ELL Environmental Holdings Limited — Proxy Solicitation & Information Statement 2025

Sep 9, 2025

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Sinotrans Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker 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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中國外運股份有限公司 Sinotrans Limited

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

(Stock Code: 00598)

(1) PROPOSED REDUCTION OF REGISTERED CAPITAL;

(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROPOSED ABOLISHMENT OF THE SUPERVISORY COMMITTEE; (3) PROPOSED AMENDMENTS TO CERTAIN CORPORATE GOVERNANCE POLICIES OF THE COMPANY;

AND

(4) NOTICE OF 2025 THIRD EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 7 of this circular.

A notice convening the EGM to be held at 1st Meeting Room, 11th Floor, China Merchants Plaza Tower B, Building 10, No.5 Anding Road, Chaoyang District, Beijing 100029, the People’s Republic of China at 2:30 p.m. on 29 September 2025, a notice of attendance and a form of proxy for use at the EGM are available on the website of the Company and the website of Hong Kong Stock Exchange.

Shareholders who intend to attend the EGM shall complete and return the notice of attendance in accordance with the instruction printed thereon on or before 25 September 2025. Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the enclosed form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment of it, if you so wish.

10 September 2025

CONTENTS

		Page
DEFINITIONS .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
APPENDIX I	DETAILS OF PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION. . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II	DETAILS OF PROPOSED AMENDMENTS TO
	THE PROCEDURAL RULES FOR GENERAL MEETINGS . . . . . . .	104
APPENDIX III	DETAILS OF PROPOSED AMENDMENTS TO
	THE PROCEDURAL RULES FOR MEETINGS
	OF THE BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . .	130
APPENDIX IV	DETAILS OF PROPOSED AMENDMENTS TO
	THE WORKING MANUAL FOR THE
	INDEPENDENT DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	142
APPENDIX V	DETAILS OF PROPOSED AMENDMENTS TO
	THE POLICY FOR THE MANAGEMENT
	OF CONNECTED TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . . .	157
APPENDIX VI	DETAILS OF PROPOSED AMENDMENTS TO
	THE POLICY FOR THE MANAGEMENT OF
	EXTERNAL GUARANTEES TO BE
	PROVIDED BY THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . .	160
NOTICE OF 2025 THIRD EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . .		162

– i –

DEFINITIONS

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

• “Articles of Association”

the articles of association of Sinotrans Limited, as amended, modified or otherwise supplemented from time to time

• “A Share(s)”

the domestic listed share(s) of the Company with nominal value of RMB1.00 each, which are listed on the Shanghai Stock Exchange and traded in RMB

• “Board” the board of Directors of the Company

• “Company” 中國外運股份有限公司 (Sinotrans Limited), a joint stock limited company incorporated in the PRC with limited liability, whose H Shares are listed on the Hong Kong Stock Exchange and whose A Shares are listed on the Shanghai Stock Exchange

• “CSRC” China Securities Regulatory Commission

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

• “EGM” the 2025 third extraordinary general meeting of the Company to be held at 2:30 p.m. on 29 September 2025 at 1st Meeting Room, 11th Floor, China Merchants Plaza Tower B, Building 10, No. 5 Anding Road, Chaoyang District, Beijing 100029, the PRC

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

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

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

• “Latest Practicable Date” 5 September 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

“Listing Rules”

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

– 1 –

DEFINITIONS

• “Policy for the Management of Connected Transactions”

• “Policy for the Management of External Guarantees to be provided by the Company”

• “PRC”

• “Procedural Rules for General Meetings”

• “Procedural Rules for Meetings of the Board of Directors”

• “Share(s)”

• “Shareholder(s)”

• “Working Manual for the Independent Directors”

the Policy for the Management of Connected Transactions of Sinotrans Limited 《中國外運股份有限公司關聯交易管理制( 度》), as amended, modified or otherwise supplemented from time to time

the Policy for the Management of External Guarantees to be provided by Sinotrans Limited 《中國外運股份有限公司對外( 擔保管理制度》), as amended, modified or otherwise supplemented from time to time

the People’s Republic of China

• the Procedural Rules for General Meetings of Sinotrans Limited 《中國外運股份有限公司股東會議事規則》( ), as amended, modified or otherwise supplemented from time to time

• the Procedural Rules for Meetings of the Board of Directors of Sinotrans Limited 《中國外運股份有限公司董事會議事規( 則》), as amended, modified or otherwise supplemented from time to time

H Share(s) and A Share(s)

• holder(s) of the Shares

the Working Manual for the Independent Directors of Sinotrans Limited 《中國外運股份有限公司獨立董事工作制( 度》), as amended, modified or otherwise supplemented from time to time

– 2 –

LETTER FROM THE BOARD

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中國外運股份有限公司 Sinotrans Limited

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

(Stock Code: 00598)

Directors: Zhang Yi (Chairman) Yang Guofeng Luo Li Yu Zhiliang Huang Chuanjing Jerry Hsu

Independent non-executive Directors: Wang Xiaoli Ning Yaping Cui Xinjian Cui Fan

Registered Office: 1101, 11th Floor of 101, 1st to 22nd Floor Building 10 No. 5 Anding Road Chaoyang District Beijing, 100029 People’s Republic of China

Headquarters: China Merchants Plaza Tower B Building 10 No. 5 Anding Road Chaoyang District Beijing, 100029 People’s Republic of China

Principal Place of Business in Hong Kong: Units F&G, 20/F., MG Tower 133 Hoi Bun Road Kwun Tong, Kowloon Hong Kong

10 September 2025

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED REDUCTION OF REGISTERED CAPITAL;

(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROPOSED ABOLISHMENT OF THE SUPERVISORY COMMITTEE; (3) PROPOSED AMENDMENTS TO CERTAIN CORPORATE GOVERNANCE POLICIES OF THE COMPANY; AND

(4) NOTICE OF 2025 THIRD EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to provide you with the notice of the EGM and to provide you with all the information reasonably necessary to enable you to make informed decisions on whether to vote for or against the proposed resolutions at the EGM.

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LETTER FROM THE BOARD

II. PROPOSED REDUCTION OF REGISTERED CAPITAL OF THE COMPANY

As at 29 July 2025, the Company has cancelled a total of 22,019,000 H Shares repurchased during the period from 29 November 2024 to 22 January 2025 according to the repurchase mandate granted by the general meetings and relevant Board resolutions. As such, the share capital of the Company decreased from 7,294,216,875 Shares to 7,272,197,875 Shares. According to abovementioned change in share capital, the Company proposes to reduce the registered capital of the Company from RMB7,294,216,875 to RMB7,272,197,875 and make certain amendments to the Articles of Association.

The Company has proposed a special resolution at the EGM for the Shareholders to consider and, if thought fit, approve the abovementioned proposed reduction of the registered capital of the Company.

III. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROPOSED ABOLISHMENT OF THE SUPERVISORY COMMITTEE

Reference is made to the announcement of the Company dated 9 September 2025 in relation to, among others, the proposed amendments to the Articles of Association and the abolishment of the supervisory committee.

The Company Law of the People’s Republic of China (the “ Company Law ”), promulgated on 29 December 2023, was officially implemented on 1 July 2024. In January 2025, the Hong Kong Stock Exchange published the Consultation Conclusions on Proposals to Further Expand the Paperless Listing Regime and Other Rule Amendments 《建議進一步擴大無紙化上市機制及其他〈上市規則〉修訂的諮( 詢總結》), which adopted the proposals on hybrid general meeting of shareholders and electronic voting, requiring issuers to ensure that their articles of association allow them to hold hybrid general meeting of shareholders and provide for electronic voting on or before the first annual general meeting held after 1 July 2025. On 28 March 2025, the Guidelines on the Articles of Association of Listed Companies 《上市公司章程指引》( ) and the Rules for the General Meeting of Shareholders of Listed Companies 《上市公司股東會規則》( ) issued by the CSRC came into effect. In view of the aforesaid change in laws and regulations and having regard to its actual circumstances of the Company, the Company proposed to amend the existing Articles of Association to comply with the requirements of the Listing Rules and the relevant laws and regulations of the PRC.

– 4 –

LETTER FROM THE BOARD

The main aspects of the proposed amendments to the Articles of Association include, among others, (i) references are made to the circular dated 17 May 2024 and the announcement dated 29 July 2025, in relation to (among others), a series of repurchases of its H shares made by the Company on the Hong Kong Stock Exchange according to H share repurchase mandate. The Company repurchased a total of 22,019,000 H shares of the Company and cancelled such repurchased H shares. Accordingly, the total share capital of the Company has reduced from 7,294,216,875 shares to 7,272,197,875 shares, the registered capital of the Company will be reduced from RMB7,294,216,875 to RMB7,272,197,875. Therefore, the Board approved (i) the proposed capital reduction and corresponding amendments of the Articles of Association; (ii) abolishing the supervisory committee and deleting relevant provisions regarding the supervisory committee and supervisors with the audit committee of the Board assuming the powers of the supervisory committee as stipulated by the Company Law, and the Procedural Rules for the Supervisory Committee of Sinotrans Limited 《中國外運股份有限公司監事會議事規則》( ) to be abolished accordingly; (iii) adjusting some of the powers of the general meeting of shareholders and the Board; (iv) strengthening the rights of shareholders, decreasing the proportion of the total number of voting shares of the Company held individually or collectively by the Shareholder(s) who have the right to submit proposals to the Company to at least one percent; (v) adding relevant provisions on controlling shareholder(s) and de facto controller(s), independent directors, and special committees of the Board; (vi) standardizing the relevant descriptions of the business scope in accordance with the requirements from the administrative department for industry and commerce while there is no substantial changes to the actual business operations of the Company; and (vii) making other revisions to supplement or improve the Articles of Association in accordance with the latest laws, regulations and regulatory documents and regard to its actual circumstances of the Company.

The Articles of Association after the proposed amendments conforms with the Core Shareholder Protection Standards set out in Appendix A1 of the Listing Rules. The legal advisers to the Company as to the laws of Hong Kong and the laws of the PRC have respectively confirmed that such proposed amendments comply with the requirements of the Listing Rules and the applicable laws of the PRC. The Company also confirms that there is nothing unusual about such proposed amendments for a company incorporated in the PRC and listed on the Hong Kong Stock Exchange. The Board believes that the proposed amendments to the Articles of Association have neither material impact on the rights of the Company’s shareholders nor adverse impact on the business operation of the Company, and they are in the interests of the Company and Shareholders as a whole.

Details of the proposed amendments to the Articles of Association are set out in the Appendix I to this circular. Save for the proposed amendments as set out in the Appendix I, other provisions in the Articles of Association remain unchanged.

The Company has proposed a special resolution at the EGM for the Shareholders to consider and, if thought fit, approve the abovementioned resolution in relation to the proposed amendments to the Articles of Association and the abolishment of the supervisory committee.

– 5 –

LETTER FROM THE BOARD

IV. PROPOSED AMENDMENTS TO CERTAIN CORPORATE GOVERNANCE POLICIES OF THE COMPANY

In order to further improve corporate governance and in line with the proposed amendments to the Articles of Association, the Company also proposed to seek the approval of the Shareholders in relation to the amendments to certain corporate governance policies of the Company, namely, (i) the Procedural Rules for General Meetings of the Company, (ii) the Procedural Rules for Meetings of the Board of Directors of the Company, (iii) the Working Manual for the Independent Directors of the Company, (iv) the Policy for the Management of Connected Transactions of the Company and (v) the Policy for the Management of External Guarantees to be Provided by the Company, the details of which are set out in the Appendices II, III, IV, V and VI to this circular, respectively. Save for the amendments set out in appendices, other provisions in the above mentioned internal policies remain unchanged.

The Company has proposed an ordinary resolution at the EGM for the Shareholders to consider and, if thought fit, approve the abovementioned proposed amendments to certain corporate governance policies of the Company.

V. EGM

The H Share register of members of the Company will be closed from 24 September 2025 to 29 September 2025 (both days inclusive), during which no transfer of H Shares will be registered. In order for the H Shareholders to be entitled to attend and vote at the EGM, persons holding H Shares shall lodge share transfer documents and the relevant H Share certificates with the Company’s H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on 23 September 2025. Any Shareholders whose names appear on the H Share register of members of the Company on 29 September 2025, are entitled to attend and vote at the EGM after completing the registration procedures for attending the meeting.

The EGM will be convened and held at the 1st Meeting Room, 11th Floor, China Merchants Plaza Tower B, Building 10, No.5 Anding Road, Chaoyang District, Beijing 100029, the PRC at 2:30 p.m. on 29 September 2025 to consider and, if thought fit, approve the resolution as set out in the notice of the EGM.

Notice of the EGM, together with the notice of attendance and proxy form for use at the EGM, are despatched to Shareholders on 10 September 2025 and are available on the website of the Company and the website of Hong Kong Stock Exchange. Shareholders who intend to attend the EGM shall complete and return the notice of attendance in accordance with the instruction printed thereon on or before 25 September 2025. Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the enclosed form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof, if you so wish.

As at the Latest Practicable Date, none of the Shareholders is required to abstain from voting on the proposed resolutions at the EGM to the best knowledge, information and belief of the Directors after having made all reasonable enquiries.

– 6 –

LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the EGM will be taken by poll. The Company will announce the results of the poll in accordance with the Listing Rules after the EGM.

