CMON Limited — Governance Information 2024

Jan 30, 2024

The English version of this Rules of Procedures 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.

Shenyang Public Utility Holdings Company Limited

Rules of Procedures for General Meeting

January 30, 2024

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.

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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 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;

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• (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;

• (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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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.

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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.

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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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.

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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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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;

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

• (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

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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 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

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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.

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 mediumsized 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 nonexecutive 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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