Dida Inc. — Proxy Solicitation & Information Statement 2022

Nov 25, 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in COSCO SHIPPING Energy Transportation Co., Ltd. , you should at once hand this circular, the enclosed form of proxy to the purchaser or the transferee or to licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.[*]

(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1138)

(1) PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR (2) PROPOSED AMENDMENTS TO THE ADMINISTRATIVE RULES GOVERNING CONNECTED TRANSACTIONS (3) PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR EXTERNAL GUARANTEES

AND

(4) NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used in this cover shall have the same meanings as those defined in this circular.

A letter from the Board is set out on pages 4 to 7 of this circular.

A notice convening the EGM to be held at 2:00 p.m. on Thursday, 15 December 2022 at 3rd Floor, Ocean Hotel, No. 1171 Dongdaming Road, Hongkou District, Shanghai, the People’s Republic of China is set out on pages EGM-1 to EGM-3 of this circular.

Whether or not you are able to attend the EGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event by not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof (i) in case of H Shareholders, to the Hong Kong branch share registrar of the Company, Hong Kong Registrars Limited at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, (ii) in case of A Shareholders, to the Office of the Board of Directors of the Company at 7th Floor, 670 Dongdaming Road, Hongkou District, Shanghai, the People’s Republic of China. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or at any adjournment thereof should you so wish.

28 November 2022

* for identification purposes only

CONTENTS

	Pages
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I – PROPOSED AMENDMENTS TO THE ADMINISTRATIVE RULES
GOVERNING CONNECTED TRANSACTIONS . . . . . . . . . . . .	I-1
APPENDIX II – PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM
FOR EXTERNAL GUARANTEES . . . . . . . . . . . . . . . . . . . . . .	II-1
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . .	EGM-1

• i -

DEFINITIONS

“A Share(s)” the domestic share(s) in the ordinary share capital of the Company with a par value of RMB1.00 each, which are listed on the Shanghai Stock Exchange “A Shareholder(s)” the holder(s) of A Share(s) “Articles of Association” the articles of association of the Company “Board” the board of Directors “Company” COSCO SHIPPING Energy Transportation Co., Ltd.* (中遠海運能 源運輸股份有限公司), a joint stock limited company incorporated in the PRC with limited liability, the H Shares of which are listed on the Main Board of the Hong Kong Stock Exchange “Director(s)” the director(s) of the Company “EGM” the extraordinary general meeting of the Company to be held at 2:00 p.m. on Thursday, 15 December 2022 at 3rd Floor, Ocean Hotel, No. 1171 Dongdaming Road, Hongkou District, Shanghai, the People’s Republic of China “H Share(s)” overseas listed foreign share(s) of par value of RMB1.00 each in the ordinary share capital of the Company, which are listed on the Main Board of the Hong Kong Stock Exchange “H Shareholder(s)” the holder(s) of H Share(s)

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

“Latest Practicable Date” 22 November 2022, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

“Listing Rules”

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “Management System for External Guarantees”

the Management System for External Guarantees of the Company 《中遠海運能源運輸股份有限公司對外擔保管理制度》( )

• “Administrative Rules Governing Connected Transactions”

the Administrative Rules Governing Connected Transactions of the Company 《中遠海運能源運輸股份有限公司關聯交易管理制度》( )

• 1 -

DEFINITIONS

“PRC” the People’s Republic of China which, for the purpose of this circular, excludes the Hong Kong Special Administrative Region of the PRC, the Macau Special Administrative Region of the PRC and the region of Taiwan “Proposed Amendments” collectively, the proposed amendments to (1) the Administrative Rules Governing Connected Transactions and (2) the Management System for External Guarantees “Proposed Appointment” the proposed appointment of Ms. Wang Songwen as a nonexecutive Director “RMB” Renminbi, the lawful currency of the PRC “Securities and Futures Ordinance” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” A Share(s) and H Share(s) “Shareholder(s)” holder(s) of the Share(s)

• For identification purposes only

• 2 -

EXPECTED TIMETABLE

Date of despatch of this circular . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 28 November 2022 Latest time for lodging forms of proxy for the EGM . . . . . . 2:00 p.m., Wednesday, 14 December 2022 Time and date of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . 2:00 p.m., Thursday, 15 December 2022

• 3 -

LETTER FROM THE BOARD

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COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.[*]

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

(Stock Code: 1138)

Executive Directors: Registered Office: Ren Yongqiang (Chairman) Room A-1015 Zhu Maijin (President) No. 188 Ye Sheng Road China (Shanghai) Free Trade Port Area Non-Executive Director: PRC Wang Wei Principal place of business in the PRC: Independent Non-Executive Directors: 7th Floor, 670 Dongdaming Road Victor Huang Hongkou District, Shanghai, PRC Li Runsheng Zhao Jinsong Principal place of business in Hong Kong: Wang Zuwen RMS 3601-3602 36/F West Tower Shun Tak Centre 168-200 Connaught Road Central Hong Kong 28 November 2022

To the Shareholders

Dear Sir/Madam,

• (1) PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR

• (2) PROPOSED AMENDMENTS TO THE ADMINISTRATIVE RULES GOVERNING CONNECTED TRANSACTIONS

(3) PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR EXTERNAL GUARANTEES

AND

(4) NOTICE OF EXTRAORDINARY GENERAL MEETING

• for identification purposes only

• 4 -

LETTER FROM THE BOARD

I. INTRODUCTION

The purpose of this circular is to provide you with, among other things, information of the resolutions to be proposed at the EGM in respect of the of (1) the Proposed Appointment, (2) the proposed amendments to the Administrative Rules Governing Connected Transactions, and (3) the proposed amendments to the Management System for External Guarantees, and to give notice to the Shareholders on the EGM.

II. PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR

The Board proposes to appoint Ms. Wang Songwen (“ Ms. Wang ”) as a non-executive Director. According to the Articles of Association, the Proposed Appointment is subject to the approval by the Shareholders at a general meeting of the Company. An ordinary resolution in relation to the Proposed Appointment will be proposed at the EGM.

The biographical details of Ms. Wang are set out as follows:

Ms. Wang Songwen, aged 53, is currently a director of COSCO SHIPPING (Korea) Co., Ltd. (中遠 海運（韓國）有限公司). She used to work at China Shipping (Group) Company (中國海運（集團）總公司) (now known as China Shipping Group Company Limited (中國海運集團有限公司)) and its subsidiaries. She has successively served as the general manager of container management department, transshipment department, marketing department III and Asia Pacific department of China Shipping Container Lines Company Limited (中海集裝箱運輸股份有限公司) (now known as COSCO SHIPPING Development Co., Ltd. (中遠海運發展股份有限公司), listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange, Stock Code: 601866.SH and 02866.HK); the vice president of operations management department of China Shipping (Group) Company; and vice president of China Shipping (Europe) Co., Ltd. (中國海運 （歐洲）有限公司). She also has served as the vice president of COSCO SHIPPING (Europe) GmbH (中遠海 運（歐洲）有限公司) from June 2016 to May 2022. Ms. Wang graduated from Nantong University with a bachelor’s degree in medicine. She holds a title of senior economist.

Subject to the approval of the Shareholders of the Proposed Appointment at the EGM, Ms. Wang will enter into a service contract with the Company for a term of service commencing from the date of passing of the relevant resolution at the EGM until the end of the term of the current session of the Board and will be subject to retirement and re-election at the general meetings of the Company in accordance with the Articles of Association. Pursuant to such proposed service contract, Ms. Wang will not receive any remuneration from the Company as a non-executive Director.

Save as disclosed above, as at the Latest Practicable Date, Ms. Wang (i) did not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company; (ii) did not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance; (iii) did not hold any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iv) did not hold any other positions with other members of the Group.

Saved as disclosed in this circular, there are no other matters that need to be brought to the attention of the Shareholders in connection with the Proposed Appointment and there is no other information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

• 5 -

LETTER FROM THE BOARD

III. PROPOSED AMENDMENTS TO (1) THE ADMINISTRATIVE RULES GOVERNING CONNECTED TRANSACTIONS, AND (2) THE MANAGEMENT SYSTEM FOR EXTERNAL GUARANTEES

To fulfill the requirements of listed companies’ compliance governance and internal control management, to further strengthen the Company’s management on connected transactions and external guarantees, and in accordance with the latest regulations in Shanghai and Hong Kong, the Board proposes to make certain amendments to (1) the Administrative Rules Governing Connected Transactions, and (2) the Management System for External Guarantees.

The full text of the Proposed Amendments is set out in Appendix I to Appendix II to this circular. In the event of any discrepancy between the English translation and the Chinese version of the Proposed Amendments, the Chinese version shall prevail.

