truthfully
answer
the
inquiries from the exchange within
the specified time, and promptly
supplement the relevant materials to
the exchange as required.……

– V-17 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
In the shareholders’ general meeting
for election of independent directors,
the Board of Directors of the Company
shall explain whether any candidate
for independent director is objected
by the Shanghai Stock Exchange. For
independent director candidates
objected by the Shanghai Stock
Exchange, the Company may not
submit them to the shareholders’
general meeting forvoting.
The voting method for the election of
independent directors shall be the
same as that of other directors of the
Company.
In the shareholders’ general meeting
for election of independent directors,
the Board of Directors of the Company
shall explain whether any candidate
for independent director is objected
by the Shanghai Stock Exchange. For
independent director candidates
objected by the Shanghai Stock
Exchange, the Company should
promptly disclose the objections
raised
by
the
Shanghai
Stock
Exchange. For independent director
candidates objected by the Shanghai
Stock Exchange, the Company may
not submit them to the shareholders’
general meeting forelection. If any of
such proposal has been submitted to
the shareholders’ general meeting
for consideration, such proposal
should be cancelled.
The voting for the election of two or
more independent directors shall
adopt the cumulative voting system.
The voting results of minority
shareholders shall be separately
counted and disclosed.
Article 3.5.12 of the Guidelines for
Standardized Operation:
If
a
candidate
for
independent
director fails to meet the independent
director
qualifications
or
independence
requirements,
the
exchange may raise objections to the
independent director candidate’s
qualifications and independence, and
the
company
should
promptly
disclose such information.
In the shareholders’ general meeting
for election of independent directors,
the board of directors of the company
shall explain whether any candidate for
independent director is objected by the
exchange. For independent director
candidates objected by the exchange,
the company may not submit them to
the shareholders’ general meeting for
election. If any of such proposal has
been submitted to the shareholders’
general meeting for consideration,
such proposal should be cancelled.

– V-18 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 12 of the Measures for
Independent Directors:
The
election
of
two
or
more
independent
directors
at
a
shareholders’ general meeting of a
listed company shall implement the
cumulative voting system. Listed
companies
are
encouraged
to
implement differential elections, and
the specific implementation rules shall
be stipulated in the Articles of
Association.
The voting results of minority
shareholders shall be separately
counted and disclosed.
Article 17 The term of office for
independent directors shall be the
same as that of other directors of the
Company. Upon expiration of term of
office, they shall be eligible for
re-election provided that the term of
re-election shall not exceed six (6)
years, and they shall retire by rotation
and be re-elected in accordance with
the Hong Kong Listing Rules.
Article 16 The term of office for
independent directors shall be the
same as that of other directors of the
Company. Upon expiration of term of
office, they shall be eligible for
re-election provided that they shall
not hold that office for more thansix
(6) consecutive years, and they shall
retire by rotation and be re-elected in
accordance with the Hong Kong
Listing Rules. A person who has
served as an independent director of
the Company for six (6) consecutive
years shall not be nominated as a
candidate for independent director
of the Company within thirty-six (36)
months from the date of occurrence
of the above.
Article 13 of the Measures for
Independent Directors:
The term of office for independent
directors shall be the same as that of
other directors of the listed company.
Upon expiration of term of office, they
shall be eligible for re-election
provided that they shall nothold that
office
for
more
than
six
(6)
consecutiveyears.
Article 3.5.6 of the Guidelines for
Standardized Operation:
……
A person who has served as an
independent director of the same
listed companyfor six (6) consecutive
years shall not be nominated as a
candidate for independent director of
such listed company within thirty-six
(36)
months
from
the
date
of
occurrence of the above.……

– V-19 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and content of original articles Article 18 In the following circumstances, an independent director shall immediately cease his/her duties and be removed by the Company in accordance with relevant requirements:

Serial number and content of new articles Reasons for amendments 17 If an independent director Article 3.5.13 of the Guidelines for meet the qualification or Standardized Operation:

Article 17 If an independent director fails to meet the qualification or independence requirements after taking office, he/she should immediately cease his/her duties and resign from office. If he/she does not resign within the specified period, the Board of Directors, after it becomes aware or should become aware of the occurrence of such fact, should immediately remove him/her from his/her office in accordance with the regulations.

If an independent director fails to meet the qualification or independence requirements after taking office, he/she should immediately cease his/her duties and resign from office. If he/she does not resign within the specified period, the board of directors, after it becomes aware or should become aware of the occurrence of such fact, should immediately remove him/her from his/her office in accordance with the regulations.

(I) he/she may not serve as a director under the Company Law;

(II) he/she is banned from the from his/her office in accordance market as a director of a listed with the regulations. company by the CSRC, and the period of banning has not If an independent director failed to expired; or attend two consecutive Board meetings in person and did not (III) he/she fails to meet the appoint another independent independence requirements. director to attend the Board meeting on his/her behalf, the Board of If an independent director, during Directors should propose to convene his/her term of office, is prohibited a shareholders’ general meeting to from serving as a director or an remove such independent director independent director under the from his/her office within thirty (30) requirements of other laws and days from the date of occurrence of and the Stock the above.

If an independent director failed to attend two consecutive board meetings in person and did not appoint another independent director to attend the board meeting on his/her behalf, the board of directors should propose to convene a shareholders’ general meeting to remove such independent director from his/her office within thirty (30) days from the date of occurrence of the above.

If an independent director, during his/her term of office, is prohibited from serving as a director or an independent director under the requirements of other laws and regulations and the Shanghai Stock Exchange, the Company should remove him/her from his/her position within one (1) month from the date of occurrence of the above.

If an independent director resigns or is removed due to the circumstances specified in Items (I) and (II) of this Article, resulting in the proportion of independent directors in the Board of Directors or its special committees not complying with laws, regulations, regulatory provisions, self-disciplinary rules or the Articles of Association, or if there is a lack of accounting professional among the independent directors, the Company should hold a by-election within sixty (60) days from the date of occurrence of the above.

If an independent director resigns or is removed, resulting in the proportion of independent directors in the board of directors or its special committees not complying with laws, regulations or the Articles of Association, or if there is a lack of accounting professional among the independent directors, the listed company should hold a by-election within sixty (60) days from the date of occurrence of the above.

If an independent director has not personally attended Board meetings for three (3) consecutive times, the Board of Directors shall recommend in the shareholders’ general meeting to remove such independent director.

– V-20 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and Serial number and content of original articles content of new articles Reasons for amendments If an independent director should be If an independent director should be Article 3.2.8 of the Guidelines for removed but has not been removed, removed but has not been removed, Standardized Operation: …… and participates in any Board meeting and participates in any Board and votes thereat, his/her vote(s) shall meeting, meeting of special If such director or supervisor should be invalid and he/she shall not be committees under the Board of cease his/her performance of duties counted in the quorum of the meeting. Directors and special meeting of but has not ceased his/her independent directors and votes performance of duties, or should be thereat, his/her vote(s) shall be dismissed from his/her position but invalid and he/she shall not be has not been dismissed, and if he/she counted in the quorum of the meeting. attends the board meeting , meeting of special committees under the board of directors, special meeting of independent directors or the supervisory committee meeting and votes thereat, his/her vote(s) shall be deemed invalid and he/she shall not be counted in the quorum.

Article 19 If an independent director is removed by the Company prior to the expiration of his/her term of office, the Company shall disclose the same as a special disclosure, and the Company and such independent director shall submit written explanations to the relevant CSRC office and the shareholders’ general meeting respectively within twenty (20) business days.

Article 18 Prior to the expiration of Article 14 of the Measures for the term of office of an independent Independent Directors: director, the Company may remove him/her from his/her office in Prior to the expiration of the term of accordance with legal procedures . office of an independent director, the The Company and such independent listed company may remove him/her director shall submit written from his/her office in accordance explanations to the relevant CSRC with legal procedures. If an office and the shareholders’ general independent director is removed meeting respectively within twenty from his/her office in advance, the (20) business days. If an independent listed company shall promptly director is removed from his/her disclose the specific reasons and office in advance, the Company shall basis thereof. If the independent promptly disclose the specific director has any objection, the listed reasons and basis thereof. If the company shall promptly disclose independent director has any such information. objection, the Company shall promptly disclose such information.

– V-21 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and	Serial number and
content of original articles	content of new articles	Reasons for amendments
Article 20 An independent director	Article 19 An independent director	Article 3.2.7 of the Guidelines for
may resign prior to the expiration of	may resign prior to the expiration of	Standardized Operation:

Article 20 An independent director Article 19 An independent director may resign prior to the expiration of may resign prior to the expiration of his/her term of office. In resigning his/her term of office. In resigning his/her duties, an independent his/her duties, an independent director shall tender a written director shall tender a written resignation letter to the Board of resignation letter to the Board of Directors and specify any matter Directors stating the time of which is related to his/her resignation resignation, the specific reasons for or which he/she considers necessary resignation, the position he/she to bring to the attention of the resigned from and whether he/she shareholders and creditors of the will continue to serve his/her duties Company. The Company and such after resignation, and specify any independent director shall submit matter which is related to his/her written explanations to the relevant resignation or which he/she CSRC office and the shareholders’ considers necessary to bring to the general meeting respectively on such attention of the shareholders and resignation. creditors of the Company. The Company should disclose the If, due to the resignation of any reasons for the resignation of such independent director, the proportion independent director and the matters of independent directors in the Board of concern. The Company and such of Directors of the Company falls independent director shall submit below the minimum requirements written explanations to the relevant stipulated in the Rules for CSRC office and the shareholders’ Independent Directors, the general meeting respectively on such resignation letter of such resignation. The resignation letter independent director shall become should be submitted to the effective upon the filling of vacancy Supervisory Committee for filing. If by a succeeding independent the reasons for resignation may director. involve the violation of laws and regulations or irregular operations by the Company, such matters should be specified in detail and reported to the Shanghai Stock Exchange and other relevant regulatory authorities in a timely manner.

Article 20 An independent director may resign prior to the expiration of his/her term of office. In resigning his/her duties, an independent director shall tender a written resignation letter to the Board of Directors and specify any matter which is related to his/her resignation or which he/she considers necessary to bring to the attention of the shareholders and creditors of the Company. The Company and such independent director shall submit written explanations to the relevant CSRC office and the shareholders’ general meeting respectively on such resignation.

The directors, supervisors and senior officers shall state in their resignation letters the time of resignation, the specific reasons for resignation, the position they resigned from and whether they will continue to serve in the listed company and its controlled subsidiaries after resignation (if they continue to serve, explain the circumstances of their continuous service) , and hand over the work undertaken in their office.

The directors, supervisors and senior officers who resign for reasons other than expiration of their term of office shall, in addition to complying with the requirements of the preceding paragraph, also submit the resignation letter to the supervisory committee of the listed company for filing. If the reasons for resignation may involve the violation of laws and regulations or irregular operations by the listed company, such matters should be specified in detail and reported to the exchange and other relevant regulatory authorities in a timely manner.

– V-22 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
If the resignation of any independent
director will result in the proportion
of independent directors in the Board
of Directorsor its special committees
not
complying
with
the
laws,
regulations, regulatory provisions,
self-disciplinary
rules
and
the
Articles of Association, or if there is
a lack of accounting professional
among the independent directors,
the
independent
director
who
intends to resign shall continue to
perform his/her duties until the date
on which a new independent director
is elected, except for those who
resign due to the provisions of
Article 17. The Company should hold
a by-election within sixty (60) days
from the date of resignation of the
independent director.
Article 15 of the Measures for
Independent Directors:
An independent director may resign
prior to the expiration of his/her term
of office. In resigning his/her duties,
an independent director shall tender a
written resignation letter to the board
of directors and specify any matter
which is related to his/her resignation
or which he/she considers necessary
to bring to the attention of the
shareholders and creditors of the
listed company. The listed company
should disclose the reasons for the
resignation of such independent
director and the matters of concern.
If the resignation of any independent
director will result in the proportion
of independent directors in the board
of directors or its special committees
not complying with these Measures or
the Articles of Association, or if there
is a lack of accounting professional
among the independent directors, the
independent director who intends to
resign shall continue to perform
his/her duties until the date on which
a new independent director is
elected. The listed company should
hold a by-election within sixty (60)
days from the date of resignation of
the independent director.

– V-23 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
CHAPTER IV RESPONSIBILITIES OF
INDEPENDENT DIRECTORS
Article 21 Independent directors
shall attend Board meetings on time
in accordance with the requirements
of laws, regulations, normative
documents, securities regulatory
authorities and exchanges where the
shares of the Company are listed and
the Articles of Association, in order
to understand the activities and
operations of the Company, take the
initiative to enquire about and obtain
knowledge
and
information
necessary
for
decision-making,
express clear opinions on the matters
considered,
and
assume
corresponding responsibilities for
the resolutions of the Board of
Directors in accordance with the law.
Independent directors shall actively
perform their duties in aspects such
as corporate governance, internal
control, information disclosure and
financial supervision.
CHAPTER III RESPONSIBILITIES
AND PERFORMANCE PRACTICES
Article 20 Independent directors
shall perform the following duties:
(I)
Participating
in
the
decision-making of the Board of
Directors
and
expressing
explicit opinions on the matters
considered;
(II) Supervising potential material
conflicts of interests between
the Company and its controlling
shareholders,
de
facto
controllers, directors and senior
management officers specified
in Articles 26 and 30 of these
Rules,
facilitating
the
decision-making of the Board of
Directors to be in the interests
of the Company as a whole and
safeguarding the legitimate
rights and interests of minority
shareholders;
(III) Providing professional and
objective
advice
on
the
operation and development of
the Company and promoting
the
improvement
of
decision-making of the Board of
Directors; and
(IV) Performing
other
duties
prescribed by laws, regulations,
regulatory
provisions
and
self-disciplinary rules of the
place where the shares of the
Company are listed and the
Articles of Association.
Article 17 of the Measures for
Independent Directors:
Independent directors shall perform
the following duties:
(I)
Participating
in
the
decision-making of the board of
directors and expressing explicit
opinions
on
the
matters
considered;
(II) Supervising potential material
conflicts of interests between
the listed company and its
controlling shareholders, de
facto controllers, directors and
senior management officers
specified in Articles 23, 26, 27
and 28 of these Measures,
facilitating the decision-making
of the board of directors to be in
the
interests
of
the
listed
company
as
a
whole
and
safeguarding the legitimate
rights and interests of minority
shareholders;
(III) Providing professional and
objective
advice
on
the
operation and development of
the
listed
company
and
promoting the improvement of
decision-making of the board of
directors; and
(IV) Performing
other
duties
prescribed
by
laws,
administrative regulations, the
CSRC
and
the
Articles
of
Association.

