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CiDi Inc.

Articles of Association

Chapter 1 GENERAL PROVISIONS ... 3
Chapter 2 BUSINESS OBJECTIVES AND SCOPE ... 5
Chapter 3 SHARES ... 6
Chapter 4 SHAREHOLDERS AND GENERAL MEETINGS ... 17
Chapter 5 THE BOARD ... 46
Chapter 6 SENIOR MANAGEMENT MEMBERS ... 62
Chapter 7 FINANCIAL ACCOUNTING SYSTEM,
PROFIT DISTRIBUTION AND AUDIT ... 65
Chapter 8 NOTICE AND ANNOUNCEMENT ... 70
Chapter 9 MERGER, DIVISION, CAPITAL INCREASE, CAPITAL
DECREASE, DISSOLUTION AND LIQUIDATION ... 72
Chapter 10 AMENDMENTS TO THE ARTICLES OF ASSOCIATION ... 79
Chapter 11 SUPPLEMENTARY ARTICLES ... 79

CHAPTER 1 GENERAL PROVISIONS

Article 1

In a bid to safeguard the legitimate rights and interests of CiDi Inc. (希迪智駕科技股份有限公司) (hereinafter referred to as the "Company"), its shareholders, employees and creditors, and to regulate the organization and activities of the Company, taking into account the specific circumstances of the Company, the Company formulated the Articles of Association in accordance with the Company Law of the PRC (hereinafter referred to as the "Company Law"), the Securities Law of the PRC (hereinafter referred to as the "Securities Law"), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Listing Rules") and other relevant regulations.

Article 2

The Company is a joint stock limited company incorporated pursuant to the Company Law and other requirements of relevant laws and regulations.

Article 3

The Company was a joint stock limited company transferred from Changsha Intelligent Driving Research Institute Company Limited as a whole and registered with Changsha Administration for Market Regulation, and has obtained a business license with a unified social credit code of 91430100MA4M6HQ923.

Article 4

The Company completed the filing with the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") on October 29, 2025 and was approved by The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Stock Exchange") to initially issue 5,407,980 overseas listed foreign shares to the public, and was listed on the Main Board of the Hong Kong Stock Exchange on December 19, 2025. Upon completion of the issue, the total number of shares of the Company was 43,789,310 shares. The Company implemented a share split on March 2, 2026, splitting each share into 10 shares, and the par value per share was adjusted from RMB1.00 to RMB0.1. After the completion of the share split, the total number of shares changed to 437,893,100 shares.

Article 5

The registered Company name: CiDi Inc (希迪智駕科技股份有限公司).

Article 6

Company Address: Building A3 and A4, Hunan Inspection and Testing Characteristic Industrial Park, No. 336 Xueshi Road, Yuelu District, Changsha City, Hunan Province.

Article 7
The registered capital of the Company is RMB43,789,310.

The total investment amount of the Company is RMB76,762,660.

Article 8
The Company is a company limited by Shares, with perpetual duration.

Article 9
The general manager of the Company shall be its legal representative. The resignation of the general manager shall be deemed to be simultaneous with the resignation of the Company’s legal representative.

Article 10
All the assets of the Company are divided into Shares of equal value. The Shareholders are responsible for the Company to the extent of their subscribed Shares, and the Company is responsible for its debts with all its assets.

Article 11
The Company shall set up an organization of the Communist Party of China and carry out relevant activities of the Party pursuant to the Company Law and other relevant requirements. The Company shall provide necessary conditions to facilitate such activities. Party organization activities of the Company shall be conducted in accordance with the Constitution of the Communist Party of China and relevant policies and requirements.

Article 12
From the date when these Articles come into effect, they shall constitute a legally binding document regulating the Company’s organization and activities, and the rights and obligations as between the Company and its Shareholders and among the Shareholders and shall have legal binding force on the Company, Shareholders, Directors and senior management members. According to these Articles, Shareholders can sue Shareholders, Shareholders can sue Directors, the general manager and other senior management members, Shareholders can sue the Company, and the Company can sue Shareholders, Directors and the general managers and other senior management members.

Article 13
Senior management members referred to in these Articles refer to the general managers of the Company.

CHAPTER 2 BUSINESS OBJECTIVES AND SCOPE

Article 14

The business objectives of the Company are: toward a better life with smart driving.

Article 15

Registered in accordance with the law, the Company’s scope of business is as follows: licensed items: road motor vehicles production; road cargo transportation (network cargo transportation); road cargo transportation (excluding dangerous goods); international road cargo transportation; marine general cargo transportation (for items subject to approval according to law, business activities can only be carried out after approval by relevant departments, special items shall be subject to approvals or licenses from relevant authorities); General businesses: manufacture of intelligent vehicle equipment; manufacture of automobile components and parts; manufacture of electric machines; manufacture of transmission, distribution and control equipment; manufacture of container; manufacture of communications equipment; manufacture of electric motor; sales of intelligent power transmission and distribution and control equipment; sales of computer equipment; sales of automobiles; sales of artificial intelligence hardware; sales of software; sales of test equipment for new energy vehicle production; sales of mobile terminal equipment; wholesale of auto spare parts; sales of new energy prime mover equipment; sales of intelligent vehicle equipment; sales of agricultural product intelligent logistics equipment; sales of optical communication equipment; sales of information security equipment; electric vehicle charging infrastructure operations; research and development of auto spare parts; software development; technology services; technology development; technology consulting; technology exchanges; technology transfers; technology promotion; development of artificial intelligence application software; industrial internet data services; information system integration services; conference and exhibition services; enterprise management; enterprise headquarters management; mechanical equipment leasing; charging control equipment leasing; computer and communication equipment leasing; leasing Service (excluding licensed leasing service); domestic cargo transport agency; research and development of internet-of-things technology; import and export of cargo; import and export of technology; import and export agency; manufacturing of digital video surveillance systems; sales of digital video surveillance systems; security system monitoring services; manufacturing of electrical instrument and meters; sales of electrical instrument and meters (except any business subject to approval according to law, the Company may conduct business within the scope set forth in the business license at its sole discretion according to law).

CHAPTER 3 SHARES

Section 1 Issuance of Shares

Article 16

The shares of the Company shall be in the form of registered share certificates. Where the share capital of the Company includes non-voting shares, the name of such shares shall contain the term “without voting right”. Where the share capital includes shares with different voting rights, the name of each class of shares (other than shares with the most privileged voting rights) shall contain the term “restricted voting right” or “limited voting right”. Any person who is shareholder registered in register of shareholders or who requests his or her name be entered in the register of shareholders may, if his or her share certificate relating to the shares is lost, apply to the Company for a replacement share certificate in respect of such shares. Application by a holder of foreign share(s) (as defined below), who has lost his/her/its share certificate, for a replacement share certificate may be dealt with in accordance with the law of the place where the original register of shareholders of foreign share(s) is maintained, the rules of the stock exchange or other relevant regulations.

Article 17

The issuance of shares by the Company shall adhere to the principles of openness, fairness and justice. Shares of the same class shall rank pari passu with each other.

Share of the same class issued at the same time shall have the same terms of issuance and issue price; subscribers shall pay the same amount for each of the shares they subscribe for.

Article 18

All shares issued by the Company are ordinary share and shall have a par value denominated in Renminbi of RMB0.1 per share. The Company may set up shares of other classes based on its needs upon approval of regulatory authorities.

Article 19

Of the shares issued by the Company, domestic shares shall be centrally registered and deposited with domestic securities registration and settlement institutions, and matters such as the registration and settlement arrangements for overseas listed shares shall be governed by the regulations of the place where the Company’s shares are listed.

Article 20

The Company was a joint stock limited company transferred from Changsha Intelligent Driving Research Institute Company Limited as a whole. The promoters of the Company, number of shares subscribed, capital contribution method, shareholding percentage are as follows:

No.	Name of promoters	Number of shares held ('0,000 shares)	Shareholding percentage	Capital contribution method
1.	新驅動香港有限合夥	1,144.3151	29.8141%	Shares converted from net assets
2.	Changsha Gangwan Investment Partnership (Limited Partnership)	488.3250	12.7230%	Shares converted from net assets
3.	Beijing HongShan Mingde Equity Investment Centre (Limited Partnership)	407.0500	10.6054%	Shares converted from net assets
4.	Chongqing Liangjiang New Area Chengwei Private Equity Investment Fund Partnership (Limited Partnership)	115.6337	3.0128%	Shares converted from net assets
5.	Suqian Xinding Kenge No. 1 Equity Investment Partnership (Limited Partnership)	104.1926	2.7147%	Shares converted from net assets
6.	Qingdao Xinding Kenge No. 20 Equity Investment Partnership (Limited Partnership)	101.0170	2.6319%	Shares converted from net assets
7.	Chengdu Ruichuang Zhitu Venture Capital Partnership (Limited Partnership)	92.7093	2.4155%	Shares converted from net assets
8.	Beijing Baidu Biwei Enterprise Management Center (Limited Partnership)	91.6602	2.3881%	Shares converted from net assets
9.	Beta Garden Limited	87.2250	2.2726%	Shares converted from net assets

No.	Name of promoters	Number of shares held ('0,000 shares)	Shareholding percentage	Capital contribution method
10.	Guangkong Zhongying Industrial Investment Fund Partnership	87.2250	2.2726%	Shares converted from net assets
11.	Ningbo Meishan Port Jiusheng Investment Partnership (Limited Partnership)	85.2355	2.2208%	Shares converted from net assets
12.	Qingdao Xinding Kenge No. 6 Equity Investment Partnership (Limited Partnership)	78.6247	2.0485%	Shares converted from net assets
13.	Qingdao Zhenghan Jiuyuan No. 2 Investment Center (Limited Partnership)	66.5059	1.7328%	Shares converted from net assets
14.	Hunan Xiangjiang Intelligent Innovation Fund Partnership (Limited Partnership)	66.5059	1.7328%	Shares converted from net assets
15.	Changsha High-Tech Development Zone Hesheng Equity Investment Partnership (Limited Partnership)	66.4894	1.7323%	Shares converted from net assets
16.	Hunan Qinghao Deruo Private Equity Investment Partnership (Limited Partnership)	59.8845	1.5603%	Shares converted from net assets
17.	Horgos Lianpan Frontier Venture Capital Co., Ltd.	58.1500	1.5151%	Shares converted from net assets
18.	Beijing Xinghao Entrepreneurship Enterprise Management Center (Limited Partnership)	58.1500	1.5151%	Shares converted from net assets

No.	Name of promoters	Number of shares held ('0,000 shares)	Shareholding percentage	Capital contribution method
19.	Hunan Xiangjiang New Area State-owned Capital Investment Co., Ltd.	39.8936	1.0394%	Shares converted from net assets
20.	Qingdao Xinding Kenge No. 19 Equity Investment Partnership (Limited Partnership)	38.4304	1.0013%	Shares converted from net assets
21.	Qingdao Xinding Kenge No. 36 Equity Investment Partnership (Limited Partnership)	34.0383	0.8868%	Shares converted from net assets
22.	Qingdao Qiandao Ronghui Investment Management Center (Limited Partnership)	32.9403	0.8582%	Shares converted from net assets
23.	Hunan Qinghao Yuanmao Private Equity Fund Partnership (Limited Partnership)	29.5582	0.7701%	Shares converted from net assets
24.	CWB Startup Invest HK Limited	29.0750	0.7575%	Shares converted from net assets
25.	Lens Technology Co., Ltd	29.0750	0.7575%	Shares converted from net assets
26.	Shenzhen Juncheng Hongxin Investment Partnership (Limited Partnership)	23.6464	0.6161%	Shares converted from net assets
27.	Chengdu Science and Technology Innovation Investment Group Co., Ltd	23.1426	0.6030%	Shares converted from net assets

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No.	Name of promoters	Number of shares held ('0,000 shares)	Shareholding percentage	Capital contribution method
28.	Hunan Xingxiang Fangzheng Equity Investment Fund Enterprise (Limited Partnership)	21.9602	0.5722%	Shares converted from net assets
29.	Jiaxing Chuanghe Huimao Equity Investment Partnership (Limited Partnership)	21.9602	0.5722%	Shares converted from net assets
30.	Huzhou Xinjun Electronic Technology Partnership (Limited Partnership)	19.9468	0.5197%	Shares converted from net assets
31.	Guangdong Xiangsanze Pharmaceutical Venture Capital Enterprise (Limited Partnership)	19.5605	0.5096%	Shares converted from net assets
32.	Beijing Xingfan Venture Capital Partnership (Limited Partnership)	17.7348	0.4621%	Shares converted from net assets
33.	Hunan Yunfa Ruichi Venture Capital Partnership (Limited Partnership)	14.7791	0.3851%	Shares converted from net assets
34.	Qingdao Xinding Kenge No. 18 Equity Investment Partnership (Limited Partnership)	14.7790	0.3851%	Shares converted from net assets
35.	Chengdu Ceyuan Guangyi Digital Economy Equity Investment Fund Partnership (Limited Partnership)	14.0357	0.3657%	Shares converted from net assets
36.	Changsha Xindiyuan Enterprise Management Partnership (Limited Partnership)	13.9359	0.3631%	Shares converted from net assets

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No.	Name of promoters	Number of shares held ('0,000 shares)	Shareholding percentage	Capital contribution method
37.	Changsha Shengyu Private Equity Fund Enterprise (Limited Partnership)	13.2979	0.3465%	Shares converted from net assets
38.	Hainan Zhitu No. 1 Venture Capital Partnership (Limited Partnership)	12.9464	0.3373%	Shares converted from net assets
39.	Shenzhen Baodechang Investment Co., Ltd.	12.0737	0.3146%	Shares converted from net assets
40.	Tibet Fangchuang Zhengding Venture Capital Partnership (Limited Partnership)	12.7301	0.3317%	Shares converted from net assets
41.	Hunan Sanze Investment Management Center (Limited Partnership)	11.7363	0.3058%	Shares converted from net assets
42.	Jiaxing Jingkai Qitao Equity Investment Partnership (Limited Partnership)	11.2320	0.2926%	Shares converted from net assets
43.	Zibo Xuanshi Chuangying Equity Investment Partnership (Limited Partnership)	10.9801	0.2861%	Shares converted from net assets
44.	Tianjin Shengde Jiaye Enterprise Management Center (Limited Partnership)	10.9801	0.2861%	Shares converted from net assets
45.	Wuhan Jiangxia Xintuo Equity Investment Fund Management Partnership (Limited Partnership)	9.2570	0.2412%	Shares converted from net assets

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No.	Name of promoters	Number of shares held ('0,000 shares)	Shareholding percentage	Capital contribution method
46.	Qingdao Zhenghan Jiuyuan No. 1 Investment Management Center (Limited Partnership)	9.1228	0.2377%	Shares converted from net assets
47.	Nanjing Bestway Intelligent Control Technology Co., Ltd.	8.1502	0.2123%	Shares converted from net assets
48.	Hunan Zhibo Deruo Venture Capital Partnership (Limited Partnership)	7.5668	0.1971%	Shares converted from net assets
49.	Yuewan Lakeside Venture Capital (Dongguan) Enterprise (Limited Partnership)	6.6489	0.1732%	Shares converted from net assets
50.	Zibo Hongshi Chuangying Equity Investment Partnership (Limited Partnership)	4.0199	0.1047%	Shares converted from net assets
Total		3,838.1330	100.0000%	/

Note: As the Company completed the share split on March 2, 2026, the number of shares held as set out in the above table has been enlarged to 10 times the number of shares initially subscribed for.

