THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about any of the contents of this circular or as to what action to take in relation to this circular, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Deewin Tianxia Co., Ltd, you should at once hand this circular and the enclosed proxy form to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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.

德銀天下股份有限公司

DEEWIN TIANXIA CO.,LTD

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

(Stock Code: 2418)

(1) 2024 PROFIT DISTRIBUTION PLAN;
(2) PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR;
(3) PROPOSED AUTHORIZATION TO PURCHASE LIABILITY INSURANCE FOR DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT;
(4) PROPOSED GENERAL MANDATE TO ISSUE SHARES;
(5) PROPOSED GENERAL MANDATE TO REPURCHASE SHARES;
(6) PROPOSED ABOLISHMENT OF THE SUPERVISORY COMMITTEE, DISMISSAL OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS, REPEAL OF THE RULES OF PROCEDURES FOR SUPERVISORY COMMITTEE AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
(7) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR GENERAL MEETINGS AND THE RULES OF PROCEDURES FOR BOARD MEETINGS; AND NOTICE OF ANNUAL GENERAL MEETING

The notice convening the AGM of Deewin Tianxia Co., Ltd to be held at 10:00 a.m. on Thursday, 29 May 2025 at Conference Room, 2nd Floor, East Wing Annex Building, Wiser Plaza, Weiyang District, Xi'an City, Shaanxi Province, the PRC are set out on pages 127 to 133 of this circular, respectively.

Form of proxy for use at the AGM is enclosed and is also published on the website of the Stock Exchange (www.hkexnews.hk). Shareholders who intend to appoint a proxy to attend the AGM shall complete and return the enclosed form of proxy in accordance with the instructions printed thereon not less than 24 hours (i.e. 10:00 a.m. on Wednesday, 28 May 2025) before the time fixed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending the AGM or any adjournment thereof (as the case may be) and voting in person if you so wish.

30 April 2025

CONTENTS

Page

Definitions 1

Letter from the Board 4

Appendix I - Work Report of the Board of Directors 15

Appendix II - Work Report of the Supervisory Committee 19

Appendix III - Explanatory Statement for Repurchase General Mandate 23

Appendix IV - Proposed Amendments to the Articles of Association 26

Appendix V - Proposed Amendments to the Rules of Procedures for General Meetings 90

Appendix VI - Proposed Amendments to the Rules of Procedures for Board Meetings 111

Notice of Annual General Meeting 127

DEFINITIONS

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

“Annual General Meeting” or “AGM”
the annual general meeting of the Company to be held at 10:00 a.m. on Thursday, 29 May 2025 at Conference Room, 2nd Floor, East Wing Annex Building, Wiser Plaza, Weiyang District, Xi’an City, Shaanxi Province, the PRC

“Articles of Association”
the articles of association of the Company (as amended from time to time)

“Board” or “Board of Directors”
the board of Directors of the Company

“Company”
Deewin Tianxia Co., Ltd (德銀天下股份有限公司), a joint stock limited liability company incorporated in the PRC, whose H Shares are listed on the Stock Exchange

“Company Law”
the Company Law of the PRC (as amended from time to time)

“Director(s)”
the director(s) of the Company

“Domestic Share(s)”
the ordinary domestic share(s) of nominal value of RMB1.00 each in the share capital of the Company which are subscribed for or credited as fully paid in RMB by PRC nationals and/or PRC corporate entities

“Domestic Shareholder(s)”
holder(s) of the domestic share(s)

“Group”
the Company and its subsidiaries

“H Share(s)”
overseas listed foreign invested shares with a nominal value of RMB1.00 each in the ordinary share capital of the Company, which are traded in HK dollars and listed on the Stock Exchange

“H Shareholder(s)”
holder(s) of the H Share(s)

“Hong Kong” or “HK”
the Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

"Hong Kong dollars" or "HK dollars" or "HK$"

Hong Kong dollars, the lawful currency of Hong Kong

"Issue General Mandate"

a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all powers of the Company to separately or concurrently issue, allot or otherwise deal with additional Domestic Shares and/or H Shares (including any sale or transfer of treasury Shares out of treasury) representing up to the limit of 20% of the total number of Shares in issue (excluding any treasury Shares (if any)) as at the date of approving the Issue General Mandate Resolution at the AGM

"Issue General Mandate Resolution"

the special resolution to be proposed to the Shareholders at the AGM in relation to the granting of the Issue General Mandate to the Board

"Latest Practicable Date"

30 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

"Listing Rules"

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time)

"PRC"

the People's Republic of China

"Repurchase General Mandate"

a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all powers of the Company to repurchase or otherwise deal with the H Shares representing up to the limit of 10% of the total number of the H Shares in issue (excluding any treasury Shares (if any)) as at the date of approving the Repurchase General Mandate Resolution at the AGM

"Repurchase General Mandate Resolution"

the special resolution to be proposed to the Shareholders at the AGM in relation to the granting of the Repurchase General Mandate to the Board

"RMB" or "Renminbi"

Renminbi, the lawful currency of the PRC

"SFO"

the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) (as amended from time to time)

DEFINITIONS

"Shareholder(s)"
holder(s) of Domestic Shares and H Shares of the Company

"Shares"
Domestic Shares and H Shares of the Company

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"subsidiary(ies)"
has the same meaning ascribed to it under the Listing Rules

"Supervisor(s)"
supervisor(s) of the Company

"Supervisory Committee"
the supervisory committee of the Company

"Takeovers Code"
the Codes on Takeovers and Mergers (as amended from time to time)

"treasury Shares"
has the meaning ascribed to it under the Listing Rules

"%"
percent

LETTER FROM THE BOARD

德銀天下股份有限公司

DEEWIN TIANXIA CO.,LTD

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

(Stock Code: 2418)

Executive Directors

Wang Runliang

Wang Wenqi

Non-executive Directors

Guo Wancai (Chairman)

Tian Qiang

Zhao Chengjun

Feng Min

Independent non-executive Directors

Li Gang

Ip Wing Wai

Yu Qiang

Registered Office

16th Floor, Unit 1

Building 1, Jingwei International Centre

29 West Section of Xijin Road

Jingwei New City

Economic and Technological

Development Zone

Xi'an City, Shaanxi Province

The PRC

Place of business in Hong Kong

40th Floor, Dah Sing Financial Centre

No. 248 Queen's Road East

Wanchai

Hong Kong

30 April 2025

To the Shareholders:

Dear Sir or Madam,

(1) 2024 PROFIT DISTRIBUTION PLAN;

(2) PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR;

(3) PROPOSED AUTHORISATION TO PURCHASE LIABILITY INSURANCE

FOR DIRECTORS, SUPERVISORS AND

SENIOR MANAGEMENT;

(4) PROPOSED GENERAL MANDATE TO ISSUE SHARES;

(5) PROPOSED GENERAL MANDATE TO REPURCHASE SHARES;

(6) PROPOSED ABOLISHMENT OF THE

SUPERVISORY COMMITTEE, DISMISSAL OF NON-EMPLOYEE

REPRESENTATIVE SUPERVISORS, REPEAL OF THE RULES OF

PROCEDURES FOR SUPERVISORY COMMITTEE AND

AMENDMENTS TO THE ARTICLES OF ASSOCIATION;

(7) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES

FOR GENERAL MEETINGS AND THE RULES OF

PROCEDURES FOR BOARD MEETINGS;

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with (i) the notice of the AGM, and (ii) all the information reasonably necessary to enable you to make informed decisions on whether to vote for, against or abstain from the proposed resolution(s) at the AGM.

LETTER FROM THE BOARD

2. 2024 WORK REPORT OF THE BOARD OF DIRECTORS

Please refer to Appendix I to this circular for the full text of the work report of the Board of Directors. Such resolution will be submitted, by way of ordinary resolution, for the Shareholders’ consideration and approval at the AGM.

3. 2024 WORK REPORT OF THE SUPERVISORY COMMITTEE

Please refer to Appendix II to this circular for the full text of the work report of the Supervisory Committee. Such resolution will be submitted, by way of ordinary resolution, for the Shareholders’ consideration and approval at the AGM.

4. 2024 ANNUAL FINANCIAL REPORT

PRC Accounting Standards for Business Enterprises

The annual financial statements for the year 2024 were entrusted to PricewaterhouseCoopers Zhong Tian LLP for audit. After the audit, PricewaterhouseCoopers Zhong Tian LLP is of the opinion that the financial statements of the Company have been prepared in accordance with the provisions of the domestic Accounting Standards for Business Enterprises (“CASs”) and present fairly, in all material respects, the financial position of the Company as at 31 December 2024 and their financial performance and cash flows for the year then ended and has issued a standard unqualified audit report on the financial statements of the Company for the year 2024 as PricewaterhouseCoopers Zhong Tian Audit (2025) No. 15002. The key accounting data and financial indicators of the Group for the year 2024 are as follows:

I. Assets and liabilities

At the end of 2024, the Group’s total assets amounted to RMB9,489.23 million representing an increase of RMB284.40 million from the beginning of the year.

At the end of 2024, the Group’s total liabilities amounted to RMB6,130.72 million, representing an increase of RMB245.17 million as compared to the beginning of the year.

At the end of 2024, the Group’s total owners’ equity amounted to RMB3,358.51 million, representing a increase of RMB39.23 million as compared to the beginning of the year.

LETTER FROM THE BOARD

II. Operating results

1. Total operating revenue and net profit

In accordance with PRC CASs, the Group achieved operating revenue of RMB2,627.80 million and net profit of RMB158.21 million for the year 2024.

2. Expenses

In accordance with PRC CASs, the total sales expenses, administrative expenses, research and development expenses and finance costs of the Group for the year 2024 amounted to RMB205.45 million.

III. Cash flow situation

Net cash outflow from operating activities in 2024 was RMB76.62 million, as compared to net cash inflow from operating activities of RMB267.39 million recorded for the corresponding period of the previous year; net cash outflow from investing activities in 2024 was RMB36.66 million, representing a decrease of RMB21.35 million as compared to the corresponding period of the previous year; net cash inflow from financing activities in 2024 was RMB30.63 million, as compared to net cash outflow from financing activities of RMB381.16 million recorded for the same period of the previous year.

International Financial Reporting Standard

The audited consolidated financial statements of the Company for the year 2024 prepared in accordance with the International Financial Reporting Standards and the auditor's report are set out in the 2024 annual report of the Company.

Such resolution will be submitted, by way of ordinary resolution, for the Shareholders' consideration and approval at the AGM.

5. 2025 COMPREHENSIVE BUDGET REPORT

The Company's comprehensive budget plan for 2025 is as follows:

I. Working Policy for 2025

Innovation-driven, truth and pragmatism, collaboration empowerment, new quality development.

LETTER FROM THE BOARD

II. Safeguarding measures to achieve the target in 2025

(i) Enhance sales and financing collaboration to achieve mutual success
(ii) Vigorously advance integrated new energy business
(iii) Future-oriented digital and intelligent strategic expansion
(iv) Strengthen risk control and continuously improve business risk management
(v) Increase revenue by expanding high-quality external business opportunities
(vi) Enhance market value management and elevate market visibility
(vii) Unify IT infrastructure development to support business development

Such resolution will be submitted, by way of ordinary resolution, for the Shareholders’ consideration and approval at the AGM.

6. 2025 FINANCING PLAN

In order to improve the efficiency of capital use and effectively facilitate the business development of subsidiaries, considering the mismatch of funds and early repayment, the Group planned to raise a total of RMB7.621 billion in 2025 according to its business needs and capital balance in 2025. It is proposed that the debt financing of the Company shall not exceed RMB5.038 billion (inclusive) in size (balance of exposure) and the accumulated new debt financing of not more than RMB6.0 billion (inclusive) in a financial year be approved by the Board as authorised by the general meeting of the Company. Term of authorization: 12 months from the date of approval of this resolution.

Such resolution will be submitted, by way of ordinary resolution, for the Shareholders’ consideration and approval at the AGM.

If such debt financing is required to be disclosed and/or approved by the Shareholders in accordance with the Listing Rules, the Company will perform the relevant procedures in a timely manner in accordance with the Listing Rules.

7. 2024 PROFIT DISTRIBUTION PLAN

The Board recommended the payment of a final dividend of RMB0.3513 (tax inclusive) per ten shares for the year ended 31 December 2024 (the “Proposed 2024 Final Dividend”), based on the total share capital of 2,181,436,500 Shares as at 27 March 2025, the total cash dividend to be distributed is RMB76,633,864.24, subject to the approval of the Shareholders at the AGM. Such Proposed 2024 Final Dividend will be payable on Friday, 22 August 2025 or an earlier date to the Shareholders whose names appear on the register of members of the Company on Tuesday, 10 June 2025.

LETTER FROM THE BOARD

Such resolution will be submitted, by way of ordinary resolution, for the Shareholders' consideration and approval at the AGM.

For the purpose of ascertaining the Shareholders' entitlement to the Proposed 2024 Final Dividend, the Registers of Members will be closed from Wednesday, 4 June 2025 to Tuesday, 10 June 2025, both days inclusive. In order to establish entitlements to the Proposed 2024 Final Dividend, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Tuesday, 3 June 2025.

According to Article 185 of the Articles of Association, the Company shall pay cash dividends and other payments to holders of domestic shares in RMB. The Company shall pay cash dividends and other payments to the holders of overseas listed foreign shares, which shall be denominated and declared in RMB and paid in foreign currency.

8. PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR

Reference is made to the announcement of the Company dated 21 January 2025 in relation to, among other things, the proposed appointment of executive Director.

Resignation

Mr. Wang Runliang (王潤梁) ("Mr. Wang"), due to age concern, has tendered his resignation as an executive Director of the second session of the Board of the Company with effect from the date on which a new director is appointed.

Mr. Wang has confirmed that he has no disagreement with the Board and there is no matter in relation to his resignation that needs to be brought to the attention of the Shareholders of the Company and the creditors. The Board would like to express gratitude to Mr. Wang for his contribution to the Company during his tenure of office.

Proposed Appointment of Executive Director

On 21 January 2025, the Board resolved to nominate Mr. Zhao Peng (趙鵬) ("Mr. Zhao") as an executive director of the second session of the Board. Upon the Shareholders' approval on the proposed appointment of Mr. Zhao as an executive Director of the second session of the Board, the Company will enter into a service contract with him with a term commencing from the date of approval at the AGM and ending on the expiry of the term of the second session of the Board.

The biographical details of Mr. Zhao are set out as follows:

Mr. Zhao Peng, male, aged 42, is an assistant economist. Mr. Zhao graduated with a bachelor's degree in automobile operation engineering from Chang'an University (長安大學) in 2004 and graduated from Shaanxi Master of Business Administration College with an executive master of business administration (EMBA) in 2023. From July 2004 to February

LETTER FROM THE BOARD

2006, Mr. Zhao worked in the heavy truck sales and marketing department of the marketing company of Anhui Jianghuai Automobile Co., Ltd. (安徽江淮汽車股份有限公司). From February 2006 to February 2012, he successively served as a sales representative of the Shenyang office and a commercial representative of the specialized vehicle department of the sales company of Shaanxi Heavy Duty Automobile Co., Ltd. (陕西重型汽車有限公司). From February 2012 to August 2012, he served as the assistant to the general manager in Shaanxi Automobile Group Wenzhou Yunding Automobile Co., Ltd. (陕西汽車集團溫州雲頂汽車有限公司). From August 2012 to January 2020, he successively served as the marketing research project manager, the director of Nanchang office and the director of Jinan office of the sales company of Shaanxi Heavy Duty Automobile Co., Ltd. From January 2020 to July 2022, he served as the deputy director of the group management department of Shaanxi Automobile Holding Group Co., Ltd. (陕西汽車控股集團有限公司). From July 2022 to January 2025, he served as the deputy general manager of the sales company of Shaanxi Heavy Duty Automobile Co., Ltd. From January 2025, he has been the general manager of the Company. Mr. Zhao currently holds positions in several subsidiaries of the Company, serving as the chairman of the board of directors of Deewin Financing Leasing Co., Ltd (德銀融資租賃有限公司), Shanghai Deewin Commercial Factoring Co., Ltd (上海德銀商業保理有限公司), Shaanxi Tianxingjian IoV Information Technology Co., Ltd (陕西天行健車聯網信息技術有限公司), and Shanghai Fargo Supply-chain Management (Group) Co., Ltd (上海遠行供應鏈管理(集團)有限公司), as well as a director of Shaanxi Tonghui Automobile Logistics Co., Ltd (陕西通匯汽車物流有限公司).

Save as disclosed above and as at the Latest Practicable Date, Mr. Zhao does not have any relationship with any director, senior management, substantial shareholders or controlling shareholders of the Company. He does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Save as disclosed above, Mr. Zhao has not held any other position with the Company or any of its subsidiaries or held any directorships in other listed companies in the past three years.

Save as disclosed above, the Company is not aware of any other matters in relation to the proposed appointment of Mr. Zhao as an executive director of the second session of the Board that need to be brought to the attention of the Shareholders or other information that needs to be disclosed under any requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.

Mr Zhao's remuneration as the general manager of the Company will be based on his participation in the daily management of the Company's affairs and the specific duties he undertakes, and determined in accordance with the Company's relevant remuneration standards and performance appraisal. He will not receive director's fee for serving as an executive director.

The above resolution will be submitted, by way of ordinary resolution, for the Shareholders' consideration and approval at the AGM.

LETTER FROM THE BOARD

9. PROPOSED AUTHORIZATION TO PURCHASE LIABILITY INSURANCE FOR DIRECTORS, SUPERVISORS, AND SENIOR MANAGEMENT

For the purposes of further improving the risk management mechanism of the Company, reducing the Company's operation risks and facilitating the Directors, Supervisors and senior management of the Company to more fully exercise their decision-making, supervisory and management functions within their respective responsibilities, and protecting the rights and interests of the Company and investors, the Company intends to purchase liability insurance for the Directors, Supervisors and senior management of the Company ("Liability Insurance for Directors, Supervisors and Senior Management"). The contents of the insurance scheme are set out as below:

Policy Holder: the Company
Insured Persons: Directors, Supervisors and senior management of the Company
Coverage Limit: USD15 million per annum (subject to the final insurance contract terms)
Annual Premium: Not exceeding USD22,000 (final amount subject to the approved amount of the insurance company's final quotation)
Insurance term: one year (renewable annually thereafter)

To improve the decision-making efficiency, the Board proposed that the AGM grant authorization to any one Director or senior management to handle the specific matters in connection with the purchase of Liability Insurance for Directors, Supervisors and Senior Management within the aforementioned proposal scheme, including but not limited to the selection of the insurance company, the determination of insurance amount, the premium, and other policy terms, the execution of relevant legal documents, the handling of all the matters relating to policy placement and claims, and the arrangement for renewal or re-purchase of the Liability Insurance for Directors, Supervisors and Senior Management upon or prior to the expiration of the policy.

The above resolution involves the interests of all the Directors, who have abstained from voting, therefore the above resolution will be submitted, by way of ordinary resolution, for the Shareholders' consideration and approval at the AGM.

10. PROPOSED GENERAL MANDATE TO ISSUE SHARES

In order to meet the capital requirements for the sustainable development of the Company's business and make flexible and effective use of the financing platform, the Company proposed to grant the Issue General Mandate to the Board to separately or concurrently allot, issue and deal with additional Domestic Shares and/or H Shares of the Company (including any sale or transfer of treasury Shares out of treasury) up to the limit of

LETTER FROM THE BOARD

20% of the total number of Shares in issue (excluding any treasury Shares), as at the date of passing the Issue General Mandate Resolution at the AGM. As at the Latest Practicable Date, the total number of issued shares of the Company (excluding any treasury Shares) was 2,181,436,500, which comprised 1,629,000,000 Domestic Shares and 552,436,500 H Shares. Assuming that there is no change in the number of Domestic Shares and H Shares of the Company before the AGM, the Company may issue up to 436,287,300 Shares under the Issue General Mandate. If the number of Domestic Shares and H Shares changes due to the Company's repurchase and cancelation of Shares, the General Mandate shall be adjusted accordingly based on the number of Shares changed.

The Issue General Mandate shall be effective until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company following the passing of the Issue General Mandate Resolution at the AGM; or (ii) the expiration of the 12-month period following the passing of the Issue General Mandate Resolution at the AGM; or (iii) the revocation or variation of the authorization given under the Issue General Mandate Resolution by a special resolution of the Company in a general meeting.

The above resolution will be submitted, by way of special resolution, for the Shareholders' consideration and approval at the AGM.

11. PROPOSE GENERAL MANDATE TO REPURCHASE SHARES

In order to ensure flexibility and discretion to the Board in the event that it becomes desirable to repurchase any H Shares, the Company proposes to consider and approve the granting of the Repurchase General Mandate to the Board by way of a special resolution at the AGM, subject to the conditions set out in the AGM, to repurchase H Shares not exceeding 10% of the aggregate number of H Shares of the Company in issue (excluding any treasury Shares (if any)) as at the date of passing the resolution in relation to such mandate.

An explanatory statement containing certain information regarding the Repurchase General Mandate is set out in Appendix III to this circular.

The above resolutions will be submitted, by way of special resolution, for the Shareholders' consideration and approval at the AGM.

12. AUTHORIZATION TO THE BOARD TO DETERMINE THE PAYMENT OF 2025 INTERIM DIVIDEND

In accordance with the Company Law of the People's Republic of China and other laws and regulations, the Listing Rules and the Articles of Association, in order to enable the Company to distribute the 2025 Interim Dividend in a timely and flexible manner, it is proposed that the Board be authorized by the Shareholders' General Meeting to determine the payment of the 2025 Interim Dividend, including: to authorize the Board to determine the 2025

LETTER FROM THE BOARD

Interim Dividend Payment Plan, to implement the payment of the Interim Dividend, including but not limited to handling the application, registration, filing and other procedures and signing relevant documents with the relevant domestic and overseas departments and regulatory authorities.

The above resolutions will be submitted, by way of ordinary resolution, for the Shareholders' consideration and approval at the AGM.

13. PROPOSED ABOLISHMENT OF THE SUPERVISORY COMMITTEE, DISMISSAL OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS, REPEAL OF THE RULES OF PROCEDURES FOR SUPERVISORY COMMITTEE AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 25 April 2025 in relation to, among other things, the proposed abolishment of the Supervisory Committee, the dismissal of non-employee representative supervisors of the Company (the "Non-employee Representative Supervisors"), the repeal of the rules of procedures for supervisory committee of the Company (the "Rules of Procedures for Supervisory Committee") and amendments to the Articles of Association (the "Proposed Amendments to the Articles of Association").

Pursuant to the Company Law of the People's Republic of China (《中華人民共和國公司法》) effective on 1 July 2024 (the "New Company Law"), a joint stock limited company may, in accordance with its articles of association, instead of establishing a supervisory committee, establish an audit committee which comprises directors and discharges the duties of the supervisory committee as prescribed under the New Company Law. In light of the implementation of the New Company Law, the China Securities Regulatory Commission promulgated the latest amendments to the Guidelines for Articles of Association of Listed Companies (the "New Guidelines") on 28 March 2025, which came into effect on the date of promulgation.

The Supervisory Committee currently consists of three supervisors, namely Mr. Ji Jianguo and Mr. Zhang Shaojie (both Non-employee Representative Supervisors), and Mr. Qin Xiaohui (an employee representative supervisor of the Company).

On 25 April 2025, the Board resolved and proposed to abolish the Supervisory Committee (the "Proposed Abolishment"), dismiss Mr. Ji Jianguo and Mr. Zhang Shaojie as Non-employee Representative Supervisors (the "Proposed Dismissals") and repeal the Rules of Procedures for Supervisory Committee in accordance with the provisions of the New Company Law. Meanwhile, the Board resolved and proposed to amend the Articles of Association in accordance with the New Company Law, the New Guidelines, the Listing Rules, the Proposed Abolishment and the Proposed Dismissals. Upon the completion of such matters, all duties of the Supervisory Committee will be discharged by the Audit Committee of the Board. The dismissal of Mr. Qin Xiaohui as an employee representative supervisor of the Company shall be subject to relevant procedures conducted by the meeting of employee representatives of the Company.

12 -

LETTER FROM THE BOARD

The full text of the Proposed Amendments to the Articles of Association is set out in Appendix IV to this circular.

The above resolution will be submitted, by way of special resolution, for the Shareholders' consideration and approval at the AGM.

14. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR GENERAL MEETINGS

Reference is made to the announcement of the Company dated 25 April 2025 in relation to, among other things, the proposed amendments to the rules of procedures for general meetings.

In view of the above Proposed Amendments to the Articles of Association and in order to meet the requirements of the Company's operation, on 25 April 2025, the Board also resolved to propose certain amendments to the rules of procedures for the general meetings of the Company (the "Rules of Procedures for General Meetings") to align with the proposed amendments to the Articles of Association.

The full text of the proposed amendments to the Rules of Procedures for General Meetings is set out in Appendix V to this circular.

The above resolution will be submitted, by way of ordinary resolution, for the Shareholders' consideration and approval at the AGM.

15. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR BOARD MEETINGS

Reference is made to the announcement of the Company dated 25 April 2025 in relation to, among other things, the proposed amendments to the rules of procedures for the board meetings.

In view of the above Proposed Amendments to the Articles of Association and in order to meet the requirements of the Company's operation, on 25 April 2025, the Board also resolves to propose certain amendments to the rules of procedures for the board meetings of the Company (the "Rules of Procedures for the Board Meetings") to align with the proposed amendments to the Articles of Association.

The full text of the proposed amendments to the Rules of Procedures for the Board Meetings is set out in Appendix VI to this circular.

The above resolution will be submitted, by way of ordinary resolution, for the Shareholders' consideration and approval at the AGM.

13 -

LETTER FROM THE BOARD

16. ANNUAL GENERAL MEETING

A notice convening the AGM to be held in the Conference Room, 2nd Floor, East Wing Annex Building, Wiser Plaza, Weiyang District, Xi’an City, Shaanxi Province, the PRC on Thursday, 29 May 2025 at 10:00 a.m. is set out on pages 127 to 133 of this circular.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk). If you intend to appoint a proxy to attend the AGM, you are requested to complete and return the accompanying proxy forms in accordance with the instructions printed thereon not less than 24 hours (i.e. 10:00 a.m. on Wednesday, 28 May 2025) before the time fixed for holding the AGM or any adjournment thereof (if any). Completion and return of the proxy forms will not preclude you from attending and voting in person at the AGM or any adjournment thereof (if any) should you so wish.

Voting at the AGM will be taken by poll. An announcement on the poll results of the AGM will be published on the websites of the Stock Exchange and the Company.

The H Share register of members of the Company was closed from Tuesday, 29 April 2025 to Thursday, 29 May 2025 (both days inclusive), during which period no transfer of H Shares will be registered. Holders of the Company’s H Shares and Domestic shareholders whose names appear on the Company’s Register of Members at the opening of business on Thursday, 29 May 2025 are entitled to attend the AGM.

In order to attend and vote at the AGM, holders of H shares of the Company shall lodge all transfer documents together with the relevant share certificates with Computershare Hong Kong Investor Services Limited, the Company’s H share registrar, at Shops 1712-1716, 17th Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Monday, 28 April 2025.

17. RECOMMENDATION

The Board considers that the resolutions set out in the notice of the AGM are in the interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favor of such resolutions to be proposed at the AGM.

Yours faithfully,

By order of the Board of Directors

Deewin Tianxia Co., Ltd

德銀天下股份有限公司

Company Secretary

Liu Lulu

APPENDIX I

WORK REPORT OF THE BOARD OF DIRECTORS

Deewin Tianxia Co., Ltd

Work Report of the Board of Directors for 2024

I. OVERVIEW OF THE COMPANY'S BUSINESS IN 2024

Please refer to the section headed "Business Overview and Outlook" in the Company's 2024 Annual Report distributed to shareholders.

II. KEY OPERATING INDICATORS

Please refer to the section headed "Financial Highlights" in the Company's 2024 Annual Report distributed to Shareholders.

III. PERFORMANCE OF THE BOARD OF DIRECTORS IN 2024

Meetings of the Board of Directors

The Board of Directors held 9 meetings throughout the year and passed a total of 58 resolutions, which mainly included the discussion over important annual matters such as the report on the financial accounts for 2023, profit distribution and the comprehensive budget plan for the year 2024; discussion over the 2023 annual and 2024 interim results announcements/reports; the amendment to the Articles of Association, the election of the Chairman of the Second Session of the Board of Directors and members of the specialized committees, and the appointment of senior management staff, adjustment of the cap on connected transactions for the year 2024, establishment of the cap on connected transactions for the next three years, and various ad hoc resolutions relating to the repurchase of H-shares and financing credit facilities. The procedures for convening and holding the meetings were in compliance with the relevant laws and regulations.

Convening of shareholders' meetings

In 2024, the Board of Directors convened a total of 4 shareholders' meetings, namely the 2023 annual general meeting held on 30 May 2024, at which the resolutions including the Work Report of the Board of Directors for 2023, the Work Report of the Supervisory Committee for 2023, the 2023 annual final financial report, the 2024 comprehensive budget report, the consolidated financing credit facility for 2024, the proposal of profit distribution for 2023, the renewal of the appointment of the Company's audit service provider for 2024, the 2024 Investment Plan, granting the Board of Directors a general mandate to issue shares of the Company and to repurchase H shares, authorizing the Board of Directors to decide on the payment of the 2024 interim dividend, amendments to the Articles of Association, the Rules of Procedures for General Meetings, the Rules of Procedure for the Board of Directors' Meeting, the change of Directors, the remuneration packages for the independent non-executive Directors, and the change of Supervisors, etc. were considered and approved; the First Class Meeting of H Shares and the First Class Meeting of Domestic Shares in 2024, which were held on the same day, at which the resolutions proposing the general meeting to grant a general

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APPENDIX I

WORK REPORT OF THE BOARD OF DIRECTORS

mandate to the Board of Directors to repurchase H shares, amendments to the Articles of Association and the rules of procedure of a general meeting were considered and passed; and the first extraordinary general meeting of 2024, convened on 20 September 2024, at which the resolutions including the amendment to the framework agreement on product and service supply and the adjustment to the cap of the continuing connected transactions for the year 2024, and the resolution to change the registered capital of the Company and to amend the Articles of Association were considered and approved.