VI. DIRECTORS’ RECOMMENDATION

As disclosed above, resolutions will be proposed at the EGM to approve, among others, (i) the proposed reduction of registered capital of the Company; (ii) the proposed amendments to the Articles of Association and the abolishment of the supervisory committee; and (iii) the proposed amendments to certain corporate governance policies of the Company.

In order to pass an ordinary resolution and two special resolutions of the Company at the EGM, it requires at least a simple majority and a two-thirds majority, respectively, of the votes held by Shareholders attending the EGM in person or by proxy (and entitled to vote) being voted in favour of the relevant resolutions.

The Directors consider that the resolutions as set out in this circular are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM.

Yours faithfully, By order of the Board of Sinotrans Limited Li Shichu Company Secretary

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APPENDIX I DETAILS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Details of proposed amendments to the Articles of Association are set out as follows, with amendments underlined:

Sinotrans Limited

Comparison Table for the Amendments to the Articles of Association

Original Current Chapter 1 General Article 1 To safeguard the legitimate rights and Article 1 To safeguard the legitimate rights and interests of Sinotrans Limited (the “Company”), interests of Sinotrans Limited (the “Company”), its shareholders and creditors, and to regulate the its shareholders, employees and creditors, and to organization and activities of the Company, the regulate the organization and activities of the Company formulated the Articles of Association Company, the Company formulated the Articles of in accordance with the Company Law of the Association in accordance with the Company Law People’s Republic of China (the “Company of the People’s Republic of China (the “Company Law”), the Securities Law of the People’s Law”), the Securities Law of the People’s Republic of China (the “Securities Law”), the Republic of China (the “Securities Law”), the Trial Measures for the Administration of Overseas Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Issuance and Listing of Securities by Domestic Companies, the Guidelines on Articles of Companies, the Guidelines on Articles of Association of Listed Companies (the Association of Listed Companies (the “Guidelines”) and other relevant requirements “Guidelines”), the Constitution of the Communist under the laws, administrative rules and Party of China and other relevant requirements regulations. under the laws, administrative rules and regulations.

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DETAILS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Article	5	The legal representative	The legal representative	The legal representative	The legal representative	The legal representative	The legal representative	of		the	Article 5 The legal representative of the Company
	Company shall be the chairman					of the Company.						shall be the chairman of the Company. If the
												chairman of the Company resigns, he/she shall be
												deemed to have resigned as the legal
												representative at the same time.
												If the legal representative resigns, the Company
												shall appoint a new legal representative within 30
												days from the date of resignation of the legal
												representative.
												For civil activities carried out by the legal
												representative in the name of the Company, the
												legal consequences of which shall be borne by the
												Company.
												Restrictions on the functions and powers of the
												legal representative set forth in these Articles of
												Association or by the shareholders’ general
												meeting shall not prevail against bona fide third
												parties. If the legal representative causes damage
												to others in the performance of his/her duties, the
												Company shall bear civil liability. After the
												Company bears civil liability, it may seek
												recourse against the legal representative who is at
												fault in accordance with the provisions of laws or
												these Articles of Association.
	Article 6		The	Company is	a joint		stock limited					Article 6 The Company is a joint stock limited
	company	existing in perpetuity.										company existing in perpetuity.
	~~The entire ~~ ~~shares of ~~		~~capital of the Company is divided into~~ ~~equal value and shareholders ~~shall be									Shareholders shall be liable to the Company to the extent of the shares held by them. The Company
	liable to	the Company to the extent					of the shares					is liable for its debts to the extent of all its
	held by them. The Company				is	liable		for its		debts		property.
	to the extent of			all its ~~assets~~.								The Company is an independent legal person. Its
	The Company is an independent legal person. Its											activities shall be governed and protected by the
	activities	shall be governed			and protected by						the	laws and the administrative regulations of the
	laws and	the administrative regulations of the										People’s Republic of China.
	People’s	Republic of China.
	~~Article 7~~		~~In accordance with the Company ~~							~~Law,~~
	~~the~~ ~~Securities~~			~~Law~~ ~~and~~		~~other~~		~~laws~~			~~and~~
	~~administrative~~			~~regulations~~	~~of~~	~~the~~	~~State,~~			~~these~~
	~~Articles ~~	~~of Association of ~~			~~the Company ~~						~~(the~~
	~~“Articles ~~	~~of Association”) were ~~				~~formulated.~~

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DETAILS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

~~Article 8 In accordance with the relevant provisions under the Constitution of the Communist Party of China, the Company established the organization of the Communist Party of China and carries out activities of the Party. The Party Committee shall play the leading functions, provide the directions, manage the situation and ensure the implementation. Meanwhile, the Company shall provide necessary facilitations for the activities of the Party Organization, set up a working agency for the Party, allocate sufficient personnel to handle Party affairs and guarantee working funds for the Party Committee.~~

~~Article 9~~ These Articles of Association shall become effective upon being adopted at the shareholders’ general meeting of the Company by way of a special resolution. From the date on which the Articles of Association come into effect, the Articles of Association constitute the legally binding document regulating the Company’s organisation and activities, and the rights and obligations between the Company and each shareholder and among the shareholders. The Articles of Association are binding on the Company and its shareholders, directors ~~, supervisors, president~~ and ~~other~~ senior management; all of whom may, according to the Articles of Association, assert their rights in respect of the affairs of the Company.

A shareholder may take legal action against other shareholders, the Company, directors ~~, supervisors, president~~ and ~~other~~ senior management of the Company pursuant to these Articles of Association. The Company may take action against a shareholder, directors ~~, supervisors, president~~ and ~~other~~ senior management of the Company pursuant to these Articles of Association.

Article 7 These Articles of Association shall become effective upon being adopted at the shareholders’ general meeting of the Company by way of a special resolution. From the date on which the Articles of Association come into effect, the Articles of Association constitute the legally binding document regulating the Company’s organisation and activities, and the rights and obligations between the Company and each shareholder and among the shareholders. The Articles of Association are binding on the Company and its shareholders, directors and senior management; all of whom may, according to the Articles of Association, assert their rights in respect of the affairs of the Company. A shareholder may take legal action against other shareholders, the Company, directors and senior management of the Company pursuant to these Articles of Association. The Company may take action against a shareholder, directors and senior management of the Company pursuant to these Articles of Association.

~~Article 10~~ “ ~~Other~~ senior management” referred Article 8 “Senior management” referred to in to in these Articles of Association mean the these Articles of Association mean the Company’s Company’s vice presidents, chief financial president, vice presidents, chief financial officer, officer, chief digital officer, board secretary, chief digital officer, board secretary, general general counsel (chief compliance officer) and counsel (chief compliance officer) and other other senior management appointed by the Board. senior management appointed by the Board.

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DETAILS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Chapter 2 Objectives and Scope of Operation

~~Article 13~~ The scope of business of the Article 11 The scope of business of the Company shall be its scope of business as Company shall be its scope of business as approved by the approval authorities and the approved by the approval authorities and the administration and management authorities for administration and management authorities for industry and commerce. After being registered in industry and commerce. After being registered in accordance with the law, the Company’s scope of accordance with the law, the Company’s scope of business shall include: ~~non-vessel shipping~~ business shall include: Non Vessel Operating ~~business; ordinary freight; domestic waterway~~ Common Carrier (NVOCC) business; domestic ~~shipping & forwarding agents and passenger and~~ shipping agency; domestic freight forwarding agent; ~~freight transportation agent services; international~~ international freight forwarding agent; ship leasing; IT ~~transportation agent services for import and~~ consultancy services; technology services, technology ~~export products transported by sea, land and air,~~ development, technology consulting, technology ~~international exhibition items, private items and~~ exchange; technology transfer, technology promotion; ~~transit cargo, including booking, warehousing,~~ price authentication and appraisal; package services; ~~transit, container assembly and unpacking, freight~~ import and export of goods; organization of cultural and ~~& charge settlement, customs clearance,~~ art exchange activities; conference and exhibition ~~declaration, relevant short-distance transportation~~ services; international road freight transportation; road ~~services and transportation consultation services;~~ freight transportation (excluding hazardous goods). ~~international intermodal transport services; ship leasing; IT services and authentication and consultation services; package services; import and export of goods; import and export agent services, organization of cultural and art exchange activities; hosting exhibition and display.~~ Chapter 3 Shares and Registered Capital ~~Article 16~~ The issuance of shares by the Article 14 The issuance of shares by the Company shall adhere to the principles of Company shall adhere to the principles of openness, fairness and justice. Each share in the openness, fairness and justice. Each share in the same class shall have the same rights. same class shall have the same rights. Shares of Shares of the same class issued at the same time the same class issued at the same time shall have shall have the same terms of issuance and issue the same terms of issuance and issue price; price; ~~any entity or person~~ shall pay the same subscribers shall pay the same amount for each of amount for each of ~~the same class of~~ shares shares subscribed for. subscribed for.

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DETAILS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

~~Article 20~~ Upon approval by the examination Article 18 Upon approval by the examination and approval departments authorized by the State and approval departments authorized by the State Council, the total number of ordinary shares that Council, the total number of ordinary shares that the Company issued as at the date hereof is the Company issued as at the date hereof is ~~7,294,216,875~~ shares, including 5,255,916,875 7,272,197,875 shares, including 5,255,916,875 domestic listed shares (A shares), accounting for domestic listed shares (A shares), accounting for ~~72.06~~ % of total share capital, and ~~2,038,300,000~~ 72.27% of total share capital, and 2,016,281,000 overseas listed foreign shares (H shares) overseas listed foreign shares (H shares) representing ~~27.94~~ % of total share capital. representing 27.73% of total share capital. ~~Article 23~~ The registered capital of the Article 21 The registered capital of the Company shall be RMB ~~7,294,216,875~~ . Upon the Company shall be RMB7,272,197,875. Upon the new issue, the registered capital of the Company new issue, the registered capital of the Company will be adjusted correspondingly according to the will be adjusted correspondingly according to the actual number of shares in issue and the Company actual number of shares in issue and the Company shall complete the registration procedures for the shall complete the registration procedures for the change in registered capital. change in registered capital. ~~Article 24~~ The Company or its subsidiaries Article 22 The Company or its subsidiaries (including the affiliates of the Company) shall not (including the affiliates of the Company) shall not ~~provide any assistance~~ in the form of gift, fund, provide financial assistance, in the form of gift, guarantee, ~~compensation, loan~~ or others ~~to any~~ fund, guarantee, borrowings or others, to other ~~person who purchases or intends to purchase~~ persons for the acquisition of the shares of the ~~shares of the Company.~~ Company or its parent company, except when the Company implements the employee stock ownership plan. For the benefit of the Company, by resolution of the shareholders’ general meeting or by resolution of the Board of Directors in accordance with these Articles of Association or the authorization of shareholders’ general meetings, the Company may provide financial assistance to others for the acquisition of shares of the Company or its parent company, provided that the cumulative total amount of the financial assistance shall not exceed 10% of the total amount of the issued share capital. Resolutions of the Board of Directors shall be passed by over two-thirds of all the directors.

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DETAILS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

~~Article 25~~ According to the needs of its Article 23 According to the needs of its operation and development, The Company may operation and development, The Company may increase its capital by the following means in increase its capital by the following means in accordance with laws, regulations and these accordance with laws, regulations and these Articles of Association, subject to resolutions of Articles of Association, subject to resolutions of shareholders’ general meetings: shareholders’ general meetings: (i) ~~public~~ offer of shares; (i) offer of shares to unspecified subscribers; (ii) ~~non-public~~ offer of shares; (ii) offer of shares to specific subscribers; (iii) distribute bonus shares to the existing (iii) distribute bonus shares to the existing shareholders; shareholders; (iv) increase in capital by transfers from (iv) increase in capital by transfers from reserves; reserves; (v) in such other manners as ~~permitted~~ by laws, (v) in such other manners as stipulated by laws, administrative regulations and ~~the relevant~~ administrative regulations and the CSRC. ~~competent authorities~~ . Upon obtaining an approval in line with the Upon obtaining an approval in line with the provisions of these Articles of Association, the provisions of these Articles of Association, the capital enlargement and the new issue of the capital enlargement and the new issue of the Company shall be handled in accordance with Company shall be handled in accordance with relevant laws and administrative regulations of relevant laws and administrative regulations of the State. the State. When the Company issues new shares to increase its registered capital, shareholders do not have pre-emptive rights, unless otherwise stipulated in listing rules of the place where the Company is listed and these Articles of Association or decided by a resolution of the shareholders’ general meeting that shareholders shall have pre-emptive rights. ~~Article 26~~ Unless otherwise provided by laws Article 24 Unless otherwise provided by laws and administrative regulations, shares in the and administrative regulations, shares in the Company ~~may~~ be transferred freely. Company shall be transferred freely.

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~~Article 28 Any shares held by any promoter of the Company shall not be transferred within one year upon the establishment of the Company.~~ Any shares that have been issued before the Company’s initial public listing shall not be transferred within one year from the date on which the Company’s shares are listed in the stock exchange(s). The directors ~~, supervisors~~ and senior management of the Company shall declare to the Company their holdings in the Company’s shares and inform the same if there are any changes in their holdings subsequently. During their terms of office, shares being transferred every year must not exceed twenty-five percent of their holdings in the Company’s shares in the same class. No transfer of their holdings shall be made within one year after the Company’s ordinary shares were listed. No transfer of their holdings in the Company’s shares shall be made within six months after they cease to hold their respective offices.

Article 26 Any shares that have been issued before the Company’s initial public listing shall not be transferred within one year from the date on which the Company’s shares are listed in the stock exchange(s).