– V-24 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and Serial number and content of original articles content of new articles Reasons for amendments Independent directors shall perform Independent directors shall perform Article 3.5.15 of the Guidelines for their duties independently and their duties independently and Standardized Operation: …… impartially in accordance with the law impartially in accordance with the without being influenced by any law without being influenced by any Independent directors shall perform shareholder or de facto controller of entity or individual such as the their duties independently and the Company or any other entity or Company and its shareholders or de impartially without being influenced individual which or who has a facto controllers, and shall safeguard by any entity or individual such as relationship of interest with the the interests of the Company as a the listed company and its Company and shall safeguard the whole as well as the legitimate rights substantial shareholders or de facto interests of the Company as a whole as and interests of investors. If the controllers. If the independence of well as the legitimate rights and independence of any independent any independent director is found to interests of investors. If the director is found to be jeopardized by be jeopardized by any matter independence of any independent any matter considered, such considered, such independent director director is found to be jeopardized by independent director should declare should declare the same to the any matter considered, such the same to the Company and abstain company and abstain from voting independent director should declare from voting thereon. If the thereon. If the independence of any the same to the Company and abstain independence of any independent independent director is materially from voting thereon. If the director is materially jeopardized jeopardized during his/her tenure, independence of any independent during his/her tenure, he/she should he/she should notify the company in a director is materially jeopardized notify the Company in a timely timely manner and propose during his/her tenure, he/she should manner and propose corresponding corresponding solutions, and if notify the Company in a timely solutions, and if necessary, tender a necessary, tender a resignation. manner and propose corresponding resignation. solutions, and if necessary, tender a resignation.

– V-25 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 22 In addition to the powers
conferred to directors by the Company
Law and other relevant laws and
regulations, independent directors
shall also have the following special
powers:
(I)
a
material
related
party
transaction shall be approved by
independent directors before it
can be submitted to the Board of
Directors for consideration. Prior
to decision-making, independent
directors
may
engage
intermediaries to issue a special
report, such as an independent
financial advisor report, as the
basis for their decision;
(II) to propose to the Board of
Directors for the appointment or
dismissal of accountants’ firm;
(III) to propose to the Board of
Directors
for
convening
an
extraordinary general meeting,
and if the Board of Directors
refuses,
to
propose
to
the
Supervisory
Committee
for
convening
an
extraordinary
general meeting;
(IV) to propose the convening of a
Board meeting;
(V) to openly solicit voting rights
from shareholders before the
convening of a shareholders’
general meeting;
Article21In addition to thefunctions
and powers conferred to directors by
the Company Law and other relevant
laws,
regulations,
regulatory
provisions, self-disciplinary rules
and the Articles of Association,
independent directors shall also have
the following special functions and
powers:
(I)
to independently engage an
intermediary for the audits,
consultation or verification of
specific
matters
of
the
Company;
(II) to propose to the Board of
Directors
for
convening
an
extraordinary general meeting,
and if the Board of Directors
refuses,
to
propose
to
the
Supervisory
Committee
for
convening an extraordinary
general meeting;
(III) to propose the convening of a
Board meeting;
(IV) to publicly solicit shareholders’
rights from shareholders in
accordance with the law;
Adjusted the wording.
Article 18 of the Measures for
Independent Directors:
Independent directors shall exercise
the following special functions and
powers:
(I)
to independently engage an
intermediary for the audits,
consultation or verification of
specific matters of the listed
company;
(II)
to propose to the board of
directors
for
convening
an
extraordinary general meeting;
(III) to propose the convening of a
board meeting;
(IV) to publicly solicit shareholders’
rights from shareholders in
accordance with the law;
(V)
to
express
independent
opinions on matters that may
jeopardize
the
rights
and
interests of the listed company
or minority shareholders;and
(VI) other functions and powers
stipulated
by
laws,
administrative regulations, the
CSRC
and
the
Articles
of
Association.

– V-26 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
(VI) to independently engage an
intermediary
for
audits,
verifications
or
issuing
professional opinions; and
(VII)other
powers
stipulated
by
laws, regulations, normative
documents, securities regulatory
authorities and exchangeswhere
the shares of the Company are
listed
and
the
Articles
of
Association.
Independent director(s) shall obtain
the consent of more than half of all
independent
directors
before
exercising the powers listed in Items
(I) to (V) of the preceding paragraph,
and shall obtain the consent of all
independent
directors
before
exercising the powers listed in Item
(VI) of the preceding paragraph.
Items (I) and (II) of the first
paragraph of this Article shall be
submitted to the Board of Directors
for consideration only upon approval
by more than half of the independent
directors.
If the above proposal is not adopted
or if the above powers cannot be
exercised normally, the Company
shall disclose therelevant situation.
(V) to
express
independent
opinions on matters that may
jeopardize
the
rights
and
interests of the Company or
minority shareholders; and
(VI) other functions and powers
stipulated by laws, regulations,
regulatory
provisions
and
self-disciplinary rules of the
place where the shares of the
Company are listed and the
Articles of Association.
Independent director(s) shall obtain
the consent of the majority of all
independent
directors
before
exercising the functions and powers
listed in Items (I) to (III) of the
preceding paragraph.
If any independent director exercises
the functions and powers listed in
Item (I), the Company shall disclose
such information in a timely manner.
If the above functions and powers
cannot be exercised normally, the
Company shall disclose the specific
circumstances and reasons thereof.
Independent director(s) shall obtain
the consent of the majority of all
independent
directors
before
exercising the functions and powers
listed in Items (I) to (III) of the
preceding paragraph.
If any independent director exercises
the functions and powers listed in
Item I, the listed company shall
disclose such information in a timely
manner.
If the above functions and powers
cannot be exercised normally, the
listed company shall disclose the
specific circumstances and reasons
thereof.

– V-27 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Newly added
Article 22 Prior to the convening of
Board
meetings,
independent
directors may communicate with the
secretary to the Board to make
inquiries, request supplementary
materials and provide opinions and
recommendations on the matters to
be
considered.
The
Board
of
Directors and relevant personnel
shall carefully study the questions,
requests and opinions raised by the
independent directors, and promptly
report to the independent directors
on
the
implementation
of
the
amendments to the proposals.
Article 23 Independent directors
shall attend Board meetings in
person. If an independent director is
unable to attend a meeting for any
reason, he/she shall peruse the
meeting materials in advance, form
definite opinions, and appoint
another independent director in
writing to attend the meeting on
his/her behalf.
The
Measures
for
Independent
Directors:
Article 19 Prior to the convening of
board
meetings,
independent
directors may communicate with the
secretary to the board to make
inquiries, request supplementary
materials and provide opinions and
recommendations on the matters to
be considered. The board of directors
and
relevant
personnel
shall
carefully
study
the
questions,
requests and opinions raised by the
independent directors, and promptly
report to the independent directors
on
the
implementation
of
the
amendments to the proposals.
Article 20 Independent directors
shall attend board meetings in
person. If an independent director is
unable to attend a meeting for any
reason, he/she shall peruse the
meeting materials in advance, form
definite
opinions,
and
appoint
another independent director in
writing to attend the meeting on
his/her behalf. ……

– V-28 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and Serial number and content of original articles content of new articles Reasons for amendments Article 24 If an independent director Article 21 If an independent director votes against or abstains from voting votes against or abstains from voting on a resolution of the Board of on a resolution of the board of Directors, he/she should state the directors, he/she should state the specific reasons and basis thereof, specific reasons and basis thereof, the legality and compliance of the the legality and compliance of the matters involved in the resolution, matters involved in the resolution, the possible risks and the impact on the possible risks and the impact on the interests of the Company and the interests of the listed company minority shareholders. When and minority shareholders. When disclosing the resolutions of the disclosing the resolutions of the Board of Directors, the Company board of directors, the listed should also disclose the dissenting company should also disclose the opinions of the independent dissenting opinions of the directors, which should be stated in independent directors, which should the resolutions of the Board of be stated in the resolutions of the Directors and the minutes of board of directors and the minutes of meeting. meeting.

Article 25 Independent directors Article 22 Independent directors shall pay continuous attention to the shall pay continuous attention to the implementation of the resolutions of implementation of the resolutions of the Board of Directors in relation to the board of directors in relation to the matters set out in Articles 26 and the matters set out in Articles 23, 26, 30 of these Rules, and shall promptly 27 and 28 of these Measures, and report to the Board of Directors and shall promptly report to the board of may require the Company to make directors and may require the listed written explanations if they are company to make written aware of any violation of laws, explanations if they are aware of any regulations, regulatory provisions, violation of laws, administrative self-disciplinary rules and the regulations, requirements of the Articles of Association, or violation CSRC, business rules of the stock of the resolutions of the exchange and the Articles of shareholders’ general meeting and Association, or violation of the the Board of Directors. If disclosure resolutions of the shareholders’ is involved, the Company should general meeting and the board of make such disclosure in a timely directors. If disclosure is involved, manner. the listed company should make such disclosure in a timely manner.

– V-29 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
If the Company fails to make
explanations or prompt disclosure in
accordance with the provisions of the
preceding
paragraph,
the
independent directors may report to
the CSRC and the Shanghai Stock
Exchange.
Article 26 The following matters
shall be submitted to the Board of
Directors for consideration with the
consent of the majority of all
independent
directors
of
the
Company:
(I)
related party transactions that
should be disclosed;
(II) proposal for the change or
waiver of undertakings by the
Company and related parties;
(III) decisions made and measures
taken by the Board of Directors
in respect of the Company
being acquired; and
(IV) other matters stipulated by
laws, regulations, regulatory
provisions and self-disciplinary
rules of the place where the
shares of the Company are
listed
and
the
Articles
of
Association.
If the listed company fails to make
explanations or prompt disclosure in
accordance with the provisions of the
preceding
paragraph,
the
independent directors may report to
the CSRC and the stock exchange.
Article 23 The following matters
shall be submitted to the board of
directors for consideration with the
consent of the majority of all
independent directors of the listed
company:
(I)
related party transactions that
should be disclosed;
(II) proposal for the change or
waiver of undertakings by the
listed company and related
parties;
(III) decisions made and measures
taken by the board of directors
in respect of the listed company
being acquired; and
(IV) other matters stipulated by laws,
administrative regulations, the
CSRC
and
the
Articles
of
Association.

– V-30 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article
27
The
Company
shall
convene regular or extraordinary
meetings
attended
by
all
independent directors (the “special
meeting(s)
of
independent
directors”). Matters listed in Items
(I) to (III) of the first paragraph of
Article 21 and Article 26 of these
Rules shall be considered at a special
meeting of independent directors.
The special meetings of independent
directors may study and discuss
other matters of the Company as
necessary.
The special meetings of independent
directors shall be convened and
presided over by an independent
director elected by the majority of
independent directors. Where the
convener does not perform or fails to
perform his/her duties, two or more
independent directors may convene
and appoint one representative to
preside over the meeting.
The Company shall facilitate and
support the convening of the special
meetings of independent directors.
Article 24 The listed company shall
convene regular or extraordinary
meetings
attended
by
all
independent directors (the “special
meeting(s)
of
independent
directors”). Matters listed in Items (I)
to (III) of the first paragraph of
Article 18 and Article 23 of these
Measures shall be considered at a
special meeting of independent
directors.
The special meetings of independent
directors may study and discuss
other matters of the listed company
as necessary.
The special meetings of independent
directors shall be convened and
presided over by an independent
director elected by the majority of
independent directors. Where the
convener does not perform or fails to
perform his/her duties, two or more
independent directors may convene
and appoint one representative to
preside over the meeting.
The listed company shall facilitate
and support the convening of the
special meetings of independent
directors.

– V-31 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and Serial number and content of original articles content of new articles Reasons for amendments Article 23 Independent directors Article 28 Independent directors Adjusted the wording (in the Chinese should form a majority and act as the should form a majority and act as the version only) and word order. convener of the Remuneration and convener of the Audit Committee, Appraisal Committee, Audit Remuneration and Appraisal Committee and Nomination Committee and Nomination Committee under the Board of Committee under the Board of Directors. Directors. Newly added Article 29 Independent directors Article 25 of the Measures for shall perform their duties at the Independent Directors: special committees under the Board of Directors of the Company in Independent directors shall perform accordance with laws, regulations, their duties at the special committees regulatory provisions and under the board of directors of the self-disciplinary rules of the place listed company in accordance with where the shares of the Company are laws, administrative regulations, listed and the Articles of requirements of the CSRC, business Association. Independent directors rules of the stock exchange and the shall attend the meetings of special Articles of Association. Independent committees in person. If an directors shall attend the meetings of independent director is unable to special committees in person. If an attend a meeting for any reason, independent director is unable to he/she shall peruse the meeting attend a meeting for any reason, materials in advance, form definite he/she shall peruse the meeting opinions, and appoint another materials in advance, form definite independent director in writing to opinions, and appoint another attend the meeting on his/her behalf. independent director in writing to When an independent director is attend the meeting on his/her behalf. concerned about any major matter of When an independent director is the Company within the scope of concerned about any major matter of responsibilities of the special the listed company within the scope committees while performing of responsibilities of the special his/her duties, he/she may submit committees while performing his/her such matter to the special committees duties, he/she may submit such for discussion and consideration in a matter to the special committees for timely manner in accordance with discussion and consideration in a the procedures. timely manner in accordance with the procedures. ……

– V-32 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 24 Independent directors shall
express independent opinions on the
following matters to the Board of
Directors
or
the
shareholders’
general meeting:
(VI) the appointmentanddismissal of
accountants’ firm;
(VII)changes in accounting policies
and accounting estimates or
corrections of major accounting
errors due to reasons other than
changes in accounting standards;
Article30Independent directors shall
pay close attention to the following
matters considered by the Audit
Committee, Nomination Committee
or Remuneration and Appraisal
committee under the Board of
Directors:
(I)
the disclosure of financial
information in financial report
and periodic report and the
internal
control
evaluation
report;
(II) the appointment or dismissal of
accountants’
firm
that
is
engaged to perform audits for
the Company;
(III) the appointment or dismissal of
chief financial officer of the
Company;
(IV) changes in accounting policies
and accounting estimates or
corrections of major accounting
errors due to reasons other than
changes in accounting standards;
The
Measures
for
Independent
Directors:
Article 26 The Audit Committee under
the board of directors of the listed
company shall be responsible for
reviewing the company’s financial
information and its disclosure, and
supervising and evaluating internal
and external audits and internal
control. The following matters shall be
submitted to the board of directors for
consideration upon approval by the
majority of all members of the Audit
Committee:
(I)
the disclosure of financial
information in financial report
and periodic report and the
internal
control
evaluation
report;
(II)
the appointment or dismissal of
accountants’
firm
that
is
engaged to perform audits for
the listed company;
(III) the appointment or dismissal of
chief financial officer of the
listed company;
(IV) changes in accounting policies
and accounting estimates or
corrections of major accounting
errors due to reasons other than
changes in accounting standards;
and

