DFZQ — Board/Management Information 2021

Feb 5, 2021

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

(A joint stock company incorporated in the People’s Republic of China with limited liability under the Chinese corporate name “ 東方證券股份有限公司 ” and carrying on business in Hong Kong as “ 東方證券 ” (in Chinese) and “DFZQ” (in English))

(Stock Code: 03958)

ELECTIONS OF THE BOARD AND THE SUPERVISORY COMMITTEE AND

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

A meeting of the board of directors (the “ Board ”) of 東方證券股份有限公司 (the “ Company ”) was convened on February 5, 2021, at which, among other things, the Resolution Regarding the Election of the Board and the Resolution Regarding the Amendments to Certain Articles in the Articles of Association of the Company were considered and approved. A meeting of the supervisory committee (the “ Supervisory Committee ”) of the Company was also convened on February 5, 2021, at which the Resolution Regarding the Election of the Supervisory Committee was considered and approved.

The Board has agreed to convene the 2021 first extraordinary general meeting (the “ EGM ”) to consider the above resolutions.

ELECTION OF THE BOARD

The Board has considered and agreed to nominate Mr. Song Xuefeng and Mr. Jin Wenzhong as candidates for the executive directors of the fifth session of the Board, Mr. Yu Xuechun, Mr. Liu Wei, Mr. Zhou Donghui, Mr. Cheng Feng and Mr. Ren Zhixiang as candidates for the non-executive directors of the fifth session of the Board, and Mr. Xu Zhiming, Mr. Jin Qinglu, Mr. Wu Hong and Mr. Feng Xingdong as candidates for the independent non-executive directors of the fifth session of the Board.

Among the members of the fifth session of the Board, in addition to the above nominated director candidates, one employee representative director will be elected by the employees of the Company at the general meeting of employees’ representatives, staff meeting or otherwise by democratic election to join the fifth session of the Board directly.

All members of the fifth session of the Board shall serve a term of three years, which will be calculated from the date of the approval at the EGM.

The Board has agreed to submit the above list of director candidates for consideration and approval at the EGM.

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The biographical details for the director candidates of the fifth session of the Board are set out in Appendix 1 to this announcement. As at the date of this announcement and to the best of the Board’s knowledge, save as disclosed in this announcement, the director candidates have not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the date of this announcement, save as disclosed in this announcement, the director candidates do not have other relationship with any directors, supervisors, senior management or substantial shareholders of the Company. The director candidates do not have any interest in the shares of the Company or its associated companies within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). There is no other information in relation to the appointments of the director candidates which is required to be disclosed pursuant to the requirements set out in Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Hong Kong Listing Rules ”) nor are there any matters which need to be brought to the attention of the shareholders of the Company.

If appointed, the Company will enter into a service contract with each of the above director candidates. The Board proposed to appoint the director candidates as directors of the Company. Unless adjustment is required by the relevant applicable laws and regulations, the terms of office of the director candidates shall end on the expiry date of the terms of office of the fifth session of the Board. If appointed, Mr. Song Xuefeng will not receive remuneration from the Company during his term of office as an executive director, and the remuneration of Mr. Jin Wenzhong will be determined in accordance with relevant rules on remuneration and performance of management members of the Company during his term of office as an executive director. Mr. Yu Xuechun, Mr. Liu Wei, Mr. Zhou Donghui, Mr. Cheng Feng and Mr. Ren Zhixiang will not receive remuneration from the Company during their terms of office as non-executive directors. The remuneration of Mr. Xu Zhiming, Mr. Jin Qinglu, Mr. Wu Hong and Mr. Feng Xingdong will be determined in accordance with the resolution in relation to the Adjustment of Remuneration of the Independent Directors of the Company during their terms of office as independent non-executive directors. The above candidates for independent non-executive directors are selected by the Company after considering the diversity of Board members in several aspects, including but not limited to age, cultural and educational background, professional experience, skills and knowledge as well as their experience and contribution to be provided to the Board. As at the date of this announcement, to the best knowledge of the Board, the Board is of the view that all candidates for independent non-executive directors meet the independence guidelines set out in Rule 3.13 of the Listing Rules and are independent in accordance with the terms of the guidelines.

Due to the election of the Board, among the directors of the fourth session of the Board, Mr. Wu Junhao, Mr. Li Xiang, Ms. Xia Jinghan, Mr. Xu Jianguo and Mr. He Xuan will no longer serve as directors or serve any position in the Board committees of the Company from the date of approval of the election of the fifth session of the Board at the EGM. They confirm that they have no disagreement with the Board and there is no matter relating to their resignations that needs to be brought to the attention of the shareholders of the Company or The Stock Exchange of Hong Kong Limited (the “ Hong Kong Stock Exchange ”).

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ELECTION OF THE SUPERVISORY COMMITTEE

The Supervisory Committee has considered and agreed to nominate Mr. Zhang Qian, Mr. Wu Junhao, Mr. Zhang Jian, Mr. Shen Guangjun and Ms. Tong Jie as candidates for the fifth session of the shareholder representative supervisors and Mr. Xia Lijun as a candidate for the independent supervisor of the fifth session of the Supervisory Committee.

Among the members of the fifth session of the Supervisory Committee, in addition to the above nominated supervisor candidates, three employee representative supervisors will be elected by the employees of the Company at the general meeting of employees’ representatives, staff meeting or otherwise by democratic election to join the fifth session of the Supervisory Committee directly.

All members of the fifth session of the Supervisory Committee shall serve a term of three years, which will be calculated from the date of the approval at the EGM.

The Supervisory Committee has agreed to submit the above list of supervisor candidates other than the employee representative directors for consideration and approval at the EGM.

The biographical details for the supervisor candidates of the fifth session of the Supervisory Committee are set out in Appendix 2 to this announcement. As at the date of this announcement and to the best of the Supervisory Committee’s knowledge, save as disclosed in this announcement, the supervisor candidates have not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the date of this announcement, save as disclosed in this announcement, the supervisor candidates do not have other relationship with any directors, supervisors, senior management or substantial shareholders of the Company. The supervisor candidates do not have any interest in the shares of the Company or its associated companies within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). There is no other information in relation to the appointments of the supervisor candidates which is required to be disclosed pursuant to the requirements set out in Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules nor are there any matters which need to be brought to the attention of the shareholders of the Company.