The directors and senior management of the Company shall declare to the Company their holdings in the Company’s shares and inform the same if there are any changes in their holdings subsequently. During their terms of office fixed at the time of swearing in, shares being transferred every year must not exceed twenty-five percent of their holdings in the Company’s shares in the same class. No transfer of their holdings shall be made within one year after the Company’s ordinary shares were listed. No transfer of their holdings in the Company’s shares shall be made within six months after they cease to hold their respective offices.

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~~Article 29~~ When directors ~~, supervisors~~ or senior management of the Company or shareholders holding more than 5% of the shares of the Company sell their ordinary shares or other equity securities within six months from the acquisition of such shares, or purchase shares within six months from the disposal of such shares, the Board of the Company shall repatriate any profits derived from such dealings and the profits derived shall be vested in the Company; except for securities companies holding over five percent of the ordinary shares of the Company as a result of acquiring remaining ordinary shares ~~as an underwriter,~~ and other circumstances stipulated by the CSRC.

The above-mentioned shares or other equity securities held by directors, ~~supervisors,~~ senior management and individual shareholders include shares or other equity securities held by their spouses, parents and children or held through using others’ accounts.

⋯⋯

Article 27 When directors or senior management of the Company or shareholders holding more than 5% of the shares of the Company sell their ordinary shares or other equity securities within six months from the acquisition of such shares, or purchase shares within six months from the disposal of such shares, the Board of the Company shall repatriate any profits derived from such dealings and the profits derived shall be vested in the Company; except for securities companies holding over five percent of the ordinary shares of the Company as a result of acquiring remaining ordinary shares after underwriting, and other circumstances stipulated by the CSRC.

The above-mentioned shares or other equity securities held by directors, senior management and individual shareholders include shares or other equity securities held by their spouses, parents and children or held through using others’ accounts.

⋯⋯

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Chapter 4 Reduction of Capital and Repurchase of Shares ~~Article 31~~ In reducing its registered capital, the Article 29 In reducing its registered capital, the Company shall prepare a balance sheet and an Company shall prepare a balance sheet and an inventory of its assets. inventory of its assets. The Company shall inform its creditors of the The Company shall inform its creditors of the reduction in registered capital within 10 days reduction in registered capital within 10 days from the date of the resolution and publish an from the date of the resolution made by the announcement of the reduction in newspapers shareholders’ general meeting and publish an within 30 days. Creditors shall within 30 days announcement of the reduction in newspapers upon the receipt of the notice or for creditors who recognised by the stock exchange on which the have not received the notice shall within 45 days shares of the Company are listed or on the since the date of the first announcement of any National Enterprise Credit Information Publicity reduction in capital, request the Company to System within 30 days. Creditors shall within 30 repay any debts or to provide any relevant days upon the receipt of the notice or for creditors guarantee against any such debts. who have not received the notice shall within 45 ~~The amount of registered capital after the~~ days since the date of the first announcement of ~~reduction in capital shall not be lower than the~~ any reduction in capital, request the Company to ~~authorized minimum capital required by law.~~ repay any debts or to provide any relevant guarantee against any such debts. Where the Company reduces its registered capital, it shall reduce the amount of capital contribution or shares in proportion to the shareholders’ shareholdings, unless otherwise stipulated by laws or these Articles of Association. Where the Company still incurs losses after making up its losses in accordance with the provisions of Clause 2 of Article 166 hereof, it may reduce its registered capital to make up for the losses. If the registered capital is reduced to make up for losses, the Company shall not make distribution to its shareholders, nor exempt the shareholders from their obligation to make capital contribution or call on shares. The provisions of Clause 2 of Article 29 hereof shall not apply to the reduction in the registered capital in accordance with the preceding paragraph. The Company shall publish announcements in the newspapers recognized by the stock exchange of the place where the Company’s shares are listed or in the National Enterprise Credit Information Publicity System within 30 days from the date on which the resolution on the reduction of its registered capital is passed at the shareholders’ general meeting.

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		After reducing its registered capital in accordance
		with the preceding two paragraphs, the Company
		shall not distribute profits until the accumulated
		amount of its statutory reserve and discretionary
		reserve reaches 50% of its registered capital.
		If the reduction of the registered capital is in
		violation of the Company Law and other relevant
		regulations, shareholders shall return the funds
		they have received and the reduced capital
		contribution of the shareholders shall be restored
		to its original amount; in case of losses caused to
		the Company, the shareholders and the
		responsible directors and senior management
		shall be liable for compensation.

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Chapter 5 Rights and Obligations of Shareholders

~~Article 35~~ The Company shall keep a Article 33 The Company shall keep a shareholders’ register according to the vouchers shareholders’ register according to the vouchers provided by the securities registration authority, provided by the securities registration and and the shareholders’ register shall be adequate clearing authority, and the shareholders’ register proof of the shareholders’ holding of the shall be adequate proof of the shareholders’ Company’s shares. Shareholders enjoy rights and holding of the Company’s shares. Shareholders assume obligations according to the class and enjoy rights and assume obligations according to amount of shares held by them. Shareholders the class and amount of shares held by them. holding shares of the same class enjoy the same Shareholders holding shares of the same class rights and assume the same obligations. enjoy the same rights and assume the same The Company shall protect the rights of obligations. shareholders according to the laws, and pay The Company shall protect the rights of attention to protect the legitimate rights and shareholders according to the laws, and pay interests of minority shareholders. The Articles of attention to protect the legitimate rights and Association of the Company, resolutions of interests of minority shareholders. The Articles of shareholders’ general meeting or resolutions of Association of the Company, resolutions of the Board meeting shall be in compliance with shareholders’ general meeting or resolutions of relevant regulations and laws, and shall not the Board meeting shall be in compliance with deprive or restrict any legal rights of relevant regulations and laws, and shall not shareholders. The Company shall establish an deprive or restrict any legal rights of unimpeded and effective communication channel shareholders. The Company shall establish an with shareholders to guarantee shareholders’ unimpeded and effective communication channel rights to be aware of major matters of the with shareholders to guarantee shareholders’ Company and participate in decision-making and rights to be aware of major matters of the supervision. Shareholders shall have the right to Company and participate in decision-making and safeguard their legitimate rights and interests supervision. Shareholders shall have the right to through civil proceedings or other legal means in safeguard their legitimate rights and interests accordance with the relevant laws and through civil proceedings or other legal means in administrative regulations. accordance with the relevant laws and Institutional investors shall, in accordance with administrative regulations. laws and regulations and the Articles of Institutional investors shall, in accordance with Association of the Company, exercise the right of laws and regulations and the Articles of voting, the right of inquiry, the right of Association of the Company, exercise the right of recommendation and other relevant shareholder voting, the right of inquiry, the right of rights, and participate in corporate governance recommendation and other relevant shareholder reasonably and play an active role in corporate rights, and participate in corporate governance governance by participating in decision-making reasonably and play an active role in corporate for major issues, recommending candidates for governance by participating in decision-making directors ~~and supervisors~~ , and monitoring the for major issues, recommending candidates for performance of directors ~~and supervisors~~ . directors, and monitoring the performance of

The Company shall protect the rights of shareholders according to the laws, and pay attention to protect the legitimate rights and interests of minority shareholders. The Articles of Association of the Company, resolutions of shareholders’ general meeting or resolutions of the Board meeting shall be in compliance with relevant regulations and laws, and shall not deprive or restrict any legal rights of shareholders. The Company shall establish an unimpeded and effective communication channel with shareholders to guarantee shareholders’ rights to be aware of major matters of the Company and participate in decision-making and supervision. Shareholders shall have the right to safeguard their legitimate rights and interests through civil proceedings or other legal means in accordance with the relevant laws and administrative regulations.

Institutional investors shall, in accordance with laws and regulations and the Articles of Association of the Company, exercise the right of voting, the right of inquiry, the right of recommendation and other relevant shareholder rights, and participate in corporate governance reasonably and play an active role in corporate governance by participating in decision-making for major issues, recommending candidates for directors, and monitoring the performance of directors.

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In the event of joint holders, on the death of any In the event of joint holders, on the death of any one of such joint holders, the survivor(s) shall be one of such joint holders, the survivor(s) shall be the only person or persons recognized by the the only person or persons recognized by the Company as having the title to any such shares, Company as having the title to any such shares, but the board of directors may require the existing but the board of directors may require the existing joint holders to supply such evidence of death as joint holders to supply such evidence of death as it may deem fit for the purpose of making it may deem fit for the purpose of making amendments to the particulars in the register of amendments to the particulars in the register of shareholders. Only the person whose name stands shareholders. Only the person whose name stands first in the register of shareholders as one of the first in the register of shareholders as one of the joint holders of any share shall be entitled to the joint holders of any share shall be entitled to the delivery of the certificate relating to such share, delivery of the certificate relating to such share, to receive notices from the Company, to attend to receive notices from the Company, to attend and exercise all the voting powers attached to and exercise all the voting powers attached to such shares at general meetings of the Company, such shares at general meetings of the Company, and any notice given to such person shall be and any notice given to such person shall be deemed notice to all the joint holders. deemed notice to all the joint holders.

• ~~Article 37~~ Each holder of ordinary shares in the Article 35 Each holder of ordinary shares in the Company has the following rights: Company has the following rights: (i) to receive dividends and other forms of (i) to receive dividends and other forms of distributions in accordance with the amount distributions in accordance with the amount of his shareholding; of his shareholding;

• (ii) to request, convene, chair, attend, or appoint (ii) to request holding, convene, chair, attend, or a proxy to attend a shareholders’ meeting, appoint a proxy to attend a shareholders’ and to exercise his speaking and voting meeting, and to exercise his speaking and rights; voting rights;

• (iii) to supervise the management of, and to (iii) to supervise the management of, and to make proposals or inquiries, relating to the make proposals or inquiries, relating to the business activities of the Company; business activities of the Company;

• (iv) to transfer, give or pledge the shares held in (iv) to transfer, give or pledge the shares held in accordance with laws, administrative accordance with laws, administrative regulations and the Articles of Association; regulations and the Articles of Association;

• (v) to review and obtain relevant information (v) to review, duplicate and obtain relevant according to the provisions of the Articles information according to the provisions of of Association, including: the Articles of Association, including:

• (1) to obtain a copy of the Articles of (1) to obtain a copy of the Articles of Association after payment of a charge to Association after payment of a charge to cover cost; cover cost;

• (2) after paying a reasonable fee, to peruse and (2) after paying a reasonable fee, to peruse and photocopy: photocopy:

• (aa) all parts of the shareholders’ register; (aa) all parts of the shareholders’ register;

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• (bb) the personal particulars of the Directors ~~,~~ (bb) the personal particulars of the Directors and ~~Supervisors, President,~~ and ~~other~~ senior senior officers, including: officers, including: 1. their present and former names and aliases;

• 1. their present and former names and aliases; 2. principal address (residence); 2. principal address (residence); 3. nationality; 3. nationality; 4. full time and all other part time occupations 4. full time and all other part time occupations and duties; and duties; 5. their identification documents and numbers.
• 1. their identification documents and numbers. (cc) the status of the share capital of the (cc) the status of the share capital of the Company; Company; (dd) a report on the aggregate par value, number,

• (dd) a report on the aggregate par value, number, highest price and lowest price at which the highest price and lowest price at which the Company repurchased each type of shares Company repurchased each type of shares since the previous financial year and the since the previous financial year and the amount of fees and expenses incurred by the amount of fees and expenses incurred by the Company for this purpose; Company for this purpose; (ee) the minutes of shareholders’ meetings and

• (ee) the minutes of shareholders’ meetings and the resolutions of the meetings of the board the resolutions of the meetings of the board of directors; of directors ~~and the supervisory committee~~ ; (ff) receipts of the debenture and financial

• (ff) receipts of the debenture and financial reports of the Company. reports of the Company. (vi) to review accounting books and evidences

• (vi) where the Company is being wound-up or by shareholders holding more than 3% of liquidated, to participate in the distribution the Company’s shares for more than 180 of the remaining assets of the Company consecutive days, individually or jointly, are according to the amount of his shareholding; entitled to examine;

• (vii) to request the Company to purchase shares (vii) where the Company is being wound-up or held by him if such shareholder vote against liquidated, to participate in the distribution resolution of the shareholders’ general of the remaining assets of the Company meeting concerning the merger or division according to the amount of his shareholding; of the Company; (viii) to request the Company to purchase shares

• (viii) other rights conferred by the laws, held by him if such shareholder vote against administrative regulations, rules of resolution of the shareholders’ general regulatory authorities and these Articles of meeting concerning the merger or division Association. of the Company; (ix) other rights conferred by the laws, administrative regulations, rules of regulatory authorities and these Articles of Association.