Article 21

Upon completion of the initial public offering and overseas listing, the capital structure of the Company is as follows: the total number of issued ordinary shares is 43,789,310, among which 1,345,418 shares are domestic shares, representing 3.07% of the total number of issued ordinary shares of the Company; and 42,443,892 shares are overseas listed foreign shares, representing 96.93% of the total number of issued ordinary shares of the Company. As the Company completed the share split on March 2, 2026, the above numbers of shares have been enlarged to 10 times the numbers of shares immediately following the listing.

Shares issued by the Company to domestic investors for subscription in RMB are referred to as domestic shares. Shares issued by the Company to overseas investors for subscription in foreign currencies as well as shares held by foreign investors and transferred from shareholders of domestic shares of the Company are collectively referred to as foreign shares. Among these foreign shares, those listed overseas are called overseas listed foreign shares, and those not listed overseas are called unlisted foreign shares. Subject to the filing with the regulatory authorities delegated by the State Council and the approval of overseas securities regulatory authorities, shares which are listed and traded on overseas stock exchanges are called overseas listed shares. Shareholders holding domestic shares who apply to convert their domestic shares into overseas listed foreign shares and list them for circulation on overseas stock exchanges shall comply with the relevant regulations of the CSRC, and entrust the Company to file with the CSRC. Unless otherwise specified in these Articles, shareholders of domestic shares and foreign shares are both shareholders of ordinary shares and have the same obligations and rights.

Article 22

The Company or subsidiaries of the Company (including the affiliated entities of the Company) shall not give any assistance, in the forms of gift, advance, guarantee, compensation or loan, to any person who purchases or proposes to purchase shares of the Company.

Section 2 Increase, Reduction and Repurchase of Shares

Article 23

Subject to the provisions of laws and regulations, upon resolutions by the general meeting, the Company may increase its capital on the basis of its business and development needs by any of the following means:

(1) public offering of shares;
(2) non-public offering of shares;
(3) allotting of bonus shares to existing shareholders;
(4) converting the reserve fund into share capital;
(5) other means specified in laws, administrative regulations, regulatory rules of the place where the Company's shares are listed, and approved by relevant national competent authorities such as the CSRC.

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Article 24

The Company may reduce its registered capital. The Company shall decrease its registered capital in accordance with the procedures set forth in the Company Law and other relevant provisions and these Articles.

Article 25

The Company shall not repurchase its Shares. However, exceptions are made in any of the following circumstances:

(1) reducing the registered capital of the Company;
(2) merging with another company that holds the shares of the Company;
(3) granting the shares for the employee shareholding scheme or as share incentives;
(4) shareholders who disagree with the resolutions for the merger and division of the Company made at the general meeting may demand the Company to repurchase their Shares;
(5) using the shares to satisfy the conversion of corporate bonds convertible into the Shares issued by the Company;
(6) safeguarding corporate value and Shareholders’ rights as deemed necessary;
(7) other circumstances permitted by laws, administrative regulations, departmental rules, normative documents, the Hong Kong Listing Rules and regulatory authorities.

Article 26

Where the Company repurchases its own shares under the circumstances stipulated in items (1) and (2) under Article 25 of these Articles, an approval shall be obtained from the general meeting; where the Company repurchases its shares under the circumstances stipulated in items (3), (5) and (6) under Article 25 of these Articles, a resolution of the Board meeting shall be made by more than two-thirds of directors attending the meeting in accordance with the provisions of these Articles or the authorization of the general meeting.

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Subject to the Hong Kong Listing Rules, after the Company has repurchased its shares in accordance with Article 25 of these Articles, in the case of the circumstances described in item (1), the shares so repurchased shall be cancelled within 10 days from the date of repurchase; or in the case of the circumstances described in items (2) or (4), the shares so repurchased shall be transferred or cancelled within 6 months; or in the case of the circumstances described in items (3), (5) and (6), the aggregate number of shares held by the Company shall not exceed 10% of the total number of issued shares of the Company, and the shares so repurchased shall be transferred or cancelled within three years.

For any repurchase of its shares by the Company, the obligation of information disclosure shall be fulfilled in accordance with the provisions of the Securities Law. Where the Company repurchases its shares under the circumstances described in items (3), (5) and (6) under Article 25 of these Articles, it shall be carried out by open and centralized trade.

Section 3 Transfer of Shares

Article 27

Unless otherwise provided for in laws, administrative regulations, departmental rules, normative documents, the Hong Kong Listing Rules and these Articles, the shares of the Company may be transferred in accordance with law.

All transfers of H shares shall be effected by written instruments of transfer in the ordinary or general form or in any other form acceptable to the Board of Directors (including the standard form of transfer or transfer forms required by the Hong Kong Stock Exchange from time to time); and such instrument of transfer may only be signed manually or stamped with a valid seal of the Company (if the transferor or the transferee is a company). If the transferor or transferee is a recognised clearing house or its agent as defined in the relevant regulations in force under the laws of Hong Kong from time to time, the instrument of transfer may be signed manually or in machine-printed form. All instruments of transfer shall be kept at the legal address of the Company or at the address designated by the Board of Directors from time to time.

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Article 28
The Company shall not accept the shares of the Company as collaterals of any pledges.

Article 29
The shares issued before the public issuance of any shares by the Company shall not be transferred within one year from the date when the Shares of the Company are listed and traded in a stock exchange.

Article 30
During their terms of office, the directors and senior management members of the Company shall report to the Company their shareholdings in the Company and changes therein and shall not transfer more than 25% of the total number of shares of the Company held by them each year during their terms of office determined at the time of their assumption of office; the shares of the Company held by them shall not be transferred within one year from the date when the shares of the Company are listed and traded. The aforesaid persons shall not transfer the shares of the Company held by them within six months from the date when they leave office.

Where the shares of the Company are pledged within the time limit for transfer prescribed by laws or administrative regulations, the pledgee may not exercise the pledge right within the time limit for transfer.

Article 31
If the Company’s Directors, senior management members, and shareholders holding more than 5% of the Shares of the Company sell the Shares held by them or other securities in the nature of equity within six months after buying the same or buy such shares or securities within six months after selling the same, the earnings arising therefrom shall belong to the Company and the Board shall recover such earnings. However, the following circumstances shall be excluded where a securities company holds more than 5% of the Shares due to its purchase of any remaining Shares under best efforts underwriting and in circumstances stipulated by the supervisory rules of the place where the Company’s shares are listed or by the CSRC.

The shares or other securities with the nature of equity held by directors, senior management members or a natural person shareholders mentioned in the preceding paragraph include those held by their spouses, parents and children, as well as those held through accounts of other persons.

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If the Board of the Company fails to comply with the provisions of the Paragraph 1 of this article, the shareholders are entitled to request the Board to do so within 30 days. If the Board of the Company fails to do so within the aforesaid period, the shareholders are entitled to initiate litigation directly before the People’s Court in their own names for the interests of the Company.

And if the Board of the Company fails to comply with the provisions of the Paragraph 1 of this article, the directors held accountable for such failure shall bear joint and several liabilities in accordance with the law.

CHAPTER 4 SHAREHOLDERS AND GENERAL MEETINGS

Section 1 Shareholders

Article 32

The Company establishes a register of shareholders based on the vouchers provided by the securities registration institution, which is sufficient evidence to prove that shareholders hold the Company’s shares. A shareholder shall enjoy the rights and assume the obligations attached to the class of shares he/she holds. Shareholders holding the same class of shares shall be entitled to the same rights and assume equal obligations. A register of shareholders shall contain the following particulars:

(1) the name and address of each shareholders;

(2) the class of shares and number of shares subscribed by each shareholder;

(3) if shares are issued in paper form, the serial numbers of the share certificate;

(4) the date on which each shareholder acquired the shares.

The Company shall sign a share custody agreement with the securities registration institutions for the purpose of inspecting the information and shareholding changes (including share pledge) of major shareholders on a regular basis, in order to be informed of the shareholding structure of the Company in a timely manner.

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Article 33

When the Company convenes a general meeting, distributes dividends, conducts liquidation or engages in other activities which require the confirmation of equity, the Board or the convener of the general meeting shall determine the registration date. The shareholders whose names are recorded in the register after the market closes on the registration date shall be the shareholders entitled to the relevant rights and interests. If relevant laws, regulations and the Hong Kong Listing Rules have provisions regarding the period during which the suspension of handling the registration of transfers of shares before the date of convening a general meeting or the base date for the company’s decision on dividend distribution, such provisions shall prevail. However, the total period of the aforesaid suspension of handling the registration of transfers of shares within one year shall not exceed 30 days, but it may be extended by up to 30 days upon the review and approval of the general meeting. If the company receives an application for inspecting the register of shareholders during the period of suspending handling the registration of transfers of shares, at the request of the applicant, it shall issue to the applicant a certification document signed by the company secretary, stating the approving authority and the period for the suspension of handling the registration of transfers of shares.

Article 34

Shareholders of the Company shall enjoy the following rights:

(1) receiving dividends and other form of interest distribution in proportion to their shareholdings;

(2) legally requesting, convening, presiding over, attending or appointing proxies to attend the general meeting and exercise corresponding voting rights;

(3) supervising the operation of the Company and making suggestions and inquiries;

(4) transferring, donating or pledging their Shares in accordance with laws, administrative regulations, and these Articles;

(5) inspecting these Articles, the register of Shareholders, minutes of general meetings; resolutions of the Board meetings and the financial and accounting reports;

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(6) upon termination or liquidation of the Company, participating in the distribution of the remaining assets of the Company in proportion to the quantity of Shares held by them;

(7) Shareholders who disagree with the resolutions for the merger and division of the Company made at the general meeting demand the Company to repurchase their Shares;

(8) other rights provided by laws, administrative regulations, departmental rules or these Articles.

Article 35

A Shareholder who individually or jointly holds more than 3% of the Company’s Shares for over 180 consecutive days may request to inspect the Company’s accounting books and vouchers by submitting a written request stating the purpose to the Company. If the Company has reasonable grounds to believe that the Shareholder’s request to inspect the Company’s accounting books and vouchers serves an improper purpose and may harm the Company’s legitimate interests, it may refuse the inspection. The Company must respond to the Shareholder in writing within 15 days of receiving the written request, providing reasons for the refusal. If the inspection is denied, the Shareholder may file a lawsuit with the People’s Court. If a Shareholder requests to inspect or copy materials related to the Company’s wholly-owned subsidiaries, the provisions of this Article shall apply thereto.

If a Shareholder requests to inspect or copy the above-mentioned information or materials, he/she shall provide the Company with written documents evidencing the class and number of the Shares held by him/her, and upon verification of his/her status as a Shareholder, the Company shall provide the Shareholder with such information or materials as required by him/her, and may charge a reasonable fee for the provision of the copies of the said documents.

The Company may refuse any inspecting or copying request which involves commercial secrets and sensitive price information on the Company. If a shareholder divulges the above relevant information after obtaining the information in accordance with the provisions of these Articles, causing damage to the legitimate interests of the Company, the shareholder shall be liable for compensation for the relevant losses caused to the Company in accordance with the law.

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The number of shares held as stipulated in the first paragraph of this Article shall be calculated on the basis of the shares of the Company held by the shareholder on the date of when the shareholder’s request for access is made or, if such date is a non-trading day (as defined in the Hong Kong Listing Rules, the same hereinafter), the closing of business on the trading day immediately preceding the date of such request.

Article 36

If the resolutions of the general meeting and the Board meeting violate laws and administrative regulations, the Shareholders have the right to request the people’s court to judge such resolutions to be invalid.

If the convening procedures and voting ways of the general meeting and the Board meeting violate laws, administrative regulations or these Articles, or the resolutions violate these Articles, the Shareholders have the right to request the people’s court to cancel the resolutions within 60 days after the resolutions are made, except for the circumstances where the convening procedures and voting ways have only minor flaws and there’s no substantial impact on resolutions.

Shareholders who have not been notified to participate in the general meeting may file a petition with the people’s court to revoke the resolution within 60 days from the date when they know or should know that the resolution is made at the general meeting; if they do not exercise the right to revoke within one year from the date of the resolution, the revoke right shall be extinguished.

Article 37

Shareholders individually or jointly holding over 1% of the Company’s Shares for more than 180 consecutive days shall have the right to request the Audit Committee in writing to initiate litigation before the people’s court against any Director (other than a member of the Audit Committee) or senior management member for loss of Company resulting from their violation of any laws, administrative regulations or provisions of these Articles in the course of performing their duties; the aforementioned Shareholders may request the Board in writing to bring a legal action against the Audit Committee for the loss of the Company resulting from their violation of any laws, administrative regulations or provisions of these Articles in the course of performing the duties.