The Proposed Amendments are subject to the approval by the Shareholders by way of ordinary resolutions at the EGM.

IV. CLOSURE OF REGISTER OF MEMBERS

For the purpose of holding the EGM, the register of H Shares members of the Company will be closed from Monday, 12 December 2022, to Thursday, 15 December 2022 (both days inclusive), during which no transfer of H Shares will be registered. Shareholders whose names appear on the register of H Shares members of the Company at the close of business on Thursday, 15 December 2022 are entitled to attend and vote at the EGM. In order to attend and vote at the EGM, all transfer documents together with the relevant share certificates must be lodged with Hong Kong Registrars Limited, the H Share registrar of the Company, not later than 4:30 p.m. on Friday, 9 December 2022.

The address of Hong Kong Registrars Limited, the H Share registrar (for share transfer) of the Company, is as follows:

Shops 1712-1716 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong

V. EGM

The resolutions for the approval of (1) the Proposed Appointment, (2) the proposed amendments to the Administrative Rules Governing Connected Transactions, and (3) the proposed amendments to the Management System for External Guarantees will be put to the Shareholders for their consideration at the EGM.

The EGM will be held at 2:00 p.m. on Thursday, 15 December 2022 at 3rd Floor, Ocean Hotel, No. 1171 Dongdaming Road, Hongkou District, Shanghai, the People’s Republic of China. A notice of the EGM is set out on pages EGM-1 to EGM-3 of this circular.

• 6 -

LETTER FROM THE BOARD

A form of proxy for use at the EGM is enclosed. Whether or not you intend to attend the EGM, you are requested to complete and return the enclosed form of proxy (for use at the EGM) in accordance with the instructions printed thereon to Hong Kong Registrars Limited, the H Share registrar of the Company, at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in case of H Shareholders) or the Office of the Board of Directors of the Company at 7th Floor, 670 Dongdaming Road, Hongkou District, Shanghai, the PRC (in case of A Shareholders) as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the EGM (or any adjournment thereof). Completion and return of the said form of proxy will not preclude you from attending and voting in person at the EGM or at any adjournment thereof should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders to be taken at the EGM shall be taken by poll. An announcement of the poll results will be made by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, none of the Shareholders has any material interest in the matters to be approved at the EGM. Accordingly, none of the Shareholders is required to abstain from voting on the resolutions to be proposed at the EGM.

VI. RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the resolutions to approve (1) the Proposed Appointment, (2) the proposed amendments to the Administrative Rules Governing Connected Transactions, and (3) the proposed amendments to the Management System for External Guarantees are in the interests of the Company and the Shareholders as a whole and accordingly, recommend the Shareholders to approve the resolutions to be proposed at the EGM.

By order of the Board COSCO SHIPPING Energy Transportation Co., Ltd. Ren Yongqiang Chairman

• 7 -

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE RULES GOVERNING CONNECTED TRANSACTIONS

APPENDIX I

The full text of the proposed amendments to the Administrative Rules Governing Connected Transaction is set out below.

Existing articles To be amended as Article 1 These Rules are formulated in accordance Article 1 These Rules are formulated in accordance with the laws, regulations, rules and governing with the laws, regulations, rules and governing documents of the Companies Law of the People’s documents of the Companies Law of the People’s Republic of China, the Administrative Measures Republic of China, the Administrative Measures for Information Disclosure of Listed Companies for Information Disclosure of Listed Companies issued by China Securities Regulatory Commission issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the Rules (hereinafter referred to as “CSRC”), the Rules Governing the Listing of Stocks on the Shanghai Governing the Listing of Stocks on the Shanghai Stock Exchange (hereinafter referred to as the “SSE Stock Exchange (hereinafter referred to as the “SSE Listing Rules”), the Implementation Guidelines for Listing Rules”), ~~the Implementation Guidelines~~ Connected Transactions of Companies Listed on ~~for Connected Transactions of Companies Listed~~ the Shanghai Stock Exchange (hereinafter referred ~~on the Shanghai Stock Exchange (hereinafter~~ to as the “Implementation Guidelines”), the Rules ~~referred to as the “Implementation Guidelines”)~~ the Governing the Listing of Securities on The Stock Guidelines of the Shanghai Stock Exchange on Exchange of Hong Kong Limited (hereinafter Self-disciplinary Supervision of Listed Companies referred to as the “Hong Kong Listing Rules”), No. 5 – Transactions and Connected Transactions Accounting Standards for Business Enterprises, (hereinafter referred to as the “Connected Hong Kong Financial Reporting Standards and the Transactions Guidelines”) , the Rules Governing relevant provisions of the Articles of Association the Listing of Securities on The Stock Exchange of of COSCO SHIPPING Energy Transportation Co., Hong Kong Limited (hereinafter referred to as the Ltd. (hereinafter referred to as the “Articles of “Hong Kong Listing Rules”), Accounting Standards Association”), with a view to govern the connected for Business Enterprises, Hong Kong Financial transactions conducted by COSCO SHIPPING Reporting Standards and the relevant provisions of Energy Transportation Co., Ltd. (hereinafter referred the Articles of Association of COSCO SHIPPING to as the “Company”), enhance the level of the Energy Transportation Co., Ltd. (hereinafter referred Company’s standardized operation and safeguard the to as the “Articles of Association”), with a view lawful interests of the Company and all shareholders. to govern the connected transactions conducted by COSCO SHIPPING Energy Transportation Co., Ltd. (hereinafter referred to as the “Company”), enhance the level of the Company’s standardized operation and safeguard the lawful interests of the Company and all shareholders.

• I-1 -

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE RULES GOVERNING CONNECTED TRANSACTIONS

APPENDIX I

Existing articles		To be amended as	To be amended as
Article 3As a company listed both in Hong Kong and Mainland China, the Company’s connected transactions management shall comply with the laws of the two regions and the relevant provisions of the Listing Rules of the Stock Exchange of Hong Kong Limited (hereinafter referred to as “SEHK”) and the Shanghai Stock Exchange (hereinafter referred to as the “SSE”). When there are inconsistencies between the laws or the Listing Rules of the two regions, the stricter set of rules shall be followed in implementation. In the event of any inconsistency or conflict between these Rules and any applicable laws and regulations or Listing Rules from time to time, the applicable laws and regulations and the Listing Rules shall prevail.		Article 3As a company listed both in Hong Kong and Mainland China, the Company’sconnected transactions_Note 1_management shall comply with the laws of the two regions and the relevant provisions of the Listing Rules of the Stock Exchange of Hong Kong Limited (hereinafter referred to as “SEHK”) and the Shanghai Stock Exchange (hereinafter referred to as the “SSE”).~~When there are inconsistencies~~ ~~b h l h ii l f h~~
			~~Wen tere are nconsstences~~ ~~h ii l f h~~
		~~etween te aws or te Lstng Rues o te two~~ ~~i h i f l hll b flld~~
		~~regons, te strcter set o rues sa e oowe~~ ~~in implementation.~~ Where a transaction falls into both the categories of connected transaction with a connected party as defined by the domestic securities regulatory authority and the connected transaction as defined in the Hong Kong Listing Rules, whichever is stricter shall apply to the transaction. Where a transaction is merely a connected transaction conducted with a connected party as defined by the domestic securities regulatory authority, or merely a connected transaction as defined in the Hong Kong Listing Rules, the provisions of these Rules relevant to such transaction shall apply.In the event of any inconsistency or conflict between these Rules and any applicable laws and regulations or Listing Rules from time to time, the applicable laws and regulations and the Listing Rules shall prevail.
None		ADD: Article 5 The transactions and connected transactions of the Company shall be in compliance with the laws and regulations. The Company shall not conceal any connected relationship, or evade relevant deliberation procedures and information disclosure obligations by making transactions non-connected. The relevant transactions shall not cause or may cause occupation of non- operating capital of the Company by controlling shareholders, actual controllers or other connected parties, provision of guarantee for connected parties in violation of the provisions, or other infringement of interests by connected parties.
Article 6The connected persons of the Company include connected natural person, connected legal person or other entities.		Article~~6~~ 7Theconnected persons _Note 1_of the Company include connected natural person, connected legal person or other entities.