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~~Article 38~~ If a shareholder proposes to inspect Article 36 If a shareholder proposes to inspect such relevant information and request such and duplicate such relevant information and materials as described in the preceding Article, he request such materials as described in the or she shall provide the Company with written preceding Article, he or she shall provide the documents certifying the class and number of the Company with written documents certifying the Shares held and the Company shall provide the class and number of the Shares held and the relevant information and materials upon the Company shall provide the relevant information request of the shareholder after verifying his or and materials upon the request of the shareholder her identity. after verifying his or her identity. ~~Article 39~~ In the event that any resolution of the Article 37 In the event that any resolution of the shareholders’ general meeting or the board of shareholders’ general meeting or the board of directors violates any laws and administrative directors violates any laws and administrative regulations, the shareholders shall have the right regulations, the shareholders shall have the right to request the court to invalidate the resolution. In to request the court to invalidate the resolution. the event that convening procedures or voting In the event that convening procedures or voting methods of the shareholders’ general meeting or methods of the shareholders’ general meeting or the board of directors’ meeting violate any laws, the board of directors’ meeting violate any laws, administrative regulations or these Articles of administrative regulations or these Articles of Association, or if the resolution violates these Association, or if the resolution violates these Articles of Association, the shareholders may Articles of Association, the shareholders may request the court to revoke the resolution within request the court to revoke the resolution within 60 days from the date on which the resolution is 60 days from the date on which the resolution is passed. passed. However, it does not apply if such procedures for convening the shareholders’ general meeting and the Board meeting, or the method of voting thereat, have only minor flaws that have no substantial impact on the resolution. Where the Board of Directors, shareholders and other stakeholders dispute over the validity of a resolution of a shareholders’ general meeting, they shall promptly institute litigation at the People’s Court. Before the People’s Court makes a judgement or ruling, such as a cancellation of a resolution, the stakeholders shall execute the resolution of the shareholders’ general meeting. The Company, its directors and senior management shall perform their duties diligently to ensure the normal operation of the Company.

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		Where the court makes a judgement or ruling on
		the relevant matter, the Company shall fulfill its
		obligations to disclose the information in
		accordance with laws, administrative regulations,
		the provisions of the CSRC and stock exchanges,
		fully explain the impact of the judgement or
		ruling on the Company, and actively cooperate
		with the authorities in the enforcement of the
		judgement or ruling after it has come into effect.
		Where previous matters need to be corrected, the
		Company shall handle the correction in a timely
		manner and fulfill its obligations to disclose the
		information accordingly.
		Article 38 A resolution of the shareholders’
		general meeting or Board meeting of the
		Company shall be deemed invalid under any of
		the following circumstances:
		(i) the resolution is adopted without convening
		a shareholders’ general meeting or Board
		meeting;
		(ii) the resolution is not voted on at the
		shareholders’ general meeting or Board
		meeting;
		(iii) the number of attendees of the meeting or
		their voting rights do not meet the quorum
		or the number of voting rights as stipulated
		in the Company Law or these Articles of
		Association;
		(iv) the number of attendees voting in favor of
		the resolution or their voting rights do not
		meet the quorum or the number of voting
		rights as stipulated in the Company Law or
		these Articles of Association.

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~~Article 40~~ In the event of any loss caused to the Company as a result of violation of any laws, administrative regulations or these Articles of Association by the directors or senior management when performing their duties, shareholders who holds more than 1% of the Shares, individually or jointly, for more than 180 consecutive days shall have the right to request the ~~supervisory committee~~ in writing to initiate litigation before the court; in the event of any loss caused to the Company as a result of violation of any laws, administrative regulations or these Articles of Association by the ~~supervisory committee~~ when performing its duties, the shareholders may request the board of directors in writing to initiate litigation before the court. In the event that the ~~supervisory committee~~ or the board of directors refuses to initiate litigation after receiving a written request of the shareholders as specified in the preceding paragraph, or fails to institute litigation within 30 days upon the receipt of the request, or if failure to institute litigation immediately may cause irreparable damage to the interest of the Company under urgent circumstances, the shareholders as mentioned in the preceding paragraph shall have the right to directly initiate litigation before the court in his name for the interest of the Company. In the event that some other persons infringe the legitimate rights and interests of the Company, thus causing losses to the Company, the shareholders prescribed in the first paragraph of this Article may bring legal action before a court in accordance with the provisions of the preceding two paragraphs.

Article 39 In the event of any loss caused to the Company as a result of violation of any laws, administrative regulations or these Articles of Association by the directors who do not serve as members of the Audit Committee or senior management when performing their duties, shareholders who holds more than 1% of the Shares, individually or jointly, for more than 180 consecutive days shall have the right to request the Audit Committee in writing to initiate litigation before the court; in the event of any loss caused to the Company as a result of violation of any laws, administrative regulations or these Articles of Association by the Audit Committee when performing its duties, the aforesaid shareholders may request the board of directors in writing to initiate litigation before the court.

In the event that the Audit Committee or the board of directors refuses to initiate litigation after receiving a written request of the shareholders as specified in the preceding paragraph, or fails to institute litigation within 30 days upon the receipt of the request, or if failure to institute litigation immediately may cause irreparable damage to the interest of the Company under urgent circumstances, the shareholders as mentioned in the preceding paragraph shall have the right to directly initiate litigation before the court in his name for the interest of the Company. In the event that some other persons infringe the legitimate rights and interests of the Company, thus causing losses to the Company, the shareholders prescribed in the first paragraph of this Article may bring legal action before a court in accordance with the provisions of the preceding two paragraphs.

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In the event of any loss caused to the Company as a result of violation of any laws, administrative regulations or these Articles of Association by directors and senior management of the whollyowned subsidiaries of the Company when performance their duties, or if others infringe on the legitimate rights and interests of the whollyowned subsidiaries of the Company and cause losses, shareholders who hold more than 1% of the Company’s shares, individually or jointly, for more than 180 consecutive days, may submit a written request to the audit committee, the Board of Directors and directors of such wholly-owned subsidiaries of the Company to initiate litigation to the court or directly initiate litigation to the court in their own names in accordance with the first three paragraphs of Article 189 of the Company Law. ~~Article 42~~ Holders of ordinary shares of the Article 41 Holders of ordinary shares of the Company shall have the following obligations: Company shall have the following obligations: (i) to comply with laws, administrative (i) to comply with laws, administrative regulations and these Articles of regulations and these Articles of Association; Association; (ii) to pay subscription monies according to the (ii) to pay subscription monies according to the amount of shares subscribed by them and amount of shares subscribed by them and the method of subscription; the method of subscription; (iii) not to ~~demand~~ the ~~return of~~ capital unless (iii) not to withdraw the capital unless under under situations otherwise specified under situations otherwise specified under laws laws and regulations; and regulations; ⋯⋯ ⋯⋯ ~~Article 43 Where any shareholder holding more than 5% of the shares with voting rights pledge his shares, he shall immediately inform the Company in writing on the date of such pledge of shares.~~

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~~Article 44~~ The controlling shareholders and de Article 42 The controlling shareholders and de facto controllers of the Company ~~shall not~~ facto controllers of the Company shall exercise ~~prejudice the Company’s interests by taking~~ their rights and perform their obligations in ~~advantage of their connections. They shall be~~ accordance with the laws, administrative ~~liable for compensation for losses caused to the~~ regulations, the provisions of the CSRC and the ~~Company as a result of their violation.~~ stock exchanges, and shall safeguard the interests ~~The controlling shareholders and de facto~~ of the list company. ~~controllers of the Company shall have an~~ The controlling shareholders and de facto ~~obligation of good faith towards the Company and~~ controllers of the Company shall comply with the ~~public shareholders and shall respect the~~ following provisions: ~~independence of the Company. The controlling~~ (i) to exercise shareholders’ rights lawfully, ~~shareholders shall exercise the rights of an~~ and shall not abuse controlling rights or take ~~investor in strict compliance with the law. They~~ advantage of connected relationships to ~~may not prejudice the legitimate rights and~~ harm the legitimate rights and interests of ~~interests of the Company and public shareholders~~ the Company or other shareholders; ~~by means of the distribution of profits,~~ (ii) to strictly fulfill all public statements and ~~restructuring of assets, foreign investment,~~ commitments made, and shall not arbitrarily ~~appropriation of funds, offering security for loans~~ modify or seek exemption therefrom; ~~and other means, and they may not prejudice the~~ (iii) to fulfill information disclosure obligations ~~interests of the Company and public shareholders~~ in strict accordance with the relevant ~~by taking advantage of their controlling position.~~ regulations, actively cooperate with the The controlling shareholders, de facto controllers Company in information disclosure, and and their related parties shall not interfere with promptly notify the Company of any normal decision-making procedure of the material events that have occurred or are Company in contravention of laws, administrative expected to occur; regulations, departmental rules, normative rules (iv) not to misappropriate the Company’s funds and Articles of Association. Any controlling in any form; shareholders intending to nominate candidates to (v) not to compel, instruct, or demand the be directors ~~and supervisors~~ shall in strict Company and its relevant personnel to compliance with conditions and procedures as provide illegal or noncompliant guarantees; required by laws, regulations and Articles of (vi) not to exploit undisclosed material Association. Any candidates for the directors ~~and~~ information of the Company for personal ~~supervisors~~ nominated by the controlling gain, disclose any undisclosed material shareholders shall be equipped with the relevant information relating to the Company in any professional knowledge and decision-making and manner, or engage in illegal and nonsupervision capacity. compliant activities such as insider trading, If there are any changes in control over the short-swing trading, or market Company, all parties concerned shall take manipulation; effective actions to maintain stable operation of (vii) not to impair the legitimate rights and the Company during the transition period. If any interests of the Company and other material issues arisen, the Company shall report shareholders through unfair related party to CSRC and its representative office and the transactions, profit distribution, asset stock exchange. reorganization, external investments and any other means;

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In addition to the obligations imposed by laws, (viii) to ensure the Company’s asset integrity, administrative regulations or required by the personnel independence, financial stock exchange on which shares in the Company independence, organizational independence, are listed, a controlling shareholder shall not and business independence, and shall not in exercise his voting rights in respect of the any way compromise the Company’s following matters in a manner prejudicial to the independence; interests of the shareholders generally or of some (ix) other requirements of laws, administrative of the shareholders: regulations, the CSRC, the stock exchanges (i) to relieve a Director ~~or Supervisor~~ of his and these Articles of Association. duty to act honestly in the best interests of Where a controlling shareholder or de facto the Company; controller of the Company does not serve as a (ii) to approve the expropriation by a Director director of the Company but de facto manages the ~~or Supervisor~~ (for his own benefit or for the Company’s affairs, the provisions of these benefit of another person), in any manner, of Articles of Association regarding directors’ duties the Company’s assets, including (without of fiduciary and diligence shall apply. If a limitation) opportunities beneficial to the controlling shareholder or de facto controller of Company; the Company instructs a director or a senior (iii) to approve the expropriation by a Director management to act in a manner detrimental to the ~~or Supervisor~~ (for his own benefit or for the Company or shareholders’ interests, such benefit of another person) of the individual shareholder or controller shall bear joint and rights of other shareholders, including several liability with such director or senior (without limitation) distribution rights and management.

• (ii) to approve the expropriation by a Director ~~or Supervisor~~ (for his own benefit or for the benefit of another person), in any manner, of the Company’s assets, including (without limitation) opportunities beneficial to the Company;

• (iii) to approve the expropriation by a Director ~~or Supervisor~~ (for his own benefit or for the benefit of another person) of the individual rights of other shareholders, including (without limitation) distribution rights and voting rights, but excluding the Company’s restructuring submitted to shareholders’ general meeting for approval in accordance with the Articles of Association.

The controlling shareholders, de facto controllers and their related parties shall not interfere with normal decision-making procedure of the Company in contravention of laws, administrative regulations, departmental rules, normative rules and Articles of Association. Any controlling shareholders intending to nominate candidates to be directors shall in strict compliance with conditions and procedures as required by laws, regulations and Articles of Association. Any candidates for the directors nominated by the controlling shareholders shall be equipped with the relevant professional knowledge and decisionmaking and supervision capacity. If there are any changes in control over the Company, all parties concerned shall take effective actions to maintain stable operation of the Company during the transition period. If any material issues arisen, the Company shall report to CSRC and its representative office and the stock exchange.

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		Where a controlling shareholder or de facto
		controller pledges the shares of the Company that
		he/she holds or actually controls, he/she shall
		maintain the stability of the control and
		production and operation of the Company.
		Where a controlling shareholder or de facto
		controller transfers the shares of the Company
		held by him/her, he/she shall comply with the
		restrictive provisions on the transfer of shares set
		out in the laws, administrative regulations, the
		provisions of the CSRC and the stock exchanges,
		as well as his/her undertakings in respect of the
		restriction on the transfer of shares.
		In addition to the obligations imposed by laws,
		administrative regulations or required by the
		stock exchange on which shares in the Company
		are listed, a controlling shareholder shall not
		exercise his voting rights in respect of the
		following matters in a manner prejudicial to the
		interests of the shareholders generally or of some
		of the shareholders:
		(i) to relieve a Director of his duty to act
		honestly in the best interests of the
		Company;
		(ii) to approve the expropriation by a Director
		(for his own benefit or for the benefit of
		another person), in any manner, of the
		Company’s assets, including (without
		limitation) opportunities beneficial to the
		Company;
		(iii) to approve the expropriation by a Director
		(for his own benefit or for the benefit of
		another person) of the individual rights of
		other shareholders, including (without
		limitation) distribution rights and voting
		rights, but excluding the Company’s
		restructuring submitted to shareholders’
		general meeting for approval in accordance
		with the Articles of Association.