The Company will enter into a service contract with each of the appointed supervisors. The Supervisory Committee proposed to appoint the supervisor candidates as supervisors of the Company. Unless adjustment is required by the relevant applicable laws and regulations, the terms of office of the supervisor candidates shall end on the expiry date of the terms of office of the fifth session of the Supervisory Committee. If appointed, Mr. Zhang Qian, Mr. Wu Junhao, Mr. Zhang Jian, Mr. Shen Guangjun and Ms. Tong Jie will not receive remuneration from the Company during their terms of office as shareholder representative supervisors and the remuneration of Mr. Xia Lijun will be determined with reference to the average rates offered by listed companies in the same industry and based on the actual situation and remuneration policy of the Company during his term of office as an independent supervisor.

Due to the election of the Supervisory Committee, among the supervisors who are not appointed from employee representatives of the fourth session of the Supervisory Committee, Ms. Huang Laifang, Mr. Liu Wenbin, Mr. Yin Keding and Mr. Wu Zhengkui will no longer serve as supervisors of the Company from the date of approval of the election of the fifth session of the Supervisory Committee at the EGM. They confirm that they have no disagreement with the Board and the Supervisory Committee and there is no matter relating to their resignations that need to be brought to the attention of the shareholders of the Company or the Hong Kong Stock Exchange.

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In order to further improve corporate governance and pursuant to the requirements of relevant laws and regulations, the election plan for the fifth session of the Board and the Supervisory Committee, and actual needs of the operations and management of the Company, the Company proposed to amend certain articles in the articles of association of the Company (the “ Articles of Association ”). The amendments details are set out in Appendix 3 to this announcement.

The amendments to the Articles of Association have been approved at the 25th meeting of the fourth session of the Board and shall be proposed at the EGM for consideration and approval and shall become effective upon approval at the EGM.

GENERAL MATTERS

The Board intends to convene the EGM to consider the above resolutions on March 5, 2021 in Shanghai, PRC. Once the detailed arrangement is determined, a circular containing, among other things, details of the above resolutions, together with the notice of the EGM, will be despatched to the shareholders in due course.

By order of the Board of Directors JIN Wenzhong Executive Director

Shanghai, PRC February 5, 2021

As at the date of this announcement, the Board of Directors comprises Mr. JIN Wenzhong as executive Director; Mr. LIU Wei, Mr. WU Junhao, Mr. ZHOU Donghui, Mr. LI Xiang, Ms. XIA Jinghan and Mr. XU Jianguo as non‑executive Directors; and Mr. XU Zhiming, Mr. JIN Qinglu, Mr. WU Hong, Mr. FENG Xingdong and Mr. HE Xuan as independent non‑executive Directors.

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APPENDIX 1: BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES

CANDIDATES FOR EXECUTIVE DIRECTORS

Mr. Song Xuefeng , a Chinese national born in 1970, is a member of the CPC, a doctorate in management, a senior economist and a certified public accountant. He currently serves as the secretary of the CPC party committee of the Company, a member of the CPC party committee and deputy general manager of Shenergy (Group) Company Limited, the chairman of Shanghai ICY Capital Co., Ltd., the chairman of Shanghai Shenergy Nengchuang Energy Development Co., Ltd., the chairman of Shanghai Shenergy ICY Equity Investment Co., Ltd. and the chairman of Shanghai Orient Securities Asset Management Co., Ltd. Mr. Song served as the manager of the financial department of Shenergy Company Limited, a deputy manager and manager of Shenergy Company Limited from March 2001 to May 2008, an assistant to the general manager and finance manager, chief accountant and finance manager, deputy general manager and chief accountant at Shenergy Company Limited from March 2005 to April 2011, the chairman of the supervisiory committee of Shenergy Company Limited from May 2011 to June 2020 (a temporary assistant mayor of Zigong, Sichuan from November 2010 to November 2011), assistant to general manager of Shenergy (Group) Company Limited from January 2012 to August 2014 and a non-employee representative supervisor and chairman of the Supervisory Committee of the Company from October 2014 to March 2018. Mr. Song has been serving as a deputy general manager of Shenergy (Group) Company Limited since August 2014, a member of the CPC party committee of Shenergy (Group) Company Limited since December 2016, and the secretary of the CPC party committee of the Company since September 2020.

Mr. Jin Wenzhong , a Chinese national born in 1964, is a member of the CPC, holds a master’s degree in economics and is an economist. He currently serves as the deputy secretary of the CPC party committee, executive director and president of the Company, the chairman of Shanghai Orient Securities Capital Investment Co., Ltd., the chairman of Orient Securities Investment Banking Co., Ltd. and a director of Shanghai Orient Securities Innovation Investment Co., Ltd. He served as the deputy manager of the distribution department, the deputy director of the research institute and the assistant to the president of Wanguo Securities from January 1992 to September 1995, the deputy director of the office for enterprise modernization committee of Nomura Securities from October 1995 to December 1997, a member of the CPC party committee and the deputy general manager of the Company from December 1997 to September 2010 and the general manager of the securities investment business department from March 2016 to March 2017. He has been serving as the deputy CPC party committee secretary, executive director, and president of the Company since September 2010, and acting as the chairman of the board of directors and legal representative of the Company since October 2020.

CANDIDATES FOR NON-EXECUTIVE DIRECTORS

Mr. Yu Xuechun , a Chinese national born in 1964, is a member of the CPC, holds a bachelor’s degree in engineering, and is a senior engineer. He currently serves as the deputy chief economist and general manager of strategic development department of Shenergy (Group) Company Limited, the general manager of Shenergy Hongkong Holding Limited and the chairman of supervisory committee of Shenergy Company Limited (listed on the Shanghai Stock Exchange under the stock code of 600642). He served as an engineering of Shanghai Electric Automation Research Institute and Shanghai Nanyang International Industrial Co., Ltd., the deputy director of marketing department, office manager and deputy office director of Shenergy Company Limited from November 1995 to April 2005, the deputy office director, deputy manager of asset management department, manager of asset management department and office director of Shenergy (Group) Company Limited from May 2005 to March 2020, and the deputy chief economist and general manager of strategic development department of Shenergy (Group) Company Limited since March 2020.