3. Information on special committees of the Board

Please refer to the section headed "Corporate Governance Report" in the Company's 2024 Annual Report distributed to shareholders.

4. Performance of duties by independent directors

In 2024, in accordance with relevant laws and regulations, the three independent Directors of the Company earnestly performed their duties, diligently and conscientiously, actively attended the meetings of the Board and the special committees of the Board, understood the Company's operating conditions, the construction of internal control and the implementation of various resolutions, participated in the decision-making of major matters of the Company, actively participated in relevant training, and made independent and fair judgments by using their own professional knowledge and practical experience, which effectively promoted the standardized governance of the Company and effectively safeguarded the interests of the Company and all Shareholders.

5. Information disclosure work

In 2024, the Company continuously strengthened the management of information disclosure affairs, fulfilled its information disclosure obligations, adhered to the principle of truthful, accurate, complete and timely disclosure, completed the disclosure of regular reports on time, and issued temporary announcements such as meeting resolutions and major events in a true, accurate, complete and timely manner according to the actual situation of the Company, so as to ensure that investors can timely understand the major events of the Company and enhance the transparency of the Company.

6. Corporate Governance

In 2024, the Company performed the duties of the Board of Directors in strict accordance with the Company Law, the Articles of Association and the relevant legal requirements such as the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and continuously improved the corporate governance structure of the Company. The general meeting of shareholders, the Board of Directors, the Supervisory Committee and the special committees of the Board of Directors have clear responsibilities and are able to properly perform their corresponding rights and make scientific decisions in accordance with the

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APPENDIX I

WORK REPORT OF THE BOARD OF DIRECTORS

relevant regulations of listed companies. The number of directors on the Board of Directors, their qualifications and the proportion of independent directors to the total number of directors of the Company are in compliance with the Articles of Association and relevant regulations.

In order to promote effective decision-making and healthy development of the Company and to continuously improve the corporate governance structure, the Company completed two amendments to the Articles of Association in 2024 and made adaptive amendments to the Rules of Procedure for General Meetings, the Rules of Procedure for the Board of Directors, the Measures for the Implementation of the "Three Importance and One Significance Events" and the Management System for Authorization by the Board of Directors. In addition, the Company has also formulated a number of internal control systems relating to corporate governance, including the Rules of Procedure of the Supervisory Committee, the Terms of Reference of the Audit Committee, the Terms of Reference of the Nomination Committee, the Terms of Reference of the Remuneration Committee and other rules, the Administrative Measures for Connected Transactions and the Measures for the Administration of Proceeds, etc. The Company continued to establish and improve its internal management and control system to promote standardized operation and enhance the level of governance.

IV. WORK PLAN OF THE BOARD OF DIRECTORS FOR 2025

The Company has always taken benchmarking first-class enterprises, improving governance capabilities, improving corporate operation level, and actively rewarding shareholders and investors as the starting point and ultimate goal of various tasks. In 2025, the Board will continue to uphold a responsible attitude towards all shareholders, solidly carry out the daily work of the board of directors, make scientific and efficient decisions on major issues, ensure the steady and orderly development of business management, and achieve the maximization of the interests of all shareholders and the Company. The Board will carry out its work in the following aspects:

(i) Continue to give full play to the core role of the Board in corporate governance

The Board of the Company will continue to strengthen the core position of the Board of Directors in corporate governance, earnestly perform its daily duties, promote the implementation of the Company's various decisions and deployments, establish an efficient mechanism for communication and decision-making, and improve the efficiency and quality of the work of the Board of Directors. Meanwhile, in accordance with the laws, regulations and the Company's internal relevant systems, the Board will fulfill the decision-making procedures on major issues, promote the sustainable, stable and healthy development of the Company's production and operation, and ensure the implementation of the Company's sustainable development strategy.

APPENDIX I

WORK REPORT OF THE BOARD OF DIRECTORS

(ii) Enhancement of internal control system and optimization of corporate governance structure

The Board of the Company will continue to improve the corporate governance structure to ensure that there are clear responsibilities and sound checks and balances among the general meeting, the Board of Directors and the management. At the same time, it will promote the efficient operation of the specialized committees established under the Board of Directors, clarify the duties and workflow of each committee, and enhance the professionalism and scientificity of decision-making. In addition, the Board of Directors will timely discuss amendments to the Articles of Association, Rules of Procedure for General Meetings, Rules of Procedure for the Board of Directors and other important institutional documents, in order to further improve the corporate governance system and provide solid institutional safeguards for the Company's stable development.

(iii) Attaching great importance to information disclosure compliance and enhancing the image of the Company in the capital markets

The Board of the Company will strictly follow the relevant regulations on information disclosure, conscientiously fulfill the information disclosure obligations, prepare and disclose the Company's regular and interim reports in a timely manner, ensure that the contents of the Company's information disclosure are true, accurate and complete, and continuously enhance the transparency and timeliness of the Company's information disclosure. It will enhance the communication between the Company and investors, deepen investors' understanding and recognition of the Company, and promote a long-term, stable and good interactive relationship between the Company and investors.

(iv) Focusing on strategy implementation and expanding new areas of external business

In 2025, the Company will expand its business in the direction of new energy and intelligence, reshape its aftermarket business model, and build a win-win pattern of mutual support between sales and financing. Focusing on market demand, the Company will continue to promote the new energy and power integrated service business model and cultivate new profit growth points. The Company will also explore the overseas market and timely launch overseas equity investment to expand international financing channels, and at the same time, it will focus on branding and talent pooling to promote the market value management of the Company. The Company will make every effort to expand into new markets and launch new projects to elevate its development to a new level.

APPENDIX II

WORK REPORT OF THE SUPERVISORY COMMITTEE

DEEWIN TIANXIA CO., LTD

Work Report of the Supervisory Committee for 2024

In the year 2024, the Supervisory Committee of the Company strictly complied with the Company Law, the Rules Governing the Listing of Securities on the Main Board of the Hong Kong Stock Exchange and other laws and regulations as well as the Articles of Association, the Rules of Procedure of the Supervisory Committee and other relevant provisions, and in the spirit of being accountable to all shareholders of the Company, it has conscientiously discharged its supervisory duties and carried out supervisory work effectively and safeguarded the lawful rights and interests of the Company and its shareholders.

I. MEETINGS OF THE SUPERVISORY COMMITTEE

The Company held three meetings of the Supervisory Committee in 2024 and considered and approved 13 issues, including the Work Report of the Supervisory Committee for the year 2023, the 2023 annual final financial report, the comprehensive budget plan for the year 2024, the consolidated financing credit facilities for 2024, the 2023 consolidated financial statements, the 2023 annual results announcement, the 2023 annual report, and the general election of the Supervisory Committee, the election of the Chairman of the Second Session of the Supervisory Committee of the Company, 2024 interim consolidated financial statements, announcement of the Company's interim results for the year ended 30 June 2024, 2024 interim report, and the advice on not recommending the Company to pay an interim dividend for the period ended 30 June 2024, among other matters.

II. PERFORMANCE OF DUTIES BY THE SUPERVISORY COMMITTEE

(i) Acting in accordance with the rules, operating in accordance with the law and performing its supervisory functions

All members of the Supervisory Committee attended all meetings of the Supervisory Committee in 2024, considered all resolutions, and earnestly performed their supervisory functions. By attending the Board of Directors' meetings and shareholders' meetings, the Supervisory Committee has listened to the important proposals and resolutions of the Company, understood the formation process of the Company's material decisions and grasped the results of the Company's operation performance, while performing the Supervisory Committee's function of informed supervision and inspection; understanding the Company's major decisions and playing the necessary audit function as well as the statutory supervision role.

(ii) Strengthening supervision and inspection to prevent irregularities

In accordance with relevant regulations and the Articles of Association, the Supervisory Committee mainly followed up and understood the daily operation of the Company, and paid real-time attention to the internal and external information of the Company. The Board and the management team have given due attention and full support to the work of the Supervisory

APPENDIX II

WORK REPORT OF THE SUPERVISORY COMMITTEE

Committee. Through supervision and examination on the operating, financial and management conditions, the Supervisory Committee is of the view that the Company has conducted its business in respect of corporate governance, business development of Deewin Tianxia and its subsidiaries, financial accounting and results of the Company pursuant to the requirements of the Articles of Association in 2024. The Supervisory Committee has not found any damage to the interests of the Company and the Shareholders.

Adhering to the principle of authorization control, the Company has amended the Measures for the Implementation of the "Three Importance and One Significance Events" Decision-making System and the Management System for Authorization by the Board of Directors, and acted in accordance with the terms of reference of the general meeting, the Board and the management. There was no violation of the Articles of Association, or ultra vires the Company's major decision-making matters without the consideration and decision of the general meeting and the Board. The Shareholders' general meeting has fulfilled its functions of the right, the Board has fulfilled its functions of decision-making, the Supervisory Committee has fulfilled its functions of supervision and the management has fulfilled its functions execution in general.

In addition, the Supervisory Committee had not found any acts of Directors and managers which are in breach of discipline, regulations and the Articles of Association or against the interests of the Company in fulfilling their duties.

III. THE SUPERVISORY COMMITTEE'S REVIEW OF MATTERS RELATING TO THE COMPANY IN 2024

(i) Operation of the Company in accordance with the law

In 2024, the Supervisory Committee of the Company supervised the procedures for convening general meetings and Board meetings of the Company, the resolutions, the implementation of resolutions of general meetings by the Board, and the performance of duties by the senior management of the Company. The Supervisory Committee is of the view that the decision-making procedures of the Company are clear and compliant; the Company has continuously improved its governance structure and continuously improved its internal control system based on the actual situation; the three meetings of the Company have standardized operation, reasonable decision-making and legal procedures; the Board of Directors and senior management of the Company are able to seriously implement the resolutions and requirements of the general meetings; and the members of the Board of Directors and senior management have not violated relevant laws and regulations and the Articles of Association or damaged the interests and rights of the Company in performing their duties.

(ii) Financial work of the Company

The Supervisory Committee carefully and meticulously inspected the financial system and financial management system for the year, carefully reviewed the Company's semi-annual and annual financial statements and reports, and effectively supervised, inspected and audited

APPENDIX II

WORK REPORT OF THE SUPERVISORY COMMITTEE

the Company’s financial position. The Supervisory Committee is of the view that the Company’s financial system is sound and complete; the procedures for the preparation and review of the Company’s periodic reports are in compliance with the relevant laws and regulations and the Articles of Association, and that the financial reports reflect the Company’s financial situation and operating results in a true and objective manner, and there were no false representations, misleading statements or material omissions.

(iii) Internal control situation

The Supervisory Committee is of the view that the Company has established a sound governance structure and internal control system in accordance with the basic principles of internal control and taking into account its own actual situation, which can meet the development needs of the Company’s current operation and management, and that various internal control systems have been effectively implemented in the operation process. Ensure the healthy operation of the Company’s various businesses and the control of operational risks. The Company’s internal control system is sound, legal and effective, and there are no major defects. The Company should continue to focus on overdue collections, enhance business penetration and accelerate business development. At the same time, it should enhance the effectiveness of inputs and outputs and accelerate the progress of key projects.

(iv) Connected transactions

The Supervisory Committee supervised and verified the connected transactions of the Company in 2024, and was of the view that the connected transactions of the Company followed the principles of market pricing and mutually beneficial and win-win transactions, which were in line with the actual needs and specific circumstances of the production and operation of both parties and the principles of voluntariness, fairness and reasonableness; the decision-making procedures in respect of the connected transactions of the Company were in compliance with the relevant laws and regulations and the Articles of Association, and there was no damage to the interests of the Company and shareholders’ rights and interests, and no material impact on the Company’s financial condition or operating results.

(v) Information disclosure and prevention of insider trading

The Supervisory Committee is of the view that the Company strictly complied with relevant laws and regulations, the Administrative Measures for Information Disclosure and the Model Code for Securities Transactions by Directors in 2024. The Company’s information disclosure process is clear, the scope of responsibilities and confidentiality responsibilities of relevant personnel of functional departments and subsidiaries for information disclosure are clear, and the risks are controllable. The information disclosure work is carried out in a legal, true and timely manner, and the legitimate interests of the Company, shareholders, creditors and other stakeholders are effectively protected. During the Reporting Period, the Company was not aware of any external leakage of inside information, use of inside information for insider trading or suggestion to others to use inside information for trading.

APPENDIX II

WORK REPORT OF THE SUPERVISORY COMMITTEE

IV. WORK PLAN OF THE SUPERVISORY COMMITTEE FOR 2025

In 2025, in conjunction with the relevant requirements of the Company Law in relation to the Supervisory Committee, the Supervisory Committee of the Company will fully cooperate with the implementation of the work arrangements of the Shaanxi Provincial SASAC and the higher management level in relation to the reform of the Supervisory Committee, and until the Supervisory Committee is abolished, it will continue to strictly comply with the responsibilities of the Supervisory Committee as set out in the Articles of Association and the Rules of Procedures of the Supervisory Committee, and perform the duties of the Supervisory Committee in good faith and diligently, so as to further enhance the standardized operation of the Company and safeguard the legitimate rights and interests of the Company and its shareholders.

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APPENDIX III

EXPLANATORY STATEMENT FOR REPURCHASE GENERAL MANDATE

Appendix III serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to enable you to make an informed decision on whether to for, against or abstain from the special resolution to grant to the Board the Repurchase General Mandate.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.

Neither the explanatory statement nor the proposed share repurchase has unusual features.

LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which are summarized below. The Company is empowered by the Articles of Association to repurchase its securities.

Number of Shares Proposed to be Repurchased

As of the Latest Practicable Date, the total number of Shares of the Company (excluding any treasury Shares (if any)) was 2,181,436,500, comprising 1,629,000,000 Domestic Shares and 552,436,500 H Shares. Subject to the passing of the proposed resolution granting the Repurchase General Mandate and on the basis that no Domestic Shares and/or H Shares will be allotted, issued or repurchased by the Company on or prior to the date of the AGM, the Company will be allowed under the Repurchase General Mandate to repurchase a maximum of 55,243,650 H Shares, being the maximum of 10% of the total number of H Shares in issue (excluding any treasury Shares (if any)) as at the date of passing of the relevant resolution.

Reasons for Repurchase

The Directors consider that the Repurchase General Mandate is in the interests of the Company and the Shareholders as a whole. An exercise of the Repurchase General Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Repurchase General Mandate will only be exercised when the Directors believe that such repurchase will benefit the Company and its Shareholders as a whole.

Funding of Repurchase

In repurchasing H Shares, the Company may only apply funds from the Company's internal resources legally available for such purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws, regulations and rules of the PRC, including but not limited to surplus funds and undistributed profits of the Company.

APPENDIX III

EXPLANATORY STATEMENT FOR REPURCHASE GENERAL MANDATE

Taking into account the current good working capital position of the Company, the Directors consider that, if the Repurchase General Mandate were to be exercised in full, it would not have a material adverse effect on the working capital and/or the gearing position of the Company (as compared with its financial position as of 31 December 2024 as disclosed in the latest published audited accounts contained in the 2024 annual report of the Company). However, the Directors do not propose to repurchase Shares to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company. The number of H Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then prevailing, in the best interests of the Company and the Shareholders as a whole.

Status of the Repurchased H Shares

The Company may cancel the Shares bought back under the H Share Repurchase Mandate, and/or hold them as treasury shares subject to the conditions, for example, market conditions, purposes of share repurchase and its capital management needs, at the relevant time of the share repurchase.

H share prices

The highest and lowest prices at which the H Shares were traded on the Stock Exchange during each of the 12 months preceding the Latest Practicable Date were as follows:

Month	H Shares
	Highest HK$	Lowest HK$
2024
April	1.45	1.16
May	1.55	1.3
June	1.65	1.54
July	1.54	1.54
August	1.58	0.54
September	1.47	1.26
October	1.5	1.38
November	1.3	1.3
December	1.26	1.26
2025
January	1.26	1.26
February	1.36	1.36
March	1.9	1.34
From 1 April to the Latest Practicable Date	1.81	1.72

Source of data: Tonghuashun iFind

APPENDIX III

EXPLANATORY STATEMENT FOR REPURCHASE GENERAL MANDATE

Directors' Undertaking

The Directors will exercise the power of the Company to make repurchases pursuant to the Repurchase General Mandate and in accordance with the Listing Rules, the Articles of Association and the applicable laws, regulations and requirements of the PRC.

Disclosure of Interest

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined in the Listing Rules), have any present intention to sell any H Shares to the Company if the Repurchase General Mandate is approved at the AGM.

No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell any H Shares held by them to the Company, or have undertaken not to do so, in the event that the Repurchase General Mandate is approved.

If a Shareholder's proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase General Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of our Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As of the Latest Practicable Date, to the best knowledge and belief of the Directors, Shaanxi Automobile Holding Group Co., Ltd. ("Shaanxi Automobile Holding") was the controlling shareholder of the Company, directly and indirectly holding 74.68% of the total issued share capital of the Company. The Company does not expect the exercise of the Repurchase General Mandate in full to have any implications under the Takeovers Code on Shaanxi Automobile Holdings. The Company has no present intention to exercise the General Mandate to repurchase Shares to such an extent as would result in the percentage of Shares held by the public being reduced below the minimum requirement set by the Stock Exchange, which currently stands at 25% of the Company's entire issued share capital.

In addition, the Directors will not repurchase Shares on the Stock Exchange if the repurchase would result in a breach of Rule 8.08 of the Listing Rules.

SECURITIES REPURCHASE MADE BY THE COMPANY

No repurchase of H Shares has been made by the Company in the previous six months preceding the Latest Practicable Date (whether on the Hong Kong Stock Exchange or otherwise).

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Details of the proposed amendments to the Articles of Association are as follows:

Comparison Table of Amendments to the Articles of Association of Deewin Tianxia Co., Ltd

All references to 股東大會 in the original Chinese version of the Articles of Association have been changed to 股東會, which has no effect on the English version.

In addition to the table below, if the serial numbering of the articles is changed due to the addition, deletion and arrangement of certain articles, the serial numbering of the articles in the amended Articles of Association shall be postponed or decreased accordingly, and the serial numbering of the articles involved in cross-references shall be adjusted accordingly.

Original articles	Amended articles
Article 1 To protect the legitimate rights and interests of shareholders of Deewin Tianxia Co., Ltd (the “Company”) ...	Article 1 To protect the legitimate rights and interests of Deewin Tianxia Co., Ltd (the “Company”), its shareholders, employees and creditors ...
Article 9 The Chairman of the Board is the legal representative of the Company.	Article 9 The Chairman of the Board is the legal representative of the Company. The legal consequences of the civil activities performed by the legal representative in the name of the Company shall be borne by the Company. If the Chairman of the Board of the Company resigns, he/she is deemed to have resigned as the legal representative concurrently. If the legal representative resigns, the Company will determine a new legal representative within 30 days from the date of the legal representative’s resignation.

Original articles

Amended articles

Article 1 To protect the legitimate rights and interests of shareholders of Deewin Tianxia Co., Ltd (the “Company”) ...

Article 1 To protect the legitimate rights and interests of Deewin Tianxia Co., Ltd (the “Company”), its shareholders, employees and creditors ...

Article 9 The Chairman of the Board is the legal representative of the Company.

Article 9 The Chairman of the Board is the legal representative of the Company. The legal consequences of the civil activities performed by the legal representative in the name of the Company shall be borne by the Company. If the Chairman of the Board of the Company resigns, he/she is deemed to have resigned as the legal representative concurrently. If the legal representative resigns, the Company will determine a new legal representative within 30 days from the date of the legal representative’s resignation.

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 11 The Articles of Association are adopted by way of special resolution at the general meeting of the Company and shall supersede and replace the Articles of Association previously filed with the administration for industry and commerce.

The Company’s Articles of Association shall become a legally binding document for the Company, shareholders, members of the Party Committee, Directors, supervisors and senior management from the effective date. Pursuant to the Articles of Association, shareholders may institute legal proceedings against shareholders, shareholders may institute legal proceedings against Directors, supervisors and senior management of the Company, shareholders may institute legal proceedings against the Company, and the Company may institute legal proceedings against shareholders, Directors, supervisors and senior management. | Article 11 The Articles of Association are adopted by way of special resolution at the general meeting of the Company and shall supersede and replace the Articles of Association previously filed with the administration for industry and commerce.

The Company’s Articles of Association shall become a legally binding document for the Company, shareholders, members of the Party Committee, Directors and senior management from the effective date. Pursuant to the Articles of Association, shareholders may institute legal proceedings against shareholders, shareholders may institute legal proceedings against Directors and senior management of the Company, shareholders may institute legal proceedings against the Company, and the Company may institute legal proceedings against shareholders, Directors and senior management. |
| Article 16 ... (investment with own assets only; for items subject to approval according to law, business activities can only be carried out after the approval by relevant authorities).

The business scope referred to in the preceding paragraph shall be subject to the approval authority and registration authority governing the Company. | Article 16 ... (investment with own assets only; for items subject to approval according to law, business activities can only be carried out after the approval by relevant authorities). (Licensed activities, if any, involved in the above business scope shall be operated within the validity period upon obtaining corresponding licenses and certificates, or else no such activities may be operated) |

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 19 The shares of the Company shall be issued on the principle of openness, fairness and equity, and each share of the same class shall have equal rights.

Shares of the same class issued at the same time shall be issued under the same condition and at the same price. The same price shall be paid for each of the shares subscribed for by any entity or individual. | Article 19 The shares of the Company shall be issued on the principle of openness, fairness and equity, and each share of the same class shall have equal rights.

Shares of the same class issued at the same time shall be issued under the same condition and at the same price. The same price shall be paid for each of the shares subscribed for by any subscriber. |
| Article 20 The shares issued by the Company are denominated in RMB. | Article 20 The par value shares issued by the Company are denominated in RMB. |
| Article 26 The Company or its subsidiaries (including its affiliates) shall not give any financial assistance, in the form of gift, advance, guarantee, compensation or loan, to any person who purchases or proposes to purchase shares of the Company. | Article 26 The Company or its subsidiaries (including its affiliates) shall not give any financial assistance, in the form of gift, advance, guarantee or loans, to others for the acquisition of the shares of the Company or its parent company, except for the implementation of the Employee Stock Ownership Plan of the Company.

In the interests of the Company, by a resolution of the general meeting, or by a resolution of the Board in accordance with these Articles of Association or the authorization of the general meeting, the Company may provide financial assistance to others for the acquisition of shares of the Company or its parent company, provided that the cumulative total amount of the financial assistance shall not exceed ten percent of the total amount of issued share capital. The resolution made by the Board shall be passed by more than two-thirds of all Directors. |

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 27 In accordance with the laws and regulations, the Company may, based on its operating and development needs and the resolution of the general meeting, increase its capital by the following methods:

(I) public offering of shares;

(II) non-public offering of shares;

(III) allotting bonus shares to existing shareholders;

(IV) capitalizing its capital reserve;

(V) other methods specified by the laws and administrative regulations and approved by the CSRC. | Article 27 In accordance with the laws and regulations, the Company may, based on its operating and development needs and the resolution of the general meeting, increase its capital by the following methods:

(I) issuing shares to unspecified targets;

(II) issuing shares to specified targets;

(III) allotting bonus shares to existing shareholders;

(IV) capitalizing its capital reserve;

(V) other methods specified by the laws and administrative regulations and approved by the CSRC. |
| Article 32 The shares of the Company may be transferred in accordance with law. | Article 32 The shares of the Company shall be transferred in accordance with laws. |
| Article 33 The Company shall not accept its own shares as collateral. | Article 33 The Company shall not accept its own shares as collateral. |
| Article 34 Shares of the Company held by the promoters shall not be transferred within one year from the date of the establishment of the Company. Shares issued by the Company prior to the public offering of its shares shall not be transferred within one year from the date of listing and trading of the shares of the Company on a stock exchange.

The Directors, supervisors, and senior management of the Company shall declare the number of shares held by them and the relevant changes. The number of shares transferred each year during their term of office shall not exceed 25% of the total number of shares of the Company of the same class held by them. The shares of the Company held by them shall not be transferred within one year as of the listing date of the shares of the Company. The shares of the Company held by them shall not be transferred within six months after their resignation. | Article 34 Shares issued by the Company prior to the public offering of its shares shall not be transferred within one year from the date of listing and trading of the shares of the Company on a stock exchange.

The Directors and senior management of the Company shall declare the number of shares held by them and the relevant changes. The number of shares transferred each year during their term of office determined at their appointment shall not exceed 25% of the total number of shares of the Company of the same class held by them. The shares of the Company held by them shall not be transferred within one year as of the listing date of the shares of the Company. The shares of the Company held by them shall not be transferred within six months after their resignation. |

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Article 36 The Company shall establish a register of shareholders in accordance with evidence from the securities registration organization, the register of shareholders represents sufficient evidence to prove the holding of shares in the Company by shareholders. Shareholders shall have rights and obligations according to the type of shares they hold; shareholders holding shares of the same type shall have the same rights and obligations.	Article 36 The Company shall establish a register of shareholders in accordance with evidence from the securities registration and settlement organization, the register of shareholders represents sufficient evidence to prove the holding of shares in the Company by shareholders. Shareholders shall have rights and obligations according to the type of shares they hold; shareholders holding shares of the same type shall have the same rights and obligations.
...	...
(IV) in respect of any share, only the joint shareholders who are first on the register shall be entitled to receive from the Company the share certificates in question and to receive notice of the Company, attend the general meetings of the Company or exercise all voting rights in respect of the shares at the general meetings, and any notice given to such person shall be deemed to have been given to all joint shareholders in respect of the shares.	(IV) in respect of any share, only the joint shareholders who are first on the register shall be entitled to receive from the Company the share certificates in question and to receive notice of the Company, attend the general meetings of the Company or exercise all voting rights in respect of the shares at the general meetings, and any notice given to such person shall be deemed to have been given to all joint shareholders in respect of the shares.

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Article 39 Shareholders of the Company shall enjoy the following rights:	Article 39 Shareholders of the Company shall enjoy the following rights:
(I) to receive dividends and other forms of distribution of interest in proportion to their respective shareholdings;	(I) to receive dividends and other forms of distribution of interest in proportion to their respective shareholdings;
(II) to legally request, convene, preside over, attend, make speeches or dispatch shareholder’s agent to attend the general meetings and exercise the corresponding voting rights in proportion to their paid-in proportion;	(II) to legally request to hold, convene, preside over, attend, make speeches or dispatch shareholder’s agent to attend the general meetings and exercise the corresponding voting rights in proportion to their paid-in proportion;
(III) to supervise, make suggestions or inquiries on the operation of the Company;	(III) to supervise, make suggestions or inquiries on the operation of the Company;
(IV) to transfer, bestow or pledge the shares they hold according to the laws, administrative laws and regulations, requirements of the securities regulatory authorities where the Company’s shares are listed and the Articles of Association;	(IV) to transfer, bestow or pledge the shares they hold according to the laws, administrative laws and regulations, requirements of the securities regulatory authorities where the Company’s shares are listed and the Articles of Association;
(V) To inspect the Articles of Association, register of shareholders, corporate bond stubs, minutes of general meetings, resolutions of meetings of the Board of Directors, resolutions of meetings of the Board of Supervisors, and financial and accounting reports; to obtain relevant information in accordance with the Articles of Association, including:	(V) To inspect and make copies of the Articles of Association, register of shareholders, minutes of general meetings, resolutions of meetings of the Board of Directors, and financial and accounting reports, and shareholders who meet the requirements may also inspect the accounting books and vouchers of the Company;
1. To obtain the Articles of Association after paying the production cost;	(VI) the right to participate in the distribution of the Company’s remaining assets in proportion to their paid-in shareholdings upon termination or liquidation of the Company;
2. The right to inspect free of charge and, on payment of a reasonable fee, to make copies of the documents listed below:	(VII) request from shareholders who object to a resolution of a general meeting on merger or division of the Company for the Company to acquire their shares;
(1) all parts of the register of shareholders;	(VIII) other rights stipulated by laws, administrative regulations, department rules or the Articles of Association.
(2) meeting minutes of general meetings;

APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
(3) the rights to inspect and obtain photocopies upon payment of a reasonable charge:
① personal data of the directors, supervisors, and senior management of the Company, including:
(a) current and previous names and aliases;
(b) main address (domicile);
(c) nationality;
(d) full-time and all other part-time jobs and titles;
(e) identity documents and numbers.
② report on the status of the issued share capital of the Company;
③ reports (breakdown by domestic shares and foreign shares) showing the aggregate par value, number of shares, and maximum and minimum prices paid in respect of each class of shares repurchased by the Company since the last fiscal year, as well as all the expenses paid by the Company therefore;

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(VI) the right to participate in the distribution of the Company's remaining assets in proportion to their paid-in shareholdings upon termination or liquidation of the Company;

(VII) request from shareholders who object to a resolution of a general meeting on merger or division of the Company for the Company to acquire their shares;

(VIII) other rights stipulated by laws, administrative regulations, department rules or the Articles of Association. | |
| Article 40 Any shareholder requesting for inspection of the relevant information as set forth in article 39 or for obtaining information shall furnish with the Company written document evidencing the class and quantity of shares it holds in the Company and the Company shall comply with such shareholder's request upon verification of its shareholder capacity. Shareholders shall keep confidential the information and data they inspected. | Article 40 Any shareholder requesting to inspect or make copies of the relevant materials of the Company shall comply with the provisions of the Company Law, the Securities Law and other laws and administrative regulations. Shareholders shall keep confidential the information and data they inspected. |

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Article 42 The shareholders shall be entitled to request the People’s Court to invalidate the resolution of the general meeting and board meeting which violates the laws and administrative regulations.