• I-2 -

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE RULES GOVERNING CONNECTED TRANSACTIONS

APPENDIX I

Existing articles		To be amended as
Article 7The connected persons of the Company include: (1) the connected person as defined by domestic securities regulatory authorities (including CSRC and SSE, same as below), based on the Administrative Measures for Information Disclosure of Listed Companies, SSE Listing Rules and Implementation Guidelines issued by CSRC; (2) the connected person as defined by Hong Kong Listing Rules. The definition of the connected person above is subject to the latest regulations amended by the domestic and overseas securities regulatory authorities from time to time for specific details.		Article~~7~~ 8Theconnected persons Note 1_of the Company include: (1) the connected person as defined by domestic securities regulatory authorities (including CSRC and SSE, same as below), based on the Administrative Measures for Information Disclosure of Listed Companies, SSE Listing Rules and~~Implementation~~ ~~Guidelines~~ Connected Transactions Guidelines ~~issued by CSRC~~ ; (2) the connected person as defined byHong Kong Listing Rules_Note 1. The definition of the connected person above is subject to the latest regulations amended by the domestic and overseas securities regulatory authorities from time to time for specific details.
Article 9The “connected transaction” referred to herein represent the transaction between the Company or its subsidiaries and the connected persons of the Company. Specifically speaking, it includes various transactions defined by the SSE Listing Rules and the Hong Kong Listing Rules as connected transactions		Article~~9~~ 10The “connected transaction”Note 1 referred to herein represent the transaction between the Companyand/or its subsidiaries and the connected persons of the Companyand specified class of transactions with third parties which may enable connected persons to obtain a benefit through their interests in entities subject to the transaction. Specifically speaking, it includes various transactions defined bythe SSE Listing Rules and the Hong Kong Listing Rules Note 1_as connected transactions _Note 1.
Article 10The connected transaction include the connected transaction with connected person as defined by domestic securities regulatory authorities, the connected transaction as defined by the Hong Kong Listing Rules.		Article~~10~~ 11Theconnected transaction Note 1_include the connected transaction with connected person as defined by domestic securities regulatory authorities, the connected transaction as defined bythe Hong Kong Listing Rules _Note 1.
Article 12The connected transactions as defined by the Hong Kong Listing Rules include the one off connected transaction and the continuing connected transaction. ……		Article~~12~~ ~~1~~3The connected transactions as defined bythe Hong Kong Listing Rules _Note 1_include the one off connected transaction and the continuing connected transaction. ……
Article 13The connected transaction as defined by the Hong Kong Listing Rules is categorized as: ……		Article~~13~~ 14The connected transaction as defined bythe Hong Kong Listing Rules _Note 1_is categorized as: ……

• I-3 -

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE RULES GOVERNING CONNECTED TRANSACTIONS

APPENDIX I

Existing articles

Article 14 Standards for review and disclosure of the connected transaction with the connected person as defined by domestic securities regulatory authorities are as follows:

(i) the connected transaction with the transaction amount of RMB0.3 million or above entered into between the Company and/or its subsidiaries and the connected natural person (other than provision of guarantees by the Company and/or its subsidiaries), or the connected transaction with the transaction amount of RMB3 million or above entered into between the Company and/or its subsidiaries and the connected legal person or other entities that accounts for 0.5% or more of the absolute value of the latest audited net assets of the Company (other than provision of guarantees by the Company and/ or its subsidiaries) shall be submitted to the Board for deliberation and be disclosed in a timely manner.

(ii) the connected transaction entered into between the Company and/or its subsidiaries and a connected person with the transaction amount of RMB30 million or above that accounts for 5% or more of the absolute value of the latest audited net assets of the Company (other than provision of guarantees by the Company and/or its subsidiaries, the receipt of donation of cash assets by the Company and/or its subsidiaries and the debts for the purpose of releasing the obligations of the Company only) shall be submitted to the Board and the shareholders’ general meeting for consideration and disclosed timely.

Where the Company and/or its subsidiaries is intended to enter into a major connected transaction as described in paragraph (ii) above, it should provide with an audit and assessment report in respect of the subject matter of the transaction issued by a securities service agency qualified to carry out securities and futures related businesses. The subject matter involved in such connected transaction as conducted in the ordinary course of business as described in Chapter 5 of these Rules shall be exempt from audit or assessment.

To be amended as

Article ~~141~~ 5 Standards for review and disclosure of the connected transaction with the connected person as defined by domestic securities regulatory authorities are as follows:

(i) the connected transaction with the transaction amount of RMB0.3 million or above (including assumed liabilities and costs) entered into between the Company and/or its subsidiaries and the connected natural person (other than provision of guarantees by the Company and/or its subsidiaries [Note 1] ), or the connected transaction with the transaction amount of RMB3 million or above (including assumed liabilities and costs) entered into between the Company and/or its subsidiaries and the connected legal person or other entities that accounts for 0.5% or more of the absolute value of the latest audited net assets of the Company (other than provision of guarantees by the Company and/or its subsidiaries) shall be submitted to the Board for deliberation and be disclosed in a timely manner.

(ii) the connected transaction entered into between the Company and/or its subsidiaries and a connected person with the transaction amount of RMB30 million or above (including assumed liabilities and costs) that accounts for 5% or more of the absolute value of the latest audited net assets of the Company ( other than provision of guarantees by the Company and/or its subsidiaries, ~~the receipt of donation of cash assets by the Company and/ or its subsidiaries and the debts for the purpose of releasing the obligations of the Company only~~ ) shall be submitted to the Board and the shareholders’ general meeting for consideration and disclosed timely.

Where the Company and/or its subsidiaries [Note 1] is intended to enter into a major connected transaction as described in paragraph (ii) above, it should provide with an audit and assessment report in respect of the subject matter of the transaction issued by a securities service agency qualified to carry out securities and futures related businesses. The subject matter involved in such connected transaction as conducted in the ordinary course of business as described in Chapter 5 of these Rules shall be exempt from audit or assessment.

• I-4 -

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE RULES GOVERNING CONNECTED TRANSACTIONS

APPENDIX I

Existing articles

(iii) the guarantees provided by the Company or its subsidiaries, regardless of the amount, to the connected person shall be timely disclosed after review and approval by the Board and submitted to the shareholders’ general meeting for deliberation.

(iv) where the Company or its subsidiaries enters into a connected transaction in the category of “provision of financial assistance other than guarantees” or “entrusted asset management” with the connected person, the transaction amount shall be used as the standard for disclosure, and shall be aggregated in 12 consecutive months based on the transaction classification, and the provisions of paragraphs (i) and (ii) of this article shall apply. The connected transactions, including (1) the transactions with the same connected person; and (2) the transactions with different connected persons below, based on the principle of accumulative calculation for consecutive 12 months, shall apply the provisions of paragraphs (i) and (ii) of this article accordingly.

The same connected person includes a person being under the direct or indirect control of the same legal person or other entity or natural person or having mutual equity control relationship, and a legal person or other entity in which the director or senior management is acted by the same connected natural person.

Any connected transaction for which the decision making process have been performed at a shareholders’ general meeting in accordance with the accumulative calculation principle shall be excluded there from.

The Company shall not provide loans directly or through subsidiaries to directors, supervisors and senior management.

(v) where the Company and/or its subsidiaries and the connected person establish a company in the manner of joint investment, the total amount contributed by the Company and/or its subsidiaries shall be deemed as the transaction amount and the provisions of paragraphs (i) and (ii) of this article shall apply accordingly.

To be amended as

(iii) the guarantees provided by the Company or its subsidiaries ~~, regardless of the amount,~~ to the connected person ~~shall be timely disclosed after review and approval by the Board and submitted to the shareholders’ general meeting for deliberation~~ require not only the approval of more than half of all the non-connected directors, but also the approval of more than two-thirds of the nonconnected directors attending the board meeting and submitted to the shareholders’ general meeting for deliberation. Where the Company provides a guarantee for its controlling shareholder(s), actual controller(s) and their connected parties, the controlling shareholder(s), actual controller(s) and their connected parties shall provide counter guarantee.

If the guaranteed party becomes a connected party of the Company as a result of transaction or connected transaction of the Company, when carrying out such transaction or connected transaction, the Company shall fulfill relevant deliberation procedures and information disclosure obligations with regard to the subsisting connected-party guarantee.

Where the board of directors or the general meeting has not deliberated and adopted matters of the connected-party guarantee specified in the preceding paragraph, parties to the transaction shall take effective measures such as terminating the guarantee in advance.

(iv) the Company or its subsidiaries shall not provide financial assistance to their connected parties, except where the Company or its subsidiaries provide financial assistance to the connected joint-stock companies that are not controlled by the controlling shareholder or the actual controller of the Company and the other shareholders of such joint-stock companies provide financial assistance with the same conditions in proportion to their respective capital contributions.