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Mr. Liu Wei , a Chinese national born in 1973, is a member of the CPC and holds a master’s degree in law. He currently serves as a member of the discipline inspection committee, the director of organization department under the CPC party committee and the general manager of human resource department of Shenergy (Group) Company Limited, a supervisor of Shenergy Group Business Services Co., Ltd. and a director of Shanghai Shenergy Chengyi Equity Investment Co., Ltd. Mr. Liu served as a clerk of the Enforcement Division (section officer), a clerk of the Economic Division, an assistant judge of the Economic Division, and an assistant judge of the Office (deputy section head level) of People’s Court of Huangpu District of Shanghai from July 1996 to December 2001, an assistant judge of the Office (deputy section head level), an assistant judge of the Office (section head level), the deputy section chief of the General Section of the Office, the director of the President’s Office of the Office, a judge (deputy division head level), and the deputy director of the Office of Higher People’s Court of Shanghai Municipality from December 2001 to May 2013, the deputy director of the Office of Organization Department, the deputy director and investigator of General Official Division of the CPC Shanghai Municipal Committee from May 2013 to September 2017. Mr. Liu has been serving as the manager of human resource department of Shenergy (Group) Company Limited since September 2017, and the director of organization department under the CPC party committee and the general manager of human resource department of Shenergy (Group) Company Limited since December 2020. Mr. Liu Wei has served as a non-executive director of the Company since March 2018.

Mr. Zhou Donghui , a Chinese national born in 1969, is a member of the CPC, holds a bachelor’s degree in accounting and is a senior accountant. He currently serves as a director and general manager of Shanghai Haiyan Investment Management Company Limited, a non-executive director of Haitong Securities Co., Ltd. (listed on the Hong Kong Stock Exchange under the stock code of 06837 and on the Shanghai Stock Exchange under the stock code of 600837) and a non-executive director of China Pacific Insurance (Group) Co., Ltd. (listed on the Hong Kong Stock Exchange under the stock code of 02601 and on the Shanghai Stock Exchange under the stock code of 601601). He served as a clerk and deputy chief of the financial department of Shanghai Tobacco (Group) Company from July 1991 to September 2000, the deputy manager and manager of the financial department of China Tobacco Shanghai Import and Export Co., Ltd. from September 2000 to September 2008, the deputy director of the investment management department of Shanghai Tobacco (Group) Company from September 2008 to April 2011, the deputy general manager of Shanghai Haiyan Investment Management Company Limited from August 2010 to April 2011, the deputy director of financial department and deputy director of fund management center of Shanghai Tobacco Group Co., Ltd. from April 2011 to February 2015, the standing deputy director of investment department of Shanghai Tobacco Group Co., Ltd. and standing deputy general manager of Shanghai Haiyan Investment Management Company Limited from February 2015 to July 2015, the director of investment department of Shanghai Tobacco Group Co., Ltd. and a director and general manager of Shanghai Haiyan Investment Management Company Limited from July 2015 to September 2016, and has served as a director and general manager of Shanghai Haiyan Investment Management Company Limited since September 2016. Mr. Zhou Donghui has served as a non-executive director of the Company since May 2020.

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Mr. Cheng Feng , a Chinese national born in 1971, is a member of the CPC and holds a master’s degree in business administration. He currently serves as a member of the CPC party committee and the deputy general manager of Shanghai United Media Group, the chairman of Shanghai Shangbao Asset Management Co., Ltd., the chairman of Shanghai Dongfang Press Co., Ltd., the chairman of Shanghai Real Power Capital Co., Ltd., the chairman of Shanghai Culture Assets And Equity Exchange Co., Ltd., the executive vice chairman of Shanghai XinHua Media Co., Ltd. (listed on the Shanghai Stock Exchange under the stock code of 600825), a director of Shanghai Oriental Pearl Real Estate Co., Ltd., an executive director of Shanghai Realty Times Co., Ltd., a director of China Universal Asset Management Company Limited, an executive director of Shanghai Jiefang Media Information Development Co., Ltd., an executive director of Shanghai Wenhui Xinmin Industrial Co. Ltd., the chairman of Shanghai Shangbao Chuanyue Properties Development Co., Ltd., an executive director of Shanghai Shenwen Industry Co.,Ltd., the chairman of Shanghai Oriental Ticketing Co., Ltd., the chairman of Shanghai Shangbao Industrial Co., Ltd., the chairman of supervisory committee of Jiemian (Shanghai) Network Technology Co., Ltd., the chairman of Shanghai Ruiyi Investment Management Co., Ltd. and the chairman of Shanghai Ruili Financial Information Service Co., Ltd. He served as a clerk, executive, member and deputy secretary of the CPC youth league committee, deputy secretary of the CPC youth league committee (in charge of works) and secretary of the CPC youth league committee of the Office of Foreign Economic of Shanghai Foreign Economic and Trade Commission from March 1995 to February 2001, the vice president of Shanghai Electrical Machinery Group Import & Export Co., Ltd. from February 2001 to June 2002, the deputy director of Office of Technology Import as well as deputy director (in charge of works) and director of Office of Technological Development and Technology Trade of Shanghai Foreign Economic and Trade Commission from June 2002 to April 2005, the office director, director of information center and general manager of administration department of Shanghai International Group Co., Ltd. from April 2005 to June 2009, the deputy secretary of the CPC party committee, general manager, secretary of the CPC party committee and chairman of Shanghai International Group Financial Services Co., Ltd. from June 2009 to March 2013, the secretary of the CPC party committee and chairman of Shanghai State-owned Assets Operation Co., Ltd. from March 2013 to October 2013, and a member of the CPC party committee and deputy general manager of Shanghai United Media Group since October 2013.