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APPENDIX I

Chapter 6 Shareholders’ General Meetings

	~~Article 45~~ The shareholders’ general meetings shall be the Company’s organ of authority and	~~Article 45~~ The shareholders’ general meetings shall be the Company’s organ of authority and	Article 43 Comprised by all shareholders, the shareholders’ general meetings shall be the	Article 43 Comprised by all shareholders, the shareholders’ general meetings shall be the
	may	lawfully exercise the following duties and	Company’s organ of authority and may lawfully
	powers:		exercise the following duties and powers:
	~~(i)~~	~~to~~ ~~decide~~ ~~on~~ ~~the~~ ~~business~~ ~~policies~~ ~~and~~ ~~investment plans of the Company;~~	(i)	to elect and replace Directors who are not staff representatives and to decide on
	(ii)	to elect and replace Directors ~~who are not~~		matters relating to the remuneration of the
		~~staff~~ ~~representatives~~ and to decide on		Directors;
		matters relating to the remuneration of the	(ii)	to consider and approve the report of the
		Directors;		Board;
	~~(iii)~~	~~to elect and replace Supervisors who are not~~ ~~staff~~ ~~representatives~~ ~~and~~ ~~to~~ ~~decide~~ ~~on~~	(iii)	to consider and approve the Company’s profit distribution proposals and proposals
		~~matters~~ ~~relating~~ ~~to~~ ~~the~~ ~~remuneration~~ ~~of~~		for making up losses;
	(iv)	~~Supervisors;~~ to consider and approve the report of the	(iv)	to resolve on an increase or reduction of the registered capital of the Company;
		Board;	(v)	to resolve on matters such as the merger,
	~~(v)~~	~~to consider and approve the report of the~~		division, dissolution, liquidation or form
		~~supervisory committee;~~		change of the Company;
	~~(vi)~~	~~to consider and approve the Company’s~~ ~~annual financial budget and final accounts;~~	(vi)	to resolve on the issuance of debentures of the Company;
	~~(vii)~~	to consider and approve the Company’s profit distribution proposals and proposals	(vii)	to resolve on the appointment, termination or non-renewal of the appointment of
		for making up losses;		auditors of the Company for undertaking the
	~~(viii)~~	to resolve on an increase or reduction of the registered capital of the Company;	(viii)	Company’s audit services; to amend the Articles of Association;
	~~(ix)~~	to resolve on matters such as the merger, division, dissolution, liquidation or form	(ix)	to consider proposals from the board of directors, the Audit Committee and
		change of the Company;		shareholders who individually or
	~~(x)~~	to resolve on the issuance of debentures of the Company;		collectively hold 1% or more of the Company’s shares with voting rights;
	~~(xi)~~	to resolve on the appointment, termination or non-renewal of the appointment of	(x)	to consider and approve matters relating to guarantee as provided in Article 44;
		auditors of the Company;	(xi)	to consider the purchase or sale of material
	~~(xii)~~	to amend the Articles of Association;		assets within one year which exceeds 30%
	~~(xiii)~~	to consider proposals from shareholders		of the audited total assets of the period most
		who individually or collectively hold ~~3% ~~or		recently audited;
		more of the Company’s shares with voting	(xii)	to consider and approve the change of use of
		rights;		proceeds;
	~~(xiv)~~	to consider and approve matters relating to guarantee as provided in Article 46;	(xiii)	to consider the share option scheme and employee stock ownership plan;
	~~(xv)~~	to consider the purchase or sale of material
		assets within one year which exceeds 30%
		of the audited total assets of the period most
		recently audited;

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• ~~(xvi)~~ to consider and approve the change of use (xiv) other matters which are to be decided by the of proceeds; shareholders’ general meetings according to

• ~~(xvii)~~ to consider the share option scheme and the laws, administrative regulations, rules of employee stock ownership plan; regulatory authorities, the Articles of

• ~~(xviii)~~ other matters which are to be decided by the Association and the listing rules of the place shareholders’ general meetings according to where the Company is listed. the laws, administrative regulations, rules of The shareholders’ general meeting may authorise regulatory authorities, the Articles of the board of directors to resolve on issuance of Association and the listing rules of the place debentures. Unless otherwise specified in laws, where the Company is listed. administrative regulations, regulations of the

• The abovementioned powers of the shareholders’ CSRC and rules of the stock exchange, the general meeting may not be exercised by the abovementioned powers of the shareholders’ board of directors or other bodies and individuals general meeting may not be exercised by the on its behalf by delegation. board of directors or other bodies and individuals on its behalf by delegation.

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• ~~Article 46~~ The following external guarantees of Article 44 The following external guarantees of the Company must be considered and approved by the Company must be considered and approved by the shareholders’ general meeting: the shareholders’ general meeting:

• (i) any guarantee given by the Company and its (i) any guarantee given by the Company and its controlling subsidiaries, the total amount of controlling subsidiaries, the total amount of which exceeds 50% of its latest audited net which exceeds 50% of its latest audited net assets; assets;

• (ii) any guarantee given by the Company, the (ii) any guarantee given by the Company, the total amount of which exceeds 30% of its total amount of which exceeds 30% of its latest audited total assets; latest audited total assets;

• (iii) any guarantee given by the Company, the (iii) any guarantee given by the Company to amount of which within one year exceeds other parties, the amount of which within 30% of its latest audited total assets; one year exceeds 30% of its latest audited

• (iv) guarantees provided to any guaranteed party total assets; whose gearing ratio exceeds 70%; (iv) guarantees provided to any guaranteed party

• (v) guarantees of which a single guarantee whose gearing ratio exceeds 70%; amount exceeds 10% of its latest audited net (v) guarantees of which a single guarantee assets; amount exceeds 10% of its latest audited net

• guarantees provided to any guaranteed party whose gearing ratio exceeds 70%; guarantees of which a single guarantee amount exceeds 10% of its latest audited net assets;

• (vi) guarantees provided to the shareholders, actual controlling person and their related (vi) parties;

• (vii) other guarantees that shall be considered at a shareholders’ general meeting as required (vii) by the regulators or the stock exchange of the place of listing of the Company’s shares.

• guarantees provided to the shareholders, actual controlling person and their related parties;

(vii) other guarantees that shall be considered at a shareholders’ general meeting as required by the regulators or the stock exchange of the place of listing of the Company’s shares. The directors, senior management or other relevant personnel of the Company shall be held responsible for any loss caused to the Company by their breach of required approvals procedures or signing of contracts for external guarantees without authorization or neglect of duties.

~~Article 47~~ The Company shall not, without the Article 45 The Company shall not, without the prior approval of shareholders in general meeting, prior approval of shareholders in general meeting, enter into any contract with any person other than enter into any contract with any person other than a Director, ~~Supervisor, president or other~~ senior a Director, senior officers whereby the officers whereby the management of the whole or management of the whole or any substantial part any substantial part of the business of the of the business of the Company is to be handed Company is to be handed over to such person. over to such person.

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~~Article 48~~ Shareholders’ general meetings are Article 46 Shareholders’ general meetings are divided into annual general meetings (i.e. annual divided into annual general meetings (i.e. annual general meeting, similarly hereinafter) and general meeting, similarly hereinafter) and extraordinary general meetings. Shareholders’ extraordinary general meetings. Shareholders’ general meetings shall be convened by the Board. general meetings shall be convened by the Board. Shareholders’ general meetings are required to be Shareholders’ general meetings are required to be held once every year within six months after the held once every year within six months after the end of the previous accounting year. end of the previous accounting year. In any of the following circumstances, the Board In any of the following circumstances, the Board shall convene an extraordinary general meeting shall convene an extraordinary general meeting within two months from the date thereof: within two months from the date thereof:

• (i) when the number of Directors is less than (i) when the number of Directors is less than the number of directors required by the the number of directors required by the Company Law or two-thirds of the number Company Law or two-thirds of the number of directors specified in the Articles of of directors specified in the Articles of Association; Association;

• (ii) when the unrecovered losses of the (ii) when the unrecovered losses of the Company amount to one third of the total Company amount to one third of the total amount of its share capital; amount of its share capital;

• (iii) the shareholders individually or jointly (iii) the shareholders individually or jointly holding more than ten percent ~~(inclusive)~~ holding more than ten percent of total voting of total voting shares issued of the Company shares issued of the Company make a make a written request of convening an written request of convening an extraordinary general meeting in writing; extraordinary general meeting in writing;

• (iv) when deemed necessary by the Board or as (iv) when deemed necessary by the Board or as requested by the ~~supervisory committee~~ ; requested by the Audit Committee;

• (v) more than half of the independent directors, (v) more than half of the independent directors, which shall not be less than two, propose the which shall not be less than two, propose the convening of such meeting. convening of such meeting.

• (vi) other cases as required by laws, (vi) other cases as required by laws, administrative regulations, rules of administrative regulations, rules of regulatory authorities, listing rules where regulatory authorities, listing rules where the Company is listed or the Company is listed or these Articles of these Articles of Association. Association.

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~~Article 49~~ A shareholders’ general meeting of Article 47 A shareholders’ general meeting of the Company shall be convened at the domicile of the Company shall be convened at the domicile of the Company or other specific locations notified the Company or other specific locations notified by the convener of the shareholders’ general by the convener of the shareholders’ general meeting. A venue shall be available for a meeting. A venue shall be available for a shareholders’ general meeting which shall be held shareholders’ general meeting which shall be held as an on-site meeting. The Company shall also as an on-site meeting. The Company shall also provide a network or ~~otherwise~~ to facilitate the provide a network or other means of electronic attendance of shareholders at the shareholders’ communications to facilitate the attendance of general meeting. ~~Shareholders attending a~~ shareholders at the shareholders’ general meeting ~~shareholders’ general meeting in the above~~ (including presence, speaking and voting). ~~methods shall be deemed to have been present~~ After issuance of the notice of shareholders’ ~~that meeting.~~ general meeting, the physical meeting venue shall not be altered without proper reasons. Where change is absolutely necessary, the convenor shall publicly announce such change and provide reasons at least two working days prior to the scheduled meeting date. ~~Article 50~~ When the Company holds a Article 48 When the Company holds a shareholders’ general meeting, a lawyer shall be shareholders’ general meeting, a lawyer shall be engaged to present a legal opinion on the engaged to present a legal opinion on the following matters and make an announcement: following matters and make an announcement: (i) whether or not the procedures for convening (i) whether or not the procedures for convening and holding the meeting are in compliance and holding the meeting are in compliance with laws, administrative regulations and with laws, administrative regulations and these Articles of Association; requirements of these Articles of (ii) whether or not the qualifications of the Association; attendees present at the meeting, and of the (ii) whether or not the qualifications of the convenor are lawful and valid; attendees present at the meeting, and of the (iii) whether or not the voting procedures at the convenor are lawful and valid; meeting and the voting results are lawful (iii) whether or not the voting procedures at the and valid; meeting and the voting results are lawful (iv) other legal opinions to be presented on other and valid; relevant matters at the request of the (iv) other legal opinions to be presented on other Company. relevant matters at the request of the Company.

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~~Article 51~~ Independent directors shall have the Article 49 The Board of Directors shall convene right to propose to the Board of Directors the a shareholders’ general meeting within the convening of an extraordinary general meeting. prescribed timeframe. With the consent of a With respect to this proposal, the Board of simple majority, independent directors shall have Directors shall, in accordance with laws, the right to propose to the Board of Directors the administrative regulations and these Articles of convening of an extraordinary general meeting. Association, bring forward a feedback opinion in With respect to this proposal, the Board of writing, within ten days of receiving the proposal, Directors shall, in accordance with laws, on agreeing or disagreeing with convening the administrative regulations and these Articles of extraordinary general meeting. Association, bring forward a feedback opinion in In the event that the Board of Directors agrees to writing, within ten days of receiving the proposal, convene the extraordinary general meeting, it on agreeing or disagreeing with convening the shall issue a notice of convening a shareholders’ extraordinary general meeting. general meeting within five days of making a In the event that the Board of Directors agrees to resolution. In the event that the Board of convene the extraordinary general meeting, it Directors does not agree to convene the shall issue a notice of convening a shareholders’ extraordinary general meeting, it shall explain the general meeting within five days of making a reasons and make an announcement. resolution. In the event that the Board of Directors does not agree to convene the extraordinary general meeting, it shall explain the reasons and make an announcement.

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~~Article 52~~ The ~~Supervisory Committee shall~~ Article 50 When the Audit Committee proposes ~~have the right to~~ propose to the Board of to the Board of Directors the convening of an Directors the convening of an extraordinary extraordinary general meeting, it shall do so in general meeting ~~and~~ shall do so in writing. The writing. The Board of Directors shall, in Board of Directors shall, in accordance with laws, accordance with laws, administrative regulations administrative regulations and these Articles of and these Articles of Association, bring forward a Association, bring forward a feedback opinion in feedback opinion in writing, within ten days of writing, within ten days of receiving the proposal, receiving the proposal, on agreeing or disagreeing on agreeing or disagreeing with convening the with convening the extraordinary general extraordinary general meeting. meeting. In the event that the Board of Directors agrees to In the event that the Board of Directors agrees to convene the extraordinary general meeting, it convene the extraordinary general meeting, it shall issue a notice of convening a shareholders’ shall issue a notice of convening a shareholders’ general meeting within five days of making a general meeting within five days of making a resolution. Any changes in the original proposal resolution. Any changes in the original proposal in the notice shall be approved by the ~~Supervisory~~ in the notice shall be approved by the Audit ~~Committee~~ . Committee. In the event that the Board of Directors does not In the event that the Board of Directors does not agree to convene the extraordinary general agree to convene the extraordinary general meeting or does not make any feedback within ten meeting or does not make any feedback within ten days of receiving the proposal, the Board of days of receiving the proposal, the Board of Directors shall be deemed as being unable to or as Directors shall be deemed as being unable to or as being not to perform the duty of convening the being not to perform the duty of convening the shareholders’ general meeting. The ~~Supervisory~~ shareholders’ general meeting. The Audit ~~Committee~~ may convene and preside over a Committee may convene and preside over a meeting on their own. meeting on their own.