• I-5 -

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE RULES GOVERNING CONNECTED TRANSACTIONS

APPENDIX I

Existing articles

(vi) where the Company and/or its subsidiaries proposes to waive its capital increase right on a pro-rata basis or pre-emptive right over a company jointly invested with the connected person, the amount involved in waiving the capital increase right or pre-emptive right by the Company and/or its subsidiaries shall be deemed as the transaction amount and the provisions of paragraphs (i) and (ii) of this article shall apply accordingly.

Where the Company and/or its subsidiaries’ waiver of the capital increase right or pre-emptive right may result in changes of the scope of consolidated financial statements of the Company, the Company’s latest closing total net assets corresponding to the Company and/or its subsidiaries’ proposed waivers of the capital increase right or pre-emptive right shall be deemed as the transaction amount and the provisions of paragraphs (i) and (ii) of this article shall apply accordingly.

(vii) the connected transactions which are not required to submit to the Board and shareholders’ general meetings for consideration according to the laws, rules, governing documents and provisions above shall be finalized upon the approval of the general manager of the Company.

For transaction which comply with the relevant provisions, the Company may apply to the domestic securities regulatory authorities for exemption from review and disclosure requirements for connected transactions.

The specific review and disclosure standards above are subject to the latest revisions of the domestic securities regulatory authorities from time to time for specific details.

To be amended as Where the Company intends to provide financial aid to any of the connected shareholding companies stipulated in the preceding paragraph, in addition to approval by a simple majority of all non- connected directors, approval by more than two thirds of the non-connected directors present at the board meeting shall be required, and the matter shall be submitted to the shareholders’ meeting for deliberation.

(v) in case of entrusted financial management between the Company and a connected party, if it is difficult to perform the deliberation procedure and disclosure obligation for each investment transaction due to the frequency of transactions and time limit requirement, etc., they may make a reasonable estimate of the investment scope, investment quota, term, etc., and take the quota as the calculation standard, and the provisions of paragraphs (i) and (ii) of this article shall apply. The period of use of the quota shall not exceed 12 months, and the transaction amount (including the relevant amount of the reinvestment income of the aforementioned investment) at any point during the period shall not exceed the investment quota.

( ~~iv~~ ~~v~~ i) ~~where the Company or its subsidiaries enters into a connected transaction in the category of “provision of financial assistance other than guarantees” or “entrusted asset management” with the connected person, the transaction amount shall be used as the standard for disclosure, and shall be aggregated in 12 consecutive months based on the transaction classification, and the provisions of paragraphs (i) and (ii) of this article shall apply. The connected transactions, including (1) the transactions with the same connected person; and (2) the transactions with different connected persons below, based on the principle of accumulative calculation for consecutive 12 months, shall apply the provisions of paragraphs (i) and (ii) of this article accordingly.~~ the principle of cumulative calculation shall apply to the following connected transactions conducted by the Company within 12 consecutive months, and provisions of paragraphs (i) and (ii) of this article shall be applied, respectively: (1) the transactions with the same connected person; and (2) the transactions with different connected persons where subject matters are relevant under the same transaction category.

• I-6 -

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE RULES GOVERNING CONNECTED TRANSACTIONS

APPENDIX I

Existing articles		To be amended as
		~~The same connected person includes a person being~~ ~~under the direct or indirect control of the same legal~~ ~~h i l hi~~
		~~person or oter entty or natura person or avng~~ ~~l i l lihi d ll~~
		~~mutua equty contro reatonsp, an a ega~~ ~~person or other entity in which the director or senior~~ ~~management is acted by the same connected natural~~ ~~person.~~ The same connected person includes other connected persons controlled by the same person or having mutual equity control relationship with such connected person. Any connected transaction for which~~the decision~~ ~~making process~~ relevant obligationshave been performed~~at a shareholders’ general meeting~~ in accordance with the accumulative calculation principleaccording to paragraphs (i) and (ii) of this articleshall be excluded there from. The Company shall not provide loans directly or through subsidiaries to directors, supervisors and senior management. (~~v~~ ~~v~~ii)where the Company and/or its subsidiaries and the connected person establish a company in the manner of joint investment, the total amount contributed by the Company and/or its subsidiaries shall be deemed as the transaction amount and the provisions of paragraphs (i) and (ii) of this article shall apply accordingly. (~~vi~~ ~~v~~iii)where the Company and/or its subsidiaries proposes to waive its capital increase right on a pro-rata basis or pre-emptive right over a company jointly invested with the connected person, the amount involved in waiving the capital increase right or pre-emptive right by the Company and/or its subsidiaries shall be deemed as the transaction amount and the provisions of paragraphs (i) and (ii) of this article shall apply accordingly.

• I-7 -

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE RULES GOVERNING CONNECTED TRANSACTIONS

APPENDIX I

Existing articles	To be amended as
	Where the Company and/or its subsidiaries’ waiver of the capital increase right or pre-emptive right may result in changes of the scope of consolidated financial statements of the Company, the Company’s latest closing total net assets corresponding to the Company and/or itssubsidiaries’ _Note 1_proposed waivers of the capital increase right or pre-emptive right shall be deemed as the transaction amount and the provisions of paragraphs (i) and (ii) of this article shall apply accordingly. Where the Company and/or its subsidiaries and their connected parties make capital increase in cash to a connected party controlled and jointly invested by the Company at the same consideration and ratio, which meets the standard of submission to the general meeting of shareholders for deliberation, an audit or evaluation in accordance with the relevant provisions of the SSE Stock Listing Rules may be exempted. (~~vii~~ ~~i~~x)the connected transactions which are not required to submit to the Board and shareholders’ general meetings for consideration according to the laws, rules, governing documents and provisions above shall be finalized upon the approval of the general manager of the Company. For transaction which comply with the relevant provisions, the Company may apply to the domestic securities regulatory authorities for exemption from review and disclosure requirements for connected transactions. The specific review and disclosure standards above are subject to the latest revisions of the domestic securities regulatory authorities from time to time for specific details.
Article 15The partially-exempt connected transactions and partially-exempt continuing connected transactions stipulated by Hong Kong Listing Rules shall be subject to the reporting, annual review (if applicable) and announcement requirements of the regulatory authorities; and the non-exempt connected transactions and non-exempt continuing connected transactions stipulated by Hong Kong Listing Rules shall be subject to the reporting, annual review (if applicable), announcement and independent shareholders’ approval requirements of the regulatory authorities. The specific review and disclosure standards are subject to the latest revisions of the Hong Kong Listing Rules from time to time for specific details.	Article~~15~~ ~~1~~6The partially-exempt connected transactions and partially-exempt continuing connected transactions stipulated byHong Kong Listing Rules _Note 1_shall be subject to the reporting, annual review (if applicable) and announcement requirements of the regulatory authorities; and the non-exempt connected transactions and non-exempt continuing connected transactions stipulated by Hong Kong Listing Rules _Note 1_shall be subject to the reporting, annual review (if applicable), announcement and independent shareholders’ approval requirements of the regulatory authorities. The specific review and disclosure standards are subject to the latest revisions of theHong Kong Listing Rules _Note 1_from time to time for specific details.

• I-8 -

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE RULES GOVERNING CONNECTED TRANSACTIONS

APPENDIX I

Existing articles		To be amended as
Article 18The procedures for review, disclosure and reporting of connected transaction with the connected person as defined by domestic securities regulatory authorities are as follows: …… (iii) any connected transaction arising from any party of the Company and/or its subsidiaries and the connected person participating in public tender or public auction. The Company may apply to the SSE for waiver of review and disclosure of the connected transaction as required. (iv) the Company may apply to the SSE for waiver of review and disclosure of a connected transaction as required if the connected transaction between the Company and/or its subsidiaries and the connected person in the ordinary course of business is conducted at a price determined by the government. (v) where the Company and/or its subsidiaries and the connected person are to establish a company through a joint investment with the amount as specified in Article 14(ii), and if all parties thereto make their investments in cash and determine their respective shareholdings in the Company in pro-rata, the Company may apply to the SSE for waiver of review of the transaction at the shareholders’ general meeting. (vi) the transactions between the Company and/or its subsidiaries and the connected person below may be waived from review and disclosure as required for the connected transaction: 1. a party subscribes in cash for any shares, corporate bonds or enterprise bonds, convertible bonds or other derivatives available for public issue by the other party; 2. a party, as the underwriter, underwrites any shares, corporate bonds or enterprise bonds, convertible bonds or other derivatives available for public issue by the other party; 3. a party receives dividend, bonus or remuneration resolved by other party at its shareholders’ general meeting; 4. other transactions approved by the SSE.		Article~~18~~ ~~1~~9The procedures for review, disclosure and reporting of connected transaction with the connected person as defined by domestic securities regulatory authorities are as follows: …… ~~iii~~ ~~d i ii f~~
		~~()~~ ~~any connecte transacton arsng rom any~~ ~~party of the Company and/or its subsidiaries and the~~ ~~d iii i bli d~~
		~~connecte person partcpatng n puc tener or~~ ~~public auction. The Company may apply to the SSE~~ ~~for waiver of review and disclosure of the connected~~ ~~transaction as required.~~ ~~(iv)~~ ~~the Company may apply to the SSE for waiver~~ ~~of review and disclosure of a connected transaction~~ ~~as required if the connected transaction between the~~ ~~d i bidii d h d~~
		~~Company an/or ts susares an te connecte~~ ~~person in the ordinary course of business is conducted~~ ~~at a price determined by the government.~~ ~~(v~~ ~~i~~ii) where the Company and/or its subsidiaries and the connected person are to establish a company through a joint investment with the amount as specified in Article~~14~~ 15(ii), and if all parties thereto make their investments in cash and determine their respective shareholdings in the Company in pro-rata, the Company may apply to the SSE for waiver of review of the transaction at the shareholders’ general meeting. (~~vi~~ ~~i~~v)the transactions between the Company and/ or its subsidiaries and the connected person below may be waivedfrom _Note 1_review and disclosure as required for the connected transaction: 1. transactions in which the Company unilaterally obtains benefits without payment of consideration and without any obligation attached, including receipt of donated cash assets, obtaining of debt relief, and accepting of guarantee and financial assistance without compensation; 2. where the connected person provides capital to the Company, the interest rate is not higher than the quoted lending rate in the market and the Company is not obliged to provide guarantee;