Mr. Ren Zhixiang , a Chinese national born in 1969, is a member of the CPC and holds a dotorate degree in economics. He currently serves as the deputy secretary of the CPC party committee and director and general manager of Zheneng Capital Holdings Co., Ltd., a director of Zhejiang Fuzhe Investment Co., Ltd., the vice chairman of Zheshang Property and Casualty Insurance Co., Ltd. and a non-executive director of China Zheshang Bank Co., Ltd. (listed on the Hong Kong Stock Exchange under the stock code of 02016 and on the Shanghai Stock Exchange under the stock code of 601916). He served as an office clerk, engineering and secretary of the CPC youth league committee of Zhejiang Water Conservancy and Hydropower Engineering Bureau from August 1995 to August 2001, a senior researcher and deputy general manager of investment banking division of Zhejiang International Trust & Investment Company Ltd. from June 2004 to February 2007, a senior director of asset management department of Zhejiang Provincial Energy Group Co., Ltd. from February 2007 to October 2010, the chief economist, deputy director and director of strategy management and legal department of Zhejiang Provincial Energy Group Co., Ltd. from October 2010 to November 2019, the deputy secretary to the CPC party committee and general manager of Zheneng Capital Holdings Co., Ltd. since November 2019, and director of Zheneng Capital Holdings Co., Ltd. since June 2020.

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CANDIDATES FOR INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Xu Zhiming , a Hong Kong permanent resident born in 1961, holds a doctorate degree in economics. He currently serves as a founding partner of China Broadband Capital. He successively served as a research analyst of Institute for International Studies in China International Trust and Investment Corporation, and the co-director of corporate finance department and co-director of capital market department of Nomura International (Hong Kong) Limited, a director and the director of investment banking division in the Great China Region of National Westminster Bank of Britain, a director and the director of corporate financing division in the Great China Region of Bank of Boston of the United States from December 1986 to August 1999, an executive director of China Resources Enterprise, Limited, an executive director of China Resources (Beijing) Land Limited, the managing director and chief operating officer of China Resources Logic Limited from August 1999 to December 2001, as well as a senior consultant of TOM Group Limited, and an executive director and chief operating officer of TOM Online Inc from January 2002 to May 2005. Mr. Xu has been a founding partner of China Broadband Capital since March 2006. Mr. Xu Zhiming has served as an independent non-executive director of the Company since July 2016.

Mr. Jin Qinglu , a Chinese national born in 1972, is a member of the CPC and holds a doctorate degree in accountancy. He currently serves as the dean of the School of Accountancy and a doctoral supervisor of Shanghai University of Finance and Economics. He served as an assistant professor of accountancy in the School of Accountancy of Shanghai University of Finance and Economics from June 2005 to June 2011, then an associate professor of accountancy in the School of Accountancy of Shanghai University of Finance and Economics from July 2011 to June 2012, and a professor of accountancy in the School of Accountancy of Shanghai University of Finance and Economics since July 2012. He served as the associate dean of the Institute of Accounting and Finance of Shanghai University of Finance and Economics from February 2014 to November 2018, the associate dean of the School of Accountancy of Shanghai University of Finance and Economics from April 2015 to November 2018, the director of the Collaborative Innovation Center for Accounting Reform and Development of Shanghai University of Finance and Economics from January 2016 to November 2018, an independent director of Shanghai Emperor of Cleaning Hi-Tech Co., Ltd. (listed on the Shanghai Stock Exchange under the stock code of 600230) from October 2017 to September 2020 and the dean of the School of Accountancy of Shanghai University of Finance and Economics since November 2018. Mr. Jin Qinglu has served as an independent non-executive director of the Company since October 2017.

Mr. Wu Hong , a Chinese national born in 1956, is a member of the CPC and holds a degree of bachelor of laws. He current serves as a professor and a doctoral supervisor of East China University of Political Science and Law, an independent director of Shanghai Pudong Development Bank Co., Ltd. (listed on the Shanghai Stock Exchange under the stock code of 600000), an independent director of Zhejiang Tailong Commercial Bank Co., Ltd. and an independent director of Western Leadbank Fund Management Co., Ltd. He has been working in East China University of Political Science and Law since July 1984, and used to serve as the dean of School of Economic Laws of East China University of Political Science and Law, the vice president of China Banking Law Society, an executive member of China Commercial Law Society, the president of Finance Law Committee under the Shanghai Law Society, the vice president of Shanghai Finance Law Society, the vice president of Shanghai International Commercial Law Society, and successively served as a member of the Proposition Committee of the Chinese National Judicial Examination, a legislative consultation expert of the Standing Committee of Shanghai Municipal People’s Congress and a member of the Shanghai Consumer Council. Mr. Wu Hong has served as an independent director of Zhejiang Medicine Co., Ltd. (listed on the Shanghai Stock Exchange under the stock code of 600216) from June 2015 to June 2018 and an independent non-executive director of the Company since December 2020.

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Mr. Feng Xingdong , a Chinese national born in 1977, is a member of the CPC and holds a doctorate degree in statistics. He currently serves as the dean, a professor of statistics and doctoral supervisor of School of Statistics and Management of Shanghai University of Finance and Economics. He served as an assistant professor of statistics and an associate professor of statistics of School of Statistics and Management of Shanghai University of Finance and Economics from June 2011 to June 2015, a professor and doctoral supervisor of School of Statistics and Management of Shanghai University of Finance and Economics since July 2015, and the dean of School of Statistics and Management of Shanghai University of Finance and Economics since November 2019. Mr. Feng Xingdong has served as an independent non-executive director of the Company since December 2020.