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~~Article 53~~ Shareholders individually or jointly holding more than ten percent of voting shares of the Company shall have the right to request the Board of Director for convening an extraordinary general meeting, and shall do so in writing. The Board of Directors shall, in accordance with laws, administrative regulations and these Articles of Association, bring forward a feedback opinion in writing, within ten days of receiving the request, on agreeing or disagreeing with convening the extraordinary general meeting.

In the event that the Board of Directors agrees to convene the extraordinary general meeting, it shall issue a notice of convening a shareholders’ general meeting within five days of making a resolution. Any changes in the original request in the notice shall be approved by the relevant shareholders.

In the event that the Board of Directors does not agree to convene the extraordinary general meeting or does not make any feedback within ten days of receiving the request, shareholders individually or jointly holding more than ten percent of voting shares of the Company shall have the right to propose to the ~~Supervisory Committee~~ the convening of an extraordinary general meeting, and shall do so in writing. In the event that the ~~Supervisory Committee~~ agrees to convene the extraordinary general meeting, it shall issue a notice of convening a shareholders’ general meeting within five days of receiving the request. Any changes in the original proposal in the notice shall be approved by the relevant shareholders.

In the event that the ~~Supervisory Committee~~ does not issue a notice of extraordinary general meeting within the prescribed time limit, it shall be deemed as being not to convene and preside over the meeting. Shareholders who individually or jointly have been holding more than ten percent of voting shares of the Company for consecutive ninety days may convene and preside over a meeting on their own.

Article 51 Shareholders individually or jointly holding more than ten percent of voting shares of the Company shall have the right to request the Board of Director for convening an extraordinary general meeting, and shall do so in writing. The Board of Directors shall, in accordance with laws, administrative regulations and these Articles of Association, bring forward a feedback opinion in writing, within ten days of receiving the request, on agreeing or disagreeing with convening the extraordinary general meeting.

In the event that the Board of Directors agrees to convene the extraordinary general meeting, it shall issue a notice of convening a shareholders’ general meeting within five days of making a resolution. Any changes in the original request in the notice shall be approved by the relevant shareholders.

In the event that the Board of Directors does not agree to convene the extraordinary general meeting or does not make any feedback within ten days of receiving the request, shareholders individually or jointly holding more than ten percent of voting shares of the Company shall have the right to propose to the Audit Committee the convening of an extraordinary general meeting, and shall do so in writing.

In the event that the Audit Committee agrees to convene the extraordinary general meeting, it shall issue a notice of convening a shareholders’ general meeting within five days of receiving the request. Any changes in the original proposal in the notice shall be approved by the relevant shareholders.

In the event that the Audit Committee does not issue a notice of extraordinary general meeting within the prescribed time limit, it shall be deemed as being not to convene and preside over the meeting. Shareholders who individually or jointly have been holding more than ten percent of voting shares of the Company for consecutive ninety days may convene and preside over a meeting on their own.

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	~~Article 54~~ In the event that the ~~Supervisory~~ ~~Committee ~~or shareholders decide(s) to convene a	Article 52 In the event that theAudit Committee or shareholders decide(s) to convene a
	shareholders’ general meeting on its/their own, it	shareholders’ general meeting on its/their own, it
	or they shall notify the Board of Directors in	or they shall notify the Board of Directors in
	writing and report the same to the stock exchange	writing and report the same to the stock exchange
	for record.	for record.
	Before making an announcement on a resolution	The Audit Committee or the convening
	made at the shareholders’ general meeting, the	shareholders shall submit relevant evidence to the
	percentage of voting shares held by the convening	stock exchange when giving a notice of
	shareholders may not be less than ten percent.	shareholders’ general meeting and making an
	~~The Supervisory Committee or the convening~~ ~~shareholders shall submit relevant evidence to the~~ ~~stock~~ ~~exchange~~ ~~when~~ ~~giving~~ ~~a~~ ~~notice~~ ~~of~~	announcement on the resolutions made at such meeting. Before making an announcement on a resolution made at the shareholders’ general
	~~shareholders’ general meeting and making an~~	meeting, the percentage of voting shares held by
	~~announcement on the resolutions made at such~~	the convening shareholders may not be less than
	~~meeting.~~	ten percent.
	~~Article 55~~ For a shareholders’ general meeting convened by the ~~Supervisory~~ ~~Committee~~ or shareholders at its or their own discretion, the	Article 53 For a shareholders’ general meeting convened by theAudit Committee or shareholders at its or their own discretion, the Board of
	Board of Directors and the secretary of the Board	Directors and the secretary of the Board of
	of Directors shall cooperate accordingly. The	Directors shall cooperate accordingly. The Board
	Board of Directors shall provide the register of	of Directors shall provide the register of
	shareholders as at the record date, failing which	shareholders as at the record date, failing which
	the convenor may, with the ~~relevant notice or~~ announcement on convening such shareholders’	the convenor may, with the relevant announcement containing the notice on convening
	general meeting. The register obtained by the	such shareholders’ general meeting, apply to the
	convenor may not be used for purposes other than	securities registration and clearing institution for
	convening the shareholders’ general meeting~~,~~ ~~apply to the securities registration and clearing~~	obtaining the register. The register obtained by the convenor may not be used for purposes other
	~~institution or agency for obtaining the register.~~	than convening the shareholders’ general
		meeting.
	~~Article 56~~ The Company shall bear the expenses necessary for a shareholders’ general meeting	Article 54 The Company shall bear the expenses necessary for a shareholders’ general meeting
	convened by the ~~Supervisory Committee ~~or the shareholders on its or their own.	convened by the Audit Committee or the shareholders on its or their own.

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~~Article 58~~ When the Company holds the general meeting, the Board of Directors, the ~~Supervisory Committee~~ and shareholders who individually or jointly hold more than ~~3%~~ of the voting shares of the Company are qualified to make proposals to the Company.

Shareholders individually or jointly holding more than ~~three percent~~ of voting shares of the Company may bring forward provisional proposals and submit the same in writing to the convenor ten days prior to the shareholders’ general meeting. The convenor shall issue a supplementary notice of shareholders’ general meeting within two days of receiving the proposals to publish particulars of the provisional proposals.

Unless otherwise provided in the preceding paragraph, the convenor may not amend the proposals set out in the notice of shareholders’ general meeting, or add new proposals after issuing an announcement on the notice of shareholders’ general meeting. No voting may take place and no resolutions may be made at the shareholders’ general meeting on proposals which are not set out in the notice of shareholders’ general meeting or do not meet the requirements of ~~Article 57 hereof~~ .

Article 56 When the Company holds the general meeting, the Board of Directors, the Audit Committee and shareholders who individually or jointly hold more than 1% of the voting shares of the Company are qualified to make proposals to the Company.

Shareholders individually or jointly holding more than 1% of voting shares of the Company may bring forward provisional proposals and submit the same in writing to the convenor ten days prior to the shareholders’ general meeting. The convenor shall issue a supplementary notice of shareholders’ general meeting within two days of receiving the proposals to publish particulars of the provisional proposals, and submit the provisional proposals to the shareholders’ general meeting for consideration, unless the provisional proposals violate laws, administrative regulations or these Articles of Association, or do not fall within the scope of power of the shareholders’ general meeting.

Unless otherwise provided in the preceding paragraph, the convenor may not amend the proposals set out in the notice of shareholders’ general meeting, or add new proposals after issuing an announcement on the notice of shareholders’ general meeting.

No voting may take place and no resolutions may be made at the shareholders’ general meeting on proposals which are not set out in the notice of shareholders’ general meeting or do not meet the requirements of the Articles of Association.

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~~Article 59~~ When the Company convenes a Article 57 When the Company convenes a shareholders’ annual general meeting, written shareholders’ annual general meeting, written notice of the meeting shall be given 20 days notice of the meeting, in the form of before the date of the meeting; when the announcement, shall be given 20 days before the Company convenes an extraordinary general date of the meeting; when the Company convenes meeting, written notice of the meeting shall be an extraordinary general meeting, written notice given 15 days before the date of the meeting. of the meeting, in the form of announcement, Such notice shall notify all of the shareholders in shall be given 15 days before the date of the the shareholders’ register of the matters to be meeting. Such notice shall notify all of the considered at the meeting and the date and the shareholders in the shareholders’ register of the place of the meeting. ~~A shareholder who intends~~ matters to be considered at the meeting and the ~~to attend the meeting shall deliver his written~~ date and the place of the meeting. ~~reply concerning the attendance of the meeting to~~ In calculating the notice period, the date of ~~the Company within the time limits specified in~~ meeting shall be excluded. ~~the notice.~~ In calculating the notice period, the ~~date of issue of notice and~~ date of meeting shall be excluded.

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~~Article 60~~ A notice for a shareholders’ meeting Article 58 A notice for a shareholders’ meeting shall comply with the following requirements: shall comply with the following requirements: (i) be in writing; (i) be in writing; (ii) specifying the place, the time and the (ii) specifying the place, the time and the duration of the meeting; duration of the meeting; (iii) stating the matters and proposals to be (iii) stating the matters and proposals to be discussed at the meeting; discussed at the meeting; (iv) containing conspicuously a statement that (iv) containing conspicuously a statement that all shareholders are entitled to attend the all shareholders are entitled to attend the general meeting. The shareholder entitled to general meeting. The shareholder entitled to attend and vote is entitled to appoint one or attend and vote is entitled to appoint one or more proxies to attend and vote on behalf of more proxies to attend and vote on behalf of him and that a proxy need not be a him and that a proxy need not be a shareholder; and shareholder; and (v) specifying the time and place for lodging (v) specifying the time and place for lodging proxy forms for the relevant meeting. proxy forms for the relevant meeting. (vi) containing the record date on which (vi) containing the record date on which shareholders have the right to attend the shareholders have the right to attend the shareholders’ general meeting; shareholders’ general meeting; (vii) containing the names and telephone (vii) containing the names and telephone numbers of permanent contact persons for numbers of permanent contact persons for the affairs of the meeting; the affairs of the meeting; (viii) the voting time and voting procedures (viii) the voting time and voting procedures through the network or by other means. through the network or by other means. The notice and supplementary notice of the The notice and supplementary notice of the general meeting shall fully and completely cover general meeting shall fully and completely cover all the details of the proposals to be disclosed at all the details of the proposals to be disclosed at the meeting. the meeting. ~~In the event that independent directors are~~ Voting at the shareholders’ general meeting on the ~~required to express their opinions on the matters~~ network or otherwise shall commence not earlier ~~to be discussed, a notice of shareholders’ general~~ than 3:00 pm on the day prior to an on-site ~~meeting or a supplementary notice shall, when~~ shareholders’ general meeting, and not later than ~~given, also disclose the opinions and reasons of~~ 9:30 am on the day of the on-site shareholders’ ~~the independent directors.~~ general meeting, and shall finish not earlier than Voting at the shareholders’ general meeting on the 3:00 pm on the day of closing the on-site network or otherwise shall commence not earlier shareholders’ general meeting. than 3:00 pm on the day prior to an on-site The interval between the record date and the date shareholders’ general meeting, and not later than of the meeting shall not be more than 7 working 9:30 am on the day of the on-site shareholders’ days. No changes shall be made once the record general meeting, and shall finish not earlier than date is confirmed. 3:00 pm on the day of closing the on-site shareholders’ general meeting.

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~~Article 62~~ In the event that the election of Article 60 In the event that the election of directors ~~and supervisors~~ is to be discussed at a directors is to be discussed at a shareholders’ shareholders’ general meetings, the notice of general meetings, the notice of shareholders’ shareholders’ general meetings shall fully general meetings shall fully disclose details of disclose details of candidates for the directors ~~and~~ candidates for the directors, and shall at least ~~supervisors~~ , and shall at least include the include the following particulars: following particulars: (i) their educational background, work (i) their educational background, work experience, part-time jobs and other experience, part-time jobs and other personal details; personal details; (ii) whether or not they have any connections (ii) whether or not they have any connections with the Company or the Company’s with the Company or the Company’s controlling shareholders and de facto controlling shareholders and de facto controllers; controllers; (iii) the number of shares of the Company they (iii) the ~~disclosed~~ number of shares of the hold; Company they hold; (iv) whether or not they have penalized by the (iv) whether or not they have penalized by the CSRC and other relevant departments, and CSRC and other relevant departments, and disciplined by the stock exchange. disciplined by the stock exchange. In addition to adopting the cumulative voting In addition to adopting the cumulative voting system to elect directors, a single proposal on system to elect directors ~~and supervisors~~ , a single each of the candidates for directors shall be proposal on each of the candidates for directors submitted. ~~and supervisors~~ shall be submitted.