• I-9 -

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE RULES GOVERNING CONNECTED TRANSACTIONS

APPENDIX I

Existing articles

To be amended as

(vii) when financial assistance provided by the connected person to the Company and/or its subsidiaries, with an interest rate not more than the then benchmark lending rate announced by the People’s Bank of China and which is free from any pledge or security provided by the Company and/ or its subsidiaries, the Company may apply to the SSE for waiver of such financial assistance from review and disclosure as required for the connected transaction. Where the connected person provides the Company and/or its subsidiaries with a security and the Company and/or its subsidiaries do not provide any counter security, the preceding paragraph shall apply. (viii) where a natural person concurrently serves as an independent director of the Company and other legal person or entity in the absence of any other circumstances constituting a connected person relationship, if such legal person or entity enters into a transaction with the Company and/or its subsidiaries, the Company may apply to the SSE for waiver of such transaction from review and disclosure as required for the connected transaction.

~~1~~ 3. a party subscribes in cash for any shares, corporate bonds or enterprise bonds, convertible bonds or other derivatives available for public issue by the other party; ~~2~~ ~~4~~. a party, as the underwriter, underwrites any shares, corporate bonds or enterprise bonds, convertible bonds or other derivatives available for public issue by the other party; ~~3~~ 5. a party receives dividend, bonus or remuneration resolved by other party at its shareholders’ general meeting; 6. one party participates in another party’s open bidding, auction, etc. except where it is difficult to form a fair price for the open bidding, auction, etc.; 7. provision of products and services by the Company to connected natural persons on the same terms and conditions as non-connected persons; 8. the pricing of connected transactions is regulated by the State; ~~4~~ 9. other transactions approved by the SSE.

• I-10 -

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE RULES GOVERNING CONNECTED TRANSACTIONS

APPENDIX I

Existing articles		To be amended as
(ix) where a connected transaction to be disclosed by the Company falls within the categories of State secret, trade secret or other circumstances recognized by the SSE and the disclosure thereof or performance of obligations relating thereto in accordance with these Rules may result in violation of the laws or regulations of confidentiality of the PRC or significant detriment to the interest of the Company and/or its subsidiaries, the Company may apply to SSE for exemption of such disclosure or performance of relevant obligations in accordance with the Implementation Guidelines.		~~ii~~ ~~h fiil i idd b~~
		~~(v)~~ ~~wen nanca assstance prove y~~ ~~h d h d i~~
		~~te connecte person to te Company an/or ts~~ ~~bidii ih i h~~
		~~susares, wt an nterest rate not more tan~~ ~~h h bhk ldi d b h~~
		~~te ten encmar enng rate announce y te~~ ~~People’s Bank of China and which is free from any~~ ~~pledge or security provided by the Company and/~~ ~~i bidii h l h~~
		~~or ts susares, te Company may appy to te~~ ~~f i f h fiil i f~~
		~~SSE or waver o suc nanca assstance rom~~ ~~review and disclosure as required for the connected~~ ~~transaction.~~ ~~Where the connected person provides the Company~~ ~~d i bidii ih i d h~~
		~~an/or ts susares wt a securty an te~~ ~~Company and/or its subsidiaries do not provide any~~ ~~counter security, the preceding paragraph shall apply.~~ (~~viii~~ ~~v~~)where a natural person concurrently serves as an independent director of the Company and other legal person or entity in the absence of any other circumstances constituting a connected person relationship, if such legal person or entity enters into a transaction with the Company and/or its subsidiaries, the Company may apply to the SSE for waiver of such transaction from review and disclosure as required for the connected transaction. (~~ix~~ ~~v~~i)where a connected transaction to be disclosed by the Company falls within the categories of State secret, trade secret or other circumstances recognized by the SSE and the disclosure thereof or performance of obligations relating thereto in accordance with these Rules may result in violation of the laws or regulations of confidentiality of the PRC or significant detriment to the interest of the Company and/or itssubsidiaries Note 1, the Company may apply to SSE for exemption of such disclosure or performance of relevant obligations in accordance with~~the Implementation Guidelines~~ the Connected Transactions Guidelines.

• I-11 -

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE RULES GOVERNING CONNECTED TRANSACTIONS

APPENDIX I

Existing articles

Article 19 The procedures for review, disclosure and reporting of day-to-day connected transaction with the connected person as defined by domestic securities regulatory authorities are as follows:

(i) for the day-to-day connected transaction conducted for the first time, the Company and/or its subsidiaries shall enter into written agreement with the connected person and make prompt disclosure, and submit the agreement to the Board or the shareholders’ general meeting for consideration based on the total transaction amount involved. In the absence of such total transaction amount, the agreement shall be submitted to the shareholders’ general meeting for consideration.

(ii) where there are lots of day-to-day connected transactions in various categories, the Company may make reasonable estimation on the total amount for the day-to-day connected transactions to be conducted by the Company and its subsidiaries during the year by category before disclosure in the annual report for the previous year and submit the estimation to the Board or the shareholders’ general meeting for consideration and disclose thereof.

The Company shall disclose the day-to-day connected transactions that fall within the scope of such estimation in the annual report and interim report. Any excess of the total transaction amount over such estimation shall be re-submitted to the Board or the shareholders’ general meeting for consideration and make disclosure based on the exceeded amount.

To be amended as

Article ~~192~~ 0 The procedures for review, disclosure and reporting of day-to-day connected transaction with the connected person as defined by domestic securities regulatory authorities are as follows:

(i) as for the day-to-day connected transaction agreement that has been deliberated and approved in the general meeting of shareholders or the board of directors and is being executed, if there is no major change in main clauses during the course of the performance, the Company shall disclose the actual performance of agreements as required and make a statement that whether it complies with the stipulation of the agreement in annual report and interim report. Where major changes have taken place in main clauses of the agreement during the performance of the agreement or the agreement needs to be renewed at the expiry of the agreement, the Company shall submit the newly amended or renewed agreement of day-to-day connected transactions in accordance with the total trading amount involved in agreement to the board of directors or the general shareholders’ meeting for deliberation. Where there is no specific total trading amount, it shall be submitted to the general shareholders’ meeting;

( ~~i~~ ~~i~~ i) for the day-to-day connected transaction conducted for the first time, the Company and/or its subsidiaries shall enter into written agreement with the connected person and make prompt disclosure, and submit the agreement to the Board or the shareholders’ general meeting for consideration based on the total transaction amount involved. In the absence of such total transaction amount, the agreement shall be submitted to the shareholders’ general meeting for consideration. If major changes occur to the main clauses during the performance of the agreement or the agreement expires and needs to be renewed, it shall be handled according to the preceding provision of this paragraph;

• I-12 -

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE RULES GOVERNING CONNECTED TRANSACTIONS

APPENDIX I

Existing articles		To be amended as
		~~(ii)~~ ~~where there are lots of day-to-day connected~~ ~~transactions in various categories, the Company may~~ ~~make reasonable estimation on the total amount for~~ ~~the day-to-day connected transactions to be conducted~~ ~~by the Company and its subsidiaries during the year~~ ~~b bf dil i h l~~
		~~y category eore scosure n te annua report~~ ~~f h i d bi h ii~~
		~~or te prevous year an sumt te estmaton to~~ ~~h d h hhld’ l i f~~
		~~te Boar or te sareoers genera meetng or~~ ~~consideration and disclose thereof.~~ ~~The Company shall disclose the day-to-day connected~~ ~~i h fll ihi h f h~~
		~~transactons tat a wtn te scope o suc~~ ~~ii i h l d ii~~
		~~estmaton n te annua report an nterm report.~~ ~~Any excess of the total transaction amount over such~~ ~~estimation shall be re-submitted to the Board or the~~ ~~shareholders’ general meeting for consideration and~~ ~~make disclosure based on the exceeded amount.~~ (iii) the Company may reasonably estimate the amounts of day-to-day connected transactions for the current year on the basis of categories, perform deliberation procedures and make disclosures; if the actual performance exceeds the estimated amounts, the Company shall re-perform deliberation procedures and make disclosures on the basis of the exceeding amounts; (iv) the Company shall classify, summarize and disclose the actual performance of day-to- day connected transactions in the annual report and interim report; (v) where the term of the agreement on day- to-day connected transactions concluded by the Company and its associated parties is more than three years, the relevant deliberation procedures and disclosure obligation shall be performed again every three years.