The shareholders shall be entitled to request the People’s Court to cancel the relevant resolution within 60 days after the resolution is adopted if the convening procedure or voting method of the general meeting or board meeting violates the laws, administrative regulations or the Articles of Association, or the resolution content breaches the Articles of Association. | Article 42 The shareholders shall be entitled to request the People’s Court to invalidate the resolution of the general meeting and board meeting which violates the laws and administrative regulations.

The shareholders shall be entitled to request the People’s Court to cancel the relevant resolution within 60 days after the resolution is adopted if the convening procedure or voting method of the general meeting or board meeting violates the laws, administrative regulations or the Articles of Association, or the resolution content breaches the Articles of Association, except, however, where there are only minor defects in the convening procedure or voting method of the general meeting or board meeting, which do not have substantive effect on the resolution.

Where the Board of Directors, shareholders and other relevant parties have any dispute over the validity of a resolution of the general meeting, they shall promptly file a lawsuit with the People’s Court. Before the People’s Court makes a judgment or ruling that the resolution shall be revoked, the relevant parties shall implement the resolution of the general meeting. The Company, its Directors and senior management shall effectively perform their duties to ensure the normal operation of the Company.

Where the People’s Court makes a judgment or ruling on the relevant matters, the Company shall fulfill its information disclosure obligations in accordance with the laws, administrative regulations, and the requirements of the CSRC and the stock exchange to give a full explanation on the impact, and proactively support the execution of the judgment or ruling after it has come into effect. If it involves the correction of prior period matters, the Company shall address them in a timely manner and fulfill the corresponding information disclosure obligations. |

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/	Article 43 A resolution of the general meeting or the Board of Directors of the Company shall not be valid if any of the following circumstances applies:

(I) No general meeting or Board meeting has been convened to make a resolution;

(II) No vote has been taken on the matters resolved at the general meeting or Board meeting;

(III) The number of persons attending the meeting or the number of voting rights held by them does not reach the required number under the Company Law or these Articles of Association;

(IV) The number of persons agreeing to the matters resolved or the number of voting rights held by them does not reach the required number under the Company Law or these Articles of Association. |

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Article 43 If a director or senior management personnel causes losses to the Company for violation of the requirements of the laws, administrative regulations or the Articles of Association during the performance of his/her duties, shareholders who hold more than 1%, individually or jointly, of the Company's shares for more than 180 days continuously, have the right to request the Supervisory Committee to bring a suit to the People's Court; if a supervisor causes losses to the Company for violation of the requirements of the laws, administrative regulations or the Articles of Association during the performance of its duties, the aforesaid shareholders can request the Board in written form to file a suit in the People's Court.	Article 44 If a Director or senior management personnel other than those who is also a member of the audit committee causes losses to the Company for violation of the requirements of the laws, administrative regulations or the Articles of Association during the performance of his/her duties, shareholders who hold more than 1%, individually or jointly, of the Company's shares for more than 180 days continuously, have the right to request the audit committee to bring a suit to the People's Court; if a member of the audit committee causes losses to the Company for violation of the requirements of the laws, administrative regulations or the Articles of Association during the performance of its duties, the aforesaid shareholders can request the Board in written form to file a suit in the People's Court.
Upon receipt of the written request by the shareholders as stipulated in the preceding paragraph, in case the Supervisory Committee and the Board refuses to file a litigation or fails to file a litigation within 30 days from receipt of such request, or under urgent circumstances the Supervisory Committee and/or the Board fails to file a litigation immediately, causing irreparable damages to the Company, the aforesaid shareholders shall have the right to file a litigation with the People's Court directly in their own name for protection of the Company's interests.	Upon receipt of the written request by the shareholders as stipulated in the preceding paragraph, in case the audit committee and the Board refuses to file a litigation or fails to file a litigation within 30 days from receipt of such request, or under urgent circumstances the audit committee and/or the Board fails to file a litigation immediately, causing irreparable damages to the Company, the aforesaid shareholders shall have the right to file a litigation with the People's Court directly in their own name for protection of the Company's interests.
In the event that any person infringes the legal interests of the Company causing losses to the Company, the shareholders specified in the first paragraph may file a litigation with the People's Court in accordance with the provisions of the preceding two paragraphs.	In the event that any person infringes the legal interests of the Company causing losses to the Company, the shareholders specified in the first paragraph may file a litigation with the People's Court in accordance with the provisions of the preceding two paragraphs.

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Original articles	Amended articles
	If a director or senior management personnel of a wholly-owned subsidiary of the Company causes losses to the Company for violation of the requirements of the laws, administrative regulations or the Articles of Association during the performance of his/her duties, or in the event that any person infringes the legal interests of and causes losses to the wholly-owned subsidiary of the Company, shareholders who hold more than 1%, individually or jointly, of the Company's shares for more than 180 days continuously have the right to request in writing the supervisory committee or the board of directors of the wholly-owned subsidiary to bring a suit to the People's Court or file a litigation with the People's Court directly in their own name in accordance with the provisions of the first three paragraphs of Article 189 of the Company Law.
Article 45 Shareholders of the Company shall assume the following obligations:

Original articles

Amended articles

If a director or senior management personnel of a wholly-owned subsidiary of the Company causes losses to the Company for violation of the requirements of the laws, administrative regulations or the Articles of Association during the performance of his/her duties, or in the event that any person infringes the legal interests of and causes losses to the wholly-owned subsidiary of the Company, shareholders who hold more than 1%, individually or jointly, of the Company's shares for more than 180 days continuously have the right to request in writing the supervisory committee or the board of directors of the wholly-owned subsidiary to bring a suit to the People's Court or file a litigation with the People's Court directly in their own name in accordance with the provisions of the first three paragraphs of Article 189 of the Company Law.

Article 45 Shareholders of the Company shall assume the following obligations:

(I) to comply with the laws, administration regulations and the Articles of Association;

(II) to pay the subscribed share capital for the shares subscribed in accordance with the agreed manner of equity participation;

(III) no withdrawal from the Company except for the circumstances set out in the relevant laws and administrative regulations;

(IV) no abuse of shareholder's rights to damage the interests of the Company or other shareholders; no abuse of the independent legal person status of the Company and the limited liability of shareholders to damage the interests of the creditors of the Company; | Article 46 Shareholders of the Company shall assume the following obligations:

(I) to comply with the laws, administration regulations and the Articles of Association;

(II) to pay the subscribed share capital for the shares subscribed in accordance with the agreed manner of equity participation;

(III) no withdrawal of share capital from the Company except for the circumstances set out in the relevant laws and administrative regulations;

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Original articles	Amended articles
(V) other obligations to be assumed by the Shareholders according to the laws, administration regulations and the Articles of Association.

If any shareholder of the Company abuses the shareholder’s rights and causes loss to the Company or other shareholders, he/she shall be liable for the compensation; if any shareholder of the Company abuses the independent legal person status of the Company and the limited liability of shareholders to evade debts and severely damage the interests of the creditors of the Company, he/she shall bear joint liability for the debts of the Company. | (V) other obligations to be assumed by the Shareholders according to the laws, administration regulations and the Articles of Association. |
| Article 46 A shareholder holding 5% or more of the Company’s shares with voting rights pledges any shares in his/her possession shall submit a written report to the Company from the date when he/she pledges his/her shares. | Article 47 If any shareholder of the Company abuses the shareholder’s rights and causes loss to the Company or other shareholders, he/she shall be liable for the compensation; if any shareholder of the Company abuses the independent legal person status of the Company and the limited liability of shareholders to evade debts and severely damage the interests of the creditors of the Company, he/she shall bear joint liability for the debts of the Company. |
| Article 47 ...

(I) to relieve a director or supervisor of his/her duty to act in good faith in the best interest of the Company;

(II) to approve the expropriation by a director or supervisor (for the benefit of his/her own or of another person), in any manner, of the Company’s assets, including but not limited to, opportunities favorable to the Company;

(III) to approve the expropriation by a director or supervisor (for the benefit of his/her own or of another person) of the personal rights of other shareholders, including but not limited to, rights to distributions and voting rights, save and except for a corporate restructuring of the Company submitted to and approved by the general meeting of shareholders in accordance with the Articles of Association. | Article 48 ...

(I) to relieve a Director of his/her duty to act in good faith in the best interest of the Company;

(II) to approve the expropriation by a Director (for the benefit of his/her own or of another person), in any manner, of the Company’s assets, including but not limited to, opportunities favorable to the Company;

(III) to approve the expropriation by a Director (for the benefit of his/her own or of another person) of the personal rights of other shareholders, including but not limited to, rights to distributions and voting rights, save and except for a corporate restructuring of the Company submitted to and approved by the general meeting in accordance with the Articles of Association. |

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Article 48 The general meeting is the organ of power of the Company and exercises the following functions and powers according to the laws:

(I) to decide on the business policy and investment plan of the Company;

(II) to elect and replace directors and supervisors who are not employee representatives, and to decide on matters relating to their remuneration;

(III) to review and approve the reports of the Board;

(IV) to review and approve the reports of the Supervisory Committee;

(V) to review and approve the annual financial budget plans and accounting plans of the Company;

(VI) to review and approve the profit distribution plan and loss recovery plan of the Company;

(VII) to make resolutions on the increase or reduction of the Company’s registered capital;

(VIII) to make resolutions on the issuance of corporate share certificates and bonds;

(IX) to make resolutions on matters such as the merger, division, dissolution, liquidation or change in the organizational form of the Company;

(X) to amend the Articles of Association; | Article 49 The general meeting of the Company comprises all shareholders. The general meeting is the organ of power of the Company and exercises the following functions and powers according to the laws:

(I) to elect and replace Directors who are not employee representatives, and to decide on matters relating to their remuneration;

(II) to review and approve the reports of the Board;

(III) to review and approve the annual financial accounting plans of the Company;

(IV) to review and approve the profit distribution plan and loss recovery plan of the Company;

(V) to make resolutions on the increase or reduction of the Company’s registered capital;

(VI) to make resolutions on the issuance of corporate share certificates and bonds;

(VII) to make resolutions on matters such as the merger, division, dissolution, liquidation or change in the organizational form of the Company;

(VIII) to amend the Articles of Association;

(IX) to make a resolution on the engagement or removal of the accounting firm that provides audits for the Company;

(X) to review the major external guarantees of the Company; |

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Original articles	Amended articles
(XI) to make resolution on the engagement or removal of the accounting firm;	(XI) to consider the Company’s purchase or disposal of major assets within one year of an aggregate value exceeding 30% of the latest audited total assets of the Company;
(XII) to review the major external guarantees of the Company;	(XII) to review and approve the change of use of proceeds;
(XIII) to consider the Company’s purchase or disposal of major assets within one year of an aggregate value exceeding 30% of the latest audited total assets of the Company;	(XIII) to consider stock incentive scheme and Employee Stock Ownership Plan;
(XIV) to review and approve a short term and medium to long term debt financing that single amount exceeds 50% of the Company’s audited net assets of the latest period (on a consolidated basis) or the cumulative new amount of a fiscal year exceeds 50% of the Company’s audited net assets of the latest period (excluding financing from wholly-owned subsidiaries and holding subsidiaries);	(XIV) to consider other matters that shall be decided by the general meeting according to laws, administrative regulations, department rules and the Articles of Association.
(XV) to review and approve the change of use of proceeds;	The major external guarantees as stipulated in item (X) shall be reviewed by the general meeting under the following circumstances:
(XVI) to consider stock incentive scheme and Employee Stock Ownership Plan;	(1) any guarantee provided after the total amount of the external guarantees provided by the Company and its controlling subsidiaries reaches or exceeds 50% of the audited net assets for the latest period;
(XVII) to consider other matters that shall be decided by the general meeting according to laws, administrative regulations, department rules and the Articles of Association.	(2) any guarantee provided after the total amount of the external guarantees provided by the Company reaches or exceeds 30% of the audited total assets for the latest period;
The major external guarantees as stipulated in item (XII) shall be reviewed by the general meeting under the following circumstances:	(3) the guarantee provided to the guaranteed objects with a debt-to-asset ratio of more than 70%;
(1) any guarantee provided after the total amount of the external guarantees provided by the Company and its subsidiaries reaches or exceeds 50% of the audited net assets for the latest period;	(4) any single guarantee whose amount exceeds 10% of the audited net assets for the latest period;
	(5) any guarantee provided to the shareholder, actual controller and its connected parties;

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Original articles	Amended articles
(2) any guarantee provided after the total amount of the external guarantees provided by the Company and its subsidiaries reaches or exceeds 30% of the audited total assets for the latest period according to the principle of cumulative calculation of guarantee amount for 12 consecutive months;	(6) other major external guarantees that shall be decided by the general meeting in accordance with the provisions of the Articles of Association, the Rules of Procedure for the General Meeting and other relevant laws and regulations.
(3) the guarantee provided to the guaranteed objects with a debt-to-asset ratio of more than 70%;	In addition, the Board may review the situation where the Company provides guarantee for a wholly-owned subsidiary or a controlling subsidiary, and other shareholders of the controlling subsidiary provide guarantee in equal proportion to their rights and interests, without harming the interests of the Company.
(4) any single guarantee whose amount exceeds 10% of the audited net assets for the latest period;
(5) any guarantee provided to the shareholder, actual controller and its connected parties;	Under the condition of not breaching any laws and regulations, mandatory provisions of the listing rules of the listing place, the general meeting may authorize or entrust the Board to handle the matters as authorized or entrusted.
(6) other major external guarantees that shall be decided by the general meeting in accordance with the provisions of the Articles of Association, the Rules of Procedure for the General Meeting and other relevant laws and regulations.
In addition, the Board may review the situation where the Company provides guarantee for a wholly-owned subsidiary or a controlling subsidiary, and other shareholders of the controlling subsidiary provide guarantee in equal proportion to their rights and interests, without harming the interests of the Company.
Under the condition of not breaching any laws and regulations, mandatory provisions of the listing rules of the listing place, the general meeting may authorize or entrust the Board to handle the matters as authorized or entrusted.

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 51 The general meetings shall be divided into annual general meetings (AGM) and extraordinary general meetings (EGM). The annual general meeting shall be convened once an accounting year, and shall be held within 6 months after the prior accounting year.	Article 52 The general meetings shall be divided into annual general meetings (AGM) and extraordinary general meetings (EGM). The annual general meeting shall be convened once an accounting year, and shall be held within 6 months after the prior accounting year.
The Company shall convene an EGM within 2 months of the occurrence of any of the following circumstances:	The Company shall convene an EGM within 2 months of the occurrence of any of the following circumstances:
(I) when the number of directors is less than the number specified in the Company Law or two-thirds of the number required by the Articles of Association;	(I) when the number of Directors is less than the number specified in the Company Law or two-thirds of the number required by the Articles of Association;
(II) when the uncovered loss of the Company reaches one-third of the total paid-in share capital of the Company;	(II) when the uncovered loss of the Company reaches one-third of the total share capital of the Company;
(III) upon request(s) by shareholder(s) individually or collectively holding more than 10% of the Company’s share;	(III) upon request(s) by shareholder(s) individually or collectively holding more than 10% of the Company’s share;
(IV) when the Board considers it necessary;	(IV) when the Board considers it necessary;
(V) when the Supervisory Committee proposes that such a meeting be held;	(V) when the audit committee proposes that such a meeting be held;
(VI) when a proposal for holding such a meeting is made with the consent of half more of all independent non-executive directors of the Company;	(VI) when a proposal for holding such a meeting is made with the consent of half more of all independent non-executive Directors of the Company;
(VII) any other circumstances required by laws, administrative regulations, departmental rules, the Listing Rules and the Articles of Association.	(VII) any other circumstances required by laws, administrative regulations, departmental rules, the Listing Rules and the Articles of Association.

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 53 The general meeting shall be held at a designated meeting venue and held in the form of on-site meeting. The Company will also provide other means permitted under the listing rules of the place where the shares are listed to facilitate the shareholders’ attendance to the general meeting. Shareholders who participate in the meeting in the aforesaid manner shall be deemed as present.	Article 54 The general meeting shall be held at a designated meeting venue and held in the form of on-site meeting. The Company will also provide other means permitted under the listing rules of the place where the shares are listed to facilitate the shareholders’ attendance to the general meeting. Shareholders who participate in the meeting in the aforesaid manner shall be deemed as present and are entitled to speak and vote at the general meeting, including voting by electronic means.
Article 54 The Company’s independent non-executive directors shall have the right to propose to the Board to hold an EGM. For the proposal of independent non-executive Directors of convening an EGM, the Board shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, submit written feedback on whether to agree or disagree with the meeting within ten days upon receipt of the proposal.

Original articles

Amended articles

Article 53 The general meeting shall be held at a designated meeting venue and held in the form of on-site meeting. The Company will also provide other means permitted under the listing rules of the place where the shares are listed to facilitate the shareholders’ attendance to the general meeting. Shareholders who participate in the meeting in the aforesaid manner shall be deemed as present.

Article 54 The general meeting shall be held at a designated meeting venue and held in the form of on-site meeting. The Company will also provide other means permitted under the listing rules of the place where the shares are listed to facilitate the shareholders’ attendance to the general meeting. Shareholders who participate in the meeting in the aforesaid manner shall be deemed as present and are entitled to speak and vote at the general meeting, including voting by electronic means.

Article 54 The Company’s independent non-executive directors shall have the right to propose to the Board to hold an EGM. For the proposal of independent non-executive Directors of convening an EGM, the Board shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, submit written feedback on whether to agree or disagree with the meeting within ten days upon receipt of the proposal.

When the Board agrees to convene an EGM, the Board shall, within 5 days after the Board resolution is made, issue notice calling for the meeting. If the Board does not agree to convene such meeting, the reasons shall be stated in writing and announced. | Article 55 The Board of Directors shall convene a general meeting on time and within the prescribed period. The Company’s independent non-executive Directors shall have the right to propose to the Board to hold an EGM. For the proposal of independent non-executive Directors of convening an EGM, the Board shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, submit written feedback on whether to agree or disagree with the meeting within ten days upon receipt of the proposal.

When the Board agrees to convene an EGM, the Board shall, within five days after the Board resolution is made, issue notice calling for the meeting. If the Board does not agree to convene such meeting, the reasons shall be stated in writing and announced. |

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 55 The Supervisory Committee shall be entitled to propose to the Board to convene the EGM, provided that the proposal shall be made in written form. The Board shall, pursuant to the laws, administrative regulations and the Articles of Association, give a written reply on whether to convene the EGM or not within 10 days after receipt of the proposal.	Article 56 The audit committee shall be entitled to propose to the Board to convene the EGM, provided that the proposal shall be made in written form. The Board shall, pursuant to the laws, administrative regulations and the Articles of Association, give a written reply on whether to convene the EGM or not within ten days after receipt of the proposal.
When the Board agrees to convene an EGM, the Board shall, within 5 days after the Board resolution is made, issue a notice calling for the meeting. Changes in the original proposal in the notice shall be subject to the approval of the Supervisory Committee.	When the Board agrees to convene an EGM, the Board shall, within five days after the Board resolution is made, issue a notice calling for the meeting. Changes in the original proposal in the notice shall be subject to the approval of the audit committee.
When the Board does not agree to convene an EGM, or does not provide feedback within 10 days upon receipt of the proposal, the Board shall be considered to be unable or fail to perform the duty of convening an general meeting. The Supervisory Committee may convene and preside over the meeting on its own.	When the Board does not agree to convene an EGM, or does not provide feedback within ten days upon receipt of the proposal, the Board shall be considered to be unable or fail to perform the duty of convening a general meeting. The audit committee may convene and preside over the meeting on its own.

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Original articles	Amended articles
Article 56 Shareholders who individually or collectively hold 10% or more of the Company’s shares shall have the right to request the Board of Directors to convene an extraordinary general meetings, which shall be submitted in writing to the Board of Directors. The Board shall, in accordance with the law, administrative regulations and these Articles of Association, give a written reply on whether to agree or disagree with the convening of the extraordinary general meeting within ten days after receiving the request.	Article 57 Shareholders who individually or collectively hold 10% or more of the Company’s shares shall have the right to request the Board of Directors to convene an extraordinary general meeting, which shall be submitted in writing to the Board of Directors. The Board shall, in accordance with the law, administrative regulations and these Articles of Association, give a written reply on whether to agree or disagree with the convening of the extraordinary general meeting within ten days after receiving the request.
If the Board consents to hold an extraordinary general meeting, it should issue a notice of general meeting within 5 days after the resolution is approved by the Board, and any change to the original request in the notice shall be subject to consent from the relevant shareholders.	If the Board consents to hold an extraordinary general meeting, it should issue a notice of general meeting within five days after the resolution is approved by the Board, and any change to the original request in the notice shall be subject to consent from the relevant shareholders.
If the Board disagrees to hold an extraordinary general meeting, or fails to give a reply within 10 days after receiving the request, shareholders who, individually or jointly, hold not less than 10% of the shares of the Company shall have the right to propose to the Supervisory Committee to convene an extraordinary general meeting, and the request shall be submitted to the Supervisory Committee in writing.	If the Board disagrees to hold an extraordinary general meeting, or fails to give a reply within ten days after receiving the request, shareholders who, individually or jointly, hold not less than 10% of the shares of the Company shall have the right to propose to the audit committee to convene an extraordinary general meeting, and the request shall be submitted to the audit committee in writing.
If the Supervisory Committee consents to hold an extraordinary general meeting, it should issue a notice of general meeting within 5 days after receiving the request, and any change to the original appeal in the notice shall be subject to consent from the relevant shareholders.	If the audit committee consents to hold an extraordinary general meeting, it should issue a notice of general meeting within 5 days after receiving the request, and any change to the original appeal in the notice shall be subject to consent from the relevant shareholders.
If the Supervisory Committee fails to issue a notice of general meeting within the prescribed period, the Supervisory Committee is deemed to refuse to convene and preside over the general meeting, and shareholders who, individually or jointly, hold not less than 10% shares of the Company for not less than 90 consecutive days may convene and preside over a general meeting.	If the audit committee fails to issue a notice of general meeting within the prescribed period, the audit committee is deemed to refuse to convene and preside over the general meeting, and shareholders who, individually or jointly, hold not less than 10% shares of the Company for not less than 90 consecutive days may convene and preside over a general meeting.

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 57 The Board and the Board secretary shall align with the general meeting convened by the Supervisory Committee or the shareholders on their own. The Board shall provide the register of shareholders as at the date of record.	Article 58 The Board and the Board secretary shall align with the general meeting convened by the audit committee or the shareholders on their own. The Board shall provide the register of shareholders as at the date of record.
Article 58 If the Supervisory Committee or shareholders convene a general meeting on their own, the expenses required for the meeting shall be borne by the Company.	Article 59 If the audit committee or shareholders convene a general meeting on their own, the expenses required for the meeting shall be borne by the Company.
Article 60 Where the Company convenes a general meeting, the Board, the Supervisory Committee, and shareholder(s) individually or jointly holding more than 3% of the shares of the Company shall be entitled to make proposals to the Company.

The shareholders individually or jointly holding more than 3% of the shares of the Company may raise a temporary proposal and submit it to the convener in writing 10 days before the general meeting is held. The convener shall, within 2 days after the receipt of the proposal, issue a supplementary notice to inform the general meeting of the contents of the temporary proposal.

Save as specified above, the convener shall not change the proposal set out in the notice of general meeting or add any new proposals after the said notice is served.

The general meeting shall not vote or pass resolutions on proposals not listed in the notice of the general meeting or resolutions not in conformity with Article 59 of the Articles of Association. | Article 61 Where the Company convenes a general meeting, the Board, the audit committee, and shareholder(s) individually or jointly holding more than 1% of the shares of the Company shall be entitled to make proposals to the Company.

The shareholders individually or jointly holding more than 1% of the shares of the Company may raise a temporary proposal and submit it to the convener in writing ten days before the general meeting is held. The convener shall, within two days after the receipt of the proposal, issue a supplementary notice to inform the general meeting of the contents of the temporary proposal, except, however, in the case that the temporary proposal violates the provisions of laws, administrative regulations or the Articles of Association, or does not fall within the scope of authority of the general meeting.

Save as specified above, the convener shall not change the proposal set out in the notice of general meeting or add any new proposals after the said notice is served.

The general meeting shall not vote or pass resolutions on proposals not listed in the notice of the general meeting or resolutions not in conformity with Article 60 of the Articles of Association. |

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 63 Unless otherwise specified by the Articles of Association, the notice of general meeting shall be delivered in the manner provided in Article 214 of the Articles of Association and the address of the shareholders shall be the address listed in the register of shareholders (giving notices to shareholders with the registered address outside Hong Kong is not prohibited). The notice of general meeting may also be sent via public announcement.

Original articles

Amended articles

Article 63 Unless otherwise specified by the Articles of Association, the notice of general meeting shall be delivered in the manner provided in Article 214 of the Articles of Association and the address of the shareholders shall be the address listed in the register of shareholders (giving notices to shareholders with the registered address outside Hong Kong is not prohibited). The notice of general meeting may also be sent via public announcement.

Notices of general meetings, shareholder circulars and relevant documents may be published on the website of the Company and the Hong Kong Stock Exchange, provided that they meet the requirements of laws, administrative regulations, the listing rules of the place where the Company is listed and the Articles of Association. Upon announcement, all shareholders are deemed to have received notice of the relevant general meeting. | Article 64 Unless otherwise specified by the Articles of Association, the notice of general meeting shall be delivered in the manner provided in Article 203 of the Articles of Association and the address of the shareholders shall be the address listed in the register of shareholders (giving notices to shareholders with the registered address outside Hong Kong is not prohibited). The notice of general meeting may also be sent via public announcement.

Notices of general meetings, shareholder circulars and relevant documents may be published on the website of the Company and the Hong Kong Stock Exchange, provided that they meet the requirements of laws, administrative regulations, the listing rules of the place where the Company is listed and the Articles of Association. Upon announcement, all shareholders are deemed to have received notice of the relevant general meeting. |
| Article 64 When the notice of general meeting is issued, the general meeting shall not be adjourned or canceled without just cause, and the proposals listed in the notice of general meeting shall not be canceled. In the event of a delay or cancellation, the convener shall give notice and explanations at least two working days before the scheduled date of convening. | Article 65 When the notice of general meeting is issued, the general meeting shall not be adjourned or canceled without just cause, and the proposals listed in the notice of general meeting shall not be canceled. In the event of a delay or cancellation, the convener shall give notice and explanations at least two working days before the scheduled date of convening. |

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 67 Shareholders shall entrust proxies via written power of attorney, which shall be signed by the principal or the proxies so entrusted in writing. If the principal is a legal person, the power of attorney shall be stamped with the name of the legal person or signed by his/her director or duly appointed proxy.

The power of attorney issued by a shareholder to appoint a proxy to attend a general meeting shall contain the following information:

(I) the name of the principal and the name of the agent and other identification information;

(II) number of shares of the principal represented by the proxy;

(III) whether the proxy has the voting right;

(IV) the instructions on voting for, against or abstention of voting for each agenda item of the shareholders’ general meeting;

(V) whether the proxy has the voting right on an provisional proposal that may be added to the agenda of the general meeting, and if so, the specific instructions as to what vote to cast if he/she has such right to vote;

(VI) the date of issuance and effective period of the power of attorney;

(VII) signature (or seal) of the principal. If the principal is a corporate shareholder, the power of attorney shall be affixed with the common seal of the corporate or signed by its director or duly appointed proxy.

(VIII) If several persons act as proxies, the number of shares represented by each proxy shall be indicated.

The power of attorney shall specify that in the absence of specific instructions from the shareholders, the proxies may vote as they think fit. | Article 68 Shareholders shall entrust proxies via written power of attorney, which shall be signed by the principal or the proxies so entrusted in writing. If the principal is a legal person, the power of attorney shall be stamped with the name of the legal person or signed by its director or duly appointed proxy.

The power of attorney issued by a shareholder to appoint a proxy to attend a general meeting shall contain the following information:

(I) the name of the principal and the name of the agent and other identification information;

(II) the class and number of shares of the principal represented by the proxy;

(III) the instructions on voting for, against or abstention of voting for each agenda item of the general meeting;

(IV) whether the proxy has the voting right on a provisional proposal that may be added to the agenda of the general meeting, and if so, the specific instructions as to what vote to cast if he/she has such right to vote;

(V) the date of issuance and effective period of the power of attorney;

(VI) signature (or seal) of the principal. If the principal is a corporate shareholder, the power of attorney shall be affixed with the common seal of the corporate or signed by its director or duly appointed proxy;

(VII) If several persons act as proxies, the number of shares represented by each proxy shall be indicated. |

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 68 ...

If the principal is a legal person, its legal representative or the person authorized by the Board or other decision-making authorities shall attend the general meeting of the Company on its behalf.