~~Article 66~~ In the event that an individual Article 64 In the event that an individual shareholder attends a shareholders’ general shareholder attends a shareholders’ general meeting, he shall produce his own identity card or meeting, he shall produce his own identity card or other valid documents or proof capable of other valid documents or proof capable of identifying himself ~~, and the stock account card~~ ; in identifying himself; in the event that a proxy the event that a proxy ~~is appointed to~~ attend the attends the meeting for someone else, he shall meeting for someone else, he shall produce his produce his own valid identity documents and the own valid identity documents and the power of power of attorney from the shareholder. attorney from the shareholder. For a corporate shareholder, his legal For a corporate shareholder, his legal representative or the proxy appointed by such representative or the proxy appointed by such legal representative shall attend the meeting. In legal representative shall attend the meeting. In the event that the legal representative attends the the event that the legal representative attends the meeting, he shall produce his own identity card or meeting, he shall produce his own identity card or valid proof capable of proving that he has the valid proof capable of proving that he has the status of a legal representative; in the event that status of a legal representative; in the event that the proxy attends the meeting, he shall produce the ~~appointed~~ proxy attends the meeting, he shall his own identity card and the written power of produce his own identity card and the written attorney issued by the legal representative of the power of attorney issued by the legal corporate shareholder according to law. representative of the corporate shareholder according to law.

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	~~Article 68~~ A shareholder should appoint a proxy in writing under the hand of the appointer or his	Article 66 A shareholder should appoint a proxy in writing under the hand of the appointer or his
	attorney duly authorize in writing, the appointer	attorney duly authorize in writing, the appointer
	is a legal person, either under seal of the legal	is a legal person, either under seal of the legal
	person or under the hand of a director or a senior	person or under the hand of a director or a senior
	officer or a duly authorized attorney. The power	officer or a duly authorized attorney. The power
	of attorney issued by a shareholder to appoint	of attorney issued by a shareholder to appoint
	another party to attend a shareholders’ general	another party to attend a shareholders’ general
	meeting shall contain the following particular:	meeting shall contain the following particular:
	(i) the name of the principal ~~and ~~the name of his proxy;	(i) the name of the principal, the class and number of shares held, the name of his
	~~(ii)~~ ~~whether the proxy has the right to vote;~~	proxy;
	~~(iii)~~ the instructions to vote in favour of or against, or to abstain from voting on, each	(ii) specific instructions of the shareholder, including the instructions to vote in favour
	matter set out on the agenda of the	of or against, or to abstain from voting on,
	shareholders’ general meeting;	each matter set out on the agenda of the
	~~(iv)~~ the date and validity of the power of	shareholders’ general meeting;
	attorney;	(iii) the date and validity of the power of
	~~(v)~~ the signature (or seal) of the principal. In	attorney;
	case the principal is a corporate shareholder,	(iv) the signature (or seal) of the principal. In
	it shall be affixed with the seal of the legal	case the principal is a corporate shareholder,
	entity.	it shall be affixed with the seal of the legal
		entity.
		(v) the class and number of shares of the
		Company held by the principal that the
		proxy represents;
		(vi) if there are more than one proxies, the
		number of shares represented by each of the
		proxies appointed by a shareholder.
	~~Article 70 A form for appointing a proxy shall~~
	~~contain a statement that in default of instructions,~~
	~~whether the proxy may vote as he thinks fit.~~
	~~Article~~ ~~73~~ ~~During~~ ~~a~~ ~~shareholders’~~ ~~general~~ ~~meeting, all the directors and supervisors of the~~ ~~Company and secretary of the Board of Directors~~ ~~shall attend the meeting. The president and other~~ ~~senior officers shall sit in on the meeting.~~	Article 70 Where directors and senior management are required to be present at shareholders’ general meeting, such directors and senior management shall be present at the meeting and answer the queries from shareholders.

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~~Article 74~~ A shareholders’ general meeting Article 71 A shareholders’ general meeting shall be convened and chaired by the chairman of shall be convened and chaired by the chairman of the Board of Directors, in the event that the the Board of Directors, in the event that the general meeting is convened by the Board of general meeting is convened by the Board of Directors. In case that the chairman is unable to Directors. In case that the chairman is unable to or fails to perform his duties, the vice-chairman or fails to perform his duties, the vice-chairman shall convene and chair the meeting. In the event shall convene and chair the meeting. In the event that both of the chairman and the vice-chairman that both of the chairman and the vice-chairman are unable to or fail to perform their duties, a are unable to or fail to perform their duties, a director of the Company jointly elected by more director of the Company jointly elected by more than half of the Directors shall convene and chair than half of the Directors shall convene and chair the meeting on his behalf. the meeting on his behalf.

A shareholders’ general meeting convened by the ~~Supervisory Committee~~ on its own shall be chaired by ~~the chairman of the Supervisory Committee~~ . In the event that the ~~chairman~~ is unable to or fails to perform his duties, a ~~supervisor~~ jointly elected by more than half of the ~~supervisors~~ shall chair the meeting.

A shareholders’ general meeting convened by shareholders on their own shall be chaired by a representative elected by the convenor.

During a shareholders’ general meeting, in the event that the chairman of the meeting violates the rules of procedure so that the shareholders’ general meeting cannot proceed, a person may be elected as the chairman of the meeting thereat to proceed with the meeting with the consent of the shareholders with a majority of the voting rights present at the meeting. If for any reason the shareholders cannot elect a chairman of the meeting, the shareholder (including proxy) with the largest number of the voting shares present at the meeting shall chair the meeting.

A shareholders’ general meeting convened by the Audit Committee on its own shall be chaired by the convenor of the Audit Committee. In the event that the convenor of the Audit Committee is unable to or fails to perform his duties, a member of the Audit Committee jointly elected by more than half of the members thereof shall chair the meeting.

A shareholders’ general meeting convened by shareholders on their own shall be chaired by the convenor or a representative elected by the convenor.

During a shareholders’ general meeting, in the event that the chairman of the meeting violates the rules of procedure so that the shareholders’ general meeting cannot proceed, a person may be elected as the chairman of the meeting thereat to proceed with the meeting with the consent of the shareholders with a majority of the voting rights present at the meeting. If for any reason the shareholders cannot elect a chairman of the meeting, the shareholder (including proxy) with the largest number of the voting shares present at the meeting shall chair the meeting.

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	~~Article 75~~ The Company shall establish rules of procedure for general meeting to govern in detail	~~Article 75~~ The Company shall establish rules of procedure for general meeting to govern in detail	Article 72 The Company shall establish rules of procedure for general meeting to govern in detail	Article 72 The Company shall establish rules of procedure for general meeting to govern in detail
	various particulars of the procedures for		various particulars of the procedures for
	convening a shareholders’ general meeting and		convening and holding a shareholders’ general
	voting thereat, such as notice, registration, review		meeting and voting thereat, such as notice,
	of proposals, voting, counting of votes,		registration, review of proposals, voting, counting
	announcement of voting results, formation	of	of votes, announcement of voting results,
	resolutions, meeting minutes and the signing		formation of resolutions, meeting minutes and the
	thereof and the announcement thereon, as well	as	signing thereof and the announcement thereon,	as
	the principles of authorizing the Board	of	well as the principles of authorizing the Board	of
	Directors by a shareholders’ general meeting. The		Directors by a shareholders’ general meeting,
	rules of procedure for general meeting shall form		with clear statement of authorisation details. The
	an annex hereto and be prepared by the Board	of	rules of procedure for general meeting shall form
	Directors and approved at a shareholders’ general		an annex hereto and be prepared by the Board	of
	meeting.		Directors and approved at a shareholders’ general
			meeting.
	~~Article 76~~ In an annual general meeting, the Board of Directors ~~and~~ ~~the~~ ~~Supervisory~~		Article 73 In an annual general meeting, the Board of Directors shall report to the meeting on
	~~Committee ~~shall report to the meeting on their		their work over the past one year. Each of the
	work over the past one year. Each of the		independent directors shall also make their
	independent directors shall also make their		personal work reports.
	personal work reports.
	~~Article~~ ~~77~~ Directors~~,~~ ~~supervisors~~ and senior officers shall explain and illustrate the questions		Article 74 Directors and senior officers shall explain and illustrate the questions and
	and suggestions made by shareholders at	a	suggestions made by shareholders at	a
	shareholders’ general meeting, except for national		shareholders’ general meeting, except for national
	secrets or trade secrets of the Company that		secrets or trade secrets of the Company that
	cannot be disclosed at a shareholders’ general		cannot be disclosed at a shareholders’ general
	meeting.		meeting.

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~~Article 79~~ Minutes shall be prepared for a Article 76 Minutes shall be prepared for a shareholders’ general meeting by the Secretary of shareholders’ general meeting by the Secretary of the Board of Directors. The minutes of a meeting the Board of Directors. The minutes of a meeting shall record the following particulars: shall record the following particulars: (i) the time, place, agenda and name of the (i) the time, place, agenda and name of the convenor of the meeting; convenor of the meeting; (ii) the names of the chairman of the meeting (ii) the names of the chairman of the meeting and the directors ~~, supervisors, president~~ and and the directors and senior officers sitting ~~other~~ senior officers ~~attending or~~ sitting in in on the meeting; on the meeting; (iii) the number of domestic shareholders (iii) the number of domestic shareholders (including proxies) and shareholders of (including proxies) and shareholders of overseas-listed foreign shares (including overseas-listed foreign shares (including proxies) attending the shareholders’ general proxies) attending the shareholders’ general meetings, the total number of voting shares meetings, the total number of voting shares held by them and their respective held by them and their respective percentages of total number of shares of the percentages of total number of shares of the Company;

• (i) the time, place, agenda and name of the convenor of the meeting;

• (ii) the names of the chairman of the meeting and the directors ~~, supervisors, president~~ and ~~other~~ senior officers ~~attending or~~ sitting in on the meeting;

• (iii) the number of domestic shareholders (including proxies) and shareholders of overseas-listed foreign shares (including proxies) attending the shareholders’ general meetings, the total number of voting shares held by them and their respective percentages of total number of shares of the Company;

• ⋯⋯

⋯⋯

~~Article 80~~ A convenor shall ensure that the Article 77 A convenor shall ensure that the particulars of meeting minutes are true, accurate particulars of meeting minutes are true, accurate and complete. Directors, ~~supervisors,~~ secretary of and complete. Directors, secretary of the Board of the Board of Directors, convenor or his Directors, convenor or his representative and the representative and the chairman of the meeting chairman of the meeting who attended or sit in on who attended the meeting shall sign the minutes the meeting shall sign the minutes of the meeting. of the meeting. The minutes of the meeting shall The minutes of the meeting shall be kept together be kept together with the valid data on the with the valid data on the signature book of signature book of shareholders physically present shareholders physically present at the meeting, at the meeting, powers of attorney of proxies powers of attorney of proxies present, details of present, details of voting on the network and other voting on the network and other voting methods voting methods shall be kept permanently. shall be kept permanently.

~~Article 82~~ Resolutions of shareholders’ general Article 79 Resolutions of shareholders’ general meetings shall be divided into ordinary meetings shall be divided into ordinary resolutions and special resolutions. resolutions and special resolutions. To adopt an ordinary resolution, votes To adopt an ordinary resolution, votes representing a majority of the voting rights representing a majority of the voting rights represented by the shareholders ~~(including~~ represented by the shareholders present at the ~~proxies)~~ present at the meeting in favour of the meeting in favour of the resolution are required. resolution are required. To adopt a special resolution, votes representing To adopt a special resolution, votes representing more than two-thirds of the voting rights more than two-thirds of the voting rights represented by the shareholders present at the represented by the shareholders ~~(including~~ meeting in favour of the resolution are required. ~~proxies)~~ present at the meeting in favour of the resolution are required.

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~~Article 83~~ A shareholder ~~(including proxy)~~ Article 80 A shareholder when voting at a when voting at a shareholders’ general meeting shareholders’ general meeting may exercise his may exercise his voting rights in accordance with voting rights in accordance with the number of the number of voting shares and each share shall voting shares and each share shall have one vote. have one vote. Where material issues affecting the interests of Where material issues affecting the interests of small and medium investors are being considered small and medium investors are being considered in the shareholders’ general meeting, the votes by in the shareholders’ general meeting, the votes by small and medium investors shall be counted small and medium investors shall be counted separately. The separate counting results shall be separately. The separate counting results shall be publicly disclosed.

Where material issues affecting the interests of small and medium investors are being considered in the shareholders’ general meeting, the votes by small and medium investors shall be counted separately. The separate counting results shall be publicly disclosed.

publicly disclosed. The shares of the Company held by the Company The shares of the Company held by the Company shall not have voting rights, and these shares shall shall not have voting rights, and these shares shall not be included in the total number of voting not be included in the total number of voting shares at a shareholders’ general meeting. shares at a shareholders’ general meeting. Shareholders who purchase the voting shares of Shareholders who purchase the voting shares of the Company in violation of Clause 1 and Clause the Company in violation of Clause 1 and Clause 2 of Article 63 of the Securities Law shall not 2 of Article 63 of the Securities Law shall not exercise the voting right of the shares that exceed exercise the voting right of the shares that exceed the prescribed ratio within 36 months after the prescribed ratio within 36 months after purchasing them, and such number shall not be purchasing them, and such number shall not be counted in the total number of voting shares counted in the total number of voting shares represented by shareholders attending a general represented by shareholders attending a general meeting. meeting. The Board of Directors, independent directors The Board of Directors, independent directors and shareholders holding more than one percent and shareholders holding more than one percent of voting shares, or investor protection of voting shares, or investor protection institutions established according to laws, institutions established according to laws, administrative regulations or rules of the CSRC administrative regulations or rules of the CSRC may publicly collect the voting rights from may publicly collect the voting rights from shareholders. Information including the specific shareholders. Information including the specific voting preference shall be fully disclosed to the voting preference shall be fully disclosed to the shareholders for whom voting rights are being shareholders for whom voting rights are being collected. Consideration or de facto consideration collected. Consideration or de facto consideration for collecting shareholders’ voting rights is for collecting shareholders’ voting rights is prohibited. Except for statutory conditions, the prohibited. Except for statutory conditions, the Company shall not impose any minimum Company shall not impose any minimum shareholding limitation for collecting voting shareholding limitation for collecting voting rights. rights.