• I-13 -

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE RULES GOVERNING CONNECTED TRANSACTIONS

APPENDIX I

Existing articles

Article 20 The procedures for review, disclosure and reporting of the connected transactions with the connected person as defined by Hong Kong Listing Rules:

(i) the fully-exempt connected transaction and fully-exempt continuing connected transaction shall be reviewed and approved according to the internal authorization procedures of the Company and reported to the Audit Committee of the Board for filing.

(ii) the partially-exempt connected transaction and partially-exempt continuing connected transaction shall be reviewed and approved by the internal authorization procedures of the Company and are subject to reporting, annual review (if applicable) and announcement according to the requirements of the Hong Kong Listing Rules.

(iii) the non-exempt connected transaction and non-exempt continuing connected transaction shall be submitted to the shareholders’ general meeting for review and approval. Before submitting to the shareholders’ general meeting, the Independent Director Committee shall advise the shareholders as to whether the terms of such transaction or arrangement is fair and reasonable, whether such transaction is on normal commercial terms or better and is conducted in the ordinary and usual course of business of the listed issuer group; and whether such transaction or arrangement is in the interests of the issuer and its shareholders as a whole; and the independent financial advisor appointed by the Company which is acceptable to the Hong Kong Stock Exchange shall recommend to the Independent Director Committee and shareholders as to whether the terms of such transaction or arrangement is fair and reasonable and whether such transaction or arrangement is in the interests of the issuer and its shareholders as a whole according to requirements of the Hong Kong Listing Rules and advise the shareholders on how to vote. The Company is subject to reporting and announcement, shareholders’ circular and independent shareholders’ approval according to the requirements of the Hong Kong Listing Rules.

To be amended as Article ~~202~~ 1 The procedures for review, disclosure and reporting of the connected transactions with the connected person as defined by Hong Kong Listing Rules [Note 1] :

(i) the fully-exempt connected transaction and fully-exempt continuing connected transaction shall be reviewed and approved according to the internal authorization procedures of the Company and reported to the Audit Committee of the Board for filing.

(ii) the partially-exempt connected transaction and partially-exempt continuing connected transaction shall be reviewed and approved by the internal authorization procedures of the Company and are subject to reporting, annual review (if applicable) and announcement according to the requirements of the Hong Kong Listing Rules [Note 1] .

(iii) the non-exempt connected transaction and non-exempt continuing connected transaction shall be submitted to the shareholders’ general meeting for review and approval. Before submitting to the shareholders’ general meeting, the Independent Director Committee shall advise the shareholders as to whether the terms of such transaction or arrangement is fair and reasonable, whether such transaction is on normal commercial terms or better and is conducted in the ordinary and usual course of business of the listed issuer group; and whether such transaction or arrangement is in the interests of the issuer and its shareholders as a whole; and the independent financial advisor appointed by the Company which is acceptable to the Hong Kong Stock Exchange shall recommend to the Independent Director Committee and shareholders as to whether the terms of such transaction or arrangement is fair and reasonable and whether such transaction or arrangement is in the interests of the issuer and its shareholders as a whole according to requirements of the Hong Kong Listing Rules [Note 1] and advise the shareholders on how to vote. The Company is subject to reporting and announcement, shareholders’ circular and independent shareholders’ approval according to the requirements of the Hong Kong Listing Rules [Note 1] .

• I-14 -

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE RULES GOVERNING CONNECTED TRANSACTIONS

APPENDIX I

Existing articles

Article 21 Where the Board, Audit Committee of the Board and independent directors review and express their opinions on a connected transaction, a director who has a connected relationship with the connected transaction (hereinafter referred to as “connected director”) shall abstain from voting and shall not exercise any voting rights on behalf of other directors. The Board meeting may be held if more than half of the non-connected directors present. The resolutions of the board meeting shall be passed by more than half of non-connected directors. If less than three non-connected directors attended the Board meeting, such transaction shall be submitted to the shareholders’ general meeting for consideration.

To be amended as

Article ~~21~~ 22 Where the Board, Audit Committee of the Board and independent directors review and express their opinions on a connected transaction, a director who has a connected relationship with the connected transaction (hereinafter referred to as “connected director”) shall abstain from voting and shall not exercise any voting rights on behalf of other directors. The Board meeting may be held if more than half of the non-connected directors present. The resolutions of the board meeting shall be passed by more than half of non-connected directors. If less than three non-connected directors attended the Board meeting, such transaction shall be submitted to the shareholders’ general meeting for consideration.

The connected directors include the following directors or any director falling within the scope of any of the following circumstances:

The connected directors include the following directors or any director falling within the scope of any of the following circumstances:

…… …… (iv) a close family member of the counterparty (iv) a close family member Note 1 of the or a party that directly or indirectly controls the counterparty or a party that directly or indirectly counterparty; controls the counterparty; (v) a close family member of a director, (v) a close family member [Note 1] of a director, supervisor or senior management of the counterparty supervisor or senior management of the counterparty or a party that directly or indirectly controls the or a party that directly or indirectly controls the counterparty; counterparty; …… ……

• I-15 -

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE RULES GOVERNING CONNECTED TRANSACTIONS

APPENDIX I

Existing articles

Article 22 For the connected transaction that is subject to consideration at the shareholders’ general meeting, the shareholders associated to such connected transaction (hereinafter referred to as “connected shareholders”) shall abstain from voting and any shares with voting rights represented by them shall not be counted as total effective voting shares; and they may not exercise the voting right on behalf of other shareholders.

The connected shareholders include the following shareholders or any shareholder falling within the scope of any of the following circumstances:

……

(iv) a person under a direct or indirect common control of the same legal person or natural person with the counterparty;

(v) a member whose voting right is restricted and affected as a result of an outstanding share transfer agreement or other agreement with the counterparty or its connected person;

To be amended as

Article ~~22~~ 23 For the connected transaction that is subject to consideration at the shareholders’ general meeting, the shareholders associated to such connected transaction (hereinafter referred to as “connected shareholders”) shall abstain from voting and any shares with voting rights represented by them shall not be counted as total effective voting shares; and they may not exercise the voting right on behalf of other shareholders.

The connected shareholders include the following shareholders or any shareholder falling within the scope of any of the following circumstances:

……

(iv) a person under a direct or indirect common control of the same legal person or other organization or natural person with the counterparty;

(v) a person who holds a position in the counterparty, in the legal person or other organization which can directly or indirectly control the counterparty or is directly or indirectly controlled by the counterparty;

……

(vi) a close family member of the counterparty or a party that directly or indirectly controls the counterparty;

( ~~v~~ ~~v~~ ii ) a member whose voting right is restricted and affected as a result of an outstanding share transfer agreement or other agreement with the counterparty or its connected person;