– V-33 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
(I)
the nomination, appointment
andremoval of directors;
(II) the appointmentanddismissal of
senior management officers;
(V) the nomination, appointment or
removal of directors;
(VI) the appointment or dismissal of
senior management officers;
(V)
other matters stipulated by laws,
administrative regulations, the
CSRC
and
the
Articles
of
Association. ……
Article 27 The Nomination Committee
under the board of directors of the
listed company shall be responsible
for formulating the selection criteria
and procedures for directors and
senior management officers, selecting
and
reviewing
candidates
for
directors and senior management
officers and their qualifications, and
making recommendations to the board
of directors on the following matters:
(I)
the nomination, appointment or
removal of directors;
(II)
the appointment or dismissal of
senior management officers; and
(III) other matters stipulated by laws,
administrative regulations, the
CSRC
and
the
Articles
of
Association. ……
Article 28 The Remuneration and
Appraisal Committee under the board
of directors of the listed company
shall be responsible for formulating
the appraisal criteria for directors and
senior
management
officers,
implementing appraisals, formulating
and reviewing the remuneration
policies and proposals for directors
and senior management officers, and
making recommendations to the board
of directors on the following matters:

– V-34 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
(III) the remuneration of directors
and senior management officers;
(XIV)major
asset
restructuring
proposal, management buyouts,
equity incentive scheme, employee
stock ownership scheme, share
repurchase
proposal,
and
proposal for debt repayment by
related parties of the Company;
(IV) existing
or
new
capital
transactions in a total amount
higher than RMB3 million, or
higher than 5% of the latest
audited
net
assets
of
the
Company, entered into between
the
Company
and
its
shareholders, de facto controller
and associated companies, and
whether the Company takes
effective measures to recover
the debts;
(V) matters that the independent
directors
consider
may
be
detrimental to the legitimate
rights and interests of minority
shareholders;
(VIII)the Company’s financial report
and
internal
control
being
issued
a
non-standard
unqualified audit opinion by
the accountants’ firm;
(IX) the internal control evaluation
report;
(VII)the remuneration of directors
and senior management officers;
(VIII) the formulation or change of
equity incentive scheme and
employee
stock
ownership
scheme, and the grant of awards to
participants and the conditions
for exercising their awards;
(IX) the stock ownership scheme
arranged
by
directors
and
senior management officers in
the subsidiaries proposed to be
spun-off; and
(I)
the remuneration of directors
and senior management officers;
(II)
the formulation or change of
equity incentive scheme and
employee
stock
ownership
scheme, andthe grant of awards
to
participants
and
the
conditions for exercising their
awards;
(III) the stock ownership scheme
arranged by directors and senior
management officers in the
subsidiaries proposed to be
spun-off;and
(IV) other matters stipulated by laws,
administrative regulations, the
CSRC
and
the
Articles
of
Association. ……

– V-35 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
(X)
the proposal of relevant parties
to change their commitments;
(XI) the
impact
of
issuance
of
preferred shares on the rights
and interests of each class of
shareholders of the Company;
(XII)the
formulation
of
profit
distribution
policy,
profit
distribution proposal and cash
dividend distribution proposal;
(XIII)material matters that need to be
disclosed, such as related party
transactions,
provision
of
guarantees
(excluding
guarantees for subsidiaries
within the scope of consolidated
statements), entrusted wealth
management,
provision
of
financial assistance, use of
proceeds, and investment in
stocks and their derivatives;
(XV) the
Company
intending
to
decide that its shares will no
longer
be
traded
on
the
Shanghai Stock Exchange; and
(XVI)other
matters
stipulated
by
laws, regulations, normative
documents, securities regulatory
authorities and exchanges where
the shares of the Company are
listed
and
the
Articles
of
Association.
(X)
other matters stipulated by laws,
regulations,regulatory provisions
and self-disciplinary rules of the
place where the shares of the
Company are listed and the
Articles of Association.

– V-36 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and Serial number and content of original articles content of new articles Reasons for amendments Independent directors shall give one of the following opinions in relation to the above matters: (i) agree; (ii) qualified opinion and reasons therefor; (iii) oppose and reasons therefor; and (iv) unable to form an opinion and the impediments to doing so. If the matter is a matter requiring disclosure, the Company shall announce the opinions of the independent directors. If the independent directors are divided and are unable to form a unanimous opinion, the Board of Directors shall separately disclose the opinions of each independent director. Newly added The Measures for Independent Directors: Article 31 Independent directors Article 30 Independent directors shall work at the Company on site shall work at the listed company on for no less than fifteen (15) days each site for no less than fifteen (15) days year. each year. In addition to attending the In addition to attending the shareholders’ general meetings, shareholders’ general meetings, meetings of the Board of Directors meetings of the board of directors and its special committees and and its special committees and special meetings of independent special meetings of independent directors as required, independent directors as required, independent directors may perform their duties directors may perform their duties by by obtaining information on the obtaining information on the operations of the Company, listening operations of the listed company, to reports from the management, listening to reports from the communicating with the person in management, communicating with charge of the internal audit the person in charge of the internal department and intermediaries such audit department and intermediaries as the accountants’ firm undertaking such as the accountants’ firm the audits of the Company, undertaking the audits of the listed conducting on-site visits and company, conducting on-site visits communicating with minority and communicating with minority shareholders on a regular basis. shareholders on a regular basis.

– V-37 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and Serial number and content of original articles content of new articles Reasons for amendments Article 32 Minutes should be Article 31 Minutes should be prepared for meetings of the Board prepared for meetings of the board of of Directors and its special directors and its special committees committees and special meetings of and special meetings of independent independent directors of the directors of the listed company as Company. The minutes should be required. The opinions of true, accurate and complete, and the independent directors should be opinions of independent directors stated in the minutes. Independent should be stated in the minutes. Directors shall sign the minutes for Independent Directors shall sign the confirmation. minutes for confirmation. Independent directors shall prepare Article 33 Independent directors the work records to record in detail shall prepare the work records to the performance of their duties. record in detail the performance of Information obtained by their duties. Information obtained independent directors in the course by independent directors in the of performing their duties, relevant course of performing their duties, minutes of meetings and relevant minutes of meetings and communication records with the staff communication records with the of the listed company and staff of the Company and intermediaries constitute an integral intermediaries constitute an integral part of the work records. For part of the work records. For important contents in the work important contents in the work records, independent directors may records, independent directors may request the secretary to the board and request the secretary to the Board other relevant personnel to sign for and other relevant personnel to sign confirmation, and the listed company for confirmation, and the Company and relevant personnel shall and relevant personnel shall cooperate accordingly. cooperate accordingly. The work records of independent The work records of independent directors and the information directors and the information provided by the listed company to provided by the Company to independent directors shall be kept independent directors shall be kept for at least ten (10) years. for at least ten (10) years. Article 32 The listed company shall Article 34 The Company shall improve the communication improve the communication mechanism between independent mechanism between independent directors and minority shareholders, directors and minority shareholders, and independent directors may and independent directors may verify with the listed company on the verify with the Company on the issues raised by investors in a timely issues raised by investors in a timely manner. manner.

– V-38 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 26 Independent directors
shall take the initiative to perform
their obligation of due diligence,
report
to
the
Shanghai
Stock
Exchange in a timely manner and
engage intermediary to conduct
special investigation when necessary
in the following circumstances:
(I)
failure
to
submit
material
matter for consideration as
required;
(II) failure to perform the obligation
of information disclosure in a
timely manner;
(III) false record and misleading
statement or material omission
in information disclosure; or
(IV) other circumstances that may
constitute suspected violation
of laws and regulations or
undermine the legitimate rights
and
interests
of
minority
shareholders.
Article 27 In addition to attending
Board
meetings,
independent
directors shall ensure that reasonable
time is arranged to conduct on-site
inspections on the establishment and
implementation of systems for the
operation, management and internal
control of the Company as well as the
implementation of resolutions of the
Board of directors. In the event of
abnormality found in the course of
on-site inspections, independent
directors should promptly report to
the
Board
of
Directors
of
the
Company and the Shanghai Stock
Exchange.
Deleted
These relevant provisions have been
deleted
in
the
Guidelines
for
Standardized Operation.

– V-39 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 30 A work report shall be
submitted to the annual general
meeting
of
the
Company
and
disclosed
by
the
independent
directors. Such work report shall set
forth the following:
(I)
the method and frequency of
attendance and voting at Board
meetings, and the frequency of
attendance
at
shareholders’
general meetings as non-voting
delegates throughout the year;
(II) the independent opinions;
(III) the on-site inspections;
(IV) the proposals for convening
Board meetings, engaging or
dismissing accountants’ firm,
and independently engaging
external auditors and advisors;
and
(V) other
measures
taken
to
safeguard the legitimate rights
and
interests
of
minority
shareholders.
Article 38 A work report shall be
submitted to the annual general
meeting of the Company by the
independent directors to explain
their performance of duties. The
Company shall disclose such work
report no later than the issuance of
notice of annual general meeting,
and keep files for future reference.
Such work report shall set forth the
following:
(I)
the method and frequency of
attendance and voting at Board
meetings, and the frequency of
attendance
at
shareholders’
general meetings;
(II) participation in the meetings of
special committees under the
Board of Directors and the
special
meetings
of
independent directors;
(III) review of the matters set out in
Articles 26 and 30 herein and
exercise of the special authority
of independent directors set out
in the first paragraph of Article
21 herein;
(IV) material matters, methods and
results of communication with
the internal audit department
and
the
accountants’
firm
undertaking the audits of the
Company
regarding
the
financial
and
business
conditions of the Company;
Article 33 of the Measures for
Independent Directors:
An annual work report shall be
submitted to the annual general
meeting of the listed company by the
independent directors toexplain their
performance of duties. Such annual
work report shall set forth the
following:
(I)
the frequency and method of
attendance and voting at board
meetings, and the frequency of
attendance
at
shareholders’
general meetings;
(II) participation in the meetings of
special committees under the
board of directors and the
special
meetings
of
independent directors;
(III) review of the matters set out in
Articles 23, 26, 27 and 28 herein
and exercise of the special
authority
of
independent
directors set out in the first
paragraph of Article 18 herein;
(IV) material matters, methods and
results of communication with
the internal audit department
and
the
accountants’
firm
undertaking the audits of the
listed company regarding the
financial
and
business
conditions of the company;

– V-40 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
(V) communication with minority
shareholders;
(VI) time and content of on-site
work at the Company; and
(VII) other circumstances of their
duty performance.
(V) communication with minority
shareholders;
(VI) time and content of on-site work
at the listed company; and
(VII) other circumstances of their
duty performance.
The
annual
work
report
of
independent
directors
shall
be
disclosed no later than the issuance
of notice of annual general meeting
by the listed company.
Article 3.5.29 of the Guidelines for
Standardized Operation provides the
same as the above.
Article 23 of the Measures for the
Supervision and Administration of the
Directors,
Supervisors,
Senior
Management and Practitioners of
Securities
and
Fund
Operation
Institutions: ……
Independent directors of securities
and fund business institutions shall
prepare an annual performance report
and submit it to the shareholders’
general meeting for consideration,
and keep files for future reference.
Newly added
Article 39 Independent directors
shall continuously strengthen the
study of securities laws, regulations,
regulatory
provisions
and
self-disciplinary
rules,
and
continuously improve their ability in
performance of duties.
Article 34 of the Measures for
Independent Directors:
Independent
directors
shall
continuously strengthen the study of
securities laws, regulations and
rules, and continuously improve
their ability in performance of
duties. ……

– V-41 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and Serial number and content of original articles content of new articles Reasons for amendments CHAPTER V GUARANTEE OF CHAPTER IV GUARANTEE OF Article 35 of the Measures for PERFORMANCE OF INDEPENDENT PERFORMANCE Independent Directors: DIRECTORS Article 40 The Company shall The listed company shall provide the Article 31 In order to ensure that provide the necessary working necessary working conditions and independent directors are able to conditions and personnel support for personnel support for independent effectively exercise their powers, the independent directors to perform directors to perform their duties, and Company shall provide the working their duties, and the secretary to the designate the board office, secretary conditions necessary for them to Board, the office and other relevant to the board and other special perform their duties. The secretary to departments shall assist the departments and personnel to assist the Board of the Company shall independent directors in performing the independent directors in actively provide assistance for their duties. performing their duties. independent directors to perform their duties, such as explaining the The secretary to the Board shall The secretary to the board shall circumstances and providing ensure effective flow of information ensure effective flow of information materials, regularly reporting on the between the independent directors between the independent directors operations of the Company, and and other directors, senior and other directors, senior when necessary, organizing on-site management officers and other management officers and other inspections for independent relevant personnel, and ensure that relevant personnel, and ensure that directors. If the independent the independent directors are the independent directors are opinions, proposals and written provided with sufficient resources provided with sufficient resources explanations issued by independent and necessary professional advice to and necessary professional advice to directors should be announced, the perform their duties. perform their duties. Company shall assist in the announcement in a timely manner.

– V-42 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and Serial number and content of original articles content of new articles Reasons for amendments Article 32 The Company shall ensure Article 41 The Company shall ensure Article 36 of the Measures for that independent directors have the that independent directors have the Independent Directors: same right to know as other directors. same right to know as other directors. For matters that require decision by In order to ensure the effective The listed company shall ensure that the Board of Directors, the Company exercise of functions and powers by independent directors have the same must notify the independent independent directors, the Company right to know as other directors. In directors in advance within the shall regularly report the Company’s order to ensure the effective exercise statutory deadline and provide them operation and provide information of functions and powers by with sufficient information. If any to the independent directors, and independent directors, the listed independent director is of the organize or cooperate with the company shall regularly report the opinion that the information independent directors in carrying company’s operation and provide provided is insufficient, he/she may out on-site inspection. information to the independent request for further information. If directors, and organize or cooperate two or more independent directors are The Company may organize with the independent directors in of the opinion that the information independent directors to participate carrying out on-site inspection. provided is insufficient or the in analysis and discussions before argument is unclear, they may jointly the Board of Directors considers The listed company may organize propose to the Board of Directors in material and complicated matters, independent directors to participate writing to postpone the convening of fully listen to the views of the in analysis and discussions before the Board meeting or postpone the independent directors and provide the board of directors considers consideration of relevant matters. The prompt feedback to the independent material and complicated matters, Board of Directors should accept such directors on the adoption of their fully listen to the views of the a proposal . views. independent directors and provide prompt feedback to the independent directors on the adoption of their views.