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APPENDIX 2: BIOGRAPHICAL DETAILS OF SUPERVISOR CANDIDATES

CANDIDATES FOR SHAREHOLDER REPRESENTATIVE SUPERVISORS

Mr. Zhang Qian , born in 1974, a member of the CPC, holds a master’s degree in business administration, and is an economist. Currently, he is a non-employee representative supervisor and chairman of the Supervisory Committee of the Company, a member of the CPC party committee and vice president of Shenergy (Group) Company Limited, the chairman of Shanghai Shenergy Energy Service Co., Ltd. and a director of Chengdu Xinshen Venture Capital Co., Ltd. Mr. Zhang joined Shenergy (Group) Company Limited in July 1996, and served as the deputy director and the director of the comprehensive management department of Shenergy (Group) Company Limited from January 2001 to October 2004, the deputy manager and the manager of the financial asset department of Shanghai Shenergy Asset Management Co., Ltd. from October 2004 to January 2006, the deputy head of the preparatory team of Shenergy Group Finance Co., Ltd. from January 2006 to February 2007, the deputy general manager of Shenergy Group Finance Co., Ltd. from February 2007 to August 2009, as well as the secretary of the CPC party branch and the general manager of Shenergy Group Finance Co., Ltd. from August 2009 to July 2016, during which period, Mr. Zhang has been serving as the vice president of Shenergy (Group) Company Limited since September 2015. Mr. Zhang Qian served as a non-executive director of the Company from October 2014 to March 2018 and has served as a non-employee representative supervisor of the Company since March 2018.

Mr. Wu Junhao , born in 1965, a member of the CPC, holds a master’s degree in management and is an economist. Currently, he is a non-executive Director of the Company, the general manager of the financial management department of Shenergy (Group) Company Limited, the chairman of supervisory committee of Shanghai Shenergy ICY Equity Investment Co., Ltd., a director of Shanghai ICY New Energy Venture Capital Investment Co., Ltd., a director of Chengdu Xinshen Venture Capital Co., Ltd., a supervisor of Shanghai ICY Capital Co., Ltd., a non-executive director of China Pacific Insurance (Group) Co., Ltd. (listed on the Hong Kong Stock Exchange under the stock code of 02601 and on the Shanghai Stock Exchange under the stock code of 601601), a director of China Pacific Life Insurance Co., Ltd., a director of China Pacific Property Insurance Co., Ltd. and a supervisor of China Everbright Bank Company Limited (listed on the Hong Kong Stock Exchange under the stock code of 06818 and on the Shanghai Stock Exchange under the stock code of 601818). Mr. Wu served as the executive deputy general manager of Shanghai New Resource Investment Consulting Co., Ltd. and the deputy general manager of Shanghai Pericom Investment Company. He also served as the deputy director of Shanghai Shenergy Asset Management Co., Ltd. from September 2003 to January 2006, and the deputy director, director and senior manager of the asset management department, and the deputy manager (in charge of affairs) of the financial management department in Shenergy (Group) Company Limited from January 2006 to April 2011. Mr. Wu has been serving as the general manager of financial management department in Shenergy (Group) Company Limited since April 2011. Mr. Wu Junhao has served as a non-executive director of the Company since October 2014.

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Mr. Zhang Jian , born in 1965, a member of the CPC, holds a master’s degree in business administration. Currently, he is the deputy general manager and a member of the CPC party committee of China Post Group Corporation Limited, Shanghai Branch. He served as a clerk, deputy section chief and deputy director of Nantong Post and Telecommunication Office from July 1984 to July 2004, the deputy director and senior accountant of Taizhou Post Office from July 2004 to November 2007, the deputy director and president of the trade union of Nantong Post Office from November 2007 to March 2008, the director of Taizhou Post Office from March 2008 to December 2008, the director and secretary of the CPC party committee of Taizhou Post Office from December 2008 to June 2011, the director and secretary of the CPC party committee of Nantong Post Office from June 2011 to February 2014, the general manager and secretary of the CPC party committee of Jiangsu Post Company, Nantong Branch from February 2014 to June 2015, the general manager and secretary of the CPC party committee of China Post Group Corporation, Nantong Branch from June 2015 to February 2016, and the deputy general manager and a member of the CPC party committee of China Post Group Corporation Limited, Shanghai Branch since February 2016.

Mr. Shen Guangjun , born in 1979, a member of the CPC, holds a master’s degree in accountancy. Currently, he is the chief accountant of the overseas business department of Shanghai Construction Group Co., Ltd. He served as a staff, assistant to manager, deputy manager and general manager of asset and finance department of Shanghai Municipal Engineering Design General Institute (Group) Co., Ltd. from April 2004 to May 2017, the deputy chief accountant and general manager of asset and finance department of Shanghai Municipal Engineering Design General Institute (Group) Co., Ltd. from May 2017 to February 2018, the assistant to president (assistant to director), deputy chief accountant (in charge of affairs) and general manager of asset and finance department of Shanghai Municipal Engineering Design General Institute (Group) Co., Ltd. from February 2018 to June 2019, and the chief accountant of the overseas business department of Shanghai Construction Group Co., Ltd. (listed on the Shanghai Stock Exchange under the stock code of 600170) since June 2019.

Ms. Tong Jie , a Chinese national born in 1968, holds a bachelor’s degree in financial accounting. Currently, she is a non-employee representative supervisor of the Company, the chief financial officer of Shanghai Jinqiao Export Processing Zone Development Co., Ltd. (listed on the Shanghai Stock Exchange under the stock code of 600639) and a director of Shanghai Xinjinqiao Plaza Industrial Co., Ltd. She served as the audit supervisor of China First Tractor Engineering Machinery Group Co., Ltd. ( 中國第一拖拉機工程機械集團有限公司 ) from December 1988 to December 2001, the internal audit supervisor, deputy manager of the financial department, deputy manager of the capital operation department, and manager of the financial department of Zhongbang Group Limited from December 2001 to December 2008, the senior audit manager of Xuhui Group Co., Ltd. from December 2008 to August 2009 and the external task supervisor of the Managing Centre of Director and Supervisor under the State-owned Assets Supervision and Administration Commission of Pudong New District of Shanghai ( 上 海市浦東新區國資委董事監事管理中心 ) from August 2009 to May 2016. She has been the chief financial officer of Shanghai Jinqiao Export Processing Zone Development Co., Ltd. since May 2016. Ms. Tong Jie has served as a non-employee representative supervisor of the Company since March 2018.