……

• I-16 -

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE RULES GOVERNING CONNECTED TRANSACTIONS

APPENDIX I

Existing articles To be amended as Article 27 If the term of the connected transaction Deleted agreement entered into with the connected person as defined by domestic securities regulatory authorities in the ordinary and usual course of business exceeds three years, it shall be subject to the relevant approval procedures and disclosure obligations every three years based on total transaction amount under the agreement. The connected transaction agreement entered into in the ordinary and usual course of business shall include pricing policy and basis, transaction price, range of total transaction amount or determination method of total transaction amount, time and method of payment, and comparison with actual amount of similar connected transaction agreements entered into in the ordinary and usual course of business over the past three years. In case of any substantial changes to the principal terms of a connected transaction agreement entered into in the ordinary and usual course of business in performance thereof or any renewal upon expiry thereof, the Company and/or its subsidiaries shall submit the amended or renewed agreement to the Board or shareholders’ general meeting for approval based on total transaction amount under the agreement and disclose in a timely manner. Any agreement without stating the total transaction amount shall be submitted to the shareholders’ general meeting for review and approval and disclosed in a timely manner. Article 28 In case of partially-exempt continuing Article 28 In case of partially-exempt continuing connected transactions and non-exempt continuing connected transactions and non-exempt continuing connected transactions entered into with a connected connected transactions entered into with a connected person as defined by Hong Kong Listing Rules , person as defined by Hong Kong Listing Rules [Note 1] , the Company and/or its subsidiaries must enter into the Company and/or its subsidiaries must enter into a written agreement in respect of the continuing a written agreement in respect of the continuing connected transactions with the counterparty. The connected transactions with the counterparty. The agreement must set out the basis of the calculation agreement must set out the basis of the calculation of the payments to be made. The period for the of the payments to be made. The period for the agreement must be fixed and reflect normal agreement must be fixed and reflect normal commercial terms or better terms, except in special commercial terms or better terms, except in special circumstances, must not exceed 3 years. circumstances, must not exceed 3 years. …… …… Chapter 7 The Supervision of Connected Chapter 7 The Supervision and Accountability of Transactions Connected Transactions

• I-17 -

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE RULES GOVERNING CONNECTED TRANSACTIONS

APPENDIX I

Existing articles	To be amended as
Article 39Unless otherwise expressly stated herein, the “general meeting”, the “Board”, the “supervisory committee”, the “audit committee of the Board” and the “senior management” referred to in these Rules represent the general meeting, the Board, the supervisory committee, the audit committee of the Board and the senior management of COSCO SHIPPING Energy Transportation Co., Ltd. respectively. The “independent shareholders” referred to in these Rules represent those shareholders of COSCO SHIPPING Energy who are not required to abstain from voting in relation to approval of a particular connected transaction at the general meeting. ……	Article 39Unless otherwise expressly stated herein, the “general meeting”, the “Board”, the “supervisory committee”, the “audit committee of the Board” and the “senior management” referred to in these Rules represent the general meeting, the Board, the supervisory committee, the audit committee of the Board and the senior management of COSCO SHIPPING Energy Transportation Co., Ltd. respectively. The “independent shareholders” referred to in these Rules represent those shareholders of COSCO SHIPPING Energy who are not required to abstain from voting in relation to approval of a particular connected transaction at the general meeting according to the SSE Listing Rules, the Hong Kong Listing Rules and other applicable laws and regulations. ……
Article 42These Rules shall be interpreted and amended by the Board of the Company.	Article 42These Rules shall be interpreted and amended bythe Office ofthe Board of the Company.

Notes:

1. Please refer to the Chinese version of this circular for the corresponding changes in the relevant Chinese wording only.

2. The above table does not include other amendments (if any) to the numbering of, and consequentially the references to, subsequent articles due to the adding and/or deletion of the articles under the Administrative Rules Governing Connected Transactions.

3. I-18 -

PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR EXTERNAL GUARANTEES

APPENDIX II

The full text of the proposed amendments to the Management System for External Guarantees is set out below.

Existing articles To be amended as In order to standardize the external Article 1 In order to standardize the external guarantee behavior of COSCO SHIPPING Energy Transportation Co., Ltd. (hereinafter referred to as the “Company”), effectively control the external guarantee risk of the Company and protect the legitimate interests of the investors, this system is specifically prepared according to the Company Law of the People’s Republic of China, the ~~Guarantee Law~~ ~~C~~ ivil Code of the People’s Republic of China, the Code of Corporate Governance for Listed Companies, the Rules Governing the Listing of Securities on Shanghai Stock Exchange (the “Listing Rules of the Shanghai Stock Exchange”), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules of the Stock Exchange”) and other concerned laws, regulations, rules and normative documents and the Articles of Association of COSCO SHIPPING Energy Transportation Co., Ltd. ( ~~hereinafter referred to as t~~ he “Articles”).

Article 1 In order to standardize the external guarantee behavior of COSCO SHIPPING Energy Transportation Co., Ltd. (hereinafter referred to as the “Company”), effectively control the external guarantee risk of the Company and protect the legitimate interests of the investors, this system is specifically prepared according to the Company Law of the People’s Republic of China, the Guarantee Law of the People’s Republic of China, the Code of Corporate Governance for Listed Companies, the Rules Governing the Listing of Securities on Shanghai Stock Exchange (the “Listing Rules of the Shanghai Stock Exchange”), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules of the Stock Exchange”) and other concerned laws, regulations, rules and normative documents and the Articles of Association of COSCO SHIPPING Energy Transportation Co., Ltd. (hereinafter referred to as the “Articles”).

Article 3 “External guarantee” as referred to in this system refers to guarantee provided by the Company to others, including guarantee provided by the Company to its holding subsidiaries.

Article 3 “External guarantee” as referred to in this system refers to guarantee provided by the Company to others, including guarantee provided by the Company to its holding subsidiaries. If a holding subsidiary of the Company provides any guarantee to a person not included in the consolidated financial statements of the Company, such guarantee shall be deemed as provided by the Company.

……

……

• II-1 -

PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR EXTERNAL GUARANTEES

APPENDIX II

Existing articles

Article 21 Where the provision of guarantee falls under one of the following circumstance, it shall be submitted to the general meetings for consideration after being considered and approved by the board of directors:

(I) The guarantee that single guarantee amount exceeds 10% of the latest audited net assets of the Company;

(II) Any guarantee provided after the total amount of external guarantee of the Company and its holding subsidiaries exceeding 50% of the latest audited net assets of the Company;

(III) The guarantee that provided to the guaranteed entity whose gearing ratio exceeds 70%;

(IV) The total amount of accumulated external guarantees of the Company and its holding subsidiaries exceeds 30% of the latest audited total assets of the Company for twelve consecutive months;

(V) The total amount of accumulated external guarantees of the Company and its holding subsidiaries exceeds 50% of the latest audited net assets of the Company with the absolute amount exceeding RMB50 million for twelve consecutive months;

(VI) The guarantee that provided to shareholders, actual controller and their related parties;

(VII) Other guarantees as stipulated by the Listing Rules of the Shanghai Stock Exchange, the Listing Rules of the Stock Exchange and the Articles.

Among which, when the above guarantee in item (IV) is considered at the general meeting of the Company, it shall be approved by more than twothirds of voting rights of the shareholders present at the meeting.

To be amended as

Article 21 Where the provision of guarantee falls under one of the following circumstance, it shall be submitted to the general meetings for consideration after being considered and approved by the board of directors:

(I) ~~The guarantee that single guarantee amount exceeds 10% of the latest audited net assets of the Company~~ Any external guarantee to be given by the Company and its holding subsidiaries, the total amount of which exceeds 50% of their latest audited net assets;

(II) ~~Any guarantee provided after the total amount of external guarantee of the Company and its holding subsidiaries exceeding 50% of the latest audited net assets of the Company~~ Any external guarantee to be given by the Company and its holding subsidiaries, the total amount of which exceeds 30% of their latest audited total assets;

(III) The guarantee that provided to the guaranteed entity whose gearing ratio exceeds 70%;

(IV) ~~The total amount of accumulated external guarantees of the Company and its holding subsidiaries exceeds 30% of the latest audited total assets of the Company for twelve consecutive months~~ Provision of a single guarantee with amount exceeding 10% of the latest audited net assets ;

~~(V) The total amount of accumulated external guarantees of the Company and its holding subsidiaries exceeds 50% of the latest audited net assets of the Company with the absolute amount exceeding RMB50 million for twelve consecutive months;~~

( ~~VI~~ ~~V~~ ) The guarantee that provided to shareholders, actual controller and their related parties;

(VI) The cumulative guarantee amount for 12 consecutive months exceeds 30% of the latest audited total assets of the Company;

The external guarantees other than the above shall be considered and approved by the board of directors of the Company.