If the shareholder is a recognized clearing house (or its agent) as defined in the relevant ordinances made in Hong Kong from time to time, the shareholder may authorize one or more persons as he/she thinks fit to act as his/her representative at any general meeting, meeting of creditors or any class of meetings. However, if more than one person is authorized, the power of attorney shall state the number and type of shares in respect of which each such person is authorized and shall be signed by the authorized officer of the recognized clearing house, and the person so authorized may attend a meeting on behalf of a recognized clearing house (or its agent) to exercise its powers, including the right to speak and vote at the meeting as if he/she were an individual shareholder of the Company without the need to produce a certificate of shareholding, notarized power of attorney and/or further evidence of duly authorization. |
| Article 72 When a general meeting is held, all directors, supervisors and secretary to the Board of the Company shall attend the meeting, and senior management who are not directors of the Company shall be present in a non-voting capacity at the meeting unless there is reasonable ground. | Article 73 When a general meeting is held, all Directors and secretary to the Board of the Company shall attend the meeting, and senior management who are not Directors of the Company shall be present in a non-voting capacity at the meeting unless there is reasonable ground. |

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 75 The general meeting shall be presided over by the Chairman of the Board. If the Chairman of the Board is unable or fails to perform his/her duties, a director jointly elected by more than half of the directors shall preside over the meeting.	Article 76 The general meeting shall be presided over by the Chairman of the Board. If the Chairman of the Board is unable or fails to perform his/her duties, a Director jointly elected by more than half of the Directors shall preside over the meeting.
A shareholders’ general meeting convened by the Supervisory Committee shall be presided over by the Chairman of the Supervisory Committee. When the Chairman of the Supervisory Committee is unable or fails to perform his/her duty, a supervisor jointly elected by more than half of the supervisors shall preside over the meeting.	A general meeting convened by the audit committee shall be presided over by the convener of the audit committee. When the convener of the audit committee is unable or fails to perform his/her duty, a member of the audit committee jointly elected by more than half of the members of the audit committee shall preside over the meeting.
A general meeting convened by the shareholders shall be presided over by a representative elected by the convener.	A general meeting convened by the shareholders shall be presided over by a representative elected by the convener.
During the course of a general meeting, if the Chairman of the meeting violates the procedural rules such that the meeting cannot be continued, the shareholders in the general meeting may elect one person to act as the Chairman of the meeting to continue the meeting so long as the proposed chairman has the consent of more than half of the shareholders with voting rights who are present at the meeting. If the shareholders cannot elect the presider for any reason, the shareholder present and holding the largest number of shares with voting rights (including the proxy) shall serve as the presider of the meeting.	During the course of a general meeting, if the Chairman of the meeting violates the procedural rules such that the meeting cannot be continued, the shareholders in the general meeting may elect one person to act as the Chairman of the meeting to continue the meeting so long as the proposed chairman has the consent of more than half of the shareholders with voting rights who are present at the meeting. If the shareholders cannot elect the presider for any reason, the shareholder present and holding the largest number of shares with voting rights (including the proxy) shall serve as the presider of the meeting.

50 -

APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 76 The Company shall formulate Rules of Procedure for the General Meeting, and specify the convening and voting procedures of the general meeting, including notice, registration, consideration of proposals, voting, counting of votes, announcement of voting results, formation of resolutions of the meeting, minutes of the meeting and signing thereof, as well as the principle of authorization of the general meeting to the Board. The content of authorization shall be clear and specific. The Rules of Procedure for the General Meeting shall be formulated by the Board and approved by the general meeting.	Article 77 The Company shall formulate Rules of Procedure for the General Meeting, and specify the convening, holding and voting procedures of the general meeting, including notice, registration, consideration of proposals, voting, counting of votes, announcement of voting results, formation of resolutions of the meeting, minutes of the meeting and signing thereof, as well as the principle of authorization of the general meeting to the Board. The content of authorization shall be clear and specific. The Rules of Procedure for the General Meeting shall be formulated by the Board and approved by the general meeting.
Article 77 At the annual general meeting, the Board and the Supervisory Committee shall make report on their works in the past year to the general meeting.	Article 78 At the annual general meeting, the Board shall make a report on their works in the past year to the general meeting.
Article 78 The Directors, supervisors and senior management shall provide explanations and statements relating to the queries and suggestions put forward by the shareholders at the general meeting, unless business secrets of the Company are involved and shall not be disclosed at the general meeting.	Article 79 The Directors and senior management shall provide explanations and statements relating to the queries and suggestions put forward by the shareholders at the general meeting, unless business secrets of the Company are involved and shall not be disclosed at the general meeting.
Article 80 The general meeting shall have meeting minutes, and the secretary to the Board shall be responsible for the meeting minute. The meeting minute shall contain the following contents:
(I) time, venue and the agenda of the meeting, and the name or title of the convener;
(II) the names of the meeting presider and the directors, supervisors and senior management attending meeting as non-voting attendee;	Article 81 The general meeting shall have meeting minutes, and the secretary to the Board shall be responsible for the meeting minute. The meeting minute shall contain the following contents:
(I) time, venue and the agenda of the meeting, and the name or title of the convener;
(II) the names of the meeting presider and the Directors and senior management attending meeting as non-voting attendee;

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 81 The convener shall guarantee the authenticity, accuracy and integrity of the contents of the meeting minutes. The Directors, supervisors, secretary to the Board, convener or their representative who attended the meeting, and the Chairman of the meeting shall sign the meeting minutes.	Article 82 The convener shall guarantee the authenticity, accuracy and integrity of the contents of the meeting minutes. The Directors, secretary to the Board, convener or their representative who attend or sit in on the meeting, and the Chairman of the meeting shall sign the meeting minutes.
...	...
Article 82 The convener shall warrant that the general meeting will proceed continuously until the final resolution is made. If the general meeting is suspended or the resolution cannot be made due to force majeure or other special cause, necessary measures shall be taken to restore the general meeting or directly terminate the general meeting, and public announcement shall be made in time. Meanwhile, the convener shall report to the CSRC agency where the Company is domiciled and the stock exchange(s).	Article 83 The convener shall warrant that the general meeting will proceed continuously until the final resolution is made. If the general meeting is suspended or the resolution cannot be made due to force majeure or other special cause, necessary measures shall be taken to restore the general meeting or directly terminate the general meeting, and public announcement shall be made in time.
Article 83 The resolutions of a general meeting are classified into ordinary resolutions and special resolutions. Ordinary resolutions of a general meeting shall be adopted by more than half of the voting rights held by the shareholders (including their proxies) present at the meeting. Special resolutions of a general meeting shall be adopted by more than two-thirds of the voting rights held by the shareholders (including their proxies) present at the meeting.	Article 84 The resolutions of a general meeting are classified into ordinary resolutions and special resolutions. Ordinary resolutions of a general meeting shall be adopted by more than half of the voting rights held by the shareholders present at the meeting. Special resolutions of a general meeting shall be adopted by more than two-thirds of the voting rights held by the shareholders present at the meeting.
Article 84 Shareholders (including their proxies) shall exercise their voting rights by the number of voting shares they represent, and each share shall have one vote.	Article 85 Shareholders shall exercise their voting rights by the number of voting shares they represent, and each share shall have one vote.
...	...

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 86 following matters shall be resolved by way of ordinary resolution of the general meeting:	Article 87 The following matters shall be resolved by way of ordinary resolution of the general meeting:
(I) to decide on the business policy and investment plan of the Company;	(I) to elect and replace Directors who are not employee representatives, and to decide on matters relating to their remuneration;
(II) to elect and replace directors and supervisors who are not employee representatives, and to decide on matters relating to their remuneration;	(II) to review and approve the reports of the Board;
(III) to review and approve the reports of the Board;	(III) to review and approve the annual financial accounting plans of the Company;
(IV) to review and approve the reports of the Supervisory Committee;	(IV) to review and approve the profit distribution plan and loss recovery plan of the Company;
(V) to review and approve the annual financial budget plans and accounting plans of the Company;	(V) to review and approve the change of use of proceeds;
(VI) to review and approve the profit distribution plan and loss recovery plan of the Company;	(VI) to make a resolution on the engagement or removal of the accounting firm that provides audits for the Company;
(VII) to review and approve the change of use of proceeds;	(VII) any matters not otherwise required by the laws, administrative regulations or the Articles of Association to be adopted by special resolutions.
(VIII) any matters not otherwise required by the laws, administrative regulations or the Articles of Association to be adopted by special resolutions.

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 87 The following matters shall be resolved by way of special resolution of the general meeting:	Article 88 The following matters shall be resolved by way of special resolution of the general meeting:
(I) to make resolutions concerning the increase or reduction of the Company’s registered capital;	(I) to make resolutions concerning the increase or reduction of the Company’s registered capital;
(II) to make resolutions on the issuance of corporate share certificates and bonds;	(II) to make resolutions on the issuance of corporate share certificates and bonds;
(III) to make resolutions on matters such as the merger, division, dissolution, liquidation or change in the organizational form of the Company;	(III) to make resolutions on matters such as the merger, division, dissolution, liquidation or change in the organizational form of the Company;
(IV) to make amendment(s) to the Articles of Association;	(IV) to make amendment(s) to the Articles of Association;
(V) to make resolution on the engagement or removal of the accounting firm;	(V) to review the major external guarantees of the Company;
(VI) to review the major external guarantees of the Company;	(VI) to consider the Company’s purchase or disposal of major assets within one year of an aggregate value exceeding 30% of the latest audited total assets of the Company;
(VII) to consider the Company’s purchase or disposal of major assets within one year of an aggregate value exceeding 30% of the latest audited total assets of the Company;	(VII) to review and approve stock incentive scheme and Employee Stock Ownership Plan;
(VIII) to examine and approve a short-term and medium to long-term debt financing that single amount exceeds 50% of the Company’s audited net assets of the latest period (on a consolidated basis) or the cumulative new amount of a fiscal year exceeds 50% of the Company’s audited net assets of the latest period (excluding wholly-owned subsidiaries and holding subsidiaries);	(VIII) to review and approve other matters that shall be decided by the general meeting in accordance with laws, administrative regulations, departmental rules, listing rules or the Articles of Association, and matters which, according to an ordinary resolution of the general meeting, may have a significant impact on the Company and shall be adopted by way of a special resolution.
(IX) to review and approve stock incentive scheme and Employee Stock Ownership Plan;
(X) to review and approve other matters that shall be decided by the general meeting in accordance with laws, administrative regulations, departmental rules, listing rules or the Articles of Association, and matters which, according to an ordinary resolution of the general meeting, may have a significant impact on the Company and shall be adopted by way of a special resolution.

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 89 The name list of candidates for directors and supervisors shall be included in a proposal to be submitted to the general meeting for voting.

During voting at the general meeting on election of directors and supervisors, cumulative voting system may be implemented.

The cumulative voting system indicates that each share has the number of voting rights identical to the number of directors or supervisors to be elected, and the voting rights owned by the shareholders may be cumulatively used when the general meeting elects the directors or supervisors.

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

(I) where the cumulative voting system is adopted for the election of directors and supervisors, the candidates shall be listed separately in different resolution groups for submission to the general meeting according to the categories of independent non-executive directors, non-independent non-executive directors and supervisors;

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

(III) the shareholders may cast all their votes on one candidate or split them on a few candidates. Shareholders shall vote within the limit of the number of votes of each resolution group. In the event that the number of votes cast by the shareholder exceeds the number of the votes he/she holds, or in the competitive election, the shareholder casts votes in a way that exceeds the actual number of directors or supervisors to be elected, the vote on such resolution shall be deemed invalid; | Article 90 The name list of candidates for Directors shall be included in a proposal to be submitted to the general meeting for voting.

During voting at the general meeting on election of Directors, cumulative voting system may be implemented.

The cumulative voting system indicates that each share has the number of voting rights identical to the number of Directors to be elected, and the voting rights owned by the shareholders may be cumulatively used when the general meeting elects the Directors.

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

(I) where the cumulative voting system is adopted for the election of Directors, the candidates shall be listed separately in different resolution groups for submission to the general meeting according to the categories of independent non-executive Directors, non-independent non-executive Directors;

(II) shareholders attending the general meeting shall, have the same number of votes for each share held as the number of Directors to be elected under each resolution group for which the cumulative voting system is adopted;

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

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
(IV) the cumulative number of votes cast for each resolution shall be counted separately after the close of voting.	(IV) the cumulative number of votes cast for each resolution shall be counted separately after the close of voting.
The Board shall provide the shareholders with the resumes and basic information of the candidates for directors and supervisors, including at least the following contents:	The Board shall provide the shareholders with the resumes and basic information of the candidates for Directors, including at least the following contents:
(I) personal particulars such as education background, working experience and any concurrent positions;	(I) personal particulars such as education background, working experience and any concurrent positions;
(II) whether he/she is affiliated with the Company or the controlling shareholder and actual controller of the Company;	(II) whether he/she is affiliated with the Company or the controlling shareholder and actual controller of the Company;
(III) number of shares of the Company such candidates hold;	(III) number of shares of the Company such candidates hold;
(IV) any penalties imposed by CSRC and other relevant authorities and punishments imposed by the stock exchanges;	(IV) any penalties imposed by CSRC and other relevant authorities and punishments imposed by the stock exchanges;
(V) any other matters required to be disclosed by the listing rules of the place where the Company’s shares are listed.	(V) any other matters required to be disclosed by the listing rules of the place where the Company’s shares are listed.

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 90 The nomination methods and procedures for the election of directors and supervisors are as follows:	Article 91 The nomination methods and procedures for the election of Directors are as follows:
(I) Shareholders who hold individually or in aggregate more than 3% of the total number of voting shares issued by the Company may recommend the candidates for directors and supervisors other than the employee representatives to the general meeting in the form of written proposals, provided that the number of nominees shall meet the provisions of the Articles of Association and shall not exceed the number of persons to be elected. The aforesaid proposal submitted by a shareholder to the Company shall be delivered to the Company at least 7 days prior to the date of the general meeting.	(I) Shareholders who hold individually or in aggregate more than 1% of the total number of voting shares issued by the Company may recommend the candidates for Directors other than the employee representatives to the general meeting in the form of written proposals, provided that the number of nominees shall meet the provisions of the Articles of Association and shall not exceed the number of persons to be elected. The aforesaid proposal submitted by a shareholder to the Company shall be delivered to the Company at least 7 days prior to the date of the general meeting.
(II) The Board and the Supervisory Committee may, within the number of persons specified in the Articles of Association and according to the number of persons to be elected, put forward a suggested list of candidates for directors and candidates for supervisors, and submit to the Board and the Supervisory Committee for review respectively. The Board and the Supervisory Committee shall, after review and deciding the candidates for directors and supervisors through resolutions, submit them to the general meeting in the form of written proposals. The nomination of candidates for independent non-executive director shall be made in accordance with laws and regulations, and the regulatory rules of the place where the Company’s shares are listed.	(II) The Board may, within the number of persons specified in the Articles of Association and according to the number of persons to be elected, put forward a suggested list of candidates for Directors, and submit to the Board for review. The Board shall, after review and deciding the candidates for Directors through resolutions, submit them to the general meeting in the form of written proposals. The nomination of candidates for independent non-executive Director shall be made in accordance with laws and regulations, and the regulatory rules of the place where the Company’s shares are listed.

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
(III) A written notice of the intention to nominate a person for election as a director or supervisor and a written notice by that person expressly indicating his/her acceptance of such nomination as well as relevant written materials of that person shall be given to the Company no earlier than the day after the notice of the general meeting is distributed and no later than seven days before the date of the general meeting. The period for nomination and acceptance of nomination shall not be less than seven days. The Board and the Supervisory Committee shall provide the shareholders with the resumes and basic information of the candidates for directors and supervisors.	(III) A written notice of the intention to nominate a person for election as a Director and a written notice by that person expressly indicating his/her acceptance of such nomination as well as relevant written materials of that person shall be given to the Company no earlier than the day after the notice of the general meeting is distributed and no later than seven days before the date of the general meeting. The period for nomination and acceptance of nomination shall not be less than seven days. The Board shall provide the shareholders with the resumes and basic information of the candidates for Directors.
(IV) The general meeting shall vote on each candidate for director and supervisor one by one.	(IV) The general meeting shall vote on each candidate for Director one by one.
(V) In case of temporary addition of directors or supervisors, the Board or the Supervisory Committee shall put forward a proposal to the general meeting for election or replacement.	(V) In case of temporary addition of Directors, the Board shall put forward a proposal to the general meeting for election or replacement.
Article 92 When considering a proposal, the general meeting shall not revise it; otherwise such amendments shall be deemed as a new proposal and may not be voted at the current meeting.	Article 93 When considering a proposal, the general meeting shall not revise it; and in the event of any amendment, it shall be deemed as a new proposal and may not be voted at the current meeting.
Article 93 The same voting right shall only be exercised on site or by other means. Where the same vote is cast for two or more times, the first cast shall hold.	Article 94 The same voting right shall only be exercised on site or by other means. Where the same vote is cast for two or more times, the first cast shall hold.

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 95 Before the relevant proposal is voted on at the general meeting, two representatives of the shareholders shall be elected to take part in counting the votes and scrutinizing the conduct of the poll. Any shareholder who is interested in the matter under consideration and his/her proxy shall not take part in counting the votes or scrutinizing the conduct of the poll.

At the time of deciding on a proposal by voting at a general meeting, the shareholder representatives and supervisor representatives shall count and scrutinize the votes jointly, and announce the voting result forthwith. The voting result in connection with the resolution shall be recorded in the minutes of meeting. | Article 96 Before the relevant proposal is voted on at the general meeting, two representatives of the shareholders shall be elected to take part in counting the votes and scrutinizing the conduct of the poll. Any shareholder who is interested in the matter under consideration and his/her proxy shall not take part in counting the votes or scrutinizing the conduct of the poll.

At the time of deciding on a proposal by voting at a general meeting, the shareholder representatives shall count and scrutinize the votes, and announce the voting result forthwith. The voting result in connection with the resolution shall be recorded in the minutes of meeting. |
| Article 96 An on-site general meeting shall not end before that held on-line or otherwise, and the presider of the meeting shall announce the voting status and results of each proposal and announce whether the proposal is adopted or not based on the voting results.

Prior to the formal announcement of the voting results, the relevant parties involved in relation to voting on the site of the general meeting, by fax or by other means, including the companies, the persons responsible for counting votes and scrutinizing the voting, and shareholders, shall be obliged to keep the voting status confidential. |
| Article 99 Where proposed resolutions in relation to the election of directors or supervisors are adopted at a general meeting, unless otherwise stipulated in the resolution of the general meeting, the new directors and supervisors shall take office on the date on which the resolution of the general meeting is adopted. | Article 100 Where proposed resolutions in relation to the election of Directors are adopted at a general meeting, unless otherwise stipulated in the resolution of the general meeting, the new Directors shall take office on the date on which the resolution of the general meeting is adopted. |

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 104 ...

(III) to study and discuss major business management matters of the Company, and support the general meeting, the Board, the Supervisory Committee and the management in exercising their powers in accordance with the law;

...

(V) to fulfill the main responsibility of the construction of the Company’s Party conduct and integrity, lead and support the internal discipline inspection organization to supervise and enforce discipline and accountability, strictly clarify political discipline and political rules, and extend comprehensive and strict Party self-governance down to the grassroots;

...

(VII) to lead the ideological and political work, spiritual civilization construction, and united front work of the Company, and lead the Company’s trade unions, Communist Youth League, women’s organizations and other group organizations. | Article 105 ...

(III) to study and discuss major business management matters of the Company, and support the general meeting, the Board and the management in exercising their powers in accordance with the law;

...

(VIII) to discuss and decide other important matters within the scope of authority of the Party Committee. |

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 105 The major operation and management matters of the Company shall be studied and discussed by the Party Committee before decisions are made by the Board or the management. The main issues studied and discussed include:

(I) major measures to implement the decisions and arrangements of the CPC Central Committee and implement the national development strategies;

(II) the Company’s development strategy, medium and long-term development plan, and major reform schemes;

(III) the fundamental and directional issues in the Company’s asset reorganization, transfer of property rights, capital operation and large-scale investment;

(IV) the establishment and adjustment of the Company’s organizational structure, and the formulation and revision of important rules and regulations;

(V) major matters involving the Company’s production safety, maintenance of stability, employees’ rights and interests, and social responsibilities;

(VI) other important matters that shall be studied and discussed by the Party Committee. | Article 106 The major operation and management matters of the Company shall be studied and discussed by the Party Committee before decisions are made by the Board or the management. |
| Article 106 The Company will adhere to and improve the leadership mechanism of “cross appointment”. Qualified members of the Party Committee may be adopted by the Board, the Supervisory Committee, and the management through legal procedures, and qualified Party members among the members of the Board, the Supervisory Committee, and the management may be adopted by the Party Committee in accordance with relevant regulations and procedures. | Article 107 The Company will adhere to and improve the leadership mechanism of “cross appointment”. Qualified members of the Party Committee may be adopted by the Board and the management through legal procedures, and qualified Party members among the members of the Board and the management may be adopted by the Party Committee in accordance with relevant regulations and procedures. |

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 107 The Directors of the Company are natural persons. In the conditions as set out below, the following persons shall not serve as Directors of the Company:	Article 108 The Directors of the Company are natural persons. In the conditions as set out below, the following persons shall not serve as Directors of the Company:
(I) persons without capacity or with limited capacity for civil acts;	(I) persons without capacity or with limited capacity for civil acts;
(II) persons who were sentenced for crimes of corruption, bribery, embezzlement or misappropriation of property or disruption of the order of socialist market economy, where five years have not lapsed following the serving of the sentence, or persons who were deprived of their political rights for committing a crime, where five years have not lapsed following the serving of the sentence;	(II) persons who were sentenced for crimes of corruption, bribery, embezzlement or misappropriation of property or disruption of the order of socialist market economy, where five years have not elapsed following the serving of the sentence, or, in the case of probation, where two years have not elapsed following the expiration of the probation period;
(III) persons who were former Directors, factory managers or managers of a company or enterprise which was declared bankrupt and was liquidated and who were personally liable for the bankruptcy of such company or enterprise, where less than three years have elapsed since the date of completion of the bankruptcy and liquidation of the company or enterprise;	(III) persons who were former Directors, factory managers or managers of a company or enterprise which was declared bankrupt and was liquidated and who were personally liable for the bankruptcy of such company or enterprise, where less than three years have elapsed since the date of completion of the bankruptcy and liquidation of the company or enterprise;
(IV) persons who were legal representatives of a company or enterprise which had its business license revoked and had been ordered to shut down due to violation of the laws and who were personally liable, where less than three years have elapsed since the date of the revocation;	(IV) persons who were legal representatives of a company or enterprise which had its business license revoked and had been ordered to shut down due to violation of the laws and who were personally liable, where less than three years have elapsed since the date of the revocation or order of shutdown;
(V) persons who have a substantial amount of debts due and outstanding;	(V) persons who have been listed as dishonest persons by the People’s Court for having a substantial amount of debts due and outstanding;
(VI) the person is currently being prohibited from participating in securities market by the CSRC and such barring period has not elapsed;	(VI) the person is currently being prohibited from participating in securities market by the CSRC and such barring period has not elapsed;
(VII) any other contents required by laws, administrative regulations and departmental rules.	(VII) any other contents required by laws, administrative regulations and departmental rules.
If a Director is elected or appointed in violation of this Article, such election, appointment or engagement shall be invalid. The Company shall dismiss a director who falls under this article during his/her term of office.	If a Director is elected or appointed in violation of this Article, such election, appointment or engagement shall be invalid. The Company shall dismiss a Director who falls under this article during his/her term of office and suspend him/her from performing his/her duties.

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 109 The Directors shall comply with the laws, administration regulations and the Articles of Association and shall fulfill the following obligations of loyalty to the Company:	Article 110 In compliance with the laws, administration regulations and the Articles of Association, the Directors shall perform the following obligations of loyalty to the Company, take measures to avoid any conflict of interests with the Company, and shall not use their duties and powers to obtain improper benefits:
(I) not to take advantage of his/her authority to accept bribes or other illegal income, and not to misappropriate the property of the Company;	(I) not to embezzle or misappropriate the property or funds of the Company;
(II) not to misappropriate the Company's funds;	(II) not to open accounts in their own names or names of other individuals for the deposit of the assets or funds of the Company;
(III) not to open accounts in their own names or names of other individuals for the deposit of the assets or funds of the Company;	(III) not to use their duties and powers to give or accept bribes or other illegal income;
(IV) not to violate the provisions of these Articles of Association, lending the Company's funds to others or providing guarantees for others with the Company's property without the consent of the general meeting or the Board;	(IV) not to enter into any contract or transaction, directly or indirectly, with the Company without reporting to the Board or the general meeting and approval by a resolution of the Board or the general meeting in accordance with the provisions of the Articles of Association;
(V) not to enter into any contract or transaction with the Company in violation of the provisions of these Articles of Association or without the consent of general meeting;	(V) not to use the advantages of his/her position to obtain for himself/herself or for others business opportunities attributable to the Company, unless it has been reported to the Board or the general meeting and approved by a resolution of the general meeting, or the Company is forbidden to use such business opportunities in accordance with the provisions of laws, administrative regulations or the Articles of Association;
(VI) not to use the advantages of his/her office to appropriate for himself/herself or for others, business opportunities which rightly belong to the Company, operate a business for his own account or on behalf of others which is of the same type as the Company's business without the consent of the general meeting;	(VI) not to operate a business similar to that of the Company for his/her own account or on behalf of others without reporting to the Board or the general meeting and approval by a resolution of the general meeting;

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
(VII) not to accept commissions on transactions with the Company for their own benefit;	(VII) not to accept commissions from others on transactions with the Company for their own benefit;
(VIII) not to disclose secrets of the Company without authorization;	(VIII) not to disclose secrets of the Company without authorization;
(IX) not to use their connected relations to impair the interests of the Company;	(IX) not to use their connected relations to impair the interests of the Company;
(X) other obligations of loyalty stipulated by laws, administrative regulations, department rules and the Articles of Association.	(X) other obligations of loyalty stipulated by laws, administrative regulations, department rules and the Articles of Association.
The income obtained by the Directors in violation of the provisions of this Article shall belong to the Company; losses caused to the Company by such persons shall be indemnified by the same.	The income obtained by the Directors in violation of the provisions of this Article shall belong to the Company; losses caused to the Company by such persons shall be indemnified by the same.
	The provision of paragraph 2(IV) of this Article shall apply to the entering into of contracts or transactions with the Company by the close relatives of its Directors or senior management, enterprises directly or indirectly controlled by the Directors or senior management or their close relatives, and associates who have other related relationships with the Directors or senior management.

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 110 The Directors shall comply with the laws, administration regulations and these Articles of Association and shall fulfill the following obligations of diligence to the Company:	Article 111 In compliance with the laws, administration regulations and the Articles of Association, the Directors shall perform obligations of diligence to the Company and exercise the reasonable care normally expected of management personnel in the best interests of the Company in the performance of their duties. The Directors shall have the following obligations of diligence to the Company:
(I) to exercise the rights conferred by the Company prudently, conscientiously and diligently to ensure that the Company’s commercial acts comply with the requirements of national laws and administrative regulations and various national economic policies, and that its commercial activities do not exceed the scope of business specified in the business license;	(I) to exercise the rights conferred by the Company prudently, conscientiously and diligently to ensure that the Company’s commercial acts comply with the requirements of national laws and administrative regulations and various national economic policies, and that its commercial activities do not exceed the scope of business specified in the business license;
(II) to treat all shareholders fairly;	(II) to treat all shareholders fairly;
(III) to keep abreast of the Company’s business operation and management status;	(III) to keep abreast of the Company’s business operation and management status;
(IV) to ensure that the information disclosed by the Company is true, accurate and complete;	(IV) to ensure that the information disclosed by the Company is true, accurate and complete;
(V) to truthfully provide relevant information and materials to the Supervisory Committee and shall not impede the Supervisory Committee or supervisors in the exercise of their duties and powers;	(V) to truthfully provide relevant information and materials to the audit committee and shall not impede the audit committee in the exercise of their duties and powers;
(VI) Other obligations of diligence as stipulated by laws, administrative regulations, departmental rules and the Articles of Association.	(VI) other obligations of diligence as stipulated by laws, administrative regulations, departmental rules and the Articles of Association.

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 112 A Director may resign before the expiration of his/her term. The resignation of a Director shall be submitted to the Board in a written resignation report. The Board shall disclose the relevant information within two days.

If the resignation of a Director causes the number of the Company’s Board of Directors to be below the quorum, the former Director shall, before the newly elected Director takes office, still perform the duties of a Director in accordance with the provisions of laws, administrative regulations, departmental rules and the Articles of Association.

Except as provided in the preceding paragraph, the resignation of Directors shall come into force upon the delivery of the resignation report to the Board. | Article 113 A Director may resign before the expiration of his/her term. The resignation of a Director shall be submitted to the Board in a written resignation report. The Board shall disclose the relevant information within two days.

If the resignation of a Director causes the number of the members of the Company’s Board of Directors to be below the quorum, the former Director shall, before the newly elected Director takes office, still perform the duties of a Director in accordance with the provisions of laws, administrative regulations, departmental rules and the Articles of Association. |
| Article 113 When a Director’s resignation takes effect or his/her term of office expires, the Director shall complete all handover procedures with the Board, and his/her fiduciary duties to the Company and shareholders shall not be discharged after the termination of office, but shall remain valid within three years after his/her term of office.

The duty of confidentiality of Directors in relation to business secrets of the Company survives the termination of their tenure until such business secrets become public. The duration of other fiduciary duties shall be determined in accordance with principle of fairness, depending on the time lapse between the termination and the occurrence of the matter as well as the circumstances and conditions under which the relationship with the Company is terminated. | Article 114 When a Director’s resignation takes effect or his/her term of office expires, the Director shall complete all handover procedures with the Board, and his/her fiduciary duties to the Company and shareholders shall not be discharged after the termination of office, but shall remain valid within three years after his/her term of office. Responsibilities that should be undertaken by a Director in connection with his/her performance of duties during his/her term of office shall not be waived or terminated as a result of such departure.