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The Shareholders described in the preceding paragraph may initiate litigation before the people’s court directly in their own names in the interests of the Company in the event that the Audit Committee or the Board refuses to initiate legal proceedings after receiving the aforesaid written request of Shareholders, or fails to initiate such legal proceedings within 30 days on which such request is received, or in case of emergency where failure to initiate such legal proceedings immediately will result in irreparable damage to the Company’s interests.

If any person infringes the lawful rights and interests of the Company, thus causing any losses to the Company, Shareholders described in the first paragraph of this Article may initiate litigation before the people’s court in accordance with the preceding two paragraphs.

If the directors, supervisors or senior management members of a wholly-owned subsidiary of the Company are involved in the circumstances of any of the preceding Article, or if any person infringes the lawful rights and interests of a wholly-owned subsidiary of the Company and thus causes losses, shareholders of a limited liability company or shareholders of a joint stock limited company who, individually or jointly, hold over 1% of the Shares of the Company for more than 180 consecutive days, may request in writing, in accordance with the provisions of the preceding three paragraphs, that the supervisory committee or the board of the wholly-owned subsidiary to initiate litigation before the people’s court, or initiate litigation before the people’s court directly in their own names.

The number of shares held as stipulated in the first and fourth paragraphs of this Article shall be calculated on the basis of the shares of the Company held by the shareholder on the date of when the shareholder submits the written request or, if such date is a non-trading day, the closing of business on the trading day immediately preceding the date of such request.

Article 38

In the event that any Director or senior management member violates laws, administrative regulations or provisions of these Articles to the detriment of the interests of the Shareholders, the Shareholders may initiate litigation before the people’s court.

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If a Director or a senior management member, in the performance of his/her duties, causes damage to others, the Company shall be liable for compensation; the Director or the senior management member shall also be liable for compensation if there is intentionality or gross negligence on his/her part.

Any Controlling Shareholder or actual controller of the Company who instructs a Director and a senior management member to engage in an act detrimental to the interests of the Company or its Shareholders shall bear joint and several liabilities with such Director or senior management member.

Article 39

The Shareholders of the Company shall assume the following obligations:

(1) to comply with laws, administrative regulations, departmental rules, normative documents, the Hong Kong Listing Rules and these Articles;

(2) to pay subscription monies according to the Shares subscribed and the method of subscription;

(3) not to withdraw their Shares unless required by laws, administrative regulations, departmental rules, normative documents, the Hong Kong Listing Rules and other circumstances prescribed by these Articles.

(4) not to abuse their Shareholders' rights to jeopardize the interests of the Company or other Shareholders; and not to abuse the status of the Company as an independent legal person and the limited liability of Shareholders to jeopardize the interests of any creditors of the Company;

(5) other obligations imposed by laws, administrative regulations, departmental rules, normative documents, the Hong Kong Listing Rules and these Articles.

Where any Shareholder of the Company abuses the Shareholders' rights, causing losses to the Company or other Shareholders, such Shareholder shall be liable for compensation.

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Where any Shareholder of the Company abuses the Company’s status as an independent legal person and the limited liability of Shareholders for the purposes of evading repayment of debts, thereby materially impairing the interests of the creditors of the Company, such Shareholder shall be jointly and severally liable for the debts owed by the Company.

Where any Shareholder uses two or more companies under his/her control to commit the acts described in the preceding paragraph, each of such companies shall be jointly and severally liable for the debts owed by any of such companies.

Article 40

Where any Shareholder holding more than 5% voting Shares of the Company pledges any Shares held by him/her, he/she shall report the same to the Company in writing on the date of the said pledge.

Article 41

The Controlling Shareholders and actual controllers of the Company shall not take advantage of their relationship with the Company as related parties to compromise the interests of the Company. If they violate the provisions, causing losses to the Company, they shall be liable for compensation.

Article 42

The Controlling Shareholders and actual controllers of the Company have the duty to act in good faith towards the Company and other Shareholders of the Company. The Controlling Shareholders shall exercise their rights as capital contributors in strict compliance with laws, and shall not take advantage of profit distribution, asset restructuring, external investment, capital appropriation and loan guarantees to jeopardize the lawful rights and interests of the Company and other Shareholders, nor shall they use their controlling position to jeopardize the interests of the Company and other Shareholders.

Section 2 General Provisions for General Meetings

Article 43

The general meeting is the organ of authority of the Company, and shall exercise the following functions and powers according to law:

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

(2) to elect and replace any Director not being employee representative, and to determine the remuneration of the relevant Directors;

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(3) to review and approve the reports of the Board;
(4) to review and approve the Company’s profit distribution plans and loss recovery plans;
(5) to resolve on the Company’s increase or decrease of registered capital;
(6) to resolve on the issue and listing of bonds or any types of Shares, warrants and other similar securities of the Company;
(7) to resolve on the Company’s merger, division, dissolution, liquidation or change of its corporate form;
(8) to modify these Articles;
(9) to resolve on the engagement, dismissal of the accounting firm, the audit fees of the accounting firm or the way determining the audit fees;
(10) to review and approve the guarantees as stipulated in Article 44 of these Articles;
(11) to review matters relating to the Company’s acquisition or disposal of significant assets within one year in an amount exceeding 30% of the latest audited total assets of the Company;
(12) to review and approve matters relating to the changes in the use of proceeds;
(13) to review the equity incentive plan and the employee shareholding scheme;
(14) other powers and functions of the general meeting as set forth in the rules of procedure for the Company’s general meeting; and to consider and review other matters which shall be decided at the general meeting under the laws, administrative regulations, departmental regulation, normative documents, the Hong Kong Listing Rules or these Articles.

The above-mentioned functions and powers of the general meeting shall not be exercised by the Board or other institutions or individuals through authorization. Where the general meeting authorises the Board to excise certain powers, the details of the authorisation shall be clearly specified.

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Article 44

The following acts of external guarantees shall be submitted to the general meeting for deliberation after being reviewed and approved by the Board:

(1) any external guarantee with a single guarantee amount of 25% or more of the asset ratio, the consideration ratio, the profitability ratio and the income ratio (“Percentage Ratios”), as measured in accordance with the criteria set out in Chapter 14 of the Hong Kong Listing Rules;

(2) any single guarantee for an amount more than 10% of the Company’s net assets as audited in the latest period;

(3) any guarantee to be provided after the total amount of guarantees provided by the Company or its subsidiaries has exceeded 50% of the Company’s net assets as audited in the latest period;

(4) any guarantee to be provided for a party whose liability-to-asset ratio exceeds 70%;

(5) the amount guaranteed by the Company within 12 consecutive months exceeds 30% of the Company’s total assets as audited in the latest period;

(6) any guarantee to be provided after the total amount of external guarantees provided by the Company has exceeded 30% of the Company’s total assets as audited in the latest period;

(7) any guarantee to be provided to a Shareholder or an actual controller or a related party thereof;

(8) other circumstances as stipulated in the Hong Kong Listing Rules, relevant laws, regulations, other normative documents or the Articles of Association.

When the Board considers guarantee matters, it must be approved by more than two-thirds of the directors present at the Board meeting. When the guarantee mentioned in clause (5) above is reviewed at the general meeting, it shall be passed by more than two-thirds of the voting rights held by the Shareholders present at the meeting.

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When a proposal on providing any guarantee for any Shareholder, actual controller and its related party is being reviewed at the general meeting, the said Shareholder or the Shareholders controlled by the said actual controller shall abstain from voting on the proposal, and the proposal shall be subject to approval by more than half of the voting rights of the other Shareholders attending the general meeting.

Article 45

Any transaction (other than the provision of guarantees) of the Company that meets one of the following criteria shall be submitted to the general meeting for review and approval if:

(1) the total assets involved in the transaction account for 25% or more of the total value of the Company’s assets as set out in its annual accounts or its most recently published interim report;

(2) the operating revenue of the object of the transaction (such as equity) for the latest accounting year accounts for 25% or more of the Company’s audited operating revenue for the latest accounting year;

(3) the net profit related to the object of the transaction (such as equity) for the latest accounting year accounts for 25% or more of the Company’s audited net profit for the latest accounting year;

(4) the transaction consideration represents 25% or more of the average of the market capitalization of the Company over the five days preceding the transaction date;

(5) if the Company uses equity as the consideration, the number of shares used as consideration represents 25% or more of the total number of shares of the Company;

(6) any other matters that are required to be submitted to the general meeting for approval under the Hong Kong Listing Rules or relevant laws and regulations.

When the Company is not profitable, consideration should be given to whether an alternative net profit indicator can be selected or the application of the foregoing net profit indicator can be waived.

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The above-mentioned “transactions” include: purchase or disposal of assets; external investments (including entrusted wealth management, investments in subsidiaries, etc., excluding establishment or capital increase of wholly-owned subsidiaries); giving financial assistance (including entrusted loans); providing guarantees (referring to guarantees provided by the Company to others, including guarantees to controlling subsidiaries); leasing of assets as lessee or lessor; signing management contracts (including entrusted or trusted operations, etc.); giving or receiving assets as a gift; restructuring of claims or debts; transfer of research and development projects; entering into license agreements; waiver of rights (including waiver of preemptive rights and priority to subscribe for capital contribution etc.).

The following activities of the Company are not subject to the provisions of the preceding paragraph: (1) purchase of raw materials, fuels and power related to daily operations (excluding the purchase and disposal of such assets involved in asset replacement); (2) disposal of products, commodities and other assets related to daily operations (excluding the purchase and disposal of such assets involved in asset replacement); (3) main business activities of the Company, although the transactions stipulated in the preceding paragraph are carried out.

Article 46

The general meetings are divided into annual general meetings and extraordinary general meetings. The annual general meeting shall be convened once a year and be held within six months of the end of the previous accounting year. The extraordinary general meeting is held from time to time. When an extraordinary general meeting shall be held in case of the circumstances specified in Article 47 of these Articles, the extraordinary general meeting shall be convened within two months.

Article 47

The Company shall convene an extraordinary general meeting within two months upon the actual occurrence of any of the following circumstances:

(1) the number of Directors is less than the number specified in the Company Law or two-thirds of the number specified in these Articles;

(2) the losses of the Company that have not been made up reach one-third of its total paid-in share capital;

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(3) a request is made by a Shareholder or Shareholders holding separately or in aggregate more than 10% of the Shares of the Company;
(4) whenever the Board considers necessary;
(5) when proposed by the Audit Committee;
(6) any other circumstances as provided by laws, administrative regulations, departmental rules or these Articles.

The number of Shares held as stipulated in the item (3) of the preceding paragraph shall be calculated on the basis of the Shares of the Company held by the Shareholder on the date when such request is made by such Shareholder or if such date is a non-trading day, the close of the trading day immediately prior to the date of such request.

Article 48

The Company shall convene the general meeting at the place where the Company is domiciled or at other location as specified in the notice convening the general meeting.

General meetings may be held in person, by electronic communication or in such other means as permitted by laws and regulations. Shareholders who participate in the general meeting in the aforesaid manners shall be deemed to be present. The Company will also provide online voting or other means to facilitate shareholders.

Section 3 Convening of the General Meetings

Article 49

A majority of independent non-executive Directors have the right to propose to the Board that an extraordinary general meeting be held. Where an independent non-executive Director proposes that an extraordinary general meeting be held, the Board shall, in accordance with laws, administrative regulations and these Articles, give a written response on whether or not it agrees that an extraordinary general meeting should be held within ten days of receiving the proposal.

Where the Board agrees to hold an extraordinary general meeting, it shall send out a general meeting notice within five days of making its resolution; where the Board declines to hold an extraordinary general meeting, its reasons shall be given and announced.

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Article 50

The Audit Committee has the right to propose to the Board that an extraordinary general meeting be held and shall make any such proposal to the Board in writing. The Board shall, in accordance with laws, administrative regulations and these Articles, give a written response on whether or not it agrees that an extraordinary general meeting should be held within ten days of receiving the proposal.

Where the Board agrees to hold an extraordinary general meeting, it shall send out a general meeting notice within five days of making its resolution. Changes to the original proposal(s) in the notice shall be subject to the consent of the Audit Committee.

Where the Board declines to hold an extraordinary general meeting nor does it respond within ten days upon receipt of the proposal, the Board shall be deemed to be incapable of or has failed in performing the duty of convening the general meeting, in which case the Audit Committee may convene and preside over such meeting by itself.

Article 51

Shareholder(s) who individually or jointly hold more than 10% of the Company’s Shares shall have the right to propose that the Board hold an extraordinary general meeting; any such request to the Board shall be made in writing. The Board shall, in accordance with laws, administrative regulations and these Articles, give a written response on whether or not it agrees that an extraordinary general meeting should be held within ten days of receiving any such request.

Where the Board agrees to hold an extraordinary general meeting, it shall send out a general meeting notice within five days of making its resolution. Changes to the original request(s) in the notice shall be subject to the consent of the Shareholders concerned.

Where the Board declines to hold an extraordinary general meeting nor does it respond within ten days upon receipt of such request, Shareholder(s) who individually or jointly hold more than 10% of the Company’s Shares shall have the right to propose to the Audit Committee to convene an extraordinary general meeting; any such request to the Audit Committee shall be made in writing.

Where the Audit Committee agrees to hold an extraordinary general meeting, it shall send out a general meeting notice within five days upon receipt of such request. Changes to the original proposal(s) in the notice shall be subject to the consent of the Shareholders concerned.

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Failure of the Audit Committee to issue the notice of the general meeting within the stipulated period shall be deemed as the failure of the Audit Committee to convene and preside over the general meeting, and Shareholders severally or jointly holding more than 10% of the Company’s Shares for more than 90 consecutive days shall be entitled to convene and preside over the general meeting on their own.

The number of Shares held as stipulated in this Article shall be calculated on the basis of the Shares of the Company held by the Shareholder on the date when such request is made by such Shareholder or if such date is a non-trading day, the close of the trading day immediately prior to the date of such request.

Article 52

Where the Audit Committee or Shareholders decide(s) to convene the general meeting on their own, they shall notify the Board in writing, and file with the securities regulatory authority at the place of incorporation of the Company and the place where the Company’s Shares are listed in accordance with applicable regulations (if necessary).

Before announcing the resolutions of the general meeting, the convening Shareholders should not hold less than 10% of the Shares.