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CANDIDATE FOR INDEPENDENT SUPERVISOR

Mr. Xia Lijun , born in 1976, a member of the CPC, holds a doctorate degree in accountancy and is a certified public accountant. Currently, he is a professor, a doctoral supervisor and the head of Department of Accountancy of Antai College of Economics and Management of Shanghai Jiao Tong University, a member of the Guiding Committee of Professional Education of Accountancy of the Ministry of Education of the PRC, the vice president of Higher Engineering College Committee under Accounting Society of China, an executive member of Accounting Education Committee under Accounting Society of China, a member of China Audit Society, an executive member of Accounting Society of Shanghai, the vice president of Shanghai Cost Research Society, an independent director of Orient Fortune Information Co., Ltd., an independent director of Zhejiang Shengtai Garment Group Co., Ltd., an independent director of Shanghai Sanyou Medical Co., Ltd. (listed on the Shanghai Stock Exchange under the stock code of 688085), an independent director of Huatai Baoxing Fund Management Co., Ltd., an independent director of Shenzhen Huitai Medical Equipment Co., Ltd. (listed on the Shanghai Stock Exchange under the stock code of 688617), an independent director of Shanghai Tongji Science & Technology Industrial Co., Ltd. (listed on the Shanghai Stock Exchange under the stock code of 600846), an independent director of Visionox Technology Inc. (listed on the Shenzhen Stock Exchange under the stock code of 002387) and an executive director of Shanghai Bacai Information Technology Co., Ltd. She served as a lecturer, master’s supervisor, professor and doctoral supervisor of School of Accountancy of Shanghai University of Finance and Economics from July 2006 to March 2011, and a professor, a doctoral supervisor and the head of Department of Accountancy of Antai College of Economics and Management of Shanghai Jiao Tong University since March 2011.

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APPENDIX 3: AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original article	To be amended as	Basis
Article 44The term “financial assistance” mentioned in this chapter of the Articles of Association shall include (but not limited to) the financial assistance in the forms set out below: (1) gifts; ( 2 ) g u a r a n t e e ( i n c l u d i n g t h e undertaking of liability or provisions of property by the guarantor in order to secure the performance of the obligation by the obligator), indemnity (not including, however, indemnity arising from the Company’s own fault) and release or waiver of rights; (3) provision of a loan or conclusion o f a c o n t r a c t u n d e r w h i c h t h e obligations of the Company are to be fulfilled prior to the obligations of the other party to the contract, or a change in the party to such loan or contract as well as the assignment of rights under such loan or contract; (4) financial assistance in any other form when the Company is insolvent or has no net assets or when such assistance would lead to a significant reduction in the net assets of the Company. ⋯⋯	Article 44The term “financial assistance” mentioned in this chapter of the Articles of Association shall include (but not limited to) the financial assistance in the forms set out below: (1) gifts; (2) payment in advance; ( 3 ) g u a r a n t e e ( i n c l u d i n g t h e undertaking of liability or provisions of property by the guarantor in order to secure the performance of the obligation by the obligator), indemnity (not including, however, indemnity arising from the Company’s own fault) and release or waiver of rights; (4) provision of a loan or conclusion o f a c o n t r a c t u n d e r w h i c h t h e obligations of the Company are to be fulfilled prior to the obligations of the other party to the contract, or a change in the party to such loan or contract as well as the assignment of rights under such loan or contract; (5) financial assistance in any other form when the Company is insolvent or has no net assets or when such assistance would lead to a significant reduction in the net assets of the Company. ⋯⋯	A r t i c l e 2 0 o f t h e Guidelines on Articles of Association of Listed Companies

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Original article	To be amended as	Basis
Article 120Where a shareholders’ general meeting adopts vote by ballot, shareholders attending the meeting shall vote in one of the following categories on the proposal to be voted on: vote in favor of the proposal, vote against the proposal, or abstain from voting on the proposal. Any unfilled, improperly filled or poorly handwritten votes or votes that are not cast shall be considered as abstentions from voting by the shareholders. Its respective shares shall be counted as “abstentions” in the voting results.	Article 120Where a shareholders’ general meeting adopts vote by ballot, shareholders attending the meeting shall vote in one of the following categories on the proposal to be voted on: vote in favor of the proposal, vote against the proposal, or abstain from voting on the proposal, save for the circumstance under which the	A r t i c l e 8 9 o f t h e Guidelines on Articles of Association of Listed Companies
	securities registration and clearing
	institution, acting as the nominal
	holder of shares under the Stock
	Connect between Mainland and
	Hong Kong, makes reporting in
	accordance with the instruction
	of the de facto holders of relevant
	shares .Any unfilled, improperly filled or poorly handwritten votes or votes that are not cast shall be considered as abstentions from voting by the shareholders. Its respective shares shall be counted as “abstentions” in the voting results.

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Original article To be amended as Basis Article 139 The appointment and A r t i c l e 1 3 9 T h e a p p o i n t m e n t A r t i c l e 9 5 o f t h e removal of Directors by the Company and removal of Directors by the Guidelines on Articles shall be filed with the securities Company shall be filed with the of Association of Listed regulatory authorities of the State securities regulatory authorities of Companies C o u n c i l . W h e r e a n y p e r s o n i s the State Council. Where any person identified by the CSRC as being is prohibited by the CSRC from prohibited from accessing the accessing the securities market securities market within the ambit within the ambit of Article 146 of of Article 146 of the Company Law the Company Law or Article 124 or Article 124 of the Securities Law of the Securities Law and such and such prohibition has not been prohibition period has not expired , discharged , and where any person and where any person shall not hold shall not hold any directorship in the any directorship in the Company Company as stipulated by the Articles as stipulated by the Articles of of Association, they shall not hold any Association, they shall not hold any directorship in the Company. directorship in the Company. T h e e l e c t i o n , a p p o i n t m e n t o r T h e e l e c t i o n , a p p o i n t m e n t o r e n g a g e m e n t o f D i r e c t o r s i n e n g a g e m e n t o f D i r e c t o r s i n contravention of this Article shall be contravention of this Article shall be void. Directors, involved in any of the void. Directors, involved in any of the circumstances specified in this Article circumstances specified in this Article during the term of their office shall be during the term of their office shall be removed by the Company. removed by the Company. Article 157 The Company shall have Article 157 The Company shall have Election plan of the a Board of Directors accountable to a Board of Directors accountable to Company the shareholders’ general meeting. the shareholders’ general meeting. The Board of Directors consists of 14 The Board of Directors consists of 13 Directors, including one employee Directors, including one employee representative Director and at least representative Director and at least one-third of independent Directors. one-third of independent Directors. The Board of Directors shall have The Board of Directors shall have a chairman and may have a vice a chairman and may have a vice chairman. chairman.