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In accordance with related regulations of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, in the event that any shareholder ~~(including proxies)~~ is required to abstain from voting on or may only vote for or against any resolution, such voting made in violation of relevant requirements or by imposition of restrictions on shareholders (or their proxies) shall not be included into the total number of valid votes.

In accordance with related regulations of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, in the event that any shareholder is required to abstain from voting on or may only vote for or against any resolution, such voting made in violation of relevant requirements or by imposition of restrictions on shareholders (or their proxies) shall not be included into the total number of valid votes.

• ~~Article 85~~ The following matters shall be Article 82 The following matters shall be resolved by an ordinary resolution at a resolved by an ordinary resolution at a shareholders’ general meeting: shareholders’ general meeting: (i) work reports of the Board ~~and the~~ (i) work reports of the Board; ~~supervisory committee~~ ; (ii) plans formulated by the Board for the

• (ii) plans formulated by the Board for the distribution of profits and for making up distribution of profits and for making up losses; losses; (iii) appointment and removal of the members of

• (i) work reports of the Board; (ii) plans formulated by the Board for the distribution of profits and for making up losses;

• (iii) appointment and removal of the members of the Board, their remuneration and method of payment of their remuneration;

(iii) ~~(iv)~~ ~~(v)~~ ~~(vi)~~

appointment and removal of the members of the Board ~~and members of the supervisory~~ ~~committee~~, their remuneration and method of payment of their remuneration; ~~annual budget and final accounts reports,~~ ~~balance sheets and profit and loss accounts~~ ~~and~~ ~~other~~ ~~financial~~ ~~statements~~ ~~of~~ ~~the~~ ~~Company; annual report of the Company;~~ the appointment, removal and remuneration of accounting firm; matters other than those required by the laws, administrative regulations, the listing rules where the Company is listed or by the Articles of Association to be adopted by special resolutions. the Board, their remuneration and method of payment of their remuneration; (iv) the appointment, removal and remuneration of accounting firm; (v) matters other than those required by the laws, administrative regulations, the listing rules where the Company is listed or by the Articles of Association to be adopted by special resolutions.

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~~Article 86~~ The following matters shall be Article 83 The following matters shall be resolved by a special resolution at a shareholders’ resolved by a special resolution at a shareholders’ general meeting: general meeting:

• (i) the increase or decrease of ~~share capital/~~ registered capital and the issue of shares of any class, warrants and other similar securities;

• ~~(ii) the issuance of debentures of the Company; (iii)~~ the division, split, merger, dissolution and liquidation;

• ~~(iv)~~ amendments to the Articles of Association; ~~(v)~~ Company’s purchase or sale of major assets or guaranteed amounts within one year in excess of thirty percent of the latest audited total assets of the Company;

• ~~(vi)~~ equity incentive plans;

• ~~(vii)~~ other matters which are required to be passed by special resolution under laws, administrative regulations, the listing rules where the Company is listed or these Articles of Association, which are supposed to have a significant impact on the Company if they are passed by ordinary resolution at a shareholders’ general meeting, and which are required to be passed by special resolution.

• (i) the increase or decrease of registered capital and the issue of shares of any class, warrants and other similar securities;

• (ii) the division, split, merger, dissolution and liquidation;

(iii) amendments to the Articles of Association; (iv) Company’s purchase or sale of major assets or guaranteed amounts within one year in excess of thirty percent of the latest audited total assets of the Company; (v) equity incentive plans; (vi) other matters which are required to be passed by special resolution under laws, administrative regulations, the listing rules where the Company is listed or these Articles of Association, which are supposed to have a significant impact on the Company if they are passed by ordinary resolution at a shareholders’ general meeting, and which are required to be passed by special resolution.

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~~Article 88~~ A list of candidates for directors ~~and~~ Article 85 A list of candidates for directors shall ~~supervisors~~ shall be submitted as a proposal to a be submitted as a proposal to a shareholders’ shareholders’ general meeting for voting. The general meeting for voting. The election of election of directors ~~and supervisors~~ shall fully directors shall fully reflect opinions of minority reflect opinions of minority shareholders. shareholders. If the number of shares of the Company which the If the number of shares of the Company which the sole shareholder and its concerted parties are sole shareholder and its concerted parties are interested in accounts for 30% or more, the interested in accounts for 30% or more, the cumulative voting system shall be implemented cumulative voting system shall be implemented for voting on the election of directors ~~and~~ for voting on the election of directors at a ~~supervisors~~ at a shareholders’ general meeting. shareholders’ general meeting. The Board of The Board of directors shall announce to directors shall announce to shareholders the shareholders the biographical details and general biographical details and general information on information on the candidates for directors ~~and~~ the candidates for directors. ~~supervisors~~ . The cumulative voting system shall be adopted

~~supervisors~~ . The cumulative voting system shall be adopted ~~For the purpose of the preceding paragraph, the~~ for election of more than two independent term “cumulative voting system” shall mean that directors at the shareholders’ general meeting. when two or more directors ~~or supervisors~~ are elected at a shareholders’ general meeting, each Article 86 The term “cumulative voting system” of the voting rights equivalent to the number of shall mean that when two or more directors are directors ~~or supervisors~~ to be elected may be used elected at a shareholders’ general meeting, each in a pool. of the voting rights equivalent to the number of The implementation details of the cumulative directors to be elected may be used in a pool. voting system are as follows: The implementation details of the cumulative Prior to voting with respect to the election for voting system are as follows: director ~~or supervisor~~ at the shareholders’ general Prior to voting with respect to the election for meeting, the chairperson of the meeting shall director at the shareholders’ general meeting, the inform the attending shareholders expressly that chairperson of the meeting shall inform the the cumulative voting is applied for the attending shareholders expressly that the candidates for director ~~or supervisor~~ and the cumulative voting is applied for the candidates for Boards of directors must prepare votes suitable director and the Boards of directors must prepare for applying the cumulative voting. The secretary votes suitable for applying the cumulative voting. of the Board of directors shall describe and The secretary of the Board of directors shall explain the cumulative voting method and vote describe and explain the cumulative voting filling method to ensure that the shareholders method and vote filling method to ensure that the correctly exercise their rights to cast votes. shareholders correctly exercise their rights to cast At the time of the application of cumulative votes. voting to the election of directors, independent At the time of the application of cumulative directors and other directors shall be elected voting to the election of directors, independent separately, so as to ensure the proportion of directors and other directors shall be elected independent directors in the Board of directors of separately, so as to ensure the proportion of the Company. independent directors in the Board of directors of

Prior to voting with respect to the election for director at the shareholders’ general meeting, the chairperson of the meeting shall inform the attending shareholders expressly that the cumulative voting is applied for the candidates for director and the Boards of directors must prepare votes suitable for applying the cumulative voting. The secretary of the Board of directors shall describe and explain the cumulative voting method and vote filling method to ensure that the shareholders correctly exercise their rights to cast votes.

At the time of the application of cumulative voting to the election of directors, independent directors and other directors shall be elected separately, so as to ensure the proportion of independent directors in the Board of directors of the Company.

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Shareholders may freely allot their voting rights among the candidates for directors ~~and supervisors~~ and may vote for several candidates separately or only one candidate. Where a shareholder exercises more voting rights than all the voting rights he holds, such voting shall be invalid; if a shareholder exercises less voting rights than all the voting rights he holds, such voting shall be valid and the difference shall be regard as abstention. Where the last two or more candidates have the same number of votes and all of them being elected would result in the number of directors ~~or supervisors~~ elected exceeding the number of candidates that should be elected, such candidates shall be re-elected in accordance with the prescribed procedures in the Articles of Association. If the number of directors ~~or supervisors~~ elected is less than the number specified in the Articles of Association, the Company shall restart the cumulative voting procedure for the vacancy.

Shareholders may freely allot their voting rights among the candidates for directors and may vote for several candidates separately or only one candidate. Where a shareholder exercises more voting rights than all the voting rights he holds, such voting shall be invalid; if a shareholder exercises less voting rights than all the voting rights he holds, such voting shall be valid and the difference shall be regard as abstention. Where the last two or more candidates have the same number of votes and all of them being elected would result in the number of directors elected exceeding the number of candidates that should be elected, such candidates shall be re-elected in accordance with the prescribed procedures in the Articles of Association. If the number of directors elected is less than the number specified in the Articles of Association, the Company shall restart the cumulative voting procedure for the vacancy.

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• ~~Article 89~~ The methods and procedures for Article 87 The methods and procedures for nominating a director ~~and a supervisor~~ shall be: nominating a director shall be: (i) shareholders who hold or jointly hold more (i) shareholders who hold or jointly hold more than ~~three percent~~ of the Company’s total than one percent of the Company’s total outstanding voting shares may, by written outstanding voting shares may, by written proposals, propose to a shareholders’ proposals, propose to a shareholders’ general meeting non-employees’ general meeting non-employees’ representatives as candidates for directors representatives as candidates for directors, ~~and supervisors~~ , but the number of but the number of nominations shall be in nominations shall be in compliance with the compliance with the Articles of Association, Articles of Association, and shall not be and shall not be more than the number of more than the number of persons to be persons to be elected. The proposal shall be elected. The proposal shall be served to the served to the Company fourteen days prior Company fourteen days prior to the to the shareholders’ general meeting. shareholders’ general meeting. (ii) the Board of Directors may submit a

• (ii) the Board of Directors ~~and the Supervisory~~ proposed list of candidates for directors ~~Committee~~ may submit a proposed list of within the number of persons prescribed candidates for directors ~~and supervisors~~ hereunder according to the number of within the number of persons prescribed persons to be elected, and submit the list to hereunder according to the number of the Board of Directors for review. The persons to be elected, and submit the list to Board of Directors shall conduct a review the Board of Directors ~~and the Supervisory~~ and pass a resolution to determine the ~~Committee~~ for review. The Board of candidates for directors, and shall submit a Directors ~~and the Supervisory Committee~~ written proposal to the shareholders’ general shall conduct a review and pass a resolution meeting. to determine the candidates for directors ~~and~~ (iii) nomination of independent directors shall be ~~supervisors~~ , and shall submit a written in compliance with a separate special policy proposal to the shareholders’ general established by the Company for independent meeting. directors.

• (iii) nomination of independent directors shall be (iv) the intention to nominate candidates for in compliance with a separate special policy directors, the written notice indicating the established by the Company for independent nominees’ willingness to accept the directors. nominations, and the relevant written

• the intention to nominate candidates for directors, the written notice indicating the nominees’ willingness to accept the nominations, and the relevant written materials about details of the nominees shall be sent to the Company not less than seven days prior to the date of a shareholders’ general meeting. The Board of Directors shall provide shareholders with the biographical notes and general information on the candidates for directors.

• (iv) the intention to nominate candidates for directors ~~and supervisors~~ , the written notice indicating the nominees’ willingness to accept the nominations, and the relevant written materials about details of the nominees shall be sent to the Company not less than seven days prior to the date of a shareholders’ general meeting. The Board of Directors ~~and the Supervisory Committee~~ shall provide shareholders with the biographical notes and general information on the candidates for directors ~~and supervisors~~ .

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• (v) the period given by the Company to (v) the period given by the Company to nominators and for nominees to submit the nominators and for nominees to submit the aforesaid notice and documents (such period aforesaid notice and documents (such period shall commence from the date after the date shall commence from the date after the date of giving the notice of shareholders’ general of giving the notice of shareholders’ general meeting) shall not be less than seven days. meeting) shall not be less than seven days.

• (vi) each of the candidates for directors ~~and~~ (vi) each of the candidates for directors shall be ~~supervisors~~ shall be voted one by one at the voted one by one at the shareholder’s shareholder’s general meeting, except for general meeting, except for cases where the cases where the cumulative voting system cumulative voting system applies.

• (vi) each of the candidates for directors ~~and supervisors~~ shall be voted one by one at the shareholder’s general meeting, except for cases where the cumulative voting system applies.

(vii) any provisional additional election of directors shall be proposed by the Board of Directors and recommended to the shareholders’ general meeting for election or replacement.

• (vii) any provisional additional election of directors ~~and supervisors~~ shall be proposed by the Board of Directors ~~and the Supervisory Committee~~ and recommended to the shareholders’ general meeting for election or replacement.

Article 89 When a proposal is being considered at a shareholders’ general meeting, no modifications may be made to the proposal, and the modifications, if any, shall be deemed as a new proposal and shall not be voted at the shareholders’ general meeting.

~~Article 91~~ When a proposal is being considered at a shareholders’ general meeting, no modifications may be made to the proposal, ~~otherwise~~ the modifications shall be deemed as a new proposal and shall not be voted at the shareholders’ general meeting.

Article 92 An on-site shareholders’ general meeting shall not end earlier than the one held on the network or in another method. The chairman of the meeting shall announce details and results of the voting on each proposal, and announce whether a proposal is passed according to the voting results.

~~Article 94~~ An on-site shareholders’ general meeting shall not end earlier than the one held on the network or in another method. The chairman of the meeting shall announce details and results of the voting on each proposal, and announce whether a proposal is passed according to the voting results.