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CMON Limited Board/Management Information 2024

Jan 11, 2024

50172_rns_2024-01-11_f24f0ae8-7656-4ea6-b0d3-c4c1a92bfc3d.pdf

Board/Management Information

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Shenyang Public Utility Holdings Company Limited (the ‘‘Company’’), you should at once hand this circular together with the accompanying form of proxy to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or transferee.

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

瀋陽公用發展股份有限公司

Shenyang Public Utility Holdings Company Limited

(a joint stock limited company incorporated in the People’s Republic of China) (Stock code: 747)

(I) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND RULES OF PROCEDURES

(II) PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS (III) PROPOSED RE-ELECTION AND APPOINTMENT OF SUPERVISORS AND (IV) NOTICES OF CLASS MEETINGS AND EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 10 of this circular.

Notices convening the Domestic Shareholders Class Meeting, the H Shareholders Class Meeting and the EGM to be held at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC at 10:00 a.m., 10:30 a.m. (or immediately after the conclusion of Domestic Shareholders Class Meeting or any adjournment thereof to be held at 10:00 a.m. on the same day) and 11:00 a.m. (or immediately after the conclusion of H Shareholders Class Meeting or any adjournment thereof to be held at 10:30 a.m. on the same day) on Tuesday, 30 January 2024 are set out on pages EGM-1 to EGM-13 of this circular, and the form(s) of proxy for each meeting is enclosed. Whether or not you are able to attend such meetings, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s H share registrar, Hong Kong Registrars Limited, at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for H Shareholders) or the Company’s office at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC (for Domestic Shareholders) as soon as possible and in any event not less than 24 hours before the time appointed for holding such meetings or any adjourned meeting (as the case may be).

Completion and return of the form of proxy will not preclude you from attending and voting in person at the meetings or any adjourned meeting should you so wish.

11 January 2024

CONTENTS

Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Appendix I — Proposed Amendments to the Articles of Association . . . . . . . . . I-1
Appendix II — Proposed Amendments to the Rules of Procedures
for General Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
Appendix III — Proposed Amendments to the Rules of Procedures
for the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-1
Appendix IV — Proposed Amendments to the Rules of Procedures
for the Supervisory Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-1
Appendix V — Biographical Details of the Directors and Supervisors Proposed
to be Re-elected and Appointed
. . . . . . . . . . . . . . . . . . . . . . . . . . . .		 V-1
Notice of Class Meeting for Holders of Domestic Shares . . . . . . . . . . . . . . . . . . . . . . . . EGM-1
Notice of Class Meeting for Holders of H Shares
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		 EGM-5
Notice of Extraordinary General Meeting
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		 EGM-9

– i –

DEFINITIONS

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

  • ‘‘Articles of Association’’ the existing articles of association of the Company

  • ‘‘Board’’ the board of Directors

  • ‘‘Class Meetings’’ the Domestic Shareholders Class Meeting and the H Shareholders Class Meeting

  • ‘‘Company’’

  • Shenyang Public Utility Holdings Company Limited (瀋陽 公用發展股份有限公司), a joint stock limited company incorporated in the PRC and its H Shares are listed on the Main Board of the Stock Exchange

  • ‘‘Director(s)’’ the directors of the Company

  • ‘‘Domestic Share(s)’’

  • ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for in RMB by PRC domestic natural person and/or PRC incorporated entities

  • ‘‘Domestic Shareholders’’ holders of the Domestic Share(s)

  • ‘‘Domestic Shareholders Class Meeting’’

  • a class meeting for Domestic Shareholders proposed to be held at 10:00 a.m. on Tuesday, 30 January 2024 for the Domestic Shareholders to consider, and if thought fit, approve the proposed amendments to the Articles of Association and Rules of Procedures

  • ‘‘EGM’’

  • an extraordinary general meeting proposed to be held at 11:00 a.m. on Tuesday, 30 January 2024 (or immediately after the conclusion of H Shareholders Class Meeting or any adjournment thereof) for the Shareholders to consider, and if thought fit, approve the proposed amendments to the Articles of Association and Rules of Procedures

  • ‘‘H Share(s)’’

  • overseas listed foreign ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, all of which are listed on the Main Board of the Stock Exchange, and subscribed for and traded in Hong Kong dollars

  • ‘‘H Shareholders’’ holders of the H Share(s)

– 1 –

DEFINITIONS

  • ‘‘H Shareholders Class a class meeting for H Shareholders proposed to be held at Meeting’’ 10:30 a.m. on Tuesday, 30 January 2024 (or immediately after the conclusion of Domestic Shareholders Class Meeting or any adjournment thereof) for the H Shareholders to consider, and if thought fit, approve the proposed amendments to the Articles of Association and Rules of Procedures

  • ‘‘Hong Kong’’

  • the Hong Kong Special Administrative Region of the PRC

  • ‘‘Listing Rules’’

  • the Rules Governing the Listing of Securities on the Stock Exchange

  • ‘‘PRC’’

  • the People’s Republic of China, which for the purpose of this circular excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

  • ‘‘RMB’’

  • Renminbi, the lawful currency of the PRC

  • ‘‘Rules of Procedures’’

  • the Rules of Procedures for General Meeting, the Rules of Procedures for the Board of Directors and the Rules of Procedures for the Supervisory Committee

  • ‘‘Rules of Procedures for the the existing rules of procedures for the board of directors of Board of Directors’’ the Company

  • ‘‘Rules of Procedures for the existing rules of procedures for shareholders’ general General Meeting’’ meeting of the Company

  • ‘‘Rules of Procedures for the the existing rules of procedures for the supervisory Supervisory Committee’’ committee of the Company

  • ‘‘Share(s)’’

  • Domestic Share(s) and/or H Share(s) (as the case may be)

  • ‘‘Shareholder(s)’’

  • holder(s) of the Share(s)

  • ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

  • ‘‘Supervisor(s)’’ the supervisor(s) of the Company

– 2 –

LETTER FROM THE BOARD

瀋陽公用發展股份有限公司 Shenyang Public Utility Holdings Company Limited

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

(Stock code: 747)

Executive Directors: Registered office: Mr. Zhang Jing Ming (Chairman) No. 1 – 4, 20A, Central Street, Mr. Huang Chunfeng (Chief Executive Officer) Shenyang Economic and Mr. Leng Xiao Rong Technological Development Zone, the PRC

Non-executive Directors:

Mr. Chau Ting Yan Principal place of business in the PRC: Mr. Yin Zong Chen Room 3802, Block N, Zhidi Mansion, Independent Non-executive Directors: No. 55, Xinghua North Street, Mr. Guo Lu Jin Tiexi District, Shenyang, Mr. Luo Zhuo Qiang the PRC Ms. Gao Hong Hong

Principal place of business in Hong Kong: Room 2507, 25/F., Tower 1, Lippo Centre, 89 Queensway, Hong Kong

11 January 2024

To the Shareholders

Dear Sir or Madam,

(I) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND RULES OF PROCEDURES

(II) PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS (III) PROPOSED RE-ELECTION AND APPOINTMENT OF SUPERVISORS AND (IV) NOTICES OF CLASS MEETINGS AND EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 28 December 2023 in relation to the Proposed Re-election and Appointment of Directors and Supervisors, and Proposed Amendments to the Articles of Association and the Rules of Procedures.

– 3 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with the notices of the Domestic Shareholders Class Meeting, the H Shareholders Class Meeting, and the EGM and further information regarding certain resolutions to be proposed at such meetings in relation to the (i) Proposed Amendments to the Articles of Association, the Rules of Procedures for General Meetings, the Rules of Procedures for the Board of Directors and the Rules of Procedures for the Supervisory Committee; (ii) Proposed Re-election and Appointment of Directors; and (iii) Proposed Re-election and Appointment of Supervisors, so that you may make informed decisions on such resolutions at the Domestic Shareholders Class Meeting, the H Shareholders Class Meeting and the EGM.

  • (I) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, THE RULES OF PROCEDURES FOR GENERAL MEETINGS, THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS AND THE RULES OF PROCEDURES FOR THE SUPERVISORY COMMITTEE

On 17 February 2023, the State Council (the ‘‘State Council’’) of the PRC issued the Decision of the State Council to Repeal Certain Administrative Regulations and Documents 《( 國務院關於廢止部分行政法規和文件的決定》) and the China Securities Regulatory Commission (the ‘‘CSRC’’) issued the Trial Measures of Overseas Securities Offering and Listing by Domestic Companies 《( 境內企業境外發行證券和上市管理試行辦法》) (the ‘‘Trial Measures’’) and related guidelines, which came into effect on 31 March 2023. Meanwhile, the Mandatory Provisions for Companies Listing Overseas 《( 到境外上市公司章程必備條款》) (the ‘‘Mandatory Provisions’’) set forth in Zheng Wei Fa (1994) No. 21 file issued on 27 August 1994 by the State Council Securities Policy Committee and the State Commission for Restructuring the Economic System and the Special Regulations on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies 《( 國務院關於股份有限公司境外募集股份 及上市的特別規定》) issued on 4 August 1994 by the State Council had been repealed on the effective date of the Trial Measures. PRC issuers shall formulate their articles of association with reference to the Guidelines on Articles of Association of Listed Companies 《( 上市公司章 程指引》) (the ‘‘Guidelines’’) issued by the CSRC in place of the Mandatory Provisions. Furthermore, holders of domestic shares and H shares are no longer deemed to be different classes of shareholders, thus the class meeting requirement applicable to holders of domestic shares and H shares are no longer necessary and removed. In light of the above, the Stock Exchange also proposed certain amendments to the Listing Rules, which came into effect on 1 August 2023.

In addition, pursuant to the consultation conclusions of the ‘‘Proposals to Expand the Paperless Listing Regime and Other Rule Amendments’’ published by the Stock Exchange in June 2023, the Listing Rules would be amended with effect from 31 December 2023 to the effect, among others, that any ‘‘corporate communication’’ (as defined under the Listing Rules) must, to the extent permitted under all applicable laws and regulations, be satisfied by the listed issuer (i) sending or otherwise making available the corporate communication to the relevant holders of its securities using electronic means or (ii) making the corporate communication available on its website and the Stock Exchange’s website.

– 4 –

LETTER FROM THE BOARD

In light of the above, the Board proposes to amend the Articles of Association by adopting a new set of articles of association of the Company in substitution for, and to the exclusion of, the Articles of Association (the ‘‘Proposed Amendments’’) and to make some other housekeeping amendments.

The Board is of the view that the Proposed Amendments (including the removal of the class meeting requirement from the Articles of Association following the repeal of the Mandatory Provisions) will not compromise protection of the H Shareholders and will not have material impact on measures relating to shareholder protection, as Domestic Shares and H Shares are regarded as one class of ordinary shares under PRC law, and the substantive rights attached to these two kinds of shares (including voting rights, dividends and asset distribution upon liquidation) are the same.

After the Proposed Amendments take effect, the Company will continue to comply with the Listing Rules to meet the core shareholder protection standards through compliance with PRC laws in combination with its constitutional documents pursuant to Appendix 3 of the Listing Rules and will further monitor its ongoing compliance with these standards and notify the Stock Exchange if it becomes unable to comply with any of these standards.

In view of the Proposed Amendments, the Board also proposes to make corresponding amendments to certain provisions of the Rules of Procedures.

The proposed amendments to the Articles of Association and the Rules of Procedures shall be subject to the passing of a special resolution by the Shareholders at the Domestic Shareholders Class Meeting, the H Shareholders Class Meeting and the EGM, and will become effective upon the approval by the Shareholders at the Domestic Shareholders Class Meeting, the H Shareholders Class Meeting and the EGM. Prior to the proposed amendments to the Articles of Association and the Rules of Procedures becoming effective, the Articles of Association and the Rules of Procedures will continue to be in force.

The Company held a Board meeting on 28 December 2023, which has considered and approved, the proposed amendments to the Articles of Association and the Rules of Procedures.

Details regarding the proposed amendments to the Articles of Association and the Rules of Procedures are set out in Appendix I to Appendix IV to this circular. In case of any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

The Company’s legal advisers to the laws of Hong Kong and the PRC have confirmed that the Proposed Amendments comply with the requirements of the Listing Rules and the applicable laws of the PRC, respectively. The Company have confirmed that there is nothing unusual about the Proposed Amendments for a company incorporated in the PRC and listed on the Stock Exchange.

– 5 –

LETTER FROM THE BOARD

(II) PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS

Proposed Re-election of Directors

Pursuant to the Articles of Associations, the term of office of the Directors and Supervisors of each session shall be three years and eligible for re-election. The Directors and the shareholder’s representative Supervisors of the new session shall be elected or reelected in a general meeting by ordinary resolutions passed by the Shareholders. The employee’s representative Supervisors shall be elected democratically by the employees of the Company.

The term of office of all Directors of the eighth session shall expire on 11 February 2024. The Company has been informed that, Mr. Yin Zong Chen (the non-executive Director of the eighth session of the Board), Mr. Guo Lu Jin (the independent nonexecutive Director of the eighth session of the Board) and Ms. Gao Hong Hong (the independent non-executive Director of the eighth session of the Board) will retire and will not stand for re-election as candidate of Directors of the ninth session of the Board being approved at the EGM.

Each of Mr. Yin Zong Chen, Mr. Guo Lu Jin and Ms. Gao Hong Hong has confirmed that he or she has no disagreement with the Board and he or she is not aware of any matters relating to the retirement of Directors that need to be brought to the attention of the Shareholders.

Mr. Zhang Jing Ming, Mr. Leng Xiao Rong and Mr. Huang Chunfeng as executive Directors; Mr. Chau Ting Yan as non-executive Director; and Mr. Luo Zhuo Qiang as independent non-executive Director have been nominated as candidates for re-election as members of the ninth session of the Board.

Proposed Appointment of Directors

At a Board meeting held on 28 December 2023, the Board has unanimously resolved to nominate for appointment of Ms. Jiang Hai Ling (蔣海玲) (‘‘Ms. Jiang’’) and Mr. Mao Hai Bin (毛海濱) (‘‘Mr. Mao’’) as independent non-executive Directors of the ninth session of the Board (the ‘‘Proposed Appointment of Directors’’). The Board also proposed the appointment of Mr. Mao as the chairman of the remuneration committee of the Company (the ‘‘Remuneration Committee’’) and the member of the nomination committee of the Company (the ‘‘Nomination Committee’’); Ms. Jiang serves as each of member of the audit committee of the Company (‘‘Audit Committee’’) and Nomination Committee of the ninth session of the Board, with effect from the date of the consideration and approval of the members of the ninth session of the Board.

The Proposed Appointment of Directors is subject to the approval of Shareholders by ordinary resolutions at the EGM. The term of office of Directors of the ninth session of the Board shall be three years from the date of approval at the EGM.

– 6 –

LETTER FROM THE BOARD

The Nomination Committee has reviewed the composition of the Board and assessed the backgrounds and experiences of the Directors and the Proposed Appointment of Directors. In the view of their extensive knowledge and invaluable experience, the Board accepts the nomination by the Nomination Committee and it considers that their election is in the best interests of the Company and all Shareholders.

The proposed emoluments of the proposed executive Directors namely Mr. Zhang Jing Ming, Mr. Leng Xiao Rong and Mr. Huang Chunfeng will be RMB100,000, RMB100,000 and RMB120,000 per annum respectively; the proposed emoluments of the proposed non-executive Director, namely Mr. Chau Ting Yan will be RMB120,000 per annum; the proposed emoluments of the proposed independent non-executive Directors, namely Ms. Jiang, Mr. Luo Zhuo Qiang and Mr. Mao will be RMB120,000, RMB120,000 and RMB120,000 per annum respectively.

Biographical details of each of the Directors proposed to be re-elected and appointed are set out in Appendix V to this circular.

(III) PROPOSED RE-ELECTION AND APPOINTMENT OF SUPERVISORS

Proposed Re-election of Supervisors

The term of office of all Supervisors of the eighth session shall expire on 11 February 2024. The Company has been informed that, Mr. Zhang Yun Feng (the independent Supervisor of the eighth session of the Supervisory Committee), Mr. Chen Jun Feng (the shareholder’s representative Supervisor of the eighth session of the Supervisory Committee), and Mr. Zheng Ze Jian (the employee’s representative Supervisor of the eighth session of the Supervisory Committee) will retire and will not stand for re-election as candidate of the respective Supervisors of the ninth session of the Supervisory Committee being approved at the EGM.

Each of Mr. Zhang Yun Feng, Mr. Chen Jun Feng and Mr. Zheng Ze Jian has confirmed that he has no disagreement with the Supervisory Committee and he is not aware of any matters relating to the retirement of Supervisors that need to be brought to the attention of the Shareholders.

Mr. Wang Xing Ye as the chairman of the Supervisory Committee has been nominated as candidate for re-election as the chairman of the ninth session of the Supervisory Committee and shareholder’s representative Supervisor.

Mr. Fang Wei Ran as employee’s representative Supervisor has been nominated as candidate for re-election as member of the ninth session of the Supervisory Committee.

– 7 –

LETTER FROM THE BOARD

Proposed Appointment of Supervisor

At the Supervisory Committee meeting held on 28 December 2023, it is resolved to nominate for appointment of Mr. Chen Bin (陳斌) as the shareholder’s representative Supervisor of the ninth session of the Supervisory Committee (the ‘‘Proposed Appointment of Supervisor’’).

The Proposed Appointment of Supervisor is subject to the approval of Shareholders by ordinary resolutions at the EGM. The term of office of Supervisors of the ninth session of the Supervisory Committee shall be three years from the date of approval at the EGM.

The proposed emoluments of the proposed Supervisors namely Mr. Fang Wei Ran, Mr. Wang Xing Ye and Mr. Chen Bin will be RMB12,000, RMB15,000 and RMB12,000 per annum respectively.

Biographical details of each of the Supervisors proposed to be re-elected and appointed are set out in Appendix V to this circular.

Each of the proposed Directors and Supervisors will enter into a service contract with the Company for a term of three years after the proposed ordinary resolutions regarding their reelection being passed at the EGM. The appointment of Directors and Supervisors will be for a term of three years after the proposed ordinary resolutions regarding their appointment being passed at the EGM.

The proposed emoluments for the proposed Directors and Supervisors are determined on the basis of prevailing market rate, scope of work, level of involvement, experience, seniority and the recommendation of the Remuneration Committee.

DOMESTIC SHAREHOLDERS CLASS MEETING, H SHAREHOLDERS CLASS MEETING AND EGM

The Domestic Shareholders Class Meeting, the H Shareholders Class Meeting and the EGM will be held at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC at 10:00 a.m., 10:30 a.m. (or immediately after the conclusion of the Domestic Shareholders Class Meeting or any adjournment thereof to be held at 10:00 a.m. on the same day) and 11:00 a.m. (or immediately after the conclusion of the H Shareholders Class Meeting or any adjournment thereof to be held at 10:30 a.m. on the same day) on Tuesday, 30 January 2024, for the purpose of considering and, if thought fit, passing resolutions regarding the above matters. The notices of the Domestic Shareholders Class Meeting, the H Shareholders Class Meeting and the EGM are set out in this circular on pages EGM-1 to EGM-4, pages EGM-5 to EGM-8, and pages EGM-9 to EGM-13, respectively.

– 8 –

LETTER FROM THE BOARD

The forms of proxy for use at the Domestic Shareholders Class Meeting, the H Shareholders Class Meeting and the EGM are enclosed with this circular. Whether or not you are able to attend such meetings, you are requested to complete the form(s) of proxy in accordance with the instructions printed thereon and return the same to the Company’s H share registrar, Hong Kong Registrars Limited, at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for H Shareholders) or the Company’s office at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC (for Domestic Shareholders) as soon as possible and in any event not less than 24 hours before the time appointed for holding such meetings or any adjourned meetings (as the case may be). Completion and return of the relevant forms of proxy will not preclude you from attending and voting in person at the meetings or at any adjourned meetings should they so wish.

Pursuant to relevant requirements of the Listing Rules, voting at the Domestic Shareholders Class Meeting, the H Shareholders Class Meeting, and the EGM will be taken by poll. The announcements of poll results of the above-mentioned meetings will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.shenyang747.com). To the best of the Directors’ knowledge, information and belief, none of the Shareholders will be required to abstain from voting at the Domestic Shareholders Class Meeting, the H Shareholders Class Meeting, and the EGM according to the Listing Rules.

BOOK CLOSURE PERIOD

In order to ascertain the entitlements of the Shareholders to attend the Domestic Shareholders Class Meeting, the H Shareholders Class Meeting, and the EGM, the register of members of the Company will be closed from 25 January 2024 to 30 January 2024 (both days inclusive), during which period no transfer of Shares will be effected. To be eligible to attend and vote at the Domestic Shareholders Class Meeting, the H Shareholders Class Meeting, and the EGM, all transfer documents must be lodged with the H Share Registrar, Hong Kong Registrars Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on 24 January 2024 (for H Shareholders) or the Company’s office at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC no later than 4:00 p.m. on 24 January 2024 (for Domestic Shareholders).

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

– 9 –

LETTER FROM THE BOARD

RECOMMENDATION

The Board is of the opinion that, all resolutions as set out in the notices of the Domestic Shareholders Class Meeting, the H Shareholders Class Meeting, and the EGM for Shareholders’ consideration and approval are in the interests of the Company and the Shareholders as a whole, and therefore, recommended Shareholders to vote in favour of all resolutions to be proposed at the Domestic Shareholders Class Meeting, the H Shareholders Class Meeting, and the EGM.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the Appendix(s) to this circular.

By Order of the Board Shenyang Public Utility Holdings Company Limited Zhang Jing Ming Chairman

– 10 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The English version of this Appendix is an unofficial translation of its Chinese version prepared for reference only. In case of any discrepancy between the two versions, the Chinese version shall prevail.

Details of the Proposed Amendments to the Articles of Association are set out below:

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No. Before Amendments Amendments Article after Amendments Reason for the
Amendments
CHAPTER 1 GENERAL CHAPTER 1 GENERAL
1 Article 6, after amendment, is
rearranged to be Article 1		 Article 1In order to protect the legal
rights and interests of the Company,
shareholders, and creditors, and to
regulate the organization and activities
of the Company, this Articles of
Association is formulated by the
Company in accordance with the
Company Law of the People’s Republic
of China (hereinafter referred to as the
“Company Law”) , the Securities Law of
the People's Republic of China
(hereinafter referred to as the “Securities
Law”), the Trial Administrative
Measures of Overseas Securities
Offering and Listing by Domestic
Companies, the Applicable Guidelines
under Regulatory Rules — Overseas
Offering and Listing Category No. 1, the
Rules Governing the Listing of
Securities on The Stock Exchange of
Hong Kong Limited (hereinafter referred
to as the “Hong Kong Listing Rules”),
Guidelines for the Articles of
Association of Listed Companies, and
other relevant State laws and
administrative regulations.		 Article 1 of the
Guidelines for
Articles of
Association
2 Article 1This company (or “The
Company”) is a company limited by
shares established according to the
Company Law of the People’s
Republic of China , Special
Provisions of the State Council
Concerning the Floatation and Listing
Abroad of Stocks by Limited Stock
Companies and other related laws and
administrative laws and regulations.
Following approval of the
GuoJingMao QiGai [1999] No.589
Paper of the State Economic and
Trade Commission, the Company is
incorporated by means of sponsorship
and registered in the Shenyang
Administration for Industry and
Commerce in July 2, 1999. The
number of the Company’s business
license is 210131000009129(1-1).
The sponsor of the Company:
Shenyang Public Utility Group
Company Limited.
(Article 1 of the Essential Clauses)		 Article 2~~1~~
This co
Company”) is a co
by shares establish
the Company Law
~~bli f hi~~		 Article 2This company (or “The
Company”) is a company limited by
shares established according to the
Company Law and other related laws
and administrative laws and regulations.
Following approval of the GuoJingMao
QiGai [1999] No.589 Paper of the State
Economic and Trade Commission, the
Company is incorporated by means of
sponsorship, registered in the Shenyang
Administration for Industry and
Commerce and obtained the Company’s
business license on July 2, 1999. The
Company’s unified social credit code is
912101067157200609.		 The Special
Provisions of the
State Council
Concerning the
Floatation and
Listing Abroad of
Stocks by Limited
Stock Companies is
repealed.
Article 2 of the
Guidelines for
Articles of
Association
~~Repuc o Cna~~
~~ii f h~~
~~Provsons o te~~
~~i h l~~
~~Concernng te F~~
~~4ii Abd~~
~~Lstng roa o~~
~~iid k~~

license on
~~in~~
July 2, 1999.~~The~~
~~number o the Company’s business~~
~~license is 210131000009129(1-1).~~
The Company’s unified social
credit code is
912101067157200609.
~~The sponsor~~
~~of the Company: Shenyang Public~~
~~Utility Group Company Limited.~~
~~(Article 1 of the Essential Clauses)~~

– I-1 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

3 Addition Article 3The Company was
approved by the China
Securities Regulatory
Commission (hereinafter
referred to as"CSRC") on
October 19, 1999 to initially
issue 420.4 million foreign
shares subscribed in foreign
currencies to foreign investors
and listed overseas, which were
listed on The Stock Exchange of		 Article 3The Company was approved
by the China Securities Regulatory
Commission (hereinafter referred to as
"CSRC") on October 19, 1999 to initially
issue 420.4 million foreign shares
subscribed in foreign currencies to
foreign investors and listed overseas,
which were listed on The Stock
Exchange of Hong Kong Limited
(hereinafter referred to as the “Hong
Kong Stock Exchange”) on December
16, 1999.		 Article 3 of the
Guidelines for
Articles of
Association

Hong Kong Limited (hereinafter

referred to as the“Hong Kong
Stock Exchange”) on December
16, 1999.
4 Article 2Registered Name of the
Company:
Chinese:瀋陽公用發展股份有限公
司
English: SHENYANG PUBLIC
UTILITY HOLDINGS COMPANY
LIMITED
(Article 2 of the Essential Clauses)		 Article 4~~2~~
Registered Name of
the Company:
Chinese:瀋陽公用發展股份有限
公司
English: SHENYANG PUBLIC
UTILITY HOLDINGS
COMPANY LIMITED
~~(Article 2 of the Essential~~
~~Clauses)~~		 Article 4Registered Name of the
Company:
Chinese:瀋陽公用發展股份有限公司
English: SHENYANG PUBLIC
UTILITY HOLDINGS COMPANY
LIMITED		 Article 4 of the
Guidelines for
Articles of
Association
5 Article 3The Company’s domicile:
1-4 A20, Zhongyang Street, Shenyang
Economic & Technological
Development Area
Postal code: 110141
Tel.: 86-24-24351041
Fax: 86-24-24333288
(Article 3 of the Essential Clauses)		 Article 5~~3~~
The Company’s
domicile: 1-4 A20, Zhongyang
Street, Shenyang Economic &
Technological Development Area
Postal code: 110141
~~Tel.: 86-24-24351041~~
~~Fax: 86-24-24333288~~
~~(Article 3 of the Essential~~
~~Clauses)~~		 Article 5The Company’s domicile: 1-4
A20, Zhongyang Street, Shenyang
Economic & Technological Development
Area
Postal code: 110141		 Article 5 of the
Guidelines for
Articles of
Association
~~Te.: 8-~~
~~6~~
~~Fax: 8-~~
~~Ail~~
~~(rtce~~
~~l~~
~~Causes)~~
6 Addition Article 6The registered capital
of the Company is
RMB1,469,376,000.		 Article 6The registered capital of the
Company is RMB1,469,376,000.		 Article 6 of the
Guidelines for
Articles of
Association
7 Article 5 is rearranged to be Article
7		 Article 7The Company is a perpetual
company limited by shares.		 Article 7 of the
Guidelines for
Articles of
Association
8 Article 4The legal representative of
the Company is the chairman of its
board of directors.
(Article 4 of the Essential Clauses)		 Article 8~~4~~
The~~legal~~
~~representative of the Company is~~
~~the~~
~~c~~hairman of~~its~~
~~t~~he
board of
directorsis the legal
representative of the Company.
~~(Article 4 of the Essential~~
~~Clauses)~~		 Article 8The chairman of the board of
directors is the legal representative of
the Company.		 Article 8 of the
Guidelines for
Articles of
Association
9 Article 5The Company is a company
limited by shares existing in
perpetuity.
(Article 5 of the Essential Clauses)		 Article 7~~5~~
The Company is a
perpetual
company limited by
shares~~existing in perpetuity~~
~~.~~
~~(Article 5 of the Essential~~
~~Clauses)~~		 Rearranged to be Article 7

– I-2 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

10 Article 6This Articles of Association
is formulated by the Company in
accordance with the Company Law of
the People’s Republic of China
(hereinafter referred to as the
“Company Law”), the Special
Provisions of the State Council
Concerning the Company Limited by
Shares Issuing Shares and Seeking a
Listing Outside the PRC (hereinafter
referred to as the “Special
Provisional”), the Essential Clauses
for the Articles of Association of
Companies Seeking a Listing Outside
the PRC (hereinafter referred to as the
“Essential Clauses”), the Reply of the
State Council of the People’s
Republic of China on the Adjustment
of the Notice Period for General
Meetings and Other Matters
Applicable to Overseas Listed
Companies (Guo Han [2019] No.97)
and other relevant State laws and
administrative regulations.		 Article 1~~6~~
In order to protect
the legal rights and interests of
the Company, shareholders, and		 Rearranged to be Article 1.

creditors, and to regulate the
organization and activities of
the Company, this
~~This~~
~~A~~rticles
of Association is formulated by
the Company in accordance with
the Company Law of the People’s
Republic of China (hereinafter
referred to as the “Company
Law”),~~the Special Provisions of~~
~~the State Council Concerning the~~
~~Company Limited by Shares~~
~~Issuing Shares and Seeking a~~
~~Listing Outside the PRC~~
~~(hereinafter referred to as the~~
~~“Special Provisional”), the~~
~~Essential Clauses for the Articles~~
~~of Association of Companies~~
~~Seeking a Listing Outside the~~
~~PRC (hereinafter referred to as~~
~~the “Essential Clauses”), the~~
~~Reply of the State Council of the~~
~~l’ bli f hi h~~
~~Peopes Repuc o Cna on te~~
~~Adjustment of the Notice Period~~
~~for General Meetings and Other~~
~~Matters Applicable to Overseas~~
~~Listed Companies (Guo Han~~
~~[2019] No.97)~~
, the Securities
Law of the People's Republic of
China (hereinafter referred to
as the“Securities Law”), the
Trial Administrative Measures
of Overseas Securities Offering
and Listing by Domestic
Companies, the Applicable
Guidelines under Regulatory
Rules— Overseas Offering and

Listing Category No. 1, the
Rules Governing the Listing of
Securities on The Stock
Exchange of Hong Kong
Limited (hereinafter referred to

as the“Hong Kong Listing
Rules”), Guidelines for the
Articles of Association of Listed
Companies,
and other relevant
State laws and administrative
regulations.
11 Article 7The Company has
completed the registration procedures
at Shenyang Administration for
Industry and Commerce for the
Original Articles of Association. The
Original Articles of Association took
effect on the date of registration.
These Articles of Association has
been approved by the approving
authority authorized by the State
Council. The original Articles of
Association shall be replaced by these
Articles of Association of the
Company.
The Company shall file an application
to amend its statutory registration in
respect of the amendment of these
articles of association within the time
limit prescribed by the relevant laws
and administrative regulations.		 Deletion

– I-3 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

12 Addition Article 9 The total assets of the
Company are divided into equal		 Article 9The total assets of the
Company are divided into equal shares.
Shareholders assume responsibility for
the Company to the extent of the shares
they subscribe to, and the Company
assumes responsibility for its debts with
its total assets.		 Article 9 of the
Guidelines for
Articles of
Association

shares. Shareholders assume
responsibility for the Company
to the extent of the shares they
subscribe to, and the Company
assumes responsibility for its
debts with its total assets.
13 Article 8From the date of these
articles of association becoming
effective, these articles of association
constitute a legally binding document
regulating the Company’s
organization and activities, and the
rights and obligations between the
Company and each shareholder and
among the shareholders inter se.
(Article 6 of the Essential Clauses)		 Article 10~~8~~
From the date of
these articles of association
becoming effective, these articles
of association constitute a legally
binding document regulating the
Company’s organization and
activities, and the rights and
obligations between the Company
and each shareholder and among
the shareholders inter se.These
articles of association are
binding on the Company,
shareholders, directors,
supervisors and senior
administrative officers. These
articles of association are
actionable by shareholders
against each other, by
shareholders against the
directors, supervisors, general
managers and other senior
administrative officers of the
Company, by shareholders
against the Company, and by
the Company against the
shareholders, directors,
supervisors, general managers
and other senior administrative
officers.
~~(Article 6 of the Essential~~
~~Clauses)~~		 Article 10From the date of these articles
of association becoming effective, these
articles of association constitute a legally
binding document regulating the
Company’s organization and activities,
and the rights and obligations between
the Company and each shareholder and
among the shareholders inter se. These
articles of association are binding on the
Company, shareholders, directors,
supervisors and senior administrative
officers. These articles of association are
actionable by shareholders against each
other, by shareholders against the
directors, supervisors, general managers
and other senior administrative officers
of the Company, by shareholders against
the Company, and by the Company
against the shareholders, directors,
supervisors, general managers and other
senior administrative officers.		 Article 10 of the
Guidelines for
Articles of
Association
14 Article 9These articles of association
are binding on the Company and its
shareholders, directors, supervisors,
general manager, deputy general
managers and other senior
administrative officers of the
Company; all of whom are entitled to
claim rights concerning the affairs of
the Company in accordance with
these articles of association.
These articles of association are
actionable by a shareholder against
the Company and vice versa, by
shareholders against each other and
by a shareholder against the directors,
supervisors, general manager, deputy
general managers and other senior
administrative officers of the
Company in respect of rights and
obligations concerning the affairs of
the Company arising out of these
articles of association.
The actions referred to in the
preceding paragraph include court
proceedings and arbitration
proceedings.
(Article 7 of the Essential Clauses)		 Merged with the preceding Article

– I-4 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

15 Addition Article 11
administr		 Article 11
administr		 The other senior
ative officers referred
articles of association		 The other senior
ative officers referred
articles of association		 Article 11The other senior
administrative officers referred to in
these articles of association refer to the
deputy general managers, the secretary
of the board of directors and the chief
financial officer of the Company.		 Article 11 of the
Guidelines for
Articles of
Association
to in these
refer to th

managers,

board of d
financial o
16 Addition Article 12In accordance with
the provisions of the
Constitution of the Chinese
Communist Party, the Company		 Article 12In accordance with the
provisions of the Constitution of the
Chinese Communist Party, the Company
establishes Communist Party’s
organizations and carries out Communist
Party’s activities. The Company provides
necessary conditions for the activities of
the Communist Party’s organizations.		 Article 12 of the
Guidelines for
Articles of
Association

establishes Communist Party’s
organizations and carries out
Communist Party’s activities.
The Company provides
necessary conditions for the
activities of the Communist
Party’s organizations.
17 Article 10The Company may invest
in other limited liability companies or
joint stock limited companies. The
Company’s liabilities to an investee
company shall be limited to the
amount of its capital contribution to
the investee company.
Approved by the approving authority
authorized by the State Council, the
Company may operate as a holding
company as described in the second
paragraph of Article 12 of the
Company Law, according to the needs
of operation and management.
(Article 8 of the Essential Clauses)		 Artic
allow		 le 13~~10~~
ed by l		 Within the scope
aws and regulations,		 Article 13Within the scope allowed by
laws and regulations, the Company may
invest in other enterprises. However,
unless otherwise provided by law, it
shall not become an investor who
assumes joint liability for the debts of
the investee enterprise.		 Article 15 of the
Company Law

the
~~T~~
other
~~escre n te secon paragrap~~
~~of Article 12 of the Company~~
~~Law, according to the needs of~~
~~operation and management.~~
~~(Article 8 of the Essential~~
~~Clauses)~~
18 Article 11On condition of
compliance with applicable laws and
regulations of the People’s Republic
of China (“PRC”), the Company has
the power to raise and borrow money
which power includes without
limitation the issue of debentures, the
charging or mortgaging of part or
whole of the Company’s business or
properties and other rights permitted
by PRC laws and administrative
regulations.
Pursuant to the decision made in the
general meeting, the board of the
Company may process the aforesaid
raising or borrowing after obtaining
the approvals from the relevant
departments of the government.		 Deletion

– I-5 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

CHAPTER 2 PURPOSES AND
SCOPE OF BUSINESS		 CHAPTER 2 PURPOSES AND
SCOPE OF BUSINESS		 CHAPTER 2 PURPOSES AND
SCOPE OF BUSINESS		 CHAPTER 2 PURPOSES AND
SCOPE OF BUSINESS		 CHAPTER 2 PURPOSES AND
SCOPE OF BUSINESS
19 Article 12The objectives of the
operation of the Company are:
Focusing on the main business,
operating steadily, serving the
society, and benefiting shareholders.
(Article 9 of the Essential Clauses)		 Article 14~~12~~
The objectives of
the operation of the Company are:
Focusing on the main business,
operating steadily, serving the
society, and benefiting
shareholders.
~~(Article 9 of the Essential~~
~~Clauses)~~		 Article 14The objectives of the
operation of the Company are: Focusing
on the main business, operating steadily,
serving the society, and benefiting
shareholders.
20 Article 13The scope of business of
the Company shall comply with those
items approved by the company’s
registration authority.
The scope of business of the
Company includes: investment and
operation of urban public utility, and
self-operation of self-owned assets.
(Article 10 of the Essential Clauses)		 Article 15~~13~~
The scope of
business of the Company shall
comply with those items approved
by the company’s registration
authority.
The scope of business of the
Company includes: investment
and operation of urban public
utility, and self-operation of
self-owned assets.
~~(Article 10 of the Essential~~
~~Clauses)~~		 Article 15The scope of business of the
Company shall comply with those items
approved by the company’s registration
authority.
The scope of business of the Company
includes: investment and operation of
urban public utility, and self-operation
of self-owned assets.
21 Article 14The Company may,
according to domestic and overseas
markets, domestic and overseas
business demands and its ability to
develop, upon the approval by special
resolution adopted by the
Shareholders’ general meeting and
the approval of the relevant state
governing authority, adjust its scope
of business or investment orientation
and method etc.		 Article 16~~14~~
The Company may,
according to domestic and
overseas markets, domestic and
overseas business demands and its
ability to develop, upon the
approval by special resolution
adopted by the Shareholders’
general meeting and the approval
of the relevant state governing
authority(if required)
, adjust its
scope of business or investment
orientation and method etc.		 Article 16The Company may, according
to domestic and overseas markets,
domestic and overseas business demands
and its ability to develop, upon the
approval by special resolution adopted
by the Shareholders’ general meeting
and the approval of the relevant state
governing authority (if required), adjust
its scope of business or investment
orientation and method etc.

b
on
22 CHAPTER 3 SHARES AND
REGISTERED CAPITAL		 CHAPT
~~REGIS~~		 E
 R 3 SHARES~~AND~~
~~RED CAPITAL~~		 CHAPTER 3 SHARES
23 Addition SECTIO N 1 SHARE
E		 SECTION 1 SHARE ISSUANCE
ISSUAN C
24 Addition Article 17
Company		 The shares of the
take the form of		 Article 17The shares of the Company
take the form of stocks.		 Article 15 of the
Guidelines for
Articles of
Association

stocks.
25 Addition Article 18
openness,		 Article 18The principle of openness,
fairness and impartiality shall be applied
to the issuance of shares of the
Company, and each share of the same
class shall have the same rights.
The terms of issue and price per share
shall be the same for shares of the same
class issued at the same time; the same
price shall be paid per share for shares
subscribed by any entity or individual.		 Article 16 of the
Guidelines for
Articles of
Association

same class shall have the same
rights.
The terms of issue and price per

share shall be the same for
shares of the same class issued
at the same time; the same price

shall be paid per share for
shares subscribed by any entity
or individual.

shares su

or individ
26 Addition Article 19 The shares issued by
the Company shall be
denominated in RMB.		 Article 19The shares issued by the
Company shall be denominated in RMB.		 Article 17 of the
Guidelines for
Articles of
Association

– I-6 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

27 Addition Article 2
issued by		 Article 20Domestic shares issued by the
Company shall be centrally deposited
with China Securities Depository and
Clearing Corporation Limited. The
overseas listed foreign shares issued by
the Company in Hong Kong shall be
deposited mainly with the securities
registration and clearing companies in
Hong Kong, and may also be held in the
name of individuals by shareholders.		 Article 18 of the
Guidelines for
Articles of
Association

mainly with the securities
registration and clearing
companies in Hong Kong, and
may also be held in the name of
individuals by shareholders.

may also

individu
28 Addition Article 21 The promoter of the
Company is Shenyang Public
Utility Group Company Limited.
The promoter established the
Company by means of
sponsorship on July 1, 1999 by
converting the appraised net
assets of the subsidiaries into
share capital for the subscription
of 600 million domestic shares of
the Company.		 Article 21The promoter of the Company
is Shenyang Public Utility Group
Company Limited. The promoter
established the Company by means of
sponsorship on July 1, 1999 by
converting the appraised net assets of the
subsidiaries into share capital for the
subscription of 600 million domestic
shares of the Company.		 Article 19 of the
Guidelines for
Articles of
Association
29 Article 15There must, at all times, be
ordinary shares in the Company.
Subject to the approval of the
companies approving department
authorized by the State Council, the
Company may, according to its
requirements, create classes of shares.
(Article 11 of the Essential Clauses)		 Article 22~~15~~
There must, at all
times, be ordinary shares in the
Company. Subject tocompliance
with laws and regulations and
the requirements of securities
regulatory authorities
~~the~~
~~approval of the companies~~
~~approving department authorized~~
~~by the State Council~~
~~,~~the
Company may, according to its
requirements, createother
classes
of shares.
~~(Article 11 of the Essential~~
~~Clauses)~~		 Article 22There must, at all times, be
ordinary shares in the Company. Subject
to compliance with laws and regulations
and the requirements of securities
regulatory authorities, the Company
may, according to its requirements,
create other classes of shares.		 The Essential
Clauses are
repealed.
30 Article 16The shares issued by the
Company shall have a par value of
Renminbi one yuan. The Renminbi
referred to in the preceding paragraph
is the legal currency of the People’s
Republic of China.
(Article 12 of the Essential Clauses)		 Article 23~~16~~
The shares issued by
the Company shall have a par
value of Renminbi one yuan.
The Renminbi referred to in the
preceding paragraph is the legal
currency of the People’s Republic
of China.
~~(Article 12 of the Essential~~
~~Clauses)~~		 Article 23The shares issued by the
Company shall have a par value of
Renminbi one yuan. The Renminbi
referred to in the preceding paragraph is
the legal currency of the People’s
Republic of China.
~~(rtce~~
~~l~~
~~Causes)~~
31 Article 17Subject to the approval of
the securities authority of the State
Council, the Company may issue and
offer shares to domestic investors or
foreign investors for subscription.
Foreign investors referred to in the
preceding paragraph means those
investors of foreign countries and
regions of Hong Kong, Macau and
Taiwan who subscribe for shares
issued by the Company. Domestic
investors mean those investors within
the territory of the PRC (excluding
investors of the regions referred to in
the preceding sentence) who subscribe
for shares issued by the Company.
(Article 13 of the Essential Clauses)		 Article 24
~~l~~		 Article 24The Company shall, when
issuing shares to domestic and foreign
investors, perform the registration (if
required) or filing procedures with the
CSRC in accordance with the law.
Foreign investors referred to in the
preceding paragraph means those
investors of foreign countries and
regions of Hong Kong, Macau and
Taiwan who subscribe for shares issued
by the Company. Domestic investors
mean those investors within the territory
of the PRC (excluding investors of the
regions referred to in the preceding
sentence) who subscribe for shares
issued by the Company.		 The Trial
Administrative
Measures of
Overseas Securities
Offering and Listing
by Domestic
Companies
~~approva~~
~~f h~~
~~(rtce 3 o te Essenta Causes)~~

– I-7 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

32 Article 18Shares issued by the
Company to investors inside the
People’s Republic of China and to be
subscribed for in Renminbi shall be
referred to as “Domestic- Invested
Shares”. Shares issued by the
Company to investors outside the
People’s Republic of China and to be
subscribed for in foreign currency
shall be referred to as “Foreign-
Invested Shares”. Foreign Invested
Shares listed overseas shall be
referred to as “Overseas-Listed
Foreign-Invested Shares”. Both the
shareholders of the Domestic-Invested
Shares and the shareholders of the
Overseas-Listed Foreign-Invested
Shares are the shareholders of the
ordinary shares, and shall enjoy the
same rights and obligations.
The foreign currencies referred to in
the preceding paragraph mean the
legal currencies (apart from
Renminbi) of other countries or
districts which are recognized by the
foreign exchange control authority of
the State and can be used to pay the
Company for the share price.
Ordinary shares issued by the
Company but not listed in the stock
exchanges in or outside the People’s
Republic of China referred to as
non-listed shares. Subject to the
approval from the securities
regulatory authorities of the State
Council, the non-listed shares can be
listed and traded on the overseas
stock exchanges and non-listed shares
and the conversation of the non-listed
shares into Overseas-Listed Foreign-
Invested Shares on the overseas stock
exchanges shall also comply with the
requirements of the Company Law
and the Securities Law of the People’s
Republic of China and the relevant
domestic legal requirements as well
as regulatory procedures, regulations
and requirements prescribed by the
relevant overseas stock exchanges.
No general meeting or class
shareholders’ meeting is required to
be held for voting on the listing and
trading of non-listed shares on the
overseas stock exchange and the
conversion of non-listed shares into
Overseas Listed Foreign Invested
Shares. The Overseas-Listed Foreign-
Invested Shares to be converted from
the non-listed shares shall be as the
same class of the existing Overseas-
Listed Foreign- Invested Shares.
(Article 14 of the Essential Clauses)		 Article 25~~18~~
Shares issued by the
Company to investors inside the
People’s Republic of China and to
be subscribed for in Renminbi
shall be referred to as “Domestic-
Invested Shares”. Shares issued
by the Company to investors
outside the People’s Republic of
China and to be subscribed for in
foreign currency shall be referred
to as “Foreign- Invested Shares”.
Foreign Invested Shares listed
overseas shall be referred to as
“Overseas-Listed Foreign-
Invested Shares”. Both the
shareholders of the Domestic-
Invested Shares and the
shareholders of the Overseas-
Listed Foreign-Invested Shares
are the shareholders of the
ordinary shares, and shall enjoy
the same rights and obligations.
The foreign currencies referred to
in the preceding paragraph mean
the legal currencies (apart from
Renminbi) of other countries or
~~districts~~
~~a~~reas
which are
recognized by the foreign
exchange control authority of the
State and can be used to pay the
Company for the share price.
Ordinary shares issued by the
Company but not listed in the
stock exchanges in or outside the
People’s Republic of China
referred to as non-listed shares.
Subject to compliance with laws		 Article 25Shares issued by the
Company to investors inside the People’s
Republic of China and to be subscribed
for in Renminbi shall be referred to as
“Domestic- Invested Shares”. Shares
issued by the Company to investors
outside the People’s Republic of China
and to be subscribed for in foreign
currency shall be referred to as “Foreign-
Invested Shares”. Foreign Invested
Shares listed overseas shall be referred
to as “Overseas-Listed Foreign-Invested
Shares”. Both the shareholders of the
Domestic-Invested Shares and the
shareholders of the Overseas-Listed
Foreign-Invested Shares are the
shareholders of the ordinary shares, and
shall enjoy the same rights and
obligations.
The foreign currencies referred to in the
preceding paragraph mean the legal
currencies (apart from Renminbi) of
other countries or areas which are
recognized by the foreign exchange
control authority of the State and can be
used to pay the Company for the share
price.
Ordinary shares issued by the Company
but not listed in the stock exchanges in
or outside the People’s Republic of
China referred to as non-listed shares.
Subject to compliance with laws and
regulations and the requirements of
securities regulatory authorities, all or
part of the non-listed shares may be
converted into Overseas-Listed Foreign-
Invested Shares. The listing and trading
of the said converted shares on overseas
stock exchanges shall also comply with
the regulatory procedures, regulations
and requirements of the overseas
securities markets.
No general meeting is required to be
held for voting on the listing and trading
of non-listed shares on the overseas
stock exchange and the conversion of
non-listed shares into Overseas Listed
Foreign Invested Shares.

and regulations and the
requirements of securities
regulatory authorities, all or
part of the non-listed shares
may be converted into
Overseas-Listed Foreign-
Invested Shares. The listing and

trading of the said converted
shares on overseas stock
exchanges shall also comply
with the regulatory procedures,
regulations and requirements of

the overseas securities markets.
~~Subject to the approval from the~~
~~ii l hii f~~
~~securtes reguatory autortes o~~
~~the State Council, the non-listed~~
~~h b lid d dd~~
~~sares can e ste an trae on~~
~~the overseas stock exchanges and~~
~~non-listed shares and the~~
~~conversation of the non-listed~~
~~shares into Overseas-Listed~~
~~Foreign- Invested Shares on the~~
~~overseas stock exchanges shall~~
~~l l ih h i~~
~~aso compy wt te requrements~~
~~of the Company Law and the~~
~~Securities Law of the People’s~~
~~Republic of China and the~~
~~relevant domestic legal~~
~~i ll l~~
~~requrements as we as reguatory~~
~~procedures, regulations and~~
~~requirements prescribed by the~~
~~relevant overseas stock~~
~~exchanges.~~

– I-8 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No general meeting
~~hhld’~~
~~Overseas-Lste Foregn-Investe~~
~~Shares to be converted from the~~
~~non-listed shares shall be as the~~
~~same class of the existing~~
~~Overseas- Listed Foreign-~~
~~Invested Shares.~~
~~(Article 14 of the Essential~~
~~Clauses)~~
33 Article 19Foreign-Invested Shares
issued by the Company and listed in
Hong Kong shall be called “H
Shares”. H Shares are shares which
have been approved by relevant
authority of the State, and admitted
for listing on The Stock Exchange of
Hong Kong Limited (the “Stock
Exchange”), the par value of which is
denominated in Renminbi and which
are subscribed for and traded in Hong
Kong dollars.		 Article 26~~19~~
Foreign-Invested
Shares issued by the Company
and listed in Hong Kong shall be
called “H Shares”. H Shares are
shares which have been approved
by relevant authority of the State,
and admitted for listing onthe
~~The~~
~~Stock Exchange of~~
Hong Kong
~~Limited (the “~~
~~S~~tock Exchange~~”)~~
~~,~~
the par value of which is
denominated in Renminbi and
which are subscribed for and
traded in Hong Kong dollars.		 Article 26Foreign-Invested Shares
issued by the Company and listed in
Hong Kong shall be called “H Shares”.
H Shares are shares which have been
approved by relevant authority of the
State, and admitted for listing on the
Hong Kong Stock Exchange, the par
value of which is denominated in
Renminbi and which are subscribed for
and traded in Hong Kong dollars.
34 Addition Article 27
shares of		 Article 27The total number of shares of
the Company is 1,469,376,000 shares,
all of which are ordinary shares, of
which 864,000,000 are domestic shares,
accounting for 58.80% of the total share
capital, and 605,376,000 are H shares,
accounting for 41.20% of the total share
capital.		 Article 20 of the
Guidelines for
Articles of
Association
35 Article 20Subject to the approval of
the companies approving department
authorized by the State Council, the
Company may issue a total of
1,000,000,000 ordinary shares
(excluding over-allotment).
600,000,000 shares was issued to
Shenyang Public Utility Group
Company Limited when the Company
established, accounting 60% of the
total ordinary shares the Company
may issue.
(Article 15 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.

– I-9 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

36 Article 21The ordinary shares
initially issued by the Company upon
its incorporation are 420,400,000 H
Shares, representing 41.2% of the
total issuable ordinary shares the
Company. The structure of the share
capital of the Company after the
further issuing is as follows: the total
number of ordinary shares in issue is
1,020,400,000 ordinary shares, of
which Shenyang Public Utility Group
Company Limited holding
600,000,000 Shares and H
Shareholders holding 420,400,000
shares, representing 58.8% and 41.2%
of the total share capital respectively.
On 13 February 2009, Beijing Mingde
Guangye Investment Consultant
Company Limited spent
RMB102,520,000 in the auction and
succeeded in bidding the 58.8% of the
total equity of Shenyang Public
Utility Holding Company Limited,
and becomes a Shareholder of the
Company. On 21 September 2012,
Beijing Mingde Guangye Investment
Consultant Company Limited and
Shenzhen Jinma Asset Management
Company Limited entered into an
equity transfer agreement. Pursuant to
the terms and conditions of the equity
transfer agreement, Beijing Mingde
Guangye Investment Consultant
Company Limited agreed to sell
58.8% of the total equity of Shenyang
Public Utility Holdings Company
Limited it held for a consideration of
RMB105,000,000 and Shenzhen
Jinma Asset Management Company
Limited agreed to buy such equity for
such consideration and becomes a
new Shareholder of the Company.
On 5 May 2015, the Company issued
84,080,000 additional H Shares to
foreign investors. The structure of the
share capital after the additional
issuance is as follows: the total
number of ordinary shares in issue is
1,104,480,000 ordinary shares, of
which Shenzhen Jinma Asset
Management Company Limited
holding 600,000,000 Shares and H
Shareholders holding 504,480,000
shares, representing 54.32% and
45.68% of the total share capital
respectively.		 Deletion The Essential
Clauses are
repealed.

– I-10 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

On 9 June 2015, the Company issued 120,000,000 additional Domestic Shares, in aggregate, to domestic investors, namely Yao Xueli, Xiao Jinyan, Lin Yingjie, Chen Jialian, Shi Jingyi and Liu Shaohua. The structure of the share capital after the additional issuance is as follows: the ordinary shares in issue is 1,224,480,000 ordinary shares, of which Domestic Shareholders holding 720,000,000 Shares (representing 58.8% of the total shares capital); H Shareholders holding 504,480,000 Shares (representing 41.2% of the total share capital). Of the Domestic Shareholders, Shenzhen Jinma Asset Management Company Limited holding 600,000,000 Shares (representing 49% of the total share capital); Yao Xueli holding 40,000,000 Shares (representing 3.267% of the total share capital); Xiao Jinyan holding 30,000,000 Shares (representing 2.45% of the total share capital); Lin Yingjie holding 29,900,000 Shares (representing 2.442% of the total share capital); Chen Jialian holding 20,000,000 Shares (representing 1.633% of the total share capital); Shi Jingyi holding 50,000 Shares (representing 0.004% of the total share capital); Liu Shaohua holding 50,000 Shares (representing 0.004% of the total share capital). On 11 February 2016, the Company issued 100,896,000 additional H Shares to foreign investors. The structure of the share capital of the Company after the further issuance is as follows: 1,325,376,000 Shares, held as to 720,000,000 Shares by Domestic Shareholders and as to 605,376,000 Shares by H Shareholders, representing 54.32% and 45.68% of the total share capital respectively.

– I-11 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

On 23 February 2016, the Company issued 140,000,000 additional Domestic Shares to Shenzhen Jian Xin De Yong Investment Enterprise (Limited Partnership) (深圳市建鑫 德永投資企業(有限合夥)) as domestic investor and 4,000,000 additional Domestic Shares to Lin Ying Jie as domestic investor. The structure of share capital after the further issuance is as follows: 1,469,376,000 ordinary shares, of which Domestic Shareholders holding 864,000,000 Shares (representing 58.80% of the total share capital; H Shareholders holding 605,376,000 Shares (representing 41.20% of the total share capital). Of the Domestic Shareholders, as to 600,000,000 Shares by Shenzhen Jinma Asset Management Company Limited (representing 40.834% of the total share capital), as to 140,000,000 Shares by Shenzhen Jian Xin De Yong Investment Enterprise (Limited Partnership) (深圳市建鑫德永投資 企業(有限合夥))(representing 9.528% of the total share capital); as to 40,000,000 Shares by Yao Xueli (representing 2.722% of the total share capital); as to 30,000,000 Shares by Xiao Jinyan (representing 2.042% of the total share capital); as to 33,900,000 Shares by Lin Yingjie (representing 2.307% of the total share capital); as to 20,000,000 Shares by Chen Jialian (representing 1.361% of the total share capital); as to 50,000 Shares by Shi Jingyi (representing 0.003% of the total share capital); as to 50,000 Shares by Liu Shaohua (representing 0.003% of the total share capital). On 17 April 2018, Beijing Huaxia Ding Technology Company Limited (北京華夏鼎科技有限公司) and Shenzhen Jinma Asset Management Company Limited entered into share transfer agreement. Pursuant to the terms and conditions of the share transfer agreement, Shenzhen Jinma Asset Management Company Limited agreed to sell 420,000,000 Domestic Shares of Shenyang Public Utility Holdings Company Limited it held for a consideration of RMB189,000,000 and Beijing Huaxia Ding Technology Company Limited (北京華夏鼎科技有限公司) agreed to buy such equity for such consideration and becomes a new Shareholder of the Company.

– I-12 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

On 25 June 2018, Beijing Lichuang Future Technology Co., Ltd. (北京 力創未來科技有限公司) and Shenzhen Jinma Asset Management Company Limited entered into share transfer agreement. Pursuant to the terms and conditions of the share transfer agreement, Shenzhen Jinma Asset Management Company Limited agreed to sell 180,000,000 Domestic Shares of Shenyang Public Utility Holdings Company Limited it held for a consideration of RMB45,000,000 and Beijing Lichuang Future Technology Co., Ltd. (北京力創未來科技有限公司) agreed to buy such equity for such consideration and becomes a new Shareholder of the Company. On 3 August 2018, Song Jing and Lin Yingjie entered into share transfer agreement. Pursuant to the terms and conditions of the share transfer agreement, Lin Yingjie agreed to sell 33,900,000 Domestic Shares of Shenyang Public Utility Holdings Company Limited she held for a consideration of RMB8,475,000 and Song Jing agreed to buy such equity for such consideration and becomes a new Shareholder of the Company. On 6 August 2018, Song Jing and Xiao Jinyan entered into share transfer agreement. Pursuant to the terms and conditions of the share transfer agreement, Xiao Jinyan agreed to sell 30,000,000 Domestic Shares of Shenyang Public Utility Holdings Company Limited she held for a consideration of RMB7,500,000 and Song Jing agreed to buy such equity for such consideration and becomes a new Shareholder of the Company. On 14 November 2018, Shenzhen Jianxin Deyong Investment Enterprise (Limited Partnership) (深圳市建鑫 德永投資企業(有限合夥))and Shenzhen Jinma Asset Management Company Limited entered into share transfer agreement. Pursuant to the terms and conditions of the share transfer agreement, Shenzhen Jianxin Deyong Investment Enterprise (Limited Partnership) (深圳市建鑫 德永投資企業(有限合夥)) agreed to sell 140,000,000 Domestic Shares of Shenyang Public Utility Holdings Company Limited it held for a consideration of RMB82,600,000 and Shenzhen Jinma Asset Management Company Limited agreed to buy such equity for such consideration and becomes a new Shareholder of the Company.

– I-13 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

On 16 November 2018, Shenzhen Jinma Asset Management Company Limited and Shenzhen Wanzhong Runlong Investment Co., Ltd. (深圳 市萬眾潤隆投資有限公司)entered into share transfer agreement. Pursuant to the terms and conditions of the share transfer agreement, Shenzhen Jinma Asset Management Company Limited agreed to sell 140,000,000 Domestic Shares of Shenyang Public Utility Holdings Company Limited it held for a consideration of RMB35,000,000 and Shenzhen Wanzhong Runlong Investment Co., Ltd. (深圳市萬眾潤 隆投資有限公司) agreed to buy such equity for such consideration and becomes a new Shareholder of the Company. The new share capital structure of the Company is as follows: 1,469,376,000 ordinary shares, of which Domestic Shareholders holding 864,000,000 Shares, representing 58.80% of the total share capital and H Shareholders holding 605,376,000 Shares, representing 41.20% of the total share capital. Of the Domestic Shareholders, as to 420,000,000 Shares by Beijing Huaxia Ding Technology Company Limited (北京 華夏鼎科技有限公司) (representing 28.584% of the total share capital), as to 180,000,000 Shares by Beijing Lichuang Future Technology Co., Ltd. (北京力創未來科技有限公司) (representing 12.25% of the total share capital); as to 140,000,000 by Shenzhen Wanzhong Runlong Investment Co., Ltd.* (深圳市萬眾潤 隆投資有限公司) (representing 9.528% of the total share capital); as to 63,900,000 by Song Jing (representing 4.349% of the total share capital), as to 40,000,000 Shares by Yao Xueli (representing 2.722% of the total share capital), as to 20,000,000 Shares by Chen Jialian (representing 1.361% of the total share capital), as to 50,000 Shares by Shi Jingyi (representing 0.003% of the total share capital), as to 50,000 Shares by Liu Shaohua (representing 0.003% of the total share capital). (Article 16 of the Essential Clauses)

– I-14 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

37 Article 22Upon approval by the
securities governing authority of the
State Council of the proposal to issue
Overseas-Listed Foreign-Invested
Shares and Domestic- Invested
Shares, the Company’s board of
directors may make implementing
arrangements respectively. The
Company’s proposal to issue
Overseas-Listed Foreign-Invested
Shares and Domestic-Invested Shares
separately pursuant to the preceding
paragraph may be implemented
respectively within fifteen (15)
months from the date of the approval
of Securities Commission of the State
Council.
(Article 17 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
38 Article 23In respect of the total
number of shares as stated in a shares
issuing proposal, where the Company
shall separately issue Overseas-Listed
Foreign-Invested Shares and
Domestic-Invested Shares, these
respective shares shall be fully
subscribed for at their respective
offerings. If the shares cannot be fully
subscribed for at their offerings due
to some special circumstances, then
subject to the approval of the
Securities Committee of the State
Council the shares may be issued by
installments.
(Article 18 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
39 Article 24“After the issue of H
shares and domestic shares mentioned
above in Article 21, the registered
capital of the Company will be
increased to RMB1,469,376,000
yuan.
(Article 19 of the Essential Clauses)		 Deletion
40 Addition Article 28
subsidiari		 Article 28The Company or its
subsidiaries (including any affiliated
enterprises of the Company) shall not
provide any assistance, by way of
donation, advanced payment, guarantee,
compensation or loan, etc., to a person
who is acquiring or is proposing to
acquire shares of the Company.		 Article 21 of the
Guidelines for
Articles of
Association

assistance, by way of donation,
advanced payment, guarantee,
compensation or loan, etc., to a
person who is acquiring or is
proposing to acquire shares of
the Company.
41 Addition SECTION 2 INCREASE OR
REDUCTION OF CAPITAL
AND REPURCHASE OF
SHARES		 SECTION 2 INCREASE OR
REDUCTION OF CAPITAL AND
REPURCHASE OF SHARES

– I-15 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

42 Article 25The Company may, based
on its requirements for operation and
development and in accordance with
the relevant provisions of these
articles of association, approve an
increase of capital.
The Company may increase its capital
in the following ways:
(1) offering new shares to non-
specially-designated investors for
subscription;
(2) placing new shares to its existing
shareholders;
(3) allotting bonus shares to its
existing shareholders;
(4) any other ways permitted by
relevant laws and administrative
regulations.
The Company’s increase of capital by
issuing new shares shall, after being
approved in accordance with the
provisions of these articles of
association, be conducted in
accordance with the procedures
stipulated by relevant laws and
administrative regulations.
(Article 20 of the Essential Clauses)		 Article 29~~25~~
The Company may,
based on its requirements for
operation and development and in
accordance with the relevant
provisions of~~these articles of~~
~~association, approve an increase~~
~~of capital.~~
~~l~~aws and regulations,
approve an increase of capital
in the following manners upon
respective resolutions at
Shareholders’ general meetings:
(1) by public issuance of shares;
(2) by non-public issuance of
shares;
(3) by allotting bonus shares to
its existing shareholders;
(4) by capitalizing its capital
reserve;
(5) by any other means which is
permitted by laws,
administrative regulations and
authorized by the relevant
regulatory authorities.
~~The Company may increase its~~
~~capital in the following ways:~~
~~(1) offering new shares to~~
~~illdid i~~		 Article 29The Company may, based on
its operational and development needs
and in accordance with the relevant
provisions of laws and regulations,
approve an increase of capital in the
following manners upon respective
resolutions at Shareholders’ general
meetings:
(1) by public issuance of shares;
(2) by non-public issuance of shares;
(3) by allotting bonus shares to its
existing shareholders;
(4) by capitalizing its capital reserve;
(5) by any other means which is
permitted by laws, administrative
regulations and authorized by the
relevant regulatory authorities.		 Article 22 of the
Guidelines for
Articles of
Association
~~non-specay-esgnate nvestors~~
~~for subscription;~~
~~(2) placing new shares to its~~
~~existing shareholders;~~
~~(3) allotting bonus shares to its~~
~~existing shareholders;~~
~~(4) any other ways permitted by~~
~~relevant laws and administrative~~
~~regulations.~~
~~The Company’s increase of~~
~~capital by issuing new shares~~
~~shall, after being approved in~~
~~d ih h ii f~~
~~accorance wt te provsons o~~
~~these articles of association, be~~
~~conducted in accordance with the~~
~~procedures stipulated by relevant~~
~~laws and administrative~~
~~regulations.~~
~~(Article 20 of the Essential~~
~~Clauses)~~
43 Adjustment to the former Article
32		 Article 30The Company may reduce its
registered capital. The Company shall
reduce its registered capital in
accordance with the procedures set forth
in the Company Law, the Hong Kong
Listing Rules, other relevant provisions
and these articles of association.		 Article 23 of the
Guidelines for
Articles of
Association
44 Adjustment to the former Article
34		 Article 31The Company may not
acquire its own shares, except in the
following circumstances:
(1) reducing the Company’s registered
capital;
(2) merging with another company that
holds shares in the Company;
(3) using the shares for employee stock
ownership plans or equity incentives;
(4) a shareholder who disagrees with a
resolution on a merger or division of the
Company made at a Shareholders’
general meeting requests the Company
to acquire his or her shares;
(5) using the shares for converting
corporate bonds issued by the Company
that are convertible into shares;
(6) to maintain the value of the Company
and the interests of shareholders.		 Article 24 of the
Guidelines for
Articles of
Association

– I-16 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

45 Addition Article 32 The Company may
repurchase its shares by open
centralized transaction method
or other methods approved by
laws, administrative regulations,		 Article 32The Company may repurchase
its shares by open centralized transaction
method or other methods approved by
laws, administrative regulations, the
CSRC and provisions of the place where
the Company is listed.
The Company shall, when repurchasing
its own shares, perform the information
disclosure obligations in accordance
with the provisions of the Securities Law
and the Hong Kong Listing Rules.		 Article 25 of the
Guidelines for
Articles of
Association

the CSRC and provisions of the
place where the Company is
listed.
The Company shall, when
repurchasing its own shares,
perform the information
disclosure obligations in
accordance with the provisions
of the Securities Law and the
Hong Kong Listing Rules.
46 Addition Article 33 The Company’s
acquisition of its own shares
under the circumstance as
stipulated in (1) or (2) of the
Article 31 shall be approved by
a resolution of the
Shareholders’ general meeting.
The Company’s acquisition of
its own shares under the
circumstance as stipulated in
(3), (5) or (6) of the Article 31
shall be approved by a
resolution at a board meeting
attended by no less than
two-thirds of the directors in
accordance with the provisions
of these articles of association
or the authorization of the
Shareholders’ general meetings.		 Article 33The Company’s acquisition
of its own shares under the circumstance
as stipulated in (1) or (2) of the Article
31 shall be approved by a resolution of
the Shareholders’ general meeting. The
Company’s acquisition of its own shares
under the circumstance as stipulated in
(3), (5) or (6) of the Article 31 shall be
approved by a resolution at a board
meeting attended by no less than
two-thirds of the directors in accordance
with the provisions of these articles of
association or the authorization of the
Shareholders’ general meetings. Shares
acquired under the circumstances as
stipulated in (1) of the Article 31 shall
be cancelled within 10 days from the day
of acquisition; shares acquired under the
circumstance as stipulated in (2) or (4)
of the Article 31 shall be transferred or
cancelled within 6 months from the day
of acquisition; for the circumstances as
stipulated in (3), (5) or (6) of the Article
31, the total number of shares held by
the Company shall not exceed 10% of
the total issued shares of the Company
and the shares so acquired by the
Company shall be transferred or
cancelled within 3 years from the day of
acquisition.
If the applicable laws, administrative
regulations, other provisions of these
articles of association and laws of the
place where the Company’s shares are
listed or requirements of securities
regulatory authorities have other
provisions on the aforementioned
matters related to the repurchase of the
Company’s shares, the Company shall
comply with such provisions.		 Article 26 of the
Guidelines for
Articles of
Association

Shares acquired under the
circumstances as stipulated in
(1) of the Article 31 shall be
cancelled within 10 days from
the day of acquisition; shares
acquired under the
circumstance as stipulated in (2)

or (4) of the Article 31 shall be
transferred or cancelled within
6 months from the day of
acquisition; for the
circumstances as stipulated in
(3), (5) or (6) of the Article 31,
the total number of shares held
by the Company shall not
exceed 10% of the total issued
shares of the Company and the
shares so acquired by the
Company shall be transferred
or cancelled within 3 years from

the day of acquisition.
If the applicable laws,
administrative regulations,
other provisions of these articles

of association and laws of the
place where the Company’s
shares are listed or
requirements of securities
regulatory authorities have
other provisions on the
aforementioned matters related
to the repurchase of the
Company’s shares, the
Company shall comply with
such provisions.

– I-17 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

47 Addition SECTION 3 TRANSFER OF SECTION 3 TRANSFER OF SHARES
SHARES
48 Addition Article 34
Company		 The shares of the
are transferable in
e with the law.		 Article 34The shares of the Company
are transferable in accordance with the
law.		 Article 27 of the
Guidelines for
Articles of
Association

accordanc
49 Addition Article 35 The Company shall
not accept shares of the
Company as the subject matter
of any pledge.		 Article 35The Company shall not
accept shares of the Company as the
subject matter of any pledge.		 Article 28 of the
Guidelines for
Articles of
Association
50 Addition Article 36
Company		 The shares of the
held by the promoter
be transferred within
rom the date of the
ent of the Company.
ued by the Company
s public offering of
ll not be transferred
e year from the date of		 Article 36The shares of the Company
held by the promoter shall not be
transferred within one year from the date
of the establishment of the Company.
Shares issued by the Company prior to
its public offering of shares shall not be
transferred within one year from the date
of listing and trading of the Company's
shares on the stock exchange.
Directors, supervisors and senior
administrative officers of the Company
shall declare to the Company their
holdings of the Company's shares and
their changes therein, and the shares
transferred each year during their tenure
of office shall not exceed twenty-five
percent of the total number of shares of
the same class of shares of the Company
held by them; and the shares held by
them shall not be transferred within one
year from the date of the listing and
trading of the Company's shares. The
aforesaid officers shall not transfer the
shares held by them within six months
from the date they cease their
employment with the Company.
If the Hong Kong Listing Rules or the
relevant regulations of the securities
regulatory authorities of the place where
the Company’s shares are listed have
other provisions on the transfer
restrictions of overseas listed shares,
such provisions shall prevail.		 Article 29 of the
Guidelines for
Articles of
Association

shall not
one year f

establishm

Shares iss

prior to it

shares sha
within on

listing an
the Company shall declare to
the Company their holdings of
the Company's shares and their

changes therein, and the shares
transferred each year during
their tenure of office shall not
exceed twenty-five percent of
the total number of shares of
the same class of shares of the
Company held by them; and the

shares held by them shall not be

transferred within one year
from the date of the listing and
trading of the Company's
shares. The aforesaid officers
shall not transfer the shares
held by them within six months
from the date they cease their
employment with the Company.

If the Hong Kong Listing Rules
or the relevant regulations of
the securities regulatory
authorities of the place where
the Company’s shares are listed

have other provisions on the
transfer restrictions of overseas
listed shares, such provisions
shall prevail.

– I-18 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

51 Addition Article 37 In the event that any
shareholder, director,
supervisor, or senior
administrative officers holding
more than 5% of the Company's		 Article 37In the event that any
shareholder, director, supervisor, or
senior administrative officers holding
more than 5% of the Company's shares
disposes of the Company's shares or
other securities of an equity nature
within six months after their acquisition,
or acquires more shares within six
months after the date of any disposal,
any gains arising therefrom shall be
accounted for and belong to the
Company. The board of directors shall
recover such gains from any such officer
or shareholder. However, this rule does
not apply to securities companies that
hold more than 5% of the shares due to
the purchase of remaining shares after
underwriting, or in other circumstances
stipulated by the CSRC.
The shares or other securities with an
equity nature referred to in the preceding
paragraph held by directors, supervisors,
senior administrative officers, and
individual shareholders include those
held by their spouses, parents, and
children, as well as those held through
others' securities accounts.
In the event that the board of directors
does not comply with the provisions of
the first paragraph of this Article, the
shareholders have the right to demand
that the board of directors take
enforcement action within 30 days. If the
board of directors fails to take the said
enforcement action within this time
limit, the shareholders are entitled to
institute proceedings in their own names
at the People's Court for the benefit of
the Company.
In the event that the board of directors
does not comply with the provisions of
the first paragraph of this Article, the
directors who are responsible for the
matter shall assume joint liability under
the law.		 Article 30 of the
Guidelines for
Articles of
Association

shares disposes of the
Company's shares or other
securities of an equity nature
within six months after their
acquisition, or acquires more
shares within six months after
the date of any disposal, any
gains arising therefrom shall be

accounted for and belong to the
Company. The board of
directors shall recover such
gains from any such officer or
shareholder. However, this rule
does not apply to securities
companies that hold more than
5% of the shares due to the
purchase of remaining shares
after underwriting, or in other
circumstances stipulated by the
CSRC.
The shares or other securities
with an equity nature referred
to in the preceding paragraph
held by directors, supervisors,
senior administrative officers,
and individual shareholders
include those held by their
spouses, parents, and children,
as well as those held through
others' securities accounts.
In the event that the board of
directors does not comply with
the provisions of the first
paragraph of this Article, the
shareholders have the right to
demand that the board of
directors take enforcement
action within 30 days. If the
board of directors fails to take
the said enforcement action
within this time limit, the
shareholders are entitled to
institute proceedings in their
own names at the People's
Court for the benefit of the
Company.
In the event that the board of
directors does not comply with
the provisions of the first
paragraph of this Article, the
directors who are responsible
for the matter shall assume joint

liability under the law.
52 Article 26Unless otherwise provided
by relevant laws or administrative
regulations, shares in the Company
are freely transferable and are not
subject to any lien.
(Article 21 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
53 Article 27Once the shares in the
Company have been transferred, the
name of the transferee of the shares
shall be listed as the holder of the
shares in the register of shareholders.		 Article 38~~27~~
Once the shares in
the Company have been
transferred, the name of the
transferee of the shares shall be
listed as the holder of the shares
in the register of shareholders.		 Article 38Once the shares in the
Company have been transferred, the
name of the transferee of the shares shall
be listed as the holder of the shares in
the register of shareholders.

– I-19 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

54 Article 28The issuance or the
subsequent transfer of all H shares
shall be registered in the part of the
register of shareholders maintained in
Hong Kong pursuant to Article 46.		 Article 39~~28~~
The issuance or the
subsequent transfer of all H shares
shall be registered in the part of
the register of shareholders
maintained in Hong Kong
pursuant to Article 46.		 Article 39The issuance or the
subsequent transfer of all H shares shall
be registered in the part of the register of
shareholders maintained in Hong Kong
pursuant to Article 46.
55 Article 29Any H share holder may
transfer all or part of his shares by
using any written instrument of
transfer commonly used in Hong
Kong. The instruments of transfer
shall be signed by both transferor and
the transferee or bearing machine
printed signatures.		 Article 40~~29~~
Any H share holder
may transfer all or part of his
shares by using any written
instrument of transfer commonly
used in Hong Kong. The
instruments of transfer shall be
signed by both transferor and the
transferee or bearing machine
printed signatures.		 Article 40Any H share holder may
transfer all or part of his shares by using
any written instrument of transfer
commonly used in Hong Kong. The
instruments of transfer shall be signed
by both transferor and the transferee or
bearing machine printed signatures.
56 Article 30The Company shall ensure
that all its H shares include the
statements stipulated below and must
instruct and cause its share registrar
to refuse the registration by any
person as a holder of the subscription,
purchase or transfer of any of its
shares unless and until such person
delivers to such share registrar a
signed form in respect of such shares
bearing statements to the following
effect:
(1) the acquirer agrees with the
Company and each shareholder of the
Company, and the Company also
agrees with each shareholder, to
observe and comply with the
Company Law and other relevant
laws, administrative regulations and
these Articles of Association;
(2) the acquirer agrees with the
Company, each shareholder, director,
supervisor and management officer of
the Company and the Company on
behalf of itself and of each director,
supervisor and management officer
agrees with each shareholder to refer
all disputes and claims arising from
these Articles of Association or any
rights or obligations incident with or
regulated by the Company Law and
other relevant laws and administrative
regulations to arbitration in
accordance with these Articles of
Association. Any reference to
arbitration shall be deemed to
authorize the arbitration to conduct
the hearing in open session and to
publish the award;
(3) the acquirer agrees with the
Company and each shareholder of the
Company that the shares of the
Company are freely transferable by
the holder(s);
(4) the acquirer authorizes the
Company on his behalf to enter into a
contract with each director and
management officer of the Company
and such directors and management
officers shall undertake to observe
and comply with their obligations to
shareholders stipulated in these
Articles of Association.		 Article 41~~30~~
The Company shall
ensure that all its H shares include
the statements stipulated below and
must instruct and cause its share
registrar to refuse the registration
by any person as a holder of the
subscription, purchase or transfer of
any of its shares unless and until
such person delivers to such share
registrar a signed form in respect of
such shares bearing statements to
the following effect:
(1) the acquirer agrees with the
Company and each shareholder of
the Company, and the Company
also agrees with each shareholder,
to observe and comply with the
Company Law and other relevant
laws, administrative regulations and
these Articles of Association;
(2) the acquirer agrees with the
Company, each shareholder,
director, supervisor and
management officer of the
Company and the Company on
behalf of itself and of each director,
supervisor and management officer
agrees with each shareholder to
refer all disputes and claims arising
from these Articles of Association
or any rights or obligations incident
with or regulated by the Company
Law and other relevant laws and
administrative regulations to
arbitration in accordance with these
Articles of Association. Any
reference to arbitration shall be
deemed to authorize the arbitration
to conduct the hearing in open
session and to publish the award;
(3) the acquirer agrees with the
Company and each shareholder of
the Company that the shares of the
Company are~~freely~~
transferable by
the holder(s)in accordance with
the law
;
(4) the acquirer authorizes the
Company on his behalf to enter into
a contract with each director and
management officer of the
Company and such directors and
management officers shall
undertake to observe and comply
with their obligations to
shareholders stipulated in these
Articles of Association.		 Article 41The Company shall ensure
that all its H shares include the
statements stipulated below and must
instruct and cause its share registrar to
refuse the registration by any person as a
holder of the subscription, purchase or
transfer of any of its shares unless and
until such person delivers to such share
registrar a signed form in respect of such
shares bearing statements to the
following effect:
(1) the acquirer agrees with the
Company and each shareholder of the
Company, and the Company also agrees
with each shareholder, to observe and
comply with the Company Law and
other relevant laws, administrative
regulations and these Articles of
Association;
(2) the acquirer agrees with the
Company, each shareholder, director,
supervisor and management officer of
the Company and the Company on
behalf of itself and of each director,
supervisor and management officer
agrees with each shareholder to refer all
disputes and claims arising from these
Articles of Association or any rights or
obligations incident with or regulated by
the Company Law and other relevant
laws and administrative regulations to
arbitration in accordance with these
Articles of Association. Any reference to
arbitration shall be deemed to authorize
the arbitration to conduct the hearing in
open session and to publish the award;
(3) the acquirer agrees with the
Company and each shareholder of the
Company that the shares of the Company
are transferable by the holder(s) in
accordance with the law;
(4) the acquirer authorizes the Company
on his behalf to enter into a contract with
each director and management officer of
the Company and such directors and
management officers shall undertake to
observe and comply with their
obligations to shareholders stipulated in
these Articles of Association.

– I-20 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

57 Article 31The H shares of the
Company are listed on the Hong Kong
Stock Exchange.		 Article 4
Company
Kong Sto		 2~~31~~
The H shares of the
are listed on the Hong
ck Exchange.		 Article 42The H shares of the Company
are listed on the Hong Kong Stock
Exchange.
58 CHAPTER 4 REDUCTION OF
CAPITAL AND REPURCHASE
OF SHARES		 Deletion
59 Article 32In accordance with the
provisions of these articles of
association, the Company may reduce
its registered capital.
(Article 22 of the Essential Clauses)		 Article 3
~~h i~~		 Rearranged to be Article 30 Article 23 of the
Guidelines for
Articles of
Association

with the procedures set forth in
the Company Law, the Hong
Kong Listing Rules, other
relevant provisions and these
articles of association.
~~(Article 22 of the Essential~~
~~Clauses)~~

articles of associat
~~Ail 22 f h~~
~~(rtce o te~~
~~Clauses)~~
60 Article 33When the Company
reduces its registered capital, it must
draw up a balance sheet and an
inventory of assets. The Company
shall notify its creditors within 10
days of the date of the Company’s
resolution for reduction of capital and
shall publish a notice for three times
in a newspaper within 30 days of the
date of such resolution. A creditor has
the right within 30 days of receiving
the notice from the Company or, in
the case of a creditor who does not
receive the notice, within 90 days of
the date of the first public notice, to
require the Company to repay its
debts or provide a corresponding
guarantee for such debt.
The Company’s registered capital
after reduction shall not be less than
the statutory minimum amount.
(Article 23 of the Essential Clauses)		 Article 193~~33~~
Whe
requires to reduce		 Rearranged to be Article 193 Rearrangement of
the article order.

– I-21 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

61 Article 34The Company may, with
approval according to the procedures
provided in these articles of
association and subject to the
approval of the relevant governing
authority of the State, repurchase its
issued shares under the following
circumstances:
(1) cancellation of shares for the
reduction of its capital;
(2) merging with another company
that holds shares in the Company;
(3) other circumstances permitted by
relevant laws and administrative
regulations.
(Article 24 of the Essential Clauses)		 Article 31~~34~~
The Company may
not acquire its own shares,
except in
~~, with approval~~
~~according to the procedures~~
~~provided in these articles of~~
~~association and subject to the~~
~~l f h l i~~		 Rearranged to be Article 31 Article 24 of the
Guidelines for
Articles of
Association
~~approva o te reevant governng~~
~~authority of the State, repurchase~~
~~its issued shares under~~
the
following circumstances:
(1)~~cancellation of shares for the~~
~~reduction of its capital;~~
reducing
the Company’s registered
capital;
(2) merging with another company
that holds shares in the Company;
(3)~~other circumstances permitted~~
~~by relevant laws and~~
~~administrative regulations.~~
using
the shares for employee stock
ownership plans or equity
incentives;
(4) a shareholder who disagrees
with a resolution on a merger or

division of the Company made
at a Shareholders’ general
meeting requests the Company
to acquire his or her shares;
(5) using the shares for
converting corporate bonds
issued by the Company that are
convertible into shares;
(6) to maintain the value of the
Company and the interests of
shareholders.
~~(Article 24 of the Essential~~
~~Clauses)~~
62 Article 35The Company may, with
the approval of the relevant State
governing authority for repurchasing
its shares, conduct the repurchase in
one of the following ways:
(1) making a pro rata general offer of
repurchase to all its shareholders;
(2) repurchasing shares through
public dealing on a stock exchange;
(3) repurchase by an off-market
agreement outside a stock exchange.
(Article 25 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
63 Article 36Where the Company
repurchases its shares by an off-
market agreement outside a stock
exchange, the prior sanction of
shareholders shall be obtained in
accordance with these articles of
association. The Company may
release, vary or waive its rights under
a contract so entered into by the
Company with the prior approval of
shareholders obtained in the same
manner.
A contract to repurchase shares
referred to in the preceding paragraph
includes (without limitation) an
agreement to become obliged to
repurchase or an acquisition of the
right to repurchase shares of the
Company.
And it includes but not limited to an
agreement to become obliged to
repurchase shares or to acquire the
right to repurchase shares.
(Article 26 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.

– I-22 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

64 Article 37Shares repurchased in
accordance with law by the Company
shall be cancelled within the period
prescribed by laws and administrative
regulations, and the Company shall
apply to the original company’s
registration authority for registration
of the change of its registered capital.
The amount of the Company’s
registered capital shall be reduced by
the aggregate par value of those
cancelled shares.
(Article 27 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
65 Article 38Unless the Company is in
the course of liquidation, it must
comply with the following provisions
in relation to repurchase of its issued
shares:
(1) where the Company repurchases
shares of the Company at par value,
payment shall be made out of book
surplus distributable profits of the
Company or out of proceeds of a fresh
issue of shares made for that purpose;
(2) where the Company repurchases
shares of the Company at a premium to
its par value, payment up to the par
value may be made out of the book
surplus distributable profits of the
Company or out of the proceeds of a
fresh issue of shares made for that
purpose. Payment of the portion in
excess of the par value shall be effected
as follows:
(i) if the shares being repurchased were
issued at par value, payment shall be
made out of the book surplus
distributable profits of the Company;
(ii) if the shares being repurchased were
issued at a premium to its par value,
payment shall be made out of the book
surplus distributable profits of the
Company or out of the proceeds of a
fresh issue of shares made for that
purpose, provided that the amount paid
out of the proceeds of the fresh issue
shall not exceed the aggregate of
premiums received by the Company on
the issue of the shares repurchased nor
the current amount of the Company’s
capital common reserve fund account
(including the premiums on the fresh
issue) at the time of the repurchase;
(3) payment by the Company in
consideration of the following shall be
made out of the Company’s
distributable profits:
(i) acquisition of rights to repurchase
shares of the Company;
(ii) modification of the contract for
repurchasing shares of the Company;
(iii) release of any of the Company’s
obligation under any contract to
repurchase shares of the Company;
(4) after the Company’s registered
capital has been reduced by the total
par value of the cancelled shares in
accordance with the relevant provisions,
the amount deducted from the
distributable profits of the Company for
paying up the par-value portion of the
shares repurchased shall be transferred
to the Company’s premium account.
(Article 28 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.

– I-23 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

66 CHAPTER 5 FINANCIAL
ASSISTANCE FOR ACQUISITION
OF SHARES		 Deletion The Essential
Clauses are
repealed.
67 Article 39The Company and its
subsidiaries shall not, by any means
at any time, provide any kind of
financial assistance to a person who is
acquiring or is proposing to acquire
shares in the Company. The said
acquirer of shares of the Company
includes a person who directly or
indirectly incurs any obligations due
to the acquisition of shares in the
Company (the “obligor”). The
Company and its subsidiaries shall
not, by any means at any time,
provide financial assistance to the
obligor as referred to in the preceding
paragraph for the purpose of reducing
or discharging the obligations
assumed by that person.
This Article shall not apply to the
circumstances specified in Article 41
of this Chapter.
(Article 29 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
68 Article 40For the purposes of this
Chapter, “financial assistance”
includes (without limitation) the
following meanings:
(1) gift;
(2) guarantee (including the
assumption of liability by the
guarantor or the provision of assets
by the guarantor to secure the
performance of obligations by the
obligor), or compensation (other than
compensation in respect of the
Company’s own default) or release or
waiver of any rights;
(3) provision of loan or any other
agreement under which the
obligations of the Company are to be
fulfilled before the obligations of
another party, or the novation of, or
the assignment of rights arising under,
such loan or agreement;
(4) any other form of financial
assistance given by the Company
when the Company is insolvent or has
no net assets or when its net assets
would thereby be reduced to a
material extent.
For the purpose of this Chapter,
“incurring any obligations” includes
the incurring of obligations by the
changing of the obligor’s financial
position by way of contract or the
making of arrangement (whether
enforceable or not, and whether made
on his own account or with any other
persons), or by any other means.
(Article 30 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.

– I-24 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

69 Article 41The following transactions
shall not be deemed to be activities
prohibited by Article 39 of this
Chapter:
(1) the provision of financial
assistance by the Company where the
financial assistance is given in good
faith in the interests of the Company,
and the principal purpose in giving
the financial assistance is not for the
acquisition of shares in the Company,
or the giving of the financial
assistance is an incidental part of
some larger purpose of the Company;
(2) the lawful distribution of the
Company’s assets by way of
dividend;
(3) the allotment of bonus shares as
dividends;
(4) a reduction of registered capital, a
repurchase of shares of the Company
or a reorganization of the share
capital structure of the Company
effected in accordance with these
articles of association;
(5) the lending of money by the
Company within its scope of business
and in the ordinary course of its
business, where the lending of money
is part of the scope of business of the
Company (provided that the net assets
of the Company are not thereby
reduced or that, to the extent that the
assets are thereby reduced, the
financial assistance is provided out of
distributable profits);
(6) the provision of money by the
Company for contributions to
employees’ shares schemes (provided
that the net assets of the Company are
not thereby reduced or that, to the
extent that the assets are thereby
reduced, the financial assistance is
provided out of distributable profits).
(Article 31 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
70 CHAPTER 6 SHARE
CERTIFICATES AND REGISTER
OF SHAREHOLDERS		 CHAPTER 4~~6~~
SHARE
CERTIFICATES AND
REGISTER OF
SHAREHOLDERS		 CHAPTER 4 SHARE
CERTIFICATES AND REGISTER
OF SHAREHOLDERS
71 Article 42Share certificates of the
Company shall be in registered form.
The following items shall be stated on
the share certificate of the Company:
(1) the Company’s name;
(2) the date of registration of the
Company;
(3) the class of the share certificate,
the par value and the number of
shares represented by the share
certificate (clearly written with words
and numbers);
(4) the serial number of the share
certificate;
(5) other items required to be stated
by the stock exchanges on which the
Company’s shares are listed.
(Article 32 of the Essential Clauses)		 Article 43 ~~42~~
Share certificates of
the Company shall be in
registered form.
The following items shall be
stated on the share certificate of
the Company:
(1) the Company’s name;
(2) the date of~~registration~~
incorporation
of the Company;
(3) the class of the share
certificate, the par value and the
number of shares represented by
the share certificate (clearly
written with words and numbers);
(4) the serial number of the share
certificate;
(5) other items required to be
stated by the stock exchanges on
which the Company’s shares are
listed.
~~(Article 32 of the Essential~~
~~Clauses)~~		 Article 43Share certificates of the
Company shall be in registered form.
The following items shall be stated on
the share certificate of the Company:
(1) the Company’s name;
(2) the date of incorporation of the
Company;
(3) the class of the share certificate, the
par value and the number of shares
represented by the share certificate
(clearly written with words and
numbers);
(4) the serial number of the share
certificate;
(5) other items required to be stated by
the stock exchanges on which the
Company’s shares are listed.		 Article 128 of the
Company Law

– I-25 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

72 Article 43Share certificates of the
Company shall be signed by the
Chairman of the Company’s board of
directors. Where the stock exchanges
on which the Company’s shares are
listed require other senior
administrative officer(s) of the
Company to sign on the share
certificates, the share certificates shall
also be signed by such senior
administrative officer(s). The share
certificates shall take effect after
being sealed or printed with the seal
of the Company. The share
certificates shall only be sealed with
the Company’s seal under the
authorization of the board of
directors. The signatures of the
Chairman of the board of directors or
other senior administrative officer(s)
of the Company may be printed in
mechanical form.
(Article 33 of the Essential Clauses)		 Deletion Deletion The Essential
Clauses are
repealed.
73 Article 44The Company shall keep a
register of its shareholders and enter
in the register the following
particulars:
(1) the name (title) and address
(residence), the occupation or nature
of each shareholder;
(2) the class and quantity of shares
held by each shareholder;
(3) the amount paid or agreed to be
paid on the shares of each
shareholder;
(4) the share certificate numbers of
the shares held by each shareholder;
(5) the date on which each person was
entered in the register as a
shareholder;
(6) the date on which any shareholder
ceased to be a shareholder.
Unless contrary evidence is shown,
the register of shareholders shall be
sufficient evidence of the
shareholders’ shareholdings in the
Company.
(Article 34 of the Essential Clauses)		 Article 44
establishe		 The Company
s a shareholder
ased on the certificates		 Article 44The Company establishes a
shareholder register based on the
certificates provided by the securities
registration institution and in accordance
with laws, regulations, normative
documents and the Hong Kong Listing
Rules. The shareholder register is
sufficient proof of the shareholders'
ownership of the Company's shares.
The Company shall update the
shareholders register in a timely manner
if there is any change in the information
recorded therein.		 Article 31 of the
Guidelines for
Articles of
Association
register b

provided by the securities
registration institution and in
accordance with laws,
regulations, normative
documents and the Hong Kong
Listing Rules. The shareholder
register is sufficient proof of the

shareholders' ownership of the
Company's shares.
The Company shall update the
shareholders register in a timely

shareh

manne
r if there is any change in

the info
therein
~~i~~
~~() te ate on wc eac person~~
~~was entered in the register as a~~
~~shareholder;~~
~~(6) the date on which any~~
~~shareholder ceased to be a~~
~~shareholder.~~
~~Unless contrary evidence is~~
~~shown, the register of~~
~~shareholders shall be sufficient~~
~~evidence of the shareholders’~~
~~shareholdings in the Company.~~
~~(Article 34 of the Essential~~
~~Clauses)~~

– I-26 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

74 Article 45The Company may, in
accordance with the mutual
understanding and agreements
between the securities governing
authority of the State Council and
overseas securities regulatory
organizations, maintain the register of
shareholders of Overseas-Listed
Foreign-Invested Shares overseas and
appoint overseas agent(s) to manage
such share register. The original share
register for holders of H Shares shall
be maintained in Hong Kong.
A duplicate of the share register for
holders of Overseas-Listed Foreign-
Invested Shares shall be maintained at
the Company’s residence. The
appointed overseas agent(s) shall
ensure the consistency between the
original and the duplicate of the share
register. If there is any inconsistency
between the original and the duplicate
of the share register for holders of
Overseas-Listed Foreign-Invested
Shares, the original shall prevail.
(Article 35 of the Essential Clauses)		 Article 45The Company may, in
accordance with the mutual
understanding and agreements
between the securities governing
authority of the State Council and
overseas securities regulatory
organizations, maintain the
register of shareholders of
Overseas-Listed Foreign-Invested
Shares overseas and appoint
overseas agent(s) to manage such
share register. The original share
register for holders of H Shares
shall be maintained in Hong
Kong.
A duplicate of the share register
for holders of Overseas-Listed
Foreign-Invested Shares shall be
maintained at the Company’s
residence. The appointed overseas
agent(s) shall ensure the
consistency between the original
and the duplicate of the share
register. If there is any
inconsistency between the original
and the duplicate of the share
register for holders of Overseas-
Listed Foreign-Invested Shares,
the original shall prevail.
~~(Article 35 of the Essential~~
~~Clauses)~~		 Article 45The Company may, in
accordance with the mutual
understanding and agreements between
the securities governing authority of the
State Council and overseas securities
regulatory organizations, maintain the
register of shareholders of Overseas-
Listed Foreign-Invested Shares overseas
and appoint overseas agent(s) to manage
such share register. The original share
register for holders of H Shares shall be
maintained in Hong Kong.
A duplicate of the share register for
holders of Overseas-Listed Foreign-
Invested Shares shall be maintained at
the Company’s residence. The appointed
overseas agent(s) shall ensure the
consistency between the original and the
duplicate of the share register. If there is
any inconsistency between the original
and the duplicate of the share register for
holders of Overseas-Listed Foreign-
Invested Shares, the original shall
prevail.		 The Essential
Clauses are
repealed.
75 Article 46The Company shall have a
complete register of shareholders
which shall comprise the following:
(1) a part of the shareholders’ register
maintained at the Company’s
residence other than those parts
mentioned in sub-paragraphs (2) and
(3) of this Article;
(2) a part of the shareholders’ register
in respect of the holders of H Shares
of the Company maintained in the
place of the overseas stock exchange
on which the shares are listed; and
(3) any other parts of the
shareholders’ register maintained at
such other places as the board of
directors may consider necessary for
the purpose of listing the shares of the
Company.
(Article 36 of the Essential Clauses)		 Article 46The Company shall
have a complete register of
shareholders which shall comprise
the following:
(1) a part of the shareholders’
register maintained at the
Company’s residence other than
those parts mentioned in sub-
paragraphs (2) and (3) of this
Article;
(2) a part of the shareholders’
register in respect of the holders
of H Shares of the Company
maintained in the place of the
overseas stock exchange on which
the shares are listed; and
(3) any other parts of the
shareholders’ register maintained
at such other places as the board
of directors may consider
necessary for the purpose of
listing the shares of the Company.
~~(Article 36 of the Essential~~
~~Clauses)~~		 Article 46The Company shall have a
complete register of shareholders which
shall comprise the following:
(1) a part of the shareholders’ register
maintained at the Company’s residence
other than those parts mentioned in
sub-paragraphs (2) and (3) of this
Article;
(2) a part of the shareholders’ register in
respect of the holders of H Shares of the
Company maintained in the place of the
overseas stock exchange on which the
shares are listed; and
(3) any other parts of the shareholders’
register maintained at such other places
as the board of directors may consider
necessary for the purpose of listing the
shares of the Company.		 The Essential
Clauses are
repealed.
~~(rtce 3~~
~~Clauses)~~
76 Addition Article 47 If laws, regulations,
or requirements of the securities		 Article 47If laws, regulations, or
requirements of the securities regulatory
authorities and stock exchanges where
the Company’s shares are listed have
provisions on suspension of the
registration of share transfers before the
date of a general meeting or before the
record date of the Company’s
determination of dividend distribution,
such provisions shall prevail.

regulatory authorities and stock

exchanges where the Company’s

shares are listed have provisions

on suspension of the registration

of share transfers before the
date of a general meeting or
before the record date of the
Company’s determination of
dividend distribution, such
provisions shall prevail.

– I-27 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

77 Adjustment to the former Article
51		 Article 48Any person aggrieved and
claiming to be entitled to have his name
(title) to be entered in or removed from
the register of shareholders may apply to
a court of competent jurisdiction for
rectification of the register.
78 Article 47Different parts of the
shareholders’ register shall not
overlap. No transfer of any shares
registered in any part of the register
shall, during the continuance of that
registration, be registered in any other
part of the register. The alteration and
rectification of each part of the
shareholders’ register shall be carried
out in accordance with the laws of the
place where the register is
maintained.
(Article 37 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
79 Article 48All the fully paid-up H
Shares can be freely transferred in
accordance with these articles of
association. However, the board of
directors may refuse to recognize any
instrument of transfer without giving
any reason, unless:
(1) a fee (for each instrument of
transfer) of 25,000 Hong Kong dollars
or any higher fee as agreed by the
Stock Exchange has been paid to the
Company for registration of any
transfer or any other document which
is related to or will affect ownership
of or change of ownership of the
shares;
(2) the instrument of transfer only
involves H Shares;
(3) the stamp duty chargeable on the
instrument of transfer has been paid;
(4) the relevant share certificate and
upon the reasonable request of the
board of directors any evidence in
relation to the right of the transferor
to transfer the shares have been
submitted;
(5) if it is intended to transfer the
shares to joint owners, then the
maximum number of joint owners
shall not exceed four (4);
(6) the Company does not have any
lien on the relevant shares.		 Deletion The Essential
Clauses are
repealed.
80 Article 49No changes in the
shareholders’ register due to the
transfer of shares may be made within
thirty (30) days before the date of a
Shareholders’ general meeting or
within five (5) days before the record
date for the Company’s distribution
of dividends.
(Article 38 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.

– I-28 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

81 Addition CHAPTER 5
SHAREHOLDERS AND
SHAREHOLDERS’ GENERAL		 CHAPTER 5 SHAREHOLDERS AND
SHAREHOLDERS’ GENERAL
MEETING
MEETING
82 Addition SECTION 1 SHAREHOLDERS SECTION 1 SHAREHOLDERS
83 Article 50Where the Company
decides to convene a Shareholders’
general meeting, distribute dividends,
liquidate or carry out other activities
which would require the
determination of shareholdings, the
board of directors shall fix a record
date for the purpose of determining
shareholdings. A person who is
registered in the register as
shareholders of the Company at the
end of the record date shall be a
shareholder of the Company.
(Article 39 of the Essential Clauses)		 Article 49~~50~~
Where the Company
decides to convene a
Shareholders’ general meeting,
distribute dividends, liquidate or
carry out other activities which
would requireshareholders’
identity to be ascertained
~~the~~
~~determination of shareholdings,~~
the board of directorsor the
convener of the meeting
shall
determine a record date for
such purpose
~~fix a record date for~~
~~the purpose of determining~~
~~shareholdings. A person who is~~
~~registered in the register as~~
~~shareholders of the Company at~~
~~h d f h d d hll b~~		 Article 49Where the Company decides
to convene a Shareholders’ general
meeting, distribute dividends, liquidate
or carry out other activities which would
require shareholders’ identity to be
ascertained, the board of directors or the
convener of the meeting shall determine
a record date for such purpose, and
shareholders whose names appear on the
register of shareholders after the close of
trading of the shares of the Company on
such date shall be entitled to the rights
and benefits in connection therewith.		 Article 32 of the
Guidelines for
Articles of
Association
~~te en o te recor ate sa e~~
~~a shareholder of the Company.~~
,
and shareholders whose names
appear on the register of
shareholders after the close of
trading of the shares of the
Company on such date shall be
entitled to the rights and
benefits in connection
therewith.
~~(Article 39 of the Essential~~
~~Clauses)~~
84 Article 51Any person aggrieved and
claiming to be entitled to have his
name (title) to be entered in or
removed from the register of
shareholders may apply to a court of
competent jurisdiction for
rectification of the register.
(Article 40 of the Essential Clauses)		 Article 48~~51~~
Any person
aggrieved and claiming to be
entitled to have his name (title) to
be entered in or removed from the
register of shareholders may apply
to a court of competent
jurisdiction for rectification of the
register.
~~(Article 40 of the Essential~~
~~Clauses)~~		 Amended and rearranged to be Article
48.

– I-29 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

85 Article 52Any person who is a
registered shareholder or who claims
to be entitled to have his name (title)
entered into the register of
shareholders in respect of shares in
the Company may, if his share
certificate (the “original certificate”)
relating to the shares is lost, apply to
the Company for a replacement new
share certificate in respect of such
shares (the “Relevant Shares”).
If a shareholder of Domestic-Invested
Shares loses his share certificate and
applies to the Company for a
replacement new share certificate, it
shall be dealt with in accordance with
article 150 of the Company Law.
If a shareholder of Overseas-Listed
Foreign Shares loses his share
certificate and applies to the Company
for a replacement new share
certificate, it may be dealt with in
accordance with the law of the place
where the original register of holders
of Overseas-Listed Foreign-Invested
Shares is maintained, rules of the
stock exchange or other relevant
regulations. If a shareholder of H
Shares loses his share certificate, the
issue of a replacement new share
certificate shall comply with the
following requirements:
(1) The applicant shall submit an
application to the Company in a
prescribed form accompanied by
notarial certificate or a statutory
declaration (i) stating the grounds
upon which the application is made
and the circumstances and the
evidence of the loss; and (ii) declaring
that no other person is entitled to have
his name entered in the register of
shareholders in respect of the
Relevant Shares.
(2) Before the Company decides to
issue the replacement new share
certificate, no statement made by any
person other than the applicant
declaring that his name shall be
entered in the register of shareholders
in respect of such shares has been
received.
(3) The Company shall, if it intends
to issue a replacement new share
certificate, publish a notice of its
intention at least once every thirty
(30) days in a period of ninety (90)
consecutive days in such newspapers
as may be prescribed by the board of
directors.		 Deletion The Essential
Clauses are
repealed.

– I-30 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(4) Prior to publication of its intention to issue a replacement new share certificate, the Company shall have, 1. delivered to the stock exchange on which its shares are listed a copy of the notice to be published and may publish the notice upon receiving confirmation from such stock exchange that the notice has been exhibited in the premises of the stock exchange. Such notice shall be exhibited in the premises of the Stock Exchange for a period of 90 days. 2. In the case of an application made without the consent of the registered holder of the Relevant Shares, the Company shall deliver by mail to such registered shareholder a copy of the notice to be published; (5) If, by the expiration of the 90-day period referred to in paragraphs (3) and (4) of this Article, the Company shall not have received from any person notice of any disagreement to such application, the Company may issue a replacement new share certificate to the applicant accordingly. (1) Where the Company issues a replacement new share certificate under this Article, it shall forthwith cancel the original share certificate and enter the cancellation and issue in the register of shareholders accordingly. (2) All expenses relating to the cancellation of an original share certificate and the issue of a replacement new share certificate by the Company shall be borne by the applicant and the Company is entitled to refuse to take any action until reasonable security is provided by the applicant. (Article 41 of the Essential Clauses)

– I-31 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

86 Article 53Where the Company issues
a replacement new share certificate
pursuant to these articles of
association, the name (title) of a bona
fide purchaser gaining possession of
such new share certificate or the
person who is subsequently entered in
the register of shareholders as holder
of such shares (if he is a bona fide
purchaser) shall not be removed from
the register of shareholders.
(Article 42 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
87 Article 54The Company shall not be
liable for any damages sustained by
any person by reason of the
cancellation of the original share
certificate or the issue of the new
share certificate, unless the claimant
proves that the Company has acted
deceitfully.
(Article 43 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
88 CHAPTER 7 SHAREHOLDERS’
RIGHTS AND OBLIGATIONS		 Deletion
89 Article 55A shareholder of the
Company is a person who lawfully
holds shares in the Company and
whose name (title) is entered in the
register of shareholders.
A shareholder shall enjoy rights and
bear obligations according to the class
and proportion of the shares held by
him; shareholders who hold shares of
the same class shall enjoy the same
rights and bear the same obligations.
(Article 44 of the Essential Clauses)		 Article 50 ~~55~~
A shareholder of
the Company is a person who
lawfully holds shares in the
Company and whose name (title)
is entered in the register of
shareholders.
A shareholder shall enjoy rights
and bear obligations according to
the class and proportion of the
shares held by him; shareholders
who hold shares of the same class
shall enjoy the same rights and
bear the same obligations.
~~(Article 44 of the Essential~~
~~Clauses)~~		 Article 50A shareholder of the
Company is a person who lawfully holds
shares in the Company and whose name
(title) is entered in the register of
shareholders.
A shareholder shall enjoy rights and bear
obligations according to the class and
proportion of the shares held by him;
shareholders who hold shares of the
same class shall enjoy the same rights
and bear the same obligations.

– I-32 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

90 Article 56The ordinary shareholders
of the Company shall enjoy the
following rights:
(1) the right to dividends and other
distributions in proportion to the
number of shares held;
(2) the right to attend or appoint a
proxy to attend Shareholders’ general
meetings, and to speak and vote at
general meetings, unless individual
shareholders are required to abstain
from voting on individual matters
under the Rules Governing the Listing
of Securities on The Stock Exchange
of Hong Kong Limited;
(3) the right of supervisory
management over the Company’s
business operations, and the right to
present proposals or enquiries;		 Article 51~~56~~
The~~ordinary~~
shareholders of the Company
shall enjoy the following rights:
(1) the right to dividends and
other distributions in proportion
to the number of shares held;
(2) the right to attend or appoint a
proxy to attend Shareholders’
general meetings, and to speak
and vote at general meetings,
unless individual shareholders are
required to abstain from voting on
individual matters under the~~Rules~~
~~Governing the Listing of~~
~~ii h k h~~		 Article 51~~56~~
The~~ordinary~~
shareholders of the Company
shall enjoy the following rights:
(1) the right to dividends and
other distributions in proportion
to the number of shares held;
(2) the right to attend or appoint a
proxy to attend Shareholders’
general meetings, and to speak
and vote at general meetings,
unless individual shareholders are
required to abstain from voting on
individual matters under the~~Rules~~
~~Governing the Listing of~~
~~ii h k h~~		 Article 51The shareholders of the
Company shall enjoy the following
rights:
(1) the right to dividends and other
distributions in proportion to the number
of shares held;
(2) the right to attend or appoint a proxy
to attend Shareholders’ general
meetings, and to speak and vote at
general meetings, unless individual
shareholders are required to abstain from
voting on individual matters under the
Hong Kong Listing Rules;
(3) the right of supervisory management
over the Company’s business operations,
and the right to present proposals or
enquiries;
(4) the right to transfer shares in
accordance with laws, administrative
regulations and provisions of these
articles of association;
(5) the right to review copies of these
articles of association, the register of
shareholders of all classes (the Company
may suspend the shareholder registration
procedure in accordance with the
equivalent provisions of section 632 of
the Companies Ordinance of the Hong
Kong Special Administrative Region),
the corporate bond stubs, the
Shareholder’ general meeting records,
the board of directors meeting
resolutions, the supervisory committee
meeting resolutions, and financial and
accounting reports;
(6) the right to participate in the
distribution of the remaining assets of
the Company when the Company
terminates or liquidates, according to the
proportion of shares they hold;
(7) the right to request the Company to
buy back their shares if they dissent
from the resolution of the Shareholders’
general meeting regarding the merger or
division of the Company;
(8) other rights as stipulated by laws,
administrative regulations, departmental
rules, the Hong Kong Listing Rules or
these articles of association.		 Article 33 of the
Guidelines for
Articles of
Association
~~Governng te~~
~~ii~~		 ~~Lstng~~
~~h~~
~~Securtes on Te Stoc Excange~~
~~of~~
~~H~~ong Kong~~Limited~~
Listing
Rules
;
(3) the right of supervisory
management over the Company’s
business operations, and the right
to present proposals or enquiries;
(4) the right to transfer shares in
accordance with laws,
administrative regulations and
provisions of these articles of
association;
(5)the right to review copies of
these articles of association, the
register of shareholders of all
classes (the Company may
suspend the shareholder
registration procedure in
accordance with the equivalent
provisions of section 632 of the
Companies Ordinance of the
Hong Kong Special
Administrative Region), the
corporate bond stubs, the
Shareholder’ general meeting
records, the board of directors
meeting resolutions, the
supervisory committee meeting
resolutions, and financial and
accounting reports;
(6) the right to participate in the		 ~~e Sto~~
~~ii~~

distribution of the remaining
assets of the Company when the

Company terminates or
liquidates, according to the
proportion of shares they hold;
(7) the right to request the
Company to buy back their
shares if they dissent from the
resolution of the Shareholders’
general meeting regarding the
merger or division of the
Company;
(8) other rights as stipulated by
laws, administrative regulations,

departmental rules, the Hong
Kong Listing Rules or these
articles of association.

– I-33 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(4) the right to transfer shares in
accordance with laws, administrative
regulations and provisions of these
articles of association;
(5) the right to obtain relevant
information in accordance with the
provisions of these articles of
association, including:
1. the right to obtain a copy of these
articles of association, subject to
payment of the cost of such copy;
2. the right to inspect and copy,
subject to payment of a reasonable
charge:
(1) copies of all parts of the register
of shareholders (the Company may
close the register on terms equivalent
to section 632 of the Companies
Ordinance (Chapter 622 of the Laws
of Hong Kong);
(2) personal particulars of each of the
Company’s directors, supervisors,
general manager, deputy general
managers and other senior
administrative officers, including:
(a) present name and alias and any
former name or alias;
(b) principal address (residence);
(c) nationality;
(d) primary and all other part-time
occupations and duties;
(e) identification documents and their
relevant numbers.
(3) state of the Company’s share
capital;
(4) reports showing the aggregate par
value, quantity, highest and lowest
price paid in respect of each class of
shares repurchased by the Company
since the end of last accounting year
and the aggregate amount paid by the
Company for this purpose;
(5) minutes of Shareholders’ general
meetings,
(6) in the event of the termination or
liquidation of the Company, to
participate in the distribution of
surplus assets of the Company in
accordance with the number of shares
held;
(7) other rights conferred by laws,
administrative regulations and these
articles of association.
(Article 45 of the Essential Clauses)		 ~~the right to obtain relevant~~
~~information in accordance with~~
~~the provisions of these articles of~~
~~association, including:~~
~~1. the right to obtain a copy of~~
~~these articles of association,~~
~~subject to payment of the cost of~~
~~such copy;~~
~~2. the right to inspect and copy,~~
~~b f bl~~
~~suject to payment o a reasonae~~
~~charge:~~
~~(1) copies of all parts of the~~
~~register of shareholders (the~~
~~Company may close the register~~
~~il i 62~~
~~on terms equvaent to secton 3~~
~~of the Companies Ordinance~~
~~h 622 f h f~~
~~(Capter o te Laws o Hong~~
~~Kong);~~
~~2 l il f h f~~
~~() persona partcuars o eac o~~
~~the Company’s directors,~~
~~supervisors, general manager,~~
~~deputy general managers and~~
~~other senior administrative~~
~~officers, including:~~
~~d li d~~
~~(a) present name an aas an any~~
~~former name or alias;~~
~~(b) principal address (residence);~~
~~(c) nationality;~~
~~d i d ll h i~~
~~() prmary an a oter part-tme~~
~~occupations and duties;~~
~~(e) identification documents and~~
~~their relevant numbers.~~
~~(3) state of the Company’s share~~
~~capital;~~
~~(4) reports showing the aggregate~~
~~par value, quantity, highest and~~
~~lowest price paid in respect of~~
~~each class of shares repurchased~~
~~by the Company since the end of~~
~~last accounting year and the~~
~~aggregate amount paid by the~~
~~Company for this purpose;~~
~~(5) minutes of Shareholders’~~
~~general meetings,~~
~~6 i h f h ii~~
~~() n te event o te termnaton~~
~~or liquidation of the Company, to~~
~~participate in the distribution of~~
~~surplus assets of the Company in~~
~~accordance with the number of~~
~~shares held;~~
~~h ih fd b l~~
~~(7) oter rgts conerre y aws,~~
~~administrative regulations and~~
~~these articles of association.~~
~~(Article 45 of the Essential~~
~~Clauses)~~
~~amnstra~~
~~h i~~
~~tese artc~~
~~Ail 4~~
~~(rtce~~
~~Clauses)~~
91 Addition Article 52
requests t		 Article 52When a shareholder requests
to review the relevant information
mentioned in the preceding Article or
requests for materials, he/she shall
provide the Company with written
documents evidencing the class and
number of shares of the Company held
by him/her, and the Company shall
provide such information as requested
by such shareholder after verifying his/
her identity.		 Article 34 of the
Guidelines for
Articles of
Association

informati

– I-34 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

92 Addition Article 53
resolution		 If the contents of the
s of the Shareholders’		 Article 53If the contents of the
resolutions of the Shareholders’ general
meeting and the board of directors of the
Company violate the laws and
administrative regulations, the
shareholders shall have the right to
request the People’s Court to invalidate
the resolutions.
If the convening procedures and voting
methods of the Shareholders’ general
meeting or the board meeting violate the
laws, administrative regulations or these
articles of association, or the contents of
a resolution violate these articles of
association, the shareholders shall have
the right to request the People’s Court to
revoke the resolution within 60 days
from the date of adoption of the
resolution.		 Article 35 of the
Guidelines for
Articles of
Association
general meeting and the board
of directors of the Company
violate the laws and
administrative regulations, the
shareholders shall have the
right to request the People’s
Court to invalidate the
resolutions.
If the convening procedures and

voting methods of the
Shareholders’ general meeting
or the board meeting violate the

laws, administrative regulations

or these articles of association,
or the contents of a resolution
violate these articles of
association, the shareholders
shall have the right to request
the People’s Court to revoke the

resolution
within 60 days from
f adoption of the
.

the date o

resolution
93 Addition Article 54
senior ad		 Article 54Where a director or senior
administrative officer violates laws,
administrative regulations or these
articles of association in the course of
performing his/her duties and causes
losses to the Company, the shareholders
individually or jointly holding more than
1% of the Company’s shares for more
than 180 consecutive days shall have the
right to request in writing the
supervisory committee to initiate
proceedings in the People’s Court; where
the supervisory committee violates laws,
administrative regulations or these
articles of association in the course of
performing its duties and causes losses
to the Company, the shareholders may
request in writing the board of directors
to initiate proceedings in the People’s
Court.
If the supervisory committee or the
board of directors refuses to initiate
proceedings after receiving the written
request of the shareholders as stipulated
in the preceding paragraph, or fails to
initiate proceedings within 30 days after
receiving the request, or in case of
emergency where failure to initiate
proceedings immediately will cause
irreparable damage to the Company’s
interests, the shareholders as stipulated
in the preceding paragraph shall have the
right to initiate proceedings directly at
the People’s Court in their own names
for the benefit of the Company.
If others infringe the legitimate rights
and interests of the Company and cause
losses to the Company, the shareholders
specified in the first paragraph of this
Article may initiate proceedings in the
People’s Court in accordance with the
preceding two paragraphs.		 Article 36 of the
Guidelines for
Articles of
Association

jointly holding more than 1% of

the Company’s shares for more
than 180 consecutive days shall
have the right to request in
writing the supervisory
committee to initiate
proceedings in the People’s
Court; where the supervisory
committee violates laws,
administrative regulations or
these articles of association in
the course of performing its
duties and causes losses to the
Company, the shareholders may

request in writing the board of
directors to initiate proceedings

in the People’s Court.
If the supervisory committee or
the board of directors refuses to
initiate proceedings after
receiving the written request of
the shareholders as stipulated in

the preceding paragraph, or
fails to initiate proceedings
within 30 days after receiving
the request, or in case of
emergency where failure to
initiate proceedings immediately

will cause irreparable damage
to the Company’s interests, the
shareholders as stipulated in the

preceding paragraph shall have
the right to initiate proceedings
directly at the People’s Court in

their own names for the benefit
of the Company.
If others infringe the legitimate
rights and interests of the
Company and cause losses to
the Company, the shareholders
specified in the first paragraph
of this Article may initiate
proceedings in the People’s
Court in accordance with the
preceding two paragraphs.

– I-35 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

94 Addition Article 55
administr		 If a director or senior Article 55If a director or senior
administrative officer violates laws,
administrative regulations or these
articles of association, thereby damaging
the interests of shareholders, the
shareholders may initiate legal
proceedings in the People’s Court.		 Article 37 of the
Guidelines for
Articles of
Association
ative officer violates
inistrative regulations
laws, adm

or these a
95 Article 57The ordinary shareholders
of the Company shall assume the
following obligations:
(1) to abide by these articles of
association;
(2) to pay subscription monies
according to the number of shares
subscribed and the method of
subscription;
(3) other obligations imposed by
laws, administrative regulations and
these articles of association.
Shareholders are not liable to make
any further contribution to the share
capital other than as agreed by the
subscriber of the relevant shares on
subscription.
(Article 46 of the Essential Clauses)		 Article 56~~57~~
The ordinary
shareholders of the Company
shall assume the following
obligations:
(1)~~to abide by these articles of~~
~~association~~
~~t~~o abide by laws,
administrative regulations, the
Hong Kong Listing Rules and
these articles of association ;
(2) to pay subscription monies
according to the number of shares
subscribed and the method of
subscription;
(3) not to withdraw their shares		 Article 56The ordinary shareholders of
the Company shall assume the following
obligations:
(1) to abide by laws, administrative
regulations, the Hong Kong Listing
Rules and these articles of association ;
(2) to pay subscription monies according
to the number of shares subscribed and
the method of subscription;
(3) not to withdraw their shares unless
otherwise provided by laws and
regulations;
(4) not to abuse shareholders’ rights to
damage the interests of the Company or
other shareholders; not to abuse the
independent status of the Company as a
legal person and the limited liability of
shareholders to damage the interests of
the creditors of the Company;
(5) other obligations imposed by laws,
administrative regulations and these
articles of association.
Shareholders of the Company who abuse
their shareholders’ rights and cause
losses to the Company or other
shareholders shall be liable for
compensation in accordance with the
law. Shareholders of the Company who
abuse the independent status of the
Company as a legal person and the
limited liability of shareholders to evade
debts and seriously damage the interests
of the creditors of the Company shall
bear joint and several liabilities for the
debts of the Company.		 Article 38 of the
Guidelines for
Articles of
Association

unless otherwise provided by
laws and regulations;
(4) not to abuse shareholders’
rights to damage the interests of

the Company or other
shareholders; not to abuse the
independent status of the
Company as a legal person and
the limited liability of
shareholders to damage the
interests of the creditors of the
Company;
(5)
other obligations imposed by
laws, administrative regulations
and these articles of association.
Shareholders of the Company
who abuse their shareholders’
rights and cause losses to the
Company or other shareholders

shall be liable for compensation

in accordance with the law.
Shareholders of the Company
who abuse the independent
status of the Company as a legal

person and the limited liability
of shareholders to evade debts
and seriously damage the
interests of the creditors of the
Company shall bear joint and
several liabilities for the debts
of the Company.
~~Shareholders are not liable to~~
~~make any further contribution to~~
~~the share capital other than as~~
~~agreed by the subscriber of the~~
~~relevant shares on subscription.~~
~~(Article 46 of the Essential~~
~~Clauses)~~
~~agree y~~
~~l~~
~~reevant s~~
~~Ail 4~~
~~(rtce~~
~~Clauses)~~
96 Addition Article 57
holding m		 When a shareholder
ore than 5% of the
res of the Company
e shares held by him/
e shall report to the
in writing on the day
the pledge occurs.		 Article 57When a shareholder holding
more than 5% of the voting shares of the
Company pledges the shares held by
him/her, he/she shall report to the
Company in writing on the day on which
the pledge occurs.		 Article 39 of the
Guidelines for
Articles of
Association

voting sha

pledges th

her, he/sh

Company

on which

– I-36 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

97 Addition Article 58
sharehold		 The controlling
ers and de facto
s of the Company
use their connected
o damage the interests		 Article 58The controlling shareholders
and de facto controllers of the Company
shall not use their connected relations to
damage the interests of the Company. If
the violation causes losses to the
Company, they shall be liable for
compensation.
The controlling shareholders and de
facto controllers of the Company shall
have fiduciary duties towards the
Company and its public shareholders.
The controlling shareholder shall
exercise its rights as a capital contributor
in strict compliance with the laws. The
controlling shareholder shall not damage
the legitimate rights and interests of the
Company and public shareholders by
means of profit distribution, asset
restructuring, external investment, fund
appropriation, loan guarantee, etc., and
shall not use its controlling status to
damage the interests of the Company
and public shareholders.		 Article 40 of the
Guidelines for
Articles of
Association
controller

shall not
relations t

of the Company. If the violation

causes losses to the Company,
they shall be liable for
compensation.
The controlling shareholders
and de facto controllers of the
Company shall have fiduciary
duties towards the Company
and its public shareholders. The

controlling shareholder shall
exercise its rights as a capital
contributor in strict compliance

with the laws. The controlling
shareholder shall not damage
the legitimate rights and
interests of the Company and
public shareholders by means of

profit distribution, asset
restructuring, external
investment, fund appropriation,

loan guarantee, etc., and shall
not use its controlling status to
damage the interests of the
Company and public
shareholders.
98 Article 58In addition to the
obligations imposed by laws and
administrative regulations or required
by the listing rules of the stock
exchange on which shares of the
Company are listed, a controlling
shareholder shall not exercise his
voting rights in respect of the
following matters in a manner
prejudicial to the interests of the
shareholders generally or of some of
the shareholders of the Company:
(1) to relieve a director or supervisor
of his duty to act honestly in the best
interests of the Company;
(2) to approve the expropriation by a
director or supervisor (for his own
benefit or for the benefit of another
person), in any guise, of the
Company’s assets, including (without
limitation) opportunities beneficial to
the Company;
(3) to approve the expropriation by a
director or supervisor (for his own
benefit or for the benefit of another
person) of the individual rights of
other shareholders, including (without
limitation) rights to distributions and
voting rights save pursuant to a
restructuring submitted to
shareholders for approval in
accordance with these articles of
association.
(Article 47 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.

– I-37 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

99 Article 59For the purpose of the
foregoing Article, a “controlling
shareholder” means a person who
satisfies any one of the following
conditions:
(1) he alone or acting in concert with
others has the power to elect more
than half of the board of directors;
(2) he alone or acting in concert with
others has the power to exercise or to
control the exercise of 30 per cent or
more of the voting rights in the
Company;
(3) he alone or acting in concert with
others holds 30 per cent or more of
the issued and outstanding shares of
the Company;
(4) he alone or acting in concert with
others in any other manner controls
the Company in fact.
(Article 48 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
100 CHAPTER 8 SHAREHOLDERS’
GENERAL MEETINGS		 ~~CHAPTER~~ ~~8~~
SECTION 2
PROVISIONS FOR		 SECTION 2 GENERAL
PROVISIONS FOR
SHAREHOLDERS’ GENERAL
MEETINGS

GENERAL
SHAREHOL DERS’ GENERAL
MEETINGS
101 Article 60The Shareholders’ general
meeting is the organ of authority of
the Company and shall exercise its
functions and powers in accordance
with law.
(Article 49 of the Essential Clauses)		 Merged with former Article 61

– I-38 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

102 Article 61The Shareholders’ general
meeting shall have the following
functions and powers:
(1) to decide on the Company’s
operational policies and investment
plans;
(2) to elect and replace directors and
decide on matters relating to the
remuneration of directors;
(3) to elect and replace the
supervisors who are representatives
of shareholders and decide on matters
relating to the remuneration of
supervisors;
(4) to examine and approve reports of
the board of directors;
(5) to examine and approve reports of
the supervisory committee;
(6) to examine and approve the
Company’s proposed annual
preliminary and final financial
budgets;
(7) to examine and approve the
Company’s profit distribution plans
and plans for making up losses;
(8) to decide on increases or
reductions in the Company registered
capital;
(9) to decide on matters such as
merger, division, dissolution and
liquidation of the Company;
(10) to decide on the issue of
debentures by the Company;
(11) to decide on the appointment,
dismissal and disengagement of the
accountants of the Company;
(12) to amend these articles of
association;
(13) to consider motions raised by
shareholders who represent 5 per cent
or more of the total shares of the
Company carrying the right to vote;
(14) to decide on other matters which
require resolutions of the shareholders
in general meeting according to
relevant laws, administrative
regulations and provisions of these
articles of association;
(Article 50 of the Essential Clauses)		 Article 59The Shareholders’
general meeting is the organ of
authority of the Company and
shall exercise~~its~~
the following
functions and powers in
accordance with law.~~(Article 49~~
~~of the Essential Clauses) The~~
~~Shareholders’ general meeting~~
~~hll h h flli fi~~		 Article 59The Shareholders’
general meeting is the organ of
authority of the Company and
shall exercise~~its~~
the following
functions and powers in
accordance with law.~~(Article 49~~
~~of the Essential Clauses) The~~
~~Shareholders’ general meeting~~
~~hll h h flli fi~~		 Article 59The Shareholders’ general
meeting is the organ of authority of the
Company and shall exercise the
following functions and powers in
accordance with law:
(1) to decide on the Company’s
operational policies and investment
plans;
(2) to elect and replace directors
assumed by non-representatives of the
employees and decide on matters relating
to the remuneration of directors;
(3) to elect and replace the supervisors
who are representatives of shareholders
and decide on matters relating to the
remuneration of supervisors;
(4) to examine and approve reports of
the board of directors;
(5) to examine and approve reports of
the supervisory committee;
(6) to examine and approve the
Company’s proposed annual preliminary
and final financial budgets;
(7) to examine and approve the
Company’s profit distribution plans and
plans for making up losses;
(8) to decide on increases or reductions
in the Company registered capital;
(9) to decide on matters such as merger,
division, dissolution, liquidation or
change of company form of the
Company;
(10) to decide on the issue of debentures
by the Company;
(11) to decide on the appointment and
dismissal of the accountants of the
Company;
(12) to amend these articles of
association;
(13) to examine and approve guarantees
required to be approved by the
shareholders in general meeting ;
(14) to examine any acquisition or
disposal of any material asset within one
year if the asset value exceeds 30% of
the latest audited total assets of the
Company for the most recent year;
(15) to examine and approve any change
in the use of proceeds from funds raised;
(16) to examine any share incentive
schemes and employee stock ownership
plan;
(17) to examine other matters required to
be resolved by the shareholders in
general meeting according to relevant
laws, administrative regulations,
departmental rules, the Hong Kong
Listing Rules or provisions of these
articles of association;		 Article 41 of the
Guidelines for
Articles of
Association
~~sa ave te oowng unctons~~
~~and powers:~~
(1) to decide on the Company’s
operational policies and
investment plans;
(2) to elect and replace directors
assumed by non-representatives

of the employees
and decide on
matters relating to the
remuneration of directors;
(3) to elect and replace the
supervisors who are
representatives of shareholders
and decide on matters relating to
the remuneration of supervisors;
(4) to examine and approve
reports of the board of directors;
(5) to examine and approve
reports of the supervisory
committee;
(6) to examine and approve the
Company’s proposed annual
preliminary and final financial
budgets;
(7) to examine and approve the
Company’s profit distribution
plans and plans for making up
losses;
(8) to decide on increases or
reductions in the Company
registered capital;
(9) to decide on matters such as
merger, division, dissolution and,
liquidationor change of
company form
of the Company;
(10) to decide on the issue of
debentures by the Company;
(11) to decide on the appointment~~,~~
and
dismissal~~and disengagement~~
of the accountants of the
Company;
(12) to amend these articles of
association;
~~an sengagement~~
ants of the
these articles of

– I-39 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(13)to examine and approve
guarantees required to be
approved by the shareholders in
general meeting;
~~to consider~~
~~motions raised by shareholders~~
~~who represent 5 per cent or more~~
~~of the total shares of the Company~~
~~carrying the right to vote;~~
(14)to examine any acquisition
or disposal of any material asset
within one year if the asset
value exceeds 30% of the latest
audited total assets of the
Company for the most recent
year;
(15)to examine and approve
any change in the use of
proceeds from funds raised;
(16)to examine any share
incentive schemes and employee
stock ownership plan;
(17
)to~~decide~~
~~e~~xamine
on other
matters required to be resolved by
the shareholders in general
meeting according to relevant
laws, administrative regulations,
departmental rules, the Hong
Kong Listing Rules or
~~and~~
provisions of these articles of
association.
~~(Article 50 of the Essential~~
~~Clauses)~~

– I-40 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

103 Addition Article 60~~50~~
The following
external guarantees of the
Company shall be considered and		 Article 60The following external
guarantees of the Company shall be
considered and approved at the general
meeting.
(1) any guarantees provided after the
total external guarantees of the Company
and its holding subsidiaries exceeding
50% of latest audited net assets of the
Company for the most recent period;
(2) any guarantees provided after the
total external guarantees of the Company
exceeding 30% of the latest audited total
assets of the Company for the most
recent period;
(3) any guarantees provided by the
Company within one year with an
amount exceeding 30% of the latest
audited total assets of the Company for
the most recent period;
(4) any guarantees provided for any
guaranteed party with an assets to
liabilities ratio exceeding 70%;
(5) any single guarantee in which the
amount exceeds 10% of latest audited
net assets of the Company for the most
recent period;
(6) any guarantees provided to
shareholders, de facto controllers and
their related parties;
(7) other guarantees required to be
considered by the shareholders in
general meeting according to relevant
laws, administrative regulations,
normative documents, the Hong Kong
Listing Rules and provisions of these
articles of association.
The above external guarantees to be
approved by the Shareholders’ general
meeting shall be submitted to the
Shareholders’ general meeting for
approval after being considered and
approved by the board of directors.
The board of directors shall have the
right to consider and approve external
guarantees other than those required to
be approved by the Shareholders’
general meeting in preceding paragraphs.
When the Shareholders’ general meeting
considers a resolution to provide
guarantee for shareholders, de facto
controllers and their related parties, such
shareholders or shareholders controlled
by such de facto controllers shall abstain
from voting on the resolution, and the
resolution shall be passed by more than
half of the voting rights held by other
shareholders attending the Shareholders’
general meeting.		 Article 42 of the
Guidelines for
Articles of
Association

approved at the general meeting.
(1) any guarantees provided after

the total external guarantees of
the Company and its holding
subsidiaries exceeding 50% of
latest audited net assets of the
Company for the most recent
period;
(2) any guarantees provided after

the total external guarantees of
the Company exceeding 30% of
the latest audited total assets of
the Company for the most recent
period;
(3) any guarantees provided by
the Company within one year
with an amount exceeding 30% of

the latest audited total assets of
the Company for the most recent
period;
(4) any guarantees provided for
any guaranteed party with an
assets to liabilities ratio exceeding

70%;
(5) any single guarantee in which
the amount exceeds 10% of latest
audited net assets of the
Company for the most recent
period;
(6) any guarantees provided to
shareholders, de facto controllers

and their related parties;
(7) other guarantees required to
be considered by the shareholders

in general meeting according to
relevant laws, administrative
regulations, normative
documents, the Hong Kong
Listing Rules and provisions of
these articles of association.
The above external guarantees to

be approved by the Shareholders’

general meeting shall be
submitted to the Shareholders’
general meeting for approval
after being considered and
approved by the board of
directors.
The board of directors shall have
the right to consider and approve

external guarantees other than
those required to be approved by
the Shareholders’ general
meeting in preceding paragraphs.
When the Shareholders’ general
meeting considers a resolution to
provide guarantee for
shareholders, de facto controllers

and their related parties, such
shareholders or shareholders
controlled by such de facto
controllers shall abstain from
voting on the resolution, and the
resolution shall be passed by
more than half of the voting
rights held by other shareholders

attending the Shareholders’
general meeting.

– I-41 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

104 Article 62The Company shall not,
without the prior approval of
shareholders in general meeting, enter
into any contract with any person
other than a director, supervisor,
general manager, deputy general
manager or other senior
administrative officer whereby the
management and administration of the
whole or any substantial part of the
business of the Company is to be
handed over to such person.
(Article 51 of the Essential Clauses)		 Article 61~~62~~

Company is		 Article 61~~62~~

Company is		 Article 61~~62~~

Company is		 Article 61Unless the Company is in a
crisis or other special circumstances, the
Company shall not, without the approval
of shareholders in general meeting, enter
into any contract with any person other
than a director, general manager or other
senior administrative officer whereby
the management and administration of
the whole or any substantial part of the
business of the Company is to be handed
over to such person.		 Article 81 of the
Guidelines for
Articles of
Association
~~(rtce o~~
~~Clauses)~~		 ~~t~~
105 Article 63Shareholders’ general
meetings are divided into annual
general meetings and extraordinary
general meetings. Shareholders’
general meetings shall be convened
by the board of directors. Annual
general meetings are held once every
year and within six (6) months from
the end of the preceding financial
year.
Under any of the following
circumstances, the board of directors
shall convene an extraordinary
general meeting within two (2)
months:
(1) when the number of directors is
less than the number of directors
required by the Company Law or two
thirds of the number of directors
specified in these articles of
association;
(2) when the unrecovered losses of
the Company amount to one third of
the total amount of its share capital;
(3) when shareholder(s) holding 10
per cent or more of the Company’s
issued and outstanding shares
carrying voting rights request(s) in
writing the convening of an
extraordinary general meeting;
(4) when deemed necessary by the
board of directors or as requested by
the supervisory committee.
(5) when requested by two (2) or
more independent non-executive
directors.
A venue shall be available for a
Shareholders’ general meeting which
shall be held as an onsite meeting,
and may provide convenience to the
shareholders to attend the general
meeting through safe, economic and
convenient network and other means
in accordance with laws,
administrative regulations, the
requirements of the CSRC or the
Articles of Association. Shareholders
attending a Shareholders’ general
meeting in the above methods shall be
deemed being present at the meeting.
(Article 52 of the Essential Clauses)		 Article 62~~63~~
Shareholders’
general meetings are divided into
annual general meetings and
extraordinary general meetings.
~~Shareholders’ general meetings~~
~~hll b d b h bd f~~		 Article 62Shareholders’ general
meetings are divided into annual general
meetings and extraordinary general
meetings. Annual general meetings are
held once every year and within six (6)
months from the end of the preceding
financial year.
Under any of the following
circumstances, the Company shall
convene an extraordinary general
meeting within two (2) months thereof:
(1) when the number of directors is less
than the number of directors required by
the Company Law or two thirds of the
number of directors specified in these
articles of association;
(2) when the unrecovered losses of the
Company amount to one third of the
total amount of its share capital;
(3) upon request in writing by a
shareholder alone or shareholders
together (on the date of the written
request) holding at least 10% (inclusive)
of the Company’s shares;
(4) when deemed necessary by the board
of directors or as requested by the
supervisory committee.
(5) other circumstance as specified in
laws, administrative regulations,
departmental rules, the Hong Kong
Listing Rules or provisions of these
Articles of Association.
The Company shall convene a
Shareholders’ general meeting at its
domicile, place of production and
operation or other location as specified
in the notice of the meeting. A
Shareholders’ general meeting shall be
held at a place and time where as many
shareholders as possible are present.
A Shareholders’ general meeting shall
be convened on-site at a venue, or held
in one or more locations as a hybrid
meeting or electronic meeting, and shall
facilitate the shareholders to attend the
meeting by way of other safe,
economical and convenient means as
required by the laws, regulations, the
Hong Kong Listing Rules and these
articles of association. The shareholders
that have participated in the meeting by
the aforementioned means shall be
deemed to have attended the meeting.		 Article 43, 44, 45 of
the Guidelines for
Articles of
Association.
~~sa e convene y te oar o~~
~~directors.~~
Annual general
meetings are held once every year
and within six (6) months from
the end of the preceding financial
year.
Under any of the following
circumstances, theCompany
~~board of directors~~
shall convene
an extraordinary general meeting
within two (2) monthsthereof
:
(1) when the number of directors
is less than the number of
directors required by the
Company Law or two thirds of the
number of directors specified in
these articles of association;
(2) when the unrecovered losses
of the Company amount to one
third of the total amount of its
share capital;
(3)upon request in writing by a
shareholder alone or
shareholders together holding
at least 10% (inclusive) of the
Company’s shares (the
shareholdings shall be
calculated as per the
shareholdings of the requesting
shareholders on the date when
such a written request is
made);
~~when shareholder(s)~~
~~hldi 1 f h~~

shareh
such a

made)
~~hldi~~
~~ong 0 per cent or more o te~~
~~Company’s issued and~~
~~di h i i~~
~~outstanng sares carryng votng~~
~~rights request(s) in writing the~~
~~convening of an extraordinary~~
~~general meeting;~~
(4) when deemed necessary by the
board of directors or as requested
by the supervisory committee.
(5)other circumstance as
specified in laws, administrative

regulations, departmental rules,

the Hong Kong Listing Rules or

provisions
of these Articles of
n
~~when requested by~~
~~more independent~~
~~ve directors~~
.

Associatio
~~2~~
~~two () or~~
~~non-execut~~

– I-42 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

~~A venue shall be available for a~~
~~Shareholders’ general meeting~~
~~which shall be held as an onsite~~
~~meeting, and may provide~~
~~convenience to the shareholders~~
~~to attend the general meeting~~
~~through safe, economic and~~
~~convenient network and other~~
~~means in accordance with laws,~~
~~administrative regulations,~~
~~departmental rules, the Hong~~
~~ii l h Ail~~		 A hybrid meeting means a Shareholders’
general meeting at which (i) the
shareholders or their proxies may attend
by physical attendance at the principal
meeting place and where applicable, one
or more meeting locations, and (ii) the
shareholders or their proxies may attend
and participate virtually by electronic
means.
If the shareholders remotely participate
in the Shareholders’ general meeting
through the Internet, video conferencing,
electronic meeting or other means, they
shall complete the registration and
identity verification in accordance with
the notice of the Shareholders’ general
meeting in advance, send their personal
information to the Company, and use the
link and password provided by the
Company to participate in the
Shareholders’ general meeting. Without
prejudice to the normal convening of the
Shareholders’ general meeting, the board
of directors and the chairman of the
meeting shall arrange for shareholders
who remotely participate in the
Shareholders’ general meeting to speak
and ask questions during the meeting. If
the Company does not provide a voting
system for shareholders who remotely
participate in the Shareholders’ general
meeting, shareholder who is unable to
attend the Shareholders’ general meeting
on-site may appoint his/her proxy to vote
at the Shareholders’ general meeting on
his/her behalf.
Once the notice of a Shareholders’
general meeting has been issued, the
venue of the on-site meeting shall not be
changed without valid reasons. If a
change of venue is necessary, the
convener shall make an announcement
stating the reasons at least two working
days prior to the date of the on-site
meeting.
Directors, supervisors and external
certified public accountants attending
the Shareholders’ general meeting
through electronic means such as
telephone or video conference shall be
deemed as attending the meeting in
person.
~~Kong Lstng Rues or te rtces~~
~~of Association. Shareholders~~
~~attending a Shareholders’ general~~
~~meeting in the above methods~~
~~shall be deemed being present at~~
~~the meeting.~~
The Company shall convene a
Shareholders’ general meeting
at its domicile, place of
production and operation or
other location as specified in the

notice of the meeting. A
Shareholders’ general meeting
shall be held at a place and time

where as many shareholders as
possible are present.
A Shareholders’ general
meeting shall be convened
on-site at a venue, or held in one

or more locations as a hybrid
meeting or electronic meeting,
and shall facilitate the
shareholders to attend the
meeting by way of other safe,
economical and convenient
means as required by the laws,
regulations, the Hong Kong
Listing Rules and these articles
of association. The shareholders
that have participated in the
meeting by the aforementioned
means shall be deemed to have
attended the meeting.
A hybrid meeting means a
Shareholders’ general meeting
at which (i) the shareholders or
their proxies may attend by
physical attendance at the
principal meeting place and
where applicable, one or more
meeting locations, and (ii) the
shareholders or their proxies
may attend and participate
virtually by electronic means.

– I-43 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

If the shareholders remotely
participate in the Shareholders’

general meeting through the
Internet, video conferencing,
electronic meeting or other
means, they shall complete the
registration and identity
verification in accordance with
the notice of the Shareholders’
general meeting in advance,
send their personal information

to the Company, and use the
link and password provided by
the Company to participate in
the Shareholders’ general
meeting. Without prejudice to
the normal convening of the
Shareholders’ general meeting,
the board of directors and the
chairman of the meeting shall
arrange for shareholders who
remotely participate in the
Shareholders’ general meeting
to speak and ask questions
during the meeting. If the
Company does not provide a
voting system for shareholders
who remotely participate in the
Shareholders’ general meeting,
shareholder who is unable to
attend the Shareholders’
general meeting on-site may
appoint his/her proxy to vote at
the Shareholders’ general
meeting on his/her behalf.
Once the notice of a
Shareholders’ general meeting
has been issued, the venue of the

on-site meeting shall not be
changed without valid reasons.
If a change of venue is
necessary, the convener shall
make an announcement stating
the reasons at least two working

days prior to the date of the
on-site meeting.
Directors, supervisors and
external certified public
accountants attending the
Shareholders’ general meeting
through electronic means such
as telephone or video conference

shall be deemed as attending the

meeting in person.
~~(Article 52 of the Essential~~
~~Clauses)~~
106 Addition SECTION 3 CONVENING OF
SHAREHOLDERS’ GENERAL		 SECTION 3 CONVENING OF
SHAREHOLDERS’ GENERAL
MEETING
MEETING

– I-44 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

107 Addition Article 63
executive		 Independent non-
directors shall have
o propose to the board		 Article 63Independent non-executive
directors shall have the right to propose
to the board of directors to convene an
extraordinary general meeting. In
response to such proposal of the
independent non-executive directors to
convene an extraordinary general
meeting, the board of directors shall, in
accordance with the laws, administrative
regulations and provisions of these
articles of association, provide a written
reply stating its agreement or
disagreement to the convening of the
extraordinary general meeting within ten
days after receiving such proposal. If the
board of directors agrees to convene the
extraordinary general meeting, a notice
of such meeting shall be issued within
five days after the resolution of the
board of directors is made. If the board
of directors disagrees to convene the
extraordinary general meeting, it shall
explain the reasons and make an
announcement.		 Article 47 of the
Guidelines for
Articles of
Association
the right t

of directo

the extraordinary general
meeting, it shall explain the
reasons and make an
announcement.

meeting, i

reasons a
announce
108 Addition Article 64
committe		 Article 64The supervisory committee
shall have the right to propose to the
board of directors to convene an
extraordinary general meeting and such
proposal shall be made by way of written
request(s). The board of directors shall,
in accordance with the laws,
administrative regulations and provisions
of these articles of association, provide a
written reply stating its agreement or
disagreement to the convening of the
extraordinary general meeting within ten
days after receiving such proposal.
If the board of directors agrees to
convene the extraordinary general
meeting, a notice of such meeting shall
be issued within five days after the
resolution of the board of directors is
made. Any changes to the original
proposal in the notice shall be subject to
the consent of the supervisory
committee.
If the board of directors disagrees to
convene the extraordinary general
meeting or fails to provide a reply within
ten days after receipt of the proposal, the
board of directors shall be deemed to
have not been able or fail to perform its
duty to convene the Shareholders’
general meetings, and the supervisory
committee may convene and preside
over the meeting on its own.		 Article 48 of the
Guidelines for
Articles of
Association

to propos

directors

by way of written request(s).
The board of directors shall, in
accordance with the laws,
administrative regulations and
provisions of these articles of
association, provide a written
reply stating its agreement or
disagreement to the convening
of the extraordinary general
meeting within ten days after
receiving such proposal.
If the board of directors agrees
to convene the extraordinary
general meeting, a notice of
such meeting shall be issued
within five days after the
resolution of the board of
directors is made. Any changes
to the original proposal in the
notice shall be subject to the
consent of the supervisory
committee.
If the board of directors
disagrees to convene the
extraordinary general meeting
or fails to provide a reply within

ten days after receipt of the
proposal, the board of directors

shall be deemed to have not
been able or fail to perform its
duty to convene the
Shareholders’ general meetings,

and the supervisory committee
may convene and preside over
the meeting on its own.

– I-45 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

109 Addition Article 65 Shareholders
individually or jointly holding
more than 10% (inclusive) of
the Company’s shares shall
have the right to propose the
board of directors to convene an		 Article 65Shareholders individually or
jointly holding more than 10%
(inclusive) of the Company’s shares
shall have the right to propose the board
of directors to convene an extraordinary
general meeting, and such proposal shall
be made by way of written request(s).
The board of directors shall, in
accordance with the laws, administrative
regulations and provisions of these
articles of association, provide a written
reply stating its agreement or
disagreement to the convening of the
extraordinary general meeting within ten
days after receiving such proposal.
If the board of directors agrees to
convene the extraordinary general
meeting, a notice of such meeting shall
be issued within five days after the
resolution of the board of directors is
made. Any changes to the original
proposal in the notice shall be subject to
the consent of the relevant shareholders.
If the board of directors disagrees to
convene the extraordinary general
meeting or fails to provide a reply within
ten days after receipt of the proposal, the
shareholders individually or jointly
holding more than 10% (inclusive) of the
Company’s shares shall have the right to
propose to the supervisory committee to
convene an extraordinary general
meeting, and such proposal shall be
made by way of written request(s).
If the supervisory committee agrees to
convene the extraordinary general
meeting, a notice of such meeting shall
be issued within five days after receipt
of the proposal. Any changes to the
original proposal in the notice shall be
subject to the consent of the relevant
shareholders.
If the supervisory committee fails to
issue the notice of the Shareholders’
general meeting within the prescribed
period, it shall be deemed that the
supervisory committee will not convene
and preside over the Shareholders’
general meeting, and shareholders
individually or jointly holding more than
10% (inclusive) of the Company’s shares
for more than 90 consecutive days may
convene and preside over the meeting by
themselves.		 Article 49 of the
Guidelines for
Articles of
Association
extraordinary general meeting,
and such proposal shall be made

by way of written request(s).
The board of directors shall, in
accordance with the laws,
administrative regulations and
provisions of these articles of
association, provide a written
reply stating its agreement or
disagreement to the convening
of the extraordinary general
meeting within ten days after
receiving such proposal.
If the board of directors agrees
to convene the extraordinary
general meeting, a notice of
such meeting shall be issued
within five days after the
resolution of the board of
directors is made. Any changes
to the original proposal in the
notice shall be subject to the
consent of the relevant
shareholders.
If the board of directors
disagrees to convene the
extraordinary general meeting
or fails to provide a reply within

ten days after receipt of the
proposal, the shareholders
individually or jointly holding
more than 10% (inclusive) of
the Company’s shares shall
have the right to propose to the
supervisory committee to
convene an extraordinary
general meeting, and such
proposal shall be made by way
of written request(s).
If the supervisory committee
agrees to convene the
extraordinary general meeting,
a notice of such meeting shall be

issued within five days after
receipt of the proposal. Any
changes to the original proposal

in the notice shall be subject to
the consent of the relevant
shareholders.
If the supervisory committee
fails to issue the notice of the
Shareholders’ general meeting
within the prescribed period, it
shall be deemed that the
supervisory committee will not
convene and preside over the
Shareholders’ general meeting,
and shareholders individually
or jointly holding more than
10% (inclusive) of the
Company’s shares for more
than 90 consecutive days may
convene and preside over the
meeting by themselves.

– I-46 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

110 Addition Article 66
committe		 If the supervisory
e or shareholders
convene a
ers’ general meeting
wn, they shall notify
of directors in writing		 Article 66If the supervisory committee
or shareholders decide to convene a
Shareholders’ general meeting on their
own, they shall notify the board of
directors in writing and file with the
securities regulatory authorities of the
place of registration of the Company and
the stock exchange where the Company's
shares are listed in accordance with the
applicable regulations (if required).
The shareholding of the convening
shareholders shall not be less than 10%
before the announcement of the
Shareholders’ general meeting
resolution.
When issuing the notice of the
Shareholders’ general meeting and
announcing the resolution of the
Shareholders’ general meeting, the
supervisory committee or the convening
shareholders shall submit relevant
supporting documents to the securities
regulatory authorities of the place of
registration of the Company and the
stock exchange where the Company's
shares are listed in accordance with the
applicable regulations (if required).		 Article 50 of the
Guidelines for
Articles of
Association
decide to
Sharehold
on their o

the board

and file w

in accordance with the
applicable regulations (if
required).
111 Addition Article 67
Sharehold		 With regard to the
ers’ general meeting
by the supervisory
e or shareholders on
initiative, the board
rs and the secretary of		 Article 67With regard to the
Shareholders’ general meeting convened
by the supervisory committee or
shareholders on their own initiative, the
board of directors and the secretary of
the board of directors shall provide
assistance. The board of directors shall
provide the register of shareholders as of
the record date for the Shareholders’
general meeting.		 Article 51 of the
Guidelines for
Articles of
Association
convened

committe
their own

of directo

the board
of directors shall
ssistance. The board of
provide a

directors
shall provide the
f shareholders as of
date for the
ers’ general meeting.

register o

the record
Sharehold
112 Addition Article 68
expenses f		 Article 68The necessary expenses for a
Shareholders’ general meeting convened
by the supervisory committee or
shareholders on their own initiative shall
be borne by the Company.		 Article 52 of the
Guidelines for
Articles of
Association
113 Addition SECTION 4 PROPOSAL AND
NOTICE AT
SHAREHOLDERS’ GENERAL		 SECTION 4 PROPOSAL AND
NOTICE AT SHAREHOLDERS’
GENERAL MEETING
MEETING

– I-47 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

114 Article 64When the company
convenes a Shareholders’ general
meeting, the board of directors, the
supervisory committee and
shareholders individually or jointly
holding more than 3% of the shares of
the Company shall have the right to
submit proposals to the Company.
The contents of proposals shall be
matters falling within the functions
and powers of Shareholders’ general
meetings, set out specific matters for
consideration and resolution, and
comply with relevant requirements of
laws, administrative regulations and
the Articles of Association.		 Article 69~~64~~
When the company convenes a
Shareholders’ general meeting,
the board of directors, the
supervisory committee and
shareholders individually or
jointly holding more than 3%
(inclusive)
of the shares of the
Company shall have the right to
submit proposals to the Company.
The contents of proposals shall be
matters falling within the
functions and powers of
Shareholders’ general meetings,
set out specific matters for
consideration and resolution, and
comply with relevant
requirements of laws,
administrative regulations and the
Articles of Association.		 Article 69When the company convenes
a Shareholders’ general meeting, the
board of directors, the supervisory
committee and shareholders individually
or jointly holding more than 3%
(inclusive) of the shares of the Company
shall have the right to submit proposals
to the Company.
The contents of proposals shall be
matters falling within the functions and
powers of Shareholders’ general
meetings, set out specific matters for
consideration and resolution, and comply
with relevant requirements of laws,
administrative regulations and the
Articles of Association.		 Article 53 and
paragraph 1 of
Article 54 of the
Guidelines for
Articles of
Association
115 Article 65Shareholders individually
or jointly holding more than 3% of
the shares of the Company may
submit ex tempore proposals in
writing to the board of directors 10
days before the Shareholders’ general
meeting is convened; the contents of
the ex tempore proposals shall be in
compliance with the requirements of
Article
64 of the Articles of Association. The
board of directors shall notify other
shareholders of the contents of the ex
tempore proposals within 2 days upon
receipt of such proposals.
Except as referred to in the preceding
paragraph, the board of directors shall
not amend the proposals set out in the
notice of the Shareholders’ general
meeting or add any new proposals
subsequent to the issue of the notice.
Proposals which are not listed in the
notice of the Shareholders’ general
meeting or are inconsistent with the
Articles of Association shall not be
voted on and passed as resolutions by
the Shareholders’ general meeting.		 Article 70~~65~~
Shareholders
individually or jointly holding
more than 3%(inclusive)
of the
shares of the Company may
submit ex tempore proposals in
writing to theconvener
~~board of~~
~~directors~~
~~t~~en days before the
Shareholders’ general meeting is
convened~~; the contents of the ex~~
~~tempore proposals shall be in~~
~~li ih h i~~		 Article 70Shareholders individually or
jointly holding more than 3% (inclusive)
of the shares of the Company may
submit ex tempore proposals in writing
to the convener ten days before the
Shareholders’ general meeting is
convened. The convener shall issue
supplementary notice of the
Shareholders’ general meeting to
announce the content of the ex tempore
proposals within two days upon receipt
of such proposals.
Except as referred to in the preceding
paragraph, the convener shall not amend
the proposals set out in the notice of the
Shareholders’ general meeting or add
any new proposals subsequent to the
issue of the notice.
Proposals which are not listed in the
notice of the Shareholders’ general
meeting or are inconsistent with these
articles of association shall not be voted
on and passed as resolutions by the
Shareholders’ general meeting.		 Article 54 of the
Guidelines for
Articles of
Association
~~rectors~~
Sharehol
convened
~~tempore~~
~~li~~
~~compance wt~~
~~f Ail 64 f~~
~~o rtce o t~~
~~Association~~
~~.~~The
~~of directors~~
~~s~~hall
supplementary
116 Article 66The Company shall notify
the shareholders of the time, the place
and the matters to be considered at
the shareholders’ annual general
meeting at least 21 business days
before such meeting is convened, and
for a shareholders’ extraordinary
general meeting, at least 15 days
before the meeting is convened.
When calculating the aforesaid
period, the Company shall exclude
the date when the meeting is
convened.		 Article 71~~66~~
The Company shall
notify the shareholders of the
time, the place and the matters to
be considered at the shareholders’
annual general meeting at least
twenty-one business days before
such meeting is convened, and for
a shareholders’ extraordinary
general meeting, at least fifteen
days before the meeting is
convened. When calculating the
aforesaid period, the Company
shall exclude the date when the
meeting is convened.		 Article 71The Company shall notify the
shareholders of the time, the place and
the matters to be considered at the
shareholders’ annual general meeting at
least twenty-one business days before
such meeting is convened, and for a
shareholders’ extraordinary general
meeting, at least fifteen days before the
meeting is convened.
When calculating the aforesaid period,
the Company shall exclude the date
when the meeting is convened.

– I-48 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

117 Article 67A notice of meeting of
shareholders shall meet the following
requirements:
(1) be in writing;
(2) specify the place, the date and
time of the meeting;
(3) state the matters to be discussed at
the meeting;
(4) provide such information and
explanation as are necessary for the
shareholders to make an informed
decision on the proposals put before
them; without limiting the generality
of the foregoing, where a proposal is
made to amalgamate the Company
with another, to repurchase shares, to
reorganize the share capital, or to
restructure the Company in any other
way, the terms of the proposed
transaction must be provided in detail
together with copies of the proposed
agreement, if any, and the cause and
effect of such proposal must be
properly explained;
(5) contain a disclosure of the nature
and extent, if any, of the material
interests of any director, supervisor,
general manager, deputy general
manager or other senior
administrative officer in the proposed
transaction and the effect of the
proposed transaction on them in their
capacity as shareholders in so far as it
is different from the effect on the
interests of the shareholders of the
same class;
(6) contain the full text of any special
resolution to be proposed at the
meeting;
(7) contain conspicuously a statement
that a shareholder entitled to attend
and vote is entitled to appoint one or
more proxies to attend and vote
instead of him and that a proxy need
not be a shareholder;
(8) specify the time and place for
lodging proxy forms for the relevant
meeting.
Where the shareholders’ general
meeting shall be made in the manner
of Internet or in any other manner, the
notice of shareholders’ general
meeting shall clearly state the time
and procedure of voting in the manner
of Internet or in any other manner.
(Article 56 of the Essential Clauses)		 Article 72~~67~~
A
of shareholders
~~flli~~		 Article 72~~67~~
A
of shareholders
~~flli~~		 Article 72~~67~~
A
of shareholders
~~flli~~		 notice
~~hll~~		 notice
~~hll~~		 Article 72A notice of meeting of
shareholders includes the followings:
(1) be in writing;
(2) include the time, venue and duration
of the meeting;
(3) submit the matters and motions to be
considered at the meeting;
(4) contain conspicuously a statement
that all holders of ordinary shares are
entitled to attend at the Shareholders’
general meeting, and may appoint a
proxy in writing to attend and vote at the
meeting on his/her behalf and that such
proxy need not be a shareholder of the
Company;
(5) include the record date of registration
of shareholders entitled to attend the
Shareholders’ general meeting;
(6) include the name and telephone
number of the regular contact person for
the meeting.
Where the shareholders’ general meeting
shall be made in the manner of Internet
or in any other manner, the notice of
shareholders’ general meeting shall
clearly state the time and procedure of
voting in the manner of Internet or in
any other manner.		 Article 56 of the
Guidelines for
Articles of
Association
~~sa~~
~~oowng requrement~~
the followings
:
(1) be in writing;
(2)~~specify~~
include the
venue and duration
~~t ~~
~~the date and time~~
of th
(3)submit the matter
motions to be conside
~~specy~~
nue and

duration


~~t ~~
th
er
~~h~~ ~~d~~ ~~d time~~
of
the matt
~~te~~
(3)
mo		 ~~ate an~~
submit

tions to		 be consi de
~~h~~ ~~b di~~
~~te matter~~
meeting;
(4)contai
statement

tement
that al
ordinary s hares

attend at t
he Sha
general meeting,

appoint a proxy

attend and vote

on his/her behalf
proxy need not b

of the Company;

~~ifi d~~
~~are necessary or te sareoers~~
~~to make an informed decision on~~
~~the proposals put before them;~~
~~without limiting the generality of~~
~~h fi h l i~~
~~te oregong, were a proposa s~~
~~d l h~~
~~mae to amagamate te Company~~
~~with another, to repurchase~~
~~shares, to reorganize the share~~
~~capital, or to restructure the~~
~~Company in any other way, the~~
~~terms of the proposed transaction~~
~~must be provided in detail~~
~~together with copies of the~~
~~proposed agreement, if any, and~~
~~the cause and effect of such~~
~~proposal must be properly~~
~~explained;~~
(5) include the record date of
registration of shareholders
entitled to attend the
Shareholders’ general meeting;
(6) include the name and
telephone number of the regular

contact person for the meeting.
~~(5) contain a disclosure of the~~
~~nature and extent, if any, of the~~
~~material interests of any director,~~
~~supervisor, general manager,~~
~~deputy general manager or other~~
~~senior administrative officer in~~
~~the proposed transaction and the~~
~~effect of the proposed transaction~~
~~on them in their capacity as~~
~~shareholders in so far as it is~~
~~different from the effect on the~~
~~i f h hhld f h~~
~~nterests o te sareoers o te~~
~~same class;~~
~~(6) contain the full text of any~~
~~special resolution to be proposed~~
~~at the meeting;~~
~~(7) contain conspicuously a~~
~~statement that a shareholder~~
~~entitled to attend and vote is~~
~~entitled to appoint one or more~~
~~proxies to attend and vote instead~~
~~of him and that a proxy need not~~
~~be a shareholder;~~

– I-49 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

~~(8) specify the time and place for~~
~~lodging proxy forms for the~~
~~relevant meeting.~~
Where the shareholders’ general
meeting shall be made in the
manner of Internet or in any other
manner, the notice of
shareholders’ general meeting
shall clearly state the time and
procedure of voting in the manner
of Internet or in any other manner.
~~(Article 56 of the Essential~~
~~Clauses)~~		 ~~(8) specify the time and place for~~
~~lodging proxy forms for the~~
~~relevant meeting.~~
Where the shareholders’ general
meeting shall be made in the
manner of Internet or in any other
manner, the notice of
shareholders’ general meeting
shall clearly state the time and
procedure of voting in the manner
of Internet or in any other manner.
~~(Article 56 of the Essential~~
~~Clauses)~~
~~(rtce~~
~~Clauses)~~
118 Addition Article 73
directors		 When the elections of
and supervisors are to		 Article 73When the elections of
directors and supervisors are to be
discussed at a Shareholders’ general
meeting, a notice of the Shareholders’
general meeting shall fully disclose the
particulars of the candidates for directors
and supervisors and shall at least include
the following:
(1) personal particulars such as
educational background, work
experience and part-time jobs;
(2) whether or not the candidate has any
connected relationship with the
Company or its
controlling shareholders and de facto
controllers;
(3) disclosure of the number of shares
the candidate holds in the Company;
(4) whether or not the candidate has
been subject to penalties by the CSRC
and other relevant authorities, as well as
sanctions by any stock exchange.
Except for the election of directors and
supervisors by a cumulative voting
mechanism, the nomination proposal for
each candidate for director or supervisor
should be submitted in the form of an
independent motion.		 Article 57 of the
Guidelines for
Articles of
Association

be discus

directors and supervisors and
shall at least include the
following:
(1) personal particulars such as
educational background, work
experience and part-time jobs;
(2) whether or not the candidate

has any connected relationship
with the Company or its
controlling shareholders and de

facto controllers;
(3) disclosure of the number of
shares the candidate holds in
the Company;
(4) whether or not the candidate

has been subject to penalties by
the CSRC and other relevant
authorities, as well as sanctions
by any stock exchange.
Except for the election of
directors and supervisors by a
cumulative voting mechanism,
the nomination proposal for
each candidate for director or
supervisor should be submitted
in the form of an independent
motion.

in the for

motion.
119 Addition Article 74
notice of		 Article 74After the issue of a notice of
Shareholders’ general meeting, the
Shareholders’ general meeting shall not,
without any proper reason, be postponed
or cancelled, and the resolutions set out
in the notice of meeting shall not be
cancelled. In the event of any
postponement or cancellation, the
convener shall, at least two business
days before the date of the scheduled
meeting, make an announcement and
state the reason therein.		 Article 58 of the
Guidelines for
Articles of
Association
meeting,

announcement and state the
reason therein.

– I-50 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

120 Article 68Notice of Shareholders’
general meeting shall be served on the
shareholders (whether or not entitled
to vote at the meeting), by delivery or
prepaid airmail to their addresses as
shown in the register of shareholders.
For the holders of Domestic-Invested
Shares, such notice of meeting may
be issued by way of public notice.
The public notice referred to in the
preceding paragraph shall be
published in one or more newspapers
designated by the securities governing
authority of the State Council; after
the publication of notice, the holders
of Domestic-Invested Shares shall be
deemed to have received the notice of
the relevant Shareholders’ general
meeting.
(Article 57 of the Essential Clauses)		 Article 75Notice of
Shareholders’ general meeting
shall be served on the
shareholders (whether or not
entitled to vote at the meeting)by
any of the notification methods
stipulated in Chapter 12 of these		 Article 75Notice of Shareholders’
general meeting shall be served on the
shareholders (whether or not entitled to
vote at the meeting) by any of the
notification methods stipulated in
Chapter 12 of these articles of
association. For the holders of
Domestic-Invested Shares, such notice
of meeting may be issued by way of
public notice. The public notice issued
to the holders of Domestic-Invested
Shares should be published in media that
meets the conditions stipulated by the
CSRC.
After the publication of notice, the
holders of Domestic-Invested Shares
shall be deemed to have received the
notice of the relevant Shareholders’
general meeting.
For holders of H Shares, the notice of
Shareholders’ general meeting shall be
sent or otherwise made available to the
holders of H Shares by electronic means,
or by publication on the Company’s
website and the website of the Hong
Kong Stock Exchange. After the
publication of notice, subject to
fulfillment of the conditions of laws,
administrative regulations, the Hong
Kong Listing Rules and these articles of
association, all holders of H Shares shall
be deemed to have received the notice of
the relevant Shareholders’ general
meeting.		 Article 171 of the
Guidelines for
Articles of
Association

articles of association
~~, by~~
~~dli id iil hi~~
~~every or prepa arma to ter~~
~~dd h i h i~~
~~aresses as sown n te regster~~
~~of shareholders~~
. For the holders of
Domestic-Invested Shares, such
notice of meeting may be issued
by way of public notice.The
public notice issued to the
holders of Domestic-Invested
Shares should be published in
media that meets the conditions
stipulated by the CSRC.
~~The public notice referred to in~~
~~the preceding paragraph shall be~~
~~published in one or more~~
~~newspapers designated by the~~
~~securities governing authority of~~
~~the State Council; after~~
After
the
publication of notice, the holders
of Domestic-Invested Shares shall
be deemed to have received the
notice of the relevant
Shareholders’ general meeting.
For holders of H Shares, the
notice of Shareholders’ general
meeting shall be sent or
otherwise made available to the
holders of H Shares by
electronic means, or by
publication on the Company’s
website and the website of the
Hong Kong Stock Exchange.
After the publication of notice,
subject to fulfillment of the
conditions of laws,
administrative regulations, the
Hong Kong Listing Rules and
these articles of association, all
holders of H Shares shall be
deemed to have received the
notice of the relevant
Shareholders’ general meeting.
~~(Article 57 of the Essential~~
~~Clauses)~~
121 Article 69The accidental omission to
give notice of a meeting to, or the
failure to receive the notice of a
meeting by, any person entitled to
receive notice shall not invalidate the
proceedings at that meeting.
(Article 58 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
122 Addition SECTION 5 HOLDING OF
SHAREHOLDERS’ GENERAL		 SECTION 5 HOLDING OF
SHAREHOLDERS’ GENERAL
MEETING
MEETING

– I-51 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

123 Addition Article 76
directors		 The board of
and other conveners of		 Article 76The board of directors and
other conveners of the Company shall
take necessary measures to ensure the
normal order of the Shareholders’
general meeting. Measures will be taken
to stop acts that interfere with the
Shareholders’ general meeting, provoke
troubles and infringe the legitimate
rights and interests of shareholders, and
report to relevant authorities for
investigation and punishment in a timely
manner.		 Article 59 of the
Guidelines for
Articles of
Association
the Company shall take
necessary measures to ensure
the normal order of the
Shareholders’ general meeting.
Measures will be taken to stop
acts that interfere with the
Shareholders’ general meeting,
provoke troubles and infringe
the legitimate rights and
interests of shareholders, and
report to relevant authorities
for investigation and
punishment in a timely manner.
124 Addition Article 77
ordinary		 All holders of
shares whose names
the register of
of the Company on the		 Article 77All holders of ordinary shares
whose names appear on the register of
members of the Company on the record
date or their proxies shall be entitled to
attend the Shareholders’ general
meeting, and exercise their voting rights
in accordance with the relevant laws,
regulations and these articles of
association.
Shareholders may attend the
Shareholders’ general meeting in person
or appoint a proxy to attend and vote on
their behalf.		 Article 60 of the
Guidelines for
Articles of
Association

appear on

members

record da

shall be e
Sharehold
and exerc

in accord

articles of
Sharehold

Sharehold
in person

attend an
125 Addition Article 78
sharehold		 Article 78An individual shareholder
attending a Shareholders’ general
meeting in person shall present his/her
identity card or other effective document
or proof of identity, stock account card;
a proxy attending a Shareholders’
general meeting on behalf of a
shareholder shall present his/her valid
identity card and power of attorney of
the shareholder.
A corporate shareholder shall attend the
meeting by its legal representative or a
proxy appointed by the legal
representative. The legal representative
attending the meeting shall present his/
her identity card and valid certificate
evidencing his/her capacity as a legal
representative; if a proxy is appointed to
attend the meeting, the proxy shall
present his/her identity card and a
written power of attorney duly issued by
the legal representative of the corporate
shareholder.		 Article 61 of the
Guidelines for
Articles of
Association

Sharehold
in person

identity c

document

stock acco

attending

the proxy shall present his/her
identity card and a written
power of attorney duly issued
by the legal representative of
the corporate shareholder.

– I-52 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

126 Article 70Any shareholder entitled
to attend and vote at a Shareholders’
general meeting of the Company shall
be entitled to appoint one or more
other persons (whether a shareholder
or not) as his or her proxies to attend
and vote on his or her behalf. If a
shareholder is a legal person, it may
appoint a proxy to attend and vote at
the general meeting of the Company.
If the legal person does so, it should
be regarded as attendance in person.
The legal person shareholder shall
sign a document for its duly
authorized proxy. A proxy so
appointed shall be entitled to exercise
the following rights pursuant to the
authorization from that shareholder:
(1) the shareholder’s right to speak at
the meeting;
(2) the right to demand or join in
demanding a poll;
(3) the right to vote by hand or on a
poll, but proxies of a shareholder who
has appointed more than one proxy
may only vote on a poll. If any
shareholder is, under the Rules
Governing the Listing of Securities
on The Stock Exchange of Hong
Kong Limited, required to abstain
from voting on any particular
resolution or restricted to voting only
for or only against any particular
resolution, any votes cast by or on
behalf of such shareholder in
contravention of such requirement or
restriction shall not be counted
towards the voting results.
Where a shareholder is a recognized
clearing house (or its agent), it may
authorize one or more persons that it
deems suitable to attend on its behalf
any shareholders’ general meeting
and creditors’ meeting. However, if
more than one person is authorized,
the power of attorney shall specify
the number and class of shares
involved in the appointment of each
such person and the power of attorney
shall be executed by a person
authorized by the recognized clearing
house. The person(s) so authorized
can represent the recognized clearing
house (or its agent) to exercise its
right and enjoy the same legal rights
as other shareholders, including the
rights to speak and vote.
(Article 59 of the Essential Clauses)		 Article 79~~70~~
Any shareholder
entitled to attend and vote at a
Shareholders’ general meeting of
the Company shall be entitled to
appoint one or more other persons
(whether a shareholder or not) as
his or her proxies to attend and
vote on his or her behalf. If a
shareholder is a legal person, it
may appoint a proxy to attend and
vote at the general meeting of the
Company. If the legal person does
so, it should be regarded as
attendance in person. The legal
person shareholder shall sign a
document for its duly authorized
proxy. A proxy so appointed shall
be entitled to exercise the
following rights pursuant to the
authorization from that
shareholder:
(1) the shareholder’s right to
speak at the meeting;
(2) the right to demand or join in
demanding a poll;
(3) the right to vote by hand or on
a poll, but proxies of a
shareholder who has appointed
more than one proxy may only
vote on a poll. If any shareholder
is, under theHong Kong Listing
Rules
~~Rules Governing the Listing~~
~~of Securities on The Stock~~
~~Exchange of Hong Kong Limited~~
,
required to abstain from voting on
any particular resolution or
restricted to voting only for or
only against any particular
resolution, any votes cast by or on
behalf of such shareholder in
contravention of such requirement
or restriction shall not be counted
towards the voting results.
Where a shareholder is a
recognized clearing house (or its
agent), it may authorize one or
more persons that it deems
suitable to attend on its behalf any
shareholders’ general meeting and
creditors’ meeting. However, if
more than one person is
authorized, the power of attorney
shall specify the number and class
of shares involved in the
appointment of each such person
and the power of attorney shall be
executed by a person authorized
by the recognized clearing house.
The person(s) so authorized can
represent the recognized clearing
house (or its agent) to exercise its
right and enjoy the same legal
rights as other shareholders,
including the rights to speak and
vote.
~~(Article 59 of the Essential~~
~~Clauses)~~		 Article 79Any shareholder entitled to
attend and vote at a Shareholders’
general meeting of the Company shall be
entitled to appoint one or more other
persons (whether a shareholder or not)
as his or her proxies to attend and vote
on his or her behalf. If a shareholder is a
legal person, it may appoint a proxy to
attend and vote at the general meeting of
the Company. If the legal person does
so, it should be regarded as attendance
in person. The legal person shareholder
shall sign a document for its duly
authorized proxy. A proxy so appointed
shall be entitled to exercise the following
rights pursuant to the authorization from
that shareholder:
(1) the shareholder’s right to speak at the
meeting;
(2) the right to demand or join in
demanding a poll;
(3) the right to vote by hand or on a poll,
but proxies of a shareholder who has
appointed more than one proxy may only
vote on a poll. If any shareholder is,
under the Hong Kong Listing Rules,
required to abstain from voting on any
particular resolution or restricted to
voting only for or only against any
particular resolution, any votes cast by
or on behalf of such shareholder in
contravention of such requirement or
restriction shall not be counted towards
the voting results.
Where a shareholder is a recognized
clearing house (or its agent), it may
authorize one or more persons that it
deems suitable to attend on its behalf
any shareholders’ general meeting and
creditors’ meeting. However, if more
than one person is authorized, the power
of attorney shall specify the number and
class of shares involved in the
appointment of each such person and the
power of attorney shall be executed by a
person authorized by the recognized
clearing house. The person(s) so
authorized can represent the recognized
clearing house (or its agent) to exercise
its right and enjoy the same legal rights
as other shareholders, including the
rights to speak and vote.

– I-53 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

127 Article 71The instrument appointing
a proxy shall be in writing under the
hand of the appointor or his attorney
duly authorized in writing, or if the
appointor is a legal entity, either
under seal or under the hand of a
director or attorney duly authorized.
(Article 60 of the Essential Clauses)		 Article 80~~71~~
The instrument
appointing a proxy shall be in
writing under the hand of the
appointor or his attorney duly
authorized in writing.
The power of attorney issued by		 Article 80~~71~~
The instrument
appointing a proxy shall be in
writing under the hand of the
appointor or his attorney duly
authorized in writing.
The power of attorney issued by		 Article 80The instrument appointing a
proxy shall be in writing under the hand
of the appointor or his attorney duly
authorized in writing.
The power of attorney issued by a
shareholder to appoint a proxy to attend
a Shareholders’ general meeting shall
contain the following information:
(1) the name of the appointer and the
name of the proxy;
(2) the number of shares of the appointer
represented by the proxy;
(3) whether the proxy has the right to
vote;
(4) instructions to vote for or against or
abstain from voting on each matter to be
considered at the Shareholders’ general
meeting;
(5) whether the proxy has the right to
vote on the ex tempore proposal that
may be included in the agenda of the
Shareholders’ general meeting, and
specific instruction of voting if voting
power is granted;
(6) date and validity period of the power
of attorney;
(7) signature (or seal) of the appointer.
If the appointer is a legal person
shareholder, it shall be affixed with the
seal of the legal person unit or signed by
its director or a duly appointed attorney.		 Article 62 of the
Guidelines for
Articles of
Association

a shareholder to appoint a
proxy to attend a Shareholders’

general meeting shall contain
the following information:
(1) the name of the appointer
and the name of the proxy;
(2) the number of shares of the
appointer represented by the
proxy;
(3) whether the proxy has the
right to vote;
(4) instructions to vote for or
against or abstain from voting
on each matter to be considered
at the Shareholders’ general
meeting;
(5) whether the proxy has the
right to vote on the ex tempore
proposal that may be included
in the agenda of the
Shareholders’ general meeting,
and specific instruction of
voting if voting power is
granted;
(6) date and validity period of
the power of attorney;
(7) signature (or seal) of the
appointer.If the appointer is a
legal person shareholder, it shall
be affixed with the seal of the
legal person unit or signed by its
director or a duly appointed
attorney.
~~(Article 60 of the Essential~~
~~Clauses)~~

legal perso

be affixed
legal perso

director or

attorney.
~~Ail 6~~
~~(rtce~~
~~Clauses)~~
128 Addition Article 81
attorney s		 The power of
hall specify whether
may vote as he/she
in the absence of
structions from the
er.		 Article 81The power of attorney shall
specify whether the proxy may vote as
he/she thinks fit in the absence of
specific instructions from the
shareholder.		 Article 63 of the
Guidelines for
Articles of
Association

the proxy

thinks fit
specific in

sharehold

– I-54 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

129 Article 72The instrument appointing
a voting proxy and, if such instrument
is signed by a person under a power
of attorney or other authority on
behalf of the appointor, a notarial
certified copy of that power of
attorney or other authority shall be
deposited at the residence of the
Company or at such other place as is
specified for that purpose in the
notice convening the meeting, not less
than twenty-four
(24) hours before the time for holding
the meeting at which the proxy
propose to vote or the time appointed
for the passing of the resolution.
If the appointor is a legal person, its
legal representative or such person as
is authorized by resolution of its
board of directors or other governing
body may attend at any meeting of
shareholders of the Company as a
representative of the appointor.
(Article 61 of the Essential Clauses)		 Article 82~~72~~
~~ii~~		 Article 82If a proxy form is signed by a
person under a power of attorney or
other authority on behalf of the
appointor, a notarial certified copy of
that power of attorney or other authority
together with the proxy form shall be
deposited at the residence of the
Company or at such other place as is
specified for that purpose in the notice
convening the meeting.
If the appointor is a legal person, its
legal representative or such person as is
authorized by resolution of its board of
directors or other governing body may
attend at any meeting of shareholders of
the Company as a representative of the
appointor.		 Article 64 of the
Guidelines for
Articles of
Association
~~appontng a~~
~~h i~~
130 Article 73Any form issued to a
shareholder by the directors for use
by him for appointing a proxy to
attend and vote at meetings of the
Company shall be such as to enable
the shareholder, according to his free
will, to instruct the proxy to vote in
favor of or against the motions, such
instructions being given in respect of
each individual matter to be voted on
at the meeting. Such a form shall
contain a statement that in the absence
of instructions by the shareholder the
proxy may vote as he thinks fit.
(Article 62 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
131 Article 74A vote given in accordance
with the terms of an instrument of
proxy shall be valid notwithstanding
the death or loss of capacity of the
appointor or revocation of the proxy
or of the authority under which the
proxy was executed, or the transfer of
the shares in respect of which the
proxy is given, provided that no
notice in writing of such death,
insanity, revocation or transfer as
aforesaid shall have been received by
the Company at its residence before
the commencement of the meeting at
which the proxy is used.
(Article 63 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.

– I-55 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

132 Article 75A proxy who attends a
Shareholders’ general meeting on
behalf of a shareholder shall present
his identification document. If a
shareholder who is a legal person
appoints its legal representative to
attend the meeting, the legal
representative shall present his own
identification document and a notarial
certified copy of the resolution of the
board of directors or other
governing body of the appointor or
letter of authorization.		 Deletion Rearrangement of
article order
133 Addition Article 83The Company shall
be responsible for compiling the		 Article 83The Company shall be
responsible for compiling the attendee
register which shall include, among
others, the name of attendee (or name of
relevant unit), ID number, domicile, the
number of voting shares that he/she
holds or represents, and name of the
person (or name of relevant unit) who
attends the meeting by proxy.		 Article 65 of the
Guidelines for
Articles of
Association

attendee register which shall
include, among others, the name

of attendee (or name of relevant

unit), ID number, domicile, the
number of voting shares that he/

she holds or represents, and
name of the person (or name of
relevant unit) who attends the
meeting by proxy.
134 Addition Article 84
verify the		 Article 84The convener shall verify the
legitimate qualification of shareholders
in accordance with the register of
shareholders provided by the securities
registration and clearing companies, and
shall register the name of shareholders
and the number of voting shares each of
them holds. The registration shall end
before the chairperson of the meeting
announces the number of shareholders
and proxies attending the meeting and
the total number of voting shares they
hold.		 Article 66 of the
Guidelines for
Articles of
Association

register th

sharehold
voting sha res each of them
e registration shall end

holds. Th

before the
chairperson of the
nnounces the number
olders and proxies
the meeting and the
ber of voting shares

meeting a

of shareh

attending

total num

they hold.
135 Addition Article 85
Sharehold		 Article 85When the Shareholders’
general meeting is being held, all
directors, supervisors and secretary of
the board of directors of the Company
shall be present at the meeting, and the
general manager and other senior
administrative officers shall also attend
the meeting without the voting rights.		 Article 67 of the
Guidelines for
Articles of
Association

board of directors of the
Company shall be present at the

meeting, and the general
manager and other senior
administrative officers shall also
attend the meeting without the
voting rights.

– I-56 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

136 Addition Article 86The Shareholders’
general meeting shall be chaired		 Article 86The Shareholders’ general
meeting shall be chaired by the chairman
of the Board. Where the chairman is
incapable of performing or not
performing his duties, the vice chairman
(where the Company has two or more
vice chairmen, the vice chairman jointly
elected by more than half of the directors
shall preside) shall preside over the
meeting; where the vice chairman is
incapable of performing or not
performing his duties, a director jointly
elected by more than half of the directors
shall preside over the meeting.
The Shareholders’ general meeting
convened by the supervisory committee
shall be presided over by the chairman
of the supervisory committee. Where the
chairman of the supervisory committee
is incapable of performing or not
performing his/her duties, a supervisor
jointly elected by more than half of the
supervisors shall preside over the
meeting.
A Shareholders’ general meeting
convened by the shareholders themselves
shall be presided over by a
representative elected by the convener.
When a Shareholders’ general meeting is
held and the chairman of the meeting
violates the rules of procedures such that
the Shareholders’ general meeting may
not proceed further, with the consent of
more than half of the shareholders with
voting rights present at the meeting, the
Shareholders’ general meeting may elect
a person to be the chairman of the
meeting and continue the meeting.		 Article 68 of the
Guidelines for
Articles of
Association

by the chairman of the Board.
Where the chairman is
incapable of performing or not
performing his duties, the vice
chairman (where the Company
has two or more vice chairmen,
the vice chairman jointly elected

by more than half of the
directors shall preside) shall
preside over the meeting; where

the vice chairman is incapable
of performing or not performing

his duties, a director jointly
elected by more than half of the

directors shall preside over the
meeting.
The Shareholders’ general
meeting convened by the
supervisory committee shall be
presided over by the chairman
of the supervisory committee.
Where the chairman of the
supervisory committee is
incapable of performing or not
performing his/her duties, a
supervisor jointly elected by
more than half of the
supervisors shall preside over
the meeting.
A Shareholders’ general
meeting convened by the
shareholders themselves shall be
presided over by a
representative elected by the
convener.
When a Shareholders’ general
meeting is held and the
chairman of the meeting violates

the rules of procedures such
that the Shareholders’ general
meeting may not proceed
further, with the consent of
more than half of the
shareholders with voting rights
present at the meeting, the
Shareholders’ general meeting
may elect a person to be the
chairman of the meeting and
continue the meeting.

– I-57 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

137 Addition Article 87
formulate		 The Company shall
the procedural rules
reholders’ general
hich shall set out in
procedures of
n and voting in respect		 Article 87The Company shall formulate
the procedural rules of the Shareholders’
general meeting which shall set out in
detail the procedures of convention and
voting in respect of the Shareholders’
general meeting (including notices,
registration, consideration and approval
for proposals, voting, vote counting,
announcement on voting results,
formation of the resolution of the
meeting, meeting minutes and signing,
announcements and other matters) and
the principles of authorization granted to
the board of directors at the
Shareholders’ general meeting. The
scope of authorization shall be specified
in details. The procedural rules of the
Shareholders’ general meeting shall be
prepared by the board of directors,
approved at the Shareholders’ general
meeting and attached to the articles of
association as an appendix.		 Article 69 of the
Guidelines for
Articles of
Association

of the Sha
meeting w

detail the

conventio

of the Sha

voting results, formation of the
resolution of the meeting,
meeting minutes and signing,
announcements and other
matters) and the principles of
authorization granted to the
board of directors at the
Shareholders’ general meeting.
The scope of authorization shall

be specified in details. The
procedural rules of the
Shareholders’ general meeting
shall be prepared by the board
of directors, approved at the
Shareholders’ general meeting
and attached to the articles of
association as an appendix.

Sharehold
and attac
associatio
138 Addition Article 88
meeting, t		 In the annual general Article 88In the annual general meeting,
the board of directors and supervisory
committee shall report to the
shareholders on their respective work
over the past year. Each independent
non-executive directors shall also report
their duties accordingly.		 Article 70 of the
Guidelines for
Articles of
Association

report to the shareholders on
their respective work over the
past year. Each independent
non-executive directors shall
also report their duties
accordingly.
139 Addition Article 89
and senio		 Directors, supervisors Article 89Directors, supervisors and
senior administrative officers shall
provide explanations on the inquiries
and suggestions made by shareholders at
the Shareholders’ general meeting.		 Article 71 of the
Guidelines for
Articles of
Association
officers sh

sharehold
Sharehold
140 Addition Article 90Prior to voting, the
chairperson of the
Shareholders’ general meeting
shall announce the number of
shareholders and proxies
present and the total number of		 Article 90Prior to voting, the
chairperson of the Shareholders’ general
meeting shall announce the number of
shareholders and proxies present and the
total number of voting shares held by
them. The number of shareholders and
proxies present and the total number of
voting shares held by them shall be
subject to the registration of the meeting.		 Article 72 of the
Guidelines for
Articles of
Association

voting shares held by them. The

number of shareholders and
proxies present and the total
number of voting shares held by

them shall be subject to the
registration of the meeting.

– I-58 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

141 Addition Article 91
Sharehold		 Article 91Minutes of Shareholders’
general meetings shall be recorded by
the secretary of the board of directors.
The minutes shall contain the following
items:
(1) the date, place and agenda of the
meeting, and the name of the convener;
(2) the name of the chairperson of the
meeting, and the names of directors,
supervisors, general managers and other
senior administrative officers of the
Company present or in attendance at the
meeting;
(3) the number of shareholders and
proxies attending the meeting, the total
number of their voting shares and their
respective proportions to the total
number of shares of the Company;
(4) the proceeding of examination of
each proposal, summary of the points
discussed and results of voting;
(5) questions and proposals put forward
by shareholders and the answers or
explanation thereof;
(6) names of vote-counters and
scrutineers;
(7) such other matters as shall be
recorded in the minutes of meetings
pursuant to these articles of association.		 Article 73 of the
Guidelines for
Articles of
Association
shall be r

secretary

directors.
The minu
following

the meeting, and the name of
the convener;
(2) the name of the chairperson
of the meeting, and the names of

directors, supervisors, general
managers and other senior
administrative officers of the
Company present or in
attendance at the meeting;
(3) the number of shareholders
and proxies attending the
meeting, the total number of
their voting shares and their
respective proportions to the
total number of shares of the
Company;
(4) the proceeding of
examination of each proposal,
summary of the points discussed

and results of voting;
(5) questions and proposals put
forward by shareholders and
the answers or explanation
thereof;
(6) names of vote-counters and
scrutineers;
(7) such other matters as shall
be recorded in the minutes of
meetings pursuant to these
articles of association.

articles of
142 Addition Article 92
ensure th		 Article 92The convener shall ensure
that the minutes are true, accurate and
complete. The attending directors,
supervisors, secretary of the board of
directors, convener or his/her
representative and the chairman of the
meeting shall sign on the minutes of the
meeting. The minutes of the meeting
shall be kept together with the signature
book of the attending shareholders, the
power of attorney of the proxies and the
valid information of voting via internet
or by other means. The period of
maintaining such records shall be not
less than ten years.		 Article 74 of the
Guidelines for
Articles of
Association
true, accu

and the valid information of
voting via internet or by other
means. The period of
maintaining such records shall
be not less than ten years.

– I-59 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

143 Addition Article 93
ensure th		 Article 93
ensure th		 Article 93The convener shall ensure
that the Shareholders’ general meeting is
conducted continuously until final
resolutions are made. If the
Shareholders’ general meeting is
suspended or no resolution can be made
due to force majeure or other special
reasons, necessary measures shall be
taken to resume the Shareholders’
general meeting as soon as possible or
terminate the Shareholders’ general
meeting directly, and an announcement
shall be made in a timely manner.		 Article 75 of the
Guidelines for
Articles of
Association
144 Addition SECTION 6 VOTING AND
RESOLUTION AT
SHAREHOLDERS’ GENERAL		 SECTION 6 VOTING AND
RESOLUTION AT
SHAREHOLDERS’ GENERAL
MEETING
MEETING
145 Article 76Resolutions of
Shareholders’ general meetings shall
be divided into ordinary resolutions
and special resolutions.
To adopt an ordinary resolution, votes
representing a majority of the voting
rights represented by the shareholders
(including proxies) present at the
meeting must be exercised in favor of
the resolution in order for it to be
passed.
To adopt a special resolution, votes
representing more than two-thirds of
the voting rights represented by the
shareholders (including proxies)
present at the meeting must be
exercised in favor of the resolution in
order for it to be passed.
Shareholders (including their proxies)
present at the meeting when voting on
any resolution shall clearly express
whether they are voting for or against
each of the matters to be voted. Any
wavier of or abstention from voting
shall not be counted in the voting
result by the Company in relation to
the relevant matters.
(Article 64 of the Essential Clauses)		 Article 94~~76~~
Resolutions of
Shareholders’ general meetings
shall be divided into ordinary
resolutions and special
resolutions.
To adopt an ordinary resolution,
votes representingmore than
half
~~a majority~~
of the voting
rights represented by the
shareholders (including proxies)
present at the meeting must be
exercised in favor of the
resolution in order for it to be
passed.
To adopt a special resolution,
votes representing more than
two-thirds of the voting rights
represented by the shareholders
(including proxies) present at the
meeting must be exercised in
favor of the resolution in order for
it to be passed.
~~Shareholders (including their~~
~~proxies) present at the meeting~~
~~when voting on any resolution~~
~~hll ll hh h~~		 Article 94Resolutions of Shareholders’
general meetings shall be divided into
ordinary resolutions and special
resolutions.
To adopt an ordinary resolution, votes
representing more than half of the voting
rights represented by the shareholders
(including proxies) present at the
meeting must be exercised in favor of
the resolution in order for it to be passed.
To adopt a special resolution, votes
representing more than two-thirds of the
voting rights represented by the
shareholders (including proxies) present
at the meeting must be exercised in favor
of the resolution in order for it to be
passed.		 Article 76 of the
Guidelines for
Articles of
Association
~~proxes) present~~
~~h i~~
~~wen votng on~~
~~hll ll~~
~~sa ceary exp~~
~~i f~~		 ~~ess weter tey~~
~~against each of~~
~~voted. Any~~
~~ention from~~
~~be counted in the~~
~~he Company in~~
~~levant matters.~~
~~Essential~~
~~are votng or or~~
~~h b~~
~~te matters to e~~
~~i f b~~
~~waver o or ast~~
~~i hll~~
~~votng sa not~~
~~i l b~~
~~votng resut y~~
~~li h~~
~~reaton to te re~~
~~Ail 64 f h~~
~~(rtce o t~~
~~Clauses)~~
146 Article 77A shareholder (including
proxy), when voting at a
Shareholders’ general meeting, may
exercise voting rights in accordance
with the number of shares carrying
the right to vote and each share shall
have one vote.
(Article 65 of the Essential Clauses)		 Article 95~~77~~
A s
(including proxy
~~hhld’~~		 hareholder
~~h i~~		 Article 95A shareholder (including
proxy) may exercise voting rights in
accordance with the number of shares
carrying the right to vote and each share
shall have one vote.		 Article 79 of the
Guidelines for
Articles of
Association

– I-60 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

147 Article 78At any general meeting of
shareholders, a resolution shall be
decided on a show of hands unless a
poll is (before or after any vote by
show of hands) demanded:
(1) by the chairman of the meeting;
(2) by at least two shareholders
entitled to vote present in person or
by proxy;
(3) by one or more shareholders
present in person or by proxy and
representing 10 per cent or more of
all shares carrying the right to vote at
the meeting.
Unless a poll be so demanded, a
declaration by the chairman that a
resolution has on a show of hands
been carried unanimously, or carried
by a particular majority, or lost, and
an entry to that effect in the minutes
of the meeting shall be conclusive
evidence of the fact without proof of
the number or proportion of the votes
recorded in favor of or against such
resolution.
The demand for a poll may be
withdrawn by the person who makes
such demand.
(Article 66 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
148 Article 79A poll demanded on the
election of the chairman of the
meeting, or on a question of
adjournment of the meeting, shall be
taken forthwith. A poll demanded on
any other question, shall be taken at
such time as the chairman of the
meeting directs, and any business
other than that upon which a poll has
been demanded may be proceeded
with, pending the taking of the poll.
The result of the poll shall be deemed
to be a resolution of the meeting at
which the poll was demanded.
(Article 67 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
149 Article 80On a poll taken at a
meeting, a shareholder (including
proxy) entitled to two or more votes
need not cast all his votes in the same
way.
(Article 68 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
150 Article 81In the case of an equality
of votes, whether on a show of hands
or on a poll, the chairman of the
meeting at which the show of hands
takes place or at which the poll is
demanded shall be entitled to one
additional vote.
(Article 69 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.

– I-61 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

151 Article 82The following matters
shall be resolved by an ordinary
resolution at a Shareholders’ general
meeting:
(1) work reports of the board of
directors and the supervisory
committee;
(2) plans formulated by the board of
directors for distribution of profits
and for making up losses;
(3) removal of the members of the
board of directors and members of the
supervisory committee, their
remuneration and method of payment;
(4) annual preliminary and final
budgets, balance sheets and profit and
loss accounts and other financial
statements of the Company;
(5) matters other than those required
by the laws and administrative
regulations or by these articles of
association to be adopted by special
resolutions.
(Article 70 of the Essential Clauses)		 Article 96~~82~~
The following
matters shall be resolved by an
ordinary resolution at a
Shareholders’ general meeting:
(1) work reports of the board of
directors and the supervisory
committee;
(2) plans formulated by the board
of directors for distribution of
profits and for making up losses;
(3)appointment or
removal of
the members of the board of
directors and members of the
supervisory committee, their
remuneration and method of
payment;
(4) annual preliminary and final
budgets~~, balance sheets and profit~~
~~and loss accounts and other~~
~~financial statements~~
of the
Company;
(5)annual reports of the
Company;
(6)
matters other than those
required by the laws,
administrative regulations andthe
Hong Kong Listing Rules,
or by
these articles of association to be
adopted by special resolutions.
~~(Article 70 of the Essential~~
~~Clauses)~~		 Article 96~~82~~
The following
matters shall be resolved by an
ordinary resolution at a
Shareholders’ general meeting:
(1) work reports of the board of
directors and the supervisory
committee;
(2) plans formulated by the board
of directors for distribution of
profits and for making up losses;
(3)appointment or
removal of
the members of the board of
directors and members of the
supervisory committee, their
remuneration and method of
payment;
(4) annual preliminary and final
budgets~~, balance sheets and profit~~
~~and loss accounts and other~~
~~financial statements~~
of the
Company;
(5)annual reports of the
Company;
(6)
matters other than those
required by the laws,
administrative regulations andthe
Hong Kong Listing Rules,
or by
these articles of association to be
adopted by special resolutions.
~~(Article 70 of the Essential~~
~~Clauses)~~		 Article 96The following matters shall
be resolved by an ordinary resolution at
a Shareholders’ general meeting:
(1) work reports of the board of directors
and the supervisory committee;
(2) plans formulated by the board of
directors for distribution of profits and
for making up losses;
(3) appointment or removal of the
members of the board of directors and
members of the supervisory committee,
their remuneration and method of
payment;
(4) annual preliminary and final budgets
of the Company;
(5) annual reports of the Company;
(6) matters other than those required by
the laws, administrative regulations and
the Hong Kong Listing Rules, or by
these articles of association to be
adopted by special resolutions.		 Article 77 of the
Guidelines for
Articles of
Association

these articl
adopted by
~~Ail~~
~~(rtce 70~~
~~Clauses)~~
152 Article 83The following matters
shall be resolved by a special
resolution at a shareholders’ general
meeting:
(1) the increase or reduction in share
capital and the issue of shares of any
class, warrants and other similar
securities;
(2) the issue of debentures of the
Company;
(3) the division, merger, dissolution
and liquidation of the Company;
(4) amendments to these articles of
association;
(5) any other matters considered by
the Shareholders’ general meeting,
resolved by way of an ordinary
resolution, to be of a nature which
may have a material impact on the
Company and should be adopted by a
special resolution.
(Article 71 of the Essential Clauses)		 Article 97
matters sha
special res
shareholde
(1) the incr
registered		 Article 97The following matters shall
be resolved by a special resolution at a
shareholders’ general meeting:
(1) the increase or reduction in registered
capital of the Company;
(2) the division, spin-off, merger,
dissolution and liquidation of the
Company;
(3) amendments to these articles of
association;
(4) the acquisition or disposal of
substantial assets, or provision of a
guarantee within one year, involving an
amount exceeding 30% of the latest
audited total assets of the Company for
the most recent period
(5) share incentive scheme;
(6) any other matters required by the
laws, administrative regulations and the
Hong Kong Listing Rules or by these
articles of association to be considered
by the Shareholders’ general meeting,
resolved by way of an ordinary
resolution, to be of a nature which may
have a material impact on the Company
and should be adopted by a special
resolution.		 Article 78 of the
Guidelines for
Articles of
Association

Company;

~~h~~
~~sare~~
~~i f h~~
~~ssue o s~~
 ~~res o~~
~~d h~~
~~warrants a~~
~~ii~~

substantial assets, or provision
of a guarantee within one year,
involving an amount exceeding
30% of the latest audited total
assets of the Company for the
most recent period;
(5) share incentive scheme;
(6)
any other mattersrequired by
the laws, administrative
regulations and the Hong Kong
Listing Rules or by these
articles of association to be
considered by the Shareholders’
general meeting, resolved by way
of an ordinary resolution, to be of
a nature which may have a
material impact on the Company
and should be adopted by a
special resolution.
~~(Article 71 of the Essential~~
~~Clauses)~~

– I-62 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

153 Addition Article 98When material
matters affecting the interests of		 Article 98When material
matters affecting the interests of		 Article 98When material matters
affecting the interests of small and
medium investors are considered at the
Shareholders’ general meeting, the votes
of small and medium investors shall be
counted separately. The result of
separate vote counting shall be publicly
disclosed in a timely manner.
Shares held by the Company do not
carry voting rights, and shall not be
counted in the total number of voting
shares represented by shareholders
present at a Shareholders’ general
meeting.
If a shareholder purchases the
Company’s voting shares in violation of
the provisions of paragraphs 1 and 2 of
Article 63 of the Securities Law, such
shares in excess of the prescribed
proportion shall not exercise the voting
rights within 36 months after purchase,
and shall not be counted in the total
number of voting shares present at the
Shareholders’ general meeting.
The Company’s board of directors,
independent non-executive directors,
shareholders holding more than 1% of
the voting shares or investor protection
institutions established in accordance
with laws, administrative regulations or
the provisions of the CSRC may publicly
solicit voting rights from shareholders.
Information such as specific voting
intentions shall be fully disclosed to the
shareholders from whom voting rights
are being solicited. Consideration or de
facto consideration for soliciting
shareholders’ voting rights is prohibited.
Except for statutory conditions, the
Company shall not impose any minimum
shareholding restriction on the
solicitation of voting rights.		 Article 79 of the
Guidelines for
Articles of
Association

small and medium investors are
considered at the Shareholders’
general meeting, the votes of
small and medium investors
shall be counted separately. The

result of separate vote counting
shall be publicly disclosed in a
timely manner.
Shares held by the Company do

not carry voting rights, and
shall not be counted in the total
number of voting shares
represented by shareholders
present at a Shareholders’
general meeting.
If a shareholder purchases the
Company’s voting shares in
violation of the provisions of
paragraphs 1 and 2 of Article 63

of the Securities Law, such
shares in excess of the
prescribed proportion shall not
exercise the voting rights within

36 months after purchase, and
shall not be counted in the total
number of voting shares present

at the Shareholders’ general
meeting.
The Company’s board of
directors, independent non-
executive directors,
shareholders holding more than

1% of the voting shares or
investor protection institutions
established in accordance with
laws, administrative regulations

or the provisions of the CSRC
may publicly solicit voting
rights from shareholders.
Information such as specific
voting intentions shall be fully
disclosed to the shareholders
from whom voting rights are
being solicited. Consideration or

de facto consideration for
soliciting shareholders’ voting
rights is prohibited. Except for
statutory conditions, the
Company shall not impose any
minimum shareholding
restriction on the solicitation of
voting rights.
154 Addition Article 99
transactio		 When a connected
n is considered at a
ers’ general meeting,
cted shareholders shall		 Article 99When a connected transaction
is considered at a Shareholders’ general
meeting, the connected shareholders
shall abstain from voting, and the
number of voting shares represented by
them shall not be counted in the total
number of valid votes. The
announcement of the resolutions of the
Shareholders’ general meeting shall fully
disclose the voting of non-connected
shareholders.		 Article 80 of the
Guidelines for
Articles of
Association
Sharehold
the conne
abstain fr

number o
of the Shareholders’ general
meeting shall fully disclose the
voting of non-connected
shareholders.

– I-63 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

155 Addition Article 100
for directo		 Article 100The list of candidates for
directors and supervisors assumed by
non-representatives of the employees
shall be submitted to the Shareholders’
general meeting for voting by way of
proposal.
When the Shareholders’ general meeting
votes on the election of directors and
supervisors, a cumulative voting system
may be adopted in accordance with the
provisions of these articles of association
or the resolutions of the Shareholders’
general meeting.
The cumulative voting system referred
to in the preceding paragraph refers to
that, when the Shareholders’ general
meeting elects directors or supervisors,
each share shall have the same number
of voting rights as the number of
directors or supervisors to be elected,
and shareholders may consolidate their
voting rights. The board of directors
shall announce to the shareholders the
biographies and basic information of the
candidates for directors and supervisors.
The implementation rules of the
cumulative voting system are as follows:
(1) where a cumulative voting system is
used to elect directors and supervisors,
candidates for independent non-
executive directors, non-independent
non-executive directors and supervisors
shall be divided into different groups of
proposals for voting at the Shareholders’
general meeting;
(2) shareholders attending the
Shareholders’ general meeting shall have
the same number of votes as the number
of directors or supervisors to be elected
under each group of proposals for each
share held for proposals adopting the
cumulative voting system;
(3) the number of votes held by
shareholders can be cumulatively cast
for one candidate or several candidates.
Shareholders should vote up to the
number of votes for each group of
proposals. In the event that the number
of votes cast by the shareholder exceeds
the number of the votes he/she holds, or
the shareholder casts votes in a number
exceeding the number of candidates in
the competitive election, the vote on
such proposal shall be deemed invalid;
(4) upon completion of voting, the votes
will be counted cumulatively in respect
of each proposal.		 Article 82 of the
Guidelines for
Articles of
Association

the same number of voting rights
as the number of directors or
supervisors to be elected, and
shareholders may consolidate
their voting rights. The board of
directors shall announce to the
shareholders the biographies and

basic information of the
candidates for directors and
supervisors.
The implementation rules of the
cumulative voting system are as
follows:
(1) where a cumulative voting
system is used to elect directors
and supervisors, candidates for
independent non-executive
directors, non-independent
non-executive directors and
supervisors shall be divided into
different groups of proposals for
voting at the Shareholders’
general meeting;
(2) shareholders attending the
Shareholders’ general meeting
shall have the same number of
votes as the number of directors
or supervisors to be elected under

each group of proposals for each
share held for proposals adopting

the cumulative voting system;
(3) the number of votes held by
shareholders can be cumulatively

cast for one candidate or several
candidates. Shareholders should
vote up to the number of votes for

each group of proposals. In the
event that the number of votes
cast by the shareholder exceeds
the number of the votes he/she
holds, or the shareholder casts
votes in a number exceeding the
number of candidates in the
competitive election, the vote on
such proposal shall be deemed
invalid;
(4) upon completion of voting, the

votes will be counted
cumulatively in respect of each
proposal.

– I-64 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

156 Addition Article 101
cumulative		 Article 101
cumulative		 Article 101Except for the cumulative
voting system, the Shareholders’ general
meeting shall vote on all proposals one
by one. If there are different proposals
for the same matter, they shall be voted
in the chronological order of the
proposals being put forward. Unless the
Shareholders’ general meeting is
suspended or no resolution can be made
due to force majeure or other special
reasons, the Shareholders’ general
meeting shall not set aside any proposal
or refuse to vote on the proposals.		 Article 83 of the
Guidelines for
Articles of
Association

Shareholde
shall vote o

by one. If t

proposals f

they shall

no resolution can be made due
to force majeure or other special

reasons, the Shareholders’
general meeting shall not set
aside any proposal or refuse to
vote on the proposals.

vote on the
157 Addition Article 102
be made to		 No amendment shall Article 102No amendment shall be
made to a proposal when it is considered
at the Shareholders’ general meeting.
Otherwise, the relevant amendment shall
be deemed as a new proposal and shall
not be voted at the current Shareholders’
general meeting.		 Article 84 of the
Guidelines for
Articles of
Association
a proposal when it is

considered
at the Shareholders’
general meeting. Otherwise, the

relevant a
mendment shall be
a new proposal and
e voted at the current
deemed as

shall not b
Shareholde rs’ general meeting.
158 Addition Article 103 The same voting
right shall only be exercised by
one means, either through
on-site voting or via internet or
other voting methods. If the
same voting right is exercised
repeatedly, the first voting
result shall prevail.		 Article 103The same voting right shall
only be exercised by one means, either
through on-site voting or via internet or
other voting methods. If the same voting
right is exercised repeatedly, the first
voting result shall prevail.		 Article 85 of the
Guidelines for
Articles of
Association

result shall
159 Addition Article 104
Shareholde		 Voting at the
rs’ general meeting
d the names of the		 Article 104Voting at the Shareholders’
general meeting shall record the names
of the voters.		 Article 86 of the
Guidelines for
Articles of
Association
shall recor
voters.
160 Addition Article 105
Shareholde		 Article 105Before the Shareholders’
general meeting votes on proposals, two
representatives of shareholders shall be
elected to participate in vote counting
and scrutinising. Where any shareholder
is related to any matter to be considered,
the relevant shareholder and his/her
proxy shall not participate in vote
counting or scrutinising.
When the Shareholders’ general meeting
votes on proposals, the shareholders’
representatives and supervisors’
representatives shall be jointly
responsible for vote counting and
scrutinising, and shall announce the
voting results at the meeting. The voting
results of the resolutions shall be
recorded in the minutes of the meeting.
Where relevant laws, regulations and
other normative documents and the Hong
Kong Listing Rules have provisions in
respect of vote counting and scrutinizing
otherwise, such provisions shall prevail.		 Article 87 of the
Guidelines for
Articles of
Association

vote counting and scrutinising.
Where any shareholder is
related to any matter to be
considered, the relevant
shareholder and his/her proxy
shall not participate in vote
counting or scrutinising.
When the Shareholders’ general

meeting votes on proposals, the
shareholders’ representatives
and supervisors’ representatives

shall be jointly responsible for
vote counting and scrutinising,
and shall announce the voting
results at the meeting. The
voting results of the resolutions
shall be recorded in the minutes
of the meeting. Where relevant
laws, regulations and other
normative documents and the
Hong Kong Listing Rules have
provisions in respect of vote
counting and scrutinizing
otherwise, such provisions shall
prevail.

– I-65 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

161 Addition Article 106
Shareholde		 Article 106
Shareholde		 Article 106 The on-site Shareholders’
general meeting shall not end earlier
than internet or other access to the
meeting. The chairman of the meeting
shall announce the voting results of each
proposal and announce whether the
proposal is passed according to the
voting results.
Before the formal announcement of the
voting results, the Company, vote
counters, scrutineers, substantial
shareholders and other relevant parties
involved in the on-site Shareholders’
general meeting and other voting
methods shall have the obligation to
keep the voting results confidential.		 Article 88 of the
Guidelines for
Articles of
Association
shall not en
internet or
meeting. T

meeting sh

voting resu

and annou
proposal is

the voting

Before the
announcem

results, the

voting met

obligation

results con
162 Addition Article 107
attending t		 Article 107Shareholders attending the
Shareholders’ general meeting shall
express one of the following opinions on
the proposals submitted for voting: for,
against or abstain , except that the
securities registration and clearing
companies, as the nominal holder of
shares under the Mainland-Hong Kong
Stock Connect, makes a declaration
according to the intentions of the actual
holders.
Any written vote which is unfilled,
wrongly filled, unrecognizable and
uncast shall be deemed as a waiver of
their voting rights, and the voting results
representing the shares held by such
voters shall be counted as “abstentions”.		 Article 89 of the
Guidelines for
Articles of
Association

the proposals submitted for
voting: for, against or abstain
,
except that the securities
registration and clearing
institution, as the nominal
holder of shares under the
Mainland-Hong Kong Stock
Connect, makes a declaration
according to the intentions of
the actual holders.
Any written vote which is
unfilled, wrongly filled,
unrecognizable and uncast shall

be deemed as a waiver of their
voting rights, and the voting
results representing the shares
held by such voters shall be
counted as“abstentions”.

held by suc

counted as
163 Addition Article 108
the Shareh		 The resolutions of
olders’ general
all be announced in a		 Article 108The resolutions of the
Shareholders’ general meeting shall be
announced in a timely manner. The
announcement shall specify the number
of shareholders and proxies present at
the meeting, the total number of voting
shares held by them and its proportion to
the total number of voting shares of the
Company, the voting method, the voting
results of each proposal and the details
of each resolution passed.		 Article 91 of the
Guidelines for
Articles of
Association
meeting sh

timely man

announcem

number of
164 Addition Article 109
passed or a		 Article 109If a proposal is not passed or
a resolution of the previous
Shareholders’ general meeting is
changed at the current Shareholders’
general meeting, special reminders shall
be made in the announcement of the
resolutions of the Shareholders’ general
meeting.		 Article 92 of the
Guidelines for
Articles of
Association

previous S

be made in the announcement of
the resolutions of the
Shareholders’ general meeting.

– I-66 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

165 Addition Article 110
the election		 Article 110When a proposal on the
election of directors and supervisors is
passed at the Shareholders’ general
meeting, the newly appointed directors
and supervisors shall take the position
from the date on which the relevant
proposal on the election is passed at the
Shareholders’ general meeting.		 Article 93 of the
Guidelines for
Articles of
Association

the relevant proposal on the
election is passed at the
Shareholders’ general meeting.

Shareholde
166 Addition Article 111 When a proposal on
cash dividends, stock dividends
or conversion of capital common		 Article 111When a proposal on cash
dividends, stock dividends or conversion
of capital common reserve into share
capital is passed at the Shareholders’
general meeting, the Company shall
implement the specific proposal within
two months after the conclusion of the
Shareholders’ general meeting.		 Article 94 of the
Guidelines for
Articles of
Association

reserve into share capital is
passed at the Shareholders’
general meeting, the Company
shall implement the specific
proposal within two months
after the conclusion of the
Shareholders’ general meeting.
167 Article 84Shareholders requisitioning
the convening of extraordinary
general meetings of shareholders or
class meetings shall abide by the
following procedures:
(1) One or more shareholders holding
solely or in aggregate no less than 10
per cent (inclusive) of the shares
carrying the right to vote (on a one
vote per share basis) shall sign one or
more counterpart requisitions stating
the object of the meeting and
requiring the board of directors to
convene a shareholders’ extraordinary
general meeting. Such shareholders
shall also have the right to add
resolutions in the agenda of the
extraordinary general meeting of
shareholders or the class meeting of
shareholders. The board of directors
shall as soon as possible proceed to
convene the extraordinary general
meeting of shareholders or a class
meeting thereof after receiving the
requisition.
The amount of shareholdings referred
to above shall be calculated as at the
date of the deposit of the requisition.
(2) If the board of directors fails to
issue a notice of such a meeting
within thirty (30) days from the date
of the receipt of the requisition, the
requisitionists may themselves
convene such a meeting in a manner
as similar as possible as that in which
shareholders’ meetings are to be
convened by the board of directors
within four (4) months from the date
of receipt of the requisition by the
board of directors.
Any reasonable expenses incurred by
the requisitionists by reason of the
failure of the board of directors to
duly convene a meeting shall be
repaid to the requisitionists by the
Company and any sum so repaid shall
be set off against sums owed by the
Company to the directors in default.
(Article 72 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.

– I-67 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

168 Article 85The Chairman of the board
of directors shall convene and take
the chair of every Shareholder’s
general meeting. If the Chairman is
unable to attend the meeting for any
reason, the vice-chairman of the board
of directors shall convene and take
the chair of the meeting. If both the
Chairman and vice-chairman of the
board of directors are unable to attend
the meeting, then the board of
directors may designate a director to
convene and take the chair of the
meeting. If no chairman of the
meeting has been so designated,
shareholders present shall choose one
person to be the chairman of the
meeting. If for any reason, the
shareholders shall fail to elect a
chairman, then the shareholder
(including proxy) present in person or
by proxy and holding the largest
number of shares carrying the right to
vote thereat shall be the chairman of
the meeting. (Article 73 of the
Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
169 Article 86The chairman of the
meeting shall be responsible for the
determination of whether a resolution
is passed. His decision, which is final
and conclusive, shall be announced at
the meeting and recorded in the
minute book.
(Article 74 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
170 Article 87If the chairman of the
meeting has any doubt as to the result
of a resolution put to the vote of the
meeting, he may have the votes
counted. If the chairman of the
meeting fails to have the votes
counted, any shareholder who is
present in person or by proxy and
who objects to the result announced
by the chairman of the meeting may
demand that the votes be counted
immediately after the declaration of
the result, the chairman of the meeting
shall have the votes counted
immediately. (Article 75 of the
Essential Clauses)		 Article 1
convene		 12~~87~~


~~hi~~		 If the
~~man~~
of
as to th
o the v
y~~have~~
f
~~the~~
~~v~~

~~hi~~		 Article 112If the convener of the
meeting has any doubt as to the result of
a resolution put to the vote of the
meeting, he may organize the counting
of votes. If the convener of the meeting
fails to have the votes counted, any
shareholder who is present in person or
by proxy and who objects to the result
announced by the convener of the
meeting may demand that the votes be
counted immediately after the
declaration of the voting result, the
convener of the meeting shall organize
the counting of votes immediately.		 Article 90 of the
Guidelines for
Articles of
Association

ote
171 Article 88If votes are counted at a
Shareholders’ general meeting, the
result of the count shall be recorded
in the minute book. (Article 76 of the
Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
172 Article 89Minutes shall be made in
respect of all resolutions passed at a
Shareholders’ general meeting and
signed by directors present at the
meeting. The minutes, shareholders’
attendance lists and proxy forms shall
be kept at the Company’s residence.
(Article 76 of the Essential Clauses)		 Deletion

– I-68 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

173 Article 90Copies of the minutes of
proceedings of any Shareholders’
general meeting shall, during business
hours of the Company, be open for
inspection by any shareholder without
charge. If a shareholder demands
from the Company a copy of such
minutes, the Company shall send a
copy of such minutes to him within
seven (7) days after having received
reasonable charges. (Article 77 of the
Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
174 CHAPTER 9 SPECIAL
PROCEDURES FOR VOTING BY
A CLASS OF SHAREHOLDERS		 Deletion The Essential
Clauses are
repealed.
175 Article 91Those shareholders who
hold different classes of shares are
shareholders of different classes.
A class of shareholders shall, in
accordance with laws, administrative
regulations and these articles of
association, enjoy rights and bear
obligations.
Apart from the holders of other
classes of shares, the holders of the
Domestic-Invested Shares and holders
of Overseas-Listed Foreign- Invested
Shares shall be deemed to be
shareholders of different classes.
The special procedures for voting at
any meeting of a class of shareholders
shall not apply to the following
circumstances:
(1) where the Company issues, upon
the approval by special resolution of
its shareholders in general meeting,
either separately or concurrently once
every twelve months, not more than
20 per cent of each of its existing
issued Domestic-Invested Shares and
Overseas- Listed Foreign-Invested
Shares;
(2) where the Company’s plan to
issue Domestic-Invested Shares and
Overseas-Listed Foreign-Invested
Shares at the time of its establishment
is carried out within fifteen (15)
months from the date of approval of
the Securities Committee of the State
Council.
(Article 78 and 85 of the Essential
Clauses)		 Deletion The Essential
Clauses are
repealed.
176 Article 92Rights conferred on any
class of shareholders in the capacity
of shareholders (“class rights”) may
not be varied or abrogated unless
approved by a special resolution of
shareholders in general meeting and
by holders of shares of that class at a
separate meeting conducted in
accordance with Articles 91 and 95 to
97,except for the case of the
conversion of non-listed shares into
Overseas Listed foreign-Invested
Shares set out in Clause 3 and 4 of
Article 18 herein. (Article 79 of the
Essential Clauses)		 Deletion The Essential
Clauses are
repealed.

– I-69 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

177 Article 93The following
circumstances shall be deemed to be
variation or abrogation of the class
rights of a class:
(1) to increase or decrease the number
of shares of such class, or increase or
decrease the number of shares of a
class having voting or equity rights or
privileges equal or superior to those
of the shares of such class;
(2) to effect an exchange of all or part
of the shares of such class into shares
of another class or to effect an
exchange or create a right of
exchange of all or part of the shares
of another class into the shares of
such class;
(3) to remove or reduce rights to
accrued dividends or rights to
cumulative dividends attached to
shares of such class;
(4) to reduce or remove a dividend
preference or a liquidation preference
attached to shares of such class;
(5) to add, remove or reduce
conversion privileges, options, voting
rights, transfer or pre-emptive rights,
or rights to acquire securities of the
Company attached to shares of such
class;
(6) to remove or reduce rights to
receive payment payable by the
Company in particular currencies
attached to shares of such class;
(7) to create a new class of shares
having voting or equity rights or
privileges equal or superior to those
of the shares of such class;
(8) to restrict the transfer or
ownership of the shares of such class
or add to such restriction;
(9) to allot and issue rights to
subscribe for, or convert into, shares
in the Company of such class or
another class;
(10) to increase the rights or
privileges of shares of another class;
(11) to restructure the Company
where the proposed restructuring will
result in different classes of
shareholders bearing a
disproportionate burden of such
proposed restructuring;
(12) to vary or abrogate the provisions
of this Chapter.
(Article 80 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.

– I-70 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

178 Article 94Shareholders of the
affected class, whether or not
otherwise having the right to vote at
Shareholders’ general meetings, shall
nevertheless have the right to vote at
class meetings in respect of matters
concerning sub- paragraphs (2) to (8),
(11) and (12) of Article 93, but
interested shareholder(s) shall not be
entitled to vote at class meetings.
The meaning of “interested
shareholder(s)” as mentioned in the
preceding paragraph is:
(1) in the case of a repurchase of
shares by offers to all shareholders or
public dealing on a stock exchange
under Article 35, a “controlling
shareholder” within the meaning of
Article 59;
(2) in the case of a repurchase of
share by an off-market contract under
Article 35, a holder of the shares to
which the proposed contract relates;
(3) in the case of a restructuring of
the Company, a shareholder within a
class who bears less than a
proportionate obligation imposed on
that class under the proposed
restructuring or who has an interest in
the proposed restructuring different
from the interest of shareholders of
that class.
(Article 81 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
179 Article 95Resolutions of a class of
shareholders shall be passed by votes
representing more than two-thirds of
the voting rights of shareholders of
that class represented at the relevant
meeting who, according to Article 92,
are entitled to vote at class meetings.
(Article 82 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
180 Article 96Written notice of a class
meeting shall be given 10 business
days or 15 days (whichever is later)
before the date of the class meeting to
notify all of the shareholders in the
share register of the class of the
matters to be considered, the date and
the place of the class meeting.		 Deletion The Essential
Clauses are
repealed.
181 Article 97Notice of class meetings
need only be served on shareholders
entitled to vote thereat.
Meetings of any class of shareholders
shall be conducted in a manner as
similar as possible to that of general
meetings of shareholders. The
provisions of these articles of
association relating to the manner to
conduct any Shareholders’ general
meeting shall apply to any meeting of
a class of shareholders.
(Article 84 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.

– I-71 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

182 CHAPTER 10 BOARD OF
DIRECTORS		 CHAPTER 6
~~1~~
RS		 ~~0~~
BOARD OF		 CHAPTER 6 BOARD OF
DIRECTORS
DIRECTO
183 Addition SECTION 1 D IRECTORS SECTION 1 DIRECTORS
184 Addition Article 113
natural per		 Dir ectors shall be
s. A person may
irector of the
y of the following		 Article 113Directors shall be natural
persons. A person may not serve as a
director of the Company if any of the
following circumstances apply:
(1) a person without capacity for civil
conduct or with restricted capacity for
civil conduct;
(2) a person who has committed an
offence of corruption, bribery,
infringement of property,
misappropriation of property or
sabotaging the socialist market economic
order and has been punished because of
committing such offence; or who has
been deprived of his political rights, in
each case where less than five (5) years
have elapsed since the date of the
completion of implementation of his
punishment;
(3) a person who is a former director,
factory manager or manager of a
company or enterprise which has entered
into insolvent liquidation and is
personally liable for the insolvency of
such company or enterprise, where less
than three (3) 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 license
revoked and is ordered to close down
due to a violation of the law and who
incurred personal liability, where less
than three (3) years has elapsed since the
date of the revocation of the business
license;
(5) a person who has a relatively large
amount of debts due and outstanding;
(6) a person who is restricted to access
the securities market by the CSRC and
such period of restriction has not
expired;
(7) other circumstances as prescribed by
laws, administrative regulations,
departmental rules or the Hong Kong
Listing Rules.
If an election or appointment of a
director is taken place in contravention
of this Article, the said election,
appointment or engagement shall be
invalid.
If a director falls into any of the
circumstances set forth in this Article
during his term of office, the Company
shall terminate his duties.		 Article 95 of the
Guidelines for
Articles of
Association
son

not serve a
s a d
Company i f an

circumstan
ces apply:
n without capacity for

(1) a perso

civil condu
capacity fo

(2) a perso

an offence

(3) 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 license revoked
and is ordered to close down due
to a violation of the law and who
incurred personal liability,
where less than three (3) years
has elapsed since the date of the
revocation of the business
license;
(5) a person who has a relatively

large amount of debts due and
outstanding;
(6) a person who is restricted to
access the securities market by
the CSRC and such period of
restriction has not expired;
(7) other circumstances as
prescribed by laws,
administrative regulations,
departmental rules or the Hong
Kong Listing Rules.
If an election or appointment of
a director is taken place in
contravention of this Article, the

said election, appointment or
engagement shall be invalid.
If a director falls into any of the
circumstances set forth in this
Article during his term of office,

the Company shall terminate his

duties.

– I-72 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

185 Article 100Directors shall be elected
at the Shareholders’ general meeting.
The term of office of the directors is
three (3) years. At the expiry of a
director’s term, the term is renewable
upon re-election.
Without violation of relevant laws
and regulations and the regulatory
rules of the place where the shares of
the Company are listed, any person
appointed by the board of to be a
director or to fill a temporary vacancy
or to add a new place in the board of
directors shall take office till the first
annual general meeting after
appointment, and may then be eligible
for re-election.
Notice in writing of the intention to
propose a person for election as a
director and notice in writing by that
person of his willingness to be elected
shall have been given to the Company
seven (7) days before the date of such
Shareholders’ general meeting.
The Chairman and the Vice-chairman
shall be elected and removed by more
than one half of all the members of
the board of directors. The term of
office of each of the chairman is three
(3) years, renewable upon re-election.
The Shareholders’ general meeting
may by ordinary resolution remove
any director before the expiration of
his term of office (but without
prejudice to such director’s right to
claim damages based on any contract)
on the condition that all the relevant
laws and administrative regulations
are fully complied with.
The Directors shall not be required to
hold shares of the Company.
(Article 87 of the Essential Clauses)		 Article
elected
Shareh
may b		 11~~4100~~
Directors shall be
or replaced
at the
olders’ general meeting, and
e removed from office by the		 Article 114Directors shall be elected or
replaced at the Shareholders’ general
meeting, and may be removed from
office by the Shareholders’ general
meeting before the expiration of the term
of office. The term of office of the
directors is three (3) years. At the expiry
of a director’s term, the term is
renewable upon re-election.
The term of office of the directors shall
be calculated from the date of their
assumption of office until the expiration
of the term of office of the current board.
If a director is not re-elected in a timely
manner upon the expiration of his/her
term of office, the original director shall
still fulfill his/her duties as a director in
accordance with the provisions of laws,
administrative regulations, departmental
rules, Hong Kong Listing Rules and the
articles of association until the re-elected
director assumes office.
A director may concurrently hold the
position of the general manager or other
senior administrative officer, but the
total number of directors concurrently
serving as general manager or other
senior administrative officer, as well as
employee representatives, shall not
exceed one-half of the total number of
directors of the Company.
Without violation of relevant laws and
regulations and the regulatory rules of
the place where the shares of the
Company are listed, any person
appointed by the board of to be a director
or to fill a temporary vacancy or to add a
new place in the board of directors shall
take office till the first annual general
meeting after appointment, and may then
be eligible for re-election.
Notice in writing of the intention to
propose a person for election as a
director and notice in writing by that
person of his willingness to be elected
shall have been given to the Company
seven (7) days before the date of such
Shareholders’ general meeting.
The Shareholders’ general meeting may
by ordinary resolution remove any
director before the expiration of his term
of office (but without prejudice to such
director’s right to claim damages based
on any contract) on the condition that all
the relevant laws and administrative
regulations are fully complied with.
The Directors shall not be required to
hold shares of the Company.		 Article 96 of the
Guidelines for
Articles of
Association

Share
holders’ general meeting
the expiration of the term of
before

office
.
The term of office of the
rs is three (3) years. At the
of a director’s term, the term
wable upon re-election.
rm of office of the directors
e calculated from the date of
directo
expiry
is rene
The te
shall b
their assumption of office until the
expiration of the term of office of
the current board. If a director is
not re-elected in a timely manner
upon the expiration of his/her term

of office, the original director shall
still fulfill his/her duties as a
director in accordance with the
provisions of laws, administrative
regulations, departmental rules,
the Hong Kong Listing Rules and
these articles of association until
the re-elected director assumes
office.
A director may concurrently hold
the position of the general manager

or other senior administrative
officer, but the total number of
directors concurrently serving as
general manager or other senior
administrative officer, as well as
employee representatives, shall not

exceed one-half of the total number
of directors of the Company.
Without violation of relevant laws
and regulations and the regulatory
rules of the place where the shares of
the Company are listed, any person
appointed by the board of to be a
director or to fill a temporary vacancy
or to add a new place in the board of
directors shall take office till the first
annual general meeting after
appointment, and may then be
eligible for re-election.
Notice in writing of the intention to
propose a person for election as a
director and notice in writing by that
person of his willingness to be elected
shall have been given to the
Company seven (7) days before the
date of such Shareholders’ general
meeting.
~~h hi d h ihi~~
~~Te Carman an te Vce-carman~~
~~hll b ld d d b~~
~~sa e eecte an remove y more~~
~~than one half of all the members of~~
~~the board of directors. The term of~~
~~ffi f h f h hi i h~~
~~oce o eac o te carman s tree~~
~~bl li~~
~~(3) years, renewae upon re-eecton.~~
The Shareholders’ general meeting
may by ordinary resolution remove
any director before the expiration of
his term of office (but without
prejudice to such director’s right to
claim damages based on any contract)
on the condition that all the relevant
laws and administrative regulations
are fully complied with.
The Directors shall not be required to
hold shares of the Company.
~~(Article 87 of the Essential Clauses)~~

– I-73 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

186 Addition Article 115
comply wit		 Article 115The directors shall comply
with the laws, administrative regulations,
and the articles of association. They
shall bear the obligations of fidelity to
the Company:
(1) not to exploit his/her official
functions and powers to accept bribes or
other unlawful income, and not to
expropriate in any manner the
Company’s property and funds;
(2) not to misappropriate the Company’s
funds;
(3) not to open in his/her own name or in
another person’s name any bank account
for the purpose of depositing any of the
Company’s assets;
(4) not to advance the Company’s funds
to any other person or not to use the
Company’s assets to provide any
security for any other individual in
violation of these articles of association
or without the consent of the
Shareholders’ general meeting or the
board of directors;
(5) not to enter into any contract or
transaction with the Company in
violation of these articles of association
or without the consent of the
Shareholders’ general meeting;
(6) not to seek business opportunities
accounted to the Company for himself/
herself or any other persons by
exploiting his/her official functions, or
run the same businesses as those of the
Company for himself/her or for others,
without the consent of the Shareholders’
general meeting;
(7) not to accept commissions arising
from transactions with the Company and
appropriate to himself/herself;
(8) not to illegally disclose the
Company’s confidential information;
(9) not to infringe thelegitimate rights
of the Company by taking the advantage
of their connected relationship with the
Company;
(10) other obligation of fidelity provided
by laws, administrative regulations,
departmental rules, the Hong Kong
Listing Rules and these articles of
association.
The income incurred in violation of this
Article shall be accounted to the
Company; for any loss caused to the
Company, he/she shall be liable for
compensation.		 Article 97 of the
Guidelines for
Articles of
Association

administra

these articl
They shall

of fidelity t

functions and powers to accept
bribes or other unlawful
income, and not to expropriate
in any manner the Company’s
property and funds;
(2) not to misappropriate the
Company’s funds;
(3) not to open in his/her own
name or in another person’s
name any bank account for the
purpose of depositing any of the

Company’s assets;
(4) not to advance the
Company’s funds to any other
person or not to use the
Company’s assets to provide
any security for any other
individual in violation of these
articles of association or without
the consent of the Shareholders’
general meeting or the board of
directors;
(5) not to enter into any contract

or transaction with the
Company in violation of these
articles of association or without
the consent of the Shareholders’
general meeting;
(6) not to seek business
opportunities accounted to the
Company for himself/herself or
any other persons by exploiting
his/her official functions, or run

the same businesses as those of
the Company for himself/her or

for others, without the consent
of the Shareholders’ general
meeting;
(7) not to accept commissions
arising from transactions with
the Company and appropriate
to himself/herself;
(8) not to illegally disclose the
Company’s confidential
information;
(9) not to infringe the legitimate

rights of the Company by taking

the advantage of their connected

relationship with the Company;
(10) other obligation of fidelity
provided by laws,
administrative regulations,
departmental rules, the Hong
Kong Listing Rules and these
articles of association.
The income incurred in
violation of this Article shall be
accounted to the Company; for
any loss caused to the Company,

he/she shall be liable for
compensation.

– I-74 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

187 Addition Article 116
by laws, ad		 Directors shall abide Article 116Directors shall abide by
laws, administrative regulations and
these articles of association and perform
the following duties of diligence:
(1) to exercise the powers authorized by
the Company in a prudent, careful and
diligent way so as to ensure that the
commercial activities of the Company
are in compliance with PRC laws,
administrative regulations and published
economic policies, and that the business
activities do not exceed the business
scope of the Company as registered in
the business license;
(2) to treat all shareholders equally;
(3) to seek to know the operation of the
business and administration of the
Company in time;
(4) to provide signed written
confirmation on the periodical reports of
the Company so as to ensure that the
information disclosed by the Company
are true, accurate and complete;
(5) to provide information and
documents according to the facts to the
supervisory committee and not to hinder
the exercise of responsibilities by the
supervisory committee or supervisors;
(6) other duties of diligence as
prescribed by laws, administrative
regulations, departmental rules, the
Hong Kong Listing Rules and these
articles of association.		 Article 98 of the
Guidelines for
Articles of
Association

association and perform the
following duties of diligence:
(1) to exercise the powers
authorized by the Company in a

prudent, careful and diligent
way so as to ensure that the
commercial activities of the
Company are in compliance
with PRC laws, administrative
regulations and published
economic policies, and that the
business activities do not exceed
the business scope of the
Company as registered in the
business license;
(2) to treat all shareholders
equally;
(3) to seek to know the
operation of the business and
administration of the Company
in time;
(4) to provide signed written
confirmation on the periodical
reports of the Company so as to

ensure that the information
disclosed by the Company are
true, accurate and complete;
(5) to provide information and
documents according to the
facts to the supervisory
committee and not to hinder the
exercise of responsibilities by
the supervisory committee or
supervisors;
(6) other duties of diligence as
prescribed by laws,
administrative regulations,
departmental rules, the Hong
Kong Listing Rules and these
articles of association.

articles of
188 Addition Article 117
deemed to		 A director shall be
be unable to carry
duties if he/she fails
wo consecutive board		 Article 117A director shall be deemed
to be unable to carry out his/her duties if
he/she fails to attend two consecutive
board meetings in person and fails to
appoint an alternate director to attend
board meetings on his/her behalf, and
the board of directors shall make
recommendation for replacement at the
Shareholders’ general meeting.		 Article 99 of the
Guidelines for
Articles of
Association

out his/her
to attend t
meetings in

appoint an

attend boa

her behalf,

directors s
recommen

– I-75 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

189 Addition Article 118 A director may
resign prior to the expiration of		 Article 118 A director may
resign prior to the expiration of		 Article 118A director may resign prior
to the expiration of his/her term of
office. If a director resigns from his/her
office, he/she shall submit a written
notice of his/her resignation to the board
of directors. The board of directors shall
make a disclosure related thereto within
two days.
In the event that the number of board
members of the Company falls below the
statutory minimum requirement by
reason of the resignation, before the
newly appointed director serves the
directorship, the original director shall
continue to perform the director’s duties
in accordance with the laws,
administrative regulations, departmental
rules, the Hong Kong Listing Rules and
these articles of association.
Except for those set forth in the
preceding paragraphs, the resignation of
a director shall become effective upon
the resignation notice is served on the
board of directors.		 Article 100 of the
Guidelines for
Articles of
Association

his/her term of office. If a
director resigns from his/her
office, he/she shall submit a
written notice of his/her
resignation to the board of
directors. The board of
directors shall make a
disclosure related thereto within
two days.
In the event that the number of
board members of the Company

falls below the statutory
minimum requirement by
reason of the resignation, before

the newly appointed director
serves the directorship, the
original director shall continue
to perform the director’s duties
in accordance with the laws,
administrative regulations,
departmental rules, the Hong
Kong Listing Rules and these
articles of association.
Except for those set forth in the
preceding paragraphs, the
resignation of a director shall
become effective upon the
resignation notice is served on
the board of directors.

the board o
190 Addition Article 119
resigns or		 Article 119When a director resigns or
his/her term of office expires, he/she
shall duly carry out all handover
procedures with the board of directors.
His/her fiduciary duty to the Company
shall remain in force within two years
after the end of his/her term of office.
The director’s obligation to maintain the
confidentiality of the Company’s trade
secrets shall survive the end of his/her
term, until such secrets become public
known.		 Article 101 of the
Guidelines for
Articles of
Association

expires, he

out all han

with the bo

his/her term of office. The
director’s obligation to maintain

the confidentiality of the
Company’s trade secrets shall
survive the end of his/her term,
until such secrets become public
survive the

until such s

known.
191 Addition Article 120
by these ar		 Except as required
ticles of association
s lawfully authorized		 Article 120Except as required by these
articles of association or except as
lawfully authorized by the board of
directors, any director shall not purport
to represent the Company or the board of
directors in his/her own name. When a
director acts in his/her own name and a
third party reasonably considers such
director acts on behalf of the Company
or the board of directors, such director
shall declare in advance his/her position
and capacity.		 Article 102 of the
Guidelines for
Articles of
Association

or except a

by the boar
d of directors, any
all not purport to
he Company or the
rectors in his/her
When a director acts

director sh

represent t

board of di
own name.
in his/her o wn name and a third
party reasonably considers such

director acts on behalf of the
Company or the board of
directors, such director shall
declare in advance his/her
position and capacity.

– I-76 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

192 Addition Article 121A director who
causes the Company to sustain a		 Article 121A director who
causes the Company to sustain a		 Article 121A director who causes the
Company to sustain a loss as a result of
a violation of laws, administrative
regulations, departmental rules, the
Hong Kong Listing Rules or a breach of
these articles of association by him/her
during the performance of his/her duties
in the Company shall be liable for
damages.		 Article 103 of the
Guidelines for
Articles of
Association

loss as a result of a violation of
laws, administrative regulations,

departmental rules, the Hong
Kong Listing Rules or a breach
of these articles of association
by him/her during the
performance of his/her duties in

the Company shall be liable for
damages.

damages.
193 Addition Article 122
non-execut		 Article 122The independent non-
executive directors shall perform their
duties in accordance with laws,
administrative regulations, the relevant
provisions of the CSRC and the Hong
Kong Stock Exchange.		 Article 104 of the
Guidelines for
Articles of
Association
perform th

accordance

administra

and the Hong Kong Stock
Exchange.
194 Addition S ECTION 2 BOARD OF
IRECTORS		 SECTION 2 BOARD OF
DIRECTORS
D
195 Article 98The Company shall have
the board of directors which is the
Company’s standing authority organ.		 A
h
is
S		 Article 123The Company shall have the
board of directors which is responsible
for the Shareholders’ general meeting.		 Article 105 of the
Guidelines for
Articles of
Association

hareh
meetin
~~hi~~
196 Article 99The board of directors
shall consist of eight (8) directors in
which, among others, there shall be
three (3) executive directors and five
(5) non-executive directors (including
three (3) independent non-executive
directors). Independent non-executive
directors are the directors independent
of the shareholders and not holding
any position in the Company. The
board of directors shall have one
Chairman and several Vice-chairmen.
Outside directors (directors not
holding any position in the Company,
including independent non-executive
directors) shall account a half and
more of the numbers of the board of
directors.
(Article 86 of the Essential Clauses)		 Article 124~~99~~
The board of
directors shall consist ofseven
~~eight (8)~~
directors in which,
among others, there shall be three
~~(3)~~
executive directors andfour
~~five (5)~~
~~n~~on-executive directors
(including three~~(3)~~
~~i~~ndependent
non-executive directors).
Independent non-executive
directors are the directors
independent of the shareholders
and not holding any position in
the Company.~~The board of~~
~~di hll h hi~~		 Article 124The board of directors shall
consist of seven directors in which,
among others, there shall be three
executive directors and four non-
executive directors (including three
independent non-executive directors).
Independent non-executive directors are
the directors independent of the
shareholders and not holding any
position in the Company.
Outside directors (directors not holding
any position in the Company, including
independent non-executive directors)
shall account a half and more of the
numbers of the board of directors.		 Amendments to the
details
~~rectors sa~~
~~d l~~

– I-77 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

197 Article 100Directors shall be elected
at the Shareholders’ general meeting.
The term of office of the directors is
three (3) years. At the expiry of a
director’s term, the term is renewable
upon re-election.
Without violation of relevant laws
and regulations and the regulatory
rules of the place where the shares of
the Company are listed, any person
appointed by the board of to be a
director or to fill a temporary vacancy
or to add a new place in the board of
directors shall take office till the first
annual general meeting after
appointment, and may then be eligible
for re-election.
Notice in writing of the intention to
propose a person for election as a
director and notice in writing by that
person of his willingness to be elected
shall have been given to the Company
seven (7) days before the date of such
Shareholders’ general meeting.
The Chairman and the Vice-chairman
shall be elected and removed by more
than one half of all the members of
the board of directors. The term of
office of each of the chairman is three
(3) years, renewable upon re-election.
The Shareholders’ general meeting
may by ordinary resolution remove
any director before the expiration of
his term of office (but without
prejudice to such director’s right to
claim damages based on any contract)
on the condition that all the relevant
laws and administrative regulations
are fully complied with.
The Directors shall not be required to
hold shares of the Company.
(Article 87 of the Essential Clauses)		 Rearranged to be Article 114 and
amended

– I-78 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

198 Article 101The board of directors is
responsible to the Shareholders’
general meeting and exercises the
following powers:
(1) to be responsible for the
convening of the Shareholders’
general meeting and to report on its
work to the Shareholders’ general
meeting;
(2) to implement the resolutions of
the Shareholders’ general meetings;
(3) to decide on the Company’s
business plans and investment plans;
(4) to formulate the Company’s
annual preliminary and final financial
budgets;
(5) to formulate the Company’s profit
distribution plan and plan for making
up losses;
(6) to formulate proposals for
increases or reductions in the
Company’s registered capital and the
issue of debentures of the Company;
(7) to draw up plans for the merger,
division or dissolution of the
Company;
(8) to decide on the establishment of
the Company’s internal management
structure;
(9) to appoint or dismiss the
Company’s general manager, and
pursuant to the general manager’s
nominations to appoint or dismiss the
deputy general manager and the
financial controller of the Company
and decide on their remuneration;
(10) to establish the Company’s basic
management system;
(11) to formulate proposals for any
amendments of the Company’s
articles of association;
(12) to exercise any other powers
given by the Company’s articles of
association or conferred by the
Shareholders’ general meetings.
Except the board of directors’
resolutions in respect of the matters
specified in sub-paragraphs (6), (7)
and (11) of this Article which shall be
passed by more than two-thirds of all
the directors, the board of directors’
resolutions in respect of all other
matters may be passed by more than
one half of all the directors.
(Article 88 of the Essential Clauses)		 Article 125~~101~~
The board of
directors is responsible to the
Shareholders’ general meeting and
exercises the following powers:
(1) to be responsible for the
convening of the Shareholders’
general meeting and to report on its
work to the Shareholders’ general
meeting;
(2) to implement the resolutions of
the Shareholders’ general meetings;
(3) to decide on the Company’s
business plans and investment
plans;
(4) to formulate the Company’s
annual preliminary and final
financial budgets;
(5) to formulate the Company’s
profit distribution plan and plan for
making up losses;
(6) to formulate proposals for
increases or reductions in the
Company’s registered capital, the
issue of debenturesor other
securities and listing
;
(7) to draw up plans for the
substantial acquisitions and
acquisitions of the Company’s
shares or the
merger, division or
dissolutionand change in
corporate form
of the Company;
(8)within the scope authorized by
the Shareholders’ general
meeting, to decide, among others,		 Article 125~~101~~
The board of
directors is responsible to the
Shareholders’ general meeting and
exercises the following powers:
(1) to be responsible for the
convening of the Shareholders’
general meeting and to report on its
work to the Shareholders’ general
meeting;
(2) to implement the resolutions of
the Shareholders’ general meetings;
(3) to decide on the Company’s
business plans and investment
plans;
(4) to formulate the Company’s
annual preliminary and final
financial budgets;
(5) to formulate the Company’s
profit distribution plan and plan for
making up losses;
(6) to formulate proposals for
increases or reductions in the
Company’s registered capital, the
issue of debenturesor other
securities and listing
;
(7) to draw up plans for the
substantial acquisitions and
acquisitions of the Company’s
shares or the
merger, division or
dissolutionand change in
corporate form
of the Company;
(8)within the scope authorized by
the Shareholders’ general
meeting, to decide, among others,		 Article 125~~101~~
The board of
directors is responsible to the
Shareholders’ general meeting and
exercises the following powers:
(1) to be responsible for the
convening of the Shareholders’
general meeting and to report on its
work to the Shareholders’ general
meeting;
(2) to implement the resolutions of
the Shareholders’ general meetings;
(3) to decide on the Company’s
business plans and investment
plans;
(4) to formulate the Company’s
annual preliminary and final
financial budgets;
(5) to formulate the Company’s
profit distribution plan and plan for
making up losses;
(6) to formulate proposals for
increases or reductions in the
Company’s registered capital, the
issue of debenturesor other
securities and listing
;
(7) to draw up plans for the
substantial acquisitions and
acquisitions of the Company’s
shares or the
merger, division or
dissolutionand change in
corporate form
of the Company;
(8)within the scope authorized by
the Shareholders’ general
meeting, to decide, among others,		 Article 125The board of directors is
responsible to the Shareholders’ general
meeting and exercises the following
powers:
(1) to be responsible for the convening
of the Shareholders’ general meeting and
to report on its work to the Shareholders’
general meeting;
(2) to implement the resolutions of the
Shareholders’ general meetings;
(3) to decide on the Company’s business
plans and investment plans;
(4) to formulate the Company’s annual
preliminary and final financial budgets;
(5) to formulate the Company’s profit
distribution plan and plan for making up
losses;
(6) to formulate proposals for increases
or reductions in the Company’s
registered capital, the issue of debentures
or other securities and listing;
(7) to draw up plans for the substantial
acquisitions and acquisitions of the
Company’s shares or the merger,
division or dissolution and change in
corporate form of the Company;
(8) within the scope authorized by the
Shareholders’ general meeting, to
decide, among others, the Company’s
external investment, purchase and
disposal of assets, asset pledge, external
guarantee, wealth management
entrustment, bank credit,connected
transactions, external donation and other
matters;
(9) to decide on the establishment of the
Company’s internal management
structure;
(10) to decide to appoint or dismiss the
Company’s general manager and the
secretary of the board of directors and
decide on their remuneration and
rewards and punishment, and pursuant to
the general manager’s nominations to
decide to appoint or dismiss senior
management, including the deputy
general manager and the financial
controller of the Company and decide on
their remuneration and rewards and
punishment;
(11) to establish the Company’s basic
management system;
(12) to formulate proposals for any
amendments of the Company’s articles
of association;
(13) to manage the information
disclosure of the Company;
(14) to propose to the Shareholders’
general meeting for the engagement or
change of the accounting firm that
provides audits for the Company;
(15) to hear the work reports of the
Company’s general manager and inspect
his/her work;
(16) such other duties and functions as
stipulated in the laws, administrative
regulations, departmental rules, the
Hong Kong Listing Rules and conferred
by the Shareholders’ general meeting or
these articles of association.		 Article 107 of the
Guidelines for
Articles of
Association

shares or t
dissolution
corporate

(8
th
)within

e Share
holders’ general
o decide, among others,
meeting, t

the Company’s external
investment, purchase and
disposal of assets, asset pledge,
external guarantee, wealth
management entrustment, bank
credit,connected transactions,
external donation and other
matters;
(9)
to decide on the establishment
of the Company’s internal
management structure;
(~~9~~
~~1~~0) todecide to
appoint or
dismiss the Company’s general
managerand the secretary of the
board of directors and decide on
their remuneration and rewards
and punishment
,and pursuant to
the general manager’s nominations
todecide to
appoint or dismiss
senior management, including
the
deputy general manager and the
financial controller of the Company
and decide on their remuneration
and rewards and punishment
;
(11) to establish the Company’s
basic management system;
(~~11~~
~~1~~2) to formulate proposals for
any amendments of the Company’s
articles of association;
(~~12~~
~~1~~3)to manage the information
disclosure of the Company;
(14) to propose to the
Shareholders’ general meeting
for the engagement or change of
the accounting firm that provides

audits for the Company;

– I-79 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

(15) to hear the work reports of
the Company’s general manager		 The board of directors of the Company
has established the audit committee and
set up special committees such as the
nomination committee and the
remuneration committee and the
appraisal committee as needed. The
special committees shall be accountable
to the board of directors and perform
their duties in accordance with these
articles of association and the
authorization of the board of directors.
Proposals shall be submitted to the board
of directors for consideration and
approval. All members of the special
committees shall be directors, of which
the majority of the members of the audit
committee, the nomination committee
and the remuneration and appraisal
committee shall be independent
non-executive directors, who shall act as
the convener. The convener of the audit
committee shall be an accounting
professional. The board of directors is
responsible for formulating the working
procedures of the special committees
and regulating the operation of the
special committees.
Matters beyond the scope of
authorization of the Shareholders’
general meeting shall be submitted to the
Shareholders’ general meeting for
consideration.

and inspect his/her work;
(16) such other duties and
functions as stipulated in the
laws, administrative regulations,

departmental rules, the Hong
Kong Listing Rules and
conferred by the Shareholders’
general meeting or these articles

of association.
The board of directors of the
Company has established the
audit committee and set up
special committees such as the
nomination committee and the
remuneration and appraisal
committee as needed. The
special committees shall be
accountable to the board of
directors and perform their
duties in accordance with these
articles of association and the
authorization of the board of
directors. Proposals shall be
submitted to the board of
directors for consideration and
approval. All members of the
special committees shall be
directors, of which the majority

of the members of the audit
committee, the nomination
committee and the
remuneration and appraisal
committee shall be independent
non-executive directors, who
shall act as the convener. The
convener of the audit committee
shall be an accounting
professional. The board of
directors is responsible for
formulating the working
procedures of the special
committees and regulating the
operation of the special
committees.
Matters beyond the scope of
authorization of the
Shareholders’ general meeting
shall be submitted to the
Shareholders’ general meeting
for consideration.
~~to exercise any other powers~~
~~given by the Company’s articles~~
~~of association or conferred by the~~
~~Shareholders’ general meetings.~~
~~Except the board of directors’~~
~~resolutions in respect of the~~
~~matters specified in sub-~~
~~paragraphs (6), (7) and (11) of~~
~~this Article which shall be passed~~
~~b h hid f ll h~~
~~y more tan two-trs o a te~~
~~directors, the board of directors’~~
~~resolutions in respect of all other~~
~~matters may be passed by more~~
~~than one half of all the directors.~~
~~(Article 88 of the Essential~~
~~Clauses)~~

– I-80 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

199 Addition Article 126
directors s		 Article 126The board of directors shall
explain to the Shareholders’ general
meeting the non-standard auditing
opinions presented by certified
accountants with respect to the
Company’s financial reports.		 Article 108 of the
Guidelines for
Articles of
Association

Shareholde
the non-sta
200 Addition Article 127
directors s		 Article 127The board of directors shall
formulate rules of procedures of the
board of directors to ensure the
implementation of the resolutions made
at Shareholders’ general meetings,
improve the working efficiency and
ensure scientific decisions-making
process.
The rules of procedures of the board for
directors shall set out the procedures for
convening of and voting at the meetings
of the board of directors which are
attached to the articles of association as
appendix. Such rules of procedures shall
be prepared by the board of directors and
approved by the Shareholders’ general
meeting.		 Article 109 of the
Guidelines for
Articles of
Association

improve the working efficiency
and ensure scientific decisions-
making process.
The rules of procedures of the
board for directors shall set out
the procedures for convening of

and voting at the meetings of
the board of directors which are
attached to the articles of
association as appendix. Such
rules of procedures shall be
prepared by the board of
directors and approved by the
Shareholders’ general meeting.

directors a

Shareholde
201 Addition Article 128
board of di		 Article 128The power of the board of
directors shall be specified regarding
external investment, purchase and
disposal of assets, asset pledge, external
guarantee, wealth management
entrustment, connected transactions,
external donation and other matters. The
board of directors shall establish strict
examination and decision-making
procedures. Substantial investment
projects shall be subject to review by
relevant experts and professionals and be
submitted to the Shareholders’ general
meeting for approval.		 Article 110 of the
Guidelines for
Articles of
Association

donation and other matters .
The board of directors shall
establish strict examination and
decision-making procedures.
Substantial investment projects
shall be subject to review by
relevant experts and
professionals and be submitted
to the Shareholders’ general
meeting for approval.

– I-81 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

202 Article 102The board of directors
shall not, without the prior approval
of shareholders in a general meeting,
dispose or agree to dispose of any
fixed assets of the Company where
the aggregate of the amount or value
of the consideration for the proposed
disposition, and the amount or value
of the consideration for any such
disposition of any fixed assets of the
Company that has been completed in
the period of four (4) months
immediately preceding the proposed
disposition, exceeds 33 per cent of the
value of the Company’s fixed assets
as shown in the last balance sheet
placed before the shareholders in
general meeting.
For the purposes of this Article,
disposition includes an act involving
the transfer of an interest in assets but
does not include the provision of
fixed asset by way of security.
The validity of a disposition by the
Company shall not be affected by the
breach of the first paragraph of this
Article.
(Article 89 of the Essential Clauses)		 Deletion Deletion The Essential
Clauses are
repealed.
203 Article 103The board of directors
shall carry out its duties in
compliance with the laws,
administrative regulations, these
articles of association and resolutions
of the Shareholders’ general meetings.		 Deletion
204 Addition Article 129
directors s		 The board of
hall have one
and may have a vice
The Chairman and
man shall be elected
an half of all the		 Article 129The board of directors shall
have one Chairman and may have a vice
Chairman. The Chairman and vice
Chairman shall be elected by more than
half of all the directors.		 Article 111 of the
Guidelines for
Articles of
Association
Chairman

Chairman.
vice Chair
by more th

directors.
205 Article 104The Chairman of the
board of directors shall exercise the
following powers:
(1) to preside over Shareholders’
general meetings and to convene and
preside over meetings of the board of
directors;
(2) to check on the implementation of
resolutions of the board of directors;
(3) to sign the securities certificates
issued by the Company;
(4) to exercise other powers conferred
by the board of directors.
When the Chairman is unable to
exercise his powers, the Chairman
may designate the Vice-chairman to
exercise such powers on the
Chairman’s behalf.
(Article 90 of the Essential Clauses)		 Article 130~~104~~
The Chairman of
the board of directors shall
exercise the following powers:
(1) to preside over Shareholders’
general meetings and to convene
and preside over meetings of the
board of directors;
(2) tosupervise and
check on the
implementation of resolutions of
the board of directors;
~~(3) to sign the securities~~
~~certificates issued by the~~
~~Company;~~
(~~4~~
~~3~~) to exercise other powers
conferred by the board of
directors.
~~When the Chairman is unable to~~
~~i hi h hi~~		 Article 130The Chairman of the board
of directors shall exercise the following
powers:
(1) to preside over Shareholders’ general
meetings and to convene and preside
over meetings of the board of directors;
(2) to supervise and check on the
implementation of resolutions of the
board of directors;
(3) to exercise other powers conferred
by the board of directors.		 Article 112 of the
Guidelines for
Articles of
Association
~~exercse s powers, te Carman~~
~~may designate the Vice-chairman~~
~~to exercise such powers on the~~
~~Chairman’s behalf.~~
~~(Article 90 of the Essential~~
~~Clauses)~~

– I-82 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

206 Addition Article 131
of the boar		 Article 131
of the boar		 Article 131
of the boar		 Article 131
of the boar		 Article 131
of the boar		 Article 131
of the boar		 Article 131The vice Chairman of the
board of directors shall assist the
Chairman in performing his/her duties.
In the event the Chairman is unable to
perform his/her duties or he/she does not
perform his/her duties, such duties shall
be performed by the vice Chairman (if
the company has two or more vice
Chairman, the vice Chairman jointly
elected by more than half of all the
directors shall perform the duties).
Where the vice Chairman is unable to
perform his/her duties or he/she does not
perform his/her duties, such duties shall
be performed by a director elected by
more than half of all the directors.		 Article 113 of the
Guidelines for
Articles of
Association
assist the C

or he/she does not perform his/
her duties, such duties shall be
performed by the vice Chairman

(if the Company has two or
more vice Chairman, the vice
Chairman jointly elected by
more than half of all the
directors shall perform the
duties). Where the vice
Chairman is unable to perform
his/her duties or he/she does not

more than
half
directors sh all

duties). Wh
ere

Chairman i
s u

his/her duti
es
perform his /he r duties, such
performed by a
d by more than
directors.

duties s
hall
be

director
ele
cte

half of a
ll t
he
207 Article 105Regular meetings of the
board of directors shall be held at
least twice every year and shall be
convened by the Chairman of the
board of directors. Notice of the
meeting shall be given to all directors
fifteen days before the convening of
the meeting. In case of any urgent
matters, upon requisition by more
than one third of the directors or by
the general manager, an extraordinary
meeting of the board of directors may
be held.
(Article 91 of the Essential Clauses)		 Article 132~~105~~
of the board of
held at leastfo
~~twice~~
~~e~~very yea
convened by th
board of direct
meeting shall b
directorsat lea
days before the
meeting.Share
representing m		 32~~105~~
ard of
eastfo
ry yea
d by th
direct
shall b
at lea		 ~~0~~ Article 132Regular meetings of the
board of directors shall be held at least
four times every year and shall be
convened by the Chairman of the board
of directors. Notice of the meeting shall
be given to all directors at least fourteen
days before the convening of the
meeting. Shareholders representing more
than one-tenth of the voting rights, more
than one-third of the directors or the
supervisory committee may propose to
convene an interim meeting of the board
of directors. The Chairman of the board
of directors shall convene and preside
over the meeting of the board of
directors within ten days from the receipt
of the proposal.		 Article 114, 115 of
the Guidelines for
Articles of
Association
of
fo
ore the
Share		 convening
holders
ore than

one-tenth of th

~~f~~

ro
pose to

~~by the~~
~~di~~

convene an
inter
im
~~l~~
~~genera man~~
meeting of t
~~b hl~~		 ~~ager,~~
he bo

~~.~~ The
f dire		 ~~an~~
ard
C
~~may e e~~
the board o
ct
convene an

meeting of

directors w

the receipt

~~Ail 1~~
~~(rtce 9~~
~~Clauses)~~
208 Addition Article 133
directors m		 Article 133The board of directors may
convene an extraordinary meeting of the
board of directors by giving notice of the
meeting to all directors five days before
the meeting by convenient and
expeditious means such as e-mail or
telephone.		 Article 116 of the
Guidelines for
Articles of
Association

– I-83 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

209 Article 106Meetings of the board of
directors shall be notified in the
following ways:
(1) No notice of directors’ regular
meeting shall be required, if the time
and place of regular meetings of the
board of directors have been fixed by
the board of directors in advance.
(2) Notice of the time and place of a
meeting of the board of directors for
which the time and place have not
otherwise been set in advance by the
board of directors shall be sent by the
Chairman to each of the directors by
telex, telegram, facsimile, express
delivery, registered mail or personal
delivery seven (7) to fourteen (14)
days before such meeting.
(3) Notice shall be in Chinese and,
where necessary, in English also and
shall include an agenda of the
meeting. Any director may waive his
rights to receive the notice of board
meeting.
(4) Notice of a meeting shall be
deemed to have been given to any
director who attends the meeting
without protesting against any lack of
notice, before or at its
commencement,
(5) Any regular or extraordinary
meetings of the board of directors
may be held by conference telephone
or similar communication equipment,
so long as all directors participating
in the meeting can clearly hear and
communicate with each other, and all
such directors shall be deemed to be
present in person at the meeting.
(Article 92 of the Essential Clauses)		 Article 134~~106~~
The n
~~M~~
~~m~~
eetings of the boar
directors shallinclude
~~in~~
the following~~ways~~
~~:~~
(1) date and venue of		 ~~6~~ The n otice of the Article 134The notice of the meetings
of the board of directors shall include
the following:
(1) date and venue of the meeting;
(2) duration of the meeting;
(3) subject matter and topic;
(4) date of issue of the notice.
Any regular meetings or extraordinary
meetings of the board of directors may
be held by conference telephone or
similar communication equipment, so
long as all directors participating in the
meeting can clearly hear and
communicate with each other, and all
such directors shall be deemed to be
present in person at the meeting.		 Article 117 of the
Guidelines for
Articles of
Association
t
i
he boar
nclude		 d of

~~b ifid~~

~~() No notce o rectors reguar~~
~~meeting shall be required, if the~~
~~i d l f l i~~
~~tme an pace o reguar meetngs~~
~~of the board of directors have~~
~~been fixed by the board of~~
~~directors in advance.~~
~~(2) Notice of the time and place~~
~~of a meeting of the board of~~
~~directors for which the time and~~
~~place have not otherwise been set~~
~~in advance by the board of~~
~~directors shall be sent by the~~
~~Chairman to each of the directors~~
~~by telex, telegram, facsimile,~~
~~express delivery, registered mail~~
~~or personal delivery seven (7) to~~
~~fourteen (14) days before such~~
~~meeting.~~
~~(3) Notice shall be in Chinese~~
~~and, where necessary, in English~~
~~also and shall include an agenda~~
~~of the meeting. Any director may~~
~~waive his rights to receive the~~
~~notice of board meeting.~~
~~(4) Notice of a meeting shall be~~
~~dd h b i~~
~~eeme to ave een gven to any~~
~~director who attends the meeting~~
~~without protesting against any~~
~~lack of notice, before or at its~~
~~commencement,~~
~~(5)~~
~~A~~ny~~regular~~
~~r~~egular meetings
or extraordinary meetings of the
board of directors may be held by
conference telephone or similar
communication equipment, so
long as all directors participating
in the meeting can clearly hear
and communicate with each other,
and all such directors shall be
deemed to be present in person at
the meeting.
~~(Article 92 of the Essential~~
~~Clauses)~~

– I-84 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

210 Article 107Meetings of the board of
directors shall be held only if more
than half of the directors are present.
Each director shall have one vote. A
resolution of the board of directors
must be passed by more than half of
all the directors. Where the number of
votes cast for and against a resolution
is equal, the Chairman of the board of
directors shall have a casting vote.
When more than one-fourth of
directors or more than 2 external
directors are of the view that the
materials are insufficient or are
inadequately explained, they may
jointly propose to the board for a
postponement of the board meeting or
for a postponement of determination
of part of the matters concerned. The
board shall adopt such proposal.
(Article 93 of the Essential Clauses)		 Article 135~~107~~
Meetings of the
board of directors shall be held
only if more than half of the
directors are presentand a
resolution of the board of
directors must be passed by
more than half of all the
directors
.
Voting on resolutions of the
board of directors shall be by
one person, one vote.
~~h di hll h~~		 Article 135Meetings of the board of
directors shall be held only if more than
half of the directors are present and a
resolution of the board of directors must
be passed by more than half of all the
directors.
Voting on resolutions of the board of
directors shall be by one person, one
vote.
When more than one-fourth of directors
or more than two independent non-
executive directors are of the view that
the materials are insufficient or are
inadequately explained, they may jointly
propose to the board for a postponement
of the board meeting or for a
postponement of determination of part of
the matters concerned. The board shall
adopt such proposal.		 Article 118 of the
Guidelines for
Articles of
Association
~~Eac rector sa ave one vote.~~
~~Where the number of votes cast~~
~~for and against a resolution is~~
~~equal, the Chairman of the board~~
~~of directors shall have a casting~~
~~vote.~~
~~W~~hen more than one-fourth
of directors or more than two
independent non-executive
~~external~~
directors are of the view
that the materials are insufficient
or are inadequately explained,
they may jointly propose to the
board for a postponement of the
board meeting or for a
postponement of determination of
part of the matters concerned. The
board shall adopt such proposal.
~~(Article 93 of the Essential~~
~~Clauses)~~
~~(rtce 93~~
~~Clauses)~~
211 Addition Article 136
has connec		 Article 136Any director who has
connected relationship with any
enterprise concerned in any matter
seeking for resolution in a board
meeting, shall neither vote on the said
matter nor act as proxies for other
directors to exercise their voting right
upon the said matter. Such board
meeting may not be held unless attended
by more than half of all the directors
without connected relationship, and
resolutions of the board meeting shall be
passed by more than one half of directors
without connected relationship. If less
than three (3) directors without
connected relationship attend the board
meeting, such matter shall be submitted
to a Shareholders’ general meeting for
consideration.		 Article 119 of the
Guidelines for
Articles of
Association

resolution in a board meeting,
shall neither vote on the said
matter nor act as proxies for
other directors to exercise their
voting right upon the said
matter. Such board meeting
may not be held unless attended

by more than half of all the
directors without connected
relationship, and resolutions of
the board meeting shall be
passed by more than one half of

directors without connected
relationship. If less than three
(3) directors without connected
relationship attend the board
meeting, such matter shall be
submitted to a Shareholders’
general meeting for
consideration.

considerati
212 Addition Article 137
resolutions		 Article 137The vote on board
resolutions shall be taken by way of
registered poll and by a show of hands.
As long as all directors can fully express
their opinions, an extraordinary board
meeting may be held by way of
communication, and resolutions passed
shall be signed by all participating
directors.		 Article 120 of the
Guidelines for
Articles of
Association

express their opinions, an
extraordinary board meeting
may be held by way of
communication, and resolutions

passed shall be signed by all
participating directors.

– I-85 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

213 Article 108Directors shall attend the
meetings of the board of directors in
person. Where a director is unable to
attend a meeting for any reason, he
may appoint another director by a
written power of attorney to attend
the meeting on his behalf. The power
of attorney shall set out the scope of
the authorization.
A Director appointed as a
representative of another director to
attend the meeting shall exercise the
rights of a director within the scope
of authority conferred by the
appointing director. Where a director
is unable to attend a meeting of the
board of directors and has not
appointed a representative to attend
the meeting on his behalf, he shall be
deemed to have waived his right to
vote at the meeting.
(Article 94 of the Essential Clauses)		 Article 138~~108~~
Directors shall
attend the meetings of the board
of directors in person. Where a
director is unable to attend a
meeting for any reason, he may
appoint another director by a
written power of attorney to
attend the meeting on his behalf.
The power of attorney shall set
out thename of the proxy, the
subject and
scope of the
authorizationand the period of
the validity of the power of
attorney, which shall be signed
or officially sealed by the
authorizing party
.
A Director appointed as a
representative of another director
to attend the meeting shall
exercise the rights of a director
within the scope of authority
conferred by the appointing
director. Where a director is
unable to attend a meeting of the
board of directors and has not
appointed a representative to
attend the meeting on his behalf,
he shall be deemed to have
waived his right to vote at the
meeting.
~~(Article 94 of the Essential~~
~~Clauses)~~		 Article 138Directors shall attend the
meetings of the board of directors in
person. Where a director is unable to
attend a meeting for any reason, he may
appoint another director by a written
power of attorney to attend the meeting
on his behalf. The power of attorney
shall set out the name of the proxy, the
subject and scope of the authorization
and the period of the validity of the
power of attorney, which shall be signed
or officially sealed by the authorizing
party.
A Director appointed as a representative
of another director to attend the meeting
shall exercise the rights of a director
within the scope of authority conferred
by the appointing director. Where a
director is unable to attend a meeting of
the board of directors and has not
appointed a representative to attend the
meeting on his behalf, he shall be
deemed to have waived his right to vote
at the meeting.		 Article 121 of the
Guidelines for
Articles of
Association
214 Article 109The board of directors
shall keep minutes of meetings on
matters discussed. The minutes shall
be signed by the directors present at
the meeting, the secretary of the board
of directors, and the person who
recorded the minutes. The advice of
the independent non-executive
directors shall be stated clearly in the
resolutions of the meetings of the
board of directors. The directors shall
be liable for the resolutions of the
board of directors. If a resolution of
the board of directors violates the
laws, administrative regulations or
these articles of association and
results in the Company sustaining
serious losses, the directors
participating in the resolution are
liable to compensate the Company.
However, if it can be proven that a
director expressly objected to the
resolution when the resolution is
voted on, and that such objection is
recorded in the minutes of the
meeting, such director may be
released from such liability.
(Article 95 of the Essential Clauses)		 Article 139~~109~~
The board of
directors shall keep minutes of
meetings on matters discussed.
The minutes shall be signed by
the directors present at the
meeting, the secretary of the
board of directors, and the person
who recorded the minutes. The
advice of the independent
non-executive directors shall be
stated clearly in the resolutions of
the meetings of the board of
directors. The directors shall be
liable for the resolutions of the
board of directors. If a resolution
of the board of directors violates
the laws, administrative
regulations or these articles of
association and results in the
Company sustaining serious
losses, the directors participating
in the resolution are liable to
compensate the Company.
However, if it can be proven that
a director expressly objected to
the resolution when the resolution
is voted on, and that such
objection is recorded in the
minutes of the meeting, such
director may be released from
such liability.Minutes of the
meeting of the board of
directors are kept as corporate
records for a period of not less
than ten years.
~~(Article 95 of the Essential~~
~~Clauses)~~		 Article 139The board of directors shall
keep minutes of meetings on matters
discussed. The minutes shall be signed
by the directors present at the meeting,
the secretary of the board of directors,
and the person who recorded the
minutes. The advice of the independent
non-executive directors shall be stated
clearly in the resolutions of the meetings
of the board of directors. The directors
shall be liable for the resolutions of the
board of directors. If a resolution of the
board of directors violates the laws,
administrative regulations or these
articles of association and results in the
Company sustaining serious losses, the
directors participating in the resolution
are liable to compensate the Company.
However, if it can be proven that a
director expressly objected to the
resolution when the resolution is voted
on, and that such objection is recorded
in the minutes of the meeting, such
director may be released from such
liability. Minutes of the meeting of the
Board of Directors are kept as corporate
records for a period of not less than ten
years.		 Article 122 of the
Guidelines for
Articles of
Association

directors are

records for a

than ten year

~~Ail 5 f~~
~~(rtce 9 o~~
~~Clauses)~~

– I-86 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

215 Addition Article 140The minutes of
board meetings shall include the		 Article 140The minutes of
board meetings shall include the		 Article 140The minutes of board
meetings shall include the following:
(1) date and venue of the meeting and
the name of the convenor;
(2) names of the attending directors and
names of directors (or proxies) appointed
by others to attend the board meeting;
(3) agenda of the meeting;
(4) main points of the statements of
directors;
(5) the method and results of voting for
each resolution (the voting results shall
clearly state the number of votes for or
against the resolution or abstention).		 Article 123 of the
Guidelines for
Articles of
Association

following:
(1) date and venue of the
meeting and the name of the
convenor;
(2) names of the attending
directors and names of directors
(or proxies) appointed by others

to attend the board meeting;
(3) agenda of the meeting;
(4) main points of the statements

of directors;
(5) the method
and results of
resolution (the
hall clearly state
votes for or
olution or

voting for each

voting results s

the number of
against the res

abstention).
216 CHAPTER 11 SECRETARY OF
THE BOARD OF DIRECTORS		 CHAPTER 7
~~1~~
OF THE BOA		 ~~1~~
SECRETARY
RD OF		 CHAPTER 7 SECRETARY OF THE
BOARD OF DIRECTORS
DIRECTORS
217 Article 110The Company shall have
a secretary of the board of directors
who shall be a senior administrative
officer of the Company.
(Article 96 of the Essential Clauses)		 Article 141~~110~~
The Company shall
have a secretary of the board of
directors who shall be a senior
administrative officer of the
Company. The secretary of the
board of directors shall be
appointed and dismissed by the
board of directors and is
accountable to the board of
directors
.
~~Ail 6 f h il l~~		 Article 141The Company shall have a
secretary of the board of directors who
shall be a senior administrative officer
of the Company. The secretary of the
board of directors shall be appointed and
dismissed by the board of directors and
is accountable to the board of directors.
~~(rtce 9 o te Essenta Causes)~~
218 Article 111The secretary of the
Company’s board of directors shall be
a natural person who has the requisite
professional knowledge and
experience, and shall be appointed by
the board of directors. His primary
responsibilities are to ensure that:
(1) the Company has complete
organisational documents and
records;
(2) the Company prepares and
delivers in accordance with law those
reports and documents required by
competent authorities entitled thereto;
(3) the Company’s registers of
shareholders are properly maintained,
and that persons entitled to the
Company’s records and documents
are furnished with such records and
documents without delay.
(Article 97 of the Essential Clauses)		 Article 142~~111~~
The secretary of the
Company’s board of directors shall
be a natural person who has the
requisite professional knowledge
and experience~~, and shall be~~
~~appointed by the board of directors~~
.
His primary responsibilities are~~to~~
~~ensure that~~
~~:~~
(1)to ensure that
the Company
has complete organisational
documents and records;
(2)to ensure that
the Company
prepares and delivers in accordance
with law those reports and
documents required by competent
authorities entitled thereto;
(3)to ensure that
the Company’s
registers of shareholders are
properly maintained, and that
persons entitled to the Company’s
records and documents are
furnished with such records and
documents without delay.;
(4) to be responsible for
preparing the Shareholders’
general meetings and board
meetings of the Company,
keeping relevant documents and
managing the information of
shareholders of the Company;
(5) to deal with information
disclosure affairs;
(6) other duties conferred by
laws, regulations, rules, the Hong		 Article 142The secretary of the
Company’s board of directors shall be a
natural person who has the requisite
professional knowledge and experience.
His primary responsibilities are:
(1) to ensure that the Company has
complete organisational documents and
records;
(2) to ensure that the Company prepares
and delivers in accordance with law
those reports and documents required by
competent authorities entitled thereto;
(3) to ensure that the Company’s
registers of shareholders are properly
maintained, and that persons entitled to
the Company’s records and documents
are furnished with such records and
documents without delay.;
(4) to be responsible for preparing the
Shareholders’ general meetings and
board meetings of the Company, keeping
relevant documents and managing the
information of shareholders of the
Company;
(5) to deal with information disclosure
affairs;
(6) other duties conferred by laws,
regulations, rules, the Hong Kong
Listing Rules and these articles of
association.		 Article 133 of the
Guidelines for
Articles of
Association

Kong Listing Rules and these
articles of association.
~~Ail f h il l~~
~~(rtce 97 o te Essenta Causes)~~

– I-87 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

219 Article 112A director or other senior
administrative officer of the Company
may hold the office of the secretary of
the board of directors concurrently.
The accountant(s) of the certified
public accountants firm appointed by
the Company shall not act as the
secretary of the board of directors.
Provided that where the office of
secretary is held concurrently by a
director and an act is required to be
done by a director and a secretary
separately, the person who holds the
office of director and secretary may
not perform the act in dual capacity.
(Article 98 of the Essential Clauses)		 Article 143~~112~~
A director or
other senior administrative officer
of the Company may hold the
office of the secretary of the
board of directors concurrently.
The accountant(s) of the certified
public accountants firm appointed
by the Company shall not act as
the secretary of the board of
directors.
~~Provided that where the office of~~
~~i hld l b~~		 Article 143~~112~~
A director or
other senior administrative officer
of the Company may hold the
office of the secretary of the
board of directors concurrently.
The accountant(s) of the certified
public accountants firm appointed
by the Company shall not act as
the secretary of the board of
directors.
~~Provided that where the office of~~
~~i hld l b~~		 Article 143A director or other senior
administrative officer of the Company
may hold the office of the secretary of
the board of directors concurrently. The
accountant(s) of the certified public
accountants firm appointed by the
Company shall not act as the secretary
of the board of directors.
~~secretary s e concurrenty y a~~
~~director and an act is required to~~
~~be done by a director and a~~
~~secretary separately, the person~~
~~who holds the office of director~~
~~d f h~~
~~an secretary may not perorm te~~
~~act in dual capacity.~~
~~(Article 98 of the Essential~~
~~Clauses)~~
~~act n u~~
~~Ail~~
~~(rtce~~
~~l~~
~~Causes)~~
220 Addition CHAPT ER 8 GENERAL
ER AND OTHER
ADMINISTRATIVE
R		 CHAPTER 8 GENERAL MANAGER
AND OTHER SENIOR
ADMINISTRATIVE OFFICER
MANAG
SENIOR
OFFICE
221 Article 113The Company shall have
one general manager, who shall be
appointed and dismissed by the board
of directors. The Company shall have
a number of deputy general managers.
The term of office of the general
manager and deputy general managers
is three (3) years and renewable upon
re-election and reappointment.
“General manager” herein shall have
the same meaning with “manager” in
the Essential Clauses.
(Article 99 of the Essential Clauses)		 Article 144~~113~~
The Company
shall have one general manager,
who shall be appointed and
dismissed by the board of
directors. The Company shall
have a number of deputy general
managers, who shall be
appointed and dismissed by the
board of directors. The general
manager, deputy general
managers, treasurer and
secretary of the board of
directors are the senior
administrative officers of the
Company.
~~The term of office of~~
~~the general manager and deputy~~
~~general managers is three (3)~~
~~years and renewable upon~~
~~re-election and reappointment.~~
~~“General manager” herein shall~~
~~have the same meaning with~~
~~“manager” in the Essential~~
~~Clauses.~~
~~(Article 99 of the Essential~~
~~Clauses)~~		 Article 144The Company shall have
one general manager, who shall be
appointed and dismissed by the board of
directors. The Company shall have a
number of deputy general managers,
who shall be appointed and dismissed by
the board of directors. The general
manager, deputy general managers,
treasurer and secretary of the board of
directors are the senior administrative
officers of the Company.		 Article 124 of the
Guidelines for
Articles of
Association
~~ave te sa~~
~~“”~~
~~manager~~
~~Clauses.~~
~~Ail~~
~~(rtce 99~~
~~Clauses)~~
222 Addition Article 145
under whi		 Article 145The circumstances under
which a person may not serve as a
director, as prescribed in Article 113 of
these articles of association, shall be
applicable to senior administrative
officers. Provisions regarding the
obligations of fidelity of directors under
Article 115 and the duties of diligence
under items (4), (5) and (6) of Article
116 hereof shall be applicable to the
senior administrative officers.		 Article 125 of the
Guidelines for
Articles of
Association

the senior administrative
officers.

– I-88 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

223 Addition Article 146
takes an ad		 Any person who
ministrative role
a director or a
in the controlling
rs of the Company
rve as a senior
tive officer of the
administrative
ll receive
on solely from the
nd not from the
shareholders.		 Article 146Any person who takes an
administrative role other than a director
or a supervisor in the controlling
shareholders of the Company shall not
serve as a senior administrative officer
of the Company.
The senior administrative officers shall
receive remuneration solely from the
Company and not from the controlling
shareholders.		 Article 126 of the
Guidelines for
Articles of
Association
other than
supervisor

shareholde

shall not se
administra
Company.

The senior
officers sha
remunerati

Company a

controlling
224 Addition Article 147The term of office of
the general manager shall be
three years, renewable upon
reappointment.		 The term of office of Article 147The term of office of the
general manager shall be three years,
renewable upon reappointment.		 Article 127 of the
Guidelines for
Articles of
Association
225 Article 114The general manager
shall be accountable to the board of
directors and exercise the following
functions and powers:
(1) to be in charge of the Company’s
production, operation and
management and to organize the
implementation of the resolutions of
the board of directors;
(2) to organize the implementation of
the Company’s annual business plan
and investment plan;
(3) to draft plans for the establishment
of the Company’s internal
management structure;
(4) to establish the Company’s basic
management system;
(5) to formulate basic rules and
regulations for the Company;
(6) to propose the appointment or
dismissal of the Company’s deputy
general manager(s) and the financial
controller;
(7) to appoint or dismiss management
personnel other than those required to
be appointed or dismissed by the
board of directors;
(8) to determine the awards and
punishments, promotion and
demotion, increase/reduction of
salaries, appointment, employment,
resignation, and dismissal of the staff
and workers of the Company;
(9) to act on behalf of the Company
to deal with the material external
affairs in accordance with the
authorization of the board;
(10) other powers conferred by these
articles of association and the board
of directors.
(Article 100 of the Essential Clauses)		 Article 148~~114~~
The general
manager shall be accountable to
the board of directors and exercise
the following functions and
powers:
(1) to be in charge of the
Company’s production, operation
and management and to organize
the implementation of the
resolutions of the board of
directors, and to report to the
board of directors
;
(2) to organize the implementation
of the Company’s annual business
plan and investment plan;
(3) to draft plans for the
establishment of the Company’s
internal management structure;
(4) to establish the Company’s
basic management system;
(5) to formulate basic rules and
regulations for the Company;
(6) to proposeto the board of
directors
the appointment or
dismissal of the Company’s
deputy general manager(s) and the
financial controller;
(7) todetermine the
appointment or dismissal of
~~appoint or dismiss~~
management
personnel other than those
required to be appointed or
dismissed by thedecision of the
board of directors;
(8) to determine the awards and
punishments, promotion and
demotion, increase/reduction of
salaries, appointment,
employment, resignation, and
dismissal of the staff and workers
of the Company;
(9) to act on behalf of the
Company to deal with the material
external affairs in accordance
with the authorization of the
board;
(10) other powers conferred by
these articles of association and
the board of directors.
General manager shall attend
board meetings.
~~(Article 100 of~~
~~the Essential Clauses)~~		 Article 148The general manager shall
be accountable to the board of directors
and exercise the following functions and
powers:
(1) to be in charge of the Company’s
production, operation and management
and to organize the implementation of
the resolutions of the board of directors,
and to report to the board of directors;
(2) to organize the implementation of the
Company’s annual business plan and
investment plan;
(3) to draft plans for the establishment of
the Company’s internal management
structure;
(4) to establish the Company’s basic
management system;
(5) to formulate basic rules and
regulations for the Company;
(6) to propose to the board of directors
the appointment or dismissal of the
Company’s deputy general manager(s)
and the financial controller;
(7) to determine the appointment or
dismissal of management personnel
other than those required to be appointed
or dismissed by the decision of the board
of directors;
(8) to determine the awards and
punishments, promotion and demotion,
increase/reduction of salaries,
appointment, employment, resignation,
and dismissal of the staff and workers of
the Company;
(9) to act on behalf of the Company to
deal with the material external affairs in
accordance with the authorization of the
board;
(10) other powers conferred by these
articles of association and the board of
directors.
General manager shall attend board
meetings.		 Article 128 of the
Guidelines for
Articles of
Association

– I-89 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

226 Addition Article 149
manager sh		 Article 149
manager sh		 Article 149The general manager shall
formulate working rules of the general
manager, and shall be implemented after
being approved by the board of directors.		 Article 129 of the
Guidelines for
Articles of
Association

working ru

manager, a

directors.
227 Addition Article 150
manager’s		 Article 150The general manager’s
working rules shall include the
following:
(1) specifying convening conditions,
procedures and participants of the
general managers’ meeting;
(2) responsibilities and work allocation
of the general managers and other senior
administrative officers of the Company;
(3) use of funds and assets of the
Company, scope of authorization to
enter into material contracts and
reporting policies regarding the board of
directors and the supervisory committee;
(4) other matters which the board of
directors deems necessary.		 Article 130 of the
Guidelines for
Articles of
Association

include the

Company, scope of
authorization to enter into
material contracts and
reporting policies regarding the

board of directors and the
supervisory committee;
(4) other matters which the
board of directors deems
necessary.

(4) other m

board of di
necessary.
228 Addition Article 151
manager m		 Article 151The general manager may
resign before expiry of his/her term of
office. The specific procedures and
methods for the resignation of the
general manager shall be specified in the
employment contract concluded by the
general manager and the Company.		 Article 131 of the
Guidelines for
Articles of
Association

expiry of h

specified in

contract co

general ma

Company.
229 Addition Article 152
manager sh		 Article 152The deputy general manager
shall be nominated by the general
manager and appointed or dismissed by
the board of directors. The deputy
general manager assists the general
manager in his work, and is entrusted by
the general manager to take charge of
relevant work and issue relevant business
documents within his scope of duties.
Where the general manager is incapable
of performing his/her duties, the deputy
general manager may be entrusted by the
general manager to act on behalf of the
general manager.		 Article 132 of the
Guidelines for
Articles of
Association
business documents within his
scope of duties. Where the
general manager is incapable of

performing his/her duties, the
deputy general manager may be

entrusted by the general
manager to act on behalf of the
general manager.

manager to

general ma
230 Adjustment to former article 116 Article 153The general manager and
deputy general managers, in exercising
their functions and powers, shall not
vary the resolutions of general meetings
and board meetings or exceed the scope
of their authorities.
231 Addition Article 154
administra		 If any senior
tive officer violates
nistrative regulations,		 Article 154If any senior administrative
officer violates laws, administrative
regulations, departmental rules, the
Hong Kong Listing Rules or these
articles of association when performing
his/her duties in the Company and causes
losses to the Company, such senior
administrative officer shall be liable for
compensation.		 Article 134 of the
Guidelines for
Articles of
Association
laws, admi

departmental rules, the Hong
Kong Listing Rules or these
articles of association when
performing his/her duties in the

Company and causes losses to
the Company, such senior
administrative officer shall be
liable for compensation.

– I-90 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

232 Addition Article 155
administra		 Article 155
administra		 Article 155
administra		 Article 155Senior administrative
officers of the Company shall faithfully
perform their duties and safeguard the
best interests of the Company and all the
shareholders. If the Company’s senior
administrative officers fail to faithfully
perform their duties or violate their
fiduciary duties, causing damage to the
interests of the Company and public
shareholders, they shall be liable for
compensation in accordance with the
law.		 Article 135 of the
Guidelines for
Articles of
Association
Company s

perform th

safeguard t

be liable fo

accordance
wit
233 CHAPTER 12 GENERAL
MANAGER		 Deletion
234 Article 115The general manager and
deputy general managers may be
present at meetings of the board of
directors. The general manager and
deputy general managers have no
voting rights at the board meetings
unless they are also directors.
(Article 101 of the Essential Clauses)		 Deletion
235 Article 116The general manager and
deputy general managers, in
exercising their functions and powers,
shall not vary the resolutions of
general meetings and board meetings
or exceed the scope of their
authorities.		 Rearranged to be Article 153
236 Article 117The general manager and
deputy general managers, in
performing their functions and powers
shall act honestly and diligently and
in accordance with laws,
administrative regulations and these
articles of association.
(Article 102 of the Essential Clauses)		 Deletion
237 CHAPTER 13 SUPERVISORY
COMMITTEE		 CHAPTER
COMMITT		 9
~~1~~
EE		 ~~3~~
SUPERVISORY		 CHAPTER 9 SUPERVISORY
COMMITTEE
238 SECTION 1 S UPERVISOR SECTION 1 SUPERVISOR
239 Addition Article 156
under whic		 Th Article 156The circumstances under
which a person may not serve as a
director, as prescribed in Article 113 of
these articles of association, shall be
applicable to supervisors.
The directors, general manager and other
senior administrative officers of the
Company shall not act concurrently as
supervisors.		 Article 136 of the
Guidelines for
Articles of
Association
h a

– I-91 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

240 Addition Article 157
shall obser		 Article 157
shall obser		 Article 157The supervisors shall
observe laws, administrative regulations,
the Hong Kong Listing Rules and these
articles of association. They shall
shoulder the obligations of fidelity and
the duties of diligence to the Company,
and shall not accept any bribery or other
illegal income by using his/her powers
and position, or seize the assets of the
Company in any manner.		 Article 137 of the
Guidelines for
Articles of
Association

administra
241 Addition Article 158
shall serve		 Each supervisor
for a term of three
h is renewable upon
upon expiry.		 Article 158Each supervisor shall serve
for a term of three years, which is
renewable upon re-election upon expiry.		 Article 138 of the
Guidelines for
Articles of
Association
years, whic

re-election
242 Addition Article 159 Where the term of
office of supervisors expires and		 Article 159Where the term of office of
supervisors expires and re-election has
not yet been made, or where a supervisor
resigns during his/her term of office
resulting in the number of supervisors
falling below the quorum of the
supervisory committee, the original
supervisor shall continue to perform his/
her duties as supervisor pursuant to the
provisions of laws, administrative
regulations, the Hong Kong Listing
Rules and these articles of association
until the re-elected supervisor assumes
office.		 Article 139 of the
Guidelines for
Articles of
Association

re-election has not yet been
made, or where a supervisor
resigns during his/her term of
office resulting in the number of

supervisors falling below the
quorum of the supervisory
committee, the original
supervisor shall continue to
perform his/her duties as
supervisor pursuant to the
provisions of laws,
administrative regulations, the
Hong Kong Listing Rules and
these articles of association until

these articl
the re-elect ed supervisor
fice.

assumes of
243 Addition Article 160
ensure that		 Article 160A supervisor shall ensure
that the information disclosed by the
Company is true, accurate and complete
and he/she shall provide signed written
confirmation on the periodical reports.		 Article 140 of the
Guidelines for
Articles of
Association

he/she shall provide signed
written confirmation on the
periodical reports.
244 Addition Article 161
attend boa		 Article 161Supervisors shall attend
board meetings and may raise queries or
proposals regarding resolutions at such
meetings.		 Article 141 of the
Guidelines for
Articles of
Association

regarding

meetings.
245 Addition Article 162Supervisors shall
not prejudice the interests of the		 Article 162Supervisors shall not
prejudice the interests of the Company
by means of their connected relationship,
and they shall be liable for compensation
for any loss caused to the Company.		 Article 142 of the
Guidelines for
Articles of
Association

Company by means of their
connected relationship, and they

shall be lia
ble for compensation

for any los
s caused to the

Company.
246 Addition Article 163
violated th		 If supervisors have
e provisions of any
nistrative regulations,		 Article 163If supervisors have violated
the provisions of any laws,
administrative regulations, departmental
rules, the Hong Kong Listing Rules or
these articles of association in the course
of performing their duties, resulting in
losses to the Company, they shall be
liable for compensation.		 Article 143 of the
Guidelines for
Articles of
Association

laws, admi

departmental rules, the Hong
Kong Listing Rules or these
articles of association in the
course of performing their
duties, resulting in losses to the
Company, they shall be liable
for compensation.

– I-92 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

247 Addition SECTION 2 SUPERVISORY
COMMITTEE		 SECTION 2 SUPERVISORY
COMMITTEE
248 Article 118The Company shall have
a supervisory committee to exercise
supervision over the board and its
members and other senior
management officers including
general manager and deputy general
manager.
(Article 103 of the Essential Clauses)
Article 119The supervisory
committee shall be composed of 5
supervisors. The term of office of
supervisors shall be three (3) years
renewable upon re-election and
reappointment.
The supervisory committee shall have
one chairman who is subject to
election or removal with the consent
of over two-thirds of the members of
the supervisory committee. The term
of office of the chairman shall be
three (3) years renewable upon
re-election and re-appointment.
(Article 104 of the Essential Clauses)
Article 120The supervisory
committee shall comprise of 2
independent supervisors,1
representative of shareholders and 2
representatives of staff and workers
of the Company ,where the external
supervisors shall account for over half
of the number of members of the
supervisory committee. The
independent supervisors and
representatives of shareholders shall
be elected or removed by the
shareholders in general meeting. The
representatives of staff and workers
shall be elected or removed
democratically by the staff and
workers of the Company.
(Article 105 of the Essential Clauses)		 ~~Article 118 The Company shall~~
~~have a supervisory committee to~~
~~exercise supervision over the~~
~~board and its members and other~~
~~senior management officers~~
~~including general manager and~~
~~deputy general manager.~~
~~(Article 103 of the Essential~~
~~Clauses)~~
~~Article 119 The supervisory~~
~~i hll b d f 5~~		 Article 164The Company shall establish
a supervisory committee consisting of
three supervisors, with two representing
the shareholders and one representing
the employees.
One supervisor shall act as the chairman.
The election of the chairman of the
supervisory committee shall be
determined by half or more of the
members of the supervisory committee.
The meetings of the supervisory
committee shall be presided over and
chaired by the chairman of the
supervisory committee. If the chairman
of the supervisory committee is unable
or fails to perform his/her duties, such
meeting shall be convened and presided
over by a supervisor elected by half or
more of the supervisors.
The supervisor representing the
employees shall be elected by employees
of the Company through the employee
representative assembly, employee
general assembly, or other forms of
democratic elections.		 Article 144 of the
Guidelines for
Articles of
Association
~~commttee sa e compose o~~
~~i h f ffi f~~
~~supervsors. Te term o oce o~~
~~supervisors shall be three (3)~~
~~years renewable upon re-election~~
~~and reappointment.~~
~~The supervisory committee shall~~
~~h hi h i b~~
~~ave one carman wo s suject~~
~~to election or removal with the~~
~~consent of over two-thirds of the~~
~~members of the supervisory~~
~~committee. The term of office of~~
~~the chairman shall be three (3)~~
~~years renewable upon re-election~~
~~and re-appointment.~~
~~(Article 104 of the Essential~~
~~Clauses)~~
~~Article 120 The supervisory~~
~~committee shall comprise of 2~~
~~independent supervisors,1~~
~~i f hhld d~~
~~representatve o sareoers an~~
~~2 representatives of staff and~~
~~workers of the Company ,where~~
~~the external supervisors shall~~
~~account for over half of the~~
~~number of members of the~~
~~supervisory committee. The~~
~~independent supervisors and~~
~~representatives of shareholders~~
~~hll b ld d b h~~
~~sa e eecte or remove y te~~
~~shareholders in general meeting.~~
~~The representatives of staff and~~
~~workers shall be elected or~~
~~removed democratically by the~~
~~ff d k f h~~
~~sta an w~~
~~Ail 1~~
~~(rtce 0~~
~~Clauses)~~
Article 164
establish a

committee

committee shall be presided
over and chaired by the
chairman of the supervisory
committee. If the chairman of
the supervisory committee is
unable or fails to perform his/
her duties, such meeting shall be

convened and presided over by
a supervisor elected by half or
more of the supervisors.
The supervisor representing the

employees shall be elected by
employees of the Company
through the employee
representative assembly,
employee general assembly, or
other forms of democratic
elections.

– I-93 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

249 Article 121The directors, general
manager, deputy general managers
and financial controller shall not act
concurrently as supervisors. (Article
106 of the Essential Clauses)		 De letion
250 Article 122A regular supervisory
committee meeting shall be convened
by the chairman of the supervisory
committee at least twice every year.
(Article 107 of the Essential Clauses)		 De letion
251 Article 123The supervisory
committee shall be accountable to the
Shareholders’ general meeting and
exercise the following functions and
powers in accordance with law:
(1) to examine the Company’s
financial situation;
(2) to supervise the directors, general
manager, deputy general managers
and other senior administrative
officers to see whether they act in
contradiction with the laws,
administrative regulations and these
articles of association;
(3) to demand rectification from a
director, the manager, deputy
managers or any other senior
administrative officer when the acts
of such persons are harmful to the
Company’s interest;
(4) to check the financial information
such as the financial report, business
report and plans for distribution of
profits to be submitted by the board
of directors to the Shareholders’
general meetings and, should any
queries arise, to authorize, in the
name of the Company, a
reexamination by the public certified
accountants and practising auditors of
the Company for the time being;
(5) to propose to convene a
shareholders’ extraordinary general
meeting;
(6) to represent the Company in
negotiation with or bringing an action
against a director;
(7) other functions and powers
specified in these articles of
association.
Members of the supervisory
committee shall be present at
meetings of the board of directors.
(Article 108 of the Essential Clauses)		 Ar
co
the
an
fun
acc
(1)
wr		 Article 165The supervisory committee
shall be accountable to the Shareholders’
general meeting and exercise the
following functions and powers in
accordance with law:
(1) to review and provide a written
review of the Company’s periodic
reports prepared by the board of
directors;
(2) to examine the Company’s financial
situation;
(3) to supervise the conduct of directors,
and senior administrative officers and to
propose to remove directors and senior
administrative officers who act in
contradiction with the laws,
administrative regulations, the Hong
Kong Listing Rules, these articles of
association or resolution of the
Shareholders’ general meeting;
(4) to demand rectification from a
director or any senior administrative
officer when the acts of such persons are
harmful to the Company’s interest;
(5) to propose to convene a shareholders’
extraordinary general meeting, and
convene and preside over the
Shareholders’ general meeting when the
board of directors does not fulfill its
duty to convene and preside over the
Shareholders’ general meeting as
stipulated in the Company Law;
(6) to make proposals to the
Shareholders’ general meeting;
(7) to institute legal proceedings against
directors and senior administrative
officers in accordance with the Company
Law;
(8) to conduct investigations in case of
any irregularity identified, and, if
necessary, to engage professional
institutions (such as accounting or law
firms) to assist in its work at the expense
of the Company;
(9) other functions and powers specified
in laws, regulations, the Hong Kong
Listing Rules or these articles of
association.		 Article 145 of the
Guidelines for
Articles of
Association

– I-94 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(8) to conduct investigations in
case of any irregularity
identified, and, if necessary, to
engage professional institutions
(such as accounting or law
firms) to assist in its work at the		 (8) to conduct investigations in
case of any irregularity
identified, and, if necessary, to
engage professional institutions
(such as accounting or law
firms) to assist in its work at the		 (8) to conduct investigations in
case of any irregularity
identified, and, if necessary, to
engage professional institutions
(such as accounting or law
firms) to assist in its work at the		 (8) to conduct investigations in
case of any irregularity
identified, and, if necessary, to
engage professional institutions
(such as accounting or law
firms) to assist in its work at the		 (8) to conduct investigations in
case of any irregularity
identified, and, if necessary, to
engage professional institutions
(such as accounting or law
firms) to assist in its work at the

firms) to as

expense of

these articles o
~~b f h~~
~~Memers o t~~
~~i hl~~
~~commttee sa~~
~~i f h~~		 ~~e~~
~~b~~
~~meetngs o te~~
~~Ail 1 f~~		 ~~o~~
~~h~~		 ~~ar o rectors.~~
~~Essential~~
~~(rtce 08 o~~
~~Clauses)~~		 ~~te~~
252 Article 124The decisions of the
supervisory committee shall be made
by the affirmative vote of two-thirds
or more of the supervisors.
(Article 109 of the Essential Clauses)		 Article 166~~124~~
committee sha		 Th e supervisory
eet at least
nths.
propose the
nterim
ittee meeting.
e supervisory
made by the
more than
~~more~~
~~o~~f the
~~Essential~~		 Article 166The supervisory committee
shall meet at least once every six
months. Supervisors may propose the
convening of an interim supervisory
committee meeting.
The decisions of the supervisory
committee shall be made by the
affirmative vote of more than half of the
supervisors.		 Article 146 of the
Guidelines for
Articles of
Association

ll m
once every six mo

Supervisors m
ay

convening of a
n i

supervisory co
mm

The
com
affir
half
decisions o
mittee shal
mative vot

~~hid~~
f th
l be
e of
~~or~~
~~h~~
~~(rtce 0~~
~~Clauses)~~		 ~~o~~ ~~te~~
253 Article 125All reasonable fees
incurred in respect of the employment
of professionals such as lawyers,
certified public accountants or
practising auditors for the time being
as are required by the supervisory
committee in exercising its functions
and powers shall be borne by the
Company.
(Article 110 of the Essential Clauses)		 Deletion
254 Article 126A supervisor shall carry
out his duties honestly and faithfully
in accordance with laws,
administrative regulations and these
articles of association.
(Article 111 of the Essential Clauses)		 Deletion
255 Addition Article 167
committee		 Th e supervisory
ll formulate rules		 Article 167The supervisory committee
shall formulate rules of procedures of
the supervisory committee and specify
the method for conducting business and
the voting procedures of the supervisory
committee, so as to ensure the working
efficiency and scientific decision making
of the supervisory committee. Such rules
of procedures of the supervisory
committee shall be prepared by the
supervisory committee, approved by the
Shareholders’ general meeting and
attached to these articles of association
as an appendix.		 Article 147 of the
Guidelines for
Articles of
Association

sha
of procedures of the supervisory

committee and

supervisory committee, so as to
ensure the working efficiency
and scientific decision making
of the supervisory committee.
Such rules of procedures of the
supervisory committee shall be
prepared by the supervisory
committee, approved by the
Shareholders’ general meeting
and attached to these articles of
association as an appendix.

– I-95 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

256 Addition Article 168
committee		 Article 168
committee		 Article 168The supervisory committee
shall record the decisions made during
the meeting in the minutes of meetings,
and supervisors present shall sign on
such minutes.
Supervisors shall have the right to
request that certain explanations in his/
her speech at the meeting to be recorded
in the minutes. Minutes of meetings of
the supervisory committee shall be kept
as corporate records for a period of not
less than ten years.		 Article 148 of the
Guidelines for
Articles of
Association
decisions m

meeting in

meetings, a

present sha

to request that certain
explanations in his/her speech
at the meeting to be recorded in

the minute
s. Minutes of
f the supervisory
shall be kept as
ecords for a period
than ten years.
meetings o

committee

corporate r

of not less
257 Addition Article 169 A notice of meeting
of the supervisory committee
shall include the following:
(1) date, venue and duration of
the meeting;
(2) matters and agenda;
(3) date of issue of the notice.		 Article 169A notice of meeting of the
supervisory committee shall include the
following:
(1) date, venue and duration of the
meeting;
(2) matters and agenda;
(3) date of issue of the notice.		 Article 149 of the
Guidelines for
Articles of
Association
258 CHAPTER 14 THE
QUALIFICATIONS AND DUTIES
OF THE DIRECTORS,
SUPERVISORS, GENERAL
MANAGER, DEPUTY GENERAL
MANAGERS AND OTHER
SENIOR ADMINISTRATIVE
OFFICERS OF THE COMPANY		 Deletion

– I-96 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

259 Article 127A person may not serve
as a director, supervisor, general
manager, deputy general manager and
any other senior administrative officer
of the Company if any of the
following circumstances apply:
(1) a person without capacity for civil
conduct or with restricted capacity for
civil conduct;
(2) a person who has committed an
offence of corruption, bribery,
infringement of property,
misappropriation of property or
sabotaging the social economic order
and has been punished because of
committing such offence; or who has
been deprived of his political rights,
in each case where less than five (5)
years have elapsed since the date of
the completion of implementation of
his punishment;
(3) a person who is a former director,
factory manager or manager of a
company or enterprise which has
entered into insolvent liquidation
because of mismanagement and is
personally liable for the insolvency of
such company or enterprise, where
less than three (3) 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
license revoked due to a violation of
the law and who incurred personal
liability, where less than three (3)
years has elapsed since the date of the
revocation of the business license;
(5) a person who has a relatively large
amount of debts due and outstanding;
(6) a person who is under criminal
investigation or prosecution by
judicial organs for violation of the
criminal law which is not yet
concluded;
(7) a person who is not eligible for
enterprise leadership according to
laws and administrative regulations;
(8) a non-natural person;
(9) a person who is convicted of
contravention of provisions of
relevant securities regulations by a
relevant competent authority, and
such conviction involves a finding
that he has acted fraudulently or
dishonestly, where less than five (5)
years has elapsed since the date of the
conviction.
(Article 112 of the Essential Clauses)		 Deletion

– I-97 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

260 Article 128The validity of an act of a
director, general manager, deputy
general manager or other senior
administrative officer on behalf of the
Company is not, vis-a-vis a bona fide
third party, affected by any
irregularity in his office, election or
any defect in his qualification.
(Article 113 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
261 Article 129In addition to the
obligations imposed by laws,
administrative regulations or required
by the listing rules of the stock
exchange on which shares of the
Company are listed, each of the
Company’s directors, supervisors,
general manager, deputy general
managers and other senior
administrative officers owes a duty to
each shareholder, in the exercise of
the functions and powers of the
Company entrusted to him:
(1) not to cause the Company to
exceed the scope of business
stipulated in its business licence;
(2) to act honestly in the best interests
of the Company;
(3) not to expropriate in any guise the
Company’s property, including
(without limitation) usurpation of
opportunities advantageous to the
Company;
(4) not to expropriate the individual
rights of shareholders, including
(without limitation) rights to
distribution and voting rights, save
pursuant to a restructuring of the
Company submitted to shareholders
for approval in accordance with these
articles of association.
(Article 114 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
262 Article 130Each of the Company’s
directors, supervisors, general
manager, deputy general managers
and other senior administrative
officers owes a duty, in the exercise
of his powers and discharge of his
duties, to exercise the care, diligence
and skill that a reasonably prudent
person would exercise in comparable
circumstances.
(Article 115 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.

– I-98 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

263 Article 131Each of the Company’s
directors, supervisors, general
manager, deputy general managers
and other senior administrative
officers shall exercise his powers or
carry on his duties in accordance with
the principle of fiduciary; and shall
not put himself in a position where
his duty and his interest may conflict.
This principle includes (without
limitation) discharging the following
obligations:
(1) to act honestly in the best interests
of the Company;
(2) to exercise powers within the
scope of his powers and not to exceed
those powers;
(3) to exercise the discretion vested in
him personally and not to allow
himself to act under the control of
another and, unless and to the extent
permitted by laws, administrative
regulations or with the informed
consent of shareholders given in
general meeting, not to delegate the
exercise of his discretion;
(4) to treat shareholders of the same
class equally and to treat shareholders
of different classes fairly;
(5) except in accordance with these
articles of association or with the
informed consent of shareholders
given in general meeting, not to enter
into any contract, transaction or
arrangement with the Company;
(6) without the informed consent of
shareholders given in general
meeting, not to use the Company’s
property for his own benefit;
(7) not to exploit his position to
accept bribes or other illegal income
or expropriate the Company’s
property by any means, including
(without limitation) opportunities
advantageous to the Company;
(8) without the informed consent of
shareholders given in general
meeting, not to accept commissions in
connection with the Company’s
transactions;
(9) to abide by these articles of
association, execute his official duties
faithfully and protect the Company’s
interests, and not to exploit his
position and power in the Company to
advance his own private interests;
(10) not to compete with the
Company in any way unless with the
informed consent of shareholders
given in general meeting;
(11) not to misappropriate the
Company’s funds or lend such funds
to others;		 Deletion The Essential
Clauses are
repealed.

– I-99 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(12) unless otherwise permitted by
informed shareholders in general
meeting, to keep in confidence
information acquired by him in the
course of and during his tenure and
not to use the information other than
in furtherance of the interests of the
Company, save that disclosure of such
information to the court or other
governmental authorities is permitted
if
(i) disclosure is made under
compulsion of law;
(ii) the interests of the public require
disclosure;
(iii) the interests of the relevant
director, supervisor, general manager,
deputy general manager or other
senior administrative officers require
disclosure.
(Article 116 of the Essential Clauses)
264 Article 132Each director, supervisor,
general manager, deputy general
manager or other senior
administrative officer of the Company
shall not cause the following persons
or institutions (“associates”) to do
what he is prohibited from doing:
(1) the spouse or minor child of that
director, supervisor, general manager,
deputy general manager or other
senior administrative officer;
(2) a person acting in the capacity of
trustee of that director, supervisor,
general manager, deputy general
manager or other senior
administrative officer or any person
referred to in the preceding sub-
paragraph (1);
(3) a person acting in the capacity of
partner of that director, supervisor,
general manager, deputy general
manager or other senior
administrative officer or any person
referred to in sub-paragraphs (1) and
(2) of this Article;
(4) a company in which that director,
supervisor, general manager, deputy
general manager or other senior
administrative officer, alone or jointly
with one or more persons referred to
in sub-paragraphs (l), (2) and (3) of
this Article and other directors,
supervisors, general manager, deputy
general managers and other senior
administrative officers have a de facto
controlling interest;
(5) the directors, supervisors, general
manager, deputy general managers
and other senior administrative
officers of the controlled company
referred to in the preceding sub-
paragraph (4).
(Article 117 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.

– I-100 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

265 Article 133The fiduciary duties of
the directors, supervisors, general
manager, deputy general managers
and other senior administrative
officers of the Company do not
necessarily cease with the termination
of their tenure. The duty of
confidence in relation to trade secrets
of the Company survives the
termination of their tenure. Other
duties may continue for such period
as fairness may require depending on
the time lapse between the
termination and the act concerned and
the circumstances under which the
relationships between them and the
Company are terminated.
(Article 118 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
266 Article 134The director, supervisor,
general manager, deputy general
manager or other senior
administrative officer of the Company
may be relieved of liability for
specific breaches of his duty by the
informed consent of shareholders
given at a general meeting. However,
circumstances as specified in Article
58 shall be excluded.
(Article 119 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
267 Article 135Where a director,
supervisor, general manager, deputy
general manager or other senior
administrative officer of the Company
is in any way, directly or indirectly,
materially interested in a contract,
transaction or arrangement or
proposed contract, transaction or
arrangement with the Company, (other
than his contract of service with the
Company), he shall declare the nature
and extent of his interests to the board
of directors at the earliest opportunity,
whether or not the contract,
transaction or arrangement or
proposal therefor is otherwise subject
to the approval of the board of
directors.
Unless the interested director,
supervisor, general manager, deputy
general manager or other senior
administrative officer discloses his
interests in accordance with this
Article and the contract, transaction
or arrangement is approved by the
board of directors at a meeting in
which the interested director,
supervisor, general manager, deputy
general manager or other senior
administrative officer is not counted
in the quorum and refrains from
voting, a contract, transaction or
arrangement in which that director,
supervisor, general manager, deputy
general manager or other senior
administrative officer is materially
interested is voidable at the instance
of the Company except as against a
bona fide party thereto acting without
notice of the breach of duty by the
interested director, supervisor, general
manager, deputy general manager or
other senior administrative officer.		 Deletion The Essential
Clauses are
repealed.

– I-101 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

For the purposes of this Article, a
director, supervisor, general manager,
deputy general manager or other
senior administrative officer of the
Company is deemed to be interested
in a contract, transaction or
arrangement in which an associate of
him is interested.
(Article 120 of the Essential Clauses)
268 Article 136Where a director,
supervisor, general manager, deputy
general manager or other senior
administrative officer of the Company
gives to the board of directors a
general notice in writing stating that,
by reason of the facts specified in the
notice, he is interested in contracts,
transactions or arrangements of any
description which may subsequently
be made by the Company, that notice
shall be deemed for the purposes of
the preceding Article to be a
sufficient declaration of his interests,
so far as the content stated in such
notice is concerned, provided that
such general notice shall have been
given before the date on which the
question of entering into the relevant
contract, transaction or arrangement
is first taken into consideration on
behalf of the Company.
(Article 121 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
269 Article 137The Company shall not in
any manner pay taxes for or on behalf
of a director, supervisor, general
manager, deputy general manager or
other senior administrative officer.
(Article 122 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
270 Article 138The Company shall not
directly or indirectly make a loan to
or provide any guarantee in
connection with the making of a loan
to a director, supervisor, general
manager, deputy general manager or
other senior administrative officer of
the Company or of the Company’s
holding company or any of their
respective associates.
However, the following transactions
are not subject to such prohibition:
(1) the provision by the Company of a
loan or a guarantee of a loan to a
company which is a subsidiary of the
Company;
(2) the provision by the Company of a
loan or a guarantee in connection with
the making of a loan or any other
funds to any of its directors,
supervisors, general manager, deputy
general managers and other senior
administrative officers to meet
expenditure incurred or to be incurred
by him for the purposes of the
Company or for the purpose of
enabling him to perform his duties
properly, in accordance with the terms
of a service contract approved by the
shareholders in general meeting;		 Deletion The Essential
Clauses are
repealed.

– I-102 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(3) the Company may make a loan to
or provide a guarantee in connection
with the making of a loan to any of
the relevant directors, supervisors,
general manager, deputy general
managers and other senior
administrative officers or their
respective associates in the ordinary
course of its business on normal
commercial terms, provided that the
ordinary course of business of the
Company includes the lending of
money or the giving of guarantees.
(Article 123 of the Essential Clauses)
271 Article 139A loan made by the
Company in breach of the preceding
Article shall be forthwith repayable
by the recipient of the loan regardless
of the terms of the loan.
(Article 124 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
272 Article 140A guarantee for
repayment of loan provided by the
Company in breach of Article 138(1)
shall not be enforceable against the
Company, unless:
(1) the guarantee was provided in
connection with a loan to an associate
of any of the directors, supervisors,
general manager, deputy general
managers and other senior
administrative officers of the
Company or of the Company’s
holding company and at the time the
loan was advanced the lender did not
know the relevant circumstances; or
(2) the collateral provided by the
Company has been lawfully disposed
of by the lender to a bona fide
purchaser.
(Article 125 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
273 Article 141For the purposes of the
foregoing provisions of this Chapter,
a “guarantee” includes an undertaking
or property provided to secure the
performance of obligations by the
obligor.
(Article 126 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.

– I-103 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

274 Article 142In addition to any rights
and remedies provided by the laws
and administrative regulations, where
a director, supervisor, general
manager, deputy general manager or
other senior administrative officer of
the Company is in breach of his duties
to the Company, the Company has a
right to:
(1) claim damages from the director,
supervisor, general manager, deputy
general manager or other senior
administrative officer in
compensation for losses sustained by
the Company as a result of such
breach;
(2) rescind any contract or transaction
entered into by the Company with the
director, supervisor, general manager,
deputy general manager or other
senior administrative officer or with a
third party (where such third party
knows or should know that there is
such a breach of duties by such
director, supervisor, general manager,
deputy general manager or other
senior administrative officer);
(3) demand an account of the profits
made by the director, supervisor,
general manager, deputy general
manager or other senior
administrative officer in breach of his
duties;
(4) recover any monies received by
the director, supervisor, general
manager, deputy general manager or
other senior administrative officer to
the use of the Company, including
(without limitation) commissions; and
(5) demand payment of the interest
earned or which may have been
earned by the director, supervisor,
general manager, deputy general
manager or other senior
administrative officer on the monies
that should have been paid to the
Company.
(Article 127 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.

– I-104 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

275 Article 143The Company shall, with
the prior approval of shareholders in
general meeting, enter into a contract
in writing with a director or
supervisor wherein his emoluments
are stipulated. The aforesaid
emoluments include:
(1) emoluments in respect of his
service as director, supervisor or
senior administrative officer of the
Company;
(2) emoluments in respect of his
service as director, supervisor or
senior administrative officer of any
subsidiary of the Company;
(3) emoluments in respect of the
provision of other services in
connection with the management of
the affairs of the Company and any of
its subsidiaries;
(4) payment by way of compensation
for loss of office, or as consideration
for or in connection with his
retirement from office.
Except under a contract entered into
in accordance with the foregoing, no
proceedings may be brought by a
director or supervisor against the
Company for anything due to him in
respect of the matters mentioned in
this Article.
(Article 128 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
276 Article 144The contract concerning
the emoluments between the
Company and its directors or
supervisors should provide that in the
event of a takeover of the Company,
the Company’s directors and
supervisors shall, subject to the prior
approval of the shareholders in
general meeting, have the right to
receive compensation or other
payment in respect of his loss of
office or retirement. A takeover of the
Company referred to in this paragraph
means any of the following:
(1) an offer made by any person to the
general body of shareholders;
(2) an offer made by any person with
a view to the offeror becoming a
“controlling shareholder” within the
meaning of Article 59.
If the relevant director or supervisor
does not comply with this Article, any
sum so received by him shall belong
to those persons who have sold their
shares as a result of the said offer
made. The expenses incurred in
distributing that sum pro rata amongst
those persons shall be borne by the
relevant director or supervisor and not
paid out of that sum.
(Article 129 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.

– I-105 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

277 CHAPTER 8 FINANCIAL AND
ACCOUNTING SYSTEMS AND
PROFIT DISTRIBUTION		 CHAPTER
 ~~8~~
1		 0 FI NANCIAL
NG
ROFIT
AND		 CHAPTER 8 FINANCIAL AND
ACCOUNTING SYSTEMS, PROFIT
DISTRIBUTION AND AUDITING
AND ACCO U NTI
SYSTEMS
~~A~~
DISTRIBU		 ~~D~~
~~,~~P
N
~~N~~
TIO
AUDITING
278 Addition SECTION 1 F INA NCIAL AND
YSTEMS		 SECTION 1 FINANCIAL AND
ACCOUNTING SYSTEMS
ACCOUNT IN G S
279 Article 145The Company shall
establish its financial and accounting
systems and internal audit system in
accordance with laws, administrative
regulations and PRC accounting
standards formulated by the finance
regulatory department of the State
Council.
(Article 130 of the Essential Clauses)		 Article 170~~145~~
The Company
shall establish its financial and
accounting systems~~and internal~~
~~audit system~~
~~i~~n accordance with
laws, administrative regulations
andregulations of relevant
national departments.
~~PRC~~
~~accounting standards formulated~~
~~by the finance regulatory~~
~~department of the State Council~~
.
~~(Article 130 of the Essential~~
~~Clauses)~~		 ~~45~~
 Article 170The Company shall establish
its financial and accounting systems in
accordance with laws, administrative
regulations and regulations of relevant
national departments.		 Article 150 of the
Guidelines for
Articles of
Association
~~epartment o t~~
~~Ail 1 f~~
~~(rtce 30 o~~
~~Clauses)~~
280 Article 146At the end of each fiscal
year, the Company shall prepare a
financial report which shall be audited
as provided by the law.
A financial report of the Company is
comprised of financial and accounting
reports and the attached statements as
the following:
(1) Balance sheet;
(2) Profit and loss statement
(3) Statement of changes in position;
(4) Financial situation statement;
(5) Profit distribution statement.
(Article 131 of the Essential Clauses)		 Article 171~~146~~

fiscal year, the
prepare a finan
shall be audited
accountants fir		 At the end of each
Company shall
cial report which
by an
m
as provided by
of the Company
with the
ndar year, i.e.
1 to December 31		 Article 171At the end of each fiscal
year, the Company shall prepare a
financial report which shall be audited
by an accountants firm as provided by
the law.
The fiscal year of the Company shall
coincide with the Gregorian calendar
year, i.e. from January 1 to December 31
on the Gregorian calendar. The
Company’s accounts shall be prepared in
Chinese with RMB as the reporting
currency.
the law.
The fiscal year

shall coincide
Gregorian cale

from January

on the Gregorian calendar. The
Company’s accounts shall be
prepared in Chinese with RMB
as the reporting currency.
~~A~~
~~fiil f h i~~
~~nanca report o te Company s~~
~~comprised of financial and~~
~~accounting reports and the~~
~~attached statements as the~~
~~following:~~
~~(1) Balance sheet;~~
~~(2) Profit and loss statement~~
~~(3) Statement of changes in~~
~~position;~~
~~(4) Financial situation statement;~~
~~(5) Profit distribution statement.~~
~~(Article 131 of the Essential~~
~~Clauses)~~
281 Article 147The board of directors of
the Company shall place before the
shareholders at every annual general
meeting such financial reports as are
required by any laws, administrative
regulations or directives promulgated
by competent regional and central
governmental authorities to be
prepared by the Company.
(Article 132 of the Essential Clauses)		 Article 172~~147~~
The board of
directors of the Company shall
place before the shareholders at
every annual general meeting
such financial reports as are
required by any laws,
~~administrative~~
~~r~~egulations,
~~or~~
directives promulgated by
competent regional and central
governmental authoritiesand the
regulatory rules of the place
where the Company’s shares
are listed
to be prepared by the
Company.
~~(Article 132 of the Essential~~
~~Clauses)~~		 Article 172The board of directors of the
Company shall place before the
shareholders at every annual general
meeting such financial reports as are
required by any laws, regulations,
directives promulgated by competent
regional and central governmental
authorities and the regulatory rules of
the place where the Company’s shares
are listed to be prepared by the
Company.		 Amendments to the
details.

– I-106 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

282 Article 148The Company’s financial
reports shall be made available for
shareholders’ inspection at the
Company twenty (20) days before the
date of every shareholders’ annual
general meeting. Each shareholder
shall be entitled to obtain a copy of
the financial reports referred to in this
Chapter.
The Company shall deliver or send
the said reports to each shareholder of
Overseas-Listed Foreign-Invested
Shares by prepaid mail at the address
registered in the register of
shareholders to review not later than
twenty-one (21) days before the date
of every annual general meeting of
shareholders.
(Article 133 of the Essential Clauses)		 Article 173~~148~~
The Company’s
financial reports shall be made
available for shareholders’
inspection at the Company twenty
~~(20)~~
~~d~~ays before the date of every
shareholders’ annual general
meeting. Each shareholder shall
be entitled to obtain a copy of the
financial reports referred to in this
Chapter.
The Company shall deliver or
send the said reports to each
shareholder of Overseas-Listed
Foreign-Invested Shares by
prepaid mail at the address
registered in the register of
shareholders to review not later
than twenty-one~~(21)~~
~~d~~ays before
the date of every annual general
meeting of shareholders.Subject
to the fulfillment of the
conditions of laws, regulations
and the Hong Kong Listing
Rules, the Company may send
the said reports to the holders
of H shares via electronic means		 Article 173The Company’s financial
reports shall be made available for
shareholders’ inspection at the Company
twenty days before the date of every
shareholders’ annual general meeting.
Each shareholder shall be entitled to
obtain a copy of the financial reports
referred to in this Chapter.
The Company shall deliver or send the
said reports to each shareholder of
Overseas-Listed Foreign-Invested Shares
by prepaid mail at the address registered
in the register of shareholders to review
not later than twenty-one days before the
date of every annual general meeting of
shareholders. Subject to the fulfillment
of the conditions of laws, regulations
and the Hong Kong Listing Rules, the
Company may send the said reports to
the holders of H shares via electronic
means or otherwise, or do so in the form
of an announcement (including
publication on the Company’s website or
the website of Hong Kong Stock
Exchange).		 Amendments to the
details.
or otherwise, or do so in the
form of an announcement
(including publication on the
Company’s website or the
website of Hong Kong Stock
Exchange).
~~(Article 133 of the Essential~~
~~Clauses)~~
283 Article 149The financial statements
of the Company shall, in addition to
being prepared in accordance with
PRC accounting standards and
regulations, be prepared in accordance
with either international accounting
standards, or that of the place outside
the PRC where the Company’s shares
are listed. If there is any material
difference between the financial
statements prepared respectively in
accordance with the two accounting
standards, such difference shall be
stated in the financial statements.
When the Company is to distribute its
after-tax profits, the lower of the
after-tax profits as shown in the two
financial statements shall be adopted.
(Article 134 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
284 Article 150Any interim results or
financial information published or
disclosed by the Company must also
be prepared and presented in
accordance with PRC accounting
standards and regulations, and also in
accordance with either international
accounting standards or that of the
overseas place where the Company’s
shares are listed.
(Article 135 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.

– I-107 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

285 Article 151The Company shall
publish its financial reports twice
every fiscal year, that is, the interim
financial report shall be published
within sixty (60) days after the
expiration of the first six (6) months
of each fiscal year; the annual
financial report shall be published
within one hundred and twenty (120)
days after the expiration of each fiscal
year. (Article 136 of the Essential
Clauses)		 Deletion The Essential
Clauses are
repealed.
286 Article 152The Company shall not
keep accounts other than those
provided by law.
(Article 137 of the Essential Clauses)		 Article 174~~152~~
The Company
shall not keep accounts other than
those provided by law.
The asset of the Company shall
not be deposited in any account
opened in the name of any
individual.
~~(Article 137 of the Essential~~
~~Clauses)~~		 Article 174The Company shall not keep
accounts other than those provided by
law.
The asset of the Company shall not be
deposited in any account opened in the
name of any individual.		 Article 152 of the
Guidelines for
Articles of
Association
287 Article 153The Company shall
implement an internal auditing
system, and establish an internal
auditing organization or provide
internal auditing personnel to
undertake the internal auditing and
supervision over the Company’s
income and expenses and other
economic activities under the
leadership of the board of directors.		 Deletion The Essential
Clauses are
repealed.
288 Article 154The Company’s after-tax
profit shall be allocated in accordance
with the following order:
(1) making up for losses;
(2) allocation to the statutory surplus
reserve fund;
(3) allocation to the statutory public
welfare fund;
(4) allocation to the discretionary
surplus reserve fund;
(5) payment of dividends in respect of
ordinary shares.		 Deletion The Essential
Clauses are
repealed.
289 Article 155The common reserve of
the Company comprises the surplus
reserve and capital common reserve.
The surplus reserve includes statutory
surplus reserve and discretionary
surplus reserve.		 Deletion The Essential
Clauses are
repealed.

– I-108 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

290 Article 156When distributing each
year’s after-tax profits, the Company
shall set aside 10% of its after-tax
profits for the statutory surplus
reserve fund (except where the fund
has reached 50% of the Company’s
registered capital) and 5% to 10% of
its after-tax profit for the statutory
public welfare fund of the Company.
When the Company’s statutory
surplus reserve fund is not sufficient
to make up for the Company’s losses
of the previous year, current year
profits shall be used to make good the
losses before allocations are set aside
for the statutory surplus reserve fund
and the statutory public welfare fund
in accordance with the provisions of
the preceding paragraph.
The shareholders in general meeting
may resolve to transfer any amount
from the after-tax profit of the
Company to the discretionary surplus
reserve fund after transferring the
requisite amount to the statutory
surplus reserve fund.
After the Company has made good its
losses and made allocations to its
surplus reserve fund and statutory
public welfare fund, the remaining
profits could be available for
distribution to shareholder in
proportion to the number of shares
held by the shareholders.
In the event that the general meeting
or the board violates the rule set out
above, any profit distributed to the
shareholders prior to offsetting loss of
the Company and allocating to the
statutory surplus reserve fund and
statutory public welfare fund shall be
returned to the Company.		 Article 175~~156~~
When distributing
each year’s after-tax profits, the
Company shall set asideten
percent
~~10%~~
of its after-tax
profits for the statutory~~surplus~~
reserve fund (except where the
fund has reachedfifty percent
~~50%~~
of the Company’s registered
capital)~~and 5% to 10% of its~~
~~after-tax profit for the statutory~~
~~public welfare fund of the~~
~~Company~~
~~.~~
When the Company’s statutory
~~surplus~~
reserve fund is not
sufficient to make up for the
Company’s losses of the previous
year, current year profits shall be
used to make good the losses
before allocations are set aside for
~~the statutory surplus reserve fund~~
~~and~~
~~t~~he statutory public welfare
fund in accordance with the
provisions of the preceding
paragraph.
The shareholders in general
meeting may resolve to transfer
any amount from the after-tax
profit of the Company to the
discretionary~~surplus~~
reserve fund
after transferring the requisite
amountfrom the after-tax profit
to the statutory~~surplus~~
~~r~~eserve
fund.
After the Company has made
good its losses and made
allocations to its~~surplus~~
~~r~~eserve
fund~~and statutory public welfare~~
~~fund~~
~~,~~the remaining after-tax
profits could be available for
distribution to shareholder in
proportion to the number of shares
held by the shareholders,
except
in cases where such distribution		 Article 175When distributing each
year’s after-tax profits, the Company
shall set aside ten percent of its after-tax
profits for the statutory reserve fund
(except where the fund has reached fifty
percent of the Company’s registered
capital).
When the Company’s statutory reserve
fund is not sufficient to make up for the
Company’s losses of the previous year,
current year profits shall be used to
make good the losses before allocations
are set aside for the statutory public
welfare fund in accordance with the
provisions of the preceding paragraph.
The shareholders in general meeting may
resolve to transfer any amount from the
after-tax profit of the Company to the
discretionary reserve fund after
transferring the requisite amount from
the after-tax profit to the statutory
reserve fund.
After the Company has made good its
losses and made allocations to its reserve
fund, the remaining after-tax profits
could be available for distribution to
shareholder in proportion to the number
of shares held by the shareholders, ,
except in cases where such distribution
is not made in proportion to the
shareholdings in accordance with the
provisions of these Articles.
In the event that the general meeting
violates the rule set out above, any profit
distributed to the shareholders prior to
offsetting loss of the Company and
allocating to the statutory public welfare
fund shall be returned to the Company
by the shareholders.
Shares of the Company held by the
Company do not participate in the
distribution of profits.		 Article 153 of the
Guidelines for
Articles of
Association
is not made in proportion to the

shareholdings in accordance
with the provisions of these
articles of association.
In the event that the general
meeting~~or the board~~
~~v~~iolates the
rule set out above, any profit
distributed to the shareholders
prior to offsetting loss of the
Company and allocating to the
~~statutory surplus reserve fund~~
~~and~~
~~s~~tatutory public welfare fund
shall be returned to the Company
by the shareholders
.
Shares of the Company held by
the Company do not participate

in the distribution of profits.

– I-109 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

The profit distribution plan of
the Company is formulated by
the board of directors after
comprehensive consideration of
the Company’s actual operation,		 The profit distribution plan of the
Company is formulated by the board of
directors after comprehensive
consideration of the Company’s actual
operation, future profitability, business
development plan, cash flow,
shareholder return, social capital cost
and external financing environment.
When formulating the annual profit
distribution plan or interim profit
distribution plan, the board of the
directors shall carefully study and
discuss the timing, conditions and
minimum proportion, conditions for
adjustment and the requirements of its
decision-making procedures in respect
of the Company’s cash dividends. Such
dividends shall be approved by more
than half of all directors and more than
half of all independent non-executive
directors of the board of directors.
Independent non-executive directors
shall express independent opinions on
the profit distribution plan and make
timely disclosure. Independent non-
executive directors may solicit opinions
from minority shareholders and put
forward a dividend distribution proposal
and submit to the board of directors
directly for consideration. If the
Company incurs profits in the current
year but the board of directors has not
proposed a profit distribution plan
containing cash dividends, the
independent non-executive directors
shall express independent opinions, and
the Company shall disclose the reasons,
the plan and arrangement for the use of
the retained funds of the Company.
Subject to the principle of profit
distribution of the Company, the
Company may distribute dividends in the
form of cash, shares or a combination of
cash and shares. Cash dividends shall be
distributed in priority to share dividends.
If the conditions for cash dividends are
met, the profit distributed in cash each
time shall not be less than twenty percent
of the actual profit distributed.
If the profit distribution plan for the
current year cannot be determined in
accordance with the existing cash
dividend policy or the minimum cash
dividend ratio under special
circumstances, the specific reasons and
opinions of the independent non-
executive directors shall be disclosed in
the annual report.

future profitability, business
development plan, cash flow,
shareholder return, social
capital cost and external
financing environment. When
formulating the annual profit
distribution plan or interim
profit distribution plan, the
board of the directors shall
carefully study and discuss the
timing, conditions and minimum

proportion, conditions for
adjustment and the
requirements of its decision-
making procedures in respect of

the Company’s cash dividends.
Such dividends shall be
approved by more than half of
all directors and more than half
of all independent non-executive

directors of the board of
directors. Independent non-
executive directors shall express

independent opinions on the
profit distribution plan and
make timely disclosure.
Independent non-executive
directors may solicit opinions
from minority shareholders and

put forward a dividend
distribution proposal and
submit to the board of directors
directly for consideration. If the

Company incurs profits in the
current year but the board of
directors has not proposed a
profit distribution plan
containing cash dividends, the
independent non-executive
directors shall express
independent opinions, and the
Company shall disclose the
reasons, the plan and
arrangement for the use of the
retained funds of the Company.
Subject to the principle of profit

distribution of the Company,
the Company may distribute
dividends in the form of cash,
shares or a combination of cash
and shares. Cash dividends shall
be distributed in priority to
share dividends. If the
conditions for cash dividends
are met, the profit distributed
in cash each time shall not be
less than twenty percent of the
actual profit distributed.
If the profit distribution plan
for the current year cannot be
determined in accordance with
the existing cash dividend policy

or the minimum cash dividend
ratio under special
circumstances, the specific
reasons and opinions of the
independent non-executive
directors shall be disclosed in
the annual report.

– I-110 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

291 Article 157Capital common reserve
fund includes the following items:
(1) premium on shares issued at a
premium price;
(2) any other income designated for
the capital common reserve fund by
the regulations of the finance
regulatory department of the State
Council.
(Article 138 of the Essential Clauses)		 Deletion Deletion Deletion The Essential
Clauses are
repealed.
292 Article 158The common reserve
fund of the Company shall be only
applied to the following purposes:
(1) making up losses;
(2) expansion of the Company’s
production and operation or transfer
or increase of capital.
When the Company converts its
common reserve fund into its capital
upon a resolution adopted in
Shareholders’ general meeting, the
Company shall either distribute new
shares in proportion to the
shareholders’ number of shares,
provided, however, that when the
statutory common reserve fund is
converted to capital, the balance of
the statutory common reserve fund
may not fall below 25 per cent of the
registered capital.		 Article 176~~158~~
The common
reserve fund of the Company shall
be only applied to the following
purposes:
(1) making up losses;
(2) expansion of the Company’s
production and operation or
transfer or increase of capital.
The capital common reserve
fund shall not be used for
making up the Company’s
losses.
When the Company converts its
statutory
common reserve fund
into its capital upon a resolution
adopted in Shareholders’ general
meeting, the Company shall either
distribute new shares in
proportion to the shareholders’
number of shares, provided,
however, that when the statutory
common reserve fund is converted
to capital, the balance of the
statutory common reserve fund
may not fall belowtwenty-five
percent
~~25 per cent~~
~~o~~f the
registered capitalof the Company
prior to the conversion
.		 Article 176The common reserve fund
of the Company shall be only applied to
the following purposes:
(1) making up losses;
(2) expansion of the Company’s
production and operation or transfer or
increase of capital.
The capital common reserve fund shall
not be used for making up the
Company’s losses.
When the Company converts its statutory
common reserve fund into its capital
upon a resolution adopted in
Shareholders’ general meeting, the
Company shall either distribute new
shares in proportion to the shareholders’
number of shares, provided, however,
that when the statutory common reserve
fund is converted to capital, the balance
of the statutory common reserve fund
may not fall below twenty-five percent
of the registered capital of the Company
prior to the conversion.		 Article 154 of the
Guidelines for
Articles of
Association
~~en~~
lo

ve
rsion
.
293 Article 159The Company’s statutory
public welfare fund is used for the
collective welfare of the Company’s
staff and workers.		 Deletion
294 Article 160Dividends shall be
distributed in accordance with the
proportion of shares held by
shareholders in six (6) months after
the expiration of each fiscal year.
Unless otherwise resolved by the
Shareholders’ general meeting, the
Company may by its board of
directors acting under the power
conferred by the Shareholders’
general meeting, distribute interim
dividends.		 Deletion
295 Article 161The Company may
distribute dividends in the following
manner:
(1) cash;
(2) shares.
(Article 139 of the Essential Clauses)		 Deletion

– I-111 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

296 Article 162Dividends or other
payments declared by the Company to
be payable to holders of Domestic-
Invested Shares shall be declared and
calculated in Renminbi, and paid in
Renminbi in three (3) months; and
those payable to holders of Foreign-
Invested Shares shall be declared and
calculated in Renminbi, and paid in
foreign currency in three (3) months.
Foreign currency required by the
Company for payment to holders of
Foreign-Invested Shares shall be
handled in accordance with the
relevant foreign exchange control
regulations of the State.		 Deletion Deletion
297 Article 163The Company shall, in
accordance with the People’s
Republic of China’s tax law, withhold
and make payments on behalf of
shareholders in respect of their tax
payable on their dividends income.		 Deletion
298 Article 164The Company shall
appoint on behalf of the holders of the
Overseas-Listed Foreign-Invested
Shares receiving agents.
The receiving agents shall receive on
behalf of such shareholders dividends
declared and all other monies owing
by the Company in respect of their
shares.
The receiving agents appointed by the
Company shall comply with the
relevant requirements of the law of
the place and relevant regulations of
the stock exchange where the
Company’s shares are listed.
The receiving agents appointed on
behalf of holders of H Shares shall be
a company registered as a trust
company under the Trustee Ordinance
of Hong Kong.
(Article 140 of the Essential Clauses)		 Article 177~~164~~
The Company
shall appoint on behalf of the
holders of the Overseas-Listed
Foreign-Invested Shares receiving
agents.
The receiving agents shall receive
on behalf of such shareholders
dividends declared and all other
monies owing by the Company in
respect of their shares.
The receiving agents appointed by
the Company shall comply with
the relevant requirements of the
law of the place and relevant
regulations of the stock exchange
where the Company’s shares are
listed.
The receiving agents appointed on
behalf of holders of H Shares
shall be a company registered as a
trust company under the Trustee
Ordinance of Hong Kong.
~~(Article 140 of the Essential~~
~~Clauses)~~		 Article 177The Company shall appoint
on behalf of the holders of the Overseas-
Listed Foreign-Invested Shares receiving
agents.
The receiving agents shall receive on
behalf of such shareholders dividends
declared and all other monies owing by
the Company in respect of their shares.
The receiving agents appointed by the
Company shall comply with the relevant
requirements of the law of the place and
relevant regulations of the stock
exchange where the Company’s shares
are listed.
The receiving agents appointed on behalf
of holders of H Shares shall be a
company registered as a trust company
under the Trustee Ordinance of Hong
Kong.
~~(rtce~~
~~Clauses)~~
299 Addition Article 178
the shareh		 After the passing by Article 178After the passing by the
shareholders in any Shareholders’
general meeting of a resolution on the
proposal for profit distribution, the
distribution of dividend (or shares) under
such proposal shall be completed within
two months after the date of the relevant
Shareholders’ general meeting.		 Article 155 of the
Guidelines for
Articles of
Association

Shareholde
of a resolut

– I-112 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

300 Addition Article 179
profit of th		 Article 179
profit of th		 The distribution of
e Company shall be
providing reasonable		 Article 179The distribution of profit of
the Company shall be focused on
providing reasonable investment returns
to investors and take into account the
Company’s sustainable development;
when recommending or declaring
dividends, the Company shall maintain
sufficient cash reserves to meet its
capital requirements, future growth and
to preserve the value of its equity. The
Company’s dividend policy is
specifically formulated by the board of
directors.		 Article 156 of the
Guidelines for
Articles of
Association

focused on

investment
and take in
to meet its capital requirements,

future growth and to preserve
the value of its equity. The
Company’s dividend policy is
specifically formulated by the
board of directors.

board of di
301 Addition SECTION 2 INTERNAL
 SECTION 2 INTERNAL AUDITING
AUDITING
302 Addition Article 180
implement		 The Company shall
its internal auditing
its own audit
o audit and supervise		 Article 180The Company shall
implement its internal auditing system
with its own audit personnel to audit and
supervise the income and expenditure
and financial activities of the Company		 Article 157 of the
Guidelines for
Articles of
Association

system with

personnel t

the income
and expenditure and

financial ac
tivities of the
Company
303 Addition Article 181 The Company’s
internal auditing system and the		 Article 181The Company’s internal
auditing system and the responsibilities
of the audit personnel shall be carried
out after obtaining approval by the board
of directors. The auditor in-chief shall be
accountable and report to the board of
directors.		 Article 158 of the
Guidelines for
Articles of
Association

responsibilities of the audit
personnel shall be carried out
after obtaining approval by the
board of directors. The auditor
in-chief shall be accountable
and report to the board of
directors.

dire
304 CHAPTER 16 APPOINTMENT OF
ACCOUNTANTS FIRM		 CHA PTER 11
~~6~~
OINTMENT OF
OUNTANTS FIRM		 CHAPTER 11 APPOINTMENT OF
ACCOUNTANTS FIRM
APP
ACC
305 Article 165The Company shall
appoint an independent firm of
accountants which is qualified under
the relevant regulations of the State to
audit the Company’s annual report
and review the Company’s other
financial reports.
The first accountants firm of the
Company may be appointed by the
inaugural meeting of the Company
before the first annual general
meeting and the accountants firm so
appointed shall hold office until the
conclusion of the first annual general
meeting.
If the inaugural meeting fails to
exercise its powers under the
preceding paragraph, those powers
shall be exercised by the board of
directors.
(Article 141 of the Essential Clauses)		 Arti
shall
that		 Article 182The Company shall engage
accountants firms that are qualified
under the Securities Law to audit its
financial statements, verify its net assets,
and provide other relevant consulting
services. The accountants firm shall
serve a term of one year and may be
re-engaged.		 Article 158 of the
Guidelines for
Articles of
Association;
the Essential Clauses
are repealed.

Secu
fina
~~reevant reguatons o te State to~~
~~di h ’ l~~
~~aut te Companys annua report~~
~~and review the Company’s other~~
~~financial reports.~~
~~The first accountants firm of the~~
~~Company may be appointed by~~
~~the inaugural meeting of the~~
~~Company before the first annual~~
~~general meeting and the~~
~~accountants firm so appointed~~
~~shall hold office until the~~
~~conclusion of the first annual~~
~~general meeting.~~
~~If the inaugural meeting fails to~~
~~exercise its powers under the~~
~~preceding paragraph, those~~
~~powers shall be exercised by the~~
~~board of directors.~~
~~(Article 141 of the Essential~~
~~Clauses)~~

– I-113 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

306 Article 166The accountants firm
appointed by the Company shall hold
office from the conclusion of the
annual general meeting of
shareholders until the conclusion of
the next annual general meeting of
shareholders.
(Article 142 of the Essential Clauses)		 Article 183~~166~~
or dismissal of		 Article 183~~166~~
or dismissal of		 The appointment Article 183The appointment or
dismissal of an accountants firm shall be
made only by way of an ordinary
resolution on a Shareholders’ general
meeting, and no accountants firm should
be appointed by the board of directors
prior to obtaining approval at the
Shareholders’ general meeting. The
accountants firm appointed by the
Company shall hold office from the date
of approval at the annual general
meeting of shareholders of the Company
until the conclusion of the next annual
general meeting of shareholders.		 Article 160 of the
Guidelines for
Articles of
Association
firm shall be m

of an ordinary

Shareholders’

and no accoun
~~(rtce~~
~~Clauses)~~
307 Article 167The accountants firm
appointed by the Company shall have
the following rights:
(1) A right of access at any time to
the books and records and vouchers
of the Company, and shall be entitled
to require from the directors, general
manager and other senior
administrative officers of the
Company any relevant information
and explanation;
(2) A right to require the Company to
take all reasonable steps to obtain
from its subsidiaries such information
and explanation as are necessary for
the purposes of discharging its duties;
(3) A right to attend Shareholders’
general meetings and to receive all
notices of, and other communications
relating to, any Shareholders’ general
meeting which any shareholder is
entitled to receive, and to speak at
any Shareholders’ general meeting in
relation to matters concerning its role
as the Company’s accountants firm.
(Article 143 of the Essential Clauses)		 Deletion
308 Addition Article 184
guarantees		 Article 184The Company guarantees to
provide true and complete vouchers,
books, financial and accounting reports
and other accounting materials to the
accountants firm engaged and shall not
refuse to provide or conceal or give false
information.		 Article 161 of the
Guidelines for
Articles of
Association

and other accounting materials
to the accountants firm engaged

and shall not refuse to provide
or conceal or give false
information.
309 Article 168Before the convening of
the Shareholders’ general meeting,
the board of directors may fill any
casual vacancy in the office of an
accountants firm, but while any such
vacancy continues, the surviving or
continuing firms, if any, may act.
(Article 144 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.

– I-114 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

310 Article 169The shareholders in
general meeting may by ordinary
resolution remove an accountants firm
before the expiration of its term of
office, notwithstanding the
stipulations in the contract between
the Company and the firm, but
without prejudice to the firm’s right
to claim, if any, for damages in
respect of such removal.
(Article 145 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
311 Article 170The remuneration of an
accountants firm appointed under this
Article 165 or the manner in which
such firm is to be remunerated shall
be determined by the shareholders in
general meeting. The remuneration of
an accountants firm appointed by the
board of directors under this Article
168 shall be determined by the board
of directors and proposed to the
general meeting for approval. The
remuneration of other accountants
firm appointed by the board of
directors shall be determined by the
board of directors.
(Article 146 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.
312 Article 171The Company’s
appointment of, removal of and
non-reappointment of an accountants
firm shall be resolved upon by
shareholders in general meeting. The
resolution of the Shareholders’
general meeting shall be filed with
the securities governing authority of
the State Council.
Where it is proposed that any
resolution be passed at a
Shareholders’ general meeting
concerning the appointment of an
accountants firm which is not an
incumbent firm to fill a casual
vacancy in the office of the
accountants firm; reappointment of a
retiring accountants firm which was
appointed by the board of directors of
the Company to fill a casual vacancy;
or removal of the accountants firm
before the expiration of its term of
office, the following provisions shall
apply:
(1) A copy of the proposal shall be
sent before notice of meeting is given
to the shareholders to the firm
proposed to be appointed or proposing
to leave its post or the firm which has
left its post in the relevant fiscal year
(leaving includes leaving by removal,
resignation and retirement).
(2) If the firm leaving its post makes
representations in writing and
requests the Company to notify such
representations to the shareholders,
the Company shall (unless the
representations are received too late):		 Deletion

– I-115 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(i) in any notice of the resolution
given to shareholders, state the fact of
the representations having been made;
and
(ii) attach a copy of the
representations to the notice and
deliver it to the shareholders in the
manner stipulated in these Articles.
(3) If the firm’s representations are
not sent in accordance with the
preceding sub-paragraph (2), the
relevant firm may (in addition to its
right to be heard) require that the
representations be read out at the
meeting.
(4) An accountants firm which is
leaving its post shall be entitled to
attend:
(i) the Shareholders’ general meeting
at which its term of office would
otherwise have expired;
(ii) any Shareholders’ general meeting
at which it is proposed to fill the
vacancy caused by its removal; and
(iii) any Shareholders’ general
meeting convened on its resignation.
An accountants firm which is leaving
its post has a right to receive all
notices of, and other communications
relating to, any such meetings, and to
speak at any such meeting in relation
to matters concerning its role as the
former accountants firm of the
Company.
(Article 147 of the Essential Clauses)
313 Addition Article 185
the accoun		 The auditor fee of
tants firm shall be
by way of an
esolution on the
rs’ general meeting.		 Article 185The auditor fee of the
accountants firm shall be determined by
way of an ordinary resolution on the
Shareholders’ general meeting.		 Article 162 of the
Guidelines for
Articles of
Association
determined

ordinary r

Shareholde

– I-116 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

314 Article 172Prior to the removal or
the non-renewal of the appointment
of the accountants firm, notice of
such removal or non-renewal shall be
given to the accountants firm and
such firm shall be entitled to make
representation at the Shareholders’
general meeting. Where the
accountants firm resigns its post, it
shall make clear to the Shareholders’
general meeting whether there has
been any impropriety on the part of
the Company.
An accountants firm may resign its
office by depositing at the Company’s
legal address a resignation notice
which shall become effective on the
date of such deposit or on such later
date as may be stipulated in such
notice and such notice shall include
the following:
(1) a statement to the effect that there
are no circumstances connected with
its resignation which it considers
should be brought to the notice of the
shareholders or creditors of the
Company;
(2) a statement of any such
circumstances.
Where a notice is deposited under the
preceding subparagraph, the Company
shall within fourteen (14) days send a
copy of the notice to the relevant
governing authority. If the notice
contains a statement under the
preceding subparagraph (2), a copy of
such statement shall be placed at the
Company for shareholders’
inspection. The Company should also
send a copy of such statement by
prepaid mail to every holder of H
Shares at the address registered in the
register of shareholders.
Where the accountants firm’s notice
of resignation contains a statement of
any circumstance which should be
brought to the notice of the
shareholders or creditors of the
Company, it may require the board of
directors to convene a shareholders’
extraordinary general meeting for the
purpose of receiving an explanation
of the circumstances connected with
its resignation.
(Article 148 of the Essential Clauses)		 Article 186~~172~~
Prior to the
removal or the non-renewal of the
appointment of the accountants
firm,a thirty-day prior
notice of
such removal or non-renewal shall
be given to the accountants firm
in advance.
~~and such firm~~
~~I~~n
cases where the removal of an
accountants firm is voted on at
the Shareholders’ general
meeting, the accountants firm
shall beallowed
~~entitled~~
to make
representation at the
Shareholders’ general meeting.
Where the accountants firm
resigns its post, it shall make clear
to the Shareholders’ general
meeting whether there has been
any impropriety on the part of the
Company.
~~An accountants firm may resign~~
~~its office by depositing at the~~
~~Company’s legal address a~~
~~resignation notice which shall~~
~~become effective on the date of~~
~~such deposit or on such later date~~
~~as may be stipulated in such~~
~~notice and such notice shall~~
~~include the following:~~
~~(1) a statement to the effect that~~
~~there are no circumstances~~
~~connected with its resignation~~
~~which it considers should be~~
~~brought to the notice of the~~
~~shareholders or creditors of the~~
~~Company;~~
~~(2) a statement of any such~~
~~circumstances.~~
~~h i i did d~~		 Article 186Prior to the removal or the
non-renewal of the appointment of the
accountants firm, a thirty-day prior
notice of such removal or non-renewal
shall be given to the accountants firm in
advance. In cases where the removal of
an accountants firm is voted on at the
Shareholders’ general meeting, the
accountants firm shall be allowed to
make representation at the Shareholders’
general meeting. Where the accountants
firm resigns its post, it shall make clear
to the Shareholders’ general meeting
whether there has been any impropriety
on the part of the Company.		 Article 163 of the
Guidelines for
Articles of
Association
~~Were a notce s eposte uner~~
~~the preceding subparagraph, the~~
~~Company shall within fourteen~~
~~(14) days send a copy of the~~
~~notice to the relevant governing~~
~~authority. If the notice contains a~~
~~statement under the preceding~~
~~subparagraph (2), a copy of such~~
~~statement shall be placed at the~~
~~Company for shareholders’~~
~~inspection. The Company should~~
~~l d f h~~
~~aso sen a copy o suc statement~~
~~b id il hld f~~
~~y prepa ma to every oer o~~
~~h h dd id~~
~~H Sares at te aress regstere~~
~~in the register of shareholders.~~
~~Where the accountants firm’s~~
~~notice of resignation contains a~~
~~statement of any circumstance~~
~~which should be brought to the~~
~~notice of the shareholders or~~
~~creditors of the Company, it may~~
~~require the board of directors to~~
~~convene a shareholders’~~
~~di l i f~~
~~extraornary genera meetng or~~
~~the purpose of receiving an~~
~~explanation of the circumstances~~
~~connected with its resignation.~~
~~(Article 148 of the Essential~~
~~Clauses)~~
315 CHAPTER 17 INSURANCE Deletion The Essential
Clauses are
repealed.

– I-117 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

316 Article 173In accordance with the
regulations of relevant governing
authorities of the PRC, the Company
shall take out various types of
insurance in prescribed manner with
particular organizations or the
People’s Insurance Company (Group)
of China Limited or other insurance
companies that are registered in the
PRC and are permitted by the PRC
laws to provide insurance to Chinese
companies. The types of coverage, the
insured amounts and periods of the
insurance shall be decided at a board
meeting based on the practices of
similar industries in other countries
and the practice and legal
requirements in China.		 Deletion The Essential
Clauses are
repealed.
317 CHAPTER 18 LABOUR AND
PERSONNEL MANAGEMENT
SYSTEMS		 Deletion The Essential
Clauses are
repealed.
318 Article 174The Company shall, in
accordance with the relevant
provisions of the Labour Law of the
People’s Republic of China, formulate
its labour and personnel management
systems which shall be appropriate to
its particular circumstances.		 Deletion The Essential
Clauses are
repealed.
319 CHAPTER 19 TRADE UNION Deletion The Essential
Clauses are
repealed.
320 Article 175The Company shall
organize staff and workers to carry
out trade union activities in
accordance with the Trade Union Law
of the People’s Republic of China.		 Deletion The Essential
Clauses are
repealed.
321 Article 176The Company shall
appropriate an amount accounting for
two percent of the actual payroll per
month as the trade union fund, which
shall be used by the trade union of the
Company in accordance with the
“Measures for the Management of
Trade Union Funds” formulated by
the All China Federation of Trade
Unions.		 Deletion The Essential
Clauses are
repealed.
322 Addition CHAPTER 12 NOTICE CHAPTER 12 NOTICE
323 Addition Article 187
Company s		 Article 187Notices of the Company
shall be given by the following means:
(1) by hand;
(2) by mail;
(3) by e-mail;
(4) by announcement;
(5) by other means agreed by the
Company or the recipient in advance or
approved by the recipient after receiving
the notice;
(6) other means approved by laws,
regulations, regulatory authorities of the
listing place of the Company’s shares or
stipulated in these articles of association.		 Article 164, 166, 167
and 168 of the
Guidelines for
Articles of
Association

following m

advance or approved by the
recipient after receiving the
notice;
(6) other means approved by
laws, regulations, regulatory
authorities of the listing place of

the Company’s shares or
stipulated in these articles of
association.

– I-118 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Unless the context otherwise
requires,“announcement”
referred to in these articles of
association shall mean, as to the
announcements published to the
holders of domestic shares or the
announcements required to be
published in the PRC in
accordance with the relevant
provisions and these articles of
association, an announcement
published on any newspaper in
the PRC as required by the laws
and administrative regulations of		 Unless the context otherwise requires,
“announcement” referred to in these
articles of association shall mean, as to
the announcements published to the
holders of domestic shares or the
announcements required to be published
in the PRC in accordance with the
relevant provisions and these articles of
association, an announcement published
on any newspaper in the PRC as required
by the laws and administrative
regulations of the PRC or by the CSRC;
and as to the announcements published
to the holders of foreign shares or the
announcements required to be published
in Hong Kong in accordance with the
relevant provisions and these articles of
association, such announcements shall
be published in accordance with the
requirements of the Hong Kong Listing
Rules or other applicable regulations. In
respect of the means by which the
Company issues or provides corporate
communications to the holders of H
Shares in accordance with the
requirements of the Hong Kong Listing
Rules, subject to the laws and
regulations and the relevant listing rules
of the place where the Company’s shares
are listed, the Company shall (i) send or
otherwise provide the relevant corporate
communications (either in English or
Chinese version) to the holders of H
Shares of the Company by electronic
means, or (ii) publish the relevant
corporate communications on the
Company’s website and the website of
the Hong Kong Stock Exchange (the
Company shall indicate on its website
how it publishes its corporate
communications in the manner described
in (i) and/or (ii)).
“Corporate communication” refers to
any document issued or to be issued by
the Company for the information or
action of holders of any securities of the
Company, including but not limited to:
(1) annual reports, including directors’
reports, annual accounts of the Company
together with auditors’ reports and
financial summary reports (if
applicable);
(2) interim reports and interim summary
reports (if applicable);
(3) notices of meetings;
(4) listing documents;
(5) circulars;
(6) proxy forms;
(7) other corporate communications
listed in the Hong Kong Listing Rules.

the PRC or by the CSRC; and as
to the announcements published
to the holders of foreign shares or

the announcements required to
be published in Hong Kong in
accordance with the relevant
provisions and these articles of
association, such announcements
shall be published in accordance
with the requirements of the
Hong Kong Listing Rules or other

applicable regulations. In respect

of the means by which the
Company issues or provides
corporate communications to the
holders of H Shares in
accordance with the requirements

of the Hong Kong Listing Rules,
subject to the laws and
regulations and the relevant
listing rules of the place where
the Company’s shares are listed,
the Company shall (i) send or
otherwise provide the relevant
corporate communications (either

in English or Chinese version) to
the holders of H Shares of the
Company by electronic means, or

(ii) publish the relevant corporate

communications on the
Company’s website and the
website of the Hong Kong Stock
Exchange (the Company shall
indicate on its website how it
publishes its corporate
communications in the manner
described in (i) and/or (ii)).
“Corporate communication”
refers to any document issued or
to be issued by the Company for
the information or action of
holders of any securities of the
Company, including but not
limited to:
(1) annual reports, including
directors’ reports, annual
accounts of the Company
together with auditors’ reports
and financial summary reports (if

applicable);
(2) interim reports and interim
summary reports (if applicable);
(3) notices of meetings;
(4) listing documents;
(5) circulars;
(6) proxy forms;
(7) other corporate
communications listed in the
Hong Kong Listing Rules.

– I-119 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

324 Addition Article 188 Notice issued by the
Company shall, upon
announcement, be deemed to
have been received by all
persons concerned.		 Article 188 Notice issued by the
Company shall, upon
announcement, be deemed to
have been received by all
persons concerned.		 Article 188Notice issued by the
Company shall, upon announcement, be
deemed to have been received by all
persons concerned.		 Article 165 of the
Guidelines for
Articles of
Association

have been

persons co
325 Addition Article 189For a company
notice given by hand, the person		 Article 189For a company notice given
by hand, the person on whom it is served
shall sign on (or affix his or her seal to)
the note of receipt, and the date on
which he/she signed in receipt shall be
the date of service; for a company notice
given by mail, the date of service shall
be the third business day from the date
of consignment to the post office;
for a
company notice given by way of a public
announcement, the first day of
publication shall be the date of service.		 Article 169 of the
Guidelines for
Articles of
Association

on whom it is served shall sign
on (or affix his or her seal to)
the note of receipt, and the date

on which he/she signed in
receipt shall be the date of
service; for a company notice
given by mail, the date of
service shall be the third
business day from the date of
consignment to the post office;
for a company notice given by
way of a public announcement,
the first day of publication shall

be the date
of service.
326 Addition Article 190
to give noti		 Accidental omission
ce of a meeting to, or		 Article 190Accidental omission to give
notice of a meeting to, or the non-receipt
of notice of a meeting by, any person
entitled to receive such notice shall not
invalidate the meeting and the
resolutions passed at the meeting.		 Article 170 of the
Guidelines for
Articles of
Association

the non-receipt of notice of a
meeting by, any person entitled
to receive such notice shall not
invalidate the meeting and the
resolutions passed at the
meeting.

meeting.
327 CHAPTER 20 MERGER AND
DIVISION, INCREASE OF
REGISTERED CAPITAL AND
REDUCTION OF REGISTERED
CAPITAL OF THE COMPANY		 CHAPTER
~~20~~
~~1~~3 MERGER
AND DIVISION, INCREASE
OF REGISTERED CAPITAL
AND REDUCTION OF
REGISTERED CAPITAL,
DISSOLUTION AND
LIQUIDATION
~~OF THE~~
~~COMPANY~~		 CHAPTER 13 MERGER AND
DIVISION, INCREASE OF
REGISTERED CAPITAL AND
REDUCTION OF REGISTERED
CAPITAL, DISSOLUTION AND
LIQUIDATION

DISSOLUTION
LIQUIDATION

~~COMPANY~~
328 Addition SECTION 1 ME SECTION 1 MERGER AND
DIVISION, INCREASE OF
REGISTERED CAPITAL,
REDUCTION OF REGISTERED
CAPITAL
DIVISION, INC
329 Article 177In the event of the merger
or division of the Company, a plan
shall be presented by the Company’s
board of directors and shall be
approved in accordance with the
procedures stipulated in these articles
of association and then the relevant
examining and approving formalities
shall be processed as required by law.
A shareholder who objects to the plan
of merger or division shall have the
right to demand the Company or the
shareholders who consent to the plan
of merger or division to acquire that
dissenting shareholder’s shareholding
at a fair price.
The contents of the resolution of
merger or division of the Company
shall be made into special documents
for shareholders’ inspection. Such
special documents shall be sent by
mail to holders of H Shares.
(Article 149 of the Essential Clauses)		 Deletion

– I-120 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

330 Article 178The merger of the
Company may take the form of either
merger by absorption or merger by
the establishment of a new company.
In the event of a merger, the merging
parties shall execute a merger
agreement and prepare a balance sheet
and an inventory of assets. The
Company shall notify its creditors
within 10 days of the date of the
Company’s resolution to merge and
shall publish notices in newspaper for
at least three times within 30 days of
the date of the Company’s resolution
to merge. A creditor has the right
within 30 days of receiving such
notice from the Company or, for
creditors who do not receive the
notice within 90 days of the date of
the first public notice, to demand that
the Company repay its debts to that
creditor or provide a corresponding
guarantee for such debt.
At the time of merger, where the
company fails to repay its debts or
provide corresponding guarantees for
such debts, it may not be merged.
At the time of merger, rights in
relation to debtors and indebtedness
of each of the merged parties shall be
assumed by the company which
survives the merger or the newly
established company.
(Article 150 of the Essential Clauses)		 Article 191~~178~~
The merger of the
Company may take the form of
either merger by absorption or
merger by the establishment of a
new company.
In the case of mergers by
absorption, a company absorbs
other companies and the
absorbed company is dissolved.
In the case of mergers by new
establishment, two or more
companies combine together for		 Article 191The merger of the Company
may take the form of either merger by
absorption or merger by the
establishment of a new company.
In the case of mergers by absorption, a
company absorbs other companies and
the absorbed company is dissolved. In
the case of mergers by new
establishment, two or more companies
combine together for the establishment
of a new one, the pre-merger companies
are dissolved.
In the event of a merger, the merging
parties shall execute a merger agreement
and prepare a balance sheet and an
inventory of assets. The Company shall
notify its creditors within ten days of the
date of the Company’s resolution to
merge and shall publish notices in
newspaper within thirty days of the date
of the Company’s resolution to merge. A
creditor has the right within thirty days
of receiving such notice from the
Company or, for creditors who do not
receive the notice within forty-five days
of the date of the public notice, to
demand that the Company repay its debts
to that creditor or provide a
corresponding guarantee for such debt.
At the time of merger, rights in relation
to debtors and indebtedness of each of
the merged parties shall be assumed by
the company which survives the merger
or the newly established company.		 Article 172, 173, 174
of the Guidelines for
Articles of
Association

the establishment of a new one,
the pre-merger companies are
dissolved.
In the event of a merger, the
merging parties shall execute a
merger agreement and prepare a
balance sheet and an inventory of
assets. The Company shall notify
its creditors withinten
~~10 ~~
~~d~~ays of
the date of the Company’s
resolution to merge and shall
publish notices in newspaper~~for~~
~~at least three times~~
withinthirty
~~30~~
~~d~~ays of the date of the
Company’s resolution to merge.
A creditor has the right within
thirty
~~30 ~~
~~d~~ays of receiving such
notice from the Company or, for
creditors who do not receive the
notice withinforty-five
~~90 ~~
~~d~~ays
of the date of the~~first~~
~~p~~ublic
notice, to demand that the
Company repay its debts to that
creditor or provide a
corresponding guarantee for such
debt.
~~At the time of merger, where the~~
~~fil i db~~
~~company as to repay ts ets or~~
~~id di~~
~~prove corresponng guarantees~~
~~for such debts, it may not be~~
~~merged.~~
At the time of merger, rights in
relation to debtors and
indebtedness of each of the
merged parties shall be assumed
by the company which survives
the merger or the newly
established company.
~~(Article 150 of the Essential~~
~~Clauses)~~

– I-121 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

331 Article 179When the Company is
divided, its assets shall be split up
accordingly.
In the event of division of the
Company, the parties to such division
shall execute a division agreement
and prepare a balance sheet and an
inventory of assets. The Company
shall notify its creditors within 10
days of the date of the Company’s
resolution to divide and shall publish
notices in newspaper for at least three
times within 30 days of the date of
the Company’s resolution to divide. A
creditor has the right within 30 days
of receiving such notice from the
Company or, for creditors who do not
receive the notice within 90 days of
the date of the first public notice, to
demand that the Company repay its
debts to that creditor or provide a
corresponding guarantee for such
debt. Where the company fails to
repay its debts or provide
corresponding guarantees for such
debts, it may not be divided.
At the time of merger, rights in
relation to debtors and indebtedness
of each of the merged parties shall be
assumed by the company which
survives the merger or the newly
established company.
(Article 151 of the Essential Clauses)		 Article 192~~179~~
When the
Company is divided, its assets
shall be split up accordingly.
In the event of division of the
Company,~~the parties to such~~
~~division shall execute a division~~
~~agreement and prepare~~
a balance
sheet and an inventory of assets
shall be prepared
. The Company
shall notify its creditors within ten
days of the date of the Company’s
resolution to divide and shall
publish notices in newspaper~~for~~
~~at least three times~~
within thirty
days of the date of the Company’s
resolution to divide.~~A creditor~~
~~has the right within 30 days of~~
~~receiving such notice from the~~
~~f di h d~~		 Article 192~~179~~
When the
Company is divided, its assets
shall be split up accordingly.
In the event of division of the
Company,~~the parties to such~~
~~division shall execute a division~~
~~agreement and prepare~~
a balance
sheet and an inventory of assets
shall be prepared
. The Company
shall notify its creditors within ten
days of the date of the Company’s
resolution to divide and shall
publish notices in newspaper~~for~~
~~at least three times~~
within thirty
days of the date of the Company’s
resolution to divide.~~A creditor~~
~~has the right within 30 days of~~
~~receiving such notice from the~~
~~f di h d~~		 Article 192When the Company is
divided, its assets shall be split up
accordingly.
In the event of division of the Company,
a balance sheet and an inventory of
assets shall be prepared. The Company
shall notify its creditors within ten days
of the date of the Company’s resolution
to divide and shall publish notices in
newspaper within thirty days of the date
of the Company’s resolution to divide.
The post-split companies shall bear
several and joint liabilities for the debts
of the Company before its split unless it
is otherwise prescribed in a written
agreement reached by the Company and
the creditors before the split-up
regarding the debt pay-off.		 Article 175, 176 of
the Guidelines for
Articles of
Association
~~at east tree tmes~~

days of the date of t
resolution to divide.
~~h h ih ihi~~
~~as te rgt wtn~~
~~ii h i~~
~~recevng suc notc~~
~~f~~
~~Company or, or cre~~
~~i h i~~		 ~~tors wo o~~
~~e within 90~~
~~fi bli~~
~~not receve te notc~~
~~d f h d f~~
~~ays o te ate o t~~
~~i dd~~
~~notce, to eman t~~
~~i~~
~~Company repay ts~~
~~di id~~
~~cretor or prove~~
~~di~~
~~corresponng guarantees or suc~~
~~debts, it may not be divided.~~
The post-split companies shall
bear several and joint liabilities

for the debts of the Company
before its split unless it is
otherwise prescribed in a
written agreement reached by
the Company and the creditors
before the split-up regarding
the debt pay-off.
~~At the time of~~
~~merger, rights in relation to~~
~~debtors and indebtedness of each~~
~~of the merged parties shall be~~
~~assumed by the company which~~
~~survives the merger or the newly~~
~~established company.~~
~~(Article 151 of the Essential~~
~~Clauses)~~
332 Adjustment to former Article 33 Article 193When the Company requires
to reduce its registered capital, it must
draw up a balance sheet and an inventory
of assets. The Company shall notify its
creditors within ten days from the date
of the Company’s resolution for
reduction of capital and shall publish a
notice in a newspaper within thirty days
of the date of such resolution. A creditor
has the right within thirty days of
receiving the notice from the Company
or, in the case of a creditor who does not
receive the notice, within forty-five days
of the date of the public notice, to
require the Company to repay its debts
or provide a corresponding guarantee.
The Company’s registered capital after
reduction shall not be less than the
statutory minimum amount.		 Article 177 of the
Guidelines for
Articles of
Association

– I-122 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

333 Article 180Changes in registration
particulars of the Company caused by
merger or demerger must be
registered with the company’s
registration authority in accordance
with law. Cancellation of a company
shall be registered in accordance with
the law when a company is dissolved.
Incorporation of a company shall be
registered when a new company is
incorporated in accordance with law.		 Article 194~~180~~
Changes in
registration particulars of the
Company caused by merger or
demerger must be registered with
the company’s registration
authority in accordance with law.
Cancellation of a company shall
be registered in accordance with
the law when a company is
dissolved. Incorporation of a
company shall be registered when
a new company is incorporated in
accordance with law.
In the case of increasing or
reducing its registered capital,
the Company shall apply to the
company registration authority
for registration of alteration of
the registered capital.		 Article 194~~180~~
Changes in
registration particulars of the
Company caused by merger or
demerger must be registered with
the company’s registration
authority in accordance with law.
Cancellation of a company shall
be registered in accordance with
the law when a company is
dissolved. Incorporation of a
company shall be registered when
a new company is incorporated in
accordance with law.
In the case of increasing or
reducing its registered capital,
the Company shall apply to the
company registration authority
for registration of alteration of
the registered capital.		 Article 194Changes in registration
particulars of the Company caused by
merger or demerger must be registered
with the company’s registration authority
in accordance with law. Cancellation of
a company shall be registered in
accordance with the law when a
company is dissolved. Incorporation of a
company shall be registered when a new
company is incorporated in accordance
with law.
In the case of increasing or reducing its
registered capital, the Company shall
apply to the company registration
authority for registration of alteration of
the registered capital.		 Article 178 of the
Guidelines for
Articles of
Association

th

c

fo

th
334 CHAPTER 21 DISSOLUTION
AND LIQUIDATION		 S ECTION 2 SECTION 2 DISSOLUTION AND
LIQUIDATION
~~2~~ ~~1~~
~~D~~ISSOLU
335 Article 181The Company shall be
dissolved and liquidated upon the
occurrence of any of the following
events:
(1) a resolution for dissolution is
passed by shareholders at a general
meeting;
(2) dissolution is necessary due to a
merger or division of the Company;
(3) the Company is legally declared
insolvent due to its failure to repay
debts due; and
(4) the Company is ordered to close
down because of its violation of laws
and administrative regulations.
(Article 153 of the Essential Clauses)		 Article 195~~5181~~
The Company
~~shall~~
~~m~~ay
be dissolved~~and~~
~~liquidated upon the occurrence of~~
~~any~~
~~u~~nder the following
circumstances
~~events~~
~~:~~
(1) the term of business
operation as prescribed by these		 Article 195The Company may be
dissolved under the following
circumstances:
(1) the term of business operation as
prescribed by these articles of
association expires or any of the
situations for dissolution prescribed in
these articles of association occurs;
(2) a resolution for dissolution is passed
by shareholders at a general meeting;
(3) dissolution is necessary due to a
merger or division of the Company;
(4) the business license is cancelled, or
it is ordered to close down or to be
dissolved according to laws;
(5) the Company has experienced
material difficulties in operation and
management, and the continuous
operation would lead to substantial
losses to the interests of shareholders
and there are no other solutions to
resolve the matters. Shareholders
holding 10% or more of the total voting
rights of the Company may appeal to the
People’s Court for dissolution of the
Company.		 Article 179 of the
Guidelines for
Articles of
Association

articles of association expires or

any of the situations for
dissolution prescribed in these
articles of association occurs;
(~~1~~
~~2~~) a resolution for dissolution is
passed by shareholders at a
general meeting;
(~~2~~
~~3~~) dissolution is necessary due
to a merger or division of the
Company;
(~~3~~
~~4~~)~~the Company is legally~~
~~declared insolvent due to its~~
~~failure to repay debts due; and~~
~~t~~he
business license is cancelled, or
it is ordered to close down or to
be dissolved according to laws;
(
~~4~~
~~5~~) the Company has
experienced material difficulties

in operation and management,
and the continuous operation
would lead to substantial losses
to the interests of shareholders
and there are no other solutions
to resolve the matters.
Shareholders holding 10% or
more of the total voting rights
of the Company may appeal to
the People’s Court for
dissolution of the Company.
~~the~~
~~i dd l d~~
~~Company s orere to cose own~~
~~because of its violation of laws~~
~~and administrative regulations.~~
~~(Article 153 of the Essential~~
~~Clauses)~~

– I-123 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

336 Addition Article 196
circumstan		 Article 196
circumstan		 Article 196Where any of the
circumstances as prescribed in Article
195 (1) of these articles of association
occurs, the Company may continue to
exist by amending these articles of
association.
To amend these articles of association
according to the provisions of the
preceding paragraph, the consent of
shareholders representing no less than
two-thirds of voting rights held by all
shareholders present at the meeting shall
be obtained.		 Article 180 of the
Guidelines for
Articles of
Association

Article 195

of associat

Company

obtained.
337 Article 182A liquidation group shall
be set up within fifteen (15) days of
the Company being dissolved
pursuant to sub-paragraph (1) of the
preceding Article, and the
composition of the liquidation group
of the Company shall be determined
by an ordinary resolution of
shareholders in general meeting. If a
liquidation group to carry out
liquidation procedures is not set up
within the specified time limit, the
creditors may apply to the People’s
Court to have it designate relevant
persons to form a liquidation group in
order to carry out liquidation
procedures.
Where the Company is dissolved
under sub-paragraph (3) of the
preceding Article, the People’s Court
shall in accordance with provisions of
relevant laws organize the
shareholders, relevant organizations
and relevant professional personnel to
establish a liquidation group to carry
out liquidation procedures.
Where the Company is dissolved
under sub-paragraph (4) of the
preceding Article, the relevant
governing authorities shall organize
the shareholders, relevant
organizations and professional
personnel to establish a liquidation
group to carry out liquidation
procedures.
(Article 154 of the Essential Clauses)		 Article 197~~182~~
In order to carry
out liquidation procedures
,a
~~A~~
liquidation group shall be set up
within fifteen (15) days of the
Company being dissolved
pursuant tothe provisions of
Article 195 (1), (2), (4) or (5) of		 In order to carry Article 197In order to carry out
liquidation procedures, a liquidation
group shall be set up within fifteen (15)
days of the Company being dissolved
pursuant to the provisions of Article 195
(1), (2), (4) or (5) of these articles of
association. The composition of the
liquidation group of the Company shall
be determined by the Shareholders’
general meeting. If a liquidation group
to carry out liquidation procedures is not
set up within the specified time limit, the
creditors may apply to the People’s
Court to have it designate relevant
persons to form a liquidation group in
order to carry out liquidation procedures.		 Article 181 of the
Guidelines for
Articles of
Association

articles of
~~h~~
~~reevant proessona personne to~~
~~establish a liquidation group to~~
~~carry out liquidation procedures.~~
~~Where the Company is dissolved~~
~~under sub-paragraph (4) of the~~
~~preceding Article, the relevant~~
~~governing authorities shall~~
~~organize the shareholders,~~
~~relevant organizations and~~
~~fil l blih~~
~~proessona personne to estas~~
~~a liquidation group to carry out~~
~~liquidation procedures.~~
~~(Article 154 of the Essential~~
~~Clauses)~~

– I-124 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

338 Article 183Where the board of
directors proposes to liquidate the
Company due to causes other than
where the Company has declared that
it is insolvent, the board shall include
a statement in its notice convening a
Shareholders’ general meeting to
consider the proposal to the effect
that, after making full inquiry into the
affairs of the Company, the board of
directors is of the opinion that the
Company will be able to pay its debts
in full within twelve (12) months
from the commencement of the
liquidation.
Upon the passing of the resolution by
the shareholders in general meeting
for the liquidation of the Company,
all functions and powers of the board
of directors shall cease.
The liquidation group shall act in
accordance with the instructions of
the Shareholders’ general meeting to
make a report at least once every year
to the Shareholders’ general meeting
on the committee’s receipts and
payments, the business of the
Company and the progress of the
liquidation; and to present a final
report to the Shareholders’ general
meeting on completion of the
liquidation.
(Article 155 of the Essential Clauses)		 Deletion Deletion The Essential
Clauses are
repealed.
339 Article 184The liquidation group
shall within 10 days of its
establishment send notices to
creditors, and within 60 days of its
establishment publish notices in
newspaper for at least three times. A
creditor shall within 30 days of
receiving notice, or for creditors who
do not receive notice, within 90 days
of the date of the first public notice,
report its creditors’ rights to the
liquidation group. Creditors who do
not report their claims during these
periods shall be deemed to have
automatically abandoned their claims.
When reporting creditors’ rights, the
creditor shall provide an explanation
of matters relevant to the creditor’s
rights and shall provide materials as
evidence. The liquidation group shall
carry out registration of creditors’
rights.
(Article 156 of the Essential Clauses)		 Article 198~~184~~
The liquidation
group shall within~~10~~
~~t~~en days of
its establishment send notices to
creditors, and within~~60~~
sixty days
of its establishment publish
notices in newspaper~~for at least~~
~~three times~~
~~.~~A creditor shall
within~~30~~
thirty days of receiving
notice, or for creditors who do not
receive notice, withinforty-
five
~~90~~
days of the date of the
~~first~~
~~p~~ublic notice, report its
creditors’ rights to the liquidation
group.~~Creditors who do not~~
~~report their claims during these~~
~~periods shall be deemed to have~~
~~automatically abandoned their~~
~~claims.~~
~~W~~hen reporting creditors’
rights, the creditor shall provide
an explanation of matters relevant
to the creditor’s rights and shall
provide materials as evidence.
The liquidation group shall carry
out registration of creditors’
rights.
The liquidation group may not
pay off any debts to any
creditors during the period of
credit declaration.
~~(Article 156 of the Essential~~
~~Clauses)~~		 Article 198The liquidation group shall
within ten days of its establishment send
notices to creditors, and within sixty
days of its establishment publish notices
in newspaper. A creditor shall within
thirty days of receiving notice, or for
creditors who do not receive notice,
within forty-five days of the date of the
public notice, report its creditors’ rights
to the liquidation group. When reporting
creditors’ rights, the creditor shall
provide an explanation of matters
relevant to the creditor’s rights and shall
provide materials as evidence. The
liquidation group shall carry out
registration of creditors’ rights.
The liquidation group may not pay off
any debts to any creditors during the
period of credit declaration.		 Article 183 of the
Guidelines for
Articles of
Association

– I-125 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

340 Article 185During the liquidation
period, the liquidation group shall
exercise the following functions and
powers:
(1) to sort out the Company’s assets
and prepare a balance sheet and an
inventory of assets respectively;
(2) to send notices to creditors or
notify them by public notice;
(3) to dispose of and liquidate any
relevant unfinished business matters
of the Company;
(4) to pay all outstanding taxes;
(5) to settle claims and debts;
(6) to deal with the assets remaining
after the Company’s debts have been
repaid;
(7) to represent the Company in any
civil litigation proceedings.
(Article 157 of the Essential Clauses)		 Article 199~~185~~
During the
liquidation period, the liquidation
group shall exercise the following
functions and powers:
(1) to sort out the Company’s
assets and prepare a balance sheet
and an inventory of assets
respectively;
(2) to send notices to creditors or
notify them by public notice;
(3) to dispose of and liquidate any
relevant unfinished business
matters of the Company;
(4) to pay all outstanding taxes
and the taxes incurred in the
process of liquidation
;
(5) to settle claims and debts;
(6) to deal with the assets
remaining after the Company’s
debts have been repaid;
(7) to represent the Company in
any civil litigation proceedings.
~~(Article 157 of the Essential~~
~~Clauses)~~		 Article 199During the liquidation
period, the liquidation group shall
exercise the following functions and
powers:
(1) to sort out the Company’s assets and
prepare a balance sheet and an inventory
of assets respectively;
(2) to send notices to creditors or notify
them by public notice;
(3) to dispose of and liquidate any
relevant unfinished business matters of
the Company;
(4) to pay all outstanding taxes and the
taxes incurred in the process of
liquidation;
(5) to settle claims and debts;
(6) to deal with the assets remaining
after the Company’s debts have been
repaid;
(7) to represent the Company in any civil
litigation proceedings.		 Article 182 of the
Guidelines for
Articles of
Association
341 Article 186After sorting out the
Company’s assets and the preparation
of the balance sheet and an inventory
of assets, the liquidation group shall
formulate a liquidation plan and
present it to a Shareholders’ general
meeting or to the relevant governing
authority for confirmation.
To the extent that the Company is
able to repay its debts, it shall pay:
the liquidation expenses, wages of
staff and workers, labour insurance
fees, outstanding taxes, and the
Company’s debts.
The assets of the Company remaining
after its debts have been repaid in
accordance with the provisions of the
preceding paragraph shall be
distributed to its shareholders
according to the classes and
proportion of their shareholdings.
During the liquidation period, the
Company shall not commence any
new operational activities.
(Article 158 of the Essential Clauses)		 Article 200~~186~~
After sorting out
the Company’s assets and the
preparation of the balance sheet
and an inventory of assets, the
liquidation group shall formulate
a liquidation plan and present it to
a Shareholders’ general meeting
or to thePeople’s Court
~~relevant~~
~~governing authority~~
for
confirmation.
To the extent that the Company is
able to repay its debts, it shall
pay: the liquidation expenses,
wages of staff and workers,social
insurance premiums and legal
indemnities
~~labour insurance~~
~~fees~~
~~,~~outstanding taxes, and the
Company’s debts,the remaining
properties may be distributed
according to the proportion of
shares held by the shareholders
.
~~The assets of the Company~~
~~remaining after its debts have~~
~~been repaid in accordance with~~
~~the provisions of the preceding~~
~~paragraph shall be distributed to~~
~~its shareholders according to the~~
~~classes and proportion of their~~
~~shareholdings.~~
During the liquidation period, the
Companycontinues to exist but
shall not commence any
~~new~~
~~o~~perational activitiesthat has
nothing to do with liquidation
.
None of the properties of the
Company may be distributed to		 Article 200After sorting out the
Company’s assets and the preparation of
the balance sheet and an inventory of
assets, the liquidation group shall
formulate a liquidation plan and present
it to a Shareholders’ general meeting or
to the People’s Court for confirmation.
To the extent that the Company is able
to repay its debts, it shall pay: the
liquidation expenses, wages of staff and
workers, social insurance premiums and
legal indemnities, outstanding taxes, and
the Company’s debts, the remaining
properties may be distributed according
to the proportion of shares held by the
shareholders.
During the liquidation period, the
Company continues to exits but shall not
commence any operational activities that
has nothing to do with liquidation.
None of the properties of the Company
may be distributed to any shareholder
before they are used for debts payoff as
described in the preceding paragraph.		 Article 184 of the
Guidelines for
Articles of
Association

any shareholder before they are

used for debts payoff as
described in the preceding
paragraph.
~~(Article 158 of the Essential~~
~~Clauses)~~

– I-126 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

342 Article 187If after putting the
Company’s assets in order and
preparing a balance sheet and an
inventory of assets in connection with
the liquidation of the Company
resulting from dissolution, the
liquidation group discovers that the
Company’s assets are insufficient to
repay the Company’s debts in full, the
liquidation group shall immediately
apply to the People’s Court for a
declaration of insolvency.
After a Company is declared insolvent
by a ruling of the People’s Court, the
liquidation group shall turn over
liquidation matters to the People’s
Court.
(Article 159 of the Essential Clauses)		 Article 201~~187~~
~~If~~
the Company’s ass
preparing a balanc
inventory of assets
~~ih h liidi~~		 Article 201After putting the Company’s
assets in order and preparing a balance
sheet and an inventory of assets, if the
liquidation group discovers that the
Company’s assets are insufficient to
repay the Company’s debts in full, the
liquidation group shall apply to the
People’s Court for a declaration of
insolvency in accordance with the law.
After a Company is declared insolvent
by a ruling of the People’s Court, the
liquidation group shall turn over
liquidation matters to the People’s Court.		 Article 185 of the
Guidelines for
Articles of
Association
343 Article 188Following the completion
of liquidation, the liquidation group
shall present a report on liquidation
and prepare a statement of the receipts
and payments during the period of
liquidation and financial books and
records which shall be audited by
Chinese registered accountants and
submitted to the Shareholders’
general meeting or the relevant
governing authority for confirmation.
The liquidation group shall also
within thirty (30) days after such
confirmation, submit the documents
referred to in the preceding paragraph
to the company’s registration
authority and apply for cancellation
of registration of the Company, and
publish a public notice relating to the
termination of the Company.
(Article 160 of the Essential Clauses)		 Article202
~~188~~
Following the
completion of liquidation, the
liquidation group shall present a
report on liquidation and~~prepare~~
~~a statement of the receipts and~~
~~payments during the period of~~
~~liquidation and financial books~~
~~d d hih hll b did~~		 Article 202Following the completion of
liquidation, the liquidation group shall
present a report on liquidation and
submit the report to the Shareholders’
general meeting or the People’s Court
for confirmation. It shall also submit the
documents to the company’s registration
authority and apply for cancellation of
registration of the Company, and publish
a public notice relating to the
termination of the Company.		 Article 186 of the
Guidelines for
Articles of
Association
~~an recors wc sa e aute~~
~~b hi id~~
~~y Cnese regstere accountants~~
~~and~~
~~s~~ubmit~~ted~~
the report
to the
Shareholders’ general meeting or
the People’s Court
~~the relevant~~
~~governing authority~~
for
confirmation. It shall also
~~The liquidation group shall also~~
~~within thirty (30) days after such~~
~~confirmation,~~
~~s~~ubmit the
documents~~referred to in the~~
~~preceding paragraph~~
to the
company’s registration authority
and apply for cancellation of
registration of the Company, and
publish a public notice relating to
the termination of the Company.
~~(Article 160 of the Essential~~
~~Clauses)~~
~~(rtce~~
~~Clauses)~~
344 Addition Article 203
liquidation		 Article 203The members of the
liquidation group shall devote
themselves to their duties and perform
their obligations of liquidation in
accordance with the law.
None of the members of the liquidation
group may take advantage of his/her
position to take any bribe or any other
illegal proceeds, nor may he/she
misappropriate any of the properties of
the Company.
Where any of the members of the
liquidation group causes any loss to the
Company or any creditor by intention or
due to gross negligence, he/she shall be
liable for compensation.		 Article 187 of the
Guidelines for
Articles of
Association

themselves
perform th

liquidation

the law.
None of the
liquidation

advantage

take any br

misappropriate any of the
properties of the Company.
Where any of the members of
the liquidation group causes any

loss to the Company or any
creditor by intention or due to
gross negligence, he/she shall be

liable for compensation.

– I-127 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

345 Addition Article 204
is declared		 Where the Company Article 204Where the Company is
declared bankrupt by law, it shall carry
out a bankruptcy liquidation according
to the legal provisions concerning
bankruptcy liquidation.		 Article 188 of the
Guidelines for
Articles of
Association

shall carry

liquidation
346 CHAPTER 22 PROCEDURES FOR
AMENDMENT OF THE
COMPANY’S ARTICLES OF
ASSOCIATION		 CHAPTER 14
~~22 ~~
~~PROCEDURES FOR~~
AMENDMENT OF THE
COMPANY’S ARTICLES OF
ASSOCIATION		 CHAPTER 14 AMENDMENT OF
THE COMPANY’S ARTICLES OF
ASSOCIATION
347 Article 189The Company may amend
its articles of association in
accordance with the requirements of
laws, administrative regulations and
the Company’s articles of association.
(Article 161 of the Essential Clauses)		 Article 205~~189~~
The Company
may amend its articles of
association in accordance with the
requirements of laws,
administrative regulations and the
Company’s articles of association.
The Company shall make
amendments to the articles of
association under one of the
following circumstances:
(1) due to the amendments of
the Company Law or relevant
laws and administrative
regulations, the matters
stipulated in the articles of
association are in conflict with
the provisions of the amended
laws and related administrative
regulations;
(2) when changes occur within
the Company, leading to
inconsistencies with the matters		 Article 205The Company may amend
its articles of association in accordance
with the requirements of laws,
administrative regulations and the
Company’s articles of association. The
Company shall make amendments to the
articles of association under one of the
following circumstances:
(1) due to the amendments of the
Company Law or relevant laws and
administrative regulations, the matters
stipulated in the articles of association
are in conflict with the provisions of the
amended laws and related administrative
regulations;
(2) where a change happens in the
Company’s situation leads to
inconsistence with the matters stated in
the articles of association;
(3) the Shareholders’ general meeting
decides to amend the articles of
association.		 Article 189 of the
Guidelines for
Articles of
Association
stated in the articles of
association;
(3) the Shareholders’ general
meeting decides to amend the
articles of association.
~~(Article 161 of the Essential~~
~~Clauses)~~
348 Article 190These Article of
Association may be amended in
accordance with the following
procedures:
(1) the board shall adopt a resolution
in accordance with these Articles of
Association to propose amendments
to these Articles of Association by
shareholders in general meeting and
to formulate the proposal for
amendments;
(2) the shareholders shall be notified
of the proposals for amendments and
a general meeting shall be convened
to vote on the amendments;
(3) the amendments put to the vote at
a general meeting shall be passed by
way of a special resolution.		 Article 206~~190~~
These Article of
Association may be amended in
accordance with the following
procedures:
(1) the board shall adopt a
resolution in accordance with
these Articles of Association to
propose amendments to these
Articles of Association by
shareholders in general meeting
and to formulate the proposal for
amendments;
(2) the shareholders shall be
notified of the proposals for
amendments and a general
meeting shall be convened to vote
on the amendments;
(3) the amendments put to the
vote at a general meeting shall be
passed by way of a special
resolution.		 Article 206These Article of Association
may be amended in accordance with the
following procedures:
(1) the board shall adopt a resolution in
accordance with these Articles of
Association to propose amendments to
these Articles of Association by
shareholders in general meeting and to
formulate the proposal for amendments;
(2) the shareholders shall be notified of
the proposals for amendments and a
general meeting shall be convened to
vote on the amendments;
(3) the amendments put to the vote at a
general meeting shall be passed by way
of a special resolution.

– I-128 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

349 Article 191The amendment to these
Articles of Association involving the
contents of the Essential Clauses, and
involving any change relating to the
Company name, residence, legal
representative, registered capital, type
of corporate, scope of business, term
of operation, name of promoters of
the Company, application shall be
made for registration of the changes
in accordance with law to the
company registration authority.		 Article 207~~191~~
the articles of		 Article 207~~191~~
the articles of		 Article 207Amendments to the articles
of association that have been approved
by a resolution of the shareholders’
general meeting and require approvals
from relevant competent authority shall
be submitted to the competent authority
for approval; if these changes involve
matters related to company registration,
an application shall be made for change
in registration in accordance with the
law.		 Article 190 of the
Guidelines for
Articles of
Association
~~ssocaton nvovng te contents~~
~~of the Essential Clauses, and~~
~~involving any change relating to~~
~~the Company name, residence,~~
~~legal representative, registered~~
~~capital, type of corporate, scope~~
~~of business, term of operation,~~
~~name of promoters of the~~
~~Company, application shall be~~
~~made for registration of the~~
~~h i d ih l~~
~~canges n~~
~~h~~		 ~~ccorance wt aw to~~
~~y registration~~
~~te compan~~
~~authority.~~
350 Addition Article 208
directors s		 The board of
hall amend the
association in
with the resolution
eholders’ general
d the comments of
t competent		 Article 208The board of directors shall
amend the articles of association in
accordance with the resolution of the
Shareholders’ general meeting and the
comments of the relevant competent
authority.		 Article 191 of the
Guidelines for
Articles of
Association
articles of
accordance
of the Shar
meeting an

the relevan

authority.
351 Addition Article 209
the articles		 Article 209Any amendment to the
articles of association shall be subject to
announcement if required by the
laws,regulations and the Hong Kong
Listing Rules.		 Article 192 of the
Guidelines for
Articles of
Association
be subject
352 CHAPTER 23 SETTLEMENT OF
DISPUTES		 Deletion The Essential
Clauses are
repealed.

– I-129 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

353 Article 192The Company shall act
according to the following principles
to settle disputes:
(1) Whenever any disputes or claims
arising between: holders of the
Overseas-Listed Foreign-Invested
Shares and the Company; holders of
the Overseas-Listed Foreign-Invested
Shares and the Company’s directors,
supervisors, general manager, deputy
general managers or other senior
administrative officers; or holders of
the Overseas-Listed Foreign-Invested
Shares and holders of Domestic-
Invested Shares, based on these
articles of association or any rights or
obligations conferred or imposed by
the Company Law or any other
relevant PRC laws and administrative
regulations concerning the affairs of
the Company, such disputes or claims
shall be referred by the relevant
parties to arbitration.
Where a dispute or claim of rights
referred to in the preceding paragraph
is referred to arbitration, the entire
claim or dispute must be referred to
arbitration, and all persons who have
a cause of action based on the same
facts giving rise to the dispute or
claim or whose participation is
necessary for the resolution of such
dispute or claim, shall abide by the
arbitration provided that such person
is the Company or the Company’s
shareholder, director, supervisor,
general manager, deputy general
manager or other senior
administrative officer.
Disputes in relation to the definition
of shareholders and disputes in
relation to the shareholders’ register
need not be resolved by arbitration.
(2) A claimant may elect arbitration
at either the China International
Economic and Trade Arbitration
Commission in accordance with its
Rules or the Hong Kong International
Arbitration Centre in accordance with
its Securities Arbitration Rules. Once
a claimant refers a dispute or claim to
arbitration, the other party must
submit to the arbitral body elected by
the claimant. If a claimant elects
arbitration at Hong Kong
International Arbitration Centre, any
party to the dispute or claim may
apply for a hearing to take place in
Shenzhen in accordance with the
Securities Arbitration Rules of the
Hong Kong International Arbitration
Centre.
(3) If any disputes or claims of rights
are settled by way of arbitration in
accordance with sub-paragraph (1) of
this Article, the laws of the People’s
Republic of China shall apply, save as
otherwise provided in laws and
administrative regulations.
(4) The award of an arbitration body
shall be final and conclusive and
binding on all parties.
(Article 163 of the Essential Clauses)		 Deletion The Essential
Clauses are
repealed.

– I-130 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

354 CHAPTER 24 NOTICES Deletion
355 Article 193Unless otherwise stated
in these Articles of Association, the
notice, information or written
statements issued by the Company to
the holders of overseas listed foreign
shares listed in Hong Kong shall be
dispatched to such shareholders by
hand or by mail to the registered
address of each holder of overseas
listed foreign shares. The notice to
the holders of overseas listed foreign
shares listed in Hong Kong shall be
sent in Hong Kong as possible.
Any notice of the Company to its
holders of domestic shares may be
served by way of announcement in
one or more newspapers designated
by the securities regulatory authorities
of the State. Upon publication of such
announcement, all holders of
domestic shares shall be deemed to
have received such notice.		 Deletion The Essential
Clauses are
repealed.
356 Article 194 Where a notice is sent by
post, the notice shall be deemed to be
served by putting the notice into a
properly addressed, prepaid postage
envelope and depositing the same in a
mail box. Such notice shall be deemed
to have been served upon expiration
of 5 days after the envelope
containing the notice has been posted.		 Deletion The Essential
Clauses are
repealed.
357 Article 195 Any notices, documents,
information or written statements
issued by shareholders or directors to
the Company shall be delivered by
hand or sent by registered mail to the
legal address of the Company.		 Deletion The Essential
Clauses are
repealed.
358 Article 196 In order to prove that
such notices, documents, information
or written statements have been
already sent, shareholders or directors
shall provide evidence to prove that
such notice, document, information or
written statement have been sent
within the prescribed time in the
normal way of sending with postage
prepaid to the correct address of the
Company.		 Deletion The Essential
Clauses are
repealed.
359 CHAPTER 25 SUPPLEMENTARY CHAPTER 15
~~25~~
SUPPLEMENTARY		 CHAPTER 15 SUPPLEMENTARY

– I-131 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

360 Addition Article 210Definitions
(1) Controlling shareholder
refers to a shareholder whose
ordinary shares (including
preference shares with voting
rights restored) represent more
than fifty percent of the total
share capital of the Company;
or in case the proportion of
shareholding is less than fifty
percent, the voting rights
attached to the shares held by
such shareholder can exert
material effect on the
resolutions of the Shareholders’		 Article 210Definitions
(1) Controlling shareholder refers to a
shareholder whose ordinary shares
(including preference shares with voting
rights restored) represent more than fifty
percent of the total share capital of the
Company; or in case the proportion of
shareholding is less than fifty percent,
the voting rights attached to the shares
held by such shareholder can exert
material effect on the resolutions of the
Shareholders’ general meeting.
(2) A “de facto controller” refers to a
person who is able to dominate the acts
of the Company by means of its
investment relations, agreement or other
arrangements despite that he/she is not a
shareholder of the Company.
(3) “Connected relationship” refers to
the relation between the controlling
shareholder, de facto controller,
directors, supervisors, senior
administrative officers (including the
connected persons of the above, as
defined in the Hong Kong Listing Rules)
of the Company and the enterprise that
they control directly or indirectly, and
other relation that may cause the transfer
of interest of the Company. However,
the relation between fellow state-
controlled enterprises shall not be
deemed as connected relationship merely
because they are both controlled by the
State.
(4) “Subsidiary(ies) of the Company”
refers to a company in which the
Company holds more than fifty percent
of its shares or may determine the
election of majority of the member of its
board of directors or may have de facto
control through agreements or other
arrangements.
(5) “RMB” refers to Renminbi, the
lawful currency of the People’s Republic
of China, unless otherwise specified
herein.		 Article 193 of the
Guidelines for
Articles of
Association
general meeting.
(2) A“de facto controller”
refers to a person who is able to

dominate the acts of the
Company by means of its
investment relations, agreement

or other arrangements despite
that he/she is not a shareholder
of the Company.
(3)“Connected relationship”
refers to the relation between
the controlling shareholder, de
facto controller, directors,
supervisors, senior
administrative officers
(including the connected
persons of the above, as defined

in the Hong Kong Listing Rules)

of the Company and the
enterprise that they control
directly or indirectly, and other

relation that may cause the
transfer of interest of the
Company. However, the relation

between fellow state-controlled
enterprises shall not be deemed
as connected relationship
merely because they are both
controlled by the State.
(4)“Subsidiary(ies) of the
Company” refers to a company
in which the Company holds
more than fifty percent of its
shares or may determine the
election of majority of the
member of its board of directors
or may have de facto control
through agreements or other
arrangements.
(5)“RMB” refers to Renminbi,
the lawful currency of the
People’s Republic of China,
unless otherwise specified
herein.

unless othe

herein.
361 Addition Article 211 Unless otherwise
provided herein, for the
purposes of these articles of
**association, the terms“at least”, **		 Article 211Unless otherwise provided
herein, for the purposes of these articles
of association, the terms “at least”,
“within” and “not more than” shall
include the number itself; and the terms
“less than”, “lower than”, “other than”,
“more than”, “over”, “exceed”, “before”
and “after” shall not include the number
itself.		 Article 196 of the
Guidelines for
Articles of
Association

“within” and“not more than”
shall include the number itself;
and the terms“less than”,
“lower than”, “other than”,
“more than”, “over”, “exceed”,
“before” and“after” shall not
include the number itself.

– I-132 –

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

362 Addition Article 212
association		 Article 212
association		 Article 212
association		 Article 212The articles of association
are written in Chinese. In the event that
there is a discrepancy between any other
language version or different version
hereof and the articles of association, the
most recent Chinese version hereof
registered with the company registration
authority shall prevail. In case of any
inconsistency between the Chinese
version and other versions, the Chinese
version shall prevail.		 Article 195 of the
Guidelines for
Articles of
Association
Chinese. In
articles of association, the most
recent Chinese version hereof
registered with the company
registration authority shall
prevail. In case of any
inconsistency between the
Chinese version and other
versions, the Chinese version
shall prevail.

prevail. In case

inconsistency be

Chinese version
versions, the Ch

shall prevail.
363 Article 197In these articles of
association, the meaning of an
accountants firm is the same as that
of “auditors”.		 Article~~197~~
~~2~~13I
of association, th
accountants firm
that of “auditors”
Kong Listing Ru		 n these articles
e meaning of an
is the same as
in the Hong
les
.		 Article 213In these articles of
association, the meaning of an
accountants firm is the same as that of
“auditors” in the Hong Kong Listing
Rules.		 Amendments to the
details.
364 Addition Article 214
directors m		 The board of
rmulate by-laws		 Article 214The board of directors may
formulate by-laws in accordance with
the provisions of the articles of
association, provided that such by-laws
shall not be in violation of the articles of
association.		 Article 194 of the
Guidelines for
Articles of
Association
ay fo

in accorda
nce w
provisions of the

by-laws sh
of the artic les of association.
365 Addition Article 215
directors s		 Article 215The board of directors shall
be responsible for the interpretation of
the articles of association.		 Article 197 of the
Guidelines for
Articles of
Association

articles of
366 Addition Article 216
articles of		 The appendix to the
association includes
procedures of
rs’ general meeting,
procedures of the
rectors and the rules		 Article 216The appendix to the articles
of association includes the rules of
procedures of Shareholders’ general
meeting, the rules of procedures of the
board of directors and the rules of
procedures of the supervisory
committee.		 Article 198 of the
Guidelines for
Articles of
Association
the rules of

Shareholde
the rules of

board of di
of procedures of the supervisory

committee.
367 Addition Article 217
association		 The articles of
shall be effective and		 Article 217The articles of association
shall be effective and implemented from
the date of approval by the Shareholders’
general meeting of the Company. If the
amendments to the articles of association
are subject to the approval of the
competent authority, such amendments
shall become effective from the date of
approval.
implemented from the date of
approval by the Shareholders’
general meeting of the
Company. If the amendments to

the articles of association are
subject to the approval of the
competent authority, such
amendments shall become
effective from the date of
approval.

– I-133 –

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR GENERAL MEETINGS

APPENDIX II

The English version of this Appendix is an unofficial translation of its Chinese version prepared for reference only. In case of any discrepancy between the two versions, the Chinese version shall prevail.

Details of the Proposed Amendments to the Rules of Procedures for General Meetings (i.e. the full text after the amendments) are set out below:

Shenyang Public Utility Holdings Company Limited

Rules of Procedures for General Meeting

CHAPTER 1 GENERAL PROVISIONS

Article 1 In order to safeguard the legitimate rights and interests of all shareholders (hereinafter referred to as a ‘‘Shareholder’’ or the ‘‘Shareholders’’) of Shenyang Public Utility Holdings Company Limited (hereinafter referred to as the ‘‘Company’’), ensure the standard and efficient operation of the Company’s general meeting, and ensure that the Shareholders can exercise their rights equally and effectively, these rules are formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the ‘‘Company Law’’), the Securities Law of the People’s Republic of China, The Guidelines for Articles of Association of Listed Companies and 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 the Articles of Association of Shenyang Public Utility Holdings Company Limited (hereinafter referred to as the ‘‘Articles of Association’’) and the laws and the relevant regulations of the stock exchange of the place where the Company’s shares are listed, as well as taking into account the actual situation of the Company.

Article 2 These rules shall apply to the Company’s general meeting and are binding on the Company, all Shareholders, directors, supervisors, senior management of the Company and other relevant persons attending the general meeting as non-voting participants.

Article 3 The general meeting shall be constituted by all Shareholders and shall exercise powers stipulated in the relevant laws, the Hong Kong Listing Rules and the Articles of Association. No entity or individual may illegally interfere with the shareholders’ disposition of their own rights.

Article 4 All Shareholders who legally hold the Company’s shares are entitled to attend or appoint a proxy to attend the general meeting, and enjoy rights such as the right to know, the right to speak, the right to question and the right to vote in accordance with the relevant laws and these rules. Shareholders and their proxies attending the meeting shall strictly abide by the provisions of the Company Law and other relevant laws, the Articles of Association and these rules, consciously maintain the order of the meeting, and shall not infringe upon the legitimate rights and interests of other Shareholders.

Article 5 The Company’s board of directors shall organize general meeting conscientiously and on time in strict accordance with the provisions regarding the convening and holding of general meetings as stipulated in the Company Law and other relevant laws, the

– II-1 –

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR GENERAL MEETINGS

APPENDIX II

Hong Kong Listing Rules, the Articles of Association and these rules. All directors of the Company shall perform their duties diligently and ensure that general meeting is properly convened and exercises its powers in accordance with the laws.

Article 6 The preparation and organization of the general meeting shall be carried out by the secretary to the board of directors and the office of the board of directors of the Company. CHAPTER 2 GENERAL PROVISIONS FOR GENERAL MEETINGS

Article 7 The general meeting is the organ of authority of the Company and shall exercise the following functions and powers in accordance with laws:

  • (1) to decide on the Company’s operational policies and investment plans;

  • (2) to elect and replace directors and supervisors who are not employee representatives, and decide on matters relating to the remuneration of the directors and supervisors;

  • (3) to elect and replace the supervisors who are representatives of Shareholders and decide on matters relating to the remuneration of the supervisors;

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

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

  • (6) to consider and approve the Company’s proposed annual preliminary and final financial budgets;

  • (7) to consider and approve the Company’s profit distribution plans and plans for making up losses;

  • (8) to decide on increases or reductions in the Company’s registered capital;

  • (9) to decide on matters such as merger, division, dissolution, liquidation or change of company form of the Company;

  • (10) to decide on the issue of debentures by the Company;

  • (11) to decide on the appointment and dismissal of the accountants of the Company;

  • (12) to amend the Articles of Association;

  • (13) to consider and approve guarantee matters subject to approval by the general meeting;

  • (14) to consider the Company’s purchase and sale of major assets within one year that exceed 30% of the Company’s latest audited total assets;

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR GENERAL MEETINGS

APPENDIX II

  • (15) to consider and approve changes in the use of proceeds from fundraising activities;

  • (16) to consider equity incentive plans and employee stock ownership plans;

  • (17) to consider other matters that are required to be decided by the general meeting as stipulated in laws, administrative regulations, departmental rules, the Hong Kong Listing Rules or the Articles of Association.

Article 8 The general meetings of Shareholders are divided into annual general meetings and extraordinary general meetings. The annual general meeting shall be held once a year and within six months from the end of the preceding financial year.

Article 9 In any of the following circumstances, the Company shall convene an extraordinary general meeting within two months from the date of occurrence of the relevant event:

  • (1) when the number of directors is less than the number of directors required by the Company Law or two thirds of the number of directors specified in the Articles of Association;

  • (2) when the unrecovered losses of the Company amount to one third of the total amount of its share capital;

  • (3) when a Shareholder/Shareholders individually or collectively holding 10% or more of the Company’s shares makes/make a written request (the number of shares held is calculated based on the number of shares held on the date when the written request is made);

  • (4) when deemed necessary by the board of directors or as requested by the supervisory committee.

  • (5) other circumstances stipulated in laws, administrative regulations, departmental rules, the Hong Kong Listing Rules or the Articles of Association.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR GENERAL MEETINGS

APPENDIX II

CHAPTER 3 CONVENING OF GENERAL MEETING

Article 10 Independent non-executive directors have the right to propose to the board of directors to convene an extraordinary general meeting. Regarding such proposal of the independent non-executive directors, the board of directors shall provide written feedback on whether it agrees or disagrees with convening an extraordinary general meeting within ten days after receiving the proposal in accordance with the provisions of laws, administrative regulations and the Articles of Association. If the board of directors agrees to convene an extraordinary general meeting, it shall issue a notice convening the meeting within five days after making the resolution of the board of directors; if the board of directors does not agree to convene an extraordinary general meeting, it shall explain the reasons and make an announcement.

Article 11 The supervisory committee has the right to propose to the board of directors the convening of an extraordinary general meeting, and shall submit the proposal to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, provide written feedback on whether it agrees or disagrees with convening the meeting within ten days after receiving the proposal.

If the board of directors agrees to convene an extraordinary general meeting, it shall issue a notice convening the meeting within five days after making the resolution of the board of directors. Any changes to the original proposal in the notice shall be made with the consent of the supervisory committee.

If the board of directors does not agree to convene an extraordinary general meeting, or fails to provide feedback within ten days after receiving the proposal, it shall be deemed that the board of directors is unable to perform or fails to perform its duty to convene a general meeting, and the supervisory committee may convene and preside over the meeting on its own.

Article 12 A Shareholder/Shareholders individually or collectively holding 10% or more of the Company’s shares has/have the right to request the board of directors to convene an extraordinary general meeting, and shall submit the request to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, provide written feedback on whether it agrees or disagrees with convening an extraordinary general meeting within ten days after receiving the request.

If the board of directors agrees to convene an extraordinary general meeting, it shall issue a notice convening the meeting within five days after making the resolution of the board of directors. Any changes to the original request in the notice shall be made with the consent of the relevant Shareholder/Shareholders.

If the board of directors does not agree to convene an extraordinary general meeting, or fails to provide feedback within ten days after receiving the request, the Shareholder/ Shareholders individually or collectively holding 10% or more of the Company’s shares has/ have the right to propose to the supervisory committee to convene an extraordinary general meeting, and shall make the request in writing to the supervisory committee.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR GENERAL MEETINGS

APPENDIX II

If the supervisory committee agrees to convene an extraordinary general meeting, it shall issue a notice convening the meeting within five days after receiving the request. Any changes to the original request in the notice shall be made with the consent of the relevant Shareholder/ Shareholders.

If the supervisory committee fails to issue a notice convening the general meeting within the prescribed period, it shall be deemed that the board of supervisors will not convene and preside over the general meeting. The Shareholder/Shareholders individually or collectively holding 10% or more of the Company’s shares for more than ninety consecutive days may convene and preside over the meeting on its/their own.

Article 13 If the supervisory committee or Shareholder/Shareholders decide to convene a general meeting on their own, they shall notify the board of directors in writing, and file the same with the securities regulatory authority at the place where the Company is incorporated and the stock exchange where the Company’s shares are listed (if required) in accordance with applicable regulations.

The shareholding of the Shareholders convening the meeting shall not be less than 10% until the resolutions of the general meeting are announced.

The supervisory committee or convening Shareholders shall, at the time when the notice of the general meeting is issued and the resolutions of the general meeting are announced, submit relevant supporting materials to the securities regulatory authority at the place where the Company is incorporated and the stock exchange where the Company’s shares are listed (if required) in accordance with applicable regulations.

The board of directors and the secretary to the board of directors shall cooperate with the general meeting convened by the supervisory board or Shareholders on its/their own. The board of directors shall provide a register of Shareholders as at the record date. The register of Shareholders so obtained by the convener shall not be used for any purpose other than convening the meeting.

Article 14 In the case that the board of supervisors or Shareholders convene a general meeting on its/their own, the necessary expenses for the meeting shall be borne by the Company.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR GENERAL MEETINGS

APPENDIX II

CHAPTER 4 PROPOSALS AND NOTICES OF GENERAL MEETINGS

Article 15 When the Company convenes a general meeting, the board of directors, the supervisory committee and the Shareholder/Shareholders individually or jointly holding more than 3% of the Company’s shares shall have the right to submit proposals to the Company.

The contents of proposals shall be matters falling within the functions and powers of general meetings, set out specific matters for consideration and resolution, and comply with relevant requirements of laws, administrative regulations and the Articles of Association.

Article 16 The Shareholder/Shareholders individually or collectively holding more than 3% of the Company’s shares may put forward ad hoc proposals ten days before the date of the general meeting and shall submit the same in writing to the convener. The convener shall issue a supplementary notice of the meeting within two days after receiving the proposals and announce the contents of the ad hoc proposals.

Except as referred to in the preceding paragraph, the convener shall not amend the proposals set out in the notice of the general meeting or add any new proposals subsequent to the issue of the notice.

Proposals which are not set out in the notice of the general meeting or are inconsistent with the Articles of Association shall not be voted on and passed as resolutions by the general meeting.

Article 17 The Company shall notify the Shareholders of the time, the venue of and the matters to be considered at the annual general meeting at least twenty-one days before such meeting is held, and for a Shareholders’ extraordinary general meeting, at least fifteen days before the meeting is held.

When calculating the aforesaid period, the Company shall exclude the date when the meeting is held.

Article 18 Notice of a general meeting shall be given to Shareholders (regardless of whether they are entitled to vote at the meeting) in one of the notice forms specified in Chapter 12 of the Articles of Association. For holders of domestic shares, the notice of the general meeting may be adopted to the effect that all holders of domestic shares shall be deemed to have received the notice once it is announced.

For holders of H shares, notice of the general meeting shall be made by publishing on the Company’s website and the website of the Hong Kong Stock Exchange. Subject to meeting the conditions of laws, administrative regulations, the Hong Kong Listing Rules and the Articles of Association, all holders of H shares shall be deemed to have received the notice of the general meeting once it is published.

– II-6 –

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR GENERAL MEETINGS

APPENDIX II

Article 19 The notice of a general meeting shall include the following:

  • (1) delivery in writing;

  • (2) the time, place and duration of the meeting;

  • (3) matters and proposals submitted to the meeting for consideration;

  • (4) explanation in obvious words: All holders of ordinary shares are entitled to attend the meeting and may appoint a proxy in writing to attend the meeting and participate in voting. The proxy does not have to be a Shareholder of the Company;

  • (5) the record date to ascertain Shareholders’ eligibility to attend the meeting;

  • (6) name and phone number of the permanent contact person for meeting affairs.

If the general meeting is held online or by other ways, the voting procedures online or other ways should be clearly stated in the notice of the meeting.

Article 20 After the notice of the general meeting is issued, the meeting shall not be postponed or canceled without justifiable reasons, and the proposals set out in the notice shall not be cancelled. In the event of postponement or cancellation, the convener shall make an announcement and explain the reasons at least two working days before the original date appointed for holding the meeting. If the listing rules of the place where the Company’s shares are listed have other provisions regarding the aforementioned matters, those provisions shall prevail.

CHAPTER 5 HOLDING OF GENERAL MEETING

Article 21 The place where the Company holds the general meeting shall be the Company’s domicile, the Company’s place of production and operations or other places specified in the notice of the meeting. The meeting should be held at a place and time where as many shareholders as possible can be present.

The general meeting should set up a venue, and be held as an in-person meeting, or as a hybrid meeting or online meeting at one or more locations. Meanwhile, other safe, economical and convenient methods shall be used to facilitate Shareholders’ participation in the meeting, subject to the provisions of the relevant laws, regulations, the Hong Kong Listing Rules or the Articles of Association. Shareholders who participate in the meeting through the above methods are deemed to be present.

A hybrid meeting refers to a general meeting (i) attended by Shareholders or their proxies in person at the main meeting location and one or more meeting locations (if applicable); and (ii) attended and participated in virtually by Shareholders or their proxies through electronic means.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR GENERAL MEETINGS

APPENDIX II

If Shareholders participate in the meeting remotely through other means such as the Internet, video or electronic means, they shall complete registration and identity verification in advance according to the requirements set out in the notice of the meeting, send their personal information to the Company, and use the network link and password provided by the Company to participate in the meeting. Without affecting the normal convening of the meeting, the board of directors and the presiding officer will arrange for Shareholders remotely participating in the meeting to speak and ask questions at the meeting. If the Company does not provide a voting system for Shareholders who participate in the meeting remotely, and such Shareholders are unable to attend the physical meeting, they can entrust proxies to vote on their behalf at the meeting.

After the notice of the general meeting is issued, the location of the physical meeting shall not be changed without justifiable reasons. If changes are indeed necessary, the convener shall make an announcement and explain the reasons at least 2 working days prior to the date of the physical meeting.

Directors, supervisors, and external certified public accountants who participate in the general meeting through electronic channels such as telephone or video conferencing shall be deemed to have attended the meeting in person.

Article 22 The Company’s board of directors and other conveners shall take necessary measures to ensure the normal order of the general meeting. Measures shall be taken to stop any behavior that interferes with the operation of the meeting, provokes troubles and infringes upon the legitimate rights and interests of Shareholders, which shall also be reported to the relevant departments for investigation and punishment in a timely manner.

Article 23 All holder of ordinary shares or their proxies registered as at the record date are entitled to attend the general meeting and exercise their voting rights in accordance with relevant laws, regulations and the Articles of Association.

Shareholders may attend the general meeting in person or appoint a proxy to attend and vote on their behalf.

Article 24 A Shareholder shall entrust his proxy in writing under signature of the Shareholder himself or of the attorney duly authorized by him in writing.

The power of attorney issued by a Shareholder to authorize another person to attend the general meeting shall specify the following contents:

  • (1) the name of the proxy and the name of the proxy;

  • (2) the number of shares of the proxy represented by the proxy;

  • (3) whether it is with or without voting rights;

  • (4) individual instructions to vote in favor of, against or abstain from voting on each matter included in the agenda of the general meeting;

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  • (5) whether it has the right to vote on the ad hoc proposals that may be included in the agenda of the general meeting, and (if applicable) the specific instructions on what kind of voting rights should be exercised;

  • (6) the date of issuance and validity period of the power of attorney;

  • (7) signature (or seal) of the proxy. If the proxy is a legal person of Shareholder, the instrument should be affixed with the seal of the legal person entity or signed by its director or attorney duly authorized.

The instrument should indicate whether the Shareholder’s proxy may vote according to his or her own will if the Shareholder does not give specific instructions.

Article 25 If an individual Shareholder attends a meeting in person, he or she shall produce his or her identity card or other valid documents or certificates that can indicate his or her identity, and a stock account card; if he or she entrusts a proxy to attend the meeting, the proxy shall produce his or her valid identity card and the Shareholder’s power of attorney.

For legal person Shareholders, their legal representative or an attorney entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he or she shall present his/her identity card and a valid certificate that proves his or her qualifications as a legal representative; if an attorney is appointed to attend the meeting, the attorney shall present his/her identity card and a written power of attorney issued by the legal representative of the legal person shareholder in accordance with the law.

Article 26 Any Shareholder entitled to attend and vote at a general meeting has the right to appoint one or several persons (the person may not be a Shareholder) as his/her proxy to attend and vote on his/her behalf. If the Shareholder is a legal person, it may appoint a representative to attend and vote. If the legal person Shareholder appoints a representative to attend, it shall be deemed to be present in person. A legal person shareholder may sign documents appointing a proxy through their duly authorized representative. A proxy so appointed shall be entitled to exercise the following rights pursuant to the authorization from that Shareholder:

  • (1) the Shareholder’s right to speak at the general meeting;

  • (2) the right to demand or join in demanding a poll for voting;

  • (3) the right to vote by show of hands or by a poll, provided that when more than one proxy is appointed, such proxies can only exercise voting rights by a poll. If any Shareholder is, under the Hong Kong Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such Shareholder in contravention of such requirement or restriction shall not be counted towards the voting results.

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Where a shareholder is a recognized clearing house (or its proxy), it may authorize one or more persons that it deems suitable to attend on its behalf any general meeting and creditors’ meeting. However, if more than one person is authorized, the power of attorney shall specify the number and class of shares involved in the appointment of each such person and the power of attorney shall be executed by a person authorized by the recognized clearing house. The person(s) so authorized can represent the recognized clearing house (or its proxy) to exercise its right and enjoy the same legal rights as other Shareholders, including the rights to speak and vote.

Article 27 If the instrument appointing a voting proxy is signed by a person under a power of attorney, the power of attorney or other authorization documents shall be notarized. The notarized power of attorney or other authorization document, together with instrument appointing a voting proxy, shall be deposited at the Company’s domicile or other place specified in the notice convening the meeting.

If the proxy is a legal person, its legal representative or such person as is authorized by resolution of its board of directors or other governing body may attend at any meeting of Shareholders of the Company as a representative of the proxy.

Article 28 The Company shall be responsible for preparing the meeting register of persons attending the meeting. The meeting register shall contain the names, identity card numbers, residential addresses of the participants, the number of shares held or represented with voting rights by the participants, the names of their proxies and other matters.

Article 29 The convener shall verify the legality of a Shareholder’s eligibility based on the register of Shareholders provided by the securities registration and clearing agency, and register the names of Shareholders and the number of shares with voting rights they hold. Registration for the meeting shall be closed before the presiding officer of the meeting announces the number of Shareholders and proxies present at the meeting and the total number of shares with voting rights held by them.

Article 30 When the general meeting is convened, all directors, supervisors and the secretary to the board of director of the Company shall attend the meeting, and the general manager and other senior management members shall attend the meeting as non-voting participants.

Article 31 The general meeting shall be chaired by the chairman of the board of directors. When the chairman is unable or fails to perform his duties, the vice chairman (if the Company has two or more vice chairman, the vice chairman jointly elected by more than half of the directors) will preside over the meeting. If the vice chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside over the meeting.

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A general meeting convened by the supervisory committee shall be presided over by the chairman of the supervisory committee. If the chairman of the supervisory committee is unable or fails to perform his duties, the vice chairman of the supervisory committee shall preside. If the vice chairman of the supervisory committee is unable or fails to perform his duties, a supervisor elected by more than half of the supervisors shall preside.

A general meeting convened by the Shareholders themselves shall be presided over by a representative elected by the convener.

At a general meeting, if the presiding officer of the meeting violates the rules of procedure which makes it impossible for the meeting to proceed, the meeting may, with the consent of more than half of the Shareholders with voting rights present at the meeting, elect one person to serve as the presiding officer of the meeting and continue.

Article 32 The presiding officer of the meeting may, if necessary, call upon the proposer of a resolution to explain it:

  • (1) For the proposer of the board of directors, the chairman or other person authorized by the chairman shall make the explanation;

  • (2) For the proposer of the supervisory committee or a Shareholder/Shareholders individually or jointly holding more than 3% of the Company’s total voting shares, the proposer or his legal representative or a legally valid Shareholder agent shall explain the proposal.

Article 33 Proposals included on the agenda of the meeting shall be deliberated before voting. The meeting shall allow each proposal a reasonable time for discussion. The presiding officer of the meeting shall verbally consult the Shareholders present at the meeting whether the deliberation has been completed. If there is no objection from the Shareholders present at the meeting, the deliberation shall be deemed to be completed.

Article 34 At the annual general meeting, the board of directors and the supervisory committee shall report to the meeting regarding their work over the past year. Each independent non-executive director shall also make a report regarding his/her performance of duties.

Article 35 Directors, supervisors and senior management members shall provide explanations and clarifications regarding Shareholders’ inquiries and suggestions at the general meeting.

Article 36 If Shareholders request to speak at a general meeting, they shall obtain permission from the presiding officer of the meeting and proceed in the order in which the requests to speak are made (if made at the same time, the speeches will be made in order of the number of shares held by the Shareholder or represented by the Shareholder’s proxy) and speak one after another. When Shareholders request to speak, they shall not interrupt the report in progress or the speeches of other Shareholders.

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When a Shareholder speaks at the meeting, he/she should first report his/her name or the Shareholder he/she represents and the number of shares held. The length and frequency of Shareholder speeches shall be determined by the presiding officer of the meeting in light of the circumstances.

Article 37 The general meeting shall have meeting minutes, which shall be maintained by the secretary to the board of directors.

The meeting minutes shall record the following:

  • (1) the time, location, agenda and name of the convener of the meeting;

  • (2) the name of the presiding officer of the meeting and the directors, supervisors, managers and other senior management attending the meeting;

  • (3) the number of Shareholders and proxies attending the meeting, the total number of shares with voting rights held by them and the proportion to the total number of shares of the Company;

  • (4) the deliberation process, key points of speeches and voting results of each proposal;

  • (5) shareholders’ inquiries or suggestions and corresponding replies or explanations;

  • (6) names of vote counters and scrutineers;

  • (7) other contents that should be included in the meeting minutes as stipulated in the Articles of Association.

Article 38 The convener shall ensure that the contents of the meeting minutes are true, accurate and complete. The directors, supervisors, secretary to the board of directors, convener or his representative, and presiding officer of the meeting who attended the meeting shall sign on the meeting minutes. The meeting minutes shall be maintained together with the signature books of the Shareholders present on site, the instrument appointing the proxy, and the valid materials on voting through the Internet and other methods, for a period no less than ten years.

Article 39 The convener shall ensure that the general meeting is held continuously until the final resolution is reached. If the meeting is suspended or cannot make resolutions due to force majeure or other special reasons, necessary measures should be taken to resume the meeting as soon as possible or directly terminate the meeting, and make an announcement in a timely manner.

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CHAPTER 6 VOTING AND RESOLUTIONS OF GENERAL MEETING

Article 40 The resolutions of the general meeting are divided into ordinary resolutions and special resolutions.

To adopt an ordinary resolution, votes representing more than half of the voting rights represented by the Shareholders (including their proxies) present at the meeting must be cast in favor of the resolution in order for it to be passed.

To adopt a special resolution, votes representing more than two-thirds of the voting rights represented by the Shareholders (including their proxies) present at the meeting must be cast in favor of the resolution in order for it to be passed.

Article 41 Except for matters required to be resolved by way of a special resolution as stipulated by laws, administrative regulations, the Hong Kong Listing Rules or the Articles of Association, other matters shall be resolved by way of an ordinary resolution at the general meeting.

Article 42 The following matters shall be resolved by way of a special resolution at the general meeting:

  • (1) any increase or reduction in the registered capital of the Company;

  • (2) division, spin-off, merger, dissolution and liquidation of the Company;

  • (3) modification of the Articles of Association;

  • (4) the Company’s purchase or disposal of major assets or the amount of guarantee provide by the Company within one year exceeding 30% of the Company’s latest audited total assets;

  • (5) equity incentive plan;

  • (6) any other matters as required by laws, administrative regulations, the Hong Kong Listing Rules or the Articles of Association, and that are considered to have a material impact on the Company if adopted by an ordinary resolution by the general meeting.

Article 43 Unless the Company is in crisis or other special circumstances, the Company shall not, without the approval of the general meeting, enter into any agreement with any persons other than the directors, general managers and other senior management members of the Company to hand over the management of all or significant operations of the Company to that person.

Article 44 Shareholders (including their proxies) may exercise voting rights in accordance with the number of shares carrying the right to vote represented by them and each share shall have one vote.

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Article 45 When the general meeting considers significant matters affecting the interests of small and medium-sized investors, the vote-taking for small and medium-sized investors shall be conducted separately, the results of which shall be disclosed to the public in a timely manner.

The Company’s shares held by the Company carry no voting rights, and such shares shall not be counted in for the calculation of the total number of shares carrying the right to vote at the general meeting.

If a Shareholder purchases the Company’s voting shares in violation of the provisions of paragraphs 1 and 2 of Article 63 of the Securities Law, within thirty-six months from the purchase, the shares exceeding the prescribed proportion shall not exercise voting rights, and shall not be counted in for the calculation of the total number of shares carrying the right to vote at the general meeting.

The Company’s board of directors, independent non-executive directors, Shareholders holding more than 1% of the voting shares, or investor protection institutions established in accordance with laws, administrative regulations or the requirements of the China Securities Regulatory Commission may publicly solicit shareholder voting rights. When soliciting voting rights from Shareholders, specific voting intentions and other information shall be fully disclosed to the solicitation targets. It is prohibited to solicit voting rights from Shareholders through paid or disguised payment methods. Except for statutory requirements, the Company may not impose minimum shareholding ratio restrictions on the solicitation of voting rights.

Article 46 The presiding officer of the meeting shall, before voting, announce the number of Shareholders and their proxies attending the meeting on-site and the total number of shares with voting rights represented by them, which shall be subject to the meeting registration.

Article 47 When the general meeting considers matters relating to connected transactions, connected Shareholders shall not participate in voting, and the number of voting shares represented by them shall not be counted in the total number of valid votes; the announcement of the resolutions of the general meeting shall fully disclose the votes of non-connected Shareholders.

Article 48 The list of candidates for directors and non-employee representative supervisors shall be proposed as resolutions to the general meeting for voting.

When the general meeting votes on the election of directors and supervisors, a cumulative voting system may be adopted in accordance with the provisions of the Articles of Association or the resolution passed at a general meeting.

Article 49 The cumulative voting system mentioned in the preceding paragraph means that when the general meeting elects directors or supervisors, each share has the same number of votes as the number of directors or supervisors to be elected, and the votes held by Shareholders can be cast collectively. The board of directors shall announce to Shareholders the biographical and basic information of candidate directors and supervisors.

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The implementation details of the cumulative voting system are as follows:

  • (1) If the cumulative voting system is adopted for the election of directors and supervisors, the candidates shall be listed in different resolution groups for submission to the meeting according to the categories of independent non-executive directors, directors (other than independent non-executive directors) and supervisors;

  • (2) Shareholders attending the meeting shall have the same number of votes for each share held as the number of directors or supervisors to be elected under each resolution group for which the cumulative voting system is adopted;

  • (3) The Shareholders may cast all their votes on one candidate or split them on a few candidates. Shareholders shall vote within the limit of the number of votes of each resolution group. In the event that the number of votes cast by the Shareholder exceeds the number of the votes he/she holds, or in the competitive election, the Shareholder casts votes in a way that exceeds the actual number of directors or supervisors to be elected, the vote on such resolution shall be deemed invalid.

  • (4) After the voting ends, the votes for each resolution will be calculated cumulatively.

Article 50 When the Shareholders’ meeting considers the proposal, no modifications shall be made to the proposal. Otherwise, the relevant changes shall be regarded as a new proposal and cannot be voted on at the meeting.

Article 51 The same voting right can only be exercised by one of on-site, online or other voting methods. In the event of repeated voting for the same voting right, the result of the first vote cast shall prevail.

Article 52 Voting at the Shareholder’ general meeting shall record the names of the voters.

Article 53 Shareholders attending the general meeting shall express one of the following opinions on the proposals submitted for voting: agree, oppose or abstain from voting, provided that the securities registration and clearing institution, as the nominal holder of shares under the stock connect mechanism between the mainland China and Hong Kong stock markets, shall declare in accordance with the actual holder’s intent.

Votes that are not filled in, incorrectly filled in, illegible, or not cast shall be deemed to be a waiver of the voter’s right to vote, and the number of shares held by the voter shall be counted as an ‘‘abstain’’.

Article 54 Before the Shareholders’ meeting votes on a proposal, two Shareholder representatives shall be elected to participate in the counting and supervision of votes. If the matters under consideration are connected to certain Shareholders, they and their proxies are not allowed to participate in vote counting or voting supervision.

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When the general meeting votes on a proposal, the Shareholder representatives and the supervisor representatives shall be jointly responsible for counting and supervising the votes, and the voting results shall be announced on the spot. The voting results of the resolution shall be recorded in the meeting minutes. If laws, administrative regulations, other normative documents, and the Hong Kong Listing Rules have other provisions on the methods of counting and scrutinizing votes, such provisions shall prevail.

Article 55 The physical meeting shall not end earlier than the online meeting or meeting held by other means. The presiding officer of the meeting shall announce the voting status and results of each proposal, and declare whether the proposal is passed based on the voting results.

Before the voting results are officially announced, the Company, vote counters, scrutineers, major Shareholders and other relevant parties involved in the on-site and other voting methods of the general meeting are obliged to keep the voting information confidential.

Article 56 If the presiding officer of the meeting has any doubt as to the result of a resolution submitted for voting, he/she may organize a vote count to count the votes cast; if the presiding officer of the meeting fails to do so, Shareholders or their agents attending the meeting who have any objection to the result announced by the presiding officer of the meeting have the right to request for the counting of votes immediately after the result of the voting is announced, and the presiding officer of the meeting shall organize the counting of votes immediately.

Article 57 If the general meeting passes the proposals regarding election of directors and supervisors, the new directors and supervisors will take office on the day when the meeting passes the relevant election proposals.

Article 58 In the event that the general meeting approves a proposal for cash distribution, stock dividend or capitalization of capital surplus, the Company shall implement the specific plan within two months after the conclusion of the general meeting.

Article 59 If the resolutions of the Company’s general meeting or board of directors violate laws and administrative regulations, the Shareholders have the right to request the people’s court to invalidate them.

If the convening procedures and voting methods of the general meeting or the board of directors violate laws, administrative regulations or the Articles of Association, or the content of the resolution violates the Articles of Association, the Shareholders have the right to request the people’s court to revoke the resolution within 60 days from the date the resolution is made.

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CHAPTER 7 SUPPLEMENTARY PROVISIONS

Article 60 In the event of any matters not covered in these rules and in the event of any inconsistency between the provisions of these rules and the laws, regulations, the Hong Kong Listing Rules enacted or amended after the effective date of these Rules or the Articles of Association formulated or amended by lawful procedures, the provisions of the relevant laws, regulations, the Hong Kong Listing Rules and the Articles of Association of the Company shall prevail.

Article 61 Revisions to these rules shall be drafted by the board of directors and shall take effect after being approved by the general meeting.

Article 62 The power of interpretation of these rules shall be vested in the board of directors.

Article 63 These rules shall come into effect on the date of being considered and adopted by the general meeting.

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The English version of this Appendix is an unofficial translation of its Chinese version prepared for reference only. In case of any discrepancy between the two versions, the Chinese version shall prevail.

Details of the Proposed Amendments to the Rules of Procedures for the Board of Directors (i.e. the full text after the amendments) are set out below:

Shenyang Public Utility Holdings Company Limited

Rules of Procedures for the Board of Directors

CHAPTER 1 GENERAL PROVISIONS

Article 1 In order to ensure the board of directors of Shenyang Public Utility Holdings Company Limited (hereinafter referred to as the ‘‘Company’’) exercise powers independently and effectively in accordance with laws and regulations, guarantee the efficient and standard operation and scientific decision-making of the board of directors, and improve the Company’s governance structure, these rules are formulated pursuant to the Company Law of the People’s Republic of China (hereinafter referred to as the ‘‘Company Law’’), the Securities Law of the People’s Republic of China, the Guidance for the Articles of Listed 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’’), the Articles of Association of Shenyang Public Utility Holdings Company Limited (hereinafter referred to as the ‘‘Articles of Association’’) and other pertinent requirements in the listing place of the Company or stock exchange, taking into account the Company’s conditions.

Article 2 The board of directors shall report to the shareholders’ general meeting. The board meeting is a major method adopted by the board of directors to discuss official business. Attending the board meeting is a basic way for directors to perform their responsibilities. CHAPTER 2 COMPOSITION AND POWER OF THE BOARD OF DIRECTORS

Article 3 The board of directors is composed of seven directors, which shall have one chairman and may have vice chairman, of whom three are executive directors and four are nonexecutive directors (including three independent non-executive directors). Among the members of the board of directors, external directors (referring to directors who do not hold internal positions within the Company, including independent non-executive directors) shall account for more than half of the board of directors. Independent non-executive directors shall account for more than one-third of the board of directors, and shall be not less than three persons.

At least one of the independent non-executive directors shall have appropriate professional qualifications or appropriate accounting or related financial management expertise. In other words, such independent non-executive directors must have, through experience as a public accountant or auditor or as a chief financial officer or principal

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accounting officer of a listed company or through performance of similar functions, experience with internal controls and in preparing, auditing, reviewing and analysing financial statements of listed companies

Article 4 Directors shall be elected by the shareholders’ general meeting for a term of three years. Directors may be re-elected upon expiration of their term of office. The chairman and vice chairman shall be elected by more than half of all directors for a term of three years and may be re-elected. Directors are not required to hold shares in the Company.

Article 5 The board of directors shall be responsible to the shareholders’ general meeting and exercise the following powers:

  • (1) to be responsible for convening the shareholders’ general meeting and to report on its work to the shareholders’ general meeting;

  • (2) to implement the resolutions of the shareholders’ general meeting;

  • (3) to decide on the Company’s business plans and investment plans;

  • (4) to formulate the Company’s annual preliminary and final financial budgets;

  • (5) to formulate the Company’s profit distribution plan and plan for making up losses;

  • (6) to formulate proposals for increases or reductions in the Company’s registered capital, the issuance of debentures or other securities and public listing;

  • (7) to draw up plans for the Company’s major acquisitions, acquisition of the shares in the Company, merger, division, dissolution and change of corporate form;

  • (8) under authorization by the shareholders’ general meeting, to decide on matters such as the Company’s external investment, assets acquisitions and disposals, asset pledge, guarantees, entrusted wealth management, bank credit, connected transactions and external donations, etc.;

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

  • (10) to decide on the appointment or dismissal of the Company’s general manager and secretary to the board of directors, and to determine their compensation, bonus and penalty issues; pursuant to the nomination of the general manager, to decide on the appointment or dismissal of the Company’s deputy general manager, financial controller and other senior management personnel, and to determine their compensation, bonus and penalty issues;

  • (11) to establish the Company’s basic management system;

  • (12) to formulate proposals for any amendments of the Articles of Association;

  • (13) to manage information disclosure matters of the Company;

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  • (14) to propose resolutions to the shareholders’ general meeting for the engagement or replacement of the accounting firm that provides auditing service to the Company;

  • (15) to receive report from the general manager of the Company and inspect the work of the general manager;

  • (16) to exercise other powers vested by laws, administrative regulations, departmental rules, provisions under the Hong Kong Listing Rules as well as authorized by the shareholders’ general meeting and the Articles of Association.

Article 6 The board of directors shall explain to the shareholders’ general meeting the non-standard audit opinions issued by certified public accountants on the Company’s financial report.

Article 7 The board of directors shall establish strict examination and approval procedures by setting the scope of authority for conducting external investment, assets acquisitions and disposals, asset pledge, guarantees, entrusted wealth management, connected transactions and external donations, etc.; major investment projects shall be examined by experts and other professionals, and be submitted to the shareholders’ general meeting for approval.

Article 8 The chairman of the board of directors shall exercise the following powers:

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

  • (2) to supervise and inspect the implementation of the board resolutions;

  • (3) to sign important documents of the board of directors and other documents that shall be signed by the legal representative of the Company;

  • (4) to propose a list of candidates for the general manager and the secretary to the board of directors of the Company;

  • (5) in the event of an occurrence of any severe natural disaster or any other force majeure event, to exercise his/her special power of disposition in relation to the affairs of the Company in compliance with the legal provisions and in the interests of Company and, subsequently report such disposition to the board of directors and shareholders’ general meeting;

  • (6) to exercise other powers conferred by the board of directors.

Article 9 The vice chairman of the Company is responsible for assisting the chairman. If the chairman cannot perform his/her duties or fails to perform his/her duties, the vice chairman shall perform the duties accordingly (if the Company has two or more vice chairmen, the vice

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chairman selected by more than half of the directors shall perform the relevant duties); if the vice chairman cannot perform his/her duties or fails to perform his/her duties, a director selected by more than half of the directors shall perform the relevant duties.

Article 10 The board of directors has an office of the board of directors, which is responsible for handling daily affairs of the board of directors. The secretary to the board of directors shall be in charge of the work of the office of the board of directors.

CHAPTER 3 CONVENING OF BOARD MEETINGS

Article 11 The board meetings include regular meetings and extraordinary meetings. The board of directors shall hold at least four regular meetings every year, and the board meetings shall be convened by the chairman of the board of directors. All directors shall be notified fourteen days before the date of the meeting.

Article 12 Before giving the notice on convening a regular board meeting, the office of the board of directors shall fully solicit the opinions of all directors and the general manager to form the initial proposal and then submit it to the secretary to the board of directors for review. The secretary to the board of directors shall then submit to the chairman for finalization.

Before finalizing a proposal, the chairman shall solicit the opinions of the general manager and other senior managers as necessary.

Article 13 Shareholders representing more than one-tenth of the voting rights, more than one-third of the directors or the supervisory committee may propose to convene an extraordinary board meetings. The chairman shall convene and preside over the board meeting within ten days after receiving the proposal.

Article 14 To hold an extraordinary board meeting according to the provision of the previous article, a written request proposal with signatures (seals) of the applicant shall be submitted to the chairman directly or by the office of the board of directors. The written request shall include the following contents:

  • (1) the applicant’s name;

  • (2) reasons or objective bases;

  • (3) time or period, venue and way of the meeting;

  • (4) clear and detailed proposals;

  • (5) contact methods of the applicant and request date, etc.

The contents of proposals shall fall within the scope of powers of the board of directors stipulated in the Articles of Association, and relevant materials shall be submitted together with these proposals. Upon receipt of the aforesaid proposals and relevant materials, the office

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of the board of directors shall submit them to the chairman on the same day. If the chairman considers contents of these proposals are unclear and vague and relevant materials insufficient, he/she may require the applicant to modify or supplement them.

Article 15 Board meetings are convened and presided over by the chairman. If the chairman cannot perform his/her duties or fails to perform his/her duties, the vice chairman shall convene and preside over the meetings. If the vice chairman cannot perform his/her duties or fails to perform his/her duties, a director selected by more than half of the directors shall convene and preside over the meetings.

Article 16 To hold a regular or an extraordinary board meeting, the office of the board of directors shall respectively send a written notice fourteen days and five days prior to the meeting to all directors, supervisors, general manager and secretary to the board of the directors by direct delivery, fax or email.

If an extraordinary board meeting is needed under urgent circumstances, the convener may issue the meeting notice orally or by telephone, without being subject to the above restrictions, in which case the convener shall give an explanation at the meeting.

Article 17 The written notice of board meeting shall include the following:

  • (1) date, place and duration of the meeting;

  • (2) methods of holding the meeting;

  • (3) reasons and issues;

  • (4) date of issuance of notice.

Oral meeting notice shall at least include Items (1) and (2) above, and the explanation that an extraordinary board meeting shall be held as early as possible under the urgent circumstances.

Article 18 The notice of board meeting issued by the Company shall provide sufficient information. When more than one-fourth of the directors or more than two independent nonexecutive directors consider the resolution information insufficient or the demonstration unclear, they may jointly propose to delay the board meeting or postpone the matters under consideration, which the board of directors shall approve.

Article 19 After the issuance of the written meeting notice of the regular board meeting, any changes of the time and location or any additions, changes or cancellations of the meeting proposals, a written change notice shall be issued three days before the original meeting date for the purpose of explaining the situation and new proposed content and related materials. If it is less than three days, the meeting date shall be postponed accordingly or held as scheduled after obtaining the approval of all attending directors.

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After the issuance of the notice of the extraordinary board meeting, any changes of the time and location or any additions, changes or cancellations of the meeting proposals, the approval of all attending directors shall be obtained in advance and corresponding records shall be kept.

Article 20 The board meetings could only be held with the attendance of more than half of the directors.

Supervisors may attend board meetings as non-voting attendees. If the general manager and secretary to the board of directors do not concurrently serve as directors, they shall attend board meetings as non-voting attendees. The convener, if considering necessary, may invite other relevant personnel to attend board meetings as non-voting attendees.

Article 21 Board meetings shall be attended by the directors in person. If a director is unable to attend for any reason, he/she may entrust in written other directors to attend on his/ her behalf. The power of attorney shall include the name of the representative, matters of representation, scope of authorization and validity period, and shall be signed or sealed by the entrustor.

A director attending the meeting on another director’s behalf shall exercise the rights of the director within the scope of authorization. If a director does not attend a board meeting and does not entrust a representative to attend, he/she shall be deemed to have waived his/her right to vote at the meeting.

Article 22 The person entrusting another person to attend or being entrusted by another person to attend a board meeting shall comply with the following principles:

  • (1) when reviewing connected transactions, neither related directors shall entrust or represent non-related directors to attend; nor non-related directors shall accept entrustment of related directors;

  • (2) neither independent non-executive directors shall entrust other directors other than independent non-executive directors to attend on their behalf, nor directors other than independent non-executive directors shall accept the entrustment of independent non-executive directors;

  • (3) neither directors shall fully authorize other directors to attend on their behalf without stating their personal opinions and voting intentions on the proposal, nor relevant directors shall accept entrustment of full authorization or unclear authorization.

  • (4) Each director can only accept the entrustment of one director, and a director shall not entrust a director who has accepted the entrustment of other directors to attend on his/her behalf.

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Article 23 Directors may learn information necessary for decision-making from relevant persons and institutions such as the office of the board of directors, meeting convener, general manager and other senior management personnel, special committees, accounting firm and law firm before the meeting. They may also suggest the chairman at the meeting to invite above persons and institution representatives to attend the meeting and make explanations.

Article 24 The Company’s functional departments are obliged to provide information and materials to the board of directors for decision-making. The functional departments and relevant personnel that provide information and materials shall be responsible for the authenticity, accuracy and completeness of the internal information of the Company, which can be objectively described. The reliability of external information and materials of the Company shall be evaluated before being provided to the board of directors for decision-making reference and explained to the board of directors.

CHAPTER 4 VOTING AT THE BOARD MEETING

Article 25 Board meetings shall generally be held on site. On the premise of ensuring that directors can fully express their opinions, written voting may be adopted instead of holding physical board meetings. However, the proposals submitted for written voting must be complete, comprehensive and be delivered to each director personally, by mail, fax or electronic communication. If the board of directors has distributed the proposed board resolutions to all directors, and the number of directors who signed and agreed has reached the number required for making the resolution in accordance with the provisions of the Articles of Association, the board resolution shall be valid without the need to further convene a board meeting.

In an emergency, the board meeting may be voted by correspondence, but the convener shall explain the specific emergency situation to the attending directors. When voting by correspondence, directors shall fax their written opinions and voting intentions on the matters under consideration to the office of the board of directors upon signing. Directors shall not only state their voting opinions without expressing their written opinions or reasons for voting.

Article 26 The presider shall request the attending directors to raise pronounced opinions on each proposal.

Except as approved unanimously by all attending directors, the board meeting shall not vote on any proposal that is not included in the meeting notice. Unless specified in the power of attorney, a director entrusted by other directors to attend the meeting shall not vote on the proposal beyond the meeting notice on his/her behalf.

Article 27 Directors shall read meeting documents earnestly, and express independent and prudent opinions based on full understanding of relevant conditions.

Article 28 Each attendee shall cast one vote at the board meetings. For several parallel or different matters contained in the same proposal, the board of directors may consider and vote on them separately.

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Voting at the physical board meeting (including video conferences) may take the form of raising hands or registered ballot. In the event that a director attends a physical meeting by telephone conference or by means of similar communication equipment, all attending directors shall be deemed to have attended the meeting in person, so long as the attending directors can hear and communicate with each other. On the premise of ensuring that directors can fully express their opinions, board meetings may be held through correspondence voting and resolutions must be signed by the attending directors. Voting by correspondence shall stipulate the effective time limit for voting. Directors who fail to express their opinions within the specified time limit shall be deemed to have abstained from voting.

The voting intent of a director may be for, against or abstention. Every attending director shall choose one out of the aforesaid intents. Where any director does not make any option or makes two or more options, the presider shall require the said director to make an option again, otherwise the said director shall be deemed as having abstained from voting; any director who has left the meeting midway without coming back and has not made any option shall be deemed as having abstained from voting. If the voting intent is con or abstention, the reasons shall be stated in writing.

Unless otherwise provided by laws, administrative regulations or the Hong Kong Listing Rules, the board resolutions shall be passed by a majority of votes.

Article 29 Under the following circumstances, a director shall avoid voting on the relevant proposals:

  • (1) when a director is connected to companies involved in a resolution to be resolved at a board meeting;

  • (2) when a director deems necessary to avoid voting;

  • (3) when the laws, the Hong Kong Listing Rules and the Articles of Association stipulated that a director should avoid voting;

Under the above circumstances, a board meeting can be held if more than half of the nonrelated directors attend and the resolutions made by the board meeting shall be passed by more than half of the non-related directors. If less than three non-related directors attend the board meeting, the matter shall be submitted to the shareholders’ general meeting for consideration.

Article 30 The directors shall act as authorized by the shareholders’ general meetings and the Articles of Association, and shall not make any resolution beyond authority.

Article 31 Upon completion of the voting by the directors present at the meeting, the relevant staff of the secretary to the board of the directors shall collect the votes of the directors in a timely manner and deliver them to the secretary to the board of the directors for counting under the supervision of a supervisor or an independent non-executive director.

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When the meeting is held on site, the presider shall announce the voting result on the spot, and shall, under other circumstances, notify the directors of the voting result on the following working day after the expiry of the voting period.

If a director votes after the presider has announced the voting result or after the expiry of the voting period, his/her voting ballots will not be included.

Article 32 If a proposal fails to be adopted and the relevant conditions and elements thereof are not changed substantially, the board of directors shall not convene meetings to review the same proposal within one month thereafter.

Article 33 The board meeting held on site or by electronic communication or other means can adopt all-range recording as necessary.

Article 34 Directors shall take responsibilities for resolutions adopted by the board of directors. In case a board resolution violates laws, administrative regulations or the Articles of Associations and caused heavy losses to the Company, the directors participating in the resolution adoption shall be liable for the compensation thereof; provided, however, that the director proved to vote against and kept a record in the minutes may be immune from the liability.

CHAPTER 5 MINUTES OF MEETINGS OF BOARD OF DIRECTORS

Article 35 The secretary to the board of directors shall appoint an employee at the office of the board of directors to make the minutes of board meetings. Such minutes shall include the following contents:

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

  • (2) the names of the directors present at the meeting and the names of the Directors (proxies) appointed by others to attend the meeting;

  • (3) agenda of the meeting;

  • (4) main points made by the directors;

  • (5) the voting method and result of each resolution (the voting result shall specify the number of votes for, against or abstention).

  • (6) other matters that the attending directors deem necessary to include in the minutes;

  • (7) other matters that shall be recorded in accordance with laws, administrative regulations and regulatory documents.

Article 36 The attending director himself/herself or the director entrusted to attend the meeting shall sign the minutes and resolution records. If having disagreement on the minutes or the resolution records, the directors can make written statements when signing.

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Article 37 If a director neither signs the minutes pursuant to the aforesaid clause nor makes a written statement of his/her dissenting opinions, the director shall be deemed to fully agree to the minutes and resolution records.

Article 38 The files of board meetings, including meeting notice and materials, attendance book, the power of attorney authorizing proxy directors to attend the meeting, meeting recordings, voting ballots, minutes signed by present directors, summary of minutes and resolution records, etc. shall be kept by the office of the board of directors as the Company files, with the storage life not less than ten years.

Article 39 If any director issues a reasonable notice, the Company shall disclose minutes and other meeting files for him or her to look up at any reasonable period.

CHAPTER 6 SUPPLEMENTARY PROVISIONS

Article 40 In the event that any matters not contained in these rules and provisions of these rules conflict with laws and regulations promulgated or amended after these rules come into force, the Hong Kong Listing Rules or the Articles of Association formulated or amended through legal procedures, the laws and regulations, the Hong Kong Listing Rules and the Articles of Association shall be implemented.

Article 41 Revisions to these rules shall be drafted by the board of directors and shall take effect after being proposed to the shareholders’ general meeting for approval.

Article 42 The right to interpret these rules shall vest in the board of directors.

Article 43 These rules shall come into force as of the date of approval at the shareholders’ general meeting.

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The English version of this Appendix is an unofficial translation of its Chinese version prepared for reference only. In case of any discrepancy between the two versions, the Chinese version shall prevail.

Details of the Proposed Amendments to the Rules of Procedures for the Supervisory Committee (i.e. the full text after the amendments) are set out below:

Shenyang Public Utility Holdings Company Limited

Rules of Procedures for the Supervisory Committee

CHAPTER 1 GENERAL PROVISIONS

Article 1 To further regulate the rules of procedure and decision-making of the supervisory committee of Shenyang Public Utility Holdings Company Limited (hereinafter referred to as the ‘‘Company’’), ensure the supervisors and the supervisory committee of the Company to effectively perform their supervisory duties and improve the governance structure of the Company, these rules are formulated pursuant to the Company Law of the People’s Republic of China (hereinafter referred to as the ‘‘Company Law’’), the Securities Law of the People’s Republic of China, the Guidance for the Articles of Listed 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’’), the Articles of Association of Shenyang Public Utility Holdings Company Limited (hereinafter referred to as the ‘‘Articles of Association’’) and other pertinent requirements in the listing place of the Company or stock exchange, taking into account the Company’s conditions.

Article 2 The supervisory committee shall be accountable to the shareholders’ general meeting and is the supervisory body of the Company. It shall supervise the financial operations of the Company and the discharging of duties by the directors and senior management of the Company, and protects the interests of the shareholders and the Company and the legitimate rights and interests of the employees.

CHAPTER 2 SUPERVISORS AND SUPERVISORY COMMITTEE

Article 3 The supervisory committee consists of three supervisors, of which two are shareholders’ representative supervisors and one is employees’ representative supervisor. Shareholders’ representative supervisors shall be elected and removed by the shareholders’ general meeting, and employees’ representative supervisors shall be elected and removed by the employees of the Company through the employees’ representative meeting, employees’ meeting or other forms of democratic election. The term of office of a supervisor is three years, and, upon the expiry of the term, may be re-elected and re-appointed.

Article 4 Supervisors shall have the rights to access operation information of the Company and undertake corresponding confidentiality obligations. The Company shall take measures to ensure the supervisors’ right to information and provide necessary assistance for supervisors to duly perform their duties. No person shall be allowed to interfere with or obstruct it.

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Article 5 The supervisory committee shall have one chairman elected by more than half of the members of the supervisors.

Article 6 The supervisory committee shall exercise the following functions and powers:

  • (1) to review and give written comments to regular reports of the Company prepared by the board of directors;

  • (2) to inspect the financial position of the Company;

  • (3) to supervise performance of duties of the Company by directors and senior management, and propose the termination of appointment of directors and senior management who have violated laws, administrative regulations, the Articles of Association or resolutions of the shareholders’ general meeting;

  • (4) to require the directors and senior management to restore damages they have caused to the interests of the Company;

  • (5) to propose the convening of the extraordinary general meeting, and to convene and preside over the shareholders’ general meeting when the board of directors fails to perform the duty of convening and preside over the shareholders’ general meeting under the Company Law;

  • (6) to make proposals to the shareholders’ general meeting;

  • (7) to bring actions against directors and senior management pursuant to the relevant provisions of the Company Law;

  • (8) to conduct investigation when unusual operation condition of the Company is noticed, and if necessary, engage professional organizations such as accounting firm and law firm for assistance, fee of which shall be undertaken by the Company;

  • (9) other functions and powers conferred by laws, regulations, the Hong Kong Listing Rules or the Articles of Association.

The chairman of the supervisory committee shall exercise the following powers:

  • (1) to convene and preside over meetings of the supervisory committee;

  • (2) to organizing the performance of the duties of the supervisory committee;

  • (3) to consider, approve and sign the reports of the supervisory committee as well as other important documents;

  • (4) to report to the shareholders’ general meeting on behalf of the supervisory committee;

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  • (5) other duties required to be performed in accordance with laws and regulations, the Hong Kong Listing Rules and the Articles of Association.

In the event that the chairman of the supervisory committee is unable to or fails to perform his/her duties, a supervisor jointly elected by more than half of the supervisors shall perform his/her duties.

Article 7 A supervisor may resign before the expiration of his/her term of office, provided that a written resignation report in respect of his/her resignation shall be submitted to the supervisory committee.

Save for the circumstances stated in the Articles of Association and these Rules, the resignation of a supervisor shall become effective upon receipt of the resignation report by the supervisory committee.

Article 8 If a supervisor resigns or if his/her term of office expires, the said supervisor shall go through all handover formalities with the supervisory committee. His/her duties of loyalty to the Company and shareholders shall not be necessarily discharged upon expiration of his/her term of office, and shall remain valid for a reasonable period as stipulated in the Articles of Association; his/her obligation of confidentiality in respect of the Company’s trade secrets survives upon the expiry of his term of office until the same falls into public domain.

Article 9 A supervisor shall continue to perform his/her duties as a supervisor in accordance with the laws and regulations, the Hong Kong Listing Rules and the Articles of Association until a re-elected supervisor takes office, if re-election is not conducted in a timely manner upon the expiration of his/her term of office or if the resignation of supervisors before his/her tenure ends results in the number of supervisors being less than the quorum.

Article 10 The office of the board of directors of the Company is responsible for handling the daily affairs of the supervisory committee.

Article 11 the supervisory committee can carry out supervision and inspection by the following ways:

  • (1) to listen to the report of the person in charge of the Company on the financial and asset conditions and operation management;

  • (2) to access to financial and accounting reports, accounting documents, account books and other information about the operation and management of the Company;

  • (3) to verify the financial and asset conditions of the Company, obtain information from and listen to opinions of the employees, and, if necessary, ask the person in charge of the Company to make explanations;

  • (4) to obtain information about the financial position and operation and management from relevant departments of the Company such as finance, taxation, audit and banking.

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Article 12 The reasonable costs necessary for performing duties by the supervisory committee shall be borne by the Company. The Company shall prepare a special budget for the supervisory committee to provide funds for the work of the supervisory committee.

The Company shall provide necessary protection for the supervisory committee to perform its duties for the organization, and all departments and staff of the Company shall actively cooperate with the supervisory committee to carry out their work and accept inquiries and investigations.

The Company shall establish an information transfer mechanism to transfer financial and operating information to the supervisory committee so as to facilitate the supervisory committee to obtain effective information in a timely and comprehensive manner. CHAPTER 3 CONVENING AND NOTICE OF THE MEETINGS OF THE SUPERVISORY COMMITTEE

Article 13 Meetings of the supervisory committee include regular meetings and extraordinary meetings.

Regular meetings of the supervisory committee shall be held at least once every six months. Under any of the following circumstances, the supervisory committee shall convene an extraordinary meeting within ten days:

  • (1) if the chairman of the supervisory committee deems necessary;

  • (2) proposed to convene a meeting by more than two thirds of the supervisors;

  • (3) if any directors and senior management violate laws, regulations, the Hong Kong Listing Rules or the Articles of Association which may cause serious damage to the interests of the Company;

  • (4) if actions are brought by shareholders to the Company, directors, supervisors and senior management;

  • (5) if there has been or is significant loss of assets of the Company and the interests of the shareholders are harmed;

  • (6) if the securities regulatory authority requires holding such a meeting;

  • (7) if any other circumstance so specified in the laws and regulations, the Hong Kong Listing Rules and the Articles of Association.

Article 14 Proposals to Regular Meetings

Before sending the notice of regular meeting of the supervisory committee, the office of the supervisory committee shall collect proposals from all the supervisors and timely submit them to the chairman of the supervisory committee, who shall decide whether to submit the same to the supervisory committee for consideration.

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Article 15 Procedure for proposing extraordinary meetings:

Any proposal of any supervisor for convening an extraordinary meeting of the supervisory committee shall be made in written form, affixed with the signature of the said supervisor and submitted via the office of the supervisory committee or directly to the chairman of the supervisory committee. The written request shall include the following contents:

  • (1) the name of the proposing Supervisor;

  • (2) reason or objective circumstance for the proposal;

  • (3) time or time limit, venue or form of the meeting proposed;

  • (4) clear and specific proposals;

  • (5) contact methods of the proposing Supervisor and request date, etc.

Article 16 Proposals of the supervisory committee shall satisfy the following conditions:

  • (1) contents of the proposal shall not contravene with the laws and regulations, the Hong Kong Listing Rules and the Articles of Association, and fall within the scope of business of the Company and the scope of duties of the supervisory committee;

  • (2) the proposal shall have specific topics and detailed matters for consideration.

  • Article 17 Convening and presiding of meetings:

Meetings of the supervisory committee shall be convened and presided over by the chairman of the supervisory committee; where the chairman of the supervisory committee cannot or does not fulfill the duty thereof, the majority of the supervisors may elect a supervisor to convene and preside. After the re-election of the supervisory committee at the shareholders’ general meeting, the supervisor with the largest number of votes in favor of at the shareholders’ general meeting shall preside over the meeting and elect the chairman of the supervisory committee.

Article 18 The office of the supervisory committee shall send the written notice of meeting to all the supervisors by direct delivery, fax, email or other means ten days and five days before a regular meeting and an extraordinary meeting of the supervisory committee respectively.

Where an extraordinary meeting of the supervisory committee needs to be convened in emergency, the notice of meeting may be sent by verbal means or by telephone, but the convener shall make explanations at the meeting.

If a supervisor has attended the meeting and raised no objection as to their not receiving the notice of the meeting either prior to or at the time of arriving at the meeting, the notice of the meeting shall be deemed to have been sent to such supervisor.

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Article 19 A written notice of meeting shall at least include:

  • (1) date, venue and duration of the meeting;

  • (2) reasons and issues;

  • (3) convener and presider of the meeting, proposer of and written proposal for the extraordinary meeting;

  • (4) documents needed for voting of supervisors;

  • (5) the requirements for the supervisor to attend the meeting in person or entrust other supervisor to attend the meeting on his/her behalf;

  • (6) contact person and means of contact;

  • (7) date of issuance of notice.

Oral meeting notice shall at least include Items (1) and (2) above, and the explanation that an extraordinary meeting of the supervisory committee shall be held as early as possible under the urgent circumstances.

Article 20 After the issuance of the written notice of the regular meeting of the supervisory committee, any changes of the time and location or any additions, changes or cancellations of the meeting proposals, a written change notice shall be issued three days before the original meeting date for the purpose of explaining the situation and new proposed content and related materials. If it is less than three days, the meeting date shall be postponed accordingly or held as scheduled after obtaining the approval of all attending supervisors.

After the issuance of the notice of the extraordinary meeting of the supervisory committee, any changes of the time and location or any additions, changes or cancellations of the meeting proposals, the approval of all attending supervisors shall be obtained in advance and corresponding records shall be kept.

CHAPTER 4 PROCEDURES FOR CONSIDERATION AND VOTING AT THE MEETING OF THE SUPERVISORY COMMITTEE

Article 21 Form of meeting:

Meetings of the supervisory committee shall generally be held on site. On the premise of ensuring that supervisors can fully express their opinions, written voting may be adopted instead of holding physical meetings of the supervisory committee. However, the proposals submitted for written voting must be complete, comprehensive and be delivered to each supervisor personally, by mail, fax or electronic communication. If the supervisory committee has distributed the proposed resolutions of the supervisory committee to all supervisors, and the number of supervisors who signed and agreed has reached the number required for making

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the resolution in accordance with the provisions of the Articles of Association, the resolution of the supervisory committee shall be valid without the need to further convene a meeting of the supervisory committee.

In an emergency, the meeting of the supervisory committee may be voted by correspondence, but the convener shall explain the specific emergency situation to the attending supervisors. When voting by correspondence, supervisors shall fax their written opinions and voting intentions on the matters under consideration to the office of the board of directors upon signing. Supervisors shall not only state their voting opinions without expressing their written opinions or reasons for voting.

Article 22 Convening the meeting:

A meeting of the supervisory committee may not be held unless more than half of the supervisors are present.

The secretary to the board of directors shall be present at the meeting of the supervisory committee.

Article 23 The supervisors shall attend the meeting of the supervisory committee in person. If the supervisor cannot attend the meeting for any reason, he/she shall entrust other supervisors through a written power of attorney to attend on his/her behalf.

The power of attorney shall contain:

  • (1) The names of the principal and trustee;

  • (2) The brief opinion of the principal on each proposal;

  • (3) The authority granted by the principal and the instruction for the voting on the proposals;

  • (4) The validity period of the authorization;

  • (5) Whether the trustee has the voting right for the proposal not included in the meeting agenda of the supervisory committee, and if yes, the specific instructions for the exercise of the voting right;

  • (6) The signature of the principal and the date.

The entrusted supervisor shall submit a written power of attorney to the convener (the chairman), stating the details of such authorization on the attendance list of the meeting. The supervisor attending the meeting on behalf of other supervisors shall exercise the rights of supervisor within the scope of authority.

If a supervisor fails to attend a meeting of the supervisory committee nor entrusts any proxy to attend, he/she is deemed to give up the voting right at the meeting.

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Article 24 The supervisor shall not entrust other supervisors to attend the meeting on his/ her behalf through carte blanche without specifying his/her opinion and voting intention on the proposals, and the relevant supervisor shall not accept the delegation through carte blanche without clear scope of authority. Each supervisor shall only accept the delegation by one supervisor. Supervisors shall not entrust those supervisors who have accepted the delegation by other supervisors to attend the meeting on their behalf.

Article 25 Consideration procedures of the meeting:

The chairman of the meeting shall declare the start of the meeting at the scheduled time. When the meeting has officially started, the attending supervisors shall firstly reach consensus on the agenda.

If more than half of the attending supervisors believe that any proposal is unclear and not specific or it is unable to make judgment on the relevant matters because the meeting materials are insufficient or due to other causes, they can jointly propose to suspend such proposal, and the chairman of the meeting shall accept their request. The supervisors who propose to suspend the proposal shall provide clear requirements on the conditions that the relevant proposal shall meet in the reconsideration.

The chairman of the meeting shall ask the attending supervisors to provide clear opinions on each proposal.

Unless obtaining unanimous consent of all the attending supervisors, the meeting of the supervisory committee shall not vote on the proposals not included in the meeting notice. The supervisor attending the meeting on behalf of other supervisors shall not vote on the proposal not included in the meeting notice on behalf of other supervisors, unless it is otherwise specified in the power of attorney.

The chairman of the meeting shall, based on the proposal of the supervisors, ask the directors, senior management and other employees of the Company or the specialist of the relevant intermediary body to attend the meeting, make necessary explanations on the relevant matters and answer the questions raised by the supervisory committee.

Article 26 Each attendee shall cast one vote at the meetings of the supervisory committee. For several parallel or different matters contained in the same proposal, the supervisory committee may consider and vote on them separately.

Voting at the physical meeting of the supervisory committee (including video conferences) may take the form of raising hands or registered ballot. In the event that a supervisor attends a physical meeting by telephone conference or by means of similar communication equipment, all attending supervisors shall be deemed to have attended the meeting in person, so long as the attending supervisors can hear and communicate with each other. On the premise of ensuring that supervisors can fully express their opinions, meetings of the supervisory committee may be held through correspondence voting and resolutions must be

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signed by the attending supervisors. Voting by correspondence shall stipulate the effective time limit for voting. Supervisors who fail to express their opinions within the specified time limit shall be deemed to have abstained from voting.

The voting intent of a supervisor may be pro, con or abstention. Every attending supervisor shall choose one out of the aforesaid intents. Where any supervisor does not make any option or makes two or more options, the presider shall require the said supervisor to make an option again, otherwise the said supervisor shall be deemed as having abstained from voting; any supervisor who has left the meeting midway without coming back and has not made any option shall be deemed as having abstained from voting. If the voting intent is con or abstention, the reasons shall be stated in writing.

Unless otherwise provided by laws, administrative regulations or the Hong Kong Listing Rules, the resolutions of the supervisory committee shall be passed by more than half of the supervisors.

Article 27 The supervisory committee shall act as authorized by the shareholders’ general meetings and the Articles of Association, and shall not make any resolution beyond authority.

Article 28 Relevant staff of the office of the board of directors or other departments designated by the board of directors shall collect the supervisors’ voting ballots immediately after voting by the supervisors attending the meeting, and submit to the chairman of the meeting for counting under the supervision of one supervisor.

When the meeting is held on site, the presider shall announce the voting result on the spot, and shall, under other circumstances, notify the supervisors of the voting result on the next working day after the expiry of the voting period.

If a supervisor votes after the presider has announced the voting result or after the expiry of the voting period, his/her voting ballots will not be included.

Article 29 The whole process of the meeting of the supervisory committee may be recorded in audio when necessary.

CHAPTER 5 MINUTES OF THE SUPERVISORY COMMITTEE

Article 30 The meeting minutes of the supervisory committee shall be kept by the staff of the office of the board of directors. When the staff of the office of the board of directors is unable to attend or keep the minutes of the meeting for any reason, the chairman of the supervisory committee or the chairman of the meeting shall designate another suitable person to keep the minutes.

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Article 31 The minutes of the meeting of the supervisory committee shall record the actual situation of the meeting completely and accurately as well as the opinions and suggestions of the supervisors attending the meeting. Minutes of the meeting shall include at least the following information:

  • (1) the time, venue and form of the meeting;

  • (2) sending of the notice of meeting;

  • (3) the convener and presider of the meeting;

  • (4) attendance of the meeting;

  • (5) procedure and process of the meeting;

  • (6) the proposals considered at the meeting, the key points and main opinions of each supervisor on relevant matters and the voting intention on the proposals;

  • (7) the voting method and result for each proposal (the voting result shall set out the respective numbers of pros, cons and abstentions);

  • (8) Other matters that the attending supervisors think should be included into the minutes.

Article 32 Supervisors attending the meeting shall sign the minutes of the meeting for confirmation. If there is disagreement on the minutes, the supervisors can make written statements when signing.

If a supervisor neither signs the minutes pursuant to the aforesaid clause nor makes a written statement of his/her dissenting opinions, the supervisor shall be deemed to fully agree to the minutes.

Article 33 Keeping of meeting archives:

Archives of meetings of the supervisory committee including meeting notice and materials, attendance book, the power of attorney authorizing proxy supervisors to attend the meeting, meeting recordings, voting ballots, minutes signed by present supervisors and announcement of resolutions, etc., shall be kept by a person designated by the chairman of the supervisory committee with the storage life not less than ten years.

Article 34 Supervisors have the right to access to the minutes of the meetings of the supervisory committee.

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CHAPTER 6 SUPPLEMENTARY PROVISIONS

Article 35 In the event that any matters not contained in these rules and provisions of these rules conflict with laws and regulations promulgated or amended after these rules come into force, the Hong Kong Listing Rules or the Articles of Association formulated or amended through legal procedures, the laws and regulations, the Hong Kong Listing Rules and the Articles of Association shall be implemented.

Article 36 Revisions to these rules shall be drafted by the supervisory committee and shall take effect after being proposed to the shareholders’ general meeting for approval.

Article 37 The right to interpret these rules shall vest in the supervisory committee.

Article 38 These rules shall come into force as of the date of approval at the shareholders’ general meeting.

– IV-11 –

BIOGRAPHICAL DETAILS OF THE DIRECTORS AND SUPERVISORS PROPOSED TO BE RE-ELECTED AND APPOINTED

APPENDIX V

BIOGRAPHICAL DETAILS OF THE DIRECTORS AND SUPERVISORS PROPOSED TO BE APPOINTED OR RE-ELECTED (AS THE CASE MAY BE)

Executive Directors

Mr. Zhang Jing Ming (‘‘Mr. Zhang’’), aged 66, is the chairman of the Board and an executive Director since 4 June 2015. Mr. Zhang graduated from Shantou Business School. Since 1986, Mr. Zhang has successively worked as the deputy manager of Guangdong Haining Paper Packing Company Limited (廣東海寧紙品包裝有限公司), the vice president of Hong Kong Hai Yuan Industry Group Limited and chairman of Beijing Zhongjin Chuangzhan Real Estate Development Company Limited (北京中金創展房地產開發有限公司). Mr. Zhang has extensive experience in business management, corporate culture and project and operational planning.

Mr. Leng Xiao Rong (‘‘Mr. Leng’’), aged 57, is an executive Director since 28 June 2018. Mr. Leng graduated from the Department of Economics of Jiangxi University in 1989 majoring in accounting. He qualified as an accountant through the national uniform examination in 1998. He was the financial manager of Xiushui County Forestry Industrial Company in Jiangxi Province (江西省修水縣林業工業公司) from 1989 to 1999, audit officer of Shenzhen Petrochemical (Holding) Co., Ltd. (深圳石化集團股份有限公司) from 1999 to 2004, financial director of China South City Nanning (南寧華南城) and China South City Harbin (哈爾濱華南城) which are the branches of China South City Holdings Limited (華南 城控股有限公司) (stock code: 1668) from 2004 to 2014 and investment director of Guangdong Yueshang High-Tech Holdings Co., Ltd. (廣東粵商高科控股有限公司) from 2014 to 2018. Mr. Leng has extensive experience in various aspects including corporate finance, audit and investment.

Mr. Huang Chunfeng (‘‘Mr. Huang’’), aged 46, is an executive Director since 5 November 2021. Mr. Huang obtained a bachelor’s degree from the School of Finance of Zhengzhou University in 2002, a master’s degree in business administration from the Graduate School of Chinese Academy of Social Sciences in 2013 and a master’s degree in EMBA from China Europe International Business School (CEIBS) in 2017. From 1998 to 2010, he successively worked in the sub-branch directly under Henan Branch of Industrial and Commercial Bank of China Limited (stock code: 601398) and the Zhengzhou Branch of Shanghai Pudong Development Bank Co., Ltd. (stock code: 600000). From 2010 to 2013, he successively served as vice president of the Xueyuan South Road Sub-branch under Beijing Branch of Bank of Shanghai Co., Ltd. (stock code: 601229) and Beijing Dongzhimen Subbranch of Bank of Jiangsu. From 2014 to 2016, he was the general manager of Beijing Guo Tai Zhong Tou Investment Funds Management Co., Ltd. (國泰中投(北京)投資基金管理有限公 司). From 2016 to 2019, he has been the chairman of Gong Chuang Xing Yuan Asset Management Co., Ltd. (共創星原資產管理有限公司). Since March 2019, Mr. Huang has been serving as a chief executive officer of the Company. Mr. Huang has extensive experience in the areas of finance, investment and corporate management.

– V-1 –

BIOGRAPHICAL DETAILS OF THE DIRECTORS AND SUPERVISORS PROPOSED TO BE RE-ELECTED AND APPOINTED

APPENDIX V

Non-executive Director

Mr. Chau Ting Yan (‘‘Mr. Chau’’), aged 65, is a non-executive Director since 5 November 2021. Mr. Chau graduated from Nanjing Communication Engineering Institute (南 京通信工程學院) in 1982. After his graduation, he had successively served as an assistant engineer and the engineer of the 54th Research Institute (第五十四研究所) from 1983 to 1993; from 1993 to 2005, he successively served as a general manager of Fine Lee Industries, Limited (宏利實業有限公司) and chairman of the board of directors of China Hani Group (中國恒利集團) ; he has served as chairman of Zhongjin Fuhua (Beijing) Investment Co., Ltd. (中金富華(北京)投資有限公司) from 2005 to 2017; and he has been serving as a director of Zhong Rong Jin Kong Capital Management Co., Ltd. (中融金控資本管理有限公司) from 2018 to March 2019. Mr. Chau has extensive experience in finance, investment and corporate management.

Independent non-executive Directors

Mr. Luo Zhuo Qiang (‘‘Mr. Luo’’), aged 44, is an independent non-executive Director since 12 November 2020. Mr. Luo is a certified public accountant in the People’s Republic of China (the ‘‘PRC’’). He graduated from Wuhan Finance College (武漢金融高等專科學校) majoring in accounting in 2001, and from 2017 to 2019, he completed a law degree programme at University of South China; from 2003 to June 2019, Mr. Luo successively served as an audit manager of Baker Tilly China Certified Public Accountants (天職國際會計師事務所) (Shenzhen Branch), an executive director of Shenzhen Guanghua Yongzhuo Financial Consultancy Co., Ltd. (深圳市光華永卓財務顧問有限公司) , a department head of Asia Pacific CPA (Group) (Shenzhen Branch); from July 2019 to present, Mr. Luo has been an executive director of Guangdong Tianjian Consulting Co., Ltd. (廣東天健顧問有限公司). Mr. Luo has been in charge of the audit of a number of listed companies in the PRC and the listing and financing consultancy services for a number of domestic private enterprises in the PRC, proving his extensive experience in audit, financing and the operation of listed companies.

Ms. Jiang Hai Ling, aged 59, is the bachelor of Laws from Northwest University of Political Science and Law and master of Laws from University of Leeds in the UK. Ms. Jiang worked in the Justice Bureau of Shenzhen Municipality in Guangdong Province and served as a civil servant in the Bureau of Foreign Trade and Economic Cooperation in 1987. From 2004 to 2008, she studied at the University of Leeds in the UK and worked in Stephenson Harwood in the UK as a business consultant as to the PRC laws. She was a full-time lawyer at SD & Partners in Guangdong Province in 2008. She currently is a consultant of Shenzhen Hua Rui Investment Co., Ltd.* (深圳市華瑞投資有限公司).

Mr. Mao Hai Bin, aged 61, graduated from the undergraduate department of mathematics of Jiangxi Normal University in 1983 and qualified as a professional economist. Mr. Mao worked in the Longhui Town Government of Nankang County, Jiangxi Province (江西省南康 縣龍回鄉政府) and the Organization Department of the Ganzhou Prefectural Committee of Jiangxi Province of the Chinese Communist Party (中共江西省贛州地委組織部) in 1983. Mr. Mao has more than thirty years of extensive experience in finance. Mr. Mao was deputy director of the business department of Ji’an Branch of China Construction Bank* (建設銀行吉

– V-2 –

APPENDIX V

BIOGRAPHICAL DETAILS OF THE DIRECTORS AND SUPERVISORS PROPOSED TO BE RE-ELECTED AND APPOINTED

安地區分行) and vice president of Ji’an Railway Special Branch of China Construction Bank (建設銀行吉安鐵路專業支行) in 1987. He was the director of Changchun Zhaohua Urban Credit Union (長春市兆華城市信用社) in 1994. He was the general manager of Jilin International Trust and Investment Company (吉林省國際信託投資公司) in 1995. He was the general manager of Beijing Oriental Hotel Management Co., Ltd. (北京東方酒店管理有限公 司) in 2008 and has been the chairman of Hohhot Quanxiang Small Loan Co., Ltd.* (呼和浩特 市泉祥小額貸款有限責任公司) for over a decade since 2012.

Supervisors

Mr. Wang Xing Ye (‘‘Mr. Wang’’), aged 45, holds a master postgraduate degree. Mr. Wang is currently the managing director of Beijing Jade Bird Hengsheng Investment Management Co., Ltd., director of Jade Bird Fire Co., Ltd. (formerly known as Hebei Beida Jade Bird Universal Fire Alarm Device Co., Ltd.) (stock code: 002960. SZ), director of Enraytek Optoelectronics Technology (Shanghai) Co., Ltd., director of Ningbo Jade Bird Zhengyuan Equity Interest Investment Management Co., Ltd.* (寧波青鳥正元股權投資管理有 限公司), director of Ningbo Jade Bird Venture Capital Investment Co., Ltd., executive director/general manager of Ningbo Liyuantai Venture Capital Investment Management Co., Ltd., executive director/vice president/compliance officer/secretary to the board of director of Beijing Beida Jade Bird Universal Sci-Tech Company Limited and the chairman of the Supervisory Committee of the Company. Since 2014, he has served as independent Supervisor of the Company. He has profound experience in investment and financing, asset and business reorganisation.

Mr. Chen Bin (‘‘Mr. Chen’’), aged 55, graduated from the undergraduate department of accounting of Shenzhen University in 1993 and qualified as a professional accountant. Mr. Chen was an auditor in the audit department of Shenzhen Wanrun (Group) Co., Ltd.(深圳市萬 潤（集團）股份有限公司) (‘‘Wanrun Group’’) in 2004. Subsequently, he was the financial department manager and general manager of Changchun Kaiyuan Group Co., Ltd. (長春開元 集團有限公司). Currently, Mr. Chen is the general manager of the audit department of Wanrun Group.

Mr. Fang Wei Ran (‘‘Mr. Fang’’), aged 37, graduated from Guangdong Ocean University with bachelor of science in financial management. He previously worked in Huizhou LCY Elastomers Corp* (惠州李長榮橡膠有限公司). Mr. Fang is currently the finance manager of Zhongfang Chaozhou. Mr. Fang has extensive experience in accounting practices and cost management.

Save as disclosed in this Circular, none of proposed Directors and Supervisors (i) holds any interests or short positions in any shares, underlying shares or debentures of the Company which are required to be disclosed under Part XV of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong); (ii) holds any other position with the Company or other members of the Group nor do they have any relationship with any directors, senior management, substantial Shareholders or controlling Shareholders or any of their associates (as defined in the Listing Rules); (iii) held any position in other companies listed on the Stock Exchange or any other securities market for the last three years. In addition, there is no other

– V-3 –

BIOGRAPHICAL DETAILS OF THE DIRECTORS AND SUPERVISORS PROPOSED TO BE RE-ELECTED AND APPOINTED

APPENDIX V

information in relation to the proposed Directors and Supervisors which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are they involved in any of the matters required to be disclosed pursuant to the Listing Rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

– V-4 –

NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

瀋陽公用發展股份有限公司 Shenyang Public Utility Holdings Company Limited

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

(Stock code: 747)

NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

NOTICE IS HEREBY GIVEN that a class meeting (the ‘‘Domestic Shareholders Class Meeting’’) for holders of domestic shares (the ‘‘Domestic Shareholders’’) of Shenyang Public Utility Holdings Company Limited (the ‘‘Company’’) will be held at 10:00 a.m. on Tuesday, 30 January 2024 at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC for the following purpose:

  • I. To consider and, if thought fit, pass the following resolution as a special resolution:

‘‘THAT:

To consider and approve the resolution of the board of directors of the Company (the ‘‘Board’’) in relation to the proposed amendments (the ‘‘Proposed Amendments’’) to the existing Articles of Association of the Company, details of which are set out in the appendix to the circular of the Company dated 11 January 2024 in relation to, among other things, the Proposed Amendments, and to approve and confirm the same, and to authorise the Board to make appropriate amendments to the wordings of the Proposed Amendments and execute all documents and/or take all actions in relation to such Proposed Amendments as the Board may, in its absolute discretion, consider necessary or desirable in accordance with the relevant regulatory requirements of the relevant PRC authorities or the places where the Company is listed (as amended from time to time) and/or to deal with other related matters arising from the Proposed Amendments.’’

– EGM-1 –

NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

II. To consider and, if thought fit, pass the following resolution as a special resolution:

‘‘THAT:

To consider and approve the resolution of the board of directors of the Company (the ‘‘Board’’) in relation to the proposed amendments (the ‘‘Proposed Amendments’’) to the existing Rules of Procedure for General Meeting of the Company (details of which are set out in the appendix to the circular of the Company dated 11 January 2024 in relation to, among other things, the Proposed Amendments) and to approve and confirm the same, and to authorise the Board to make appropriate amendments to the wordings of the Proposed Amendments and execute all documents and/or take all actions in relation to such Proposed Amendments as the Board may, in its absolute discretion, consider necessary or desirable in accordance with the relevant regulatory requirements of the relevant PRC authorities or the places where the Company is listed (as amended from time to time) and/or to deal with other related matters arising from the Proposed Amendments.’’

  • III. To consider and, if thought fit, pass the following resolution as a special resolution:

‘‘THAT:

To consider and approve the resolution of the board of directors of the Company (the ‘‘Board’’) in relation to the proposed amendments (the ‘‘Proposed Amendments’’) to the existing Rules of Procedures for the Board of Directors of the Company (details of which are set out in the appendix to the circular of the Company dated 11 January 2024 in relation to, among other things, the Proposed Amendments) and to approve and confirm the same and to authorise the Board to make appropriate amendments to the wordings of the Proposed Amendments and execute all documents and/or take all actions in relation to such Proposed Amendments as the Board may, in its absolute discretion, consider necessary or desirable in accordance with the relevant regulatory requirements of the relevant PRC authorities or the places where the Company is listed (as amended from time to time) and/or to deal with other related matters arising from the Proposed Amendments.’’

– EGM-2 –

NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

  • IV. To consider and, if thought fit, pass the following resolution as a special resolution:

‘‘THAT:

To consider and approve the resolution of the board of directors of the Company (the ‘‘Board’’) in relation to the proposed amendments (the ‘‘Proposed Amendments’’) to the existing Rules of Procedure for the Supervisory Committee of the Company (details of which are set out in the appendix to the circular of the Company dated 11 January 2024 in relation to, among other things, the Proposed Amendments) and to approve and confirm the same and to authorise the Board to make appropriate amendments to the wordings of the Proposed Amendments and execute all documents and/or take all actions in relation to such Proposed Amendments as the Board may, in its absolute discretion, consider necessary or desirable in accordance with the relevant regulatory requirements of the relevant PRC authorities or the places where the Company is listed (as amended from time to time) and/or to deal with other related matters arising from the Proposed Amendments.’’

By Order of the Board Shenyang Public Utility Holdings Company Limited Zhang Jing Ming Chairman

Shenyang, the PRC, 11 January 2024

Notes:

  1. Each shareholder of the Company (the ‘‘Shareholder’’) entitled to attend and vote at the Domestic Shareholders Class Meeting is entitled to appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a Shareholder. In the case of joint holders of any shares, only the person whose name appears first in the register of members shall be entitled to receive this notice, to attend and exercise all the voting powers attached to such shares at the Domestic Shareholders Class Meeting, and this notice shall be deemed to be given to all joint holders of such shares.

  2. Where there are joint holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment thereof), either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto; but if more than one of such joint holders are present at the above meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such shares shall alone be entitled to vote in respect thereof.

  3. To be valid, the proxy form together with the certified power of attorney or authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be delivered to the Company’s office at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC not later than 24 hours before the time appointed for holding the Domestic Shareholders Class Meeting or any adjournment thereof (as the case may be) or the time appointed for passing the resolutions. Delivery of the form of proxy shall not preclude Domestic Shareholders from attending and voting in person at the Domestic Shareholders Class Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

– EGM-3 –

NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

  1. The register of the members of the Company will be closed from 25 January 2024 to 30 January 2024 (both dates inclusive), during which period no transfers of shares of the Company will be effected. In order to determine shareholders’ entitlement to attend and vote at the Domestic Shareholders Class Meeting, all transfer documents together with relevant Domestic Share certificates must be delivered to the Company’s office at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC no later than 4:00 p.m. on 24 January 2024. Domestic Shareholders whose names appear on the register of members on 30 January 2024 will be entitled to attend the Domestic Shareholders Class Meeting.

  2. Domestic Shareholders or their proxies shall produce their identity documents when attending the Domestic Shareholders Class Meeting.

  3. The Domestic Shareholders Class Meeting is expected to last for less than one day. Domestic Shareholders and their proxies attending the Domestic Shareholders Class Meeting shall be responsible for their own traveling and accommodation expenses.

  4. If Typhoon Signal No. 8 or above, or a ‘‘black’’ rainstorm warning or ‘‘extreme conditions’’ after super typhoons is in effect any time at or before 7 a.m. on the date of the Domestic Shareholders Class Meeting, the meeting will be postponed. The Company will post an announcement on the websites of the Company at www.shenyang747.com and the Stock Exchange at www.hkexnews.hk to notify Domestic Shareholders of the date, time and place of the rescheduled meeting.

As at the date of this notice, the executive directors of the Company are Mr. Zhang Jing Ming, Mr. Huang Chunfeng and Mr. Leng Xiao Rong, the non-executive directors of the Company are Mr. Chau Ting Yan and Mr. Yin Zong Chen, and the independent non-executive directors of the Company are Mr. Guo Lu Jin, Mr. Luo Zhuo Qiang and Ms. Gao Hong Hong.

– EGM-4 –

NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES

瀋陽公用發展股份有限公司 Shenyang Public Utility Holdings Company Limited

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

(Stock code: 747)

NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES

NOTICE IS HEREBY GIVEN that a class meeting (the ‘‘H Shareholders Class Meeting’’) for holders of H Shares (the ‘‘H Shareholders’’) of Shenyang Public Utility Holdings Company Limited (the ‘‘Company’’) will be held at 10:30 a.m. on Tuesday, 30 January 2024 (or immediately after the conclusion of Domestic Shareholders Class Meeting or any adjournment thereof to be held at 10:00 a.m. on the same day) at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC for the following purpose:

  • I. To consider and, if thought fit, pass the following resolution as a special resolution:

‘‘THAT:

To consider and approve the resolution of the board of directors of the Company (the ‘‘Board’’) in relation to the proposed amendments (the ‘‘Proposed Amendments’’) to the existing Articles of Association of the Company, details of which are set out in the appendix to the circular of the Company dated 11 January 2024 in relation to, among other things, the Proposed Amendments, and to approve and confirm the same, and to authorise the Board to make appropriate amendments to the wordings of the Proposed Amendments and execute all documents and/or take all actions in relation to such Proposed Amendments as the Board may, in its absolute discretion, consider necessary or desirable in accordance with the relevant regulatory requirements of the relevant PRC authorities or the places where the Company is listed (as amended from time to time) and/or to deal with other related matters arising from the Proposed Amendments.’’

– EGM-5 –

NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES

II. To consider and, if thought fit, pass the following resolution as a special resolution:

‘‘THAT:

To consider and approve the resolution of the board of directors of the Company (the ‘‘Board’’) in relation to the proposed amendments (the ‘‘Proposed Amendments’’) to the existing Rules of Procedures for General Meeting of the Company (details of which are set out in the appendix to the circular of the Company dated 11 January 2024 in relation to, among other things, the Proposed Amendments) and to approve and confirm the same, and to authorise the Board to make appropriate amendments to the wordings of the Proposed Amendments and execute all documents and/or take all actions in relation to such Proposed Amendments as the Board may, in its absolute discretion, consider necessary or desirable in accordance with the relevant regulatory requirements of the relevant PRC authorities or the places where the Company is listed (as amended from time to time) and/or to deal with other related matters arising from the Proposed Amendments.’’

  • III. To consider and, if thought fit, pass the following resolution as a special resolution:

‘‘THAT:

To consider and approve the resolution of the board of directors of the Company (the ‘‘Board’’) in relation to the proposed amendments (the ‘‘Proposed Amendments’’) to the existing Rules of Procedures for the Board of Directors of the Company (details of which are set out in the appendix to the circular of the Company dated 11 January 2024 in relation to, among other things, the Proposed Amendments) and to approve and confirm the same and to authorise the Board to make appropriate amendments to the wordings of the Proposed Amendments and execute all documents and/or take all actions in relation to such Proposed Amendments as the Board may, in its absolute discretion, consider necessary or desirable in accordance with the relevant regulatory requirements of the relevant PRC authorities or the places where the Company is listed (as amended from time to time) and/or to deal with other related matters arising from the Proposed Amendments.’’

– EGM-6 –

NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES

  • IV. To consider and, if thought fit, pass the following resolution as a special resolution:

‘‘THAT:

To consider and approve the resolution of the board of directors of the Company (the ‘‘Board’’) in relation to the proposed amendments (the ‘‘Proposed Amendments’’) to the existing Rules of Procedures for the Supervisory Committee of the Company (details of which are set out in the appendix to the circular of the Company dated 11 January 2024 in relation to, among other things, the Proposed Amendments) and to approve and confirm the same and to authorise the Board to make appropriate amendments to the wordings of the Proposed Amendments and execute all documents and/or take all actions in relation to such Proposed Amendments as the Board may, in its absolute discretion, consider necessary or desirable in accordance with the relevant regulatory requirements of the relevant PRC authorities or the places where the Company is listed (as amended from time to time) and/or to deal with other related matters arising from the Proposed Amendments.’’

By Order of the Board Shenyang Public Utility Holdings Company Limited Zhang Jing Ming Chairman

Shenyang, the PRC, 11 January 2024

Notes:

  1. Each shareholder of the Company (the ‘‘Shareholder’’) entitled to attend and vote at the H Shareholders Class Meeting is entitled to appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a Shareholder. In the case of joint holders of any shares, only the person whose name appears first in the register of members shall be entitled to receive this notice, to attend and exercise all the voting powers attached to such shares at the H Shareholders Class Meeting, and this notice shall be deemed to be given to all joint holders of such shares.

  2. Where there are joint holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment thereof), either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto; but if more than one of such joint holders are present at the above meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such shares shall alone be entitled to vote in respect thereof.

  3. To be valid, the proxy form together with the certified power of attorney or authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be delivered to the Company’s H share registrar, Hong Kong Registrars Limited at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 24 hours before the time appointed for holding the H Shareholders Class Meeting or any adjournment thereof (as the case may be) or the time appointed for passing the resolutions. Delivery of the form of proxy shall not preclude H Shareholders from attending and voting in person at the H Shareholders Class Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

– EGM-7 –

NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES

  1. The register of the members of the Company will be closed from 25 January 2024 to 30 January 2024 (both dates inclusive), during which period no transfers of shares of the Company will be effected. In order to determine shareholders’ entitlement to attend and vote at the H Shareholders Class Meeting, all transfer documents together with relevant H Share certificates must be delivered to the Company’s H share registrar, Hong Kong Registrars Limited at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on 24 January 2024. H Shareholders whose names appear on the register of members on 30 January 2024 will be entitled to attend the H Shareholders Class Meeting.

  2. H Shareholders or their proxies shall produce their identity documents when attending the H Shareholders Class Meeting.

  3. The H Shareholders Class Meeting is expected to last for less than one day. H Shareholders and their proxies attending the H Shareholders Class Meeting shall be responsible for their own traveling and accommodation expenses.

  4. If Typhoon Signal No. 8 or above, or a ‘‘black’’ rainstorm warning or ‘‘extreme conditions’’ after super typhoons is in effect any time at or before 7 a.m. on the date of the H Shareholders Class Meeting, the meeting will be postponed. The Company will post an announcement on the websites of the Company at www.shenyang747.com and the Stock Exchange at www.hkexnews.hk to notify H Shareholders of the date, time and place of the rescheduled meeting.

As at the date of this notice, the executive directors of the Company are Mr. Zhang Jing Ming, Mr. Huang Chunfeng and Mr. Leng Xiao Rong, the non-executive directors of the Company are Mr. Chau Ting Yan and Mr. Yin Zong Chen, and the independent non-executive directors of the Company are Mr. Guo Lu Jin, Mr. Luo Zhuo Qiang and Ms. Gao Hong Hong.

– EGM-8 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

瀋陽公用發展股份有限公司

Shenyang Public Utility Holdings Company Limited

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

(Stock code: 747)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of Shenyang Public Utility Holdings Company Limited (the ‘‘Company’’) will be held at 11:00 a.m. on Tuesday, 30 January 2024 (or immediately after the conclusion of H Shareholders Class Meeting or any adjournment thereof to be held at 10:30 a.m. on the same day) at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC for the following purpose:

  • I. To consider and, if thought fit, pass the following resolution as a special resolution:

‘‘THAT:

To consider and approve the resolution of the board of directors of the Company (the ‘‘Board’’) in relation to the proposed amendments (the ‘‘Proposed Amendments’’) to the existing Articles of Association of the Company, details of which are set out in the appendix to the circular of the Company dated 11 January 2024 in relation to, among other things, the Proposed Amendments, and to approve and confirm the same, and to authorise the Board to make appropriate amendments to the wordings of the Proposed Amendments and execute all documents and/or take all actions in relation to such Proposed Amendments as the Board may, in its absolute discretion, consider necessary or desirable in accordance with the relevant regulatory requirements of the relevant PRC authorities or the places where the Company is listed (as amended from time to time) and/or to deal with other related matters arising from the Proposed Amendments.’’

– EGM-9 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

II. To consider and, if thought fit, pass the following resolution as a special resolution:

‘‘THAT:

To consider and approve the resolution of the board of directors of the Company (the ‘‘Board’’) in relation to the proposed amendments (the ‘‘Proposed Amendments’’) to the existing Rules of Procedure for General Meeting of the Company (details of which are set out in the appendix to the circular of the Company dated 11 January 2024 in relation to, among other things, the Proposed Amendments) and to approve and confirm the same, and to authorise the Board to make appropriate amendments to the wordings of the Proposed Amendments and execute all documents and/or take all actions in relation to such Proposed Amendments as the Board may, in its absolute discretion, consider necessary or desirable in accordance with the relevant regulatory requirements of the relevant PRC authorities or the places where the Company is listed (as amended from time to time) and/or to deal with other related matters arising from the Proposed Amendments.’’

  • III. To consider and, if thought fit, pass the following resolution as a special resolution:

‘‘THAT:

To consider and approve the resolution of the board of directors of the Company (the ‘‘Board’’) in relation to the proposed amendments (the ‘‘Proposed Amendments’’) to the existing Rules of Procedures for the Board of Directors of the Company (details of which are set out in the appendix to the circular of the Company dated 11 January 2024 in relation to, among other things, the Proposed Amendments) and to approve and confirm the same and to authorise the Board to make appropriate amendments to the wordings of the Proposed Amendments and execute all documents and/or take all actions in relation to such Proposed Amendments as the Board may, in its absolute discretion, consider necessary or desirable in accordance with the relevant regulatory requirements of the relevant PRC authorities or the places where the Company is listed (as amended from time to time) and/or to deal with other related matters arising from the Proposed Amendments.’’

– EGM-10 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

  • IV. To consider and, if thought fit, pass the following resolution as a special resolution:

‘‘THAT:

To consider and approve the resolution of the board of directors of the Company (the ‘‘Board’’) in relation to the proposed amendments (the ‘‘Proposed Amendments’’) to the existing Rules of Procedure for the Supervisory Committee of the Company (details of which are set out in the appendix to the circular of the Company dated 11 January 2024 in relation to, among other things, the Proposed Amendments) and to approve and confirm the same and to authorise the Board to make appropriate amendments to the wordings of the Proposed Amendments and execute all documents and/or take all actions in relation to such Proposed Amendments as the Board may, in its absolute discretion, consider necessary or desirable in accordance with the relevant regulatory requirements of the relevant PRC authorities or the places where the Company is listed (as amended from time to time) and/or to deal with other related matters arising from the Proposed Amendments.’’

V. To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

‘‘THAT:

  • A. To consider and approve the election of Mr. Zhang Jing Ming as the chairman and executive Director of the ninth session of the Board of the Company.

  • B. To consider and approve the election of Mr. Leng Xiao Rong as executive Director of the ninth session of the Board of the Company.

  • C. To consider and approve the election of Mr. Huang Chunfeng as executive Director of the ninth session of the Board of the Company.

  • D. To consider and approve the election of Mr. Chau Ting Yan as non-executive Director of the ninth session of the Board of the Company.

  • E. To consider and approve the election of Mr. Luo Zhuo Qiang as independent non-executive Director of the ninth session of the Board of the Company.

  • F. To consider and approve the appointment of Ms. Jiang Hai Ling as independent non-executive Director of the ninth session of the Board of the Company.

  • G. To consider and approve the appointment of Mr. Mao Hai Bin as independent non-executive Director of the ninth session of the Board of the Company.

  • H. To consider and approve the election of Mr. Wang Xing Ye as the chairman of the ninth session of the Supervisory Committee of the Company and shareholder’s representative Supervisor.

– EGM-11 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

  • I. To consider and approve the election of Mr. Fang Wei Ran as employee’s representative Supervisor of the ninth session of the Supervisory Committee of the Company.

  • J. To consider and approve the appointment of Mr. Chen Bin as the shareholder’s representative Supervisor of the ninth session of the Supervisory Committee of the Company.’’

By Order of the Board Shenyang Public Utility Holdings Company Limited Zhang Jing Ming Chairman

Shenyang, the PRC, 11 January 2024

Notes:

  1. Each shareholder of the Company (the ‘‘Shareholder’’) entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a Shareholder. In the case of joint holders of any shares, only the person whose name appears first in the register of members shall be entitled to receive this notice, to attend and exercise all the voting powers attached to such shares at the EGM, and this notice shall be deemed to be given to all joint holders of such shares.

  2. Where there are joint holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment thereof), either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto; but if more than one of such joint holders are present at the above meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such shares shall alone be entitled to vote in respect thereof.

  3. To be valid, the proxy form together with the certified power of attorney or authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be delivered to the Company’s H share registrar, Hong Kong Registrars Limited at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for H Shareholders only) or the Company’s office at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC (for Domestic Shareholders only) not later than 24 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be) or the time appointed for passing the resolutions. Delivery of the form of proxy shall not preclude Shareholders from attending and voting in person at the EGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

  4. The register of the members of the Company will be closed from 25 January 2024 to 30 January 2024 (both dates inclusive), during which period no transfers of shares of the Company will be effected. In order to determine shareholders’ entitlement to attend and vote at the EGM, all transfer documents together with relevant H Share certificates must be delivered to the Company’s H share registrar, Hong Kong Registrars Limited at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on 24 January 2024 (for H Shareholders only) or the Company’s office at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC no later than 4:00 p.m. on 24 January 2024 (for Domestic Shareholders only). Shareholders whose names appear on the register of members on 30 January 2024 will be entitled to attend the EGM.

  5. Shareholders or their proxies shall produce their identity documents when attending the EGM.

  6. The EGM is expected to last for less than one day. Shareholders and their proxies attending the EGM shall be responsible for their own traveling and accommodation expenses.

– EGM-12 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

  1. If Typhoon Signal No. 8 or above, or a ‘‘black’’ rainstorm warning or ‘‘extreme conditions’’ after super typhoons is in effect any time at or before 7 a.m. on the date of the EGM, the meeting will be postponed. The Company will post an announcement on the websites of the Company at www.shenyang747.com and the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and place of the rescheduled meeting.

As at the date of this notice, the executive directors of the Company are Mr. Zhang Jing Ming, Mr. Huang Chunfeng and Mr. Leng Xiao Rong, the non-executive directors of the Company are Mr. Chau Ting Yan and Mr. Yin Zong Chen, and the independent non-executive directors of the Company are Mr. Guo Lu Jin, Mr. Luo Zhuo Qiang and Ms. Gao Hong Hong.

– EGM-13 –

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