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Original article	To be amended as	To be amended as	Basis
Article 158The Board of Directors shall perform the following duties: ⋯⋯ (19) other duties and powers granted by the laws, regulations and the Articles of Association. Resolutions regarding increase or reduction of registered capital, issuance of bonds, merger, division, dissolution and amendments to the Articles of Association of the Company shall be passed with the approval of over two-thirds of all Directors and other resolutions shall be passed with the approval of over half of all Directors.	Article 158The Board of Directors shall perform the following duties: ⋯⋯ (19)to determine the overall target and basic strategies of corporate		Relevant requirements o f t h e S e c u r i t i e s Association of China in relation to culture construction of securities companies
		basic strategies of corporate
	c u l t u r e c o n s t r u c t i o n , a n d b e
	responsible for the effectiveness of
	culture construction; (20) other duties and powers granted by the laws, regulations and the Articles of Association. Resolutions regarding increase or reduction of registered capital, issuance of bonds, merger, division, dissolution and amendments to the Articles of Association of the Company shall be passed with the approval of over two-thirds of all Directors and other resolutions shall be passed with the approval of over half of all Directors.
Article 190The Company shall have one President, who shall be appointed or removed by the Board of Directors. Directors may be appointed c o n c u r r e n t l y a s t h e P r e s i d e n t , Vice Presidents or other senior management. However, the number of Directors concurrently serving as the President, Vice Presidents or other senior management shall not exceed half of the total number of the Directors of the Company.	Article 190The Company shall have one President, who shall be appointed or removed by the Board of Directors. Directors may be appointed c o n c u r r e n t l y a s t h e P r e s i d e n t , Vice Presidents or other senior management. However, the number of Directors concurrently serving as the President, Vice Presidents or other senior managementand the number of employee representative Directors		A r t i c l e 9 6 o f t h e Guidelines on Articles of Association of Listed Companies
	in aggregate shall not exceed half of the total number of the Directors of the Company.

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Original article To be amended as Basis Article 191 A person shall not serve Article 191 A person shall not serve N e w S e c u r i t i e s L a w as a President of the Company if such as a President of the Company if such and Article 125 of the person faces any of the circumstances person faces any of the circumstances Guidelines on Articles specified in Article 146 of the specified in Article 146 of the of Association of Listed Company Law or in Article 124 of the Company Law or in Article 124 of the Companies Securities Law, or has been prohibited Securities Law, or has been prohibited from entering the market by the CSRC, from entering the securities market where such prohibition has not been by the CSRC, where such prohibition removed . The senior management of period has not expired . A person the Company shall not either involve who holds an administrative post other in operation and management of than a Director, supervisor in an entity other economic entities or serve owned by the controlling shareholder concurrently other securities firms of the Company shall not act as the or economic entities whose business senior management of the Company. is in competition with ours. A person The appointment and removal of who holds an administrative post other senior management by the Company than a Director, supervisor in an entity shall be filed with the securities owned by the controlling shareholder regulatory authorities of the State of the Company shall not act as the Council. senior management of the Company. The appointment and removal of senior management by the Company shall be filed with the securities regulatory authorities of the State Council.

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Original article	To be amended as	Basis
Article 193The President shall be accountable to the Board of Directors and perform the following duties: ⋯⋯ The senior management in charge of compliance management, risk management and the audit department shall not concurrently hold other positions or take charge of other departments that have conflicting duties with their incumbency.	Article 193The President shall be accountable to the Board of Directors and perform the following duties: ⋯⋯ The senior management in charge of compliance management, risk management and the audit department shall not concurrently hold other positions or take charge of other departments that have conflicting duties with their incumbency. The operational management of the	Relevant requirements o f t h e S e c u r i t i e s Association of China in relation to culture construction of securities companies
	Company shall be responsible for
	implementing the requirements of
	the Company’s Board of Directors
	in relation to corporate culture
	construction and carrying out
	detailed works of corporate culture
	construction, which include but
	are not limited to facilitating
	culture construction, formulating
	t h e g e n e r a l f r a m e w o r k a n d
	implementation procedures of
	culture construction, reviewing
	and considering the Company’s
	r u l e s a n d p o l i c i e s o f c u l t u r e
	construction, reporting to the Board
	of Directors on culture construction
	w o r k s a n d i m p l e m e n t i n g t h e
	performance appraisal and reward
	and punishment system related to
	culture construction.
A r t i c l e 2 0 1T h e p o s i t i o n s o f Supervisors shall be assumed by shareholder representatives, employee representatives of the Company and external supervisors.	A r t i c l e 2 0 1T h e p o s i t i o n s o f Supervisors shall be assumed by shareholder representatives, employee representatives of the Company and independent supervisors.	Election plan of the Company