• II-2 -

PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR EXTERNAL GUARANTEES

APPENDIX II

Existing articles	To be amended as
	(VII) Other guarantees as stipulated by the Listing Rules of the Shanghai Stock Exchange, the Listing Rules of the Stock Exchange and the Articles. Among which, when the above guarantee in item ~~(IV)~~ (II) and item (VI)is considered at the general meeting of the Company, it shall be approved by more than two-thirds of voting rights of the shareholders present at the meeting. The external guarantees other than the above shall be considered and approved by the board of directors of the Company. The Company shall reasonably determine and control the scale of financing guarantee; in principle, the total scale of financing guarantee shall not exceed 40% of the consolidated net assets of the Company and the financing guarantee amount of a single subsidiary (including the headquarters of the Company) shall not exceed 50% of the net assets thereof.
Article 22Where a guarantee is subject to review by the board of directors, it shall be considered and agreed upon by more than two-thirds of directors present at the board meeting. If any director(s) is interested in the subject matter being considered, such director(s) shall abstain from voting, and the resolution made at the board meeting shall be approved by more than two-thirds of all disinterested directors. If the number of disinterested directors who attend the board meeting is less than three, the guarantee shall be submitted to the general meetings for consideration.	Article 22Where a guarantee is subject to review by the board of directors, itrequires not only the approval of more than half of all the directors, butshallalsobe considered and agreed upon by more than two-thirds of directors present at the board meetingand shall be disclosed in a timely manner. If any director(s) is interested in the subject matter being considered, such director(s) shall abstain from voting, and the resolution made at the board meeting shall be approved by more than two-thirds of all disinterested directors. If the number of disinterested directors who attend the board meeting is less than three, the guarantee shall be submitted to the general meetings for consideration.
Article 23Where the resolution regarding guarantee in favour of a shareholder, its actual controller and their related party is considered at the general meeting, such shareholder or the shareholders under the control of such actual controller shall not participate in the voting. Such resolution shall be subject to the approval of more than half of the voting rights held by other shareholders present at the general meeting.	Article 23Where the resolution regarding guarantee in favour of a shareholder, its actual controller and their related party is considered at the general meeting, such shareholder or the shareholders under the control of such actual controller shall not participate in the voting. Such resolution shall be subject to the approval of more than half of the voting rights held by other shareholders present at the general meeting.Where the Company provides a guarantee for its controlling shareholder(s), actual controller(s) and their connected parties, the controlling shareholder(s), actual controller(s) and their connected parties shall provide counter guarantee, and the party who provides the counter guarantee shall have actual solvency.

Article 23 Where the resolution regarding guarantee in favour of a shareholder, its actual controller and their related party is considered at the general meeting, such shareholder or the shareholders under the control of such actual controller shall not participate in the voting. Such resolution shall be subject to the approval of more than half of the voting rights held by other shareholders present at the general meeting.

Article 23 Where the resolution regarding guarantee in favour of a shareholder, its actual controller and their related party is considered at the general meeting, such shareholder or the shareholders under the control of such actual controller shall not participate in the voting. Such resolution shall be subject to the approval of more than half of the voting rights held by other shareholders present at the general meeting. Where the Company provides a guarantee for its controlling shareholder(s), actual controller(s) and their connected parties, the controlling shareholder(s), actual controller(s) and their connected parties shall provide counter guarantee, and the party who provides the counter guarantee shall have actual solvency.

• II-3 -

PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR EXTERNAL GUARANTEES

APPENDIX II

Existing articles	To be amended as
Article 30The external guarantee considered and approved by the board of directors or at the general meeting of the Company must be disclosed in the newspapers designated by China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) in a timely manner. The contents to be disclosed shall include but not limited to the resolutions of the board of directors or the general meeting, the total amount of external guarantees provided by the Company and its holding subsidiaries as at the date of disclosure, the total amount of guarantee provided by the Company to the holding subsidiaries and the respective proportions of the aforementioned amounts to the Company’s latest audited net assets. Depending on the nature of the transaction, the transaction needs to meet the disclosure requirements of the listing rules of the place where the Company is listed. ……	Article 30The external guarantee considered and approved by the board of directors or at the general meeting of the Company must be disclosed in the newspapers~~designated~~ which meet the conditions prescribedby China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) in a timely manner. The contents to be disclosed shall include but not limited to the resolutions of the board of directors or the general meeting, the total amount of external guarantees provided by the Company and its holding subsidiaries as at the date of disclosure, the total amount of guarantee provided by the Company to the holding subsidiaries and the respective proportions of the aforementioned amounts to the Company’s latest audited net assets. Depending on the nature of the transaction, the transaction needs to meet the disclosure requirements of the listing rules of the place where the Company is listed. ……
Chapter 5Responsibility of the Person	Chapter 5Responsibilityand Accountabilityof the Person
Article 43The board of directors of the Company shall be liable to formulate, amend and interpret this system.	Article 43TheOffice of theboard of directors of the Company shall be liable to formulate, amend and interpret this system.

Note:

The above table does not include other amendments (if any) to the numbering of, and consequentially the references to, subsequent articles due to the adding and/or deletion of the articles under the Management System for External Guarantees.

• II-4 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

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

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COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.[*]

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

(Stock Code: 1138)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the extraordinary general meeting (the “ EGM ”) of COSCO SHIPPING Energy Transportation Co., Ltd. (the “ Company ”) will be held at 2:00 p.m. on Thursday, 15 December 2022 (or any adjournment thereof) at 3rd Floor, Ocean Hotel, No. 1171 Dongdaming Road, Hongkou District, Shanghai, the People’s Republic of China to consider and, if thought fit, pass the following resolutions. Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 28 November 2022 (the “ Circular ”).

ORDINARY RESOLUTIONS

1. To consider and approve the appointment of Ms. Wang Songwen as a non-executive Director and the term of her appointment, details of which are set out in the Circular.

2. To consider and approve the resolution in relation to the proposed amendments to the Administrative Rules Governing Connected Transactions.

3. To consider and approve the resolution in relation to the proposed amendments to the Management System for External Guarantees.

By order of the Board COSCO SHIPPING Energy Transportation Co., Ltd. Ren Yongqiang Chairman

Shanghai, the People’s Republic of China 28 November 2022

* for identification purposes only

• EGM-1 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. For the purpose of holding the EGM, the register of H Shares members of the Company (the “ Register of Members ”) will be closed from Monday, 12 December 2022, to Thursday, 15 December 2022 (both days inclusive), during which no transfer of H Shares of the Company will be registered. H Shareholders whose names appear on the Register of Members at the close of business on Thursday, 15 December 2022 are entitled to attend and vote at the EGM after completing the registration procedures for attending the meeting.

2. In order to be entitled to attend and vote at the EGM, the H Shareholders shall lodge all transfer documents together with the relevant share certificates to Hong Kong Registrars Limited, the H share registrar of the Company, not later than 4:30 p.m. on Friday, 9 December 2022.

3. The address of Hong Kong Registrars Limited, the H Share registrar (for share transfer) of the Company, is as follows:

Shops 1712-1716 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong

The details of the Office of the Board of Directors of the Company are as follows:

7th Floor, 670 Dongdaming Road Hongkou District Shanghai People’s Republic of China Postal Code: 200080 Tel: 86 (21) 6596 6666 Fax: 86 (21) 6596 6160

1. Each H Shareholder who has the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his/her behalf at the EGM.

2. The form of proxy must be in writing under the hand of the Shareholder or his/her attorney duly authorised in writing or, if the Shareholder is a legal person, must either be executed under its common seal or under the hand of a legal representative or other attorney duly authorised to sign the same. If the form of proxy is signed by an attorney authorised by the Shareholder, the power of attorney authorising signature or other documents of authorisation must be notarially certified.

3. To be valid, for H Shareholders, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to Hong Kong Registrars Limited at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time for holding the EGM or any adjournment thereof.

4. Each A Shareholder is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his/her behalf at the EGM. Notes 4 to 6 also apply to A Shareholders, except that the form of proxy or other documents of authority must be delivered to the Office of the Board of Directors of the Company, not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof in order for such documents to be valid.

5. If a proxy attends the EGM on behalf of a shareholder, he/she should produce his/her identity card and the form of proxy signed by the Shareholder or his/her attorney, which specifies the date of its issuance. If a Shareholder is a legal person and appoints its legal representative to attend the EGM, such legal representative should produce his/her identity card and valid documents evidencing his/her capacity as such legal representative. If a legal person Shareholder appoints a company representative other than its legal representative to attend the EGM, such representative should produce his/her identity card and an authorisation instrument affixed with the seal of that Shareholder (which is a legal person) and duly signed by its legal representative.

6. EGM-2 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. The EGM is estimated to last for an hour. Shareholders who attend the EGM in person or by proxy shall bear their own transportation and accommodation expenses.

As at the date of this notice, the Board comprises Mr. Ren Yongqiang and Mr. Zhu Maijin as executive Directors, Mr. Wang Wei as a non-executive Director, and Mr. Victor Huang, Mr. Li Runsheng, Mr. Zhao Jinsong and Mr. Wang Zuwen as independent non-executive Directors.

• EGM-3 -