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
	The general meeting may resolve to terminate the appointment of a Director, and the termination shall take effect on the date of the resolution.

If a Director is dismissed before the expiration of his/her term of office without a valid reason, the Director may request the Company to make compensation. |
| Article 115 A Director that violates laws, administrative regulations, departmental rules or the Articles of Association and causes losses to the Company in performing duties of the Company shall be liable for compensation. | Article 116 If a Director causes damages to others in performing duties for the Company, the Company shall be liable for compensation; and if such damages are out of the intent or gross negligence of the Director, he/she shall also be liable for compensation.

A Director that violates laws, administrative regulations, departmental rules or the Articles of Association and causes losses to the Company in performing duties of the Company shall be liable for compensation. |
| Article 121 The Company shall have a Board of Directors, which is accountable to the general meeting. | / |
| Article 122 The Board of Directors consists of nine Directors, including three independent Directors and one Director who is an employee representative. The Board of Directors shall have one chairman.

... | Article 122 The Board of Directors consists of nine Directors, including three independent non-executive Directors and one Director who is an employee representative. The Board of Directors shall have one chairman to be elected by more than half of all Directors of the Board.

... |

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 123 The Board of Directors shall exercise the following duties and powers:	Article 123 The Board of Directors shall exercise the following duties and powers:
(I) to convene general meetings and report to general meetings;	(I) to convene general meetings and report to general meetings;
(II) to implement the resolutions of the general meeting;	(II) to implement the resolutions of the general meeting;
(III) to determine business operation plans and investment plans of the Company;	(III) to determine the operation plans, investment plans, investment proposals and financing proposals of the Company;
(IV) to formulate the annual financial budget plans and final accounting plans of the Company;	(IV) to determine the annual financial budget plans of the Company;
(V) to formulate the profit distribution plans and loss recovery plans of the Company;	(V) to formulate the annual financial accounting plans of the Company;
(VI) to formulate plans of the Company regarding increase or reduction of the registered capital, issuance of bonds or other securities and listing;	(VI) to formulate the profit distribution plans and loss recovery plans of the Company;
(VII) to formulate plans for substantial acquisition, repurchase of the Company’s shares, or merger, division, dissolution and change of corporate form of the Company;	(VII) to formulate plans of the Company regarding increase or reduction of the registered capital, issuance of bonds or other securities and listing;
(VIII) to determine the matters such as external investment, acquisition and sale of assets, pledge of assets, external guarantee, entrusted wealth management, debt financing, connected transactions and external donations of the Company other than those matters that shall be considered and approved by the general meeting;	(VIII) to formulate plans for substantial acquisition, repurchase of the Company’s shares, or merger, division, dissolution and change of corporate form of the Company;
(IX) to determinate the structure of the Company’s internal management organization;	(IX) to determine the matters such as external investment, acquisition and sale of assets, pledge of assets, external guarantee, entrusted wealth management, debt financing, connected transactions and external donations of the Company other than those matters that shall be considered and approved by the general meeting;

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
(X) to appoint or dismiss the general manager and Secretary to the Board of the Company; to appoint or dismiss the deputy general manager and financial officer of the Company according to the nomination of the general manager, and to decide on matters of their remuneration, rewards and punishments;	(X) to determinate the structure of the Company's internal management organization;
(XI) to develop the basic management system of the Company;	(XI) to appoint or dismiss the general manager and Secretary to the Board of the Company; to appoint or dismiss the deputy general manager and financial officer of the Company according to the nomination of the general manager, and to decide on matters of their remuneration, rewards and punishments;
(XII) to formulate the amendment to the Articles of Association;	(XII) to develop the basic management system of the Company;
(XIII) to manage the information disclosure of the Company;	(XIII) to formulate the amendment to the Articles of Association;
(XIV) to propose to the general meeting to engage or replace the accounting firm that provides audits for the Company;	(XIV) to manage the information disclosure of the Company;
(XV) to debrief the work report of the general manager of the Company and check the works of the general manager;	(XV) to propose to the general meeting the engagement or replacement of the accounting firm that provides audits for the Company;
(XVI) other functions and powers granted by the laws, administrative regulations, departmental rules and the Articles of Association.	(XVI) to debrief the work report of the general manager of the Company and check the works of the general manager;
For matters resolved by the Board in the preceding paragraph, except for items (VI), (VII), (VIII) and (XII) which shall be approved by a vote of more than two-thirds of the Directors, the remaining items may be approved by a vote of more than half of the Directors.	(XVII) other functions and powers granted by the laws, administrative regulations, departmental rules and the Articles of Association.
Article 128 The Chairman of the Board shall be elected by more than half of votes casted by all Directors at the meeting of the Board for a term of three years, and eligible for re-election.	Article 128 The Chairman of the Board shall serve for a term of three years, and eligible for re-election.

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 131 The Board shall hold at least two meetings each year, which shall be convened by the Chairman and notified to all the Directors and supervisors 10 days prior to the meeting in writing.	Article 131 The Board shall hold at least two meetings each year, which shall be convened by the Chairman and notified to all the Directors 14 days prior to the meeting in writing.
Article 132 Shareholders representing more than one-tenth of the voting rights, and more than one-third of the Directors or Supervisory Committee may propose an interim Board meeting. The Chairman of the Board shall convene and preside over a Board meeting within ten days after receiving the proposal.	Article 132 Shareholders representing more than one-tenth of the voting rights, and more than one-third of the Directors or the audit committee may propose an interim Board meeting. The Chairman of the Board shall convene and preside over a Board meeting within ten days after receiving the proposal.
Article 133 The notice of interim board meeting held by the Board shall be served by hand, email or facsimile; the notice period shall be 5 days before the date of the meeting.	Article 133 The notice of interim board meeting held by the Board shall be served by hand, email or facsimile; the notice period shall be five days before the date of the meeting.
Article 136 Where a Director is affiliated with the enterprise involved in the resolution of the Board meeting, he/she shall not exercise the right to vote on the resolution, nor shall he/she exercise the right to vote on behalf of another Director. The Board meeting can be held by more than half of the uninterested Directors. The resolutions of the Board meeting shall be adopted by more than half of the uninterested Directors. If the number of uninterested Directors present at the Board meeting is less than three, the matter shall be submitted to the general meeting for consideration.	Article 136 Where a Director is connected to the enterprise or individual involved in the resolution of the Board meeting, he/she shall immediately report to the Board of Directors in writing. A connected Director shall not exercise the right to vote on the resolution, nor shall he/she exercise the right to vote on behalf of another Director. The Board meeting can be held by more than half of the uninterested Directors. The resolutions of the Board meeting shall be adopted by more than half of the uninterested Directors. If the number of uninterested Directors present at the Board meeting is less than three, the matter shall be submitted to the general meeting for consideration.

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 138 Directors shall attend meetings of the Board in person. In the event of a Director is unable to attend a meeting in person for any reason, he/she may appoint in writing another Director to attend the meeting on his/her behalf. The power of attorney shall contain the name of proxy, subject matters of representation, the scope of the authorisation and validity, and signed or sealed by the appointer. The proxy shall exercise the rights of a Director within the scope of the authorisation. A Director failing to attend the Board meeting in person or by proxy shall be deemed as having waived his/her voting rights at such meeting.

Original articles

Amended articles

Article 138 Directors shall attend meetings of the Board in person. In the event of a Director is unable to attend a meeting in person for any reason, he/she may appoint in writing another Director to attend the meeting on his/her behalf. The power of attorney shall contain the name of proxy, subject matters of representation, the scope of the authorisation and validity, and signed or sealed by the appointer. The proxy shall exercise the rights of a Director within the scope of the authorisation. A Director failing to attend the Board meeting in person or by proxy shall be deemed as having waived his/her voting rights at such meeting.

Supervisors may attend meetings of the Board. The general manager and the secretary to the Board, if they do not concurrently serve as Directors, shall attend meetings of the Board. When he/she deems it necessary, the meeting convener may notify other relevant persons to attend the meeting of the Board. | Article 138 Directors shall attend meetings of the Board in person. In the event of a Director is unable to attend a meeting in person for any reason, he/she may appoint in writing another Director to attend the meeting on his/her behalf. The power of attorney shall contain the name of proxy, subject matters of representation, the scope of the authorisation and validity, and signed or sealed by the appointer. The proxy shall exercise the rights of a Director within the scope of the authorisation. A Director failing to attend the Board meeting in person or by proxy shall be deemed as having waived his/her voting rights at such meeting.

The general manager and the secretary to the Board, if they do not concurrently serve as Directors, shall attend meetings of the Board. When he/she deems it necessary, the meeting convener may notify other relevant persons to attend the meeting of the Board. |
| Article 142 Where necessary, the Board establishes three special committees, including the nomination committee, audit committee and remuneration committee, to provide advice and suggestions for the material decisions of the Board and the exercise of duties by the Chairman of the Board within the scope of authorisation of the Board. The Board may establish other special committees as required. The Board shall formulate separate terms of reference for each of the special committees of the Board to determine the composition, duties and procedures of meetings of such special committees. These special committees shall not make any decision in the name of the Board. However, the committees may exercise the right to make decision in respect of the authorised matters according to the special authorisation of the Board. | Article 142 Where necessary, the Board establishes three special committees, including the nomination committee, audit committee and remuneration committee, to provide advice and suggestions for the material decisions of the Board and the exercise of duties by the Chairman of the Board within the scope of authorisation of the Board. Among other things, the audit committee is required to exercise the duties and powers of the Supervisory Committee under the Company Law. The Board may establish other special committees as required. The Board shall develop separate terms of reference for each of the special committees of the Board to determine the composition, duties and procedures of meetings of such special committees. These special committees shall not make any decision in the name of the Board. However, the committees may exercise the right to make decision in respect of the authorised matters according to the special authorisation of the Board. |

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 144 ...

(I) to prepare and deliver reports and documents issued by the Board and general meetings as required by competent authorities;

(II) to prepare and deliver reports and documents of the Board and general meetings;

(III) to prepare the Board meeting and general meetings according to legal procedures, attend the Board meeting and take minutes, and sign on the minutes of meeting to ensure its accuracy;

...

(VI) to be responsible for keeping the register of the shareholders, the register of Directors, the materials on the holding of shares by substantial shareholders and Directors, and the seals of the Board, and keeping documents and minutes of the Board of the Company and general meetings;

(VII) to help Directors, supervisors, senior management members of the Company to understand their responsibilities conferred by laws, regulations, the Articles of Association and regulations;

(VIII) to assist the Board in exercising its powers legally, and where the resolution of the Board violates the laws and regulations, the Articles of Association and relevant stipulations, raise a timely objection, and if the Board insists on making such resolution, take minutes about such situation and submit it immediately to all the Directors and supervisors of the Company;

... | Article 144 ...

(I) to prepare and deliver reports and documents issued by the Board and general meetings as required by competent authorities;

(II) to prepare and deliver reports and documents of the Board and general meetings;

(III) to prepare the Board meeting and general meetings according to legal procedures, attend the Board meeting and take minutes, and sign on the minutes of meeting to ensure its accuracy;

...

(VII) to help Directors and senior management members of the Company to understand their responsibilities conferred by laws, regulations, the Articles of Association and regulations;

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 146 Article 107 of the Articles of Association concerning the circumstances under which a person may not serve as a director shall also apply to the senior management.

The provisions of Article 109 of these Articles of Association concerning the obligations of loyalty of directors and the provisions of Article 110 (IV), (V) and (VI) concerning the obligations of diligence shall also apply to senior management. | Article 146 Article 108 of the Articles of Association concerning the circumstances under which a person may not serve as a Director shall also apply to the senior management.

The provisions of Article 110 concerning the obligations of loyalty and Article 111 concerning the obligations of diligence of these Articles of Association shall also apply to senior management. |
| Article 147 Staff of the controlling shareholder and actual controller of the Company and other related parties who serve administrative positions other than Directors and supervisors, shall not serve as senior management of the Company.

... | Article 147 Staff of the controlling shareholder and actual controller of the Company and other related parties who serve administrative positions other than Directors shall not serve as senior management of the Company.

... |
| Article 149 ...

(VII) to decide on the appointment or dismissal of management personnel other than those to be engaged or dismissed by the Board;

... | Article 149 ...

(VII) to decide on the appointment or dismissal of management personnel other than those to be engaged or dismissed by the Board;

... |
| Article 151 ...

(III) the Company’s use of funds and assets, the authority to enter into major contracts, and the reporting system to the Board of Directors and Supervisory Committee;

... | Article 151 ...

III the Company’s use of funds and assets, the authority to enter into major contracts, and the reporting system to the Board of Directors;

... |
| Article 154 Article 107 of the Articles of Association regarding the circumstances under which a person may not serve as a Director shall also apply to Supervisors.

Directors and senior management members shall not concurrently serve as supervisors. | / |

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 155 Supervisors shall comply with the laws, administrative regulations and the Articles of Association, and shall be obligated to the Company in terms of loyalty and diligence. They shall not take advantage of his/her authority to accept bribes or other illegal income, and shall not misappropriate the property of the Company.	/
Article 156 Shareholder representative supervisors shall be elected or replaced at general meetings, and employee representative supervisors shall be elected or replaced through democratic election by the employees of the Company. Supervisors shall serve terms of three years. Upon expiration of their term, supervisors may serve consecutive terms if re-elected.	/
Article 157 Supervisors may not be removed from their positions without cause before the expiration of their term of office.
Supervisors may resign before the expiration of their term of office, and they shall submit a written resignation report to the Supervisory Committee.	/
Article 158 Where no reelection is conducted in time before the expiration of the term of office of a supervisor, or the number of the supervisors in the Supervisory Committee of the Company is less than the statutory number due to the resignation of a supervisor within his/her term of office, the existing supervisor shall, before the supervisor re-elected takes office, continue to perform his/her duty as a supervisor in accordance with laws, administrative regulations, and the Articles of Association.	/
Article 159 A supervisor shall ensure that the information disclosed by the Company is true, accurate and complete.	/
Article 160 The supervisor may attend the Board meeting and make inquiries or suggestions on the proposals of the Board.	/

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 161 The supervisors shall not use their connected relationships to impair the interests of the Company; in the event of causing losses to the Company, the supervisor shall be liable for compensation.	/
Article 162 If a supervisor violates laws, administrative regulations, departmental rules and the Articles of Association while performing his/her duties and causes losses to the Company, he/she shall be liable for compensation.	/
Article 163 The Company shall have a Supervisory Committee, which shall consist of three supervisors. The Supervisory Committee shall have one chairman, whose appointment and dismissal shall be subject to the affirmative vote of more than half of the members of the Supervisory Committee. The Chairman of the Supervisory Committee shall convene and chair the meetings of Supervisory Committee; where the Chairman of Supervisory Committee cannot or does not fulfill the duty thereof, more than half of the supervisors may elect a supervisor to convene and chair the meetings of Supervisory Committee.

The Supervisory Committee shall comprise the shareholder representative and an appropriate ratio of the employee representative of the Company, including two shareholder representative supervisors and one employee representative supervisor. The employee representative of Supervisory Committee shall be elected by staff of the Company at its employee representative meeting of the Company or through democratic election. | / |

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 164 The Supervisory Committee shall exercise the following functions and powers:
(I) to review the regular reports of the Company prepared by the Board and to submit written review opinions thereon;
(II) to check the finance of the Company;
(III) to supervise the Directors and senior management members in the performance of their duties and to propose the removal of Directors or senior management members who violate laws, administrative regulations or the Articles of Association or resolutions of the general meeting;
(IV) if an act of a Director and senior management member is detrimental to the Company’s interests, to require him or her to correct such act;
(V) to propose the holding of extraordinary general meetings and, in the event that the Board fails to perform its duty of convening and presiding over a general meeting and to convene and preside over such a meeting in accordance with the Company Law;
(VI) to submit proposals to the general meetings;
(VII) to sue Directors or senior management members in accordance with Article 151 of the Company Law;
(VIII) to conduct investigation if there is any unusual circumstances in the Company’s operations; and if necessary, to engage accounting firms, law firms or other professional institutions to assist in their work at the expense of the Company;
(IX) other functions and powers as stipulated by laws, administrative regulations, the listing rules and the Articles of Associations.

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 165 Regular meetings of the Supervisory Committee shall be held at least once every six months. Supervisors may propose to convene an extraordinary meeting of the Supervisory Committee. The resolutions of the Supervisory Committee shall be passed by more than half of the members of the Supervisory Committee.

In convening the regular or extraordinary meetings of the Supervisory Committee, the staff member of the Supervisory Committee shall give a written notice of the meeting a reasonable period before the meeting date. The notice of meeting shall be given to all supervisors by hand, facsimile, email or other means. If a notice is not given by hand, a subsequent telephone call shall be made for confirmation and corresponding records shall be made.

The Supervisory Committee may hold an extraordinary general meeting and make resolutions by means of communication or facsimile and signed by the supervisors participating the meeting, provided that the supervisors have fully expressed their opinions. | / |
| Article 166 The Supervisory Committee shall formulate the Rules of Procedure for the Supervisory Committee, which shall specify the discussion methods and voting procedures of the Supervisory Committee so as to ensure the efficiency of work and scientificity of the decisions of the Supervisory Committee. The Rules of Procedure for the Supervisory Committee shall be formulated by the Supervisory Committee and approved by the general meeting. | / |

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 167 The Supervisory Committee shall record the decisions of all matters considered at the meeting into the meeting minutes. Participating supervisors shall sign on the meeting minutes.

A supervisor is entitled to request for some descriptive record to be made with regard to his/her speech in the meeting. The minutes of Supervisory Committee meetings shall be kept in corporate archives for a period of no less than ten years. | / |
| Article 168 The notice of a meeting of Supervisory Committee shall contain the following:

(I) date, place and duration for convening the meeting;

(II) reason for convening the meeting and agenda thereof;

(III) date of issue of notice. | / |
| Article 173 The financial reports of the Company shall be made available for inspection at the Company by shareholders 20 days prior to an annual general meeting. Each shareholder of the Company shall have the right to obtain a copy of the financial reports referred to in this chapter.

The Company shall send the aforesaid report or the report of the Board together with the balance sheet no later than 21 days prior to an annual general meeting ... | Article 158 The financial reports of the Company shall be made available for inspection at the Company by shareholders 20 days prior to an annual general meeting. Each shareholder of the Company shall have the right to obtain a copy of the financial reports referred to in this chapter.

The Company shall send the aforesaid report or the report of the Board together with the balance sheet no later than 21 days prior to an annual general meeting ... |

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 174 The financial statements of the Company shall be prepared not only in accordance with China's accounting standards, laws and regulations but also in accordance with international accounting standards or the accounting standards of the overseas places where shares of the Company are listed. If there are any major differences in the financial statements prepared in accordance with these two sets of accounting standards, such differences shall be stated in notes appended to such financial statements. For purposes of the Company's distribution of after-tax profits in a given fiscal year, the smaller amount of after-tax profits shown in the above-mentioned two kinds of financial statements shall apply.	/
Article 175 The interim results or financial information published or disclosed by the Company shall be prepared not only in accordance with China's accounting standards, laws and regulations but also in accordance with international accounting standards or the accounting standards of the overseas places where shares of the Company are listed.	/
Article 176 The Company will not set up any other accounting books except for the legal accounting books. The assets of the Company shall not be deposited into an account established in the name of any individual.	Article 159 The Company shall not set up any other accounting books except for the legal accounting books. The funds of the Company shall not be deposited into an account established in the name of any individual.
Article 177 The capital reserve fund consists of the following:
(I) the premium from the issuance of shares in excess of their par value;
(II) other income to be included in the capital reserve fund as stipulated by the competent financial department of the State Council.	/

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 178 ...

After withdrawing the statutory common reserve fund from the after-tax profit by the Company, the discretionary reserve may be withdrawn from the after-tax profit with the approval from the general meeting.

...

If the general meeting violates the preceding paragraph and distributes profits to shareholders before the Company recovers losses and withdraws statutory common reserve fund, the shareholders shall return the profits distributed in violation of the provisions to the Company.

... | Article 160 ...

...

If the general meeting violates the Company Law and distributes profits to shareholders, the shareholders shall return the profits distributed in violation of the provisions to the Company; and in the event of any loss caused to the Company, the shareholders and the relevant Directors and senior management shall be liable for compensation.

... |
| Article 179 The Company’s common reserves shall be used to make up the Company’s losses, to expand the Company’s production and operations or, through conversion into capital, to increase the Company’s capital. However, the capital common reserve will not be used to make up the Company’s losses.

When funds in the statutory common reserve are converted into capital, the funds remaining in such reserve will not be less than 25% of the Company’s registered capital before the conversion. | Article 161 The Company’s common reserves shall be used to make up the Company’s losses, to expand the Company’s production and operations or, through conversion into capital, to increase the Company’s registered capital.

In the case of making up the Company’s losses, the discretionary common reserve and legal common reserve shall be utilized firstly; and, if any shortfall, the capital common reserve may be utilized in accordance with the regulations.

When funds in the statutory common reserve are converted into capital, the funds remaining in such reserve will not be less than 25% of the Company’s registered capital before the conversion. |

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 181 ...

The collection agents appointed by the Company shall meet the requirements of the laws of the place(s), or the relevant regulations of the securities exchange(s), where the shares are listed.

The collection agent appointed by the Company for shareholders of the overseas listed foreign shares listed on Hong Kong Stock Exchange shall be a trust company registered under the Trustee Ordinance of Hong Kong.

On the premise of abiding by the laws of China, the Company may exercise the right to confiscate the unclaimed dividends, but the right can only be exercised after the expiration of the applicable restriction period.

The Company shall have the right to terminate the sending of dividend warrants by post to the holders of certain overseas listed foreign shares, provided that the Company shall not exercise this right until the dividend warrants have been undrawn for two consecutive times. However, the Company may exercise this right if the dividend warrant is returned for it is undelivered to the recipient by the initial mailing.

The Company shall have the right to sell the shares of the shareholders of the overseas listed foreign shares that cannot be contacted in such manner as the board of Directors deems appropriate, subject to the following conditions:

(I) the Company shall have paid at least three dividends in respect of such shares in a period of twelve years and no dividend shall have been claimed during such period;

(II) after the expiry of the 12-year period, the Company places an advertisement in a newspaper in the place where the Company is listed stating its intention to sell the shares and notifies the Hong Kong Stock Exchange of such intention. | Article 163 ...

The collection agents appointed by the Company shall meet the requirements of the laws of the place(s), or the relevant regulations of the securities exchange(s), where the shares are listed. |

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 184 When a resolution is made by the general meeting on the profit distribution scheme, the Board shall complete the dividend (or share) distribution in three months after the general meeting.	Article 166 When a resolution is made by the general meeting on the profit distribution scheme, or a resolution is made by the Board on the interim profit distribution scheme for the following year in accordance with the authorization of the general meeting, the Company shall complete the dividend (or share) distribution in three months after the resolution being made on profit distribution.
Article 188 The Company shall implement the internal audit system and appoint fulltime auditors to supervise its financial revenues and expenditures and economic activities through internal audit.	Article 170 The Company shall implement the internal audit system, which specifies the leadership mechanism, responsibility and authority, staffing, financial security, use of audit results and accountability in respect of internal audit work.
Article 189 The Company’s internal audit system and the duties of the auditors shall be implemented upon the approval of the Board. The chief auditor shall be accountable and report to the Board.	Article 171 The Company’s internal audit system shall be implemented upon the approval of the Board.
/	Article 172 The internal audit organization of the Company supervises and inspects the business activities, risk management, internal control, financial information and other matters of the Company.
/	Article 173 The internal audit organization shall be responsible to the Board of Directors.
The internal audit organization shall be subject to the supervision and instruction of the audit committee in the course of supervision and inspection of the business activities, risk management, internal control and financial information of the Company. If any material issues or clues identified, the internal audit organization shall report immediately and directly to the audit committee.

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
/	Article 174 When the audit committee communicates with external auditors such as accounting firms and national audit organizations, the internal audit organization shall actively cooperate and provide necessary support and collaboration.
/	Article 175 The audit committee participates in the evaluation of the head of internal audit.
Article 191 Employing and dismissing an accounting firm for the Company shall be decided by the majority of shareholders or by other organization independent of the Board. The Board shall not appoint an accounting firm before a general meeting is held. The term of office of an accounting firm employed by the Company shall be from the time of consideration and approval by the current annual general meeting of the Company until the end of the next annual general meeting.	Article 177 Employing and dismissing an accounting firm for the Company shall be decided by a majority of shareholders. The Board shall not appoint an accounting firm before a general meeting is held. The term of office of an accounting firm employed by the Company shall be from the time of consideration and approval by the current annual general meeting of the Company until the end of the next annual general meeting.
Article 198 In the case of a merger, parties to the merger shall execute a merger agreement, and shall prepare the balance sheets and a schedule of assets. The Company shall notify its creditors within 10 days from the date of making the merger resolution, and make an announcement in a newspaper within 30 days. Creditors may require the Company to pay off debts or provide corresponding guarantees within 30 days from the date of receiving the announcement or within 45 days from the date of announcement if they fail to receive it.

In the event of a merger of companies, the debts and liabilities of the merging parties shall be inherited by the surviving company or the new company established after the merger. | Article 184 In the case of a merger, parties to the merger shall execute a merger agreement, and shall prepare the balance sheets and a schedule of assets. The Company shall notify its creditors within 10 days from the date of making the merger resolution, and make an announcement in a newspaper or on the National Enterprise Credit Information Publicity System within 30 days. Creditors may require the Company to pay off debts or provide corresponding guarantees within 30 days from the date of receiving the announcement or within 45 days from the date of announcement if they fail to receive it.

In the event of a merger of companies, the debts and liabilities of the merging parties shall be inherited by the surviving company or the new company established after the merger. |

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 199 If the Company is to be divided, its property shall be divided accordingly.

For the division of the Company, a balance sheet and a list of assets shall be prepared. The Company shall notify its creditors within 10 days from the date of making the resolution on division, and make an announcement in newspapers within 30 days. | Article 185 If the Company is to be divided, its property shall be divided accordingly.

For the division of the Company, a balance sheet and a list of assets shall be prepared. The Company shall notify its creditors within ten days from the date of making the resolution on division, and make an announcement in newspapers or on the National Enterprise Credit Information Publicity System within 30 days. |
| Article 201 In case of reduction of registered capital of the Company, the Company shall prepare a balance sheet and a property list.

The Company shall notify its creditors within 10 days from the date of adoption of a resolution to reduce its registered capital, and make an announcement in newspapers within 30 days. The creditors shall, within 30 days since the date of receiving a written notice or within 45 days since the date of the first public announcement for those who have not received a written notice, be entitled to require the Company to pay off its debts in full or to provide a corresponding guarantee.

The registered capital of the Company following the reduction of registered capital shall not fall below the minimum statutory requirement. | Article 187 The Company shall prepare a balance sheet and a property list for any reduction of registered capital.

The Company shall notify its creditors within 10 days from the date of adoption of a resolution to reduce its registered capital, and make an announcement in newspapers or on the National Enterprise Credit Information Publicity System within 30 days. The creditors shall, within 30 days since the date of receiving a notice or within 45 days since the date of the first public announcement for those who have not received a notice, be entitled to require the Company to pay off its debts in full or to provide a corresponding guarantee.

The Company shall reduce its registered capital by reducing the amount of capital contribution or shares according to the proportion of shares held by the shareholders, unless otherwise provided by laws or these Articles of Association. |

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 203 The Company shall be dissolved for the following circumstances:

(I) the term of operation set out in the Articles of Association expires or the occurrence of other causes of dissolution set out in the Articles of Association;

(II) the general meeting resolves to dissolve the Company;

(III) dissolution is required due to merger or division of the Company;

(IV) the Company is revoked of business license, ordered to close or canceled according to law;

(V) in the event of serious difficulties in the operation and management of the Company, and the continued existence of which will cause significant losses to the interests of shareholders and cannot be resolved through other means, shareholders who hold more than 10% of the voting rights of all shareholders of the Company may request the People’s Court to dissolve the Company. | Article 189 The Company shall be dissolved for the following circumstances:

(I) the term of operation set out in the Articles of Association expires or the occurrence of other causes of dissolution set out in the Articles of Association;

(II) the general meeting resolves to dissolve the Company;

(III) dissolution is required due to merger or division of the Company;

(IV) the Company is revoked of business license, ordered to close or canceled according to law;

(V) in the event of serious difficulties in the operation and management of the Company, and the continued existence of which will cause significant losses to the interests of shareholders and cannot be resolved through other means, shareholders who hold more than 10% of the voting rights of the Company may request the People’s Court to dissolve the Company.

If any cause of dissolution stipulated in the preceding paragraph arises, the Company shall make an announcement on the reason for dissolution on the National Enterprise Credit Information Publicity System with ten days. |
| Article 204 If the Company falls under the circumstance specified in Item (I) of Article 203 of the Articles of Association, it may continue to exist by amending the Articles of Association.

Amendments to the Articles of Association in accordance with the provisions of the preceding paragraph shall be approved by more than 2/3 of the voting rights held by the shareholders attending the general meeting. | Article 190 If the Company falls under the circumstances (I) and (II) of Article 189 of the Articles of Association and has not distributed its property to shareholders, it may continue to exist by amending the Articles of Association or by a resolution of the general meeting.

Any amendment to the Articles of Association or resolution of the general meeting made in accordance with the provisions of the preceding paragraph shall be approved by more than 2/3 of the voting rights held by the shareholders attending the general meeting. |

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles

Amended articles

Article 205 If the Company is dissolved under paragraphs (II), (IV) and (V) of Article 203, a liquidation committee shall be set up, which shall start liquidation within 15 days from the date of occurrence of the cause for dissolution. The members of such liquidation committee shall be determined by the Directors or the general meeting. If the liquidation committee is not established within the prescribed period, the creditors can submit application to the People’s Court to appoint the relevant officers to establish the liquidation committee to carry out the liquidation.

