COSCO SHIPPING Development Co., Ltd. - Proxy Solicitation & Information Statement 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in China Shipping Container Lines Company Limited, you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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.

This circular does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of China Shipping Container Lines Company Limited.

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

(Stock code: 02866)

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

(2) PROPOSED APPOINTMENT OF NEW EXECUTIVE DIRECTORS

The EGM of China Shipping Container Lines Company Limited will be held at 2:30 p.m. on Tuesday, 10 May 2016 at Holiday Inn Shanghai Jinxiu, No. 399 Jinzun Road, Pudong New Area, Shanghai, the PRC.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon. For holder of H Shares, the proxy form should be returned to Computershare Hong Kong Investor Services Limited by hand or by post not less than 24 hours before the time appointed for holding the EGM or any adjourned meeting thereof.

Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to Directorate Secretary Office of the Company not later than 20 days before the date of the EGM, i.e. no later than Wednesday, 20 April 2016.

The Company is a registered non-Hong Kong company as defined in the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and it is registered under its Chinese name and under the English name “China Shipping Container Lines Company Limited”.

24 March 2016

CONTENTS

	Pages
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
APPENDIX I – COMPARISON CHART OF AMENDMENTS TO
THE ARTICLES OF ASSOCIATION. . . . . . . . . . . . . . .	6

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DEFINITIONS

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

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

“Board” the board of directors of the Company

“Company” China Shipping Container Lines Company Limited (中海集裝箱運輸股份有限公司), a joint stock limited company established in the PRC, of which 3,751,000,000 H shares are listed on the Stock Exchange and 7,932,125,000 A shares are listed on the Shanghai Stock Exchange “Directors” the directors of the Company “EGM” the extraordinary general meeting of the Company to be convened at 2:30 p.m. on Tuesday, 10 May 2016 at Holiday Inn Shanghai Jinxiu, No. 399 Jinzun Road, Pudong New Area, Shanghai, the PRC “Group” the Company and its subsidiaries

“Hong Kong” 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 purposes of this circular excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended and supplemented from time to time “Shareholder(s)” the shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary” has the meaning ascribed thereto under the Listing Rules

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LETTER FROM THE BOARD

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

(Stock code: 02866)

Executive Directors: Mr. Zhang Guofa Mr. Huang Xiaowen Mr. Zhao Hongzhou

Non-executive Directors: Mr. Ding Nong Mr. Yu Zenggang Mr. Yang Jigui Mr. Han Jun Mr. Chen Jihong

Independent non-executive Directors: Ms. Zhang Nan Mr. Guan Yimin Mr. Shi Xin Ms. Hai Chi Yuet Mr. Graeme Jack

Legal address in the PRC: Room A-538 International Trade Center China (Shanghai) Pilot Free Trade Zone Shanghai The PRC Principal place of business in the PRC: Maritime Research Building 628 Minsheng Road Pudong New Area Shanghai The PRC Principal place of business in Hong Kong: 31/F, Tower 2 Kowloon Commerce Centre 51 Kwai Cheong Road Kwai Chung New Territories Hong Kong 24 March 2016

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

(2) PROPOSED APPOINTMENT OF NEW EXECUTIVE DIRECTORS

I. INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the EGM for (1) the proposed amendments to the Articles of Association and (2) the proposed appointment of new executive Directors. This circular together with the notice of EGM contain all information reasonably necessary to enable the Shareholders to make informed decisions as to whether to vote for or against the resolutions to be proposed at the EGM.

* The Company is a registered non-Hong Kong company as defined in the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and it is registered under its Chinese name and under the English name “China Shipping Container Lines Company Limited”.

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LETTER FROM THE BOARD

SPECIAL RESOLUTIONS:

II. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 16 March 2016 in relation to the proposed amendments to the Articles of Association. In order to further improve the Company’s governance structure, accelerate the Company’s strategic transformation, promote the Company’s execution capability and achieve the Company’s strategic objectives, the Board has resolved to make certain amendments to the Articles of Association, and to propose a resolution at the EGM to authorise the Board in turn to authorise the management of the Company to handle the approval and filing procedures with relevant regulatory authorities involved in such amendments.

For details of the proposed amendments, please refer to Appendix I to this circular.

ORDINARY RESOLUTIONS:

III. PROPOSED APPOINTMENT OF NEW EXECUTIVE DIRECTORS

Reference is made to the announcement of the Company dated 16 March 2016 in relation to the proposed appointment of Directors. Three ordinary resolutions will be proposed at the EGM to (i) consider and approve the appointment of Ms. Sun Yueying (“ Ms. Sun ”) as an executive Director; (ii) consider and approve the appointment of Mr. Wang Daxiong (“ Mr. Wang ”) as an executive Director; and (iii) consider and approve the appointment of Mr. Liu Chong (“ Mr. Liu ”) as an executive Director.

The Board has proposed to elect Ms. Sun as the chairman of the Board, subject to the approval by the Shareholders of Ms. Sun’s appointment as an executive Director at the EGM.

Biographical details of Ms. Sun are set out as follows:

Ms. Sun Yueying (孫月英) , born in 1958, has served as the chief accountant and a member of the Party leadership group of China COSCO Shipping Corporation Limited since January 2016. Ms. Sun has served as the chief accountant of China Ocean Shipping (Group) Company since 2000, and is currently the chairman of the board of directors of each of COSCO Finance Company Limited, COSCO Container Lines Japan Co., Ltd. (“ COSCO Japan ”) and COSCO International Ship Trading Company Limited. She also serves as a director of each of China COSCO Holdings Company Limited (“ China COSCO ”, listed on the Stock Exchange under the stock code of 1919 and on Shanghai Stock Exchange under the stock code of 601919), China Merchants Bank Co., Ltd. (listed on the Stock Exchange under the stock code of 3968 and on Shanghai Stock Exchange under the stock code of 600036) and China Merchants Securities Co., Ltd. (listed on Shanghai Stock Exchange under the stock code of 600999). Ms. Sun assumed various positions such as the deputy director of the finance department of Tianjin Ocean Shipping Company Limited, head of the general office and finance manager of COSCO Japan, the deputy general manager and the general manager of the finance and capital division and

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LETTER FROM THE BOARD

the deputy chief accountant of China Ocean Shipping (Group) Company. Ms. Sun has over 30 years’ experience in the shipping industry and has extensive experience in finance, fund management, financial management and capital operation. Ms. Sun graduated from Shanghai Maritime University majoring in shipping finance and accounting and obtained an EMBA degree from the University of International Business and Economics. She is also a certified public accountant and a senior accountant.

Biographical details of Mr. Wang are set out as follows:

Mr. Wang Daxiong (王大雄) , born in 1960, has served as the chairman of the board of directors of China Shipping (Hong Kong) Holdings Co., Ltd. since February 2014. He served as the deputy general manager and a member of the Party leadership group of China Shipping (Group) Company from May 2010 to February 2014, as a non-executive director of the Company from February 2004 to June 2014, as the vice president, chief accountant and a member of the Party leadership group of China Shipping (Group) Company from February 2001 to May 2010, and as the chief accountant and a member of the Party leadership group of China Shipping (Group) Company from January 1998 to February 2001. Prior to that, he worked as section chief, director and chief accountant of the finance division of Guangzhou Maritime Bureau. Mr. Wang began his career in the shipping industry in 1983 after he graduated from Shanghai Maritime University majoring in shipping finance. Mr. Wang holds an EMBA degree from Shanghai University of Finance and Economics and is a senior accountant.

Biographical details of Mr. Liu are set out as follows:

Mr. Liu Chong (劉沖) , born in 1970, has served as the general manager of the Company since March 2016. He has served as the general manager of China Shipping Investment Co., Ltd. since April 2013, and the general manager of China Shipping Leasing Co., Ltd. since August 2014. Mr. Liu served as the financial controller and deputy general manager of China Shipping Logistics Co., Ltd., the chief accountant of China Shipping Haisheng Co., Ltd., the head of capital management division of China Shipping (Group) Company and the chief accountant of the Company. Mr. Liu graduated from Sun Yat-sen University majoring in economics, and is a certified public accountant and a senior accountant.

Save as disclosed above, neither Ms. Sun nor Mr. Wang nor Mr. Liu has held any other positions in the Company and/or its subsidiaries. Save as disclosed above, so far as the Directors are aware, neither Ms. Sun nor Mr. Wang nor Mr. Liu has held any directorships in any listed public companies in the last three years. Furthermore, neither Ms. Sun nor Mr. Wang nor Mr. Liu has any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company, and neither of them has any interests in the shares of the Company within the meaning of Part XV of the SFO. Subject to the approval by the Shareholders of Ms. Sun’s, Mr. Wang’s and Mr. Liu’s appointment as executive Directors, Ms. Sun, Mr. Wang and Mr. Liu will enter into a service contract respectively with the Company for a term of service running from the date of their appointment until the end of the term of the current session of the Board. Pursuant to such proposed service contract, Ms. Sun, Mr. Wang and Mr. Liu will not receive any remuneration from the Company as the Directors.

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LETTER FROM THE BOARD

Save as disclosed above, there are no other matters relating to Ms. Sun, Mr. Wang or Mr. Liu that need to be brought to the attention of the Shareholders nor is there any information which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

IV. EGM

A notice convening the EGM to be held at 2:30 p.m. on Tuesday, 10 May 2016 at Holiday Inn Shanghai Jinxiu, No. 399 Jinzun Road, Pudong New Area, Shanghai, the PRC for the Shareholders to consider and, if thought fit, approve (1) the proposed amendments to the Articles of Association and (2) the proposed appointment of new executive Directors has been despatched to the Shareholders on 24 March 2016. To the best knowledge of the Directors, none of the Shareholders is required to abstain from voting on any of the resolutions at the EGM.

V. RECOMMENDATION

The Board considers that the resolutions in respect of (1) the proposed amendments to the Articles of Association and (2) the proposed appointment of new executive Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders should vote in favour of these resolutions at the EGM. None of the Directors should abstain from voting on these resolutions.

VI. 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 Group. 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.

By Order of the Board

China Shipping Container Lines Company Limited Yu Zhen

Joint Company Secretary

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COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Current articles Chapter I General Provisions

Current articles Amendments Chapter I General Provisions Chapter I General Provisions Article 1.9 The Articles of Association is binding Article 1.9 The Articles of Association is binding upon the Company’s shareholders, directors, upon the Company’s shareholders, directors, supervisors, general manager, deputy general supervisors, chief executive officer, general managers and other top management. The above manager, deputy general managers and other top mentioned personnel may file right claims regarding management. The above mentioned personnel may company’s matters as per the Articles of file right claims regarding company’s matters as per Association. the Articles of Association.