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Original article To be amended as Basis Article 202 A person shall not serve as Article 202 A person shall not serve N e w S e c u r i t i e s L a w a Supervisor of the Company if such as a Supervisor of the Company and Article 135 of the person faces any of the circumstances if such person faces any of the Guidelines on Articles specified in Article 146 of the circumstances specified in Article 146 of Association of Listed Company Law or in Article 124 of the of the Company Law or in Article 124 Companies Securities Law, or has been prohibited of the Securities Law, or has been from entering the market by the prohibited from entering the securities CSRC, where such prohibition has not market by the CSRC, where such been removed . The Supervisors of prohibition period has not expired . the Company shall not concurrently The appointment and removal of hold other positions in any other Supervisors by the Company shall be securities firms or any other entities filed with the securities regulatory whose business competes with that authorities of the State Council. of the Company. The appointment and removal of Supervisors by the Company shall be filed with the securities regulatory authorities of the State Council. Article 212 A chairman and a vice Article 212 A chairman and a vice A r t i c l e 1 4 3 o f t h e chairman shall be elected by the chairman shall be elected by the Guidelines on Articles Supervisory Committee. The chairman Supervisory Committee. The chairman of Association of Listed o f t h e S u p e r v i s o r y C o m m i t t e e o f t h e S u p e r v i s o r y C o m m i t t e e Companies shall be in charge of the work of shall be in charge of the work of the Supervisory Committee and the Supervisory Committee and be responsible for convening and be responsible for convening and presiding over meetings thereof. The presiding over meetings thereof. chairman shall report his work to the T h e c h a i r m a n s h a l l r e p o r t h i s shareholders’ general meeting on work to the shareholders’ general behalf of the Supervisory Committee. meeting on behalf of the Supervisory Where the chairman of the Supervisory Committee. Where the chairman of the Committee is incapable of performing Supervisory Committee is incapable his/her duties, the vice chairman of of performing or fails to perform his/ the Supervisory Committee shall her duties, the vice chairman of the perform such duties on behalf of the Supervisory Committee shall perform chairman. Where the vice chairman is such duties on behalf of the chairman. incapable of performing his/her duties, Where the vice chairman is incapable a Supervisor elected by not less than of performing or fails to perform his/ half of the Supervisors shall perform her duties, a Supervisor elected by not such duties on behalf of the vice less than half of the Supervisors shall chairman. perform such duties on behalf of the vice chairman.

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Original article To be amended as Basis The appointment and removal of The appointment and removal of the chairman and vice chairman of the chairman and vice chairman of the Supervisory Committee shall be the Supervisory Committee shall be determined by the affirmative votes of determined by the affirmative votes of two-thirds or more of the members of two-thirds or more of the members of the Supervisory Committee. the Supervisory Committee. A r t i c l e 2 1 5 T h e S u p e r v i s o r y A r t i c l e 2 1 5 T h e S u p e r v i s o r y Amend based on actual Committee shall convene at least Committee shall convene at least situation of the Company one meeting every six months and one meeting every six months and the meeting notice shall be delivered the meeting notice shall be delivered to all Supervisors ten days prior to all Supervisors ten days prior to the convening of the meeting. to the convening of the meeting. An extraordinary meeting of the An extraordinary meeting of the Supervisory Committee shall be Supervisory Committee shall be convened if so proposed by the convened if so proposed by the Supervisors. The meeting notice shall Supervisors. The meeting notice shall be made in writing and delivered to be made in writing and delivered to all Supervisors by letter, fax or hand all Supervisors by hand, post or fax five days prior to the convening of five days prior to the convening of the meeting. In case of an emergency the meeting. In case of an emergency in which an extraordinary meeting in which an extraordinary meeting must be held as soon as possible, the must be held as soon as possible, meeting notice can be sent via phone, the meeting notice can be sent via fax or e-mail , but the convener of the phone, fax , e-mail or other verbal meeting shall give an explanation at communications , but the convener of the meeting. the meeting shall give an explanation at the meeting.

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Original article	To be amended as	Basis
Article 250The profits after income tax paid by the Company shall be distributed in the following order: (1)⋯⋯ ⋯⋯ ( 6 ) t o d i s t r i b u t e d i v i d e n d s t o shareholders. When the aggregate statutory reserve fund of the Company has reached 50% or more of the registered capital, the Company may cease to make further contribution. The appropriation of discretionary reserve fund subsequent to the appropriation of the statutory reserve fund should be determined by the shareholder’s general meeting.The Company shall make appropriation of the general risk reserve fund at the proportion as stipulated by the CSRC. When the balance of the general risk reserve fund has reached 50% of the registered capital, the Company may cease to make any further contribution. The Company shall not distribute any profits to its shareholders before making up the losses and making appropriation of general risk reserve fund, statutory reserve fund and transaction risk reserve fund.	Article 250The profits after income tax paid by the Company shall be distributed in the following order: (1)⋯⋯ ⋯⋯ ( 6 ) t o d i s t r i b u t e d i v i d e n d s t o shareholders. When the aggregate statutory reserve fund of the Company has reached 50% or more of the registered capital, the Company may cease to make further contribution. The appropriation of discretionary reserve fund subsequent to the appropriation of the statutory reserve fund should be determined by the shareholder’s general meeting. The Company shall not distribute any profits to its shareholders before making up the losses and making appropriation of general risk reserve fund, statutory reserve fund and transaction risk reserve fund.	A r t i c l e 1 6 6 o f t h e Company Law and the requirements of Rule I (ii) 3 of No. 1 Guidance on Supervision over A n n u a l R e p o r t s o f Securities Companies

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Original article	To be amended as	Basis
I f t h e r e a r e r e q u i r e m e n t s o n reserve extraction proportions and accumulated extraction balance applicable to statutory reserve fund, general risk reserve fund and transaction risk reserve fund of securities companies as stipulated by the state, the Articles of Association shall be implemented according to the requirements of the state. ⋯⋯	I f t h e r e a r e r e q u i r e m e n t s o n reserve extraction proportions and accumulated extraction balance applicable to statutory reserve fund, general risk reserve fund and transaction risk reserve fund of securities companies as stipulated by the state, the Articles of Association shall be implemented according to the requirements of the state. ⋯⋯

Note: The Articles of Association are prepared in Chinese and there is no official English version. Therefore, any English translation serves as a reference only. In case of any inconsistencies between the Chinese and English version, the former shall prevail.

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