Article 191 If the Company is dissolved as a result of the provisions (I), (II), (IV) and (V) of Article 189 of the Articles of Association, it shall be liquidated. The Directors, as the obligor of the Company’s liquidation, shall form a liquidation committee to carry out the liquidation within 15 days from the date when the cause of dissolution arises.

The liquidation committee shall comprise the Directors, unless otherwise provided for in the Articles of Association or the general meeting resolves to elect another person.

If the liquidation obligor fails to fulfill its liquidation obligations in time and causes losses to the Company or creditors, it shall be liable for compensation. |
| Article 206 ...

(VI) dealing with the remaining assets after full payment of the Company’s debts;

... | Article 192 ...

(VI) distributing the remaining assets after full payment of the Company’s debts;

... |
| Article 207 The liquidation committee shall notify its creditors within a period of 10 days since the date it is established, and publish relevant announcements on in newspaper within 60 days. Creditors shall, within 30 days since the date of receiving the notice, or creditors who do not receive the notice shall, within 45 days since the date of the public announcement, report their creditors’ rights to the liquidation committee. | Article 193 The liquidation committee shall notify the creditors within ten days from the date it is established, and publish relevant announcements in newspapers or on the National Enterprise Credit Information Publicity System within 60 days. Creditors shall, within 30 days since the date of receiving the notice, or creditors who do not receive the notice shall, within 45 days from the date of the announcement, report their creditors’ rights to the liquidation committee.

... |

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 208 After the liquidation committee has thoroughly examined the Company's assets and prepared a balance sheet and schedule of assets, it shall formulate a liquidation plan and submit such plan to the general meeting or the People's Court for confirmation.	Article 194 After the liquidation committee has thoroughly examined the Company's assets and prepared a balance sheet and schedule of assets, it shall formulate a liquidation plan and submit such plan to the general meeting or the People's Court for confirmation.
Article 209 If the liquidation committee, having thoroughly examined the Company's property and prepared a balance sheet and schedule of assets, discovers that the Company's property is insufficient to pay its debts in full, it shall immediately apply to the People's Court for a declaration of bankruptcy.

After the People's Court has ruled for the Company to declare itself bankrupt, the Company's liquidation committee shall refer the liquidation matters to the People's Court. | Article 195 If the liquidation committee, having thoroughly examined the Company's property and prepared a balance sheet and schedule of assets, discovers that the Company's property is insufficient to pay its debts in full, it shall immediately apply to the People's Court for bankruptcy and liquidation in accordance with the laws.

After the People's Court accepts the application of the Company for bankruptcy, the Company's liquidation committee shall refer the liquidation matters to the bankruptcy administrator appointed by the People's Court. |
| Article 211 Members of the liquidation committee shall be faithful to their duties and fulfill their liquidation obligations in accordance with the law.

Members of the liquidation committee shall not take advantage of his/her authority to accept bribes or other illegal income, and shall not misappropriate the property of the Company.

Members of the liquidation committee who cause losses to the Company or creditors due to intentional or gross negligence shall be liable for compensation. | Article 197 Members of the liquidation committee shall be obliged to perform their liquidation obligations with loyalty and diligence.

Members of the liquidation committee who are negligent in performing their liquidation obligations and cause losses to the Company shall be liable for compensation; or who cause losses to the Company or creditors due to intentional or gross negligence shall be liable for compensation. |

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 213 The Company shall amend the Articles of Association under any of the following circumstances:

(I) after the PRC Company Law or relevant laws and administrative regulations are amended, the provisions of the Articles of Association are in conflict with the provisions of the amended ones;

(II) there has been a change to the Company, resulting in inconsistency with the contents in the Articles of Association;

(III) the general meeting decides to amend the Articles of Association. | Article 199 The Company will amend the Articles of Association under any of the following circumstances:

(I) after the PRC Company Law or relevant laws and administrative regulations are amended, the provisions of the Articles of Association are in conflict with the provisions of the amended ones;

(II) there has been a change to the Company, resulting in inconsistency with the contents in the Articles of Association;

(III) the general meeting decides to amend the Articles of Association. |
| Article 218 ...

If a notice of the Company is sent by mail, the date of service shall be the 5th business day after the date of delivery to the post office.

If the notice of the Company is delivered by fax, the date of service shall be the 2nd business day after the fax is sent, and the date of fax delivery shall be the date shown on the fax report form.

If the notice of the Company is sent by email or website publication, the date of service shall be the sending date.

Where a notice of the Company is sent by way of announcement, the date of publication of the first announcement shall be the date of service, provided that the relevant announcement shall be published in the newspapers and periodicals meeting the relevant provisions or sent in the manner prescribed in Article 203 of the Articles of Association. | Article 204 ...

If a notice of the Company is sent by mail, the date of service shall be the fifth business day after the date of delivery to the post office.

If the notice of the Company is delivered by fax, the date of service shall be the second business day after the fax is sent, and the date of fax delivery shall be the date shown on the fax report form.

If the notice of the Company is sent by email or website publication, the date of service shall be the sending date.

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APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original articles	Amended articles
Article 221 ...

(III) the term “connected relationship” refers to the relationship between the controlling shareholders, actual controllers, Directors, supervisors and senior management of the Company and the enterprise directly or indirectly controlled by the Company, and other relationships that may lead to the transfer of interests of the Company, provided that the state-controlled enterprises are not connected simply because they are controlled by the state.

... | Article 207 ...

(III) the term “connected relationship” refers to the relationship between the controlling shareholders, actual controllers, Directors and senior management of the Company and the enterprise directly or indirectly controlled by the Company, and other relationships that may lead to the transfer of interests of the Company, provided that the state-controlled enterprises are not connected simply because they are controlled by the state.

... |
| Article 222 The Board may formulate the Articles in accordance with the provisions of the Articles of Association. The Articles shall not contradict the provisions of the Articles of Association. | Article 208 The Board may develop the Articles in accordance with the provisions of the Articles of Association. The Articles shall not contradict the provisions of the Articles of Association. |
| Article 224 Terms of “not less than”, “within”, “not more than” used in these Articles of Association shall include the number itself; while “less than”, “over”, “below” and “more than” shall exclude the number itself. | Article 210 Terms of “not less than”, “within” used in these Articles of Association shall include the number itself; while “over”, “beyond”, “below” and “more than” shall exclude the number itself. |

The proposed amendments to the Articles of Association are prepared in Chinese and the English version is therefore a translation only. In the event of any discrepancy between the English translation and the Chinese version of the Articles of Association, the Chinese version shall prevail.

APPENDIX V

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR GENERAL MEETINGS

Details of the proposed amendments to the Rules of Procedures for General Meetings are as follows:

Comparison Table of Amendments to the Rules of Procedures for General Meetings of Deewin Tianxia Co., Ltd

All references to 股東大會 in the original Chinese version of the Rules of Procedures for General Meetings have been changed to 股東會, which has no effect on the English version.

In addition to the table below, if the serial numbering of the articles is changed due to the addition, deletion and arrangement of certain articles, the serial numbering of the articles in the amended Rules of Procedures for General Meetings shall be changed or decreased accordingly, and the serial numbering of the articles involved in cross-references shall be adjusted accordingly.

Original articles	Amended articles
Article 1 In order to safeguard the legitimate rights and interests of all shareholders, to regulate the conduct of Deewin Tianxia Co., Ltd (the “Company”), and to ensure that the general meeting of the Company operates in a standardized and efficient manner, ...
The Rules shall apply to the general meeting and shall be binding on the Company, all shareholders, shareholders’ authorized proxies, directors, supervisors, general manager and other senior management of the Company, and other relevant persons attending the general meeting.	Article 1 In order to safeguard the legitimate rights and interests of all shareholders, to regulate the conduct of Deewin Tianxia Co., Ltd (the “Company”), and to ensure that the general meeting of the Company operates in a standardized and efficient manner, ...
The Rules shall apply to the general meeting and shall be binding on the Company, all shareholders, shareholders’ authorized proxies, directors and senior management of the Company, and other relevant persons attending the general meeting.

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APPENDIX V

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR GENERAL MEETINGS

Original articles	Amended articles
Article 2 The general meeting shall be composed of all the shareholders of the Company and shall be the supreme authority of the Company, exercising all the powers and functions stipulated in the law and the Articles of Association in accordance with the law, and no organization or individual shall unlawfully interfere with the shareholders' disposition of their own rights.	Article 2 The general meeting shall be composed of all the shareholders of the Company and shall be the authority of the Company, exercising all the powers and functions stipulated in the law and the Articles of Association in accordance with the law, and no organization or individual shall unlawfully interfere with the shareholders' disposition of their own rights.
The Company shall convene general meetings in strict accordance with the relevant provisions of the laws, administrative regulations, the Articles of Association and the Rules to ensure that shareholders are able to exercise their rights in accordance with the law. Shareholders and shareholders' authorized proxies attending a general meeting shall comply with the relevant laws and regulations, the Articles of Association and the Rules, and voluntarily safeguard the order of the meeting, and shall not infringe upon the legitimate rights and interests of other shareholders.	The Company shall convene general meetings in strict accordance with the relevant provisions of the laws, administrative regulations, the Articles of Association and the Rules to ensure that shareholders are able to exercise their rights in accordance with the law. Shareholders and shareholders' authorized proxies attending a general meeting shall comply with the relevant laws and regulations, the Articles of Association and the Rules, and voluntarily safeguard the order of the meeting, and shall not infringe upon the legitimate rights and interests of other shareholders.
The Board of Directors of the Company shall perform its duties diligently by organizing general meetings in a serious and timely manner. All directors of the Company shall exercise due diligence to ensure that general meetings are convened normally and that they exercise their powers and duties in accordance with the law.	The Board of Directors of the Company shall perform its duties diligently by organizing general meetings in a serious and timely manner. All directors of the Company shall exercise due diligence to ensure that general meetings are convened normally and that they exercise their powers and duties in accordance with the law.

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APPENDIX V

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR GENERAL MEETINGS

Original articles	Amended articles
Article 3 The general meeting shall be the authority of the Company and shall exercise the following powers and functions in accordance with the law:	Article 3 The general meeting shall be the authority of the Company and shall exercise the following powers and functions in accordance with the law:
(I) to decide on the business policy and investment plan of the Company;	(I) to elect and replace directors who are not employee representatives, and to decide on matters relating to their remuneration;
(II) to elect and replace directors and supervisors who are not employee representatives, and to decide on matters relating to their remuneration;	(II) to consider and approve the report of the Board of Directors;
(III) to consider and approve the report of the Board of Directors;	(III) to consider and approve the annual financial accounting plans of the Company;
(IV) to consider and approve the report of the Supervisory Committee;	(IV) to consider and approve the Company’s profit distribution plan and loss recovery plan;
(V) to consider and approve the annual financial budget plans and accounting plans of the Company;	(V) to make resolutions on the increase or reduction of the registered capital of the Company;
(VI) to consider and approve the Company’s profit distribution plan and loss recovery plan;	(VI) to make resolutions on the issuance of shares and bonds of the Company;
(VII) to make resolutions on the increase or reduction of the registered capital of the Company;	(VII) to make resolutions on the matters such as the merger, division, dissolution, liquidation or change in the organizational form of the Company;
(VIII) to make resolutions on the issuance of shares and bonds of the Company;	(VIII) to amend the Articles of Association;
(IX) to make resolutions on the matters such as the merger, division, dissolution, liquidation or change in the organizational form of the Company;	(IX) to make resolutions on the engagement or removal of the accounting firm that undertakes the Company’s auditing business;
(X) to amend the Articles of Association;	(X) to review the major external guarantees of the Company;
(XI) to make resolutions on the engagement or removal of the accounting firm;	(XI) to consider the Company’s purchase or disposal of major assets within one year of an aggregate value exceeding 30% of the latest audited total assets of the Company;
(XII) to review the major external guarantees of the Company;	(XII) to consider and approve the change of use of proceeds;

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APPENDIX V

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR GENERAL MEETINGS

Original articles	Amended articles
(XIII) to consider the Company’s purchase or disposal of major assets within one year of an aggregate value exceeding 30% of the latest audited total assets of the Company;	(XIII) to consider stock incentive scheme and Employee Stock Ownership Plan;
(XIV) to review and approve a short term and medium to long term debt financing that single amount exceeds 50% of the Company’s audited net assets of the latest period (on a consolidated basis) or the cumulative new amount of a fiscal year exceeds 50% of the Company’s audited net assets of the latest period (excluding financing from wholly owned subsidiaries and holding subsidiaries);	(XIV) to consider other matters that shall be decided by the general meeting according to laws, administrative regulations, department rules and the Articles of Association.
(XV) to consider and approve the change of use of proceeds;	The major external guarantees as stipulated in item (X) shall be reviewed by the general meeting under the following circumstances:
(XVI) to consider stock incentive scheme and Employee Stock Ownership Plan;	(1) any guarantee provided after the total amount of the external guarantees provided by the Company and its controlled subsidiaries reaches or exceeds 50% of the audited net assets for the latest period;
(XVIII) to consider other matters that shall be decided by the general meeting according to laws, administrative regulations, department rules and the Articles of Association.	(2) any guarantee provided after the guarantees provided by the Company reaches or exceeds 30% of the audited total assets for the latest period;
The major external guarantees as stipulated in item (XII) shall be reviewed by the general meeting under the following circumstances:	(3) the guarantee provided to the guaranteed objects with a debt-to-asset ratio of more than 70%;
(1) any guarantee provided after the total amount of the external guarantees provided by the Company and its subsidiaries reaches or exceeds 50% of the audited net assets for the latest period;
(2) any guarantee provided after the total amount of the external guarantees provided by the Company and its subsidiaries reaches or exceeds 30% of the audited total assets for the latest period according to the principle of cumulative calculation of guarantee amount for 12 consecutive months;
(3) the guarantee provided to the guaranteed objects with a debt-to-asset ratio of more than 70%;

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APPENDIX V

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR GENERAL MEETINGS

Original articles	Amended articles
(4) any single guarantee whose amount exceeds 10% of the audited net assets for the latest period;	(4) any single guarantee whose amount exceeds 10% of the audited net assets for the latest period;
(5) any guarantee provided to the shareholder, actual controller and its connected parties.	(5) any guarantee provided to the shareholder, actual controller and its connected parties.
(6) other major external guarantees that shall be decided by the general meeting in accordance with the provisions of the Articles of Association, the Rules of Procedures for General Meetings and other relevant laws and regulations.	(6) other major external guarantees that shall be decided by the general meeting in accordance with the provisions of the Articles of Association, the Rules of Procedures for General Meetings and other relevant laws and regulations.
Article 4 For matters that should be decided by the general meeting as stipulated in the laws and regulations, administrative regulations, the Listing Rules and the Articles of Association, the general meeting must consider such matters in order to safeguard the shareholders’ right to make decisions on such matters.	Article 4 For matters that should be decided by the general meeting as stipulated in the laws and regulations, administrative regulations, the Listing Rules and the Articles of Association, the general meeting must consider such matters in order to safeguard the shareholders’ right to make decisions on such matters.
Where necessary, reasonable and not in contravention of laws and regulations, the general meeting may authorize or delegate the Board of Directors to make decisions within the scope of the authorization or delegation by the general meeting in respect of specific relevant matters relating to the matters resolved which cannot be decided immediately at the general meeting.	Where necessary, reasonable and not in contravention of laws and regulations, the general meeting may authorize or delegate the Board of Directors to make decisions within the scope of the authorization or delegation by the general meeting in respect of specific relevant matters relating to the matters resolved which cannot be decided immediately at the general meeting.
Except for special circumstances such as the Company being in crisis, the Company shall not, without the approval of the general meeting by special resolution, enter into a contract with a person other than a director, supervisor or senior management to delegate the management of the entire or important business of the Company to such person.	Except for special circumstances such as the Company being in crisis, the Company shall not, without the approval of the general meeting by special resolution, enter into a contract with a person other than a director or senior management to delegate the management of the entire or important business of the Company to such person.

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PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR GENERAL MEETINGS

Original articles	Amended articles
Article 6 An extraordinary general meeting shall be convened within two months in any of the following circumstances:

...

(III) When shareholders who individually or collectively hold 10% or more of the Company’s issued voting shares request to convene an extraordinary general meeting;

(IV) When the Board of Directors deems it necessary or when the Supervisory Committee proposes to convene such a meeting;

... | Article 6 An extraordinary general meeting shall be convened within two months in any of the following circumstances:

...

(III) When shareholders who individually or collectively hold more than 10% of the shares of the Company request to convene an extraordinary general meeting;

(IV) When the Board of Directors deems it necessary or when the Audit Committee proposes to convene such a meeting;

... |
| Article 7 The Board of Directors shall convene a general meeting on time and within the prescribed period under Article 5 of the Rules. If the Board of Directors is unable to fulfill or fails to fulfill its duty to convene a general meeting, the Supervisory Committee shall convene and preside over the meeting in a timely manner; in the event that the Supervisory Committee fails to convene and preside over the meeting, the shareholders who have held, individually or in the aggregate, more than 10% of the shares of the Company for a period of more than 90 consecutive days may convene and preside over the meeting on their own. | Article 7 The Board of Directors shall convene a general meeting on time and within the prescribed period. If the Board of Directors is unable to fulfill or fails to fulfill its duty to convene a general meeting, the Audit Committee shall convene and preside over the meeting in a timely manner; in the event that the Audit Committee fails to convene and preside over the meeting, the shareholders who have held, individually or in the aggregate, more than 10% of the shares of the Company for a period of more than 90 consecutive days may convene and preside over the meeting on their own. |

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PROPOSED AMENDMENTS TO THE RULES OF

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Original articles

Amended articles

Article 9 The Supervisory Committee shall have the right to propose to the Board of Directors to convene an extraordinary general meeting and shall submit its proposal in writing to the Board of Directors. The Board of Directors shall, in accordance with the laws, administrative regulations and the provisions of the Articles of Association, provide written feedback on whether it agrees or disagrees with the convening of an extraordinary general meeting within 10 days after receiving the proposal.

If the Board of Directors agrees to convene an extraordinary general meeting, it shall issue a notice of the convening of the general meeting within 5 days after the Board of Directors' resolution is made, and any changes to the original proposal in the notice shall be approved by the Supervisory Committee.

If the Board of Directors does not agree to convene an extraordinary general meeting or fails to provide feedback within 10 days after receipt of the proposal, it shall be deemed that the Board of Directors is unable to fulfill or fails to fulfill its duty to convene the general meeting, and the Supervisory Committee may convene and preside over the meeting on its own. | Article 9 The Audit Committee shall have the right to propose to the Board of Directors to convene an extraordinary general meeting and shall submit its proposal in writing to the Board of Directors. The Board of Directors shall, in accordance with the laws, administrative regulations and the provisions of the Articles of Association, provide written feedback on whether it agrees or disagrees with the convening of an extraordinary general meeting within 10 days after receiving the proposal.

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PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR GENERAL MEETINGS

Original articles

Amended articles

Article 10 Shareholders who individually or collectively hold more than 10% of the shares of the Company shall have the right to request the Board of Directors to convene an extraordinary general meeting, which shall be submitted in writing to the Board of Directors. The Board of Directors shall, in accordance with the laws, administrative regulations and the provisions of the Articles of Association, provide written feedback on whether it agrees or disagrees with the convening of an extraordinary general meeting within 10 days after receiving the request.

If the Board of Directors agrees to convene an extraordinary general meeting, it shall issue a notice of the convening of the general meeting within 5 days after the Board of Directors' resolution is made, and shall obtain the consent of the relevant shareholders for any changes to the original request in the notice.

If the Board of Directors does not agree to convene an extraordinary general meeting, or fails to respond within 10 days of receipt of the request, the shareholders who individually or collectively hold more than 10% of the Company's shares shall have the right to propose to the Supervisory Committee to convene an extraordinary general meeting, and shall submit the request in writing to the Supervisory Committee.

If the Supervisory Committee agrees to convene an extraordinary general meeting, it shall issue a notice of the convening of the general meeting within 5 days of receipt of the request, and any changes to the original proposal contained in the notice shall be subject to the consent of the relevant shareholders.

If the Supervisory Committee fails to issue a notice of a general meeting within the prescribed period, it shall be deemed that the Supervisory Committee does not convene and preside over the general meeting, and that shareholders who individually or in the aggregate hold more than 10% of the Company's shares for a period of more than 90 consecutive days may convene and preside over the meeting on their own. | Article 10 Shareholders who individually or collectively hold more than 10% of the shares of the Company shall have the right to request the Board of Directors to convene an extraordinary general meeting, which shall be submitted in writing to the Board of Directors. The Board of Directors shall, in accordance with the laws, administrative regulations and the provisions of the Articles of Association, provide written feedback on whether it agrees or disagrees with the convening of an extraordinary general meeting within 10 days after receiving the request.

If the Board of Directors agrees to convene an extraordinary general meeting, it shall issue a notice of the convening of the general meeting within 5 days after the Board of Directors' resolution is made, and shall obtain the consent of the relevant shareholders for any changes to the original request in the notice.

If the Board of Directors does not agree to convene an extraordinary general meeting, or fails to respond within 10 days of receipt of the request, the shareholders who individually or collectively hold more than 10% of the Company's shares shall have the right to propose to the Audit Committee to convene an extraordinary general meeting, and shall submit the request in writing to the Audit Committee.

If the Audit Committee agrees to convene an extraordinary general meeting, it shall issue a notice of the convening of the general meeting within 5 days of receipt of the request, and any changes to the original proposal contained in the notice shall be subject to the consent of the relevant shareholders.

If the Audit Committee fails to issue a notice of a general meeting within the prescribed period, it shall be deemed that the Audit Committee does not convene and preside over the general meeting, and that shareholders who individually or in the aggregate hold more than 10% of the Company's shares for a period of more than 90 consecutive days may convene and preside over the meeting on their own. |

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PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR GENERAL MEETINGS

Original articles	Amended articles
Article 11 The Board and the Board secretary shall align with the general meeting convened by the Supervisory Committee or the shareholders on their own. The Board shall provide the register of shareholders as at the date of record.	Article 11 The Board and the Board secretary shall align with the general meeting convened by the Audit Committee or the shareholders on their own. The Board shall provide the register of shareholders as at the date of record.
Article 12 If the Supervisory Committee or shareholders convene a general meeting on their own, the reasonable expenses incurred for the meeting shall be borne by the Company.	Article 12 If the Audit Committee or shareholders convene a general meeting on their own, the reasonable expenses incurred for the meeting shall be borne by the Company.
Article 14 When the Company convenes a general meeting, the Board of Directors, the Supervisory Committee and shareholders who individually or collectively hold more than 3% of the Company's shares shall have the right to submit proposals to the Company.
Shareholders who individually or collectively hold more than 3% of the Company's shares may submit an interim proposal in writing to the convenor 10 days prior to the date of the general meeting. The convenor shall issue a supplemental notice of the general meeting within 2 days of receipt of the proposal and inform the shareholders of the contents of the interim proposal.
Except for the circumstances set forth in the preceding paragraph, the convenor shall not amend the proposals already set forth in the notice of general meeting or add new proposals after issuing the notice of general meeting.
The general meeting shall not vote on and resolve on any proposal that is not set forth in the notice of the general meeting or that does not comply with the provisions of Article 13 of the Rules.	Article 14 When the Company convenes a general meeting, the Board of Directors, the Audit Committee and shareholders who individually or collectively hold more than 1% of the Company's shares shall have the right to submit proposals to the Company.
Shareholders who individually or collectively hold more than 1% of the Company's shares may submit an interim proposal in writing to the convenor 10 days prior to the date of the general meeting. The convenor shall issue a supplemental notice of the general meeting within 2 days of receipt of the proposal and inform the shareholders of the contents of the interim proposal. However, unless the interim proposal violates the provisions of laws, administrative regulations or the Company's Articles of Association, or is not within the scope of the general meeting's authority.
Except for the circumstances set forth in the preceding paragraph, the convenor shall not amend the proposals already set forth in the notice of general meeting or add new proposals after issuing the notice of general meeting.
The general meeting shall not vote on and resolve on any proposal that is not set forth in the notice of the general meeting or that does not comply with the provisions of Article 13 of the Rules.

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APPENDIX V

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR GENERAL MEETINGS

Original articles	Amended articles
Article 18 The list of candidates for directors represented by shareholders, supervisors represented by shareholders and independent directors shall be submitted to the general meeting for resolution by way of a proposal. Employee directors and employee supervisors shall be democratically elected by the employees of the Company.	Article 18 The list of candidates for directors represented by shareholders and independent directors shall be submitted to the general meeting for resolution by way of a proposal. Employee directors shall be democratically elected by the employees of the Company.
Article 22 Where a general meeting intends to discuss matters relating to the election of directors and supervisors, the notice of the general meeting shall fully disclose the details of the director and supervisor candidates, including at least the following:	Article 22 Where a general meeting intends to discuss matters relating to the election of directors, the notice of the general meeting shall fully disclose the details of the director candidates, including at least the following:
Article 26 The general meeting will be held in the form of an on-site meeting. The Company will also provide other means permitted under the listing rules of the place where the shares are listed to facilitate shareholders' participation in a general meeting. Shareholders who participate in a general meeting through the abovementioned means shall be deemed to be present.	Article 26 The general meeting will be held in the form of an on-site meeting. The Company will also provide other means permitted under the listing rules of the place where the shares are listed to facilitate shareholders' participation in a general meeting. Shareholders who participate in a general meeting through the abovementioned means shall be deemed to be present and shall be entitled to speak and vote at the general meeting, including voting by electronic means.

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APPENDIX V

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR GENERAL MEETINGS

Original articles	Amended articles
Article 30 The proxy form issued by a shareholder to authorize another person to attend a general meeting shall contain the following contents:	Article 30 The proxy form issued by a shareholder to authorize another person to attend a general meeting shall contain the following contents:
(I) The name or names of the principal and the name and other identification information of the proxy;	(I) The name or names of the principal and the name and other identification information of the proxy;
(II) The number of shares of the principal represented by the proxy;	(II) The class and number of shares of the principal represented by the proxy;
(III) Whether the proxy has the voting right;	(III) Instructions for voting for, against or abstaining from voting on each item of business to be considered for inclusion in the agenda of the general meeting, respectively;
(IV) Instructions for voting for, against or abstaining from voting on each item of business to be considered for inclusion in the agenda of the general meeting, respectively;	(IV) Specific instructions as to whether or not the proxy has the right to vote on the provisional proposals that may be included in the agenda of the general meeting and, if so, what voting rights should be exercised;
(V) Specific instructions as to whether or not the proxy has the right to vote on the provisional proposals that may be included in the agenda of the general meeting and, if so, what voting rights should be exercised;	(V) The date of issuance and expiration date of the proxy;
(VI) The date of issuance and expiration date of the proxy;	(VI) The signature (or seal) of the proxy holder. If the proxy is a corporate shareholder, the seal of the legal entity shall be affixed or the proxy shall be signed by its director or duly appointed agent;
(VII) The signature (or seal) of the proxy holder. If the proxy is a corporate shareholder, the seal of the legal entity shall be affixed or the proxy shall be signed by its director or duly appointed agent;	(VII) If several persons are shareholders’ proxies, the number of shares represented by each shareholder’s proxy shall be indicated.
(VIII) If several persons are shareholders’ proxies, the number of shares represented by each shareholder’s proxy shall be indicated.
The power of attorney shall specify that in the absence of specific instructions from the shareholders, the proxies may vote as they think fit.

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APPENDIX V

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR GENERAL MEETINGS

Original articles	Amended articles
Article 38 When a general meeting is held, all directors, supervisors and Board secretary of the Company shall attend the meeting.	Article 38 When a general meeting is held, all directors and Board secretary of the Company shall attend the meeting.
...	...
Article 39 Where a meeting of the general meeting is convened by the Board of Directors, the chairman of the Board of Directors shall act as the presider and preside over the meeting. In the event that the chairman of the Board of Directors is unable to perform his duties or is unable to perform his duties, the meeting shall be presided over by a director jointly elected by a majority of the directors.	Article 39 Where a meeting of the general meeting is convened by the Board of Directors, the chairman of the Board of Directors shall act as the presider and preside over the meeting. In the event that the chairman of the Board of Directors is unable to perform his duties or is unable to perform his duties, the meeting shall be presided over by a director jointly elected by a majority of the directors.
The chairman of the Supervisory Committee shall preside at any general meeting convened by the Supervisory Committee itself. In the event that the chairman of the Supervisory Committee is unable to perform his duties or fails to perform his duties, a supervisor jointly elected by a majority of the supervisors shall preside over the meeting.	The chairman of the Audit Committee shall preside at any general meeting convened by the Audit Committee itself. In the event that the chairman of the Audit Committee is unable to perform his duties or fails to perform his duties, a member of the Audit Committee jointly elected by a majority of the members of the Audit Committee shall preside over the meeting.
A general meeting convened by the shareholders themselves shall be presided over by a representative elected by the convenors.	A general meeting convened by the shareholders themselves shall be presided over by a representative elected by the convenors.
In the event that the presider of a general meeting violates the Rules and makes it impossible for the meeting to continue, the general meeting may elect a person to act as the presider of the meeting and continue the meeting with the consent of the majority of the shareholders present at the general meeting who have the right to vote. If, for any reason, the Shareholders are unable to elect a presider, the Shareholder (including the Shareholder's proxy) holding the largest number of voting shares present at the meeting shall act as the presider of the meeting.	In the event that the presider of a general meeting violates the Rules and makes it impossible for the meeting to continue, the general meeting may elect a person to act as the presider of the meeting and continue the meeting with the consent of the majority of the shareholders attending the general meeting who have the right to vote. If, for any reason, the Shareholders are unable to elect a presider, the Shareholder holding the largest number of voting shares present at the meeting shall act as the presider of the meeting.