The Audit Committee or the convening Shareholders shall submit relevant supporting materials (if necessary) to the securities regulatory authority at the place of incorporation of the Company and the place where the Company’s Shares are listed in accordance with applicable regulations when issuing the notice of the general meeting and the announcement of the resolutions of the general meeting.

Article 53

For the general meeting convened by the Audit Committee or Shareholder(s) itself/themselves, the Board and the company secretary shall work in a cooperative manner. The Board shall provide the register of Shareholders of the equity registration date.

Article 54

If the Audit Committee or Shareholder(s) itself/themselves convene the general meeting, the expenses necessary for the meeting shall be borne by the Company.

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Section 4 Proposals and Notices of the General Meetings

Article 55
The contents of the proposal shall fall within the terms of reference of the general meeting, and the proposal shall provide clear agenda and specific matters on which resolutions are to be made, and shall comply with the relevant provisions of the laws, administrative regulations, the Listing Rules and these Articles.

Article 56
When the Company holds the general meeting, the Board, the Audit Committee and Shareholder(s) independently or jointly holding more than 1% of the Company’s Shares shall have the right to make proposals to the Company. The Company shall not increase the shareholding proportion of Shareholders who put forward interim proposals.

Shareholders independently or jointly holding more than 1% of the Company’s Shares may, ten days before the general meeting is held, put forward interim proposals and submit such proposals in writing to the conveners. Interim proposals should have a clear topic and specific resolutions. The conveners shall notify other Shareholders within 2 days after receiving any such proposal and submit the same to the general meeting for consideration, provided that the interim proposal may not violate laws, administrative regulations or the Articles of Association, or fall within the scope of authority of the general meeting.

Except the circumstances prescribed in the preceding paragraph, the conveners shall not modify the proposals listed or add any new proposal to such proposals in the general meeting notice after sending it out.

The general meeting shall not vote on and make a resolution for any proposal not specified in the notice of the general meeting or not in compliance with the provisions of Article 55.

The number of Shares held as stipulated in this Article shall be calculated on the basis of the Shares of the Company held by the Shareholder on the date when the Shareholder submits a proposal or if such date is a non-trading day, the close of the trading day immediately prior to the date of such submission.

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Article 57

The conveners shall inform each Shareholder of the annual general meeting 21 days before the convening such meeting and shall inform each Shareholder of the extraordinary general meeting 15 days before convening such meeting. When calculating the starting date, the Company shall exclude the convening date of the meeting.

Article 58

The notice of the general meeting shall include the following contents:

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

(2) matters and proposals to be considered at the meeting;

(3) a prominent written statement as follows: all Shareholders have the right to attend the general meeting, and may authorize in written form a proxy, who need not necessarily be a Shareholder of the Company, to attend and vote at the meeting;

(4) the equity registration date on which Shareholders are entitled to attend the general meeting;

(5) the name and telephone number of permanent contact persons for the affairs of the meeting;

(6) the voting time and procedure via the internet or through other means;

(7) where any Director, general manager and other senior management members have a material interest in respect of the matters to be discussed, then the nature and extent of that interest shall be disclosed; where the impact of the matters to be discussed on such Director, general manager and other senior management members who are Shareholders is different from the impact on other Shareholders of the same type, then that difference shall be illustrated.

The specific details of all proposals shall be adequately and fully disclosed in the general meeting notices and supplementary notices. Where matters to be discussed require independent non-executive Directors' opinions, the opinions and reasons given by the independent non-executive Directors shall be disclosed when the general meeting notice or supplementary notice is issued.

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Article 59

In the event that the election of Directors is to be discussed at the general meeting, the notice of the general meeting shall fully disclose details of candidates for the Directors, and shall at least include the following particulars:

(1) their educational backgrounds, work experiences, part-time jobs and other personal details;

(2) whether or not they have any associated relations with the Company or the Company’s Controlling Shareholders and actual controllers;

(3) their shareholdings in the Company;

(4) whether or not they have been penalised by CSRC and other relevant departments, and disciplined by the stock exchange.

Unless a Director is elected via the cumulative voting system, each candidate for Director shall be proposed via a single proposal.

Article 60

After a notice of general meeting is given, the general meeting shall not be postponed or cancelled, and the proposals set out in the notice of general meeting shall not be cancelled without due reason. In the event that the meeting is postponed or cancelled, the convenor shall notify each Shareholder and explain the reasons at least 2 working days prior to the scheduled meeting date.

Section 5 Holding of the General Meetings

Article 61

The Board of the Company and other convenors shall take necessary measures to ensure the general meeting is held in an orderly manner. They shall take measures to prevent any interference with the general meeting, disturbance and violation of the legitimate rights and interests of Shareholders and promptly report the same to the relevant departments for investigation.

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Article 62

All Shareholders of the Company, or their proxies, whose names appeared on the register of members on the record date are entitled to attend the general meeting. Shareholders shall have the right to speak and vote at the general meeting in accordance with relevant laws, regulations and these Articles, except where individual Shareholders are required by the Hong Kong Listing Rules to abstain from voting on individual matters. Pursuant to the applicable laws and regulations and the listing rules of the stock exchange of the place where the Company’s Shares are listed, where any Shareholder shall abstain from voting on any particular resolution or is restricted to vote only for or against such resolution, any vote cast by such Shareholder or proxy thereof in violation of such requirement or restriction shall not be counted in the voting results.

Any Shareholder may attend the general meeting in person or appoint one or several persons (who may not be Shareholders) to act as his/her/its proxy to attend and vote at the general meeting on his/her/its behalf. Any Shareholder or his/her proxy shall be entitled to attend the general meeting and exercise his/her voting rights in accordance with relevant laws, regulations and these Articles.

Any Shareholder may attend the general meeting in person or authorize a proxy to attend and vote at the general meeting on his/her/its behalf.

Article 63

For physical meetings:

An individual Shareholder who attends the general meeting in person shall produce his/her own identity card or other valid documents or proof evidencing his/her identity. Where a Shareholder intends to appoint a proxy to attend the general meeting on his/her behalf, the proxy shall produce his/her own valid identity documents and the power of attorney issued by the Shareholder.

A corporate Shareholder shall designate its legal representative or a proxy appointed by the legal representative to attend the meeting. If the legal representative attends the meeting, he/she shall produce his/her own identity card and valid proof of his/her legal representative status. If a proxy has been appointed to attend the meeting, such proxy shall produce his/her own identity card and the written power of attorney issued by the legal representative of the corporate Shareholder according to law.

A partnership Shareholder shall designate the executive partner (a natural person), are representative appointed by the executive partner or a proxy appointed by the executive partner or the representative to attend the meeting. If the executive partner (a natural person), are representative appointed by the executive partner to attend the meeting, he/she shall produce his or her own identity card and valid proof of his/her status. If a proxy has been appointed to attend the meeting, such proxy shall produce his/her own identity card and the written power of attorney issued by the executive partner or the representative appointed by the executive partner.

For electronic general meetings or where shareholders participate in general meetings remotely in accordance with the provisions of laws and regulations and these Articles, shareholders shall complete registration and identity verification in advance as required by the notice of the general meeting, and send personal information to the Company, and participate in the general meeting using the online link and password provided by the Company.

Article 64

The power of attorney issued by Shareholders authorizing others to attend the general meeting shall include the following contents:

(1) the name of the proxy;
(2) whether he/she has voting rights;
(3) instructions to vote for, against or abstention from voting on each item to be discussed on the agenda of the general meeting;
(4) date of issuance and validity period of the power of attorney;
(5) signature (or seal) of the principal. If the principal is a corporate Shareholder, the seal of the legal entity shall be affixed.

Article 65

The power of attorney shall contain a statement which states that, in the absence of instructions by the Shareholder, the proxy of the Shareholder may vote in his/her own discretion or not.

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Article 66

The proxy of the Shareholder may, pursuant to the instructions of the Shareholder, exercise (including but not limited to) the following rights: (1) the Shareholder’s right to speak at the general meeting; (2) the right to demand a poll by himself/herself or jointly with others; (3) the right to exercise voting rights by a poll, provided that where more than one proxy is appointed, the proxies may only exercise such voting rights by a poll.

If the Shareholder is an authorized clearing house (or its proxy) as defined by relevant rules in Hong Kong made from time to time, such Shareholder is entitled to appoint one or more persons or representatives of the Company it deems suitable to act as its proxy in any general meeting and creditors’ meeting, provided that, if more than one person is appointed as proxies, the power of attorney shall state the number and the class of Shares represented by each of the proxies. The person so authorized can represent the recognized clearing house (or its proxy) to attend the meeting and exercise the same legal rights (including the rights to speak and vote) as those entitled by other Shareholders without producing certificates of shareholding, the notarized power of attorney and/or further evidence to prove that he/she has been duly authorized, as if he/she was an individual Shareholder of the Company.

Article 67

In the event that the power of attorney is signed by another person authorized by the principal, the authorization or other authorization instrument shall be notarized, and such notarized authorization, other authorization instrument and the power of attorney shall be maintained at the domicile of the Company or at such other locations as specified in the notice regarding the convening of the meeting 24 hours prior to the meeting at which the matters on which the proxy is authorized to vote or 24 hours before the scheduled voting time.

In the event that a principal is a legal person, its legal representative or such person as authorized by a resolution of its Board or other decision-making body may attend the general meeting in the capacity of a representative.

Where the appointer has deceased, incapacitated to act, withdrawn the appointment or the power of attorney, or where the relevant shares have been transferred prior to the voting, a vote given in accordance with the letter of authorization shall remain valid provided that no written notice of such event has been received by the Company prior to the commencement of the relevant meeting.

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Article 68

The Company shall be responsible for preparing a register of attendees of the meeting. Such register shall record name (or company name), ID no., domicile, number of voting shares held or represented, name (or company name) of appointer and other matters of the attendees.

Article 69

The conveners shall verify the qualification of shareholders with the register of members of the Company, and shall register the name of the shareholders as well as the number of their voting shares. Such registration shall be ceased prior to the announcement by the chairman of such a general meeting of the number of shareholders and their proxies present at the meeting and the total number of their respective voting shares.

Article 70

When the general meeting is held, all directors of the Company shall attend the meeting, and the general managers and other senior management members shall attend the meeting without voting powers.

Article 71

The general meetings shall be presided over by the chairman of the Board. Where the chairman is unable or fails to perform his duty, the general meetings shall be presided over by the vice chairman; where the vice chairman is unable or fails to perform his duty, the general meetings shall be presided over by a director jointly elected by no less than one half of the directors.

For the general meeting convened by the Audit committee on its own, the convener of the Audit Committee shall preside over the meeting. Where the convener of the Audit Committee is incapable of performing or is not performing his/her duties, a member of the Audit Committee jointly elected by more than one half of the members of the Audit Committee shall preside over the meeting.

For a general meeting convened by shareholder(s) on its/their own, the convener(s) shall elect a representative to preside over the meeting.

When a general meeting is held and the presider violates the Rules of Procedures to cause the shareholders meeting impossible to continue, then upon consent of the shareholders with a majority of the voting rights present at the meeting, a person may be elected at the general meeting to act as the presider to continue the meeting.

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Article 72

The Company shall formulate the rules of procedures for general meeting specifying the convening and voting procedures of general meetings, including notice, registration, deliberation of and voting on proposals, votes counting, announcement of voting results, drafting of meeting resolutions, meeting minutes and their signature and other content, as well as the principle of delegation of powers to the Board by the general meeting, and the content of delegation shall be clear and specific. The rules of procedures for general meeting shall be attached hereto as an appendix, and formulated by the Board and approved by the general meeting.

Article 73

At the annual general meeting, the Board shall report to the general meeting on their work in last year. Each of the independent non-executive directors shall also report their work.

Article 74

Directors and senior management members shall provide explanation and clarification to the inquiries and recommendations raised by the shareholders at the general meeting.

Article 75

The presider of the meeting shall announce the number of attending shareholders and proxies and the total number of their voting shares before voting, each of which shall be subject to the registration of the meeting.

Article 76

A general meeting shall have meeting minutes, which shall be recorded by the person designated by the chairman of the Board. The meeting minutes shall record the following:

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

(2) the names of the presider and the directors and general managers attending or present at the meeting with or without voting rights;

(3) the number of attending shareholders and proxies, and the total number of their voting shares and their percentage in the total number of shares of the Company;

(4) the consideration process of each proposal, summaries of the speeches and the voting result;

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(5) details of the inquiries or recommendations of the shareholders, and the corresponding response or explanations;
(6) the name of the vote counter(s) and scrutineer(s);
(7) such other content that shall be recorded in the minutes according to these Articles.

Article 77

The conveners shall guarantee the authenticity, accuracy and completeness of the content of the minutes of the meeting. The directors the conveners or their representative, and the presider and recorder of the meeting attending the meeting shall sign on the minutes. The minutes shall be maintained with the register of names of shareholders attending in person and the proxy form for proxy attending, and valid materials in case of voting off site or otherwise, for a term of at least ten (10) years.

Article 78

The convener shall ensure the successive holding of the general meeting until the adoption of final resolution. Where the general meeting is suspended or unable to adopt resolution due to force majeure or other special reasons, necessary measures shall be taken to resume the general meeting as soon as possible or directly terminate the general meeting concerned, and notify shareholders timely to that effect.

Section 6 Voting and Resolutions at General Meetings

Article 79

The resolutions of the general meeting shall be divided into ordinary resolutions and special resolutions.

Article 80

An ordinary resolution made by the general meeting shall be passed by more than half of the votes held by the Shareholders (including proxies of Shareholders) attending the general meeting.

A special resolution made by the general meeting shall be passed by a two-thirds majority of the votes held by the Shareholders (including proxies of Shareholders) attending the general meeting.

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Article 81

The following matters shall be resolved at the general meeting through ordinary resolutions:

(1) the work reports of the Board;
(2) the profit distribution plans and loss recovery plans formulated by the Board;
(3) removal of members of the Board not being employee representative, and their remunerations and methods of payment;
(4) the annual budget plan and final accounts plan of the Company;
(5) the engagement, dismissal of and removal of the accounting firm, the audit fees of the accounting firm or the way determining the audit fees;
(6) annual report of the Company;
(7) Guarantees as stipulated in Article 44 of these Articles other than items (5);
(8) Changes in the use of proceeds;
(9) such other matters other than those specified by the laws, administrative regulations or these Articles to be resolved by special resolutions.

Article 82

The following matters shall be resolved by a special resolution at the general meeting:

(1) amendments to these Articles and its annexes (including the Rules of Procedure for the general meetings and the Rules of Procedure for the Board);
(2) issue and listing of bonds or any types of shares, warrants and other similar securities of the Company;
(3) any increase or reduction in the Company’s registered capital;
(4) merger, division, dissolution, liquidation or change of the corporate form of the Company;

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

(6) the equity incentive plan and the employee shareholding scheme;

(7) the acquisition of the Company’s shares by the Company under the circumstances set out in Article 25(1) and (2) of these Articles;

(8) other matters that would have a material impact on the Company and shall be approved by special resolutions as determined by ordinary resolutions of general meeting;

(9) Other matters required to be approved by special resolutions in accordance with laws, regulations and other relevant provisions, the Articles of Association or the Rules of Procedure for the general meeting.

Article 83

The shareholders (including their proxies) shall exercise their voting rights according to the number of voting shares that they represent and each share shall have one vote. On a poll taken at a meeting, a shareholder (including proxy thereof) entitled to two or more votes need not cast all his/her votes in the same way (vote for, against or abstain from voting).

The Company’s shares which are held by the Company do not carry any voting rights and shall not be counted in the total number of voting shares represented by shareholders attending the general meeting.

Shareholders who have a significant interest in the matters to be considered at the general meeting shall abstain from voting. The number of shares of a shareholder who has avoided voting shall not be counted as part of the total number of valid votes cast.

Article 84

When a connected transactions are being considered at the general meeting, connected shareholders shall not vote, and the voting shares they represent shall not be counted in the total number of valid voting shares; the general meeting shall adequately disclose information relating to voting by non-connected shareholders.

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The abstention and voting procedures for shareholders with connected relationships at the shareholders' general meeting shall be as follows:

(1) The chairperson of the meeting shall, before any proposal on connected transactions is considered at the shareholders' general meeting, inform connected shareholders that they are not entitled to vote on the proposal, and announce the number of attending shareholders and proxies other than connected shareholders and the total number of their voting shares.

(2) Where connected shareholders participate in voting in violation of the provisions under this article, their voting in respect of matters relating to connected transactions shall be invalid.

(3) In order to be valid, the resolutions made at the general meeting on matters relating to connected transactions shall be passed by more than half of the votes cast by the non-connected shareholders attending the general meeting. However, in order to be valid, in the event of such connected transaction involving matters as stipulated in Article 82 of these Articles, the resolutions of the general meeting must be passed by more than two thirds of the voting rights held by the non-connected shareholders attending the general meeting.

Article 85

Except for special circumstances such as a crisis, the Company will not enter into a contract with a person other than a director, general manager and other senior management members to entrust the management of the Company's entire or important business to such person unless approved by a special resolution of the shareholders' general meeting.

Article 86

The list of candidates for the position of non-employee directors shall be put in the form of a proposal before the general meeting for voting. Methods of and procedures for nominating a candidate for non-employee director shall be:

(1) Candidates for directors of the first session of the Board shall be nominated by the promoters individually or jointly subscribes more than 1% of shares issued by the Company;

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(2) When a re-election of the Board or an addition or replacement of directors made by the Board takes place, incumbent Board and shareholders individually or collectively holding more than 1% of the Company’s shares may nominate candidates pursuant to the number of persons to be elected, for the position of directors for the next session of the Board or for the position of additional directors;

(3) The incumbent Board shall conduct a review on the qualifications of the Director candidates nominated by shareholders, and upon passing the review, such candidates shall be submitted to the general meeting for election.

The number of shares held as stipulated herein shall be calculated as per the shares of the Company held by the shareholder on the date when the shareholder nominates a candidate for director or if such date is a non-trading day, the close of trading day preceding the shareholder’s nomination.

Article 87

For voting at the general meeting in relation to the election of directors, the cumulative voting system may be adopted in accordance with the provisions of these Articles or a resolution of the general meeting.

The cumulative voting system mentioned in the preceding paragraph means that when directors are being elected at the general meeting, each share has as many voting rights as the number of candidates for directors, and the shareholders’ voting rights may be used in a concentrated manner. The above voting shall be made as follows:

(1) The total number of valid votes casted by each shareholder attending the meeting in election of directors shall be equal to the number of voting shares held by the shareholder multiplied by the number of directors to be elected;

(2) Each shareholder may cast all his votes on single candidate for director or spread his votes on different candidates for director;

(3) Votes for single candidate of director may be more or less than the number of voting shares held by the shareholder, which do not need to be integral multiples of the number of his shares. However, the accumulative number of the votes for all candidates for directors shall not exceed the entitled total number of the valid voting rights;

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After completion of voting, all the candidates for directors shall be elected in descending order according to the number of votes they received, upon the capped number of directors to be elected.

Cumulative voting system shall be adopted if a single shareholder and its parties in concert are interested in 30% or above of the shares of the Company.

Article 88
Save under the cumulative voting system, the general meeting shall resolve on all the proposals separately; in the event of several proposals for the same matter, such proposals shall be voted on and resolved in the order of time at which they are submitted. Unless the general meeting is terminated or no resolution can be made for special reasons such as force majeure, voting of such proposals shall neither be shelved nor refused at the general meeting.

Article 89
No amendment shall be made to a proposal when it is considered at the general meeting, otherwise, the relevant amendment shall be deemed as a new proposal and shall not be voted on at the general meeting.

The same voting right can only be exercised in only one form: onsite or otherwise. Where the same voting right is exercised more than once, the voting result of the first time shall prevail.

Article 90
The vote at the general meeting shall be conducted by open ballot.

Article 91
Before proposals are voted on at the general meeting, two shareholders' representatives shall be elected to count and monitor counting of the votes. Where any shareholder has connected relations with any matter considered, the said shareholder and proxy thereof shall not participate in counting and monitoring of votes.

When proposals are voted on at the general meeting, shareholders' representative shall be responsible for the counting and monitoring of the votes and shall announce the voting results on the spot, which voting results shall be recorded in the meeting minutes.

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Article 92

A shareholder attending the general meeting shall express one of the following opinions on any proposal to be voted on: pro, con or abstention, save for the circumstance under which the recognized clearing houses as defined in the relevant regulations in force from time to time under the laws of Hong Kong or their agents which serve as the nominal holders, it shall make declaration according to the instructions of the actual holders.

Blank, wrong, illegible or uncast votes shall be deemed as the voters’ waiver of their voting rights, and the voting results representing the shares held by such voters shall be counted as “abstentions”.

Article 93

If the presider has any doubt as to the result of a resolution which has been put to vote at the general meeting, he may have the votes counted. If the presider has not counted the votes, any shareholder who is present in person or by proxy and who objects to the result announced by the presider may, immediately after the declaration of the result, demand that the votes be counted and the presider shall have the votes counted immediately.

Article 94

Resolutions of the general meeting shall be announced in due time. Resolutions of the general meeting shall specify the number of attending shareholders and their proxies, the total number of voting shares they represent and the proportion of these shares to the total number of the voting shares of the Company, the voting method, the voting result for every proposal and the details of each of the resolutions passed.

Where a proposal has not been passed or the resolutions of the preceding general meeting have been changed at the current general meeting, special mention shall be made in the resolutions of the general meeting.

Article 95

Where a proposal on election of directors is passed at the general meeting, the directors elected shall take office at the time specified in the resolutions of the general meeting. If the resolutions of the general meeting do not specify the time to take office, the directors elected shall take office on the date when the resolution is passed at the general meeting.

Article 96

Where a proposal on cash dividends, bonus shares or increase of equity capital by way of transfer from capital reserves is passed at the general meeting, the Company shall implement the specific scheme within two months after conclusion of the general meeting.

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CHAPTER 5 THE BOARD

Section 1 Directors

Article 97

Directors of the Company are natural persons. A person cannot serve as a director of the Company if any of the following circumstances applies, and a director candidate cannot be nominated as a director of the Company if any of the following circumstances applies:

(1) a person without capacity or with restricted capacity for civil acts;

(2) a person who has been sentenced to punishment because of corruption, bribery, infringement of property, misappropriation of property or sabotaging the socialist market economic order; or who has been deprived of his political rights on committing an offence, where less than five years have elapsed since the date of the completion of implementation of such punishment or deprivation, and less than two years have elapsed since the date of the completion of the probation review if a suspended sentence is announced;

(3) a person who is a former factory manager, director or manager of a company or enterprise which has entered into insolvent liquidation and he is personally liable for the insolvency of such company or enterprise, where less than three years have elapsed since the date of the completion of the insolvency and liquidation of the company or enterprise;

(4) a person who is a former legal representative of a company or enterprise which had its business licence revoked and ordered for closure due to a violation of law and he is personally liable for that, where less than three years have elapsed since the date of the revocation of the business licence and the closure ordered;

(5) the person is personally liable for a substantial debt which is due for payment but remains unpaid and has been listed as a person subject to enforcement for trust-breaking by the People's Court;

(6) the person is banned by the CSRC from entering into the securities market for a period which has not yet expired;

(7) other circumstances as stipulated by the laws, administrative regulations, departmental rules or other contents stipulated in supervisory rules of the place where the Company’s Shares are listed.

For any election and appointment of a director in contravention of this article, such election, appointment or employment shall be void and null. Where a director falls into any of the circumstances stipulated in this article in his term of office, the director shall be removed from office by the Company.

Article 98

The non-employee directors shall be elected or replaced by the general meeting, and may be removed by an ordinary resolution of the general meeting before the expiration of their terms of office, subject to compliance with the relevant laws, administrative regulations, departmental rules, normative documents and the requirements of the Hong Kong Listing Rules.

Employee directors on the Board shall be democratically elected or replaced by the employees of the Company through the employees’ congress, employees’ meeting, or other means, and need not be submitted to the general meeting for consideration.

The directors serve three-year terms, and can be re-elected and reappointed at the end of the term.

The term of office of a Director shall be calculated from the date of appointment until the expiration of the term of office of the current Board. If the term of office of a Director expires without timely reelection, the original Director shall still perform the duties of a Director in accordance with laws, administrative regulations, departmental rules, supervisory rules of the place where the Company’s Shares are listed and the Articles of Association before the newly elected Director takes office.

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Directors may be concurrently served by the general manager or other senior management members, but the total number of Directors concurrently serving as general manager or other senior management members and Directors served by employee representatives shall not exceed one-half of the total number of Directors of the Company.

The procedures for the selection and appointment of a non-employee Director are as follows:

(1) Shareholders who individually or jointly own more than 1% of the Company’s Shares or the Board make a proposal for a Director candidate;
(2) the Nomination Committee of the Board selects and reviews the director candidate and its qualifications and makes recommendations to the Board for its selection and appointment;
(3) the Board considers the appointment of the Director;
(4) the Board submits a proposal for the consideration of the Director candidate to the general meeting;
(5) the proposal for the Director candidate is voted on at the general meeting;
(6) the Director approved by the general meeting takes office.

Article 99

Directors owe loyalty duties to the Company. They should take measures to avoid conflicts between their own interests and those of the Company, and should not use their authority to obtain improper benefits. Directors shall comply with laws, administrative regulations and these Articles and undertake the following loyalty duties to the Company:

(1) not to exploit his/her position to accept bribes or to obtain other illegal income, and not to encroach upon the Company’s properties;
(2) not to misappropriate the funds of the Company;
(3) not to deposit the assets or funds of the Company into an account opened in their own names or the name of another individual;

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(4) not to violate the provisions of these Articles by lending the Company's funds to others or using the Company's properties to provide guarantees to others without the consent of the general meeting or the consent of the Board;

(5) not to enter into a contract or transaction with the Company in violation of the provisions of these Articles or without the consent of the general meeting;

(6) without the consent of the general meeting, not to take advantage of their positions to capture business opportunities which should have been taken by the Company for themselves or others to engage in the same type of businesses as the Company's on their own or for others;

(7) not to accept commissions from transactions with the Company as their own;

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

(9) not to take advantage of their connected relationship with the Company as related parties to compromise the interests of the Company;

(10) any other loyalty duties stipulated in the laws, administrative regulations, departmental rules, supervisory rules of the place where the Company's Shares are listed and the Articles of Association.

Any gain arising from the violation of the provisions by Directors shall belong to the Company. Such Directors shall be liable for compensation for any loss of the Company arising therefrom.

Article 100

Directors owe diligence duties to the Company. In performing their duties, they shall exercise the level of care that a reasonably prudent manager would exercise in the best interests of the Company. Directors shall comply with laws, administrative regulations, supervisory rules of the place where the Company's Shares are listed and these Articles, and perform their diligence obligations to the Company as follows:

(1) to exercise the rights accredited by the Company in cautious, serious and due diligent manners so as to ensure that the commercial behaviours of the Company are in compliance with the PRC laws, administrative regulations and economic policies, and the commercial activities do not exceed the scope of business stipulated in the business license;

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(2) to treat all Shareholders in a fair and equitable manner;
(3) to acquire the knowledge of the business operation and management of the Company on a timely basis;
(4) to sign the written confirmation of regular reports of the Company;
(5) to provide the relevant true details and data to the Audit Committee, and not to interfere with the Audit Committee or its members in their exercise of powers;
(6) other duties of diligence stipulated by the laws, administrative regulations, departmental rules, supervisory rules of the place where the Company’s Shares are listed and the Articles of Association.

Article 101

Where a Director, directly or indirectly, enters into a contract or transaction with the Company, he shall report the matters in connection with such contract or transaction to the Board or the general meeting, and such contract or transaction shall be subject to the approval by a resolution of the Board or the general meeting in accordance with the provisions of the Articles of Association.

The provisions of the preceding paragraph shall also apply where a close relative of a Director, an enterprise directly or indirectly controlled by a Director or his close relatives, or an associate of the Director, enters into a contract or transaction with the Company.

Article 102

No Director may take advantage of his/her position to seek any business opportunity that belongs to the Company for himself/herself or any other person. However, except under any of the following circumstances:

(1) to report to the Board or at the general meeting and obtaining approval by a resolution of the Board or at the general meeting in accordance with the provisions of the Articles of Association;
(2) the Company is not allowed to take advantage of business opportunity as stipulated by the provisions of laws, administrative regulations or the Articles of Association.

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Article 103

Directors cannot operate a business similar to the business of the Company for the benefit of themselves or others, without reporting to the Board or at the general meeting and without obtaining approval by a resolution of the Board or at the general meeting in accordance with the provisions of the Articles of Association.

Article 104

Any Director who fails to attend Board meetings in person and has not entrusted other Directors to attend the meeting on his/her behalf for two consecutive times shall be deemed as unable to perform his duties. The Board shall propose to the general meeting, the employees’ congress, employees’ meeting, or other democratic means to remove such Director.

Article 105

A Director may resign before the expiry of his/her tenure. The resigning director shall submit to the Board a written resignation. The Board shall disclose the relevant information within 2 trading days. A Director shall not, by way of resignation or otherwise, circumvent his/her proper duties.

If the Board of the Company falls below the statutory minimum due to the resignation of Directors, the original Directors shall still perform their duties as Directors in accordance with laws, administrative regulations, departmental rules, the regulatory rules of the place where the Company’s shares are listed and these Articles before the re-elected Directors take office.

Except the circumstances specified in the preceding paragraph, the resignation of a Director shall be effective when the resignation report is served to the Board.

Article 106

When a Director’s resignation takes effect or the term of service expires, the Director shall complete all transfer procedures with the Board. His/her fiduciary duties towards the Company and the Shareholders do not necessarily cease after the end of his/her term of service and shall still be in effect for a period of two years after resignation takes effect or the term of service expires.

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The duty of confidentiality of Directors in respect of trade secrets of the Company survives the termination of their tenure, until such secrets become publicly available information. The duration of other obligations of Directors to the Company shall be determined according to the principle of fairness, depending on the duration between the act concerned and the termination and the specific circumstances and conditions under which the relationship between the Director and the Company was terminated.

Article 107

In the absence of specification in the Articles or legitimate authorization by the Board, no Director shall act in his/her personal capacity on behalf of the Company or the Board. When a Director acts in his/her personal capacity, but a third party may reasonably believe that the Director is representing the Company or the Board, that Director shall declare his/her stance and capacity in advance.

If a Director violates any laws, administrative rules, departmental rules and the provisions stipulated in these Articles in the course of performing his/her duties of the Company and subsequently causes losses to the Company, he/she shall be liable for compensation.

Article 108

The issues including conditions of appointment, nomination and election procedures, term of office, resignation, functions and powers of the independent non-executive Directors shall be implemented in accordance with the relevant provisions of the laws, administrative regulations, departmental rules and the regulatory rules of the place where the Company's shares are listed. If there is a conflict among Shareholders or Directors of the Company that has a material impact on the operation and management of the Company, the independent non-executive Directors shall actively perform their duties to safeguard the overall interests of the listed company.

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Section 2 The Board

Article 109
The Company sets up the Board which shall be responsible for the general meeting.

Article 110
The Board shall consist of eight Directors, including one chairman, one vice chairman. Among them, there shall be three independent non-executive Directors and one Employee Director. All non-employee Directors shall be elected at the general meeting.

Article 111
The Board exercises the following functions and powers:

(1) convening the general meeting and reporting to the general meeting;
(2) implementing the resolutions adopted at general meetings;
(3) deciding on the Company’s business plans and investment proposals;
(4) formulating profit distribution plans and loss recovery plans of the Company;
(5) formulating plans in respect of any increase or reduction of the registered capital, the issuance of bonds or other securities, and the listing of the Company;
(6) formulating proposals for material acquisitions by the Company, acquisitions of the Company’s shares or mergers, demergers, dissolutions and changes of the corporate form of the Company;
(7) deciding on, within the authority granted by the general meeting, matters such as external investments, acquisitions and disposals of assets, asset mortgages, external guarantee matters, entrusted wealth management, connected transactions, external donations;
(8) deciding on the establishment of internal management organizations of the Company;

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(9) deciding on the appointment or dismissal of the general manager of the Company, and to decide on his remuneration, rewards and penalties; deciding on the appointment or dismissal of the Company's senior management members based on the nomination of the general manager, and deciding on their remuneration, rewards and penalties;

(10) setting up the basic management regime of the Company;

(11) formulating the proposals for any amendment to these Articles;

(12) managing information disclosure of the Company (if any);

(13) proposing to the general meeting the appointment or replacement of the accounting firms which provide auditing services to the Company;

(14) receiving reports from the managers of the Company and reviewing their work;

(15) resolving on the acquisition of the Company's shares by the Company under the circumstances stipulated in Article 25(3), (5) and (6) of these Articles;

(16) exercising other functions and powers as stipulated by laws, administrative regulations, departmental rules or these Articles.

Matters beyond the scope of authorization of the general meeting shall be submitted to the general meeting for consideration.

Article 112

The Board of the Company shall make a statement to the general meeting regarding the non-standard audit opinion issued by the certified public accountant on the Company's financial report.

Article 113

The Board shall formulate the Rules of Procedure for the Board of Directors in order to ensure that the Board can implement resolutions approved at the general meeting, improve working efficiency and carry out scientific decision-making. The rules of procedures for the Board shall be annexed to these Articles, developed by the Board and approved at the general meeting.

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Article 114

The Board shall determine the authority of external investment, acquisition and sale of assets, asset mortgage, external guarantee matters, entrusted financial management, related-party transactions and external donations, and establish strict review and decision-making procedures; and material investment projects shall be reviewed by relevant experts and professionals and reported to the general meeting for approval. The Board’s decision-making authority of the Company’s external investment, acquisition and sale of assets, asset mortgage and pledge, external guarantee matters, entrusted financial management, related-party transactions, external donations and other matters is as follows:

(1) To decide on external guarantee matters other than those required to be reviewed and approved by the general meeting as stipulated by laws, administrative regulations, departmental rules, supervisory rules of the place where the Company’s Shares are listed and these Articles. When the Board reviews a guarantee matter, such matter must be reviewed and approved by more than two-thirds of the directors present at the Board meeting.

(2) To decide on the related-party transaction between the Company and connected person if any of the percentage ratios (other than profit ratios) for a transaction on normal commercial terms or on better terms of such related-party transaction, meets all of the following horizontal cut-off requirements:

0.1% or more;
1% or more if the transaction is a connected transaction solely because it involves a “connected person” at the “subsidiary” level; and
5% or more if the total consideration (in the case of “financial assistance”, the aggregate amount of the “financial assistance” together with any pecuniary benefit paid to the connected person or jointly held entity) is also HK$3 million or more;

Provided that any percentage ratio (other than a profit ratio) for a transaction on normal commercial terms or better terms meets all the following horizontal cut-off requirements, it shall be submitted to the general meeting for consideration:

4.5% or more; and
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25% or more if the total consideration (and in the case of financial assistance, the aggregate amount of the financial assistance together with any pecuniary benefit paid to the connected person or jointly held entity) is also HK$10 million or more,

(3) To decide on the following transactions (except for the provision of guarantees):

the total assets involved in the transaction account for more than 5% of the total value of the company's assets as set out in its annual accounts or its most recently published interim report;
the operating revenue of the object of the transaction (such as equity) for the latest accounting year accounts for more than 5% of the company's audited operating revenue for the latest accounting year;
the net profit related to the object of the transaction (such as equity) for the latest accounting year accounts for more than 5% of the company's audited net profit for the latest accounting year;
the transaction consideration represents 5% or more of the average of the market capitalization of the company over the five days preceding the transaction date;
if the company uses equity as the transaction consideration, the number of shares used as consideration represents 5% or more of the total number of shares of the company;
any other matters that are required to be submitted to the Board for approval under the Hong Kong Listing Rules or relevant laws and regulations.

When a company is not profitable, consideration should be given to whether an alternative net profit indicator can be selected or the application of the foregoing net profit indicator can be waived.

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The above transactions are defined in Article 45, Paragraph 3 of these Articles. The above transactions shall be submitted to the general meeting for deliberation and approval after the Board’s deliberation and approval if such matters are required to be submitted to the general meeting for deliberation and approval as stipulated in the laws, regulations, normative documents, the supervisory rules of the place where the Company’s Shares are listed, and Articles of Association.

Article 115

The Board has one chairman and one vice chairman. The Board shall be elected by more than half of all directors.

Article 116

The chairman of the Board shall exercise the following functions and powers:

to preside over the general meetings and to convene and preside over the Board meetings;
to supervise and inspect the implementation of resolutions passed by the Board;
to sign the securities issued by the Company;
to exercise other functions and powers conferred by the Board.

Article 117

The vice chairman of the Board of the Company shall assist the chairman in performing his/her duties. In the event the chairman is unable to perform his/her duties or does not perform such duties, such duties shall be performed by the vice chairman. Where the vice chairman is unable to perform his/her duties or does not perform such duties, such duties shall be performed by a director jointly elected by more than half of the directors.

Article 118

The Board meets regularly at least four times every year and such meetings shall be convened by the chairman. All directors shall be informed in writing 14 days before the meeting. If an interim Board meeting shall be convened, all directors shall be informed in writing 2 days before the meeting, except for an emergency or otherwise provided by these Articles or the Rules of Procedure for the Board. With the approval of all the directors of the Company, the above notice time limit may be waived.

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Article 119

Shareholders representing more than 10% of the voting rights, more than one third of the directors or the Audit Committee may propose to convene an interim Board meeting. A Board meeting shall be convened and presided over by the chairman within 10 days upon receipt

of the proposal. The proportion of voting rights under this Article shall be calculated on the basis of the voting rights corresponding to the shares of the Company held by the shareholder on the date of the proposal or, if the date on which the shareholder makes the proposal is a non-trading day, on the basis of the voting rights corresponding to the shares of the Company held by the shareholder at the close of business on the trading day immediately preceding the date on which the shareholder makes the proposal.

Article 120

The written notice of a Board meeting includes the following:

(1) the date and venue of the meeting;
(2) the duration of the meeting;
(3) the reasons and agenda;
(4) the date on which the notice is sent.

A verbal notice of a Board meeting shall at least include items (1) and (3) above, and the explanations for an interim Board meeting convened in special circumstances or emergencies.

Article 121

No Board meeting shall be held unless attended by a majority of directors. Any resolution adopted by the Board shall require affirmative votes by a majority of directors, unless otherwise stipulated in these Articles.

When voting on the Board’s resolutions, one director shall have one vote. Where there is an equality of votes cast both for and against a resolution, the chairman shall have the right to cast one more vote.

Where a director has a relationship with any enterprise involved in a resolution to be voted on at a Board meeting as a related party, such director shall promptly report in writing to the Board, and shall not exercise her/his voting rights for that resolution, nor shall he/she exercise voting rights on behalf of any other director. The Board meeting shall not be held unless attended by a majority of directors without relationships with any such enterprise as related parties, and any resolution made at the Board meetings must be passed by a majority of directors without any such relationship. Where the number of directors without any such relationship attending the meeting is less than three, the matter shall be submitted to the general meeting for consideration.

Article 122

The ways for voting on the Board’s resolution shall be a show of hands, oral vote or ballot.

Interim Board meeting may be convened through telephone conferences, video conferences, faxes, emails or circulation of written resolutions, provided that the directors can fully give their opinions, and shall be signed by the attending directors. Interim Board meeting may also be convened on site and by other means simultaneously.

Where an interim Board meeting is held off site, the number of directors present is calculated according to the directors present in the video, the directors expressing opinions in the teleconference, the number of valid votes by means of faxes, emails or circulation of written resolutions received within the specified period, or the written confirmations submitted by the directors after the meetings.

Should any director be unable to sign the minutes at such meeting in a timely manner, such director shall vote orally and sign the written resolution as soon as possible. The director’s oral vote shall have the same effect as signing the written resolution, provided that the later written resolution confirms the oral vote during the meeting. Should the written resolution differ from the oral vote, the oral vote shall prevail.

If a Board meeting is convened by circulating written resolutions, which means the proposals are served, separately or in sequence, to a director for his/her review and resolutions, and the director and another director entrusted by him/her shall state clearly their affirmative or negative opinions on the resolutions.

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Article 123

The directors shall attend a Board meeting in person. If a director is unable to attend for any reasons, he/she may appoint another director by a written power of attorney to attend the meeting on his/her behalf. The power of attorney shall specify the name of the proxy, the matters for entrustment, the scope of authorization and validity period, and shall be signed or sealed by the principal. The director who attends the meeting on behalf of any other shall exercise the rights of a director within the scope of authorization. A director who does not attend a Board meeting in person or by proxy shall be deemed to have abstained from voting at such meeting.

Article 124

The Board shall make minutes of the meeting’s decisions on the matters discussed at the meeting, and the directors attending the meeting and the person taking the minutes shall sign the minutes. The directors are entitled to request that an explanatory record of their comments made at the meetings be noted in the minutes.

The minutes of the meetings of the Board shall be kept as company files for a period of not less than ten years.

Article 125

The minutes of the Board meeting shall include the following:

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

(2) the names of the directors present at the meeting, and the names of directors (proxies) present at the meeting appointed by other directors;

(3) the meeting agenda;

(4) summaries of the speeches of directors;

(5) the voting methods and results for each resolution (the voting results shall indicate the number of votes for, against or abstention).

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Article 126

The Board of the Company shall establish an Audit Committee, which shall exercise the powers and functions prescribed for the Supervisory Committee by the Company Law, and other relevant special committees such as strategy, nomination, remuneration and appraisal committees as needed. The special committees are accountable to the Board and perform their duties in accordance with these Articles and the authorization of the Board. Unless otherwise provided, the proposals shall be submitted to the Board for consideration and decision.

The members of such special committees comprise only Directors. Independent non-executive Directors shall account for the majority in each of the Audit Committee, the Nomination Committee and the Remuneration and Appraisal Committee and serve as the conveners. The convener of the Audit Committee shall be an accounting professional. The Board is responsible for formulating the working procedures of the special committees and regulating the operation of the special committees.

Article 127

The Audit Committee shall be composed of three Directors, who shall be Directors not serving as senior management members of the Company. Among them, there shall be no fewer than two independent non-executive Directors, and at least one independent non-executive Director shall be an accounting professional. The members of the Audit Committee shall possess the professional knowledge and experience necessary to perform the duties of the Audit Committee. An Employee Director may serve as a member of the Audit Committee.

Article 128

The Audit Committee shall be responsible for reviewing the Company's financial information and its disclosure, and supervising and evaluating the internal and external audit work and internal control. The following matters shall be submitted to the Board for consideration only after being approved by more than half of all members of the Audit Committee:

(1) Disclosure of financial accounting reports and financial information in periodic reports, and internal control evaluation reports;

(2) Appointment or dismissal of the accounting firm engaged for the Company's audit business;

(3) Appointment or dismissal of the Company's person-in-charge of finance;

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

(5) Other matters stipulated by laws, administrative regulations, the provisions of the CSRC, the Hong Kong Listing Rules, and these Articles.

Article 129

Meetings of the Audit Committee shall be divided into regular meetings and interim meetings. The Audit Committee shall hold at least one regular meeting each quarter, and all members shall be notified 5 days prior to the meeting. An interim meeting may be convened upon the proposal of more than half of the Committee members or the convener, and all members shall be notified 3 days prior to the meeting. The aforementioned notice periods may be waived with the written consent of more than half of all members.

A meeting of the Audit Committee shall be held only if more than two-thirds of its members are present. Each member shall have one vote. Resolutions made at the meeting must be passed by more than half of all members.

Resolutions of the Audit Committee shall be recorded in the meeting minutes as required. The members of the Audit Committee present at the meeting shall sign the meeting minutes.

CHAPTER 6 SENIOR MANAGEMENT MEMBERS

Article 130

The Company shall have one general manager who shall be appointed or dismissed by the Board. The general manager of the Company is a senior management member of the Company. The Company shall have several deputy general managers, one person-in-charge of finance and several other senior management members engaged by the Board. The above-mentioned persons shall be appointed or dismissed by the Board.

Article 131

The circumstances specified in Article 97 of these Articles under which a person may not serve as a director shall also apply to the senior management members.

Article 99 of these Articles concerning the loyalty duties of directors and items (4) to (6) under Article 100 of these Articles concerning the diligent duties shall also apply to the senior management members.

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The provisions of Articles 101 to 103 of these Articles shall also apply to the senior management members.

Article 132

Any person working with Controlling Shareholders or actual controllers of the Company other than as a director shall not serve as the senior management members of the Company. Senior management members of the Company are paid only by the Company and are not paid by the Controlling Shareholder on his/her behalf.

Article 133

The term of office of the general manager shall be three years, renewable upon re-appointment.

Article 134

The general manager shall be accountable to the Board and exercise the following functions and powers:

(1) to be in charge of the production, operation and management of the Company, to arrange implementation of resolutions of the Board, and to report to the Board;

(2) to organize the implementation of the Company’s annual business plans and investment plans;

(3) to formulate the Company’s plans for the establishment of its internal management structure;

(4) to formulate the Company’s basic management system;

(5) to formulate specific regulations of the Company;

(6) to appoint or dismiss the management officers other than those required to be appointed or dismissed by the Board;

(7) to decide on matters other than those required to be approved by the general meeting and the Board as stipulated in these Articles;

(8) to decide on connected transactions other than those required to be reviewed by the Board and the general meeting as stipulated in the Article 114 of these Articles;

(9) to exercise other powers and functions conferred by these Articles, working rules for the general managers or the Board.

The general manager shall attend the Board meetings.

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Article 135

The general manager shall formulate the working rules of the general manager, which become effective upon approval by the Board of Directors.

Article 136

The working rules of the general manager shall include the following contents:

(1) The convening requirements, procedures and attending persons of the general manager meetings;

(2) The respective duties of the general managers and other officers;

(3) The authority of use of the fund and assets of the Company and to reach material contracts, as well as the systems for reporting works to the Board of Directors;

(4) Other matters the Board of Directors deems necessary.

Article 137

The general manager may resign before his term of office expires. The specific procedures and methods for the resignation of the general manager shall be specified in the labor contract entered into between the general manager and the Company.

Deputy general managers of the Company shall be nominated by the general manager and appointed by the Board of Directors, and deputy general managers shall assist the general manager in carrying out his work.

The Company shall appoint a company secretary who shall be responsible for the matters such as preparations for general meeting and Board meetings, keeping of documentation and managing Shareholders’ data, handling information disclosure of the Company. The company secretary shall comply with laws, administrative regulations, departmental rules, the regulatory rules of the place where the Company’s shares are listed and the Articles of Association.

Article 138

Any senior management member who violates any laws, administrative regulations, departmental rules or supervisory rules of the place where the Company’s Shares are listed and the Articles of Association, causing losses to the Company, shall be liable for compensation.

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Article 139
Senior management members of the Company shall faithfully perform their duties and safeguard the best interests of the Company and all Shareholders. If any senior management member of the Company causes damage to the interests of the Company and its Shareholders due to failure in faithfully performing their duties or violation of his/her fiduciary duties, he/she shall be liable for compensation in accordance with the law.

CHAPTER 7 FINANCIAL ACCOUNTING SYSTEM, PROFIT DISTRIBUTION AND AUDIT

Section 1 Financial Accounting System

Article 140
The Company formulates its financial accounting system in accordance with the laws, administrative regulations, the securities regulatory rules of the place where the Company’s Shares are listed and the provisions of relevant PRC authorities.

Article 141
At the end of each accounting year, the Company shall prepare a financial report which shall be audited and verified according to law.

The financial report of the Company shall include the following financial accounting statements and associated breakdown:

(1) balance sheet;
(2) profit and loss statement;
(3) cash flow statement;
(4) notes to the financial accounting statements;
(5) profit distribution statement.

Where there are special requirements imposed by laws, administrative regulations, normative documents and the supervisory rules of the place where the Company’s Shares are listed for the financial statements, such requirements shall prevail.

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Article 142

The Board of the Company shall present before the shareholders at every annual general meeting such financial reports prepared by the Company as required by relevant laws, administrative regulations, normative documents promulgated by local governments and the competent authorities, and the regulatory rules of the place where the Company’s shares are listed.

Article 143

The Company’s financial reports shall be made available for Shareholders’ inspection at the Company 20 days before the date of every annual shareholders’ general meeting.

Article 144

The Company shall send (hereinafter referred to as post) by post, postage paid, 21 days before the date of the annual general meeting, to each shareholder of its overseas listed shares, an annual report comprising the annual accounts and a copy of the auditor’s report thereon. The address of each shareholder shall be as recorded in the register of members of the Company. Subject to the conditions of the laws, administrative regulations and the regulatory rules of the place where the Company’s Shares are listed, the Company may adopt the form of announcement (including publication through the Company’s website and the website of the Hong Kong Stock Exchange). Once the announcement has been made and the corresponding procedures have been fulfilled in accordance with the laws, administrative regulations and regulatory rules of the place where the Company’s Shares are listed, all Shareholders are deemed to have received the aforesaid financial report.

Article 145

The financial statements of the Company shall be prepared in accordance with PRC accounting standards and regulations as well as international accounting standards or the accounting standards of its overseas listing place. If there is any material difference between the financial statements prepared in accordance with the two accounting standards, such difference shall be stated in the notes to the financial statements. When the Company distributes its after-tax profits of the relevant accounting year, the lower of the after-tax profits as shown in the two financial statements, which are prepared in accordance with (i) PRC accounting standards and regulations; or (ii) international standards or the accounting standards of its overseas listing place, shall prevail.

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Article 146

Interim results or financial information published or disclosed by the Company shall be prepared in accordance with PRC accounting standards and regulations as well as international standards or the accounting standards of its overseas listing place.

Article 147

The Company shall comply with the Listing Rules of the Hong Kong Stock Exchange to issue an annual results announcement and an interim results announcement by not later than 3 months after the end of the financial year and 2 months after the end of the first 6 months' period of each year respectively.

The Company shall comply with the rules of the Hong Kong Stock Exchange to issue an annual report and an interim report by not later than 4 months after the end of the financial year and not later than 3 months after the end of the first 6 months of each year respectively.

Article 148

The Company shall not maintain separate account books other than the statutory ones. The Company's funds shall not be deposited in any account opened in the name of any individual.

Article 149

In distributing the current year's profit after tax, 10% of the profit shall be allocated to the Company's statutory reserve fund by the Company. When the cumulative amount of the statutory reserve fund has reached more than 50% of the Company's registered capital, further allocations are not required.

If the statutory reserve fund of the Company is insufficient to make up the losses of the previous year, the profits of the current year shall be used to make up such losses before allocating to the statutory reserve fund in accordance with the preceding paragraph.

After allocation of its profits after tax to its statutory reserve fund, the Company may allocate its profits after tax to its discretionary reserve fund upon a resolution of the general meeting.

The remaining profits after tax after the Company has made up its losses and allocated to its reserve fund may be distributed to its Shareholders in proportion to their shareholdings.

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If the Company distributes profits to Shareholders in violation of the provisions of the Articles of Association, the Shareholders shall return the profits distributed in violation of such provisions to the Company; and the Shareholders and the Directors and senior management members who are held accountable for any loss of the Company arising therefrom, shall assume compensation liabilities.

The Shares held by the Company shall not participate in the distribution of profits.

Article 150

The common reserve fund of a company shall be applied to make up the Company's losses, expand its production and operations or convert it into an increase in its capital. However, the capital common reserve fund shall not be applied to make up the company's losses.

If a company's losses are to be covered by the common reserve fund, the Company shall first utilize the discretionary common reserve fund and the statutory common reserve fund; if the losses still cannot be covered, the Company may utilize the capital common reserve fund in accordance with the regulations.

Upon the transfer of the statutory common reserve fund into an increase in its registered capital, the balance of the fund shall not be less than 25% of the registered capital of the Company before such transfer.

Article 151

Upon the resolution on the profit distribution plan made at the general meeting, the Board is required to complete the distribution of dividends (or Shares) within two months after the general meeting.

Article 152

The Company's profit distribution policy is:

(1) the profit distribution of the Company shall maintain continuity and stability, and firmly attach importance to the actual interests of Shareholders and the long-term interests of the Company;

(2) proposals related to the adjustment of the profit distribution policy shall be submitted to the general meeting of the Company for approval after consideration by the Board;

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(3) the Company may distribute dividends by way of cash, Shares or a combination of cash and Shares; when the conditions are met, the Company may also distribute the interim cash dividends;

(4) the Company’s profit distribution shall not exceed the scope of cumulative distributable profits and shall not jeopardize the Company’s ability to continue as a going concern.

In particular, the objective of the cash dividend policy is the stable growth dividend.

No profit distribution shall be made when the audit report of the Company for the latest year is modified or unqualified with the paragraphs of material uncertainty related to going concern.

Section 2 Internal Audit

Article 153

The Company shall adopt an internal audit system and designate full-time auditors to supervise the internal audits of financial incomes and expenses as well as the business activities of the Company.

Article 154

The internal audit system of the Company and the duties of auditors shall come into effect upon the approval of the Board. The person in charge of audits shall be accountable to and report to the Board.

Section 3 Appointment of Accounting Firm

Article 155

Our Company employs accounting firms that comply with the provisions of the PRC Securities Law and the supervisory rules of the place where the Company’s Shares are listed to conduct accounting statement auditing, net asset verification, other related consulting services and other businesses. The term of employment is one year and can be renewed.

Article 156

The appointment of an accounting firm by the Company must be decided at a general meeting, and the Board shall not appoint an accounting firm before the decision is made at the general meeting.

Article 157

The Company guarantees to provide the hired accounting firm with true and complete accounting vouchers, accounting books, financial accounting reports, and other accounting materials, and shall not refuse, conceal, or give false information.

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Article 158
The audit fee of an accounting firm or the manner in which the audit fee is determined shall be determined by the general meeting.

Article 159
When the Company dismisses or no longer renews the appointment of an accounting firm, the accounting firm shall be notified 10 days in advance. When the dismissal of an accounting firm is voted on at the general meeting, the accounting firm is allowed to state its opinions.

If the accounting firm resigns, it shall explain to the general meeting whether the Company has any improper circumstances.

CHAPTER 8 NOTICE AND ANNOUNCEMENT

Article 160
Notices of the Company shall be delivered in the following forms:

(1) by personal delivery;
(2) by special delivery, post, e-mail or fax;
(3) by way of publishing information on websites designated by the Company and the Hong Kong Stock Exchange, subject to compliance with the applicable laws, administrative regulations, departmental rules, normative documents, the Hong Kong Listing Rules and these Articles;
(4) by way of announcement;
(5) by such other means as agreed by the Company or the addressee in advance or as accepted by the addressee after the notice is received;
(6) by such other means as approved by regulatory authorities or as specified in these Articles.

Article 161
The notices of convening the general meetings of the Company shall be served by way of announcement, personal delivery, post, fax, e-mail or any other means specified in the Articles of Association.

Article 162
The notices of convening the meetings of the Board of the Company shall be served by personal delivery, post, fax or e-mail. However, for the interim Board meeting convened for urgent reasons, except as otherwise provided in these Articles.

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Article 163

For notices of the Company served by personal delivery, the recipient shall sign (or seal) on the delivery receipt and the date of signature affixed by the recipient shall be deemed as the date of service; for notices delivered by post, the fifth business day commencing from the date on which the notice is submitted to the post office for delivery shall be deemed as the date of service; for notices served by fax, the time recorded by the fax machine shall be deemed as the date of service, for notices served by e-mail, the time of sending the e-mail recorded by computer shall be deemed as the date of service. For notices of the Company served by announcement, the notice shall be deemed as received by the relevant persons once the notice is announced.

Article 164

Where the notice of the meeting is not given to any person that is entitled to receive such notice, or where such person fails to receive the notice, due to any accidental omission, this shall not invalidate the meeting or any resolution made at the meeting.

Article 165

Unless the context otherwise requires, announcement referred to in these Articles shall refer to, if issued to shareholders holding domestic unlisted shares or within the PRC in accordance with relevant regulations and these Articles, the announcement published in such PRC newspapers as specified by the PRC laws and administrative regulations or designated by the competent securities regulatory agency of the State Council; and if the Company gives notice by way of an announcement to shareholders holding overseas listed foreign shares, an electronic version of the announcement submitted to the Hong Kong Stock Exchange through the Hong Kong Stock Exchange EPS on the same day for immediate release on the website of the Hong Kong Stock Exchange in accordance with the Hong Kong Listing Rules or by publication of an announcement in the newspapers (including advertisements in the newspapers) as required by the Hong Kong Listing Rules. The announcement shall also be published on the Company's website at the same time.

The information disclosed by the Company in other public media shall not be earlier than in the designated newspapers and websites, and no announcement of the Company shall be issued by other methods such as press release or replies to questions from reporters.

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The Board shall have the right to decide to adjust the determined media for information disclosure of the Company, but should ensure that the designated media for information disclosure meets the qualifications and conditions stipulated by domestic and Hong Kong laws and regulations, the securities regulatory authority of the State Council, overseas regulatory authorities and the Hong Kong Stock Exchange.

CHAPTER 9 MERGER, DIVISION, CAPITAL INCREASE, CAPITAL DECREASE, DISSOLUTION AND LIQUIDATION

Section 1 Merger, Division, Capital Increase and Capital Decrease

Article 166

The merger of the Company may be conducted through a merger by absorption or a merger by new establishment.

The absorption by one company of another company constitutes a merger by absorption, in which case the absorbed company shall be dissolved. The merger of two or more companies into a new company constitutes a merger by new establishment, in which case all the parties to the merger shall be dissolved.

Article 167

Where a company merges with another company in which the former holds not less than 90% of the shares, the acquired company is not required to obtain approval by resolution of its general meeting, but shall notify the other shareholders who have the right to request the Company to buy its equities or shares at a reasonable price.

If the price paid for a company’s merger does not exceed 10% of the Company’s net assets, approval by resolution of its general meeting may not be required unless otherwise provided by the Articles of Association.

Where a company’s merger is exempted from approval by resolution of the general meeting in the previous two cases, it shall be subject to approval by resolution of the Board.

Article 168

For merger of the Company, all parties to the merger shall enter into a merger agreement and prepare a balance sheet and an inventory of property items. The Company shall notify its creditors within 10 days from the date of the Company’s resolution for the merger and make an announcement in newspaper(s) recognized by the CSRC or the National Enterprise Credit Information Publicity System within 30 days from the date of such resolution. The creditors shall, within 30 days

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of receipt of the notice or within 45 days of the date of the announcement in the case of failure of receipt of the notice, require the Company to repay its debts or to provide a corresponding guarantee for repayment.

Article 169
In case of a merger, the debts and liabilities of the merging parties shall be assumed by the surviving or the newly established company.

Article 170
In case of a division, the Company’s assets shall be divided accordingly.

In case of a division, balance sheets and the lists of property items shall be prepared. Within 10 days of the date on which the resolution on division is made, the creditors shall be notified by the Company and an announcement shall be made in the newspaper recognized by the CSRC or on the National Enterprise Credit Information Publicity System within 30 days.

Article 171
The liabilities of the Company which have accrued prior to the division shall be assumed jointly by the companies after the division, except for those otherwise agreed by the Company in a written agreement with its creditors on the settlement of the liabilities prior to the division.

Article 172
The Company shall prepare a balance sheet and an inventory of property items when reducing its registered capital.

The Company shall notify its creditors within 10 days from the date of the Company’s resolution for the reduction of its registered capital and make an announcement in newspaper(s) recognized by the CSRC or the National Enterprise Credit Information Publicity System within 30 days from the date of such resolution. The creditors shall, within 30 days of receipt of the notice or within 45 days of the date of the announcement in the case of failure of receipt of the notice, be entitled to require the Company to repay its debts or to provide a corresponding guarantee for repayment.

The Company’s registered capital after reduction shall not be less than the statutory minimum amount. When the Company reduces its registered capital, it shall, based on a Shareholder’s capital contribution or shareholding, reduce the amount of his/her capital contribution or Shares, unless otherwise stipulated by laws or by the Articles of Association.

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Article 173

If the Company is still in a loss position after covering losses in accordance with the provisions of these Articles, it may reduce the registered capital to cover the losses. If the registered capital is reduced to cover the losses, the Company shall not make any distribution to the Shareholders, nor shall it exempt the Shareholders from the obligations to make capital contributions or pay up the amounts of Shares.

Where the registered capital is reduced in accordance with the preceding provisions, and the provision of the second paragraph of the preceding Article shall not apply, but it shall be announced in newspaper(s) or the National Enterprise Credit Information Publicity System within 30 days from the date on which the general meeting made a resolution to reduce the registered capital.

After the Company reduces its registered capital in accordance with the provisions of the preceding two paragraphs, it shall not distribute profits until the cumulative amount of the statutory reserve and the discretionary reserve reaches 50% of the registered capital of the Company.

Article 174

If the registered capital is reduced in violation of the provisions of these Articles, the shareholders shall return the funds they have received, and the shareholders shall restore the capital contributions to the original state if their capital contribution are reduced or exempted; if losses are caused to the Company, the shareholders and responsible Directors and senior management members shall be liable for compensation.

Article 175

The Company shall, in accordance with the law, handle the procedures for change registration with the Company registration authority where a change in any registration items arises as a result of any merger or division; in the event of dissolution of the Company, the Company shall handle the procedures for registration of cancellation in accordance with the law; in the event of establishment of a new company, the Company shall handle the procedures for registration of establishment in accordance with the law.

Where the Company increases or reduces its registered capital, the Company shall handle the procedures for change registration with the Company registration authority in accordance with the law.

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Section 2 Dissolution and Liquidation

Article 176
The Company is dissolved due to the following reasons:

(1) the term of its operation set out in these Articles has expired or other events of dissolution specified in these Articles have occurred;

(2) the general meeting has resolved to dissolve the Company;

(3) the Company is dissolved by reason of its merger or division;

(4) the business license is revoked, or the business is ordered to close down or is revoked, in accordance with the law;

(5) where the Company encounters serious difficulties in its operation and management and its continuance shall cause a significant loss to the interest of shareholders, and where this cannot be resolved through other means, shareholders who hold more than 10% of the total shareholders’ voting rights of the Company may present a petition to the People’s Court for the dissolution of the Company.

The proportion of voting rights stipulated in the preceding item (5) shall be calculated on the basis of the voting rights corresponding to the shares of the Company held by the shareholders on the date of their written request or at the close of business on the trading day immediately preceding the date of the shareholders’ written request if such date is a non-trading day.

On the occurrence of the events of dissolution set out in the preceding items, the Company shall make an announcement on the National Enterprise Credit Information Publicity System within 10 days.

Article 177
In the event of item (1) and item (2) of paragraph 1 in Article 176, and has not yet distributed property to its shareholders, the Company may survive by amending the Articles of Association or by a resolution of the general meeting.

The amendments to these Articles in accordance with the provisions described above shall require the approval of more than two-thirds of voting rights held by shareholders attending the general meeting.

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Article 178

Where the Company is dissolved by virtue of the reasons set out in item (1), (2), (4), (5) of Article 176 of these Articles, the Company shall establish a liquidation team within 15 days commencing from the date on which the events being the grounds for dissolution has been occurred to start liquidation process.

The directors shall be the Company’s liquidation obligor, and a liquidation team shall be formed within 15 days from the date of occurrence of such grounds for dissolution, to carry out the liquidation process.

The liquidation team shall be composed of directors, unless otherwise provided for in the Articles of Association or the general meeting shall elect another person by a resolution.

If the liquidation obligor fails to perform the liquidation obligation in time and causes losses to the Company or creditors, it shall be liable for compensation.

In case no such committee is established within the required timeframe or such committee does not carry out liquidation after the establishment, the interested parties may make an application to the People’s Court for appointing relevant persons to form the liquidation team for liquidation. The People’s Court shall accept the application and promptly organize a liquidation team to carry out liquidation.

Article 179

The liquidation team shall exercise the following functions and powers during the period of liquidation:

(1) to dispose of the properties of the Company, and to prepare a balance sheet and an inventory of properties respectively;

(2) to inform creditors by notice and announcement;

(3) to dispose of unfinished business of the Company relating to the liquidation;

(4) to pay up all outstanding taxes and tax arising during the liquidation process;

(5) to clear up claims and debts;
(6) to distribute the residual properties of the Company after the full settlement of debts;
(7) to represent the Company in civil litigations.

Article 180

The liquidation team shall notify the creditors within 10 days after its establishment, and make an announcement on the newspaper(s) designated by China Securities Regulatory Commission or on the National Enterprise Credit Information Publicity System within 60 days. Creditors shall, within 30 days from the date of receiving the notice; or for creditors who do not receive the notice, within 45 days from the date of the announcement, declare their claims to the liquidation team.

The creditors shall provide a description and supporting evidence of the matters relating to their claims. The liquidation team shall register the claims.

The liquidation team shall not make any settlement the creditors during the period of declaration of claims.

Article 181

A liquidation plan shall be formulated by the liquidation team after the stocktaking of the Company's properties has been carried out and the balance sheet and an inventory of properties have been formulated, and shall be submitted to the general meeting or the people's court for confirmation.

After the Company pays off respectively the liquidation expenses, the wages of its staff and workers, the social insurance premiums and the statutory compensations, pays its tax arrears and clears up its debts, the remaining properties of the Company shall be distributed in proportion to the shares held by its shareholders.

During the liquidation period, the Company continues to exist but the Company shall not commence any business activities unrelated to the liquidation. Before the Company's debts have been fully repaid in accordance with the provisions of the preceding paragraph, no properties of the Company shall be distributed to its shareholders.

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Article 182

After having examined the Company’s properties and having prepared a balance sheet and an inventory of properties, if the liquidation team discovers that the Company’s properties are insufficient to pay its debts in full, it shall immediately apply to the people’s court for a declaration of insolvency.

After the People’s Court accepts the petition for bankrupt, the liquidation team shall handover the liquidation matters to bankruptcy administrator appointed by the People’s Court.

Article 183

Following the completion of liquidation of the Company, the liquidation team shall prepare a liquidation report, submit the same to the general meeting or the People’s Court for confirmation, and submit the same to the Company registration authorities to apply for deregistration of the Company and to announce the termination of the Company.

Article 184

The members of the liquidation team shall perform their liquidation duties and assume the duty of loyalty and duty of diligence.

The members of the liquidation team may not use their powers to accept bribes or other illegal income, or misappropriate the Company’s properties.

The members of the liquidation team who are negligent in performing their liquidation duties and cause losses to the Company shall be liable for compensation; if the Company or a creditor sustains a loss due to a willful act or gross negligence on the part of a member of the liquidation team, such liquidation team member shall be liable for damages.

Article 185

Where the Company is declared bankrupt according to law, bankruptcy liquidation shall be conducted in accordance with the law on enterprise bankruptcy.

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CHAPTER 10 AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 186

In any of the following circumstances, the Company shall amend the Articles of Association:

(1) after amendments are made to the Company Law or relevant laws and administrative regulations, the matters specified in these Articles run counter to the amended laws and administrative regulations;

(2) the conditions of the Company have changed, and such change is not covered in these Articles;

(3) the general meeting has resolved to amend these Articles.

Article 187

If the amendment to these Articles approved by the general meeting’s resolution requires approval by the competent authorities, it must be submitted to the competent authorities for approval; if it involves company registration matters, change registration shall be completed in accordance with the law. The amendment to these Articles approved by the general meeting’s resolution is the information required to be disclosed by applicable laws, administrative regulations, departmental rules, normative documents and the Hong Kong Listing Rules and shall be announced as required.

Article 188

The Board shall modify these Articles in accordance with the resolution of the general meeting on modifying these Articles and the approval opinions of relevant competent authorities.

CHAPTER 11 SUPPLEMENTARY ARTICLES

Article 189

Definitions

(1) The actual controller means any person who is not a shareholder, but actually controls the Company’s actions by means of his or her investment relationship, agreement or any other arrangement.

(2) The term “related-party transaction” and “connected transaction” in these Articles have the same meaning; “connected transaction” and “controlling shareholder” refer to the definitions given to them under the Hong Kong Listing Rules.

(3) Subsidiaries refer to entities included in the scope of consolidated statements of the Company.

Article 190
The Board may formulate by-laws in accordance with these Articles, provided that such by-laws shall not be in violation of these Articles.

Article 191
These Articles are written in Chinese. In the event of any inconsistency between any other language or different version of articles of association and these Articles, the latest Chinese version of these Articles approved by and registered with Changsha City Market Supervision and Administration Department shall prevail.

Article 192
The terms “above”, “within”, “following”, as stated in these Articles of Association, shall all include the given figure; the terms “except”, “less”, “lower” shall all exclude the given figure.

Article 193
The Board of the Company shall be responsible for the interpretation of these Articles.

Article 194
Any annexes to these Articles shall include the Rules of Procedure for the general meeting and the Rules of Procedure for the Board of Directors respectively.

Article 195
After consideration and approval by the general meeting of the Company and/or its authorized organizations or persons (if applicable), these Articles shall become effective and implemented from the date of listing of the H shares publicly offered by the Company on the Main Board of the Hong Kong Stock Exchange. Matters of amendment to these Articles shall be considered and approved by the general meeting.

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Article 196

Any matters not covered in these Articles shall follow the requirements of applicable laws, administrative regulations, departmental rules, normative documents and the relevant provisions of the securities regulatory authorities of Hong Kong in combination with the actual situation of the Company. If these Articles are contradicted to those specified by the applicable laws, administrative regulations, departmental rules, normative documents promulgated and implemented after these Articles take effect or the relevant provisions of the securities regulatory authorities of Hong Kong, the requirements of the applicable laws, administrative regulations, departmental rules, normative documents promulgated and implemented after these Articles take effect or the relevant provisions of the securities regulatory authorities of Hong Kong shall prevail.

(No text below)

CiDi Inc.

March 2026