– V-43 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and Serial number and content of original articles content of new articles Reasons for amendments The information provided to an Article 42 The Company shall give Article 37 of the Measures for independent director by the notices of Board meetings to Independent Directors: Company shall be kept by the independent directors in a timely Company and the independent manner, provide relevant meeting The listed company shall give notices director for a period of at least five materials no later than the notice of board meetings to independent (5) years. period for Board meetings stipulated directors in a timely manner, provide by laws, regulations, regulatory relevant meeting materials no later provisions and self-disciplinary than the notice period for board rules of the place where the shares of meetings stipulated by laws, the Company are listed or the administrative regulations, the CSRC Articles of Association, and provide or the Articles of Association, and independent directors with an provide independent directors with effective channel of communication. an effective channel of Where meetings of special communication. Where meetings of committees under the Board of special committees under the board Directors are convened, the of directors are convened, the listed Company shall provide relevant company shall provide relevant materials and information no later materials and information no later than three (3) days prior to the than three (3) days prior to the convening of meetings of special convening of meetings of special committees under the Board of committees under the board of Directors in principle. The Company directors in principle. The listed shall keep the above meeting company shall keep the above materials for at least ten (10) years. meeting materials for at least ten (10)

The listed company shall give notices of board meetings to independent directors in a timely manner, provide relevant meeting materials no later than the notice period for board meetings stipulated by laws, administrative regulations, the CSRC or the Articles of Association, and provide independent directors with an effective channel of communication. Where meetings of special committees under the board of directors are convened, the listed company shall provide relevant materials and information no later than three (3) days prior to the convening of meetings of special committees under the board of directors in principle. The listed company shall keep the above meeting materials for at least ten (10) years.

– V-44 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
If two or more independent directors
are of the opinion that the meeting
materials
are
incomplete,
insufficiently demonstrated or not
provided in a timely manner, they
maypropose to the Board of Directors
in writing to postpone the convening
of the Board meeting or postpone the
consideration of relevant matters. The
Board of Directors should accept such
a proposal. The Company should
promptly disclose the relevant
information.
Article 31 of the Code of Corporate
Governance for Listed Companies:
Board meetings shall be conducted
strictly in accordance with prescribed
procedures. The board of directors
shall notify all directors in advance
within the prescribed time period and
provide
them
with
sufficient
information. Where two or more
independent directors consider that
the materials are incomplete or
insufficiently demonstrated, they
may
jointly
submit
a
written
proposal to the board of directors to
postpone the meeting or postpone
the consideration of the matter, and
the board of directors shall adopt
such proposal accordingly. The listed
company should promptly disclose
the relevant information.

– V-45 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and Serial number and content of original articles content of new articles Reasons for amendments 33 When the independent Article 43 When the independent Article 38 of the Measures for exercise their powers, the directors exercise their functions and Independent Directors: personnel of the Company powers, the directors, senior actively cooperate, and shall not management officers and other When the independent directors hinder or conceal any relevant relevant personnel of the Company exercise their functions and powers, nor interfere in their shall cooperate, and shall not refuse, the directors, senior management independent exercise of powers. hinder or conceal any relevant officers and other relevant personnel information, nor interfere in their of the listed company shall cooperate, independent exercise of functions and shall not refuse, hinder or conceal and powers. any relevant information, nor interfere in their independent exercise of If the independent directors face any functions and powers.

Article 33 When the independent directors exercise their powers, the relevant personnel of the Company shall actively cooperate, and shall not refuse, hinder or conceal any relevant information, nor interfere in their independent exercise of powers.

If the independent directors face any impediments in the exercise of their functions and powers according to the law, they may explain the circumstances to the Board of Directors, request cooperation from the directors, senior management officers and other relevant personnel, and record the specific circumstances and resolution of the impediments in their work record. If the impediments still cannot be resolved, they may report such situation to the CSRC and the Shanghai Stock Exchange.

functions and powers according to If the independent directors face any the law, they may explain the impediments in the exercise of their circumstances to the Board of functions and powers according to Directors, request cooperation from the law, they may explain the the directors, senior management circumstances to the board of officers and other relevant directors, request cooperation from personnel, and record the specific the directors, senior management circumstances and resolution of the officers and other relevant personnel, impediments in their work record. If and record the specific circumstances the impediments still cannot be and resolution of the impediments in resolved, they may report such their work record. If the situation to the CSRC and the impediments still cannot be Shanghai Stock Exchange. resolved, they may report such situation to the CSRC and the stock If the performance of duties by an exchange. independent director involves information that should be If the performance of duties by an disclosed, the Company shall handle independent director involves the disclosure in a timely manner. If information that should be disclosed, the Company refuses to disclose such the listed company shall handle the information, the independent disclosure in a timely manner. If the director may directly apply for listed company refuses to disclose disclosure or report such matter to such information, the independent the CSRC and the Shanghai Stock director may directly apply for Exchange. disclosure or report such matter to

If the performance of duties by an independent director involves information that should be disclosed, the listed company shall handle the disclosure in a timely manner. If the listed company refuses to disclose such information, the independent director may directly apply for disclosure or report such matter to the CSRC and the stock exchange. ……

– V-46 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and	Serial number and
content of original articles	content of new articles	Reasons for amendments
Article34The Company shall bearall	Article44The Company shall bearthe	Article 39 of the Measures for
expenses for the intermediaries	expenses for the professional	Independent Directors:
engaged by the independent directors	institutions engaged by the
and other necessary expenses they	independent directors and other	The listed company shall bear the
incur in the exercise of their powers.	necessary expenses they incur in the	expenses for the professional
	exercise of their functions and	institutions engaged by the
	powers.	independent directors and other
		necessary expenses they incur in the
		exercise of their functions and
		powers.
Article36The Companymay set up a	Article 45 The Company shall	Article 40 of the Measures for
necessary liability insurance system	purchase liability insurance for	Independent Directors:
for independent directors to reduce	independent directors to reduce the
the risks involved in the normal	risks involved in the normal	The listed company may set up a
performance of duties by independent	performance of duties by independent	liability insurance system for
directors.	directors.	independent directors to reduce the
		risks involved in the normal
		performance of duties by independent
		directors.
Article 35 The Company shall grant	Article 46 The Company shall grant	Article 41 of the Measures for
independent directors an appropriate	independent directors an appropriate	Independent Directors:
amount of allowances. Proposals on	amount of allowances commensurate
the level of allowances shall be	with their duties. Proposals on the	The listed company shall grant
prepared by the Board of Directors,	level of allowances shall be prepared	independent directors an appropriate
approved at a shareholders’ general	by the Board of Directors, approved at	amount of allowances commensurate
meeting, and disclosed in the annual	a shareholders’ general meeting, and	with their duties. Proposals on the
report of the Company or in	disclosed in the annual report of the	level of allowances shall be prepared
accordance with the listing rules of	Company.	by the board of directors, approved at
the place where the shares of the		a shareholders’ general meeting, and
Company are listed.	Save for the above allowances, the	disclosed in the annual report of the
	independent directors shall not obtain	listed company.

Save for the above allowances, the independent directors shall not obtain any other benefits from the Company, its substantial shareholders, de facto controllers or any entity or individual with whom a relationship of interests exists.

Save for the above allowances, the independent directors shall not obtain any other additional, undisclosed benefits from the Company, its substantial shareholders or any entity or individual with whom a relationship of interests exists.

Save for the above allowances, the independent directors shall not obtain any other benefits from the listed company, its substantial shareholders, de facto controllers or any entity or individual with whom a relationship of interests exists.

– V-47 –

APPENDIX V

COMPARISON TABLE OF AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS OF THE COMPANY

Serial number and
content of original articles
Serial number and
content of new articles
Reasons for amendments
Article 37 Any matters not covered
herein shall be governed by the
relevant laws, regulations, rules,
normative documentsand the Articles
of Association. The relevant laws,
regulations,
rules,
normative
documents
and
the
Articles
of
Association shall prevail if they are in
conflict with these Rules.
Article 47 Any matters not covered
herein shall be governed by the
relevant laws, regulations,regulatory
provisions, self-disciplinary rules
and the Articles of Association. The
laws,
regulations,
regulatory
provisions and self-disciplinary
rules as promulgated from time to
time and the Articles of Association
shall prevail if they are in conflict
with
these
Rules
in
terms
of
mandatory provisions.
Adjusted the wording.
Article 39 These Rules shall become
effective upon consideration and
approval at the shareholders’ general
meeting. From the effective date of
these Rules, the existing Rules for
Independent Directors of China
Merchants Securities Co., Ltd. that
were considered and approved at the
2015 fifth extraordinary general
meeting of the Company held on
August
12,
2015
shall
lapse
automatically.
Article 49 These Rules shall become
effective upon consideration and
approval at the shareholders’ general
meeting. From the effective date of
these Rules, the existing Rules for
Independent
Directors
of
China
Merchants Securities Co., Ltd. (Zhao
Zheng Fa [2022] No. 807) that were
considered and approved at the 2022
second extraordinary general meeting
of the Company held onNovember 29,
2022shallbe abolished accordingly.
Adjusted the description on the
abolition of the existing rules.

In addition to the amendments listed in the table above, “proposed appointee(s)” and “nominee(s)” are collectively referred to as “candidate(s) for independent directors” upon the proposed amendments to the Rules for Independent Directors. There are also a few adjustments of punctuation marks.

Upon the above-mentioned proposed amendments to the Rules for Independent Directors, the relevant article numbers shall be adjusted accordingly. Except for the above-mentioned articles, other articles in the original Rules for Independent Directors shall remain unchanged. In the event of any inconsistency between the Chinese version and the English version, the Chinese version shall prevail.

– V-48 –

APPENDIX VI

DETAILS OF THE PROPOSED NON-INDEPENDENT DIRECTORS OF THE EIGHTH SESSION OF THE BOARD

The biographical details of each of the Proposed Non-independent Directors are as follows:

Mr. HUO Da , aged 55, has served as our Chairman of the Board since May 2017, and our Chief Information Officer since March 2022. He was a director of China Merchants Securities International Company Limited (招商證券國際有限公司) from January 2019 to October 2020, the chairman of the board of directors of China Merchants Zhiyuan Capital Investment Co., Ltd. (招商致遠資本投資有限公司) from November 2021 to February 2022 and a member of the Execution Committee of China Merchants Financial Services Business Unit (招商局金融事業群╱平台) from June 2018 to September 2022. He served the CSRC as the principal staff member, deputy division head and division head, an assistant to the head of the Shenzhen office (深圳監管局) of the CSRC, a deputy inspector, deputy director and director of the Market Supervision Department (市場監管部) of the CSRC, a director of the Corporate Bonds Supervision Department (公司債券監管部) of the CSRC, a director of the Research Center (研究中心) of the CSRC, the head of Beijing Institute of Securities and Futures (北京證券期貨研究院), the head of China Institute of Finance and Capital Markets (中證金融研究院) and a part-time member of the 17th Public Offering Review Committee (第十七屆發行審核委員會) of the CSRC successively.

Mr. HUO Da obtained a bachelor’s degree in engineering from Huazhong University of Science and Technology (華中科技大學) (formerly known as Huazhong Institute of Technology (華中理工大學)), a master’s degree in economics from Huazhong University of Science and Technology (華中科技大學) (formerly known as Huazhong Institute of Technology (華中理工大學)) and a doctoral degree in economics from Chinese Academy of Fiscal Sciences (中國財政科學研究院) (formerly known as the Research Institute for Fiscal Science of the Ministry of Finance (財政部財政科學研究所)) in July 1989, April 1994 and January 2008, respectively.

As at the Latest Practicable Date, Mr. HUO Da, through China Merchants Asset Management-China Merchants Securities No.1 Employee Stock Ownership Scheme Single Asset Management Plan (招商資管－招證1號員工持股計劃單一資產管理計劃), holds approximately 531,210 A Shares of the Company, which represents approximately 0.006% of the Company’s total issued Shares.

– VI-1 –

APPENDIX VI

DETAILS OF THE PROPOSED NON-INDEPENDENT DIRECTORS OF THE EIGHTH SESSION OF THE BOARD

Mr. ZHANG Jian , aged 59, has served as a non-executive Director of the Company since August 2023. He has been the chief digital officer (CDO) of China Merchants Group Limited (招商局集團有限公司) (“ China Merchants Group (招商局集團) ”) since January 2019, the director of digital center of China Merchants Group (招商局集團) since May 2019, the deputy general manager (acting as the general manager from April 2023 to September 2023) and person-in-charge of risk management of China Merchants Financial Holdings Co., Ltd. (招商局金融控股有限公司) since September 2022, a director of China Merchants Finance Holdings Co., Ltd. (招商局金融集團有限公司) since September 2015 (concurrently serving as the deputy general manager until February 2019), the vice chairman of China Merchants Capital Investment Co., Ltd. (招商局資本投資有限責任公司) since April 2023, the chairman of China Merchants Commerce Financial Leasing Co., Ltd. (招商局通商融資租賃有限公司) since January 2021, a director of China Merchants Venture Capital Management Co., Ltd. (招商局創新投資管理有限責任公司) since December 2018, the chairman of China Merchants Financial Technology Co., Ltd. (招商局金融科技有限公司) since November 2017, a director of Four Rivers Private Fund Management Co., Ltd. (四源合私募基金管理有限公司) since September 2017, and a director of China Merchants Bank Co., Ltd. (招商銀行股份有限公司) (a company listed on the SSE, stock code: 600036; a company listed on the Hong Kong Stock Exchange, stock code: 03968) since November 2016. He was a director of China Merchants Capital Investment Co., Ltd. (招商局資本投資有限責任公司) from December 2018 to April 2020, the general manager of financial equity management business unit of China Merchants Group (招商局集團) from September 2015 to October 2020, the chairman of China Merchants China Direct Investments Limited (招商局中國基金有限公司) (a company listed on the Hong Kong Stock Exchange, stock code: 00133) from September 2018 to April 2021, the vice chairman of China Merchants Capital Management Co., Ltd. (招商局資本管理有限責任公司) from August 2018 to September 2021, a director of China Merchants Union (BVI) Limited (招商局聯合發展有限公司) from October 2018 to October 2021, and a standing vice chairman of the Execution Committee of China Merchants Financial Services Business Unit (招商局金融事業群╱平台) from June 2018 to September 2022. Mr. ZHANG Jian held multiple positions in China Merchants Bank Co., Ltd. (招商銀行股份有限公司) (a company listed on the SSE, stock code: 600036; a company listed on the Hong Kong Stock Exchange, stock code: 03968) and its branches.

Mr. ZHANG Jian obtained a bachelor’s degree in economic management from Nanjing University (南京大學) in July 1986 and a master’s degree in econometrics from Nanjing University (南京大學) in January 1989, respectively.

– VI-2 –

APPENDIX VI

DETAILS OF THE PROPOSED NON-INDEPENDENT DIRECTORS OF THE EIGHTH SESSION OF THE BOARD

Mr. DENG Weidong , aged 56, has served as a non-executive Director of the Company since April 2022. He has been the Chief Strategy Officer of China Merchants Group (招商局集團) since August 2022, the head of the Strategic Development Department/Technological Innovation Department of China Merchants Group (招商局集團) since August 2021, a director of Chongqing Globebill Crossborder Technology Co., Ltd. (重慶錢寶跨境科技有限公司) since April 2014, a director of China Merchants Energy Shipping Co., Ltd. (招商局能源運輸股份有限公司) (a company listed on the SSE, stock code: 601872) since April 2019 (the vice chairman since August 2023), a director of China Merchants Taiping Bay Development Investment Co., Ltd. (招商局太平灣開發投資有限公司) since April 2020, a director of China International Marine Containers (Group) Co., Ltd. (中國國際海運集裝箱（集團）股份有限公司) (a company listed on the SZSE, stock code: 000039; a company listed on the Hong Kong Stock Exchange, stock code: 02039) since October 2020, and a director of Sinotrans Limited (中國外運股份有限公司) (a company listed on the SSE, stock code: 601598; a company listed on the Hong Kong Stock Exchange, stock code: 00598) since November 2021. He was the chairman of the board of directors and general manager of Shenzhen Zhaoguang Investment Co., Ltd. (深圳市招廣投資有限公司) from May 2020 to May 2022, a director of China Merchants Port Holdings Company Limited (招商局港口控股有限公司) (a company listed on the Hong Kong Stock Exchange, stock code: 00144) from October 2021 to December 2022, a director of China Merchants Shekou Industrial Zone Holdings Co., Ltd. (招商局蛇口工業區控股股份有限公司) (a company listed on the SZSE, stock code: 001979) from October 2021 to November 2022, the general manager and a director of China Economic and Trade Shipping Co., Ltd. (中國經貿船務有限公司) from February 2021 to September 2022, a director of SF Holding Co., Ltd. (順豐控股股份有限公司) (a company listed on the SZSE, stock code: 002352) from April 2019 to December 2022, a director of China Merchants Property Operation & Service Co., Ltd. (招商局積餘產業運營服務股份有限公司) (a company listed on the SZSE, stock code: 001914) from December 2019 to April 2021, the head of the Capital Investment & Management Department of China Merchants Group (招商局集團) from January 2015 to August 2021, a director of China Merchants Venture Capital Management Co., Ltd. (招商局創新投資管理有限責任公司) from August 2021 to August 2022, and a director and the general manager of China Merchants Investment Development Company Limited (招商局投資發展有限公司) from April 2020 to September 2022. He worked at Hainan Yangpu Economic Development Zone Administration Bureau (海南省洋浦經濟開發區管理局), and successively served as a deputy general manager and the general manager of the Research and Development Department of China Nanshan Development (Group) Inc. (中國南山開發（集團）股份有限公司), the deputy general manager of Chiwan Container Terminal Co., Ltd. (赤灣集裝箱碼頭有限公司), the general manager of Shenzhen Mawan Port Service Co., Ltd. (深圳媽灣港務有限公司), and a deputy general manager of China Merchants Holdings (International) Company Limited (招商局國際有限公司) (currently known as China Merchants Port Holdings Company Limited (招商局港口控股有限公司), a company listed on the Hong Kong Stock Exchange, stock code: 00144).

Mr. DENG Weidong graduated with a doctoral degree of Science in Physical Geography from the Department of Geodetic and Marine Sciences from Nanjing University (南京大學) in September 1994.

– VI-3 –

APPENDIX VI

DETAILS OF THE PROPOSED NON-INDEPENDENT DIRECTORS OF THE EIGHTH SESSION OF THE BOARD

Mr. LIU Weiwu , aged 59, has served as our non-executive Director since June 2021. He has been the head of the finance department (property rights department) of China Merchants Group (招商局集團) since December 2020, an independent non-executive director of AviChina Industry & Technology Company Limited (中國航空科技工業股份有限公司) (a company listed on the Hong Kong Stock Exchange, stock code: 02357) since June 2018, a director of China Merchants International Finance Company Limited (招商局國際財務有限公司) and Liaoning Port Group Limited (遼寧港口集團有限公司) since March 2021, an executive director of China Merchants Sharing Services Co., Ltd. (招商局共享服務有限公司) since April 2021, a director of China Merchants Port Group Co., Ltd. (招商局港口集團股份有限公司) (a company listed on the SZSE, stock code: 001872) since May 2021, a director of China Merchants Life Insurance Company Limited (招商局仁和人壽保險股份有限公司) since June 2021, and a director of China Merchants Union (BVI) Limited (招商局聯合發展有限公司) since October 2021 (and the chairman of the board of directors since June 2023). He was the deputy general manager of China Merchants Energy Shipping Co., Ltd. (招商局能源運輸股份有限公司) (a company listed on the SSE, stock code: 601872) from February 2016 to January 2021, a director of China LNG Shipping (Holdings) Limited (中國液化天然氣運輸（控股）有限公司) from March 2009 to February 2021, the chairman of the supervisory committee of Nanjing Tanker Corporation (招商局南京油運股份有限公司) (a company listed on the SSE, stock code: 601975) from April 2021 to October 2021, an executive director and then non-executive director of China Merchants Port Holdings Company Limited (招商局港口控股有限公司) (a company listed on the Hong Kong Stock Exchange, stock code: 00144) from March 2021 to December 2022, a director of China Merchants Industry Holdings Co., Ltd. (招商局工業集團有限公司) and China Merchants Chongqing Communications Technology Research & Design Institute Co., Ltd. (招商局重慶交通科研設計院有限公司) from March 2021 to September 2022, a non-executive director of Sinotrans Limited (中國外運股份有限公司) (a company listed on the SSE, stock code: 601598; a company listed on the Hong Kong Stock Exchange, stock code: 00598) and a director of China Merchants Investment Development Company Limited (招商局投資發展有限公司) from June 2021 to September 2022, a director of China Merchants Taiping Bay Development Investment Co., Ltd. (招商局太平灣開發投資有限公司) from July 2021 to September 2022, a director of China Merchants Testing Technology Holdings Co., Ltd. (招商局檢測技術控股有限公司) from February 2022 to September 2022, a director of China Merchants Group Finance Co., Ltd. (招商局集團財務有限公司) from March 2022 to September 2022, a director of China Merchants Zhangzhou Development Zone Co., Ltd. (招商局漳州開發區有限公司) from March 2021 to November 2022, and a director of China Merchants Expressway Network & Technology Holdings Co., Ltd. (招商局公路網絡科技控股股份有限公司) (a company listed on the SZSE, stock code: 001965) from April 2021 to January 2023. He served as the head of Treasury Division of Financial Department of Guangzhou Ocean Shipping Company (廣州遠洋運輸公司), the manager of Financial

– VI-4 –

APPENDIX VI

DETAILS OF THE PROPOSED NON-INDEPENDENT DIRECTORS OF THE EIGHTH SESSION OF THE BOARD

Department of Hong Kong Ming Wah Shipping Company Limited (香港明華船務有限公司), the deputy general manager of the Finance Department of China Merchants Group (招商局集團), a director and the Chief Financial Officer of China Merchants Energy Shipping Co., Ltd. (招商局能源運輸股份有限公司), and the chairman of the board of directors of China Merchants Investment Development (Hong Kong) Limited (招商局投資發展（香港）有限公司) (formerly known as Sinotrans Shipping Limited (中外運航運有限公司)).

Mr. LIU Weiwu obtained a Bachelor ’s degree in Transportation Financial Accounting from Xi’an Highway Institute (西安公路學院) and a master’s degree of Business Administration from Macau University of Science and Technology (澳門科技大學) in July 1988 and January 2008, respectively. He also obtained the intermediate accountant qualification in May 2005.

Mr. WU Zongmin , aged 58, has served as an executive Director of the Company since April 2022, and our President since January 2022. He served as a deputy director (standing) of the Execution Committee of China Merchants Financial Services Business Unit (招商局金融事業群╱平台) from April 2021 to October 2021; he served as an executive member (standing) of the Execution Committee of China Merchants Financial Services Business Unit (招商局金融事業群╱平台) from June 2018 to April 2021; he concurrently served as a director of China Merchants Insurance Holdings Company Limited (招商局保險控股有限公司) and the chairman of the board of directors of CM Houlder Insurance Brokers Limited (招商海達保險顧問有限公司) from February 2019 to November 2021; and he concurrently served as a director of China Merchants Life Insurance Company Limited (招商局仁和人壽保險股份有限公司) from March 2019 to October 2021. Mr. WU Zongmin held various positions in China Pacific Insurance (Group) Co., Ltd. (中國太平洋保險（集團）股份有限公司) (a company listed on the SSE, stock code: 601601; a company listed on the Hong Kong Stock Exchange, stock code: 02601) and its subsidiaries, and his last positions were the vice president of China Pacific Insurance (Group) Co., Ltd. (中國太平洋保險（集團）股份有限公司), a director of China Pacific Property Insurance Co., Ltd. (中國太平洋財產保險股份有限公司), a director of China Pacific Life Insurance Co., Ltd. (中國太平洋人壽保險股份有限公司), a director of Pacific Asset Management Co., Ltd. (太平洋資產管理有限責任公司) and a director of CPIC Allianz Health Insurance Co., Ltd. (太保安聯健康保險股份有限公司) (currently known as Pacific Health Insurance Co., Ltd. (太平洋健康保險股份有限公司)). Mr. WU Zongmin also served as a deputy general manager of China Merchants Finance Holdings Co., Ltd. (招商局金融集團有限公司) and the general manager of China Merchants Renhe Property Insurance Company Limited (招商局仁和財產保險股份有限公司) (preparatory).

– VI-5 –

APPENDIX VI

DETAILS OF THE PROPOSED NON-INDEPENDENT DIRECTORS OF THE EIGHTH SESSION OF THE BOARD

Mr. WU Zongmin received his bachelor’s degree in engineering from Shanghai Jiaotong University (上海交通大學) in July 1986, a master’s degree in engineering from Shanghai Jiaotong University (上海交通大學) in January 1989 and a master’s degree in business administration from China Europe International Business School (中歐國際工商學院) in September 2007. Mr. WU Zongmin holds the title of Senior Economist and is a member of the Associateship of the Chartered Insurance Institute (英國特許保險協會) (ACII).

Mr. LI Xiaofei , aged 53, has served as a non-executive Director of the Company since January 2023, and served as our Supervisor from July 2014 to January 2023. He has been the deputy general manager of the human resources department of China Merchants Group (招商局集團) since December 2021, and a director of China Merchants Investment Development Company Limited (招商局投資發展有限公司) and China Merchants Hoi Tung Trading Company Limited (招商局海通貿易有限公司) since September 2022. He was an assistant to general manager of China Merchants Finance Holdings Co., Ltd. (招商局金融集團有限公司) from November 2014 to November 2017, a deputy general manager of China Merchants Finance Holdings Co., Ltd. (招商局金融集團有限公司) from November 2017 to February 2019, an executive member (standing) of the Execution Committee of China Merchants Financial Services Business Unit (招商局金融事業群╱平台) from June 2018 to December 2021, and a supervisor of China Great Wall Securities Co., Ltd. (長城證券股份有限公司) (a company listed on the SZSE, stock code: 002939) from July 2015 to June 2023. He held such positions as a secretary (chief at section level) of the general manager office, a deputy manager of the planning and development department and deputy manager of the leasing department of Shenzhen Nanyou (Holdings) Ltd. (深圳市南油（集團）有限公司), a manager of the administration and human resources department and a secretary to the board of directors of Grand Auto Park Company Limited (深圳市平方汽車園區有限公司), a senior manager of the human resources department of China Merchants Group (招商局集團), and a general manager of the human resources department of China Merchants Finance Holdings Co., Ltd. (招商局金融集團有限公司).

Mr. LI Xiaofei obtained a master’s degree in economics majoring in labor economics from Renmin University of China (中國人民大學) in January 2004.

– VI-6 –

APPENDIX VI

DETAILS OF THE PROPOSED NON-INDEPENDENT DIRECTORS OF THE EIGHTH SESSION OF THE BOARD

Mr. MA Boyin , aged 49, has served as the deputy general manager, chief compliance officer (and compliance officer) and a secretary of the Discipline Inspection Commission of China Merchants Financial Holdings Co., Ltd. (招商局金融控股有限公司) since September 2022, a director of China Merchants Financial Holdings (Hong Kong) Company Limited (招商局金融控股（香港）有限公司) since December 2022, a supervisor of China Great Wall Securities Co., Ltd. (長城證券股份有限公司) (a company listed on the SZSE, stock code: 002939) since June 2023, and a director of Bosera Asset Management Co., Limited (博時基金管理有限公司) since August 2023. He was an executive member (standing) of the Execution Committee of China Merchants Financial Services Business Unit (招商局金融事業群╱平台) from September 2018 to June 2021, and the secretary of the Discipline Inspection Commission of China Merchants Financial Services Business Unit (招商局金融事業群╱平台) from June 2021 to September 2022. He served as a cadre, the head of the Propaganda Department and the deputy secretary of the Youth League Committee of Peking University (北京大學團委), a deputy division-level cadre, the deputy director and the director of the Organization Division under the Organization Department of the Party Committee (黨委組織部組織處) of China Insurance Regulatory Commission (中國保險監督管理委員會) (“ CIRC ”, currently known as the State Administration of Financial Supervision and Administration (國家金融監督管理總局)), the leader of the Guangzhou-Shenzhen Working Group under the China Insurance Risk Working Group (駐中華保險風險處置工作組廣深工作組) of CIRC, the assistant to the general manager and the deputy general manager of China United Insurance Holding Company Limited (中華聯合保險控股股份有限公司)/China United Insurance Group Company Limited (中華聯合保險集團股份有限公司), the deputy director of the Qingdao Bureau (青島監管局) of CIRC, a deputy inspector of the General Office (辦公廳) of CIRC (during such period, he acted as the deputy secretary-general of the Shenzhen Municipal Government), and the deputy general manager of China Merchants Finance Holdings Co., Ltd. (招商局金融集團有限公司).

Mr. MA Boyin obtained a bachelor’s degree in economic law/international economic law, a master’s degree in economic law and a doctoral degree in international law (majoring in international financial law) from Peking University (北京大學) in July 1997, July 2001 and January 2010, respectively.

– VI-7 –

APPENDIX VI

DETAILS OF THE PROPOSED NON-INDEPENDENT DIRECTORS OF THE EIGHTH SESSION OF THE BOARD

Mr. HUANG Jian , aged 54, has served as a non-executive Director of the Company since August 2012. He has been the general manager of the capital operation department of China COSCO Shipping Corporation Limited (中國遠洋海運集團有限公司) since September 2016, a non-executive director of COSCO SHIPPING Development Co., Ltd. (中遠海運發展股份有限公司) (a company listed on the SSE, stock code: 601866; a company listed on the Hong Kong Stock Exchange, stock code: 02866) since June 2016, a director of Lanhai Medical Investment Co., Ltd. (覽海醫療產業投資股份有限公司) since May 2017, a director of COSCO SHIPPING Captive Insurance Co., Ltd. (中遠海運財產保險自保有限公司) since August 2017, and a director of SAIC Motor Corporation Limited (上海汽車集團股份有限公司) (a company listed on the SSE, stock code: 600104) since June 2023. He was a director of Shanghai Rural Commercial Bank Co., Ltd. (上海農村商業銀行股份有限公司) (a company listed on the SSE, stock code: 601825) from June 2018 to December 2022. He successively served as the head of the capital management department of the finance and capital division of China Ocean Shipping (Group) Company (中國遠洋運輸（集團）總公司), a vice president and the general manager of the finance department of COSCO Logistics (Americas), Inc. (中遠物流（美洲）有限公司) (formerly known as Intermodal Bridge Services Inc. (中遠美國內陸運輸公司)), the general manager of the finance department and the chief financial officer of COSCO Americas Inc. (中遠美洲公司), the deputy general manager of the finance department of China Ocean Shipping (Group) Company (中國遠洋運輸（集團）總公司), the deputy general manager (person-in-charge) of the capital operation department of China COSCO Shipping Corporation Limited (中國遠洋海運集團有限公司), and a director of COSCO SHIPPING Technology Co., Ltd. (中遠海運科技股份有限公司) (a company listed on the SZSE, stock code: 002401).

Mr. HUANG Jian obtained a bachelor’s degree in economics majoring in auditing from Capital University of Economics and Business (首都經濟貿易大學) (formerly known as Beijing Institute of Finance and Trade (北京財貿學院)) and a master’s degree in business administration from Beijing Institute of Technology (北京理工大學) in July 1992 and March 2002, respectively. Mr. HUANG obtained the qualifications of accountant and senior accountant from the Ministry of Finance in May 1997 and December 2015, respectively.

– VI-8 –

APPENDIX VI

DETAILS OF THE PROPOSED NON-INDEPENDENT DIRECTORS OF THE EIGHTH SESSION OF THE BOARD

Mr. ZHANG Mingwen , aged 45, has served as an executive director and the general manager (acting as the chairman since November 2023) of COSCO SHIPPING Development Co., Ltd. (中遠海運發展股份有限公司) (a company listed on the SSE, stock code: 601866; a company listed on the Hong Kong Stock Exchange, stock code: 02866) since June 2022, and a director and the general manager of COSCO Shipping (Shanghai) Investment Management Co., Ltd. (中遠海運（上海）投資管理有限公司) since December 2022. He served as the chief financial officer of COSCO SHIPPING Holdings Co., Ltd. (中遠海運控股股份有限公司) (a company listed on the SSE, stock code: 601919; a company listed on the Hong Kong Stock Exchange, stock code: 01919) from July 2018 to June 2022, and the chief financial officer of Orient Overseas (International) Limited (東方海外（國際）有限公司) (a company listed on the Hong Kong Stock Exchange, stock code: 00316) and a director, the chief financial officer and a member of the executive committee of Orient Overseas Container Line Limited (東方海外貨櫃航運有限公司) from August 2018 to June 2022. He successively served as a deputy section chief and vice director of the capital centre of the planning and finance department, the assistant to the general manager of the planning and finance department and an assistant to the general manager of the financial capital department of China Shipping (Group) Company (中國海運（集團）總公司), and a deputy chief financial officer and the chief financial officer of COSCO SHIPPING Development Co., Ltd. (中遠海運發展股份有限公司) (a company listed on the SSE, stock code: 601866; a company listed on the Hong Kong Stock Exchange, stock code: 02866, formerly known as China Shipping Container Lines Company Limited (中海集裝箱運輸股份有限公司)).

Mr. ZHANG Mingwen obtained a bachelor’s degree in investment economics from the School of Finance under Shanghai University of Finance and Economics (上海財經大學金融學院) in June 1999, and a master’s degree in business administration from Antai College of Economics & Management under Shanghai Jiao Tong University (上海交通大學安泰經濟與管理學院) in January 2007, respectively. He is a Chartered Financial Analyst (CFA) and a senior accountant.

– VI-9 –

APPENDIX VI

DETAILS OF THE PROPOSED NON-INDEPENDENT DIRECTORS OF THE EIGHTH SESSION OF THE BOARD

Ms. DING Lusha , aged 44, has served as a non-executive Director of the Company since June 2023. She has been the general manager of the investment business department of PICC Life Insurance Company Limited (中國人民人壽保險股份有限公司) since November 2023, a supervisor of China Securities Credit Investment Co., Ltd. (中證信用增進股份有限公司) since June 2020, a supervisor of PICC Health & Senior Care Management (Guangzhou) Co., Ltd. (人保健康養老管理（廣州）有限公司) since July 2023, and a director of PICC Financial Services Company Limited (人保金融服務有限公司) since September 2023. She was a level II senior expert of the investment department of PICC Pension Company Limited (中國人民養老保險有限責任公司) from October 2022 to January 2023, the deputy general manager of the investment business department of PICC Life Insurance Company Limited (中國人民人壽保險股份有限公司)from January 2023 to November 2023, and successively served as the team leader of the secretariat of president’s office/party committee office, a manager and senior manager of the investment management division of the investment and financial management department, a senior manager of the asset allocation division and senior manager of the inclusive finance management division of the investment and financial management department, a senior expert of the investment management department, and a level II senior expert of the investment management department of The People’s Insurance Company (Group) of China Limited (中國人民保險集團股份有限公司) (a company listed on the SSE, stock code: 601319; a company listed on the Hong Kong Stock Exchange, stock code: 01339) from June 2008 to October 2022.

Ms. DING Lusha obtained a bachelor’s degree in law from Beihang University (北京航空航天大學) in July 2001, and a master’s degree in law from the Graduate School of Chinese Academy of Social Sciences (中國社會科學院研究生院) in June 2007, respectively.

Mr. HUO Da and Mr. WU Zongmin will receive emoluments according to the Company’s Scheme of Management Methods of the Remuneration of Senior Management during their terms as Directors, and the other Proposed Non-independent Directors will not receive any emoluments from the Company. Each of the Proposed Non-independent Directors will enter into a service contract with the Company upon approval by the Shareholders at the EGM on his/her proposed election.

Each of the Proposed Non-independent Directors confirmed that, save as those disclosed above, as of the Latest Practicable Date: (1) he/she does not hold any other position in the Company or any of its subsidiaries, nor has he/she held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (2) he/she does not have any relationship with any other Director, Supervisor, senior management, substantial Shareholder or controlling Shareholder of the Company; (3) he/she does not have any interests in the Shares of the Company as defined in Part XV of the SFO; and (4) he/she does not have any matter regarding his/her proposed election which shall be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor is there any other matter regarding his/her proposed election that need to be brought to the attention of the Shareholders.

– VI-10 –

APPENDIX VII

DETAILS OF THE PROPOSED INDEPENDENT DIRECTORS OF THE EIGHTH SESSION OF THE BOARD

The biographical details of each of the Proposed Independent Directors are as follows:

Mr. YIP, Ying Chi Benjamin , aged 60, has served as a director and responsible officer of Alex KY Wong Asset Management Company Limited (黃國英資產管理有限公司) (formerly known as Benington Capital Partners Limited (柏寧頓資本有限公司), a corporation licensed to carry out Type 4 (advising on securities) and Type 9 (asset management) regulated activities under the SFO) since February 2020, and a director of IR Sensor Technology Limited (紅外芯科技有限公司) since September 2019. He was a director, chief investment officer and responsible officer of Benington Capital Limited (柏寧頓資本管理有限公司) (currently known as Nan Guo International Asset Management Limited (南國國際資產管理有限公司)) from October 2014 to February 2020. He was an account manager of the credit and marketing department of the Hong Kong branch of Standard Chartered Bank (渣打銀行香港分行), a manager of the corporate banking division of the Hong Kong branch of Bank Austria (奧地利銀行香港分行), a vice president of the investment banking division of Societe Generale Asia Limited (法國興業亞洲有限公司), the managing director of Ka Wah Capital Limited (嘉華金融有限公司), a director of Gain Forever Investment Limited (恒豐投資有限公司), a vice president of the investment department of Dryden Securities (Hong Kong) Limited (美國培基證券有限公司) (currently known as FT Securities Limited (富通證券有限公司)), the investment director of the global private client department of Merrill Lynch (Asia Pacific) Limited (美林（亞太）有限公司), the managing director and head of investment banking division of Baron Asia Limited (建勤亞洲有限公司) (currently known as BGI Capital Limited (金泉金融有限公司)), a director and president of Oriental Ginza Holdings Limited (東方銀座控股有限公司) (currently known as Carnival Group International Holdings Limited (嘉年華國際控股有限公司)), a director and responsible officer of Capital Instinct Limited (資本觸覺資產管理有限公司), and a director and responsible officer of Value Star Asset Management (Hong Kong) Limited (恒星資產管理（香港）有限公司) (a corporation licensed to carry out Type 9 regulated activity under the SFO).

Mr. YIP, Ying Chi Benjamin obtained a bachelor’s degree in business administration from the Chinese University of Hong Kong (香港中文大學), a master’s degree in business administration from the University of Hong Kong (香港大學) and a master’s degree in accounting from Victoria University (維多利亞大學) in Australia in May 1987, May 1993 and July 1996, respectively. Mr. YIP, Ying Chi Benjamin is a Fellow of Chartered Professional Accountants of Australia (FCPA (Australia)) and holds the professional qualification of Certified International Investment Analyst (CIIA).

– VII-1 –

APPENDIX VII

DETAILS OF THE PROPOSED INDEPENDENT DIRECTORS OF THE EIGHTH SESSION OF THE BOARD

Ms. ZHANG Ruijun , aged 62, has served as a partner and the chief executive officer of Y&R Capital Management (Beijing) Co., Ltd. (雅瑞和宜資本管理（北京）有限責任公司) since July 2015, an executive director of Beijing Universal Pioneering Technology Co., Ltd. (北京博創興盛科技有限公司) since June 2012, an independent non-executive director of Inspur Digital Enterprise Technology Limited (浪潮數字企業技術有限公司) (a company listed on the Hong Kong Stock Exchange, stock code: 00596) since April 2014, a director of UML-TECH Co., Ltd. (博創聯動科技股份有限公司) since January 2016, a director of Beijing Dawei Laser Technology Co., Ltd. (北京大威激光科技有限公司) since July 2016, a director of Beijing Duodian Online Technology Co., Ltd. (北京多點在線科技有限公司) since November 2016, a director of Nuosikai Technology (Beijing) Co., Ltd. (諾思凱科技（北京）有限公司) since September 2020, the general manager of Hainan Ruijing Investment Co., Ltd. (海南瑞晶投資有限責任公司) since March 2021, a director of Suzhou Racosensor Technology Co., Ltd. (蘇州理工雷科傳感技術有限公司) since April 2021, a director of Beijing X-Magtech Technologies Co., Ltd. (北京未磁科技有限公司) since May 2021, and an independent director of Tinavi Medical Technologies Co., Ltd. (北京天智航醫療科技股份有限公司) (a company listed on the SSE, stock code: 688277) since September 2023. She successively served as an associate professor and a professor at Renmin University of China (中國人民大學) from December 1992 to November 2022.

Ms. ZHANG Ruijun obtained a bachelor’s degree in mechanical manufacturing technology and equipment from Xinjiang University (新疆大學) (formerly known as Xinjiang Institute of Technology (新疆工學院)), a master’s degree in software from the Computer Department of Northwest University (西北大學) and a doctoral degree in accounting from Renmin University of China (中國人民大學) in July 1983, June 1988 and July 2002, respectively.

Mr. CAO Xiao , aged 53, has served as the assistant to the dean of the School of Finance under Shanghai University of Finance and Economics since October 2014, a professor at the School of Finance under Shanghai University of Finance and Economics since June 2021, the director of the Quantitative Finance Research Center (量化金融研究中心) under Shanghai University of Finance and Economics since June 2015, a researcher of the Shanghai Institute of International Finance Center (上海國際金融中心研究院) under Shanghai University of Finance and Economics since June 2017, a researcher of the Shanghai Institute of International Finance and Economics (上海國際金融與經濟研究院) under Shanghai University of Finance and Economics since October 2018, the dean of the Institute of Pan-Yangtze River Delta Transaction Bank and Industry Chain Finance (泛長三角交易銀行暨產業鏈金融研究院) under Shanghai University of Finance and Economics since November 2018, and an independent director of Huaan Securities Co., Ltd. (華安證券股份有限公司) (a company listed on the SSE, stock code: 600909) since December 2020. He was an associate professor at the School of Finance under Shanghai University of Finance and Economics from June 2007 to June 2021. He served as a researcher of the Fund Department of Fullgoal Fund Management Company Limited (富國基金管理有限公司).

– VII-2 –

APPENDIX VII

DETAILS OF THE PROPOSED INDEPENDENT DIRECTORS OF THE EIGHTH SESSION OF THE BOARD

Mr. CAO Xiao obtained a bachelor’s degree in materials from Xi’an Jiaotong University (西安交通大學) in July 1992, and a doctorate degree in finance from Xi’an Jiaotong University (西安交通大學) in November 2003, respectively.

Mr. FENG Jinhua , aged 67, has served as an independent non-executive Director of the Company since November 2022. He has been an independent non-executive director of CIMC Vehicles (Group) Co., Ltd. (中集車輛（集團）股份有限公司) (“ CIMC Vehicles (中集車輛) ”) (a company listed on the SZSE, stock code: 301039; a company listed on the Hong Kong Stock Exchange, stock code: 01839) since June 2019. Mr. FENG Jinhua served as a vice section chief, the section chief, a vice division chief, the division chief of the finance department, a vice chief accountant and the chief accountant of Qingdao Ocean Shipping Company (青島遠洋運輸公司), the general manager of the finance department of China Ocean Shipping (Group) Company (中國遠洋運輸（集團）總公司), the chief financial officer of COSCO SHIPPING Holdings Co., Ltd. (中遠海運控股股份有限公司) (formerly known as China COSCO Holdings Company Limited (中國遠洋控股股份有限公司)) (a company listed on the SSE, stock code: 601919; a company listed on the Hong Kong Stock Exchange, stock code: 01919), a vice managing director of COSCO Pacific Limited (中遠太平洋有限公司), the chief financial officer of COSCO (Hong Kong) Group Limited (中遠（香港）集團有限公司), and a non-executive director of CIMC Vehicles (中集車輛) (a company listed on the SZSE, stock code: 301039; a company listed on the Hong Kong Stock Exchange, stock code: 01839).

Mr. FENG Jinhua graduated from Qingdao Ocean Shipping Mariners College (青島遠洋船員學院) in the PRC, majoring in accounting, in July 1986, and obtained an Executive Master of Business Administration degree from the Business School of the University of International Business and Economics (對外經濟貿易大學) in the PRC in December 2006. He was awarded the senior accountant qualification by China Road and Bridge Corporation (中國路橋（集團）總公司) in September 2005, the title of excellent accountant in transportation industry by the China Communications Accounting Society (中國交通會計學會) in April 2006 and the title of outstanding informatization application promoter by the National Informatization Evaluation Center (國家信息化測評中心) in February 2007.

Each of the Proposed Independent Directors will receive RMB200,000 (before tax) per annum as director’s emoluments from the Company during his/her term as a Director, which was determined according to his/her duties and responsibilities in the Company. Each of the Proposed Independent Directors will enter into a service contract with the Company upon approval by the Shareholders at the EGM on his/her proposed election.

– VII-3 –

APPENDIX VII

DETAILS OF THE PROPOSED INDEPENDENT DIRECTORS OF THE EIGHTH SESSION OF THE BOARD

Mr. YIP, Ying Chi Benjamin has many years of experience in the investment management industry; Ms. ZHANG Ruijun has many years of experience in financial informatization as well as risk management industries; Mr. CAO Xiao has many years of experience in the financial research industry; and Mr. FENG Jinhua has many years of experience in the ocean transportation, shipping and logistics industries. Therefore, the Proposed Independent Directors can promote the Board diversity and bring richer perspectives, professional knowledge and experience in investment, financial informatization, finance and transportation industries to the Board. When determining the nominations of the independent non-executive Directors of the Company, the Company considered the diversity of Board members in several aspects, including but not limited to gender, age, cultural and educational background, professional experience, skills and knowledge and the contribution and value that can be provided to the Board, and the benefits from the diversity of the Board have been taken into full consideration according to their objective conditions. The selection of Board members shall be conducted in accordance with laws, regulations and relevant requirements of securities regulatory authorities. In accordance with the Company’s Board diversity policy and nomination policy, as well as the recommendations of the nomination committee under the Board, the Board has comprehensively considered the above-mentioned Proposed Independent Directors’ educational background, knowledge, skills, experience and contribution that can be provided to the Board, and proposed to elect them as independent non-executive Directors of the eighth session of the Board of the Company. The Company considers that each of the Proposed Independent Directors is independent in accordance with the independence guidelines set out in the Listing Rules and the relevant rules of the SSE.

Each of the Proposed Independent Directors confirmed that, save as those disclosed above, as of the Latest Practicable Date: (1) he/she does not hold any other position in the Company or any of its subsidiaries, nor has he/she held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (2) he/she does not have any relationship with any other Director, Supervisor, senior management, substantial Shareholder or controlling Shareholder of the Company; (3) he/she does not have any interests in the Shares of the Company as defined in Part XV of the SFO; and (4) he/she does not have any matter regarding his/her proposed election which shall be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor is there any other matter regarding his/her proposed election that need to be brought to the attention of the Shareholders.

– VII-4 –

APPENDIX VIII

DETAILS OF THE PROPOSED SHAREHOLDERS’ REPRESENTATIVE SUPERVISORS OF THE EIGHTH SESSION OF THE SUPERVISORY COMMITTEE

The biographical details of each of the Proposed Shareholders’ Representative Supervisors are as follows:

Mr. ZHU Eric Liwei , aged 52, has served as a Supervisor of the Company since August 2023. He has been the deputy general manager of China Merchants Financial Holdings Co., Ltd. (招商局金融控股有限公司) since September 2022, a director of Yintong Qianhai Financial Asset Exchange (深圳市銀通前海金融資產交易中心有限公司) (formerly known as CMB Qianhai Financial Asset Exchange (深圳市招銀前海金融資產交易中心有限公司)) since December 2015 and the chairman since September 2019, a supervisor of China Merchants Financial Leasing Co., Ltd. (招商局融資租賃有限公司) since June 2016, the chairman of CM Houlder Insurance Brokers Limited (招商海達保險顧問有限公司) since March 2022, and a director of CMB Wing Lung Insurance Company Limited (招商永隆保險有限公司) since December 2023. He was an executive member (standing) of the Execution Committee of China Merchants Financial Services Business Unit (招商局金融事業群╱平台) from June 2018 to September 2022, a director of China Merchants Group Finance Co., Ltd. (招商局集團財務有限公司) from June 2018 to January 2023, and a director of the Company from August 2007 to May 2014. Mr. ZHU Eric Liwei served as a manager of Far Eastern Furnishings Co., Ltd. (Middle East) (遠東傢俱有限公司（中東）), an account manager of the Small and Medium Enterprise Business Center (Toronto) of Canadian Imperial Bank of Commerce (加拿大帝國商業銀行) (a company listed on the New York Stock Exchange, stock code: CM; a company listed on the Toronto Stock Exchange, stock code: CM), an assistant director of the finance department of Lenovo Group Limited (聯想集團有限公司) (a company listed on the Hong Kong Stock Exchange, stock code: 00992), a senior manager of the performance reform department of PricewaterhouseCoopers (普華永道會計師事務所), an assistant to general manager and the deputy general manager of China Merchants Finance Holdings Co., Ltd.(招商局金融集團有限公司), a director of China Merchants Commerce Financial Leasing Co., Ltd. (招商局通商融資租賃有限公司), and a director of China Merchants Ping An Asset Management Co., Ltd. (深圳市招商平安資產管理有限責任公司).

Mr. ZHU Eric Liwei obtained a bachelor’s degree in analytical chemistry from Hunter College of the City University of New York (紐約市立大學) in the United States in July 1994, and a master’s degree in finance and accounting from the Schulich School of Business at York University (約克大學) in Canada in November 2001, respectively.

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APPENDIX VIII

DETAILS OF THE PROPOSED SHAREHOLDERS’ REPRESENTATIVE SUPERVISORS OF THE EIGHTH SESSION OF THE SUPERVISORY COMMITTEE

Mr. WANG Zhangwei , aged 51, has served as a Supervisor of the Company since June 2017. He has been the chief auditor (首席稽核官) of China Merchants Financial Holdings Co., Ltd. (招商局金融控股有限公司) since September 2022, a director of Shenzhen Yan Qing Investment and Development Co., Ltd. (深圳市晏清投資發展有限公司), Shenzhen Chu Yuan Investment and Development Co., Ltd. (深圳市楚源投資發展有限公司) and Shenzhen Jisheng Investment Development Co., Ltd. (深圳市集盛投資發展有限公司) since November 2014, a director of Shenzhen New Jiangnan Investment Co., Ltd. (深圳新江南投資有限公司) since June 2015, and a director of China Great Wall Securities Co., Ltd. (長城證券股份有限公司) (a company listed on the SZSE, stock code: 002939) since June 2023. He was the chief auditor (首席稽核官) of China Merchants Financial Services Business Unit (招商局金融事業群╱平台) from April 2019 to September 2022, and a supervisor of China Merchants Finance Investment Holdings Co., Ltd. (深圳市招融投資控股有限公司) (currently known as China Merchants Financial Holdings Co., Ltd. (招商局金融控股有限公司)) from September 2011 to September 2022. He served as a manager of the audit department of China Merchants Shekou Holdings Co., Ltd. (招商局蛇口控股股份有限公司), a manager of the finance department of China Merchants Technology Holdings Co., Ltd. (招商局科技集團有限公司), a senior manager of the audit department of China Merchants Group (招商局集團), a general manager of the finance department of China Merchants Finance Holdings Co., Ltd. (招商局金融集團有限公司), a general manager of Shenzhen Jisheng Investment Development Co., Ltd. (深圳市集盛投資發展有限公司), Shenzhen Chu Yuan Investment and Development Co., Ltd. (深圳市楚源投資發展有限公司) and Shenzhen Yan Qing Investment and Development Co., Ltd. (深圳市晏清投資發展有限公司), and an assistant to general manager of China Merchants Finance Holdings Co., Ltd. (招商局金融集團有限公司).

Mr. WANG Zhangwei obtained a bachelor’s degree from Dongbei University of Finance and Economics (東北財經大學) and an MBA degree from the University of South Australia (南澳大學) in July 1995 and April 2008, respectively. Mr. WANG Zhangwei is a certified public accountant in the PRC and an international certified internal auditor.

– VIII-2 –

APPENDIX VIII

DETAILS OF THE PROPOSED SHAREHOLDERS’ REPRESENTATIVE SUPERVISORS OF THE EIGHTH SESSION OF THE SUPERVISORY COMMITTEE

Mr. MA Yunchun , aged 55, has served as a Supervisor of the Company since June 2017. He has been the chairman of the board of directors of Hebei Port Group (Tianjin) Investment Management Co., Ltd. (河北港口集團（天津）投資管理有限公司) since October 2020, the chairman of the board of directors of Hebei Port Group Shanghai Investment Management Company (河北港口集團上海投資有限公司) since January 2016, the vice chairman of Hebei Financing Investment Holding Group Co., Ltd.(河北融投擔保集團有限公司) since July 2021, and a director of ZJMI Environmental Energy Co., Ltd. (浙江物產環保能源股份有限公司) (a company listed on the SSE, stock code: 603071) since May 2022. He served as a cadre of the electromechanical division, the vice head and the head of the lading team, and the deputy manager of the Sixth Port Service Branch of Qinghuangdao Port Co., Ltd. (秦皇島港口有限公司第六港務分公司), a manager of Logistics Company of Qinhuangdao Port Co., Ltd. (秦皇島港口有限公司物流公司), a manager of the First Port Service Branch of Qinhuangdao Port Company Limited (秦皇島港股份有限公司) (formerly known as Qinhuangdao Port Co., Ltd. (秦皇島港口有限公司)), and the general manager of Hebei Port Group (Tianjin) Investment Management Co., Ltd. (河北港口集團（天津）投資管理有限公司) and Hebei Port Group Shanghai Investment Management Company (河北港口集團上海投資有限公司).

Mr. MA Yunchun obtained a bachelor’s degree and a master’s degree in welding from Tianjin University (天津大學) in July 1989 and April 1994, respectively.

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APPENDIX VIII

DETAILS OF THE PROPOSED SHAREHOLDERS’ REPRESENTATIVE SUPERVISORS OF THE EIGHTH SESSION OF THE SUPERVISORY COMMITTEE

Mr. PENG Luqiang , aged 55, has served as a Supervisor of the Company since June 2023. He has been the deputy chief accountant of China Communications Construction Group (Limited) (中國交通建設集團有限公司) since September 2023, the executive general manager of the finance & fund department of China Communications Construction Group (Limited) (中國交通建設集團有限公司) since September 2022, and the vice chairman of Jiang Tai Insurance Brokers Co., Ltd. (江泰保險經紀股份有限公司) since May 2023. He served as the general manager of the finance & fund department of China Communications Construction Company Limited (中國交通建設股份有限公司) (a company listed on the SSE, stock code: 601800; a company listed on the Hong Kong Stock Exchange, stock code: 01800) from September 2022 to June 2023, the chief accountant of CCCC Dredging (Group) Co., Ltd. (中交疏浚（集團）股份有限公司) from October 2020 to September 2022, and a director and the chief accountant of CCCC Shanghai Dredging Co., Ltd. (中交上海航道局有限公司) from December 2017 to October 2020. He served as the deputy section chief (副科長) of the financial section (財務科) of No. 2 Engineering Co., Ltd. of CCCC Third Harbor Engineering Co., Ltd. (中交三航局第二工程有限公司), and the section chief (科長) and the deputy chief accountant of the department of Singapore Changi Project (the second phase) of CCCC Third Harbor Engineering Co., Ltd. (中交第三航務工程局有限公司) as well as the deputy division chief (副處長) and the division chief (處長) of the financial division (財務處), the chief accountant and a director of CCCC Third Harbor Engineering Co., Ltd. (中交第三航務工程局有限公司).

Mr. PENG Luqiang obtained a bachelor’s degree in management majoring in engineering and financial accounting from Changsha Transportation College (長沙交通學院) (currently known as Changsha University of Science & Technology (長沙理工大學)) in July 1990, and was awarded a qualification certificate as a senior accountant from China Communications Construction Group (Limited) (中國交通建設集團有限公司) in October 2021.

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APPENDIX VIII

DETAILS OF THE PROPOSED SHAREHOLDERS’ REPRESENTATIVE SUPERVISORS OF THE EIGHTH SESSION OF THE SUPERVISORY COMMITTEE

Mr. ZOU Qun , aged 57, has served as a Supervisor of the Company since October 2020. He has been the general manager of Shenzhen Huaqiang Dingxin Investment Co., Ltd. (深圳華強鼎信投資有限公司) since March 2021, a director of Shenzhen Huaqiang Dingxin Investment Co., Ltd. (深圳華強鼎信投資有限公司) since January 2015 and a director of Guangdong Huaqiang Property Co., Ltd. (廣東華強置業有限公司) since January 2008. He was the chief of securities investment department of Shenzhen Huaqiang Asset Management Co., Ltd. (深圳華強資產管理有限責任公司) from December 2018 to March 2021. He served as the deputy chief and the chief of financial settlement center, the chief of investment management division and a supervisor of Shenzhen Huaqiang Group Co., Ltd. (深圳華強集團有限公司), a director of Shenzhen Huaqiang Industry Co., Ltd. (深圳華強實業股份有限公司) (a company listed on the SZSE, stock code: 000062), the deputy managing director of Shenzhen Sanyang Huaqiang Laser Electronic Co., Ltd. (深圳三洋華強激光電子有限公司), the deputy general manager of Huaqiang Cloud Investment Holding Co., Ltd. (華強雲投資控股有限公司), the managing director of Shenzhen Huaqiang Laser Electronic Co., Ltd. (深圳華強激光電子有限公司), the general manager of Shenzhen Huaqiang Zhaoyang Energy Co., Ltd. (深圳華強兆陽能源有限公司), the chief of securities investment department of Shenzhen Huaqiang Asset Management Group Co., Ltd. (深圳華強資產管理集團有限責任公司), a director of Shenzhen Huaqiang Group Co., Ltd. (深圳華強集團股份有限公司), the general manager of Shenzhen Qianhai Huaqiang Xinghe Financial Leasing Development Co., Ltd. (深圳前海華強興和融資租賃發展有限公司), and the general manager of Shenzhen Huaqiang Group Finance Co., Ltd. (深圳華強集團財務有限公司).

Mr. ZOU Qun obtained a bachelor’s degree in magnetic physics and devices from Huazhong University of Science and Technology (華中科技大學) (formerly known as Huazhong Institute of Technology (華中理工大學)) in July 1988. He was awarded with the finance professional qualification of intermediate economist by the Ministry of Personnel of the People’s Republic of China (中華人民共和國人事部) in June 1995, and obtained the qualification of senior professional manager in enterprise management from the China Professional Manager Qualification Assessment Committee (中國職業經理人資格評審委員會) in July 2005.

– VIII-5 –

APPENDIX VIII

DETAILS OF THE PROPOSED SHAREHOLDERS’ REPRESENTATIVE SUPERVISORS OF THE EIGHTH SESSION OF THE SUPERVISORY COMMITTEE

The Proposed Shareholders’ Representative Supervisors will not receive any emoluments from the Company. Each of the Proposed Shareholders’ Representative Supervisors will enter into a service contract with the Company upon approval by the Shareholders at the EGM on his proposed election.

Each of the Proposed Shareholders’ Representative Supervisors confirmed that, save as those disclosed above, as of the Latest Practicable Date: (1) he does not hold any other position in the Company or any of its subsidiaries, nor has he held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (2) he does not have any relationship with any other Director, Supervisor, senior management, substantial Shareholder or controlling Shareholder of the Company; (3) he does not have any interests in the Shares of the Company as defined in Part XV of the SFO; and (4) he does not have any matter regarding his proposed election which shall be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor is there any other matter regarding his proposed election that need to be brought to the attention of the Shareholders.

– VIII-6 –

NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

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

(Stock Code: 6099)

NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 first extraordinary general meeting (the “ EGM ”) of China Merchants Securities Co., Ltd. (the “ Company ”) will be held at China Merchants Securities Building, No. 111 Fuhua Yi Road, Futian Street, Futian District, Shenzhen, Guangdong Province, the PRC on Thursday, January 18, 2024 at 10:00 a.m. to consider and approve the following resolutions:

SPECIAL RESOLUTIONS

To consider and approve the resolution on the proposed amendments to the Articles of Association of the Company.
To consider and approve the resolution on the proposed amendments to the Rules of Procedure for General Meetings of the Company.
To consider and approve the resolution on the proposed amendments to the Rules of Procedure for Board Meetings of the Company.
To consider and approve the resolution on the proposed amendments to the Rules of Procedure for the Supervisory Committee of the Company.

ORDINARY RESOLUTIONS

To consider and approve the resolution on the proposed amendments to the Rules for Independent Directors of the Company.
To consider and approve the resolution on the election of non-independent directors of the eighth session of the board of directors of the Company:
6.01 Mr. HUO Da as an executive director;
6.02 Mr. ZHANG Jian as a non-executive director;
6.03 Mr. DENG Weidong as a non-executive director;
6.04 Mr. LIU Weiwu as a non-executive director;

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NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

6.05 Mr. WU Zongmin as an executive director;
6.06 Mr. LI Xiaofei as a non-executive director;
6.07 Mr. MA Boyin as a non-executive director;
6.08 Mr. HUANG Jian as a non-executive director;
6.09 Mr. ZHANG Mingwen as a non-executive Director; and
6.10 Ms. DING Lusha as a non-executive director.
To consider and approve the resolution on the election of independent directors of the eighth session of the board of directors of the Company:
7.01 Mr. YIP, Ying Chi Benjamin as an independent non-executive director;
7.02 Ms. ZHANG Ruijun as an independent non-executive director;
7.03 Mr. CAO Xiao as an independent non-executive director; and
7.04 Mr. FENG Jinhua as an independent non-executive director.
To consider and approve the resolution on the election of shareholders’ representative supervisors of the eighth session of the supervisory committee of the Company:
8.01 Mr. ZHU Eric Liwei as a shareholders’ representative supervisor;
8.02 Mr. WANG Zhangwei as a shareholders’ representative supervisor;
8.03 Mr. MA Yunchun as a shareholders’ representative supervisor;
8.04 Mr. PENG Luqiang as a shareholders’ representative supervisor; and
8.05 Mr. ZOU Qun as a shareholders’ representative supervisor.

By order of the Board China Merchants Securities Co., Ltd. HUO Da Chairman

Shenzhen, the PRC December 28, 2023

– N-2 –

NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

Eligibility for attending the EGM and date of registration of members
(1) The register of members of H shares of the Company will be closed from Friday, January 12, 2024 to Thursday, January 18, 2024 (both days inclusive). All transfer documents accompanied by the relevant share certificates shall be lodged with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, January 11, 2024. Holders of shares who have submitted their transfer documents to the Company’s H share registrar and registered as shareholders on the register of members of H shares of the Company before 4:30 p.m. on Thursday, January 11, 2024 are entitled to attend and vote in respect of the resolutions to be proposed at the EGM.
(2) Further announcement will be made by the Company in the PRC regarding the record date and arrangements for holders of A shares of the Company who are entitled to attend the EGM.
Proxy
(1) A shareholder who is entitled to attend and vote at the EGM may appoint one or more proxy(ies) to attend and vote at the EGM on his/her behalf. A proxy need not be a shareholder of the Company. A proxy of a shareholder who has appointed more than one proxy may only vote by poll.
(2) If a shareholder wishes to appoint his/her proxy(ies) to attend the EGM, the instrument appointing a proxy shall be in writing under the hand of the appointor or his/her attorney duly authorised in writing, or if the appointor is a legal entity, either under seal or signed by a director or duly authorised attorney. If the instrument is signed by an attorney of the appointor, the power of attorney authorising the attorney to sign or other document of authorisation shall be notarised.
(3) To be valid, for holders of H shares, the notarised power of attorney or other document of authorisation and the form of proxy must be delivered to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the EGM.
Registration procedures for attending the EGM
(1) A shareholder attending in person should present valid proof of identity or stock account card when attending the EGM. In the case of attendance by proxy, the proxy should present valid proof of identity and the proxy form(s) of the shareholder.
(2) If a shareholder is a legal person, its legal representative should present his/her proof of identity and valid proof of his/her capacity as a legal representative when attending the EGM. In the case of attendance by proxy of the legal representative, the proxy should present his/her proof of identity and a written letter of authorisation duly issued by such legal representative when attending the EGM.

4. Voting by poll

According to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a shareholders’ general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the chairman of the EGM will demand a poll in relation to the proposed resolutions at the EGM in accordance with Article 129 of the articles of association of the Company.

Among which, for the voting on resolutions No. 6.01 to No. 6.10, resolutions No. 7.01 to No. 7.04 and resolutions No. 8.01 to No. 8.05, the cumulative voting system shall be respectively adopted, i.e. each share held by a shareholder shall have the same number of voting rights as the number of candidates to be elected. A shareholder may give all of his/her/its votes to one candidate.

– N-3 –

NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

Specifically:

(1) For the election of non-independent directors (i.e. executive directors and non-executive directors), the number of votes each shareholder is entitled to is equal to the number of shares he/she/it holds multiplied by the total number of non-independent directors that he/she/it is entitled to elect. Such number of votes may only be cast on the candidates for non-independent directors of the Company, and the candidate with the most votes shall be elected;
(2) For the election of independent directors, the number of votes each shareholder is entitled to is equal to the number of shares he/she/it holds multiplied by the total number of independent directors that he/she/it is entitled to elect. Such number of votes may only be cast on the candidates for independent directors of the Company, and the candidate with the most votes shall be elected;
(3) For the election of shareholders’ representative supervisors, the number of votes each shareholder is entitled to is equal to the number of shares he/she/it holds multiplied by the total number of shareholders’ representative supervisors that he/she/it is entitled to elect. Such number of votes may only be cast on the candidates for shareholders’ representative supervisors of the Company, and the candidate with the most votes shall be elected.
Miscellaneous
(1) Shareholders who attend the EGM in person or by proxy shall bear their own travelling and accommodation expenses.
(2) The contact details of the EGM are as follows:

Computershare Hong Kong Investor Services Limited

Address: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong Telephone: (852) 2862 8555 Fax: (852) 2865 0990 The Company Contact address: No. 111 Fuhua Yi Road, Futian Street, Futian District, Shenzhen, Guangdong Province, the PRC General office of China Merchants Securities Co., Ltd. Contact person: SHANG Zhe, SUN Ya Contact number: (86) 755-8308 1596, (86) 755-8308 1580 Fax: (86) 755-8294 4669 IR email: [email protected]

(3) For details of the resolutions to be submitted for consideration and approval at the EGM, please refer to the circular of the Company dated December 28, 2023.

As at the date of this notice, the executive directors of the Company are Mr. HUO Da and Mr. WU Zongmin; the non-executive directors of the Company are Mr. ZHANG Jian, Mr. DENG Weidong, Mr. LIU Weiwu, Mr. LI Xiaofei, Mr. HUANG Jian and Ms. DING Lusha; and the independent non-executive directors of the Company are Mr. XIANG Hua, Mr. XIAO Houfa, Mr. XIONG Wei, Mr. HU Honggao and Mr. FENG Jinhua.

– N-4 –

NOTICE OF THE 2024 FIRST H SHAREHOLDERS CLASS MEETING

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

(Stock Code: 6099)

NOTICE OF THE 2024 FIRST H SHAREHOLDERS CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2024 first H shareholders class meeting (the “ H Shareholders Class Meeting ”) of China Merchants Securities Co., Ltd. (the “ Company ”) will be held at China Merchants Securities Building, No. 111 Fuhua Yi Road, Futian Street, Futian District, Shenzhen, Guangdong Province, the PRC on Thursday, January 18, 2024 at 10:00 a.m. (or immediately after the conclusion of the 2024 first extraordinary general meeting and the 2024 first A shareholders class meeting or adjournment thereof) to consider and approve the following resolutions:

SPECIAL RESOLUTIONS

To consider and approve the resolution on the proposed amendments to the Articles of Association of the Company.
To consider and approve the resolution on the proposed amendments to the Rules of Procedure for General Meetings of the Company.
To consider and approve the resolution on the proposed amendments to the Rules of Procedure for Board Meetings of the Company.
To consider and approve the resolution on the proposed amendments to the Rules of Procedure for the Supervisory Committee of the Company.

By order of the Board China Merchants Securities Co., Ltd. HUO Da Chairman

Shenzhen, the PRC December 28, 2023

– N-5 –

NOTICE OF THE 2024 FIRST H SHAREHOLDERS CLASS MEETING

Notes:

1. Eligibility for attending the H Shareholders Class Meeting and date of registration of members

The register of members of H shares of the Company will be closed from Friday, January 12, 2024 to Thursday, January 18, 2024 (both days inclusive). All transfer documents accompanied by the relevant share certificates shall be lodged with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, January 11, 2024. Holders of shares who have submitted their transfer documents to the Company’s H share registrar and registered as shareholders on the register of members of H shares of the Company before 4:30 p.m. on Thursday, January 11, 2024 are entitled to attend and vote in respect of the resolutions to be proposed at the H Shareholders Class Meeting.

Proxy
(1) A shareholder who is entitled to attend and vote at the H Shareholders Class Meeting may appoint one or more proxy(ies) to attend and vote at the H Shareholders Class Meeting on his/her behalf. A proxy need not be a shareholder of the Company. A proxy of a shareholder who has appointed more than one proxy may only vote by poll.
(2) If a shareholder wishes to appoint his/her proxy(ies) to attend the H Shareholders Class Meeting, the instrument appointing a proxy shall be in writing under the hand of the appointor or his/her attorney duly authorised in writing, or if the appointor is a legal entity, either under seal or signed by a director or duly authorised attorney. If the instrument is signed by an attorney of the appointor, the power of attorney authorising the attorney to sign or other document of authorisation shall be notarised.
(3) To be valid, the notarised power of attorney or other document of authorisation and the form of proxy must be delivered to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the H Shareholders Class Meeting.
Registration procedures for attending the H Shareholders Class Meeting
(1) A shareholder attending in person should present valid proof of identity or stock account card when attending the H Shareholders Class Meeting. In the case of attendance by proxy, the proxy should present valid proof of identity and the proxy form(s) of the shareholder.
(2) If a shareholder is a legal person, its legal representative should present his/her proof of identity and valid proof of his/her capacity as a legal representative when attending the H Shareholders Class Meeting. In the case of attendance by proxy of the legal representative, the proxy should present his/her proof of identity and a written letter of authorisation duly issued by such legal representative when attending the H Shareholders Class Meeting.

– N-6 –

NOTICE OF THE 2024 FIRST H SHAREHOLDERS CLASS MEETING

4. Voting by poll

According to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a shareholders’ general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the chairman of the H Shareholders Class Meeting will demand a poll in relation to the proposed resolutions at the H Shareholders Class Meeting in accordance with Article 129 of the articles of association of the Company.

5. Miscellaneous

(1) Shareholders who attend the H Shareholders Class Meeting in person or by proxy shall bear their own travelling and accommodation expenses.
(2) The contact details of the H Shareholders Class Meeting are as follows:

Computershare Hong Kong Investor Services Limited

(3) For details of the resolutions to be submitted for consideration and approval at the H Shareholders Class Meeting, please refer to the circular of the Company dated December 28, 2023.

– N-7 –

AI assistant

China Merchants Securities Co., Ltd. Proxy Solicitation & Information Statement 2023

50969_rns_2023-12-27_d3883dda-6697-4c39-acf5-ad0043e9b335.pdf

(Stock Code: 6099)

INTRODUCTION

1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

2. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS

3. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS

4. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE

5. PROPOSED AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS

6. ELECTION OF NON-INDEPENDENT DIRECTORS OF THE EIGHTH SESSION OF THE BOARD

7. ELECTION OF INDEPENDENT DIRECTORS OF THE EIGHTH SESSION OF THE BOARD

8. ELECTION OF SHAREHOLDERS’ REPRESENTATIVE SUPERVISORS OF THE EIGHTH SESSION OF THE SUPERVISORY COMMITTEE

EGM AND H SHAREHOLDERS CLASS MEETING

PROCEDURES FOR VOTING AT THE EGM AND THE H SHAREHOLDERS CLASS MEETING

RECOMMENDATION

(Stock Code: 6099)

NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTIONS

ORDINARY RESOLUTIONS

4. Voting by poll

(Stock Code: 6099)

NOTICE OF THE 2024 FIRST H SHAREHOLDERS CLASS MEETING

SPECIAL RESOLUTIONS

1. Eligibility for attending the H Shareholders Class Meeting and date of registration of members

4. Voting by poll

5. Miscellaneous

AI assistant

China Merchants Securities Co., Ltd. — Proxy Solicitation & Information Statement 2023

50969_rns_2023-12-27_d3883dda-6697-4c39-acf5-ad0043e9b335.pdf

(Stock Code: 6099)

INTRODUCTION

1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

2. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS

3. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS

4. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE

5. PROPOSED AMENDMENTS TO THE RULES FOR INDEPENDENT DIRECTORS

6. ELECTION OF NON-INDEPENDENT DIRECTORS OF THE EIGHTH SESSION OF THE BOARD

7. ELECTION OF INDEPENDENT DIRECTORS OF THE EIGHTH SESSION OF THE BOARD

8. ELECTION OF SHAREHOLDERS’ REPRESENTATIVE SUPERVISORS OF THE EIGHTH SESSION OF THE SUPERVISORY COMMITTEE

EGM AND H SHAREHOLDERS CLASS MEETING

PROCEDURES FOR VOTING AT THE EGM AND THE H SHAREHOLDERS CLASS MEETING

RECOMMENDATION

(Stock Code: 6099)

NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTIONS

ORDINARY RESOLUTIONS

4. Voting by poll

(Stock Code: 6099)

NOTICE OF THE 2024 FIRST H SHAREHOLDERS CLASS MEETING

SPECIAL RESOLUTIONS

1. Eligibility for attending the H Shareholders Class Meeting and date of registration of members

4. Voting by poll

5. Miscellaneous

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China Merchants Securities Co., Ltd. Proxy Solicitation & Information Statement 2023