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APPENDIX V

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR GENERAL MEETINGS

Original articles	Amended articles
Article 43 At the annual general meeting, the Board and the Supervisory Committee shall make report on their works in the past year to the general meeting.	Article 43 At the annual general meeting, the Board shall make report on their works in the past year to the general meeting.
Article 44 At the annual general meeting, the Supervisory Committee shall read their special report of the Company for the last year which include:
(I) the examination of the financial situation;
(II) the performance of the execution of duty, the respective law, regulation, the Articles of Association and resolution of general meeting of directors and senior management;
(III) other major events which the Supervisory Committee considers to be appropriate to report to general meeting.
If the Supervisory Committee considers necessary, it may give opinion on the motion examined at general meeting and delivers independent report.	/
Article 46 The Directors, supervisors and senior management shall provide explanations and statements relating to the queries and suggestions put forward by the shareholders at the general meeting, unless business secrets of the Company are involved and shall not be disclosed at the general meeting.	Article 45 The Directors and senior management shall provide explanations and statements relating to the queries and suggestions put forward by the shareholders at the general meeting, unless business secrets of the Company are involved and shall not be disclosed at the general meeting.
Article 49 Matters on the agenda shall be passed by way of voting at the general meeting. All shareholders (including their proxies) shall exercise their voting rights by the number of voting shares they represent, and each share shall have one vote. The way of voting shall be open ballot.
The Company’s shares held by the Company shall have no voting right, and those shares are not included in the total number of voting shares present at the general meeting.	Article 48 Matters on the agenda shall be passed by way of voting at the general meeting. All shareholders shall exercise their voting rights by the number of voting shares they represent, and each share shall have one vote. The way of voting shall be open ballot.
The Company’s shares held by the Company shall have no voting right, and those shares are not included in the total number of voting shares present at the general meeting.

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PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR GENERAL MEETINGS

Original articles	Amended articles
Article 50 The name list of candidates for directors and supervisors shall be included in a proposal to be submitted to the general meeting for voting.	Article 49 The name list of candidates for directors shall be included in a proposal to be submitted to the general meeting for voting.
During voting at the general meeting on election of directors and supervisors, cumulative voting system may be implemented in accordance with the provisions of the Articles of Association or the resolution of the shareholders' meeting.	During voting at the general meeting on election of directors, cumulative voting system may be implemented in accordance with the provisions of the Articles of Association or the resolution of the general meeting.
The cumulative voting system indicates that each share has the number of voting rights identical to the number of directors or supervisors to be elected, and the voting rights owned by the shareholders may be cumulatively used when the general meeting elects the directors or supervisors.	The cumulative voting system indicates that each share has the number of voting rights identical to the number of directors to be elected, and the voting rights owned by the shareholders may be cumulatively used when the general meeting elects the directors.
The implementation rules of the cumulative voting system are as follows:	The implementation rules of the cumulative voting system are as follows:
(I) where the cumulative voting system is adopted for the election of directors and supervisors, the candidates shall be listed separately in different resolution groups for submission to the general meeting according to the categories of independent non-executive directors, non-independent non-executive directors and supervisors;	(I) where the cumulative voting system is adopted for the election of directors, the candidates shall be listed separately in different resolution groups for submission to the general meeting according to the categories of independent non-executive directors and non-independent non-executive directors;
(II) shareholders attending the general meeting shall have the same number of votes for each share held as the number of directors or supervisors to be elected under each resolution group for which the cumulative voting system is adopted;	(II) shareholders attending the general meeting shall have the same number of votes for each share held as the number of directors to be elected under each resolution group for which the cumulative voting system is adopted;
...	...
The Board shall provide the shareholders with the resumes and basic information of the candidates for directors and supervisors.	The Board shall provide the shareholders with the resumes and basic information of the candidates for directors.

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PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR GENERAL MEETINGS

Original articles	Amended articles
Article 51 In addition to the cumulative voting system, all proposals shall be voted on separately at the general meeting, and shall not be suspended or withheld from voting for any reasons. Where there are different proposals on the same matter, such proposals shall be voted on in the chronological order in which they are proposed. Unless the general meeting is adjourned or a resolution cannot be made due to special reasons such as force majeure, the general meeting shall not suspend or withhold voting on a proposal.	Article 50 In addition to the cumulative voting system, all proposals shall be voted on separately at the general meeting, and shall not be suspended or withheld from voting for any reasons. Where there are different proposals on the same matter, such proposals shall be voted on in the chronological order in which they are proposed. Unless the general meeting is adjourned or a resolution cannot be made due to special reasons such as force majeure, the general meeting shall not suspend or withhold voting on a proposal.
Article 52 When a proposal is considered at a general meeting, it may not be amended; otherwise such amendments shall be deemed to be another new proposal and shall not be voted on at this general meeting.	Article 51 When a proposal is considered at a general meeting, it may not be amended, and if it is changed, it shall be deemed to be another new proposal and shall not be voted on at this general meeting.
Article 59 The general meeting shall form a resolution on the matters voted upon and passed at the meeting.	Article 58 The general meeting shall form a resolution on the matters voted upon and passed at the meeting.
Resolutions are classified into ordinary and special resolutions. Ordinary resolutions shall be passed by a majority of the voting shares held by the shareholders present at the general meeting (including shareholders’ proxies), while special resolutions shall be passed by two-thirds of the voting shares held by the shareholders present at the general meeting (including shareholders’ proxies).	Resolutions are classified into ordinary and special resolutions. Ordinary resolutions shall be passed by a majority of the voting shares held by the shareholders present at the general meeting, while special resolutions shall be passed by two-thirds of the voting shares held by the shareholders present at the general meeting.

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APPENDIX V

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR GENERAL MEETINGS

Original articles	Amended articles
Article 60 The contents of the resolutions of the general meetings shall be in compliance with the laws and the provisions of the Articles of Association. Resolutions of a general meeting of the Company that are in violation of laws or administrative regulations shall be invalid.

Shareholders attending the meeting shall faithfully perform their duties to ensure the truth, accuracy and completeness of the content of the resolutions and shall not use expressions that are likely to give rise to ambiguities. | Article 59 The contents of the resolutions of the general meetings shall be in compliance with the laws and the provisions of the Articles of Association. Resolutions of a general meeting of the Company that are in violation of laws or administrative regulations shall be invalid.

In the event that the convening procedure or voting method of a general meeting violates any law or administrative regulation or the Articles of Association, or if the contents of a resolution violate the Articles of Association, the shareholders may request the People’s Court to revoke it within 60 days from the date on which the resolution is made. However, unless there are only minor defects in the procedures for convening the general meeting or in the manner of voting, which do not materially affect the resolution, the shareholders may request the People’s Court to revoke the resolution within 60 days from the date of its issuance.

Where shareholders dispute the validity of a resolution of a general meeting, they shall file a lawsuit with the People’s Court in a timely manner. Before the People’s Court makes a judgment or ruling, such as revoking the resolution, the relevant party shall execute the resolution of the general meeting. The Company, its directors and senior management shall fulfill their duties in good faith to ensure the normal operation of the Company.

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APPENDIX V

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR GENERAL MEETINGS

Original articles	Amended articles
Article 61 The following matters shall be resolved by way of ordinary resolution of a general meeting:	Article 60 The following matters shall be resolved by way of ordinary resolution of a general meeting:
(I) to decide on the business policy and investment plan of the Company;	(I) to elect and replace directors who are not employee representatives, and to decide on matters relating to their remuneration;
(II) to elect and replace directors and supervisors who are not employee representatives, and to decide on matters relating to their remuneration;	(II) to review and approve the reports of the Board;
(III) to review and approve the reports of the Board;	(II) to review and approve the annual financial accounting plans;
(IV) to review and approve the reports of the Supervisory Committee;	(IV) to review and approve the profit distribution plan and loss recovery plan of the Company;
(V) to review and approve the annual financial budget plans and accounting plans of the Company;	(V) to review and approve the change of use of proceeds;
(VI) to review and approve the profit distribution plan and loss recovery plan of the Company;	(VI) To make resolutions on the engagement or removal of the accounting firm that undertakes the Company’s auditing business;
(VII) to review and approve the change of use of proceeds;	(VII) any matters not otherwise required by the laws, administrative regulations or the Articles of Association to be adopted by special resolutions.
(VIII) any matters not otherwise required by the laws, administrative regulations or the Articles of Association to be adopted by special resolutions.

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APPENDIX V

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR GENERAL MEETINGS

Original articles	Amended articles
Article 62 The following matters shall be resolved by way of special resolution of a general meeting:	Article 61 The following matters shall be resolved by way of special resolution of a general meeting:
(I) to make resolutions concerning the increase or reduction of the Company’s registered capital;	(I) to make resolutions concerning the increase or reduction of the Company’s registered capital;
(II) to make resolutions on the issuance of corporate share certificates and bonds;	(II) to make resolutions on the issuance of corporate share certificates and bonds;
(III) to make resolutions on matters such as the merger, division, dissolution, liquidation or change in the organizational form of the Company;	(III) to make resolutions on matters such as the merger, division, dissolution, liquidation or change in the organizational form of the Company;
(IV) to make amendment(s) to the Articles of Association;	(IV) to make amendment(s) to the Articles of Association;
(V) to make resolution on the engagement or removal of the accounting firm;	(V) to review the major external guarantees of the Company;
(VI) to review the major external guarantees of the Company;	(VI) to consider the Company’s purchase or disposal of major assets within one year of an aggregate value exceeding 30% of the latest audited total assets of the Company;
(VII) to consider the Company’s purchase or disposal of major assets within one year of an aggregate value exceeding 30% of the latest audited total assets of the Company;	(VII) to review and approve stock incentive scheme and Employee Stock Ownership Plan;
(VIII) to examine and approve a short-term and medium to long-term debt financing that single amount exceeds 50% of the Company’s audited net assets of the latest period (on a consolidated basis) or the cumulative new amount of a fiscal year exceeds 50% of the Company’s audited net assets of the latest period (excluding wholly-owned subsidiaries and holding subsidiaries);	(VIII) to review and approve other matters that shall be decided by the general meeting in accordance with laws, administrative regulations, departmental rules, listing rules or the Articles of Association.
(IX) to review and approve stock incentive scheme and Employee Stock Ownership Plan;
(X) to review and approve other matters that shall be decided by the general meeting in accordance with laws, administrative regulations, departmental rules, listing rules or the Articles of Association.

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PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR GENERAL MEETINGS

Original articles

Amended articles

Article 63 A resolution on connected matters by the general meeting that falls into the scope of an ordinary resolution shall be approved by unconnected shareholders (including their proxies) present at the general meeting with a majority of the voting shares. A resolution on connected matters by the general meeting that falls into the scope of a special resolution shall be approved by unconnected shareholders (including their proxies) present at the meeting with more than two thirds of the voting shares.

Resolutions proposed at the general meeting of the Company shall be voted on by way of poll. | Article 62 A resolution on connected matters by the general meeting that falls into the scope of an ordinary resolution shall be approved by unconnected shareholders present at the general meeting with a majority of the voting shares. A resolution on connected matters by the general meeting that falls into the scope of a special resolution shall be approved by unconnected shareholders present at the meeting with more than two thirds of the voting shares.

Resolutions proposed at the general meeting of the Company shall be voted on by way of poll. |
| Article 65 On a poll, shareholders (including their proxies) with two or more votes need not cast all of their votes in favor of or against the relevant resolution. | Article 64 On a poll, shareholders with two or more votes need not cast all of their votes in favor of or against the relevant resolution. |
| Article 66 ...
When the shareholders’ meeting forms relevant resolutions, they shall be recorded in writing and signed by the shareholders attending the meeting. | Article 65 ...
When the general meeting forms relevant resolutions, they shall be recorded in writing. |
| Article 67 Shareholders of the Company or authorized proxy of shareholders, directors, supervisors and senior management, notaries public, guests invited by the Board of Directors and journalists who have completed the registration procedure may attend the general meeting, but other persons are not allowed to attend the meeting. | Article 66 Shareholders of the Company or authorized proxy of shareholders, directors and senior management, notaries public, guests invited by the Board of Directors and journalists who have completed the registration procedure may attend the general meeting, but other persons are not allowed to attend the meeting. |
| Article 69 ...
Directors, supervisors and senior management attending the meeting and those approved by the presider may speak. | Article 68 ...
Directors and senior management attending the meeting and those approved by the presider may speak. |

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APPENDIX V

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR GENERAL MEETINGS

Original articles	Amended articles
Article 72 The general meeting shall have meeting minutes, and the Board secretary shall be responsible for the meeting minute. The meeting minute shall contain the following contents:

(I) time, venue and the agenda of the meeting, and the name or title of the convener;

(II) the names of the meeting presider and the directors, supervisors, general manager and other senior management attending the meeting or attending meeting as non-voting attendee; | Article 71 The general meeting shall have meeting minutes, and the Board secretary shall be responsible for the meeting minute. The meeting minute shall contain the following contents:

(I) time, venue and the agenda of the meeting and the name or title of the convener;

(II) the names of the meeting presider and the directors and senior management attending the meeting or attending meeting as non-voting attendee; |
| ... | ... |
| Article 73 The Convenor shall ensure that the minutes are true, accurate and complete. The shareholders or representatives of shareholders, directors, supervisors, Board secretary, the convenor or his representative, and the presider of the meeting attending the meeting shall sign the minutes. ... | Article 72 The Convenor shall ensure that the minutes are true, accurate and complete. Directors, Board secretary, the convenor or his representative, and the presider of the meeting attending the meeting or attending meeting as non-voting attendee shall sign the minutes. ... |
| Article 79 Resolutions approved by the general meeting shall be executed by the Board of Directors, and in accordance with the contents of the resolutions, the general manager of the Company shall organize the relevant personnel to implement and undertake the same; matters required to be handled by the Supervisory Committee by a resolution of the general meeting shall be directly organized and implemented by the Supervisory Committee. | Article 78 Resolutions approved by the general meeting shall be executed by the Board of Directors, and in accordance with the contents of the resolutions, the general manager of the Company shall organize the relevant personnel to implement and undertake the same; matters required to be handled by the Audit Committee by a resolution of the general meeting shall be directly organized and implemented by the Audit Committee. |

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PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR GENERAL MEETINGS

Original articles	Amended articles
Article 80 The chairman of the Board of Directors of the Company shall supervise and inspect the implementation of the resolutions of the general meeting other than those to be implemented by the Supervisory Committee, and may convene an interim meeting of the Board of Directors to receive and consider a report on the implementation of the resolutions of the general meeting when necessary.	Article 79 The chairman of the Board of Directors of the Company shall supervise and inspect the implementation of the resolutions of the general meeting other than those to be implemented by the Audit Committee, and may convene an interim meeting of the Board of Directors to receive and consider a report on the implementation of the resolutions of the general meeting when necessary.

The proposed amendments to the Rules of Procedures for General Meetings are prepared in Chinese and the English version is therefore a translation only. In the event of any discrepancy between the English translation and the Chinese version of the Rules of Procedures for General Meetings, the Chinese version shall prevail.

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PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR BOARD MEETINGS

Details of the proposed amendments to the Rules of Procedures for Board Meetings are as follows:

Comparison Table of Amendments to the Rules of Procedures for Board Meetings of Deewin Tianxia Co., Ltd

All references to 股東大會 in the original Chinese version of the Rules of Procedures for Board Meetings have been changed to 股東會, which has no effect on the English version.

In addition to the table below, if the serial numbering of the articles is changed due to the addition, deletion and arrangement of certain articles, the serial numbering of the articles in the amended Rules of Procedural for Board Meetings shall be changed or decreased accordingly, and the serial numbering of the articles involved in cross-references shall be adjusted accordingly.

Original articles

Amended articles

Article 5 The Rules shall be equally binding on all Directors and secretary to the Board of the Company, as well as Supervisors, senior management of the Company and other relevant persons sitting in on the Board meetings.

Article 5 The Rules shall be equally binding on all Directors and secretary to the Board of the Company, as well as senior management of the Company and other relevant persons sitting in on the Board meetings.

Article 11 The Board shall exercise the following duties and powers: (I) to convene the general meeting and report to the general meeting; (II) to implement the resolutions of the general meeting; (III) to determine the operation plans and investment proposals of the Company; (IV) to formulate the annual financial budget plans and accounting plans of the Company; (V) to formulate the profit distribution plans and loss recovery plans of the Company; (VI) to formulate plans for the increase or reduction of the registered capital, issuance of bonds or other securities and listing of the Company;

Article 11 The Board shall exercise the following duties and powers: (I) to convene the general meeting and report to the general meeting; (II) to implement the resolutions of the general meeting; (III) to determine the operation plans, investment plans, investment proposals and financing proposals of the Company; (IV) to determine the annual financial budget plans of the Company; (V) to formulate the annual financial accounting plans of the Company; (VI) to formulate the profit distribution plans and loss recovery plans of the Company;

APPENDIX VI

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR BOARD MEETINGS

Original articles	Amended articles
(VII) to formulate plans for substantial acquisition, repurchase of the Company’s Shares, or merger, division, dissolution and change of corporate form of the Company;	(VII) to formulate plans for the increase or reduction of the registered capital, issuance of bonds or other securities and listing of the Company;
(VIII) to determine the matters such as external investment, acquisition and sale of assets, pledge of assets, external guarantee, entrusted wealth management, debt financing, connected transactions and external donations of the Company other than those that shall be considered and approved by the general meeting;	(VIII) to formulate plans for substantial acquisition, repurchase of the Company’s Shares, or merger, division, dissolution and change of corporate form of the Company;
(IX) to determine the structure of the Company’s internal management organization;	(IX) to determine the matters such as external investment, acquisition and sale of assets, pledge of assets, external guarantee, entrusted wealth management, debt financing, connected transactions and external donations of the Company other than those that shall be considered and approved by the general meeting;
(X) to appoint or dismiss the general manager and Secretary to the Board of the Company; appoint or dismiss the deputy general manager and chief financial officer of the Company according to the nomination of the general manager, and determine their remuneration packages, and rewards and punishments;	(X) to determine the structure of the Company’s internal management organization;
(XI) to develop the basic management system of the Company;	(XI) to appoint or dismiss the general manager and Secretary to the Board of the Company; appoint or dismiss the deputy general manager and chief financial officer of the Company according to the nomination of the general manager, and determine their remuneration packages, and rewards and punishments;
(XII) to formulate the amendments to the Articles of Association;	(XII) to develop the basic management system of the Company;
(XIII) to manage the information disclosure of the Company;	(XIII) to formulate the amendments to the Articles of Association;

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PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR BOARD MEETINGS

Original articles	Amended articles
(XIV) to propose to the general meeting the engagement or replacement of the accounting firm that provides audits for the Company;	(XIV) to manage the information disclosure of the Company;
(XV) to debrief the work report of the general manager of the Company and check the works of the general manager;	(XV) to propose to the general meeting the engagement or replacement of the accounting firm that provides audits for the Company;
(XVI) other functions and powers granted by the laws, administrative regulations, departmental rules and the Articles of Association.	(XVI) to debrief the work report of the general manager of the Company and check the works of the general manager;
For matters resolved by the Board in the preceding paragraph, except for items (VI), (VII), (VIII) and (XII) which shall be approved by votes of more than two-thirds of the Directors, the remaining items may be approved by votes of more than half of the Directors. In considering guarantees within its scope of authority, the Board may make a resolution only with the consent of more than two-thirds of the Directors present at the Board meeting and the approval of more than half of all the Directors.	(XVII) other functions and powers granted by the laws, administrative regulations, departmental rules and the Articles of Association.
Prior to making decisions on material issues of the Company, the Board shall seek advice from the Party branch of the Company, provided for matters that should be considered and determined by the higher-level party committee of the Company in accordance with the relevant administrative regulations.	In considering guarantees within its scope of authority, the Board may make a resolution only with the consent of more than two-thirds of the Directors present at the Board meeting and the approval of more than half of all the Directors.
“	Prior to making decisions on material issues of the Company, the Board shall seek advice from the Party organization of the Company, provided for matters that should be considered and determined by the higher-level party organization of the Company in accordance with the relevant administrative regulations.

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PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR BOARD MEETINGS

Original articles	Amended articles
Article 13 Where necessary, the Board establishes three special committees, including the nomination committee, audit committee and remuneration committee, to provide advice and suggestions on the material decisions of the Board and the exercise of duties by the Chairman of the Board within the scope of authorisation of the Board. The Board may establish other special committees as required in accordance with the resolutions of the general meeting. The special committees of the Board shall be accountable to the Company and the Board and perform their duties as permitted by laws, administrative regulations, the Articles of Association and the relevant provisions and within the scope of authorisation of the Board. These special committees shall not make any decision in the name of the Board, provided that the committees may exercise the right to make decisions in respect of the authorised matters according to the special authorisation of the Board.	Article 13 Where necessary, the Board establishes three special committees, including the nomination committee, audit committee and remuneration committee, to provide advice and suggestions on the material decisions of the Board and the exercise of duties by the Chairman of the Board within the scope of authorisation of the Board. Among other things, the audit committee is required to exercise the duties and powers of the Supervisory Committee under the Company Law. The Board may establish other special committees as required in accordance with the resolutions of the general meeting. The special committees of the Board shall be accountable to the Company and the Board and perform their duties as permitted by laws, administrative regulations, the Articles of Association and the relevant provisions and within the scope of authorisation of the Board. These special committees shall not make any decision in the name of the Board, provided that the committees may exercise the right to make decisions in respect of the authorised matters according to the special authorisation of the Board.
Article 17 The following persons shall not serve as Directors of the Company for any one of the circumstances below:
(I) persons without capacity or with limited capacity for civil acts;	Article 17 The following persons shall not serve as Directors of the Company for any one of the circumstances below:
(I) persons without capacity or with limited capacity for civil acts;

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PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR BOARD MEETINGS

Original articles	Amended articles
(II) persons who were sentenced for corruption, bribery, embezzlement or misappropriation of property or disruption of the order of socialist market economy, where five years have not elapsed following the serving of the sentence, or persons who were deprived of their political rights for committing a crime, where five years have not elapsed following the serving of the sentence;	(II) persons who were sentenced for corruption, bribery, embezzlement or misappropriation of property or disruption of the order of socialist market economy, where five years have not elapsed following the serving of the sentence, or, in the case of probation, where two years have not elapsed following the expiration of the probation period;
(III) persons who were former Directors, factory managers or managers of a company or enterprise in bankruptcy and liquidation and who were personally liable for the bankruptcy of such company or enterprise, where less than three years have elapsed since the date of completion of the bankruptcy and liquidation of the company or enterprise;	(III) persons who were former Directors, factory managers or managers of a company or enterprise in bankruptcy and liquidation and who were personally liable for the bankruptcy of such company or enterprise, where less than three years have elapsed since the date of completion of the bankruptcy and liquidation of the company or enterprise;
(IV) persons who were legal representatives of a company or enterprise which had its business license revoked and had been ordered to shut down due to violation of the laws and who were personally liable, where less than three years have elapsed since the date of the revocation;	(IV) persons who were legal representatives of a company or enterprise which had its business license revoked and had been ordered to shut down due to violation of the laws and who were personally liable, where less than three years have elapsed since the date of the revocation or order of shutdown;
(V) persons who have a substantial amount of debt due and outstanding;	(V) persons who have been listed as dishonest persons by the People’s Court for having a substantial amount of debt due and outstanding;
If a Director is elected or appointed in violation of this Article, such election, appointment or engagement shall be invalid. The Company shall dismiss a Director who falls under the circumstances set forth in this Article during his/her term of office.	If a Director is elected or appointed in violation of this Article, such election, appointment or engagement shall be invalid. The Company shall dismiss a Director who falls under the circumstances set forth in this Article during his/her term of office and suspend him/her from performing his/her duties.

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PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR BOARD MEETINGS

Original articles

Amended articles

Article 18 Directors of the first session of the Board shall take office upon election and approval at the founding meeting of the Company. Directors who are not employee representatives of each of the subsequent sessions of the Board shall be nominated by the previous session of the Board or the Supervisory Committee or by Shareholders holding at least 3% of the total number of voting Shares of the Company, and shall take office upon election and approval by the general meeting of the Company. Employee representative Directors shall be democratically elected and removed by the employees of the Company.

Article 18 Directors of the first session of the Board shall take office upon election and approval at the founding meeting of the Company. Directors who are not employee representatives of each of the subsequent sessions of the Board shall be nominated by the previous session of the Board or by Shareholders holding at least 1% of the total number of voting Shares of the Company, and shall take office upon election and approval by the general meeting of the Company. Employee representative Directors shall be democratically elected and removed by the employees of the Company.

Article 22 A Director may have the following rights:

...

(V) to give feedback to and seek advice and recommendations from the general meeting and the Supervisory Committee in writing or orally;

(VI) other rights as stipulated by laws, administrative regulations and the Articles of Association. | Article 22 A Director may have the following rights:

...

(V) to give feedback to and seek advice and recommendations from the general meeting and the audit committee in writing or orally;

(VI) other rights as stipulated by laws, administrative regulations and the Articles of Association. |

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PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR BOARD MEETINGS

Original articles	Amended articles
Article 23 The Directors shall comply with the laws, administration regulations and the Articles of Association and shall perform the following duties of loyalty to the Company:
(I) not to use their duties and powers to accept bribes or other illegal income, and not to misappropriate the property of the Company;
(II) not to misappropriate the Company's funds;
(III) not to open accounts in their own names or names of other individuals for the deposit of the assets or funds of the Company;
(IV) not to lend the Company's funds to others or provide guarantees in favour of others with the Company's property as security in violation of the provisions of the Articles of Association and without the consent of a general meeting or the Board;	Article 23 In compliance with laws, administration regulations and the Articles of Association, the Directors shall perform the following duties of loyalty to the Company, take measures to avoid any conflict of interests with the Company, and shall not use their duties and powers to obtain improper benefits:
(I) not to embezzle or misappropriate the property or funds of the Company;
(II) not to open accounts in their own names or names of other individuals for the deposit of the assets or funds of the Company;
(III) not to use their duties and powers to give or accept bribes or other illegal income;
(IV) not to enter into any contract or transaction, directly or indirectly, with the Company without reporting to the Board or the general meeting and approval by a resolution of the Board or the general meeting in accordance with the provisions of the Articles of Association;

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PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR BOARD MEETINGS

Original articles	Amended articles
(V) not to enter into any contract or transaction with the Company in violation of the provisions of the Articles of Association or without the consent of a general meeting;	(V) not to use the advantages of his/her position to obtain for himself/herself or for others business opportunities attributable to the Company, unless it has been reported to the Board or the general meeting and approved by a resolution of the general meeting, or the Company is forbidden to use such business opportunities in accordance with the provisions of laws, administrative regulations or the Articles of Association;
(VI) not to use the advantages of his/her position to obtain for himself/herself or for others business opportunities which should be attributable to the Company, or operate a business similar to that of the Company for his/her own account or on behalf of others without the consent of a general meeting;	(VI) not to operate a business similar to that of the Company for his/her own account or on behalf of others without reporting to the Board or the general meeting and approval by a resolution of the general meeting;
(VII) not to accept commissions on transactions with the Company for their own benefits;	(VII) not to accept commissions on transactions of others with the Company for their own benefits;
Income derived by a Director in violation of the provisions of this Article shall belong to the Company; and in the case of a loss caused to the Company, the Director shall assume the liability for compensation.	Income derived by a Director in violation of the provisions of this Article shall belong to the Company; and in the case of a loss caused to the Company, the Director shall assume the liability for compensation.
	The provision of paragraph 2(IV) of this Article shall apply to the entering into of contracts or transactions with the Company by the close relatives of its Directors or senior management, enterprises directly or indirectly controlled by the Directors or senior management or their close relatives, and associates who have other related relationships with the Directors or senior management.

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PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR BOARD MEETINGS

Original articles	Amended articles
Article 24 The Directors shall comply with the laws, administration regulations and the Articles of Association and perform the following duties of diligence to the Company:

...

(V) to truthfully provide relevant information and materials to the Supervisory Committee and shall not impede the Supervisory Committee or Supervisors in the exercise of their duties and powers;

(VI) Other duties of diligence as stipulated by laws, administrative regulations, departmental rules and the Articles of Association. | Article 24 In compliance with the laws, administration regulations and the Articles of Association, the Directors shall perform the following duties of diligence to the Company and exercise the reasonable care normally expected of management personnel in the best interests of the Company in the performance of their duties:

...

(V) to truthfully provide relevant information and materials to the audit committee and shall not impede the audit committee in the exercise of their duties and powers;

(VI) Other duties of diligence as stipulated by laws, administrative regulations, departmental rules and the Articles of Association. |
| Article 26 If a Director fails to perform his/her duties of loyalty and diligence, the general meeting may terminate or propose the termination of his/her duties as a Director. | Article 26 If a Director fails to perform his/her duties of loyalty and diligence, the general meeting may terminate or propose the termination of his/her duties as a Director. The general meeting may resolve to dismiss a Director, and the dismissal shall take effect on the date of the resolution. If a Director is dismissed before the expiration of his/her term of office without a valid reason, the Director may seek compensation from the Company. |
| Article 28 The Directors are accountable to the Company and shall assume the following responsibilities:

... | Article 28 The Directors are accountable to the Company and assume the following responsibilities:

... |

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PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR BOARD MEETINGS

Original articles	Amended articles
(II) A Director who violates laws, administrative regulations, and the Articles of Association and causes losses to the Company in performing duties for the Company shall assume the liability for compensation; and if he/she is suspected of committing a crime, he/she shall be transferred to the judicial authorities in accordance with the law;	(II) If a Director causes damages to others in performing duties for the Company, the Company shall assume the liability for compensation; and if such damages are out of the intent or gross negligence of the Director, he/she shall also be liable for damages. A Director who violates laws, administrative regulations, and the Articles of Association and causes losses to the Company in performing duties for the Company shall assume the liability for compensation; and if he/she is suspected of committing a crime, he/she shall be transferred to the judicial authorities in accordance with the law;
Article 35 A Director may resign before the expiration of his/her term of office by submitting a notice of resignation to the Board in writing, which shall take effect upon approval. The Board shall make relevant disclosure within two days. Any Director who leaves the office without approval and causes losses to the Company shall assume the corresponding legal liability.	Article 35 A Director may resign before the expiration of his/her term of office by submitting a notice of resignation to the Board in writing. The Board shall make relevant disclosure within two days. Any Director who leaves the office without going through the above procedure and causes losses to the Company shall assume the corresponding legal liability.
Article 36 If the resignation of a Director causes the Board to be below the quorum, the resigning Director shall, before the newly elected Director takes office, still perform the duties as a Director in accordance with the provisions of laws, administrative regulations, departmental rules and the Articles of Association. The Board shall convene an extraordinary general meeting as soon as practicable to elect a new Director to fill the vacancy arising from the resignation of the resigning Director.
Except for the circumstance set out in the preceding paragraph, the resignation of a Director shall take effect upon the submission of his/her notice of resignation to the Board.	Article 36 If the resignation of a Director causes the number of members of the Board to be below the quorum, the resigning Director shall, before the newly elected Director takes office, still perform the duties as a Director in accordance with the provisions of laws, administrative regulations, departmental rules and the Articles of Association. The Board shall convene an extraordinary general meeting as soon as practicable to elect a new Director to fill the vacancy arising from the resignation of the resigning Director.

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PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR BOARD MEETINGS

Original articles

Amended articles

Article 37 A Director who tenders his/her resignation or whose term of office expires shall complete all handover procedures with the Board of Directors, and his duties of loyalty to the Company and its Shareholders shall not cease ipso facto during the period when the notice of resignation has not become effective or the three years after the notice of resignation has become effective, and during the three years upon the termination of his/her office. The duties of confidentiality in relation to trade secrets of the Company survive the termination of his/her office until such trade secrets enter the public domain and are not subject to a three-year period provision. Other obligations shall continue for such a period as determined according to the principle of fairness and depending on the length of time elapsed between the act concerned and the termination as well as the circumstances and conditions under which the relationship with the Company is terminated. A Director whose term of office has not yet terminated shall assume the liability for compensation for any loss to the Company caused by his/her unauthorized departure from office.

Article 38 A Director who violates laws, administrative regulations, departmental rules or the Articles of Association in the performance of his/her duties and cause losses to the Company shall assume the liability for compensation.

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PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR BOARD MEETINGS

Original articles	Amended articles
Article 43 The Chairman of the Board shall perform the following duties and powers:
(I) to preside over the general meeting, and to convene and preside over Board meetings;
(II) to supervise and inspect the execution of the resolutions of the Board;
(III) other duties and powers conferred by the Board.

Where the Chairman of the Board is unable to perform duties or fails to perform duties, a Director shall be recommended and elected jointly by more than half of the Directors to perform duties. | Article 42 The Chairman of the Board shall perform the following duties and powers:
(I) to preside over the general meeting, and to convene and preside over Board meetings;
(II) to supervise and inspect the execution of the resolutions of the Board;
(III) other duties and powers conferred by the Board.

Where the Chairman of the Board is unable to perform duties or fails to perform duties, a Director shall be recommended and elected jointly by more than half of the Directors to perform duties. |
| Article 45 The secretary to the Board of the Company shall be a natural person with the necessary expertise and experience appointed by the Board. The main duties and responsibilities of the secretary to the Board are set forth below:
(I) to prepare and deliver reports and documents issued by the Board and the general meeting as required by competent national authorities;
(II) to prepare and deliver reports and documents of the Board and the general meeting;
(III) to prepare for the Board meeting and general meeting according to legal procedures, sit in on the Board meeting and take minutes, and sign on the minutes of meeting to ensure its accuracy; | Article 44 The secretary to the Board of the Company shall be a natural person with the necessary expertise and experience appointed by the Board. The main duties and responsibilities of the secretary to the Board are set forth below:
(I) to prepare and deliver reports and documents issued by the Board and the general meeting as required by competent national authorities;
(II) to prepare and deliver reports and documents of the Board and the general meeting;
(III) to prepare for the Board meeting and general meeting according to legal procedures, sit in on the Board meeting and take minutes, and sign on the minutes of meeting to ensure its accuracy; |

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PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR BOARD MEETINGS

Original articles	Amended articles
(VI) to be responsible for keeping the register of members, register of Directors, materials on shareholdings of substantial Shareholders and Directors, and seals of the Board, as well as documents and minutes of the Board and general meeting of the Company;	(VI) to be responsible for keeping the register of members, register of Directors, materials on shareholdings of substantial Shareholders and Directors, and seals of the Board, as well as documents and minutes of the Board and general meeting of the Company;
(VII) to help the Directors, Supervisors and senior management of the Company to understand their responsibilities conferred by laws, regulations, the Articles of Association and rules of the Company;	(VII) to help the Directors and senior management of the Company to understand their responsibilities conferred by laws, regulations, the Articles of Association and rules of the Company;
(VIII) to assist the Board in exercising its duties and powers legally, and where the resolution of the Board violates the laws and regulations, the Articles of Association and relevant rules, raise a timely objection, and if the Board insists on making such resolution, take minutes about such situation and submit it immediately to all the Directors and Supervisors of the Company;	(VIII) to assist the Board in exercising its duties and powers legally, and where the resolution of the Board violates the laws and regulations, the Articles of Association and relevant rules, raise a timely objection, and if the Board insists on making such resolution, take minutes about such situation and submit it immediately to all the Directors of the Company;
Article 47 The following persons/organizations may submit proposals to the Board:	Article 46 The following persons/organizations may submit proposals to the Board:
(I) Shareholders holding, individually or collectively, more than 3% of the total number of voting Shares of the Company;	(I) Shareholders holding, individually or collectively, more than 1% of the total number of voting Shares of the Company;
(II) Chairman of the Board;	(II) Chairman of the Board;
(III) more than one third of the Directors;	(III) more than one third of the Directors;

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Original articles	Amended articles
(IV) special committees of the Board;
(V) Supervisory Committee;
(VI) general manager.	(IV) special committees of the Board;
(V) audit committee;
(VI) general manager.
Article 51 Deliberations among Directors shall be conducted in the form of Board meeting. The Chairman of the Board is responsible for convening and presiding over a Board meeting. A Board meeting shall be held at least twice annually and shall be convened by the Chairman of the Board by giving a notice to all Directors and Supervisors 10 days prior to the convening of the meeting. Shareholders representing more than one tenth of the voting rights, more than one third of the Directors or the Supervisory Committee may propose to convene an interim Board meeting. The Chairman of the Board shall convene and preside over a Board meeting within 10 days after receiving the proposal.	Article 50 Deliberations among Directors shall be conducted in the form of Board meeting. The Chairman of the Board is responsible for convening and presiding over a Board meeting. A Board meeting shall be held at least twice annually and shall be convened by the Chairman of the Board by giving a notice to all Directors 10 days prior to the convening of the meeting. Shareholders representing more than one tenth of the voting rights, more than one third of the Directors or the audit committee may propose to convene an interim Board meeting. The Chairman of the Board shall convene and preside over a Board meeting within 10 days after receiving the proposal.
Article 60 Supervisors may, and the general manager and the secretary to the Board who do not concurrently serve as Directors shall, sit in on the Board meetings. The convener of a Board meeting may notify such other relevant persons as he/she deems necessary to attend the meeting. Persons who sit in on the meeting have the right to express their views on the relevant issues but do not have the right to vote.	Article 59 The general manager and the secretary to the Board who do not concurrently serve as Directors shall sit in on the Board meetings. The convener of a Board meeting may notify such other relevant persons as he/she deems necessary to attend the meeting. Persons who sit in on the meeting have the right to express their views on the relevant issues but do not have the right to vote.

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Original articles	Amended articles
Article 61 Procedures for submitting a resolution of the Board are set out below:
(I) Submission of resolution: A resolution shall be submitted in accordance with Article 47, 48 and 49 herein.	Article 60 Procedures for submitting a resolution of the Board are set out below:
(II) Submission of resolution: A resolution shall be submitted in accordance with Article 46, 47 and 48 herein.
Article 64
Where Directors attend an onsite meeting by telephone or similar communication equipment, all such Directors shall be deemed to be present at the meeting in person so long as they are able to be heard by and communicate with Directors present at the onsite meeting in person. Subject to ensuring the full expression by the Supervisors of their opinions, a Board meeting may be conducted and resolved by voting by way of telecommunications, which shall be signed by the Directors present. The voting by way of telecommunications shall be stipulated with an effective time limit, and any Director who fails to express his/her opinion within the prescribed time limit shall be deemed to have abstained from voting.	Article 63
Where Directors attend an onsite meeting by telephone or similar communication equipment, all such Directors shall be deemed to be present at the meeting in person so long as they are able to be heard by and communicate with Directors present at the onsite meeting in person. Subject to ensuring the full expression by the Directors of their opinions, a Board meeting may be conducted and resolved by voting by way of telecommunications, which shall be signed by the Directors present. The voting by way of telecommunications shall be stipulated with an effective time limit, and any Director who fails to express his/her opinion within the prescribed time limit shall be deemed to have abstained from voting.
Article 65 Ordinary resolutions made by the Board shall be passed by more than half of all Directors. Special resolutions made by the Board shall be passed by more than two thirds of all Directors. The Chairman of the Board has the right to cast an additional vote when the votes against and in favor of a resolution are equal.
In the case of voting by way of telecommunications, the Directors shall fax their written opinions and voting intention on the matters under deliberation to the office of the Board upon signing. Directors participating in the voting by way of telecommunications shall submit the original voting ballots signed to the Board within the period notified at the meeting.	Article 64 Ordinary resolutions made by the Board shall be passed by more than half of all Directors. Special resolutions made by the Board shall be passed by more than two thirds of all Directors. The Chairman of the Board has the right to cast an additional vote when the votes against and in favor of a resolution are equal.
In the case of voting by way of telecommunications, the Directors shall send their written opinions and voting intention on the matters under deliberation to the office of the Board upon signing by mail or fax. Directors participating in the voting by way of telecommunications shall submit the original voting ballots signed to the Board within the period notified at the meeting.

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Original articles

Amended articles

Article 66 A Director who is connected to the enterprise or relevant matters involved in the resolution of a Board meeting shall not exercise his/her voting rights on the resolution, nor shall he/she exercise his/her voting rights on behalf of other Directors. Such Board meeting may be held by more than half of the unconnected Directors attending the meeting and the resolutions of the Board meeting shall be adopted by more than half of the unconnected Directors. If the number of unconnected Directors present at the Board meeting is less than three, the matter shall be submitted to the general meeting for consideration.

Article 65 A Director who is connected to the enterprise or individual or relevant matters involved in the resolution of a Board meeting shall immediately report the same to the Board in writing. A connected Director shall not exercise his/her voting rights on the resolution, nor shall he/she exercise his/her voting rights on behalf of other Directors. Such Board meeting may be held by more than half of the unconnected Directors attending the meeting and the resolutions of the Board meeting shall be adopted by more than half of the unconnected Directors. If the number of unconnected Directors present at the Board meeting is less than three, the matter shall be submitted to the general meeting for consideration.

Article 67 A Director is a connected Director if he/she is:

...

(IV) a closely related family member of a director, supervisor, or senior management of the counterparty or its direct or indirect controller;

... | Article 66 A Director is a connected Director if he/she is:

...

(IV) a closely related family member of a director or senior management of the counterparty or its direct or indirect controller;

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The proposed amendments to the Rules of Procedures for Board Meetings are prepared in Chinese, so the English version is only a translation. In the event of any discrepancy between the English translation and the Chinese version of the Rules of Procedures for Board Meetings, the Chinese version shall prevail.

NOTICE OF ANNUAL GENERAL MEETING

德銀天下股份有限公司

DEEWIN TIANXIA CO.,LTD

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

(Stock Code: 2418)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Deewin Tianxia Co., Ltd (the "Company") will be held at 10:00 a.m. on Thursday, 29 May 2025 at Conference Room, 2nd Floor, East Wing Annex Building, Wiser Plaza, Weiyang District, Xi'an City, Shaanxi Province, the PRC to consider and approve the following resolutions. Unless otherwise indicated, capitalized terms used in this notice and the following resolutions shall have the same meanings as those defined in the circular (the "Circular") of the Company dated 30 April 2025:

ORDINARY RESOLUTIONS

To consider and approve the 2024 work report of the Board of Directors of the Company.
To consider and approve the 2024 work report of the Supervisory Committee of the Company.
To consider and approve the 2024 annual final financial report of the Company.
To consider and approve the 2025 comprehensive budget plan of the Company.
To consider and approve the 2025 financing plan.
To consider and approve the 2024 profit distribution plan.
To consider and approve the appointment of Mr. Zhao Peng (趙鵬) as the executive director of the Company.
To consider and approve matters in connection with the purchase of liability insurance for the directors, supervisors and senior management of the Company, and to authorize any one Director or senior management to handle the specific matters in connection with the purchase of liability insurance for directors, supervisors and senior management within the proposal scheme, including but not limited to the selection of the insurance company, the determination of the liability limit, the insurance amount, and other insurance terms, the execution of relevant legal documents, the handling of all the matters relating to insurance placement and claims, and the arrangement for renewal or re-purchase of the liability insurance upon or prior to the expiration of the liability insurance for directors, supervisors and senior management.
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NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTIONS

To consider and approve the following resolution on the proposed general mandate to issue Shares:

(1) Subject to the conditions set out in (2) below and in compliance with the relevant regulations, it is proposed to the general meeting to authorize the Board to, within the Relevant Period (as defined below), issue Shares (H Shares and/or Domestic Shares, the same below) (including any sale or transfer of treasury Shares out of treasury) at its discretion.

(2) The number of H Shares and Domestic Shares to be issued as approved by the Board, separately or concurrently, shall not exceed 20% of the total number of shares of the Company in issue (excluding any treasury Shares) as at the date on which this resolution is considered and approved at the AGM. As at the Latest Practicable Date, the total number of issued shares of the Company (excluding any treasury Shares) was 2,181,436,500, which comprised a total of 1,629,000,000 Domestic Shares and a total of 552,436,500 H Shares. Assuming that there is no change in the number of Domestic Shares and H Shares before the date of the AGM, the maximum number of Shares that may be issued by the Company under the general mandate to issue Shares will be 436,287,300. If the number of H Shares and Domestic Shares changes due to the Company's repurchase or cancellation of the shares and other matters, the general mandate will make corresponding adjustments according to the changed number of shares.

(3) For the purposes of this resolution:

“Relevant Period” means the period from the date on which this resolution come into effect until whichever is the earliest of:

the conclusion of the next annual general meeting of the Company following the passing of this resolution; or
the expiration of the 12-month period following the passing of this resolution; or
the date on which the authorization referred to in this resolution is revoked or varied by a special resolution at any general meeting of the Company.

Provided the Board or its authorized persons has, during the validity term of the authorisation, executed necessary files or fulfilled necessary procedures while such files or procedures may have to be performed or exercised, or will be completed after the expiry of the authorisation, the term of the authorisation shall be extended correspondingly.

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NOTICE OF ANNUAL GENERAL MEETING

In order to improve the efficiency of decision-making, reduce the approval procedures and seize market opportunities, it is proposed to the general meeting to authorize the Board to deal with all matters in relation to the general mandate to issue Shares at its sole discretion, including but not limited to:

(1) To authorize the Board to determine the specific share issuance plan, including but not limited to:

class and number of Shares to be issued;
pricing method and/or issue price (including price range);
determining the time of issuance, term of issuance, target subscribers, method of issuance, use of proceeds and other contents to be included in the specific issuance plan as required by relevant laws, regulations and other regulatory documents, relevant regulatory authorities and the stock exchange of the listing place;
deciding on the engagement of intermediaries, signing, executing, amending and completing all agreements and documents relating to the issuance of relevant shares;
disclosing relevant information in accordance with relevant laws and regulations and the listing rules of the stock exchange where the Company's securities are listed; and
dealing with all the reporting, registration, filing and listing matters in relation to the issue of the Relevant Shares.

(2) To authorize the Board to increase the registered capital of the Company to reflect the shares authorized to be issued by the Company pursuant to this resolution, to make such appropriate and necessary amendments to the provisions of the Articles of Association relating to the issue of shares and registered capital, and to take any other action and complete any formality required to effect such increase.

(3) In addition to the above-mentioned contents in relation to the general mandate to issue shares proposed to be approved at the AGM, it is proposed to the general meeting to agree to authorize the secretary to the Board and/or the company secretary to deal with all relevant matters in relation to the issue of shares, including but not limited to the preparation, amendment, publication and despatch of relevant announcements and shareholder circulars in accordance with the relevant requirements under domestic and overseas laws and regulations and the Listing Rules, as well as the requirements and recommendations of the relevant domestic and overseas government departments and regulatory authorities.

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NOTICE OF ANNUAL GENERAL MEETING

To consider and approve the resolution on the general mandate to repurchase shares:

I. The General Mandate

(1) The Board of the Company is hereby authorized to repurchase up to 10% of the total number of H shares of the Company in issue (excluding any treasury Shares (if any)) as at the date of approval of the resolution at the general meeting of the Company (“The General Mandate”) with self-raised funds of the Company during the authorization period (as defined in “II. Validity of the General Mandate” below to this resolution).

(2) The Board of the Company is hereby authorized to deal with matters relating to the repurchase of H Shares, including but not limited to:

formulate and implement specific repurchase plans in accordance with the Company Law and other laws and regulations, the Listing Rules and the Articles of Association, including but not limited to determining the timing of repurchase, repurchase period, repurchase price, repurchase quantity and allocation;
determine the specific use of the repurchased H Shares based on the actual circumstances of the Company and within the time limit prescribed by relevant laws and regulations, and adjust or modify the use of H Shares to the extent permitted by applicable laws and regulations;
open stock accounts and capital accounts and complete the corresponding procedure of change in foreign exchange registration;
perform the relevant approval or filing procedures (if applicable) in accordance with applicable laws and regulations, the Listing Rules and regulatory requirements;
adjust the repurchase plans and continue to handle matters related to repurchase in accordance with relevant national regulations, requirements of relevant government departments and securities regulatory authorities, market conditions and the actual operating conditions of the Company, in the event of new requirements of laws and regulations and securities regulatory authorities on repurchase policies and changes in market conditions, except for matters that are subject to re-approval at the general meeting in accordance with relevant laws and regulations and the Articles of Association;
sign and execute other documents and complete other matters relevant to repurchases of H Shares, including signing and executing the subsequent capital reduction, cancellation of shares and making such amendments to the Articles of Association as it thinks appropriate.

NOTICE OF ANNUAL GENERAL MEETING

The above-mentioned authorization matters may be delegated by the Board to the management for exercise, except for matters which are specifically required by laws, administrative regulations, rules of securities regulatory authorities, regulatory documents or the Articles of Association to be approved by the Board.

II. Validity of the General Mandate

The General Mandate for the repurchase of H Share commences valid from the passing of this resolution as a special resolution at the AGM until whichever is the earliest of:

(I) the conclusion of the AGM for the year 2025 of the Company; or
(II) the revocation or variation of the authorization given to the Board under this resolution by passing a special resolution of the general meeting of the Company.

The Board's exercise of the power granted under the aforementioned General Mandate is subject to the compliance with the Company Law, the Securities Law and the Listing Rules (as amended from time to time) and all the requisite approvals from the relevant authorities.

ORDINARY RESOLUTION

To consider and approve the authorization to the Board to determine the interim profit distribution plan of the Company for 2025.

SPECIAL RESOLUTION

To consider and approve the proposed amendments to the articles of association of the Company set out in Appendix IV to the Circular.
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NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

To consider and approve the proposed abolishment of the supervisory committee of the Company, subject to the passing of the above-mentioned resolution No. 12.
Subject to the passing of the above-mentioned resolutions No.12 and No.13, to consider and approve:

14.1 the proposed dismissal of Mr. Ji Jianguo as a non-employee representative supervisor of the Company;

14.2 the proposed dismissal of Mr. Zhang Shaojie as a non-employee representative supervisor of the Company.

To consider and approve the proposed repeal of the rules of procedures for supervisory committee of the Company, subject to the passing of the above-mentioned resolutions No. 12 and No.13.
To consider and approve the proposed amendments to the rules of procedures for general meetings set out in Appendix V to the Circular, subject to the passing of the above-mentioned resolutions No. 12 and No.13.
To consider and approve the proposed amendments to the rules of procedures for board meetings set out in Appendix VI to the Circular, subject to the passing of the above-mentioned resolutions No. 12 and No.13.

By Order of the Board

Deewin Tianxia Co., Ltd

德銀天下股份有限公司

LIU Lulu

Company Secretary

Xi'an, the PRC, 30 April 2025

Notes:

(1) CLOSURE OF REGISTER OF MEMBERS AND ELIGIBILITY FOR ATTENDING AND VOTING AT THE ANNUAL GENERAL MEETING OF THE COMPANY

The register of members of H Shares of the Company were closed from Tuesday, 29 April 2025 to Thursday, 29 May 2025 (both days inclusive). Holders of H shares and domestic shares of the Company whose names appear on the register of members of the Company at the opening of business on Thursday, 29 May 2025 are entitled to attend and vote at the AGM.

In order to attend and vote at the AGM, holders of H shares of the Company shall lodge all transfer documents together with the relevant share certificates with Computershare Hong Kong Investor Services Limited, the Company's H share registrar, at Shops 1712-1716, 17th Floor, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Monday, 28 April 2025.

NOTICE OF ANNUAL GENERAL MEETING

(2) CLOSURE OF REGISTER OF MEMBERS AND ELIGIBILITY FOR THE 2024 FINAL DIVIDEND

The Board recommended the payment of a final dividend of RMB0.3513 per ten shares (tax inclusive) for the year ended 31 December 2024 (the “Proposed 2024 Final Dividend”), subject to the approval of the Shareholders at the 2024 AGM to be held on Thursday, 29 May 2025. The proposed 2024 final dividend will be paid on or before Friday, 22 August 2025 to shareholders whose names appear on the register of members of the Company on Tuesday, 10 June 2025.

For the purpose of determining the Shareholders’ entitlement to the proposed 2024 final dividend, the Registers of Members will be closed from Wednesday, 4 June 2025 to Tuesday, 10 June 2025, both days inclusive. In order to establish entitlements to the Proposed 2024 Final Dividend, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Center, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Tuesday, 3 June 2025.

(3) REGISTRATION PROCEDURES FOR ATTENDING THE ANNUAL GENERAL MEETING

The Shareholder or its proxies shall produce his identification proof. If a corporation Shareholder’s legal representative or any other person authorized by the board of directors or other governing body of such corporate Shareholder attends the AGM, such legal representative or other person shall produce his proof of identity, and proof of designation as legal representative and the valid authorization document of the board of directors or other governing body of such corporate shareholder (as the case may be) to prove the identity and authorization of that legal representative or other person.

(4) PROXIES

a. Any Shareholder who is entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote on his behalf at the AGM. A proxy needs not be a Shareholder. Any Shareholder who wishes to appoint a proxy should first review the form of proxy for use in the AGM.

b. Any Shareholder shall appoint its proxy in writing. The instrument appointing a proxy must be in writing signed under the hand of the appointer or his attorney duly authorized in writing. If the appointer is a body corporate, the instrument shall be affixed with the seal of the body corporate or shall be signed by the directors of the board of the body corporate or by attorneys duly authorized. If the instrument is signed by an attorney of the appointer, the power of attorney authorizing the attorney to sign or other documents of authorization must be notarially certified. In order to be valid, the proxy form together with the notarised power of attorney or other authorisation document (if any) must be delivered to the correspondence address designated by the Company for holders of domestic shares not less than 24 hours before the time appointed for the AGM. To be valid, for holders of H Shares, the form of proxy and notarised power of attorney or other documents of authorisation (if any) must be delivered to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours (i.e. 10:00 a.m. on Wednesday, 28 May 2025) before the time appointed for the AGM. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM or any adjournment thereof (if any) should they so wish.

(5) THE AGM IS EXPECTED TO LAST FOR HALF A DAY. SHAREHOLDERS ATTENDING THE MEETING ARE RESPONSIBLE FOR THEIR OWN TRANSPORTATION AND ACCOMMODATION EXPENSES.

Designated address of the Company:

16th Floor, Unit 1 Building 1, Jingwei International Centre, 29 West Section of Xijin Road Jingwei New City, Economic

and Technological Development Zone, Xi’an City, Shaanxi, the PRC

(Postal code: 710200)

Telephone No: (86) 29 8606 0733

Attention: LIU Lulu

As at the date of this notice, the Board of Directors of the Company comprises Mr. Guo Wancai as Chairman and non-executive Director, Mr. Wang Runliang and Mr. Wang Wenqi as executive Directors, Mr. Tian Qiang, Mr. Zhao Chengjun and Ms. Feng Min as non-executive Directors, and Mr. Li Gang, Mr. Ip Wing Wai and Mr. Yu Qiang as independent non-executive Directors.

133 -

AI assistant

Deewin Tianxia Co., Ltd — Proxy Solicitation & Information Statement 2025

50584_rns_2025-04-30_9e073f8b-b660-4549-a628-814059b5affe.pdf

德銀天下股份有限公司

德銀天下股份有限公司

DEEWIN TIANXIA CO.,LTD

Executive Directors

Non-executive Directors

Independent non-executive Directors

Registered Office

Place of business in Hong Kong

1. INTRODUCTION

2. 2024 WORK REPORT OF THE BOARD OF DIRECTORS

3. 2024 WORK REPORT OF THE SUPERVISORY COMMITTEE

4. 2024 ANNUAL FINANCIAL REPORT

PRC Accounting Standards for Business Enterprises

I. Assets and liabilities

II. Operating results

1. Total operating revenue and net profit

2. Expenses

III. Cash flow situation

International Financial Reporting Standard

5. 2025 COMPREHENSIVE BUDGET REPORT

I. Working Policy for 2025

II. Safeguarding measures to achieve the target in 2025

6. 2025 FINANCING PLAN

7. 2024 PROFIT DISTRIBUTION PLAN

8. PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR

Resignation

Proposed Appointment of Executive Director

9. PROPOSED AUTHORIZATION TO PURCHASE LIABILITY INSURANCE FOR DIRECTORS, SUPERVISORS, AND SENIOR MANAGEMENT

10. PROPOSED GENERAL MANDATE TO ISSUE SHARES

11. PROPOSE GENERAL MANDATE TO REPURCHASE SHARES

12. AUTHORIZATION TO THE BOARD TO DETERMINE THE PAYMENT OF 2025 INTERIM DIVIDEND

13. PROPOSED ABOLISHMENT OF THE SUPERVISORY COMMITTEE, DISMISSAL OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS, REPEAL OF THE RULES OF PROCEDURES FOR SUPERVISORY COMMITTEE AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION

14. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR GENERAL MEETINGS

15. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR BOARD MEETINGS

16. ANNUAL GENERAL MEETING

17. RECOMMENDATION

3. Information on special committees of the Board

4. Performance of duties by independent directors

5. Information disclosure work

6. Corporate Governance

IV. WORK PLAN OF THE BOARD OF DIRECTORS FOR 2025

(i) Continue to give full play to the core role of the Board in corporate governance

DEEWIN TIANXIA CO., LTD

Work Report of the Supervisory Committee for 2024

I. MEETINGS OF THE SUPERVISORY COMMITTEE

II. PERFORMANCE OF DUTIES BY THE SUPERVISORY COMMITTEE

(i) Acting in accordance with the rules, operating in accordance with the law and performing its supervisory functions

(ii) Strengthening supervision and inspection to prevent irregularities

III. THE SUPERVISORY COMMITTEE'S REVIEW OF MATTERS RELATING TO THE COMPANY IN 2024

(i) Operation of the Company in accordance with the law

(ii) Financial work of the Company

(iii) Internal control situation

(iv) Connected transactions

(v) Information disclosure and prevention of insider trading

IV. WORK PLAN OF THE SUPERVISORY COMMITTEE FOR 2025

LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES

Number of Shares Proposed to be Repurchased

Reasons for Repurchase

Funding of Repurchase

Status of the Repurchased H Shares

H share prices

Directors' Undertaking

Disclosure of Interest

SECURITIES REPURCHASE MADE BY THE COMPANY

Comparison Table of Amendments to the Articles of Association of Deewin Tianxia Co., Ltd

Comparison Table of Amendments to the Rules of Procedures for General Meetings of Deewin Tianxia Co., Ltd

Comparison Table of Amendments to the Rules of Procedures for Board Meetings of Deewin Tianxia Co., Ltd

德銀天下股份有限公司

DEEWIN TIANXIA CO.,LTD

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

II. Validity of the General Mandate

ORDINARY RESOLUTION

SPECIAL RESOLUTION

ORDINARY RESOLUTIONS

(2) CLOSURE OF REGISTER OF MEMBERS AND ELIGIBILITY FOR THE 2024 FINAL DIVIDEND

Deewin Tianxia Co., Ltd Proxy Solicitation & Information Statement 2025