As per the Articles of Association, shareholders may raise a claim against other shareholders; shareholders may raise a claim against the Company’s directors, supervisors, general manager, deputy general manager and other senior executives; shareholders may raise a claim against the Company, and the Company may raise a claim against the shareholders. Shareholders may raise a claim against shareholders, or against company’s directors, supervisors, general manager, deputy general manager and other senior executives.

The claims as mentioned in the preceding clause include lawsuits brought to the court or arbitration application filed with arbitration institutions.

As per the Articles of Association, shareholders may raise a claim against other shareholders; shareholders may raise a claim against the Company’s directors, supervisors, chief executive officer, general manager, deputy general manager and other senior executives; shareholders may raise a claim against the Company, and the Company may raise a claim against the shareholders. Shareholders may raise a claim against shareholders, or against company’s directors, supervisors, chief executive officer, general manager, deputy general manager and other senior executives.

The claims as mentioned in the preceding clause include lawsuits brought to the court or arbitration application filed with arbitration institutions.

Article 1.10 Senior executives as referred to in the Article 1.10 Senior executives as referred to in the Articles of Association include the general manager, Articles of Association include the chief executive deputy general managers, Board secretary, chief officer, general manager, deputy general managers, accountant or chief financial officer and other Board secretary, chief accountant or chief financial senior management personnel appointed by the officer and other senior management personnel Company’s Board of Directors. appointed by the Company’s Board of Directors.

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COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Chapter VI Share and register of shareholders

Article 6.6 The directors, supervisors, general manager, deputy general manager and other senior management shall declare their respective shareholdings in the Company and changes thereto on regular basis during their term of office. Transfer of shares by the aforesaid persons shall comply with the relevant laws, regulations and/or relevant listing rules.

Article 6.7 Any gains from sale of shares by the directors, supervisors and general manager, deputy general manager and other senior management or shareholder holding 5% or more of the shares of the Company within six(6) months after their purchase of the same, and any gains from the purchase of the shares by any of the aforesaid parties within six(6) months after sale of the same shall be disgorged and paid to the Company, and the Board of Directors of the Company shall recover such gains from the abovementioned parties. However, if a securities company holds 5% or more of the Company’s shares as a result of its underwriting of the untaken shares in an offer, the sales of those shares shall not be under the said six (6)-month restriction.

Director in breach of the provision in the preceding paragraph shall bear joint liability in accordance with law.

Chapter VI Share and register of shareholders

Article 6.6 The directors, supervisors, chief executive officer, general manager, deputy general manager and other senior management shall declare their respective shareholdings in the Company and changes thereto on regular basis during their term of office. Transfer of shares by the aforesaid persons shall comply with the relevant laws, regulations and/or relevant listing rules.

Article 6.7 Any gains from sale of shares by the directors, supervisors, chief executive officer, and general manager, deputy general manager and other senior management or shareholder holding 5% or more of the shares of the Company within six(6) months after their purchase of the same, and any gains from the purchase of the shares by any of the aforesaid parties within six(6) months after sale of the same shall be disgorged and paid to the Company, and the Board of Directors of the Company shall recover such gains from the abovementioned parties. However, if a securities company holds 5% or more of the Company’s shares as a result of its underwriting of the untaken shares in an offer, the sales of those shares shall not be under the said six (6)-month restriction.

Director in breach of the provision in the preceding paragraph shall bear joint liability in accordance with law.

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COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Chapter VII Rights and duties of shareholders	Chapter VII Rights and duties of shareholders	Chapter VII Rights and duties of shareholders	Chapter VII Rights and duties of shareholders
Article 7.3 The shareholders of ordinary shares of		Article 7.3 The shareholders of ordinary shares of
the Company shall enjoy the following rights:		the Company shall enjoy the following rights:
(I)	to receive dividends and other distributions in	(I)	to receive dividends and other distributions in
	proportion to their shareholdings;		proportion to their shareholdings;
(II)	to request, convene, preside over, attend and	(II)	to request, convene, preside over, attend and
	to vote at the general meeting in person or by		to vote at the general meeting in person or by
	proxy in accordance with the laws;		proxy in accordance with the laws;
(III)	to supervise the Company’s business	(III)	to supervise the Company’s business
	operations, the right to present proposals or to		operations, the right to present proposals or to
	raise queries;		raise queries;
(IV)	to transfer, confer or pledge shares in	(IV)	to transfer, confer or pledge shares in
	accordance with laws, administrative		accordance with laws, administrative
	regulations and rules as well as the Articles of		regulations and rules as well as the Articles of
	Association;		Association;
(V)	to obtain relevant information in accordance	(V)	to obtain relevant information in accordance
	with the Articles of Association, in which		with the Articles of Association, in which
	information includes:		information includes:
	1. to obtain the Articles of Association,		1. to obtain the Articles of Association,
	subject to payment of costs;		subject to payment of costs;
	2. to inspect for free and copy, subject to		2. to inspect for free and copy, subject to
	payment of a reasonable fee, the		payment of a reasonable fee, the
	following:		following:
	(1) all parts of the register of		(1) all parts of the register of
	shareholders;		shareholders;
	(2) personal particulars of each of		(2) personal particulars of each of
	the directors, supervisors,		the directors, supervisors, chief
	general managers, deputy general		executive officer, general
	managers and other senior		managers, deputy general
	management personnel of the		managers and other senior
	Company, including:		management personnel of the
			Company, including:
	(A) present and former name
	and alias;		(A) present and former name
			and alias;

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COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	(B) principal address (place of		(B) principal address (place of
	residence);		residence);
	(C) Nationality;		(C) Nationality;
	(D) primary and all other part-		(D) primary and all other part-
	time occupations and		time occupations and
	duties;		duties;
	(E) identification documents		(E) identification documents
	and the numbers thereof.		and the numbers thereof.
(3)	status of the Company’s share	(3)	status of the Company’s share
	capital;		capital;
(4)	reports on the aggregate par	(4)	reports on the aggregate par
	value, number of shares, ceiling		value, number of shares, ceiling
	and bottom price of each class of		and bottom price of each class of
	shares repurchased by the		shares repurchased by the
	Company since the previous		Company since the previous
	financial year, as well as all the		financial year, as well as all the
	expenses paid by the Company		expenses paid by the Company
	therefor;		therefor;
(5)	minutes of general meetings	(5)	minutes of general meetings
	(only available to shareholders);		(only available to shareholders);
(6)	the latest audited financial	(6)	the latest audited financial
	statements of the Company, and		statements of the Company, and
	the reports of directors,		the reports of directors,
	supervisors and auditors;		supervisors and auditors;
(7)	stubs of corporate bonds,	(7)	stubs of corporate bonds,
	resolutions of Board meetings,		resolutions of Board meetings,
	resolutions of Supervisory		resolutions of Supervisory
	Committee meetings, and		Committee meetings, and
	financial reports;		financial reports;
(8)	copy of the latest annual return	(8)	copy of the latest annual return
	filed with Chinese State		filed with Chinese State
	Administration for Industry and		Administration for Industry and
	Commerce or other competent		Commerce or other competent
	authorities;		authorities;
(9)	special resolutions of the	(9)	special resolutions of the
	Company.		Company.

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COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

(VI) in the event of the termination and liquidation (VI) in the event of the termination and liquidation of the Company, the right to participate in the of the Company, the right to participate in the distribution of remaining assets of the distribution of remaining assets of the Company in accordance with the number of Company in accordance with the number of shares held; shares held;
(VII) shareholders having objection to resolutions (VII) shareholders having objection to resolutions of the general meeting concerning merger or of the general meeting concerning merger or division of the Company may require the division of the Company may require the Company to buy their shares; Company to buy their shares;
(VIII) to commence legal proceedings and (VIII) to commence legal proceedings and claim related rights concerning any act claim related rights concerning any act infringing upon the interests of the infringing upon the interests of the Company or its shareholders pursuant Company or its shareholders pursuant to Company Law or other laws and to Company Law or other laws and regulations; regulations;
(IX) other rights conferred by the laws, (IX) other rights conferred by the laws, regulations, relevant listing rules and the regulations, relevant listing rules and the Articles of Association. Articles of Association.

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COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Chapter VIII General meeting

Article 8.3 The Company shall not, without the prior approval of the shareholders at a general meeting, enter into any contract with any person other than directors, supervisors, general manager, deputy general managers or other senior management personnel, whereby the management of the whole or part of substantial business of the Company is to be handed over to such person.

Article 8.4 Proposals in relation to guarantee to be provided by the Company to external parties are subject to consideration and approval by the Board and they shall be submitted to the general meeting for review and approval after being reviewed by the Board when:

Chapter VIII General meeting

Article 8.3 The Company shall not, without the prior approval of the shareholders at a general meeting, enter into any contract with an y person other than directors, supervisors, chief executive officer, general manager, deputy general managers or other senior management personnel, whereby the management of the whole or part of substantial business of the Company is to be handed over to such person.

(I) the total amount of external guarantees (I) the total amount of external guarantees provided by the Company and its subsidiaries provided by the Company and its subsidiaries reaches or exceeds 50% of the latest audited reaches or exceeds 50% of the latest audited net assets; net assets;
(II) the gearing ratio of the entity to be guaranteed (II) the gearing ratio of the entity to be guaranteed exceeds 70%; exceeds 70%;
(III) the amount of a single guarantee exceeds 10% (III) the amount of a single guarantee exceeds 10% of the latest audited net assets; of the latest audited net assets;
(IV) the guarantee is provided to shareholders, the (IV) the guarantee is provided to shareholders, the de facto controllers and their connected de facto controllers and their connected persons; persons;
(V) any external guarantee to be given by the (V) any external guarantee to be given by the Company after the total amount of guarantees Company after the total amount of guarantees provided by the Company has reached or provided by the Company has reached or exceeded 30% of the latest audited total assets exceeded 30% of the latest audited total assets of the Company; of the Company;
(VI) other matters concerning guarantees that shall (VI) other matters concerning guarantees that shall be approved by the general meeting as be approved by the general meeting as stipulated by the laws and regulations and the stipulated by the laws and regulations and the Articles of Association. Articles of Association.

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COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

“External guarantee” as mentioned in the Articles of Association refers to guarantee provided by the Company for other parties, including those provided by the Company for its subsidiaries. “Total amount of external guarantee of the Company and its subsidiaries” refers to the sum of the total external guarantee provided by the Company including those provided by the Company for its subsidiaries and the total amount of external guarantees provided by the subsidiaries of the Company.

If any director, the general manager, deputy general If any director, the chief executive officer, general manager and other senior executive causes loss to manager, deputy general manager and other senior the Company by violating any stipulations executive causes loss to the Company by violating regarding the examination and approval authority any stipulations regarding the examination and and procedure of approval concerning external approval authority and procedure of approval guarantee specified in the laws, administrative concerning external guarantee specified in the laws, regulations and the Articles of Association, he shall administrative regulations and the Articles of be taken liable for compensation, and the Company Association, he shall be taken liable for may pursue action against him pursuant to the laws. compensation, and the Company may pursue action against him pursuant to the laws. Article 8.14 The notice of general meeting shall Article 8.14 The notice of general meeting shall meet the following requirements: meet the following requirements: (I) Be given in writing; (I) Be given in writing; (II) Designate the place, date and time of the (II) Designate the place, date and time of the meeting; meeting; (III) State the matters to be discussed at the (III) State the matters to be discussed at the meeting; meeting;

(III) State the matters to be discussed at the meeting;
(IV) Provide shareholders with such information as is needed to enable the shareholders to make informed decisions on the matters to be discussed. This principle includes (but not limited to) specific terms and conditions of the transactions contemplated and the contract (if available) shall be provided, and that the reasons for and effects of the proposed transaction shall be properly explained, when the Company proposes merge, repurchase of shares, restructuring of its share capital or other reorganization;
(IV) Provide shareholders with such information as is needed to enable the shareholders to make informed decisions on the matters to be discussed. This principle includes (but not limited to) specific terms and conditions of the transactions contemplated and the contract (if available) shall be provided, and that the reasons for and effects of the proposed transaction shall be properly explained, when the Company proposes merge, repurchase of shares, restructuring of its share capital or other reorganization;

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COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

(V) where any director, supervisor, general (V) where any director, supervisor, chief manager, deputy general manager or other executive officer, general manager, deputy senior management personnel has material general manager or other senior management interests in the matters to be discussed, the personnel has material interests in the matters nature and to what extent they are interested to be discussed, the nature and to what extent therein shall be disclosed; where the impact they are interested therein shall be disclosed; of the matters to be discussed on such where the impact of the matters to be director, supervisor, general manager, deputy discussed on such director, supervisor, chief general manager and other senior executive officer, general manager, deputy management personnel who are shareholders general manager and other senior is different from the impact on other management personnel who are shareholders shareholders of the same type, then that is different from the impact on other difference shall be illustrated; shareholders of the same type, then that difference shall be illustrated;
(VI) contain the full text of any special resolutions to be passed at the meeting;
(VII) contain conspicuously a statement that shareholders entitled to attend and vote have a right to appoint one or more proxies to attend and vote on his behalf and that a proxy so appointed need not be a shareholder;
(VIII) specify the time and address for lodging the proxy forms for use at the meeting.

If the election of directors or supervisors is proposed to be discussed at a general meeting, the notice of a general meeting shall adequately disclose the biographical details of the director or supervisor candidates, which shall at least include:

personal particulars, including academic qualifications, work experiences, and concurrent positions;
whether such person has any connection with the Company, its controlling shareholders and de facto controllers;
the number of shares of the Company held by such person;
whether such person has been punished by the securities regulatory authority of the State Council or any other relevant authority or been reprimanded by any stock exchange.
(VI) contain the full text of any special resolutions to be passed at the meeting;
(VII) contain conspicuously a statement that shareholders entitled to attend and vote have a right to appoint one or more proxies to attend and vote on his behalf and that a proxy so appointed need not be a shareholder;
(VIII) specify the time and address for lodging the proxy forms for use at the meeting.

personal particulars, including academic qualifications, work experiences, and concurrent positions;
whether such person has any connection with the Company, its controlling shareholders and de facto controllers;
the number of shares of the Company held by such person;
whether such person has been punished by the securities regulatory authority of the State Council or any other relevant authority or been reprimanded by any stock exchange.

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COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Unless a director or supervisor is elected via the accumulative voting system, the election of each director or supervisor candidate shall be proposed as a separate proposal.

After the notice of general meeting is issued, the meeting shall not be postponed or cancelled and the motions set out in the notice shall not be cancelled without proper reasons. In the case of any postponement or cancellation of the meeting, the convener shall make an announcement and give the reasons therefor at least 2 workdays prior to the date on which the meeting is originally scheduled.

Chapter X Board of Directors

Article 10.1 The Company shall have a Board of Directors which shall be responsible for reporting its work to the general meeting. The Board of Directors shall consist of thirteen to nineteen directors, including one chairman and two vice chairmen. Of the directors, at least two members shall be executive directors taking charge of the day-to-day business consigned by the Company; the other members shall be non-executive directors who do not deal with the day-to-day business.

Chapter X Board of Directors

Article 10.1 The Company shall have a Board of Directors which shall be responsible for reporting its work to the general meeting. The Board of Directors shall consist of nine to nineteen directors, including one chairman and no more than two vice chairmen. Of the directors, at least two members shall be executive directors taking charge of the day-to-day business consigned by the Company; the other members shall be non-executive directors who do not deal with the day-to-day business.

At least one third of the total members of the Board of Directors shall be independent directors, and at least one independent director shall have appropriate professional qualification or shall have accounting or related financial management expertise.

At least half (inclusive) of the directors shall be At least half (inclusive) of the directors shall be external directors (i.e., directors not holding any external directors (i.e., directors not holding any position in the Company), and the Board of position in the Company), and the Board of Directors shall have at least two independent nonDirectors shall have at least two independent nonexecutive directors (i.e., directors independent of executive directors (i.e., directors independent of the shareholders of the Company and not holding the shareholders of the Company and not holding any position in the Company). any position in the Company).

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(X) to decide on the establishment of the (X) to decide on the establishment of the Company’s internal management structure; Company’s internal management structure;
(XI) in accordance with the chairman’s (XI) in accordance with the chairman’s nomination, to appoint or dismiss the nomination, to appoint or dismiss the Company’s general manager, and in Company’s chief executive officer or board accordance with the general manager’s secretary , and in accordance with the chief nomination, to appoint or dismiss the deputy executive officer’ s nomination, to appoint or general manager and officer in charge of dismiss the general manager, deputy general financial matters of the Company and to manager , chief accountant or chief financial decide on their remuneration; to appoint or officer of the Company and to decide on their replace the members of the Board of Directors remuneration; to appoint or replace the and the supervisory committee of the whollymembers of the Board of Directors and the owned subsidiaries of the Company, to supervisory committee of the wholly-owned appoint, replace or recommend on the subsidiaries of the Company, to appoint, appointment of the shareholder replace or recommend on the appointment of representative, director and supervisors of the the shareholder representative, director and subsidiaries and associates of the Company. supervisors of the subsidiaries and associates of the Company.
(XII) to formulate the Company’s basic management systems;
(XII) to formulate the Company’s basic management systems;
(XIII) to formulate and implement share incentive scheme (including share (XIII) to formulate and implement share option plan permitted by laws and incentive scheme (including share regulations); option plan permitted by laws and regulations);
(XIV) to formulate proposals for the amendments of the Company’s Articles (XIV) to formulate proposals for the of Association; amendments of the Company’s Articles
(XIV) to formulate proposals for the amendments of the Company’s Articles of Association;
(XV) subject to in compliance with the relevant laws of China, to decide upon the Company’s (XV) subject to in compliance with the relevant wage standard and welfare and incentive laws of China, to decide upon the Company’s policy; wage standard and welfare and incentive policy;
(XVI) to resolve on the other important matters and administrative affairs of the Company other than those which shall be resolved at general meetings pursuant to Company Law and the Articles of Association, and to enter into other important agreements;
(XVII) to formulate the Company’s plans for major acquisition or disposal;
(XVIII) to perform other functions as delegated by the general meeting and the Articles of Association of the Company.
(XVI) to resolve on the other important matters and administrative affairs of the Company other than those which shall be resolved at general meetings pursuant to Company Law and the Articles of Association, and to enter into other important agreements;
(XVII) to formulate the Company’s plans for major acquisition or disposal;
(XVIII) to perform other functions as delegated by the general meeting and the Articles of Association of the Company.

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Except for resolutions of the Board of Directors in respect of matters specified in items (VI), (VII), (VIII), (XI) and (XIV) of this article which shall be passed by more than two-thirds of all the directors, resolutions of the Board of Directors in respect of all other matters may be passed by a majority of directors.

If any director of the Company is associated with the enterprises that are involved in the matters to be resolved at the Board meetings, he or she shall not exercise his or her voting rights for such matters, nor shall such director exercise voting rights on behalf of other directors. Such Board meetings shall be convened by a majority of the directors present thereat who are not connected. The resolution of the Board meeting shall be passed by more than half of the non-connected directors. If the number of nonconnected directors attending the meetings is less than 3, such resolutions shall be submitted to the general meeting for approval.

The Board of Directors’ resolutions in respect of connected transactions of the Company shall only come into effect upon the signing by independent directors.

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Chapter XII Secretary to the Board of		Chapter XII Secretary to the Board of
Directors of the Company		Directors of the Company
Article 12.2 The secretary to the Board	of	Article 12.2 The secretary to the Board	of
Directors of the Company should be a natural		Directors of the Company should be a natural
person having the required professional knowledge		person having the required professional knowledge
and experience and is appointed by the Board.		and experience and is appointed by the Board.
The principal tasks of the secretary to the Board	are:	The principal tasks of the secretary to the Board	are:

(I) helping the directors with the daily work of the Board, keeping the directors informed of the regulations, policies and requirements of domestic and overseas regulatory authorities on corporate operations, and assisting the directors and the general manager in duly observing domestic and overseas laws and regulations, the Articles of Association and other relevant provisions while exercising their functions and powers;
(II) arranging and preparing the documents for the Board meetings and the general meetings, keeping meeting minutes, ensuring that the decisions made on the meetings comply with the statutory procedures, and monitoring the execution of the resolutions of the Board;
(III) arranging and coordinating information disclosure, coordinating relations with investors, and enhancing transparency of the Company;
(IV) participating in organizing capital raising;
(V) dealing with intermediaries, regulatory authorities and media, and improving public relations;
(I) helping the directors with the daily work of the Board, keeping the directors informed of the regulations, policies and requirements of domestic and overseas regulatory authorities on corporate operations, and assisting the directors , chief executive officer and the general manager in duly observing domestic and overseas laws and regulations, the Articles of Association and other relevant provisions while exercising their functions and powers;
(II) arranging and preparing the documents for the Board meetings and the general meetings, keeping meeting minutes, ensuring that the decisions made on the meetings comply with the statutory procedures, and monitoring the execution of the resolutions of the Board;
(III) arranging and coordinating information disclosure, coordinating relations with investors, and enhancing transparency of the Company;
(IV) participating in organizing capital raising; (V) dealing with intermediaries, regulatory authorities and media, and improving public relations;

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(VI) executing other tasks assigned by the Board and the chairman.
(VI) executing other tasks assigned by the Board and the chairman.
The duties of the secretary to the board include: The duties of the secretary to the board include: (I) organizing and arranging for Board meetings (I) organizing and arranging for Board meetings and general meetings; preparing meeting and general meetings; preparing meeting documents, handling relevant meeting affairs; documents, handling relevant meeting affairs; making minutes of the meetings and ensuring making minutes of the meetings and ensuring their accuracy; keeping meeting documents their accuracy; keeping meeting documents and minutes; taking the initiative to monitor and minutes; taking the initiative to monitor the implementation of relevant resolutions. the implementation of relevant resolutions. Reporting to the Board any important issues Reporting to the Board any important issues occurring during the implementation and occurring during the implementation and giving relevant advice to the Board. giving relevant advice to the Board.
(II) ensuring the material issues decided by the (II) ensuring the material issues decided by the Board are carried out in strict accordance with Board are carried out in strict accordance with the procedures stipulated. At request of the the procedures stipulated. At request of the board, participating in the arrangement of board, participating in the arrangement of consultation and analysis on the issues to be consultation and analysis on the issues to be decided by the Board and offering relevant decided by the Board and offering relevant opinions and suggestions; handling the dayopinions and suggestions; handling the dayto-day affairs of the Board and its relevant to-day affairs of the Board and its relevant committees as entrusted. committees as entrusted.
(III) acting as the liaison officer of the Company (III) acting as the liaison officer of the Company with the securities regulatory authorities, with the securities regulatory authorities, responsible for arrangement, preparation and responsible for arrangement, preparation and timely submission of the documents required timely submission of the documents required by the regulatory authorities as well as by the regulatory authorities as well as accepting and organizing the implementation accepting and organizing the implementation of any assignment from the regulatory of any assignment from the regulatory authorities. authorities.
(IV) coordinating and organizing the Company’s (IV) coordinating and organizing the Company’s information disclosure; establishing and information disclosure; establishing and improving the information disclosure system; improving the information disclosure system; attending all of the Company’s meetings attending all of the Company’s meetings involving information disclosure; and involving information disclosure; and keeping informed of the Company’s material keeping informed of the Company’s material operation decisions. operation decisions.

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(V) keeping the Company’s price-sensitive information confidential and establishing effective confidentiality systems and measures; in case any of the Company’s price-sensitive information is divulged due to any reason, taking necessary remedial measures, responsively explaining and clarifying it, and reporting to the regulatory authorities in overseas jurisdictions where the shares of the Company are listed and the securities regulatory authority of the State Council.
(VI) coordinating and organizing marketing activities; coordinating reception of visitors, handling investor relations; keeping in touch with investors, intermediaries and news media; coordinating replies to inquiries from the public; and ensuring investors to obtain the information disclosed by the Company in a timely manner; organizing and preparing the Company’s domestic and overseas marketing and promotion activities; preparing conclusive reports on marketing and important visits; and arranging the submission of the reports to the securities regulatory authority of the State Council.
(VII) handling and keeping the information on shareholders’ register, directors’ register, the number of shares held by major shareholders, records of directors’ shares and a list of the holders of outstanding bonds of the Company.
(V) keeping the Company’s price-sensitive information confidential and establishing effective confidentiality systems and measures; in case any of the Company’s price-sensitive information is divulged due to any reason, taking necessary remedial measures, responsively explaining and clarifying it, and reporting to the regulatory authorities in overseas jurisdictions where the shares of the Company are listed and the securities regulatory authority of the State Council.
(VI) coordinating and organizing marketing activities; coordinating reception of visitors, handling investor relations; keeping in touch with investors, intermediaries and news media; coordinating replies to inquiries from the public; and ensuring investors to obtain the information disclosed by the Company in a timely manner; organizing and preparing the Company’s domestic and overseas marketing and promotion activities; preparing conclusive reports on marketing and important visits; and arranging the submission of the reports to the securities regulatory authority of the State Council.
(VII) handling and keeping the information on shareholders’ register, directors’ register, the number of shares held by major shareholders, records of directors’ shares and a list of the holders of outstanding bonds of the Company.

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(VIII) assisting directors and the general (VIII) assisting directors, chief executive manager in duly observing the officer and the general manager in duly domestic and overseas laws, observing the domestic and overseas regulations, the Articles o f Association laws, regulations, the Articles of and other relevant provisions while Association and other relevant exercising their functions and powers; provisions while exercising their upon becoming aware that the functions and powers; upon becoming Company has passed or may pass aware that the Company has passed or resolutions which may breach the may pass resolutions which may breach relevant provisions, being liable for the relevant provisions, being liable for immediately reminding the Board and immediately reminding the Board and being entitled to report such facts to the being entitled to report such facts to the securities regulatory authority of the securities regulatory authority of the State Council and other regulatory State Council and other regulatory authorities. authorities.
(IX) coordinating the provision of relevant information necessary for the Company’s Supervisory Committee and other regulatory authorities to discharge their duties; assisting in carrying out due diligence investigation on the performance of their fiduciary duties by the chief financial officer, directors and the general manager of the Company.
(X) exercising other functions and powers as conferred by the Board, as well as other functions and powers as required by laws in any jurisdiction where the shares of the Company are listed and the relevant provisions of the stock exchange.
(IX) coordinating the provision of relevant information necessary for the Company’s Supervisory Committee and other regulatory authorities to discharge their duties; assisting in carrying out due diligence investigation o n the performance of their fiduciary duties by the chief financial officer, directors , chief executive officer and the general manager of the Company.
(X) exercising other functions and powers as conferred by the Board, as well as other functions and powers as required by laws in any jurisdiction where the shares of the Company are listed and the relevant provisions of the stock exchange.

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Chapter XIII General manager and deputy general managers of the Company		Chapter XIII CHIEF EXECUTIVE OFFICER, general manager and deputy general managers of the Company
Article 13.1 The Company has one general		Article 13.1 The Company has one chief
manager, who is nominated by the chairman of the		executive officer, who is nominated by the
Board of Directors and appointed or dismissed by		chairman of the Board of Directors and appointed or
the Board of Directors.		dismissed by the Board of Directors.
The Company has several deputy general managers,		The Company has one general manager, who is
who shall assist in carrying out the work of the		nominated by the chief executive officer and
general manager. Deputy general managers, the		appointed or dismissed by the Board of
chief accountant and the chief financial officer shall		Directors.
be nominated by the general manager and appointed
or dismissed by the Board.		The Company has several deputy general managers,
		who shall assist in carrying out the work of the
Persons holding positions other than directors in the		general manager. Deputy general managers, the
entities owned by the controlling shareholders and		chief accountant and the chief financial officer shall
beneficial controllers of the Company shall not		be nominated by the chief executive officer and
serve as senior executives of the Company.		appointed or dismissed by the Board.
		Persons holding positions other than directors in the
		entities owned by the controlling shareholders and
		beneficial controllers of the Company shall not
		serve as senior executive s of the Company.
		Article 13.2 The term of office of the chief
		executive officer or the general manager shall be
		three years, subject to re-appointment upon
		expiry of his term. The chief executive officer
		may serve as the general manager concurrently.

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	Article 13.3 The chief executive officer shall be	Article 13.3 The chief executive officer shall be
	accountable to the Board of Directors and in
	general charge of the operation and management
	of the Company (particularly in the operation
	and	management of offshore companies) and
	shall	exercise the following functions and
	powers:
	(1)	to organize the implementation of the
		decisions, resolutions, policies and
		development plans of the Board of
		Directors and the Supervisory Committee,
		and report to the Board of Directors;
	(2)	to organize the implementation of the
		Company’s annual business plans, budgets
		and investment plans;
	(3)	to coordinate the Company’s internal and
		external relations;
	(4)	to formulate the Company’s internal
		management organization;
	(5)	to devise the Company’s basic management
		system;
	(6)	to draw up the basic rules and regulations
		of the Company;
	(7)	to be responsible for submitting the annual
		work report and other reports to the Board
		of Directors;
	(8)	to employ or dismiss management
		personnel whose employment or dismissal
		is not subject to the approval of the Board
		of Directors and determine their
		remuneration;
	(9)	to propose the convening of the
		extraordinary meeting of the Board of
		Directors;
	(10)	other matters as authorized by these
		Articles of Association and the Board of
		Directors.
	The	chief executive officer of the Company may
	attend the Board meetings, but only the chief
	executive officer who is also a Director has a
	voting right at the Board meeting.

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Article 13.2 The general manager of the Company is responsible to the Board of Directors, and performs the following functions: (I) Preside over management of the Company’s production and operation, and organize implementation of resolutions of the Board of Directors; (II) Organize implementation of the Company’s annual business plans and investment schemes; (III) Formulate schemes for the setup of the Company’s internal management organization; (IV) Formulate the Company’s basic management system; (V) Formulate the Company’s basic rules; (VI) Make proposals regarding appointment or dismissal of deputy general managers and financial controller of the Company; (VII) Appoint or dismiss the management personnel other than those that should be appointed or dismissed by the Board of Directors; (VIII) Other functions as authorized by the Articles of Association and the Board of Directors. Article 13.3 The general manager of the Company may attend the Board meetings, but only the managing director has a voting right at the Board meeting.	Article 13.4 The general manager is
	accountable to the chief executive officer, and
	shall assist with the work of the chief executive
	officer (particularly in the operation and
	management of domestic companies) and
	exercise the following functions and powers: (1) responsible for implementing the daily operations and management of the Company; (2) responsible for convening the daily performance analysis meetings of the Company; (3) responsible for coordinating the daily management and administration of the subsidiaries; (4) assisting the chief executive officer to coordinate the Company’s internal and external relations; (5) drafting the annual development plans, operation policy and annual business plan of the Company; (6) drafting the basic management systems of the Company; (7) drafting specific rules and regulations of the Company; (8) coordinate the operation of each department of the Company; (9) review and approve all budgeted expenses and expenditures of the Company; (10) formulate the salary, welfare, rewards and punishments of the Company’s employees and determine the engagement and dismissal of such employees; (11) responsible for developing the business and staff training; (12) other duties as authorized by the chief executive officer. The general manager of the Company may attend
	the Board meetings, but only the managing
	director has a voting right at the Board meeting.

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Article 13.4 In exercising their functions and	Article 13.4 In exercising their functions and	Article 13.5 In exercising their functions and
powers, the general manager, deputy	general	powers, the chief executive officer, general
managers, chief accountant or chief financial officer		manager, deputy general managers, chief accountant
shall not modify the resolutions passed	at the	or chief financial officer shall not modify the
general meeting and the Board meeting, nor shall		resolutions passed at the general meeting and the
they exceed the scope of authorization.		Board meeting, nor shall they exceed the scope of
		authorization.
Article 13.5 In performing his functions and		Article 13.6 In performing their functions and
powers, the general manager of the Company shall		powers, the chief executive officer, general
act honestly and diligently in accordance with the		manager, deputy general managers, chief
laws, regulations and the Articles of Association.		accountant or chief financial officer shall act
		honestly and diligently in accordance with the laws,
		regulations and the Articles of Association.
Article 13.6 If the general manager,	deputy	Article 13.7 The chief executive officer, general
general manager, chief accountant, chief financial		manager, deputy general manager, chief accountant,
officer and other senior executive resigns, he shall		chief financial officer and other senior executive
notify the Board by giving three months’	written	may resign prior to the expiration of his term of
notice; a department manager shall notify the		office, however, he shall notify the Board by giving
general manager by giving two months’	written	30 days’ written notice; a department manager shall
notice.		notify the general manager by giving 30 days’
		written notice.
Article 13.7 The general manager shall formulate		Article 13.8 The general manager shall formulate
relevant working rules, which shall be implemented		relevant working rulesfor general manager, which
upon approval by the Board.		shall be implemented upon approval by the Board.

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Chapter XIV Supervisory Committee Chapter XIV Supervisory Committee Article 14.1 The Company shall have a Article 14.1 The Company shall have a supervisory committee, which is a standing supervisory committee, which is a standing organization of the Company responsible for organization of the Company responsible for supervising the Board and its members, the general supervising the Board and its members, the chief manager, deputy general managers, chief executive officer, general manager, deputy general accountant, chief financial officer and other senior managers, chief accountant, chief financial officer executives, and preventing the same from abusing and other senior executives, and preventing the their powers to infringe upon the legitimate rights same from abusing their powers to infringe upon the and interests of the shareholders, the Company and legitimate rights and interests of the shareholders, employees thereof. the Company and employees thereof. Article 14.4 The directors, general managers, Article 14.4 The directors, chief executive deputy general managers and other senior officer, general managers, deputy general managers executives of the Company shall not serve as and other senior executives of the Company shall supervisor concurrently. not serve as supervisor concurrently. Article 14.8 The Supervisory Committee is Article 14.8 The Supervisory Committee is responsible for the general meeting, and performs responsible for the general meeting, and performs the following functions in accordance with the law: the following functions in accordance with the law:

(I) Inspect the financial issues of the Company;
(I) Inspect the financial issues of the Company;
(II) Examine the periodical reports of the Company prepared by the Board and issue written opinions thereon;
(II) Examine the periodical reports of the Company prepared by the Board and issue written opinions thereon;
(III) Supervise over the actions taken by the directors, general manager, deputy general managers and other senior executives of the Company in violation of the laws, regulations or the Articles of Association when performing their duties; propose dismissal of directors, general manager, deputy general managers and other senior executives who are in breach of the laws, administrative rules, the Articles of Association or the resolutions of general meetings;
(III) Supervise over the actions taken by the directors, chief executive officer, general manager, deputy general managers and other senior executives of the Company in violation of the laws, regulations or the Articles of Association when performing their duties; propose dismissal of directors, chief executive officer, general manager, deputy general managers and other senior executives who are in breach of the laws, administrative rules, the Articles of Association or the resolutions of general meetings;

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(IV) When the actions taken by the directors, (IV) When the actions taken by the directors, chief general manager, deputy general managers executive officer, general manager, deputy and other senior executives of the Company general managers an d other senior executives impair the interests of the Company, require of the Company impair the interests of the the above mentioned persons to take Company, require the above mentioned corrective actions; persons to take corrective actions; (V) Review such financial documents as financial (V) Review such financial documents as financial reports, operation reports and profit reports, operation reports and profit distribution schemes to be submitted by the distribution schemes to be submitted by the Board to the general meeting. In the event of Board to the general meeting. In the event of any doubts, it may in the name of the any doubts, it may in the name of the Company appoint a certified public Company appoint a certified public accountant or practising auditors to help with accountant or practising auditors to help with the recheck; the recheck; (VI) Propose the convening of extraordinary (VI) Propose the convening of extraordinary general meetings and, in case that the Board general meetings and, in case that the Board fails to perform its duties to convene and fails to perform its duties to convene and preside over the general meetings in preside over the general meetings in accordance with the Company Law, convene accordance with the Company Law, convene and preside over the general meetings; and preside over the general meetings; (VII) Deal with or sue against directors and (VII) Deal with or sue against directors and senior executives on behalf of the senior executives on behalf of the Company; Company; (VIII) Present proposals to the general (VIII) Present proposals to the general meetings; meetings; (IX) Propose to convene an interim Board (IX) Propose to convene an interim Board meeting; meeting; (X) Other functions and powers stipulated by the (X) Other functions and powers stipulated by the relevant laws, administrative rules and the relevant laws, administrative rules and the Articles of Association or granted by the Articles of Association or granted by the general meetings. general meetings. Supervisors may attend the meetings of the Board of Supervisors may attend the meetings of the Board of Directors, but have no voting right. Directors, but have no voting right.

The Supervisory Committee may give an opinion on The Supervisory Committee may give an opinion on the appointment of an accounting firm for the the appointment of an accounting firm for the Company, may appoint another accounting firm to Company, may appoint another accounting firm to independently examine the financial issues of the independently examine the financial issues of the Company if necessary, and may directly report to Company if necessary, and may directly report to the securities regulatory authority of the State the securities regulatory authority of the State Council and other relevant authorities. Council and other relevant authorities.

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The shareholder supervisor shall independently The shareholder supervisor shall independently report to the general meeting on the honesty and due report to the general meeting on the honesty and due diligence of the senior executives of the Company. diligence of the senior executives of the Company. The supervisors may attend the Board meetings and The supervisors may attend the Board meetings and make inquiries or suggestions in relation to the make inquiries or suggestions in relation to the resolutions of Board meetings. resolutions of Board meetings.

Article 14.10 The Supervisory Committee may Article 14.10 The Supervisory Committee may require directors, general manager and deputy require directors, chief executive officer, general general manager and other senior executives of the manager and deputy general manager and other Company, and internal and external auditors to senior executives of the Company, and internal and attend meetings of the Supervisory Committee and external auditors to attend meetings of the answer the questions raised. Supervisory Committee and answer the questions raised.

Chapter XV Qualification and duties of the Company’s directors, supervisors, general manager, deputy general managers and other senior management personnel

Chapter XV Qualification and duties of the Company’s directors, supervisors, CHIEF EXECUTIVE OFFICER, general manager, deputy general managers and other senior management personnel

Article 15.1 A person shall be disqualified from Article 15.1 A person shall be disqualified from being a director, supervisor, general manager, being a director, supervisor, chief executive officer, deputy general manager or other senior executives general manager, deputy general manager or other of the Company in any one of the following senior executives of the Company in any one of the circumstances: following circumstances:

(I) The individual has no capacity to undertake civil liabilities or restricted capacity to undertake civil liabilities;
(I) The individual has no capacity to undertake civil liabilities or restricted capacity to undertake civil liabilities;
(II) A period of five years has not yet elapsed since the penalisation on conviction of corruption, bribery, encroachment of properties, embezzlement of properties or disrupting social and economic order; or a period of five years has not yet elapsed since being deprived of political rights for commission of offences;
(II) A period of five years has not yet elapsed since the penalisation on conviction of corruption, bribery, encroachment of properties, embezzlement of properties or disrupting social and economic order; or a period of five years has not yet elapsed since being deprived of political rights for commission of offences;
(III) A period of three years has not yet elapsed since the completion of the liquidation of any company or enterprise which was insolvent due to poor management and where the person acted as a chairman, factory manager or manager of such company or enterprise and was personally liable for such insolvency;
(III) A period of three years has not yet elapsed since the completion of the liquidation of any company or enterprise which was insolvent due to poor management and where the person acted as a chairman, factory manager or manager of such company or enterprise and was personally liable for such insolvency;

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(IX) A period of five years has not yet elapsed (IX) A period of five years has not yet elapsed since the date of award on violation of related since the date of award on violation of related securities regulations and involvement in securities regulations and involvement in fraudulent or dishonest actions as rendered by fraudulent or dishonest actions as rendered by the governing authority; the governing authority;
(X) Prohibition on conducting activities in the security market imposed by the securities regulatory authority of the State Council has not expired.
(X) Prohibition on conducting activities in the security market imposed by the securities regulatory authority of the State Council has not expired.

In any of the aforesaid circumstances, the Board shall, upon obtaining the relevant information, immediately stop the related director, supervisor, general manager, deputy general manager or other senior executives from further performing their duties, and replace the same following the corresponding procedures.

In any of the aforesaid circumstances, the Board shall, upon obtaining the relevant information, immediately stop the related director, supervisor, chief executive officer, general manager, deputy general manager or other senior executives from further performing their duties, and replace the same following the corresponding procedures.

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Article 15.3 Where the director, general managers, deputy general managers, and other senior executives of the Company acts on behalf of the Company, the effectiveness of such act towards any third party acting in good faith shall not be affected by the non-compliance in terms of incumbency, election or qualification of such person.	Article 15. 3 Where the director, chief executive officer, general managers, deputy general managers, and other senior executives of the Company acts on behalf of the Company, the effectiveness of such act towards any third party acting in good faith shall not be affected by the non-compliance in terms of incumbency, election or qualification of such person.
Article 15.4 Apart from the obligations provided in laws, administrative regulations, or the relevant listing rules, the director, supervisor, general manager, deputy general manager and other senior executives of the Company shall also assume the following obligations towards every shareholder, when exercising their functions and powers granted by the Company: (i) not operating business beyond the business scope specified in the business license; (ii) acting in good faith with a view to maximize the Company’s interests; (iii) not depriving the Company of its properties by any means, including (but not limited to) favorable opportunities for the Company; and (iv) not depriving shareholders of personal rights and interests, including (but not limited to) the rights of distribution and voting, except the restructuring of the Company submitted to and approved by the general meeting in accordance with the Articles of Association.	Article 15.4 Apart from the obligations provided in laws, administrative regulations, or the relevant listing rules, the director, supervisor, chief executive officer, general manager, deputy general manager and other senior executives of the Company shall also assume the following obligations towards every shareholder, when exercising their functions and powers granted by the Company: (i) not operating business beyond the business scope specified in the business license; (ii) acting in good faith with a view to maximize the Company’s interests; (iii) not depriving the Company of its properties by any means, including (but not limited to) favorable opportunities for the Company; and (iv) not depriving shareholders of personal rights and interests, including (but not limited to) the rights of distribution and voting, except the restructuring of the Company submitted to and approved by the general meeting in accordance with the Articles of Association.

Article 15.3
Where the director, general managers,
deputy
general
managers,
and
other
senior
executives of the Company acts on behalf of the
Company, the effectiveness of such act towards any
third party acting in good faith shall not be affected
by the non-compliance in terms of incumbency,
election or qualification of such person.

Article 15. 3
Where the director, chief executive
officer, general managers, deputy general managers,
and other senior executives of the Company acts on
behalf of the Company, the effectiveness of such act
towards any third party acting in good faith shall not
be affected by the non-compliance in terms of
incumbency,
election
or
qualification
of
such
person.

Article 15.4
Apart from the obligations provided
in laws, administrative regulations, or the relevant
listing
rules,
the
director,
supervisor,
general
manager, deputy general manager and other senior
executives of the Company shall also assume the
following obligations towards every shareholder,
when exercising their functions and powers granted
by the Company:
(i)
not operating business beyond the business
scope specified in the business license;
(ii)
acting in good faith with a view to maximize
the Company’s interests;
(iii)
not depriving the Company of its properties
by any means, including (but not limited to)
favorable opportunities for the Company; and
(iv)
not depriving shareholders of personal rights
and interests, including (but not limited to)
the rights of distribution and voting, except
the restructuring of the Company submitted to
and approved by the general meeting in
accordance with the Articles of Association.

Article 15.4
Apart from the obligations provided
in laws, administrative regulations, or the relevant
listing
rules,
the
director,
supervisor,
chief
executive officer, general manager, deputy general
manager
and
other
senior
executives
of
the
Company
shall
also
assume
the
following
obligations
towards
every
shareholder,
when
exercising their functions and powers granted by the
Company:
(i)
not operating business beyond the business
scope specified in the business license;
(ii)
acting in good faith with a view to maximize
the Company’s interests;
(iii)
not depriving the Company of its properties
by any means, including (but not limited to)
favorable opportunities for the Company; and
(iv)
not depriving shareholders of personal rights
and interests, including (but not limited to)
the rights of distribution and voting, except
the restructuring of the Company submitted to
and approved by the general meeting in
accordance with the Articles of Association.

Article 15.5 When exercising their rights or Article 15.5 When exercising their rights or performing their duties, the director, supervisor, performing their duties, the director, supervisor, general manager, deputy general manager and other chief executive officer, general manager, deputy senior executives of the Company shall be general manager and other senior executives of the responsible for behaving with prudence, diligence Company shall be responsible for behaving with and skills a reasonably prudent person would prudence, diligence and skills a reasonably prudent exercise under similar circumstances. person would exercise under similar circumstances.

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APPENDIX I

Article 15.6 When performing their duties, the Article 15.6 When performing their duties, the director, supervisor, general manager, deputy director, supervisor, chief executive officer, general general manager and other senior executives of the manager, deputy general manager and other senior Company shall observe the principle of good faith, executives of the Company shall observe the and shall not place themselves in a position where principle of good faith, and shall not place their interest may conflict with their obligations. themselves in a position where their interest may The principle includes (but is not limited to) the conflict with their obligations. The principle following obligations: includes (but is not limited to) the following obligations:

(i) acting in good faith with a view to maximize the Company’s interests; (i) acting in good faith with a view to maximize the Company’s interests;
(ii) exercising rights within the scope of authority, without exceeding such scope; (ii) exercising rights within the scope of authority, without exceeding such scope;
(iii) personally exercising the discretionary power without manipulated by other persons; (iii) personally exercising the discretionary power without manipulated by other persons;
the discretionary power shall not be assigned to any other person, unless as approved by the discretionary power shall not be assigned laws, administrative regulations, or with to any other person, unless as approved by informed approval of the general meeting; laws, administrative regulations, or with informed approval of the general meeting;
(iv) equally treating shareholders of the same class and fairly treating those of different (iv) equally treating shareholders of the same class and fairly treating those of different
class; class;
(v) except as otherwise provided in the Articles of Association or with informed approval of (v) except as otherwise provided in the Articles the general meeting, not to enter into any of Association or with informed approval of contracts, transactions or arrangements with the general meeting, not to enter into any the Company; contracts, transactions or arrangements with the Company;
(vi) without informed approval of the general meeting, not to utilize the Company’s (vi) without informed approval of the general meeting, not to utilize the Company’s
property by any means for their own interests; property by any means for their own interests;
(vii) not to take advantage of the position to accept bribes or other illegal income, or (vii) not to take advantage of the position to accept misappropriate the property of the Company bribes or other illegal income, or by any means, including (but not limited to) misappropriate the property of the Company favorable opportunities for the Company; by any means, including (but not limited to) favorable opportunities for the Company;

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APPENDIX I

(viii) without informed approval of the general (viii) without informed approval of the general meeting, not to accept commissions related to meeting, not to accept commissions related to the Company’s transactions; the Company’s transactions;
- (ix) observing the Articles of Association, faithfully performing their responsibilities and protecting interests of the Company, and not to take advantage of their position and power to seek personal interests;
- (x) without informed approval of the general meeting, not to compete with the Company by any means;
(ix) observing the Articles of Association, faithfully performing their responsibilities and protecting interests of the Company, and not to take advantage of their position and power to seek personal interests;
(x) without informed approval of the general (x) without informed approval of the general meeting, not to compete with the Company by meeting, not to compete with the Company by any means; any means;
(xi) not to misappropriate the Company’s funds or (xi) not to misappropriate the Company’s funds or to lend such funds to other persons, not to to lend such funds to other persons, not to deposit the Company’s funds in the account deposit the Company’s funds in the account opened in personal name or otherwise, or opened in personal name or otherwise, or utilize the assets of the Company to provide utilize the assets of the Company to provide guarantee for the personal debt of the guarantee for the personal debt of the Company’s shareholders or other persons; and Company’s shareholders or other persons; and
(xii) without informed approval of the general (xii) without informed approval of the general meeting, not to reveal the confidential meeting, not to reveal the confidential information of the Company gained during information of the Company gained during their term of office; unless for the interest of their term of office; unless for the interest of the Company, not to take advantage of such the Company, not to take advantage of such information for personal purposes, however, information for personal purposes, however, in any one of the following circumstances; in any one of the following circumstances; such information may be disclosed to the such information may be disclosed to the court or other governmental authorities: court or other governmental authorities: (1) provided by laws; (1) provided by laws; (2) required for public interests; and (2) required for public interests; and
```
 - (2) required for public interests; and (3) required by the director, supervisor, **chief executive officer,** general manager, deputy general manager and other senior executives for his/her own interests.
```
(3) required by the director, supervisor, general manager, deputy general manager and other senior executives for his/her own interests.

Earnings obtained by directors, the general manager, deputy general manager and other senior executives in violation of the provisions herein shall belong to the Company, and they shall be liable for compensation for any loss incurred to the Company.

Earnings obtained by directors, the chief executive officer, general manager, deputy general manager and other senior executives in violation of the provisions herein shall belong to the Company, and they shall be liable for compensation for any loss incurred to the Company.

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COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article 15.7 If the directors, supervisors, the general manager, deputy general managers or other senior executives are required to attend the general meeting, they shall attend the meeting and make explanations in relation to the inquiries and suggestions of the shareholders. The directors, supervisors, the general manager, deputy general managers or other senior executives of the Company shall honestly provide the Supervisory Committee with relevant information and shall not prevent the Supervisory Committee from exercising their functions and powers.

Article 15.8 The directors, supervisors, general manager, deputy general managers and other senior executives of the Company shall not instruct following persons or organizations (hereafter referred to as “related persons”) to do what the directors, supervisors, general manager, deputy general managers and other senior executives are prohibited:

(i) the spouse or minor children of director, supervisor, general manager, deputy general manager and other senior executives of the Company;
(ii) trustees of the director, supervisor, general manager, deputy general manager and other senior executives of the Company and those specified in item (i) of this Article;
(iii) partners of the director, supervisor, general manager, deputy general manager and other senior executives of the Company and those specified in items (i) and (ii) of this Article;

Article 15.7 If the directors, supervisors, chief executive officer, the general manager, deputy general managers or other senior executives are required to attend the general meeting, they shall attend the meeting and make explanations in relation to the inquiries and suggestions of the shareholders. The directors, supervisors, chief executive officer, the general manager, deputy general managers or other senior executives of the Company shall honestly provide the Supervisory Committee with relevant information and shall not prevent the Supervisory Committee from exercising their functions and powers.

Article 15.8 The directors, supervisors, chief executive officer, general manager, deputy general managers and other senior executives of the Company shall not instruct following persons or organizations (hereafter referred to as “related persons”) to do what the directors, supervisors, chief executive officer, general manager, deputy general managers and other senior executives are prohibited:

(i) the spouse or minor children of director, supervisor, chief executive officer, general manager, deputy general manager and other senior executives of the Company;
(ii) trustees of the director, supervisor, chief executive officer, general manager, deputy general manager and other senior executives of the Company and those specified in item (i) of this Article;
(iii) partners of the director, supervisor, chief executive officer, general manager, deputy general manager and other senior executives of the Company and those specified in items (i) and (ii) of this Article;

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COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

(iv) companies in which the director, supervisor, general manager, deputy general manager and other senior executives of the Company, whether alone or jointly with those specified in items (i), (ii) and (iii) of this Article or other directors, supervisors, general manager, deputy general manager and other senior executives of the Company, has de facto controlling interest; and
(v) the director, supervisor, general manager, deputy general manager and other senior executives of the controlled companies specified in item (iv) of this Article.
(iv) companies in which the director, supervisor, chief executive officer, general manager, deputy general manager and other senior executives of the Company, whether alone or jointly with those specified in items (i), (ii) and (iii) of this Article or other directors, supervisors, chief executive officer, general manager, deputy general manager and other senior executives of the Company, has de facto controlling interest; and
(v) the director, supervisor, chief executive officer, general manager, deputy general manager and other senior executives of the controlled companies specified in item (iv) of this Article.

Article 15.9 The obligations of good faith of the	Article 15.9 The obligations of good faith of the
director, supervisor, general manager, deputy	director, supervisor,chief executive officer, general
general manager and other senior executives of the	manager, deputy general manager and other senior
Company shall not necessarily terminate upon	executives of the Company shall not necessarily
expiration of their term of office, and their	terminate upon expiration of their term of office,
obligations to hold the business secrets of the	and their obligations to hold the business secrets of
Company confidential shall remain valid after the	the Company confidential shall remain valid after
expiration of their tenures of office. The duration of	the expiration of their tenures of office. The
other obligations shall be decided in accordance	duration of other obligations shall be decided in
with the principle of fairness, depending on the	accordance with the principle of fairness, depending
interval between the date when an event arises and	on the interval between the date when an event
the date when they leave their post, and depending	arises and the date when they leave their post, and
on the circumstances and conditions under which	depending on the circumstances and conditions
their relationship with the Company terminates.	under which their relationship with the Company
	terminates.
Article 15.10 The responsibilities borne by the	Article 15.10 The responsibilities borne by the
director, supervisor, general manager, deputy	director, supervisor,chief executive officer, general
general manager and other senior executives of the	manager, deputy general manager and other senior
Company due to violation of a certain obligation	executives of the Company due to violation of a
may be discharged by the informed general meeting	certain obligation may be discharged by the
of shareholders, with the exception of the	informed general meeting of shareholders, with the
circumstances specified in Article 7.7.	exception of the circumstances specified in Article
	7.7.

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APPENDIX I

Article 15.11 Where the director, supervisor, general manager, deputy general manager and other senior executives of the Company has direct or indirect material interest with the contracts, transactions or arrangements (except the employment contracts between the Company and its directors, supervisors, general manager, deputy general manager and other senior executives) signed or planned by the Company, such person shall notify the Board of Directors of the nature and degree of the interest as soon as possible, regardless of whether such matter, in general, shall be subject to approval of the Board of Directors.

Save as otherwise provided by related laws, regulations and related listing rules, directors shall not vote on contracts, transactions or arrangements in which the said directors or their coordinators (as defined in Listing Rules) have material interests, and shall not be counted in the quorum of the meeting.

Unless the interested directors, supervisors, general manager, deputy general manager and other senior executives have informed the Board of Directors of the matter in accordance with the requirements specified in the preceding paragraph of this article, and the Board of Directors has approved it at a meeting where such persons are not incorporated into the quorum and nor do they participate in the voting, the Company shall have the right to cancel such contracts, transactions or arrangements, except that the counterparty is an innocent party who is unaware of the violation of their obligations by related directors, supervisors, general manager, deputy general manager and other senior executives.

When the related persons of the director, supervisor, general manager, deputy general manager and other senior executives of the Company have an interest with a certain contract, transaction or arrangement, it shall be deemed that the director, supervisor, general manager, deputy general manager and other senior executives have an interest as well.

Article 15.11 Where the director, supervisor, chief executive officer, general manager, deputy general manager and other senior executives of the Company has direct or indirect material interest with the contracts, transactions or arrangements (except the employment contracts between the Company and its directors, supervisors, chief executive officer, general manager, deputy general manager and other senior executives) signed or planned by the Company, such person shall notify the Board of Directors of the nature and degree of the interest as soon as possible, regardless of whether such matter, in general, shall be subject to approval of the Board of Directors.

Unless the interested directors, supervisors, chief executive officer, general manager, deputy general manager and other senior executives have informed the Board of Directors of the matter in accordance with the requirements specified in the preceding paragraph of this article, and the Board of Directors has approved it at a meeting where such persons are not incorporated into the quorum and nor do they participate in the voting, the Company shall have the right to cancel such contracts, transactions or arrangements, except that the counterparty is an innocent party who is unaware of the violation of their obligations by related directors, supervisors, chief executive officer, general manager, deputy general manager and other senior executives.

When the related persons of the director, supervisor, chief executive officer, general manager, deputy general manager and other senior executives of the Company have an interest with a certain contract, transaction or arrangement, it shall be deemed that the director, supervisor, chief executive officer, general manager, deputy general manager and other senior executives have an interest as well.

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APPENDIX I

Article 15.12 Before a contract, transaction or arrangement is first taken into consideration by the Company, if the interested directors, supervisors, general manager, deputy general manager and other senior executives of the Company have notified the Board of Directors in writing form, declaring that because of the reasons specified in the notification, they have an interest with the contract, transaction or arrangement of the Company in the future, it shall be deemed that they have made the disclosure as required in the preceding article hereof, within the scope of the disclosure of the notification.

Article 15.13 The Company shall not pay taxes for its directors, supervisors, general manager, deputy general manager and other senior executives by any means.

Article 15.14 The Company shall not, directly or indirectly, provide loans or loan guarantee for the directors, supervisors, general manager, deputy general manager and other senior executives of the Company and its holding company, nor shall it provide the same to their related persons. This article shall be inapplicable to the following circumstances:

(i) the Company provides loans or loan guarantee for its subsidiaries;
(ii) pursuant to the employment contracts approved by the general meeting of shareholders, the Company provides loans, loan guarantee or other funds for its directors, supervisors, general manager, deputy general manager and other senior executives, to enable them to make payment for the Company or for the expenses arising from the performance of their duties;

Article 15.12 Before a contract, transaction or arrangement is first taken into consideration by the Company, if the interested directors, supervisors, chief executive officer, general manager, deputy general manager and other senior executives of the Company have notified the Board of Directors in writing form, declaring that because of the reasons specified in the notification, they have an interest with the contract, transaction or arrangement of the Company in the future, it shall be deemed that they have made the disclosure as required in the preceding article hereof, within the scope of the disclosure of the notification.

Article 15.13 The Company shall not pay taxes for its directors, supervisors, chief executive officer, general manager, deputy general manager and other senior executives by any means. Article 15.14 The Company shall not, directly or indirectly, provide loans or loan guarantee for the directors, supervisors, chief executive officer, general manager, deputy general manager and other senior executives of the Company and its holding company, nor shall it provide the same to their related persons.

This article shall be inapplicable to the following circumstances:

(i) the Company provides loans or loan guarantee for its subsidiaries;
(ii) pursuant to the employment contracts approved by the general meeting of shareholders, the Company provides loans, loan guarantee or other funds for its directors, supervisors, chief executive officer, general manager, deputy general manager and other senior executives, to enable them to make payment for the Company or for the expenses arising from the performance of their duties;

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COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

(iii) if the ordinary course of business of the (iii) if the ordinary course of business of the Company includes the lending of money or Company includes the lending of money or the giving of guarantees, the Company may the giving of guarantees, the Company may provide loans or loan guarantee for its provide loans or loan guarantee for its directors, supervisors, chief executive officer, directors, supervisors, chief executive general manager, deputy general manager and officer, general manager, deputy general other senior executives and their related manager and other senior executives and their persons in the ordinary course of its business related persons in the ordinary course of its on normal commercial terms. business on normal commercial terms.

Article 15.16 The Company shall be free of Article 15.16 The Company shall be free of compulsory execution of the loan guarantee if it compulsory execution of the loan guarantee if it provides such loan guarantee in violation of the first provides such loan guarantee in violation of the first paragraph of Article 15.14, with the exception of the paragraph of Article 15.14, with the exception of the following circumstances: following circumstances:

(i) when providing loans to the related persons of the director, supervisor, general manager, deputy general manager and other senior executives of the Company and its holding company, the provider is not a w are of the circumstances; and
(ii) the collateral provided by the Company has been legally sold by the loan provider to a purchaser acting in good faith.

Article 15.19 In case when the director, supervisor, general manager, deputy general manager and other senior executives of the Company violate their obligations towards the Company, apart from the rights and remedial measures provided by laws and administrative regulations and rules, the Company shall have the right to take the following measures:

(i) when providing loans to the related persons of the director, supervisor, chief executive officer, general manager, deputy general manager and other senior executives of the Company and its holding company, the provider is not aware of the circumstances; and
(ii) the collateral provided by the Company has been legally sold by the loan provider to a purchaser acting in good faith.

Article 15.19 In case when the director, supervisor, chief executive officer, general manager, deputy general manager and other senior executives of the Company violate their obligations towards the Company, apart from the rights and remedial measures provided by laws and administrative regulations and rules, the Company shall have the right to take the following measures:

(i) requiring relevant directors, supervisors, general manager, deputy general manager and other senior executives to compensate the Company for the losses resulted from their dereliction of duty
(i) requiring relevant directors, supervisors, chief executive officer, general manager, deputy general manager and other senior executives to compensate the Company for the losses resulted from their dereliction of duty;

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APPENDIX I

(ii) cancelling any contract or transaction (ii) cancelling any contract or transaction between the Company and relevant directors, between the Company and relevant directors, supervisors, general manager, deputy general supervisors, chief executive officer, general manager and other senior executives and that manager, deputy general manager and other between the Company and a third party (if the senior executives and that between the third party have known or should have known Company and a third party (if the third party that the directors, supervisors, general have known or should have known that the manager, deputy general manager and other directors, supervisors, chief executive senior executives had violated their officer, general manager, deputy general obligation towards the Company); manager and other senior executives had violated their obligation towards the
(iii) requiring relevant directors, supervisors, Company); general manager, deputy general manager and other senior executives to hand over the (iii) requiring relevant directors, supervisors, proceeds generated in violation of their chief executive officer, general manager, obligations; deputy general manager and other senior executives to hand over the proceeds
(iv) recovering related directors, supervisors, generated in violation of their obligations; general manager, deputy general manager and other senior executives for the funds that (iv) recovering related directors, supervisors, originally shall be collected by the Company, chief executive officer, general manager, including (but not limited to) commissions; deputy general manager and other senior and executives for the funds that originally shall be collected by the Company, including (but
(v) requiring relevant directors, supervisors, not limited to) commissions; and general manager, deputy general manager and other senior executives to return the interest (v) requiring relevant directors, supervisors, generated by or possibly generated by the chief executive officer, general manager, fund that originally shall be turned over to the deputy general manager and other senior Company. executives to return the interest generated by or possibly generated by the fund that originally shall be turned over to the Company.

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APPENDIX I

Chapter XVII Appointment of accounting firm Chapter XVII Appointment of accounting firm
Article 17.3 The accounting firm appointed by the Article 17.3 The accounting firm appointed by the Company has the following rights: Company has the following rights: (I) Consult company’s accounting books, records (I) Consult company’s accounting books, records or vouchers at any time, and has the right to or vouchers at any time, and has the right to request company’s directors, general request company’s directors, chief executive manager, deputy general managers or other officer, general manager, deputy general senior executives to provide relevant managers or other senior executives to information and explanation; provide relevant information and explanation;
(II) Request the Company to adopt all rational (II) Request the Company to adopt all rational measures to obtain from its subsidiaries such measures to obtain from its subsidiaries such information and explanation as needed for the information and explanation as needed for the accounting firm to perform its functions; accounting firm to perform its functions;
(III) Attend shareholder’s meetings, obtain any (III) Attend shareholder’s meetings, obtain any meeting notice or other information about the meeting notice or other information about the meeting that any shareholder is entitled to, meeting that any shareholder is entitled to, and speak at any general meeting on matters and speak at any general meeting on matters concerning it as the accounting firm of the concerning it as the accounting firm of the Company. Company. Chapter XXIV Settlement of disputes Chapter XXIV Settlement of disputes

Article 24.1 The Company sticks to the following Article 24.1 The Company sticks to the following rules for settlement of disputes: rules for settlement of disputes:

(I) Disputes or right claims concerning the Company’s affairs that arise on the base of the rights and duties as specified in the Articles of Association, the “company law” and other relevant laws and regulations between shareholders of H Shares and the Company, between shareholders of H Shares and the Company’s directors, supervisors, managers or other senior management personnel, and between shareholders of H Shares and shareholders of domestic Shares, shall be submitted by related parties for solution through arbitration.
(I) Disputes or right claims concerning the Company’s affairs that arise on the base of the rights and duties as specified in the Articles of Association, the “company law” and other relevant laws and regulations between shareholders of H Shares and the Company, between shareholders of H Shares and the Company’s directors, supervisors, chief executive officer, managers or other senior management personnel, and between shareholders of H Shares and shareholders of domestic Shares, shall be submitted by related parties for solution through arbitration.

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APPENDIX I

The aforesaid dispute or claim submitted for arbitration shall be the entire dispute or claim; all the persons who complain for the same reason or who are required to participate in the settlement of the dispute or claim shall accept the arbitration award if they are the Company or its shareholders, directors, supervisors, general managers, deputy general managers or other senior management personnel. It’s not required for disputes relating to definition of shareholders and shareholders’ register to be settled through arbitration.

The aforesaid dispute or claim submitted for arbitration shall be the entire dispute or claim; all the persons who complain for the same reason or who are required to participate in the settlement of the dispute or claim shall accept the arbitration award if they are the Company or its shareholders, directors, supervisors, chief executive officer, general managers, deputy general managers or other senior management personnel. It’s not required for disputes relating to definition of shareholders and shareholders’ register to be settled through arbitration.

(II) Arbitration applicants may apply with China International Business and Trade Arbitration Commission for its arbitration in accordance with its regulations, or with International Arbitration Center of Hong Kong for its arbitration based on its regulations for securities arbitration.
(II) Arbitration applicants may apply with China International Business and Trade Arbitration Commission for its arbitration in accordance with its regulations, or with International Arbitration Center of Hong Kong for its arbitration based on its regulations for securities arbitration.
(III) After the arbitration applicant submits the dispute or right claim for arbitration, the other party shall have the arbitration at the arbitration agency chosen by the applicant.
(III) After the arbitration applicant submits the dispute or right claim for arbitration, the other party shall have the arbitration at the arbitration agency chosen by the applicant.
(IV) If the arbitration applicant selects International Arbitration Center of Hong Kong for the arbitration, then any party may request that the arbitration be conducted in Shenzhen in accordance with the regulations o n securities arbitration of the said center.
(IV) If the arbitration applicant selects International Arbitration Center of Hong Kong for the arbitration, then any party may request that the arbitration be conducted in Shenzhen in accordance with the regulations o n securities arbitration of the said center.
(V) Where the disputes or right claims as (V) Where the disputes or right claims as mentioned in Item (I) are settled through mentioned in Item (I) are settled through arbitration, the laws of the People’s Republic arbitration, the laws of the People’s Republic of China will apply, unless otherwise of China will apply, unless otherwise specified in the laws and regulations. specified in the laws and regulations.
(VI) The award made by the arbitration agency (VI) The award made by the arbitration agency shall be final and binding upon all parties. shall be final and binding upon all parties.

– 41 –

AI assistant

COSCO SHIPPING Development Co., Ltd. Proxy Solicitation & Information Statement 2016

50782_rns_2016-03-23_2b8e27bf-94cc-434d-8894-26689e3cd598.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

(2) PROPOSED APPOINTMENT OF NEW EXECUTIVE DIRECTORS

DEFINITIONS

(Stock code: 02866)

To the Shareholders

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

(2) PROPOSED APPOINTMENT OF NEW EXECUTIVE DIRECTORS

I. INTRODUCTION

SPECIAL RESOLUTIONS:

II. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

ORDINARY RESOLUTIONS:

III. PROPOSED APPOINTMENT OF NEW EXECUTIVE DIRECTORS

LETTER FROM THE BOARD

IV. EGM

V. RECOMMENDATION

VI. RESPONSIBILITY STATEMENT

By Order of the Board

China Shipping Container Lines Company Limited Yu Zhen

Current articles Chapter I General Provisions

Chapter VI Share and register of shareholders

Chapter VI Share and register of shareholders

Chapter VIII General meeting

Chapter VIII General meeting

Chapter X Board of Directors

Chapter X Board of Directors

APPENDIX I

Article 10.5 The Board of Directors shall be	Article 10.5 The Board of Directors shall be	Article 10.5 The Board of Directors shall be	Article 10.5 The Board of Directors shall be
responsible for general meeting and shall exercise		responsible for general meeting and shall exercise
the following powers:		the following powers:
(I)	to be responsible for convening general	(I)	to be responsible for convening general
	meeting and reporting its work to the general		meeting and reporting its work to the general
	meeting;		meeting;
(II)	to implement resolutions approved at general	(II)	to implement resolutions approved at general
	meetings;		meetings;
(III)	to decide on the Company’s business	(III)	to decide on the Company’s business
	operating plans, as well as investment plans		operating plans, as well as investment plans
	and investment proposals other than those to		and investment proposals other than those to
	be considered and approved at general		be considered and approved at general
	meetings;		meetings;
(IV)	to formulate the Company’s proposed annual	(IV)	to formulate the Company’s proposed annual
	financial budget and final accounts;		financial budget and final accounts;
(V)	to formulate the Company’s profit	(V)	to formulate the Company’s profit
	distribution plan (including final dividend		distribution plan (including final dividend
	distribution plan) and plan for recovery of		distribution plan) and plan for recovery of
	losses;		losses;
(VI)	to formulate proposals for the increase in or	(VI)	to formulate proposals for the increase in or
	reduction of the Company’s registered capital		reduction of the Company’s registered capital
	and the issuance of corporate bonds or other		and the issuance of corporate bonds or other
	securities and listing;		securities and listing;
(VII)	to formulate plans for repurchase of shares of	(VII)	to formulate plans for repurchase of shares of
	the Company, and plans for merging,		the Company, and plans for merging,
	separation and dissolution or transformation		separation and dissolution or transformation
	of the Company’s structure;		of the Company’s structure;
(VIII)	to decide on other external guarantees	(VIII)	to decide on other external guarantees
	which require the approval of the		which require the approval of the
	general meetings pursuant to laws,		general meetings pursuant to laws,
	administrative regulations and the		administrative regulations and the
	Articles of Association;		Articles of Association;
(IX)	to decide on the investment, purchase and	(IX)	to decide on the investment, purchase and
	disposal of assets, asset mortgage, entrusted		disposal of assets, asset mortgage, entrusted
	financial management, connected		financial management, connected
	transactions, etc. within the authority granted		transactions, etc. within the authority granted
	by general meetings;		by general meetings;

	Article 10.10 The Board of Directors shall hold at	Article 10.10 The Board of Directors shall hold at
	least four regular meetings every year, which shall	least four regular meetings every year, which shall
	be convened by the chairman and the notice of	be convened by the chairman and the notice of
	meeting shall be given to all directors 14 days prior	meeting shall be given to all directors 14 days prior
	to the convening of the meeting.	to the convening of the meeting.
	The chairman of the Board shall convene an	The chairman of the Board shall convene an
	extraordinary meeting within 10 days upon	extraordinary meeting within 10 days upon
	occurrence of any of the following events:	occurrence of any of the following events:
	(I) proposed by shareholders representing more	(I) proposed by shareholders representing more
	than 10% of the voting rights;	than 10% of the voting rights;
	(II) deemed necessary by the chairman of the	(II) deemed necessary by the chairman of the
	Board;	Board;
	(III) jointly proposed by more than one-third of the	(III) jointly proposed by more than one-third of the
	directors;	directors;
	(IV) jointly proposed by more than half of the	(IV) jointly proposed by more than half of the
	independent directors;	independent directors;
	(V) proposed by the Supervisory Committee;	(V) proposed by the Supervisory Committee;
	(VI) proposed by the general manager.	(VI) proposed by the chief executive officer.
	If the Company convenes an extraordinary Board	If the Company convenes an extraordinary Board
	meeting, the chairman or the secretary to the Board	meeting, the chairman or the secretary to the Board
	shall notify all the directors and supervisors within	shall notify all the directors and supervisors within
	a reasonable period of time before the meeting.	a reasonable period of time before the meeting.
	Board meetings shall in principle be convened at the	Board meetings shall in principle be convened at the
	domicile or listing place of the Company.	domicile or listing place of the Company.
	Board meetings shall be conducted in Chinese and	Board meetings shall be conducted in Chinese and
	interpreters shall be available for Chinese-English	interpreters shall be available for Chinese-English
	simultaneous interpretation if necessary.	simultaneous interpretation if necessary.

(IV)	A period of three years has not yet elapsed	(IV)	A period of three years has not yet elapsed
	since revocation of the business license of a		since revocation of the business license of a
	company or enterprise due to illegal business		company or enterprise due to illegal business
	operations where the person was the legal		operations where the person was the legal
	representative of such company or enterprise		representative of such company or enterprise
	and for which he was personally liable;		and for which he was personally liable;
(V)	The person is personally liable for a	(V)	The person is personally liable for a
	substantial loan which was due for payment		substantial loan which was due for payment
	but remains unpaid;		but remains unpaid;
(VI)	Be investigated by the judicial organ after	(VI)	Be investigated by the judicial organ after
	case-filing on account of breach of criminal		case-filing on account of breach of criminal
	law, pending conclusion of the case;		law, pending conclusion of the case;
(VII)	Not qualified to serve as a senior executive of	(VII)	Not qualified to serve as a senior executive of
	an enterprise as specified in the laws and		an enterprise as specified in the laws and
	administrative regulations;		administrative regulations;
(VIII)	Not a natural person;	(VIII)	Not a natural person;

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COSCO SHIPPING Development Co., Ltd. — Proxy Solicitation & Information Statement 2016

50782_rns_2016-03-23_2b8e27bf-94cc-434d-8894-26689e3cd598.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

(2) PROPOSED APPOINTMENT OF NEW EXECUTIVE DIRECTORS

DEFINITIONS

(Stock code: 02866)

To the Shareholders

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

(2) PROPOSED APPOINTMENT OF NEW EXECUTIVE DIRECTORS

I. INTRODUCTION

SPECIAL RESOLUTIONS:

II. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

ORDINARY RESOLUTIONS:

III. PROPOSED APPOINTMENT OF NEW EXECUTIVE DIRECTORS

LETTER FROM THE BOARD

IV. EGM

V. RECOMMENDATION

VI. RESPONSIBILITY STATEMENT

By Order of the Board

China Shipping Container Lines Company Limited Yu Zhen

Current articles Chapter I General Provisions

Chapter VI Share and register of shareholders

Chapter VI Share and register of shareholders

Chapter VIII General meeting

Chapter VIII General meeting

Chapter X Board of Directors

Chapter X Board of Directors

APPENDIX I

More from COSCO SHIPPING Development Co., Ltd.

COSCO SHIPPING Development Co., Ltd. Proxy Solicitation & Information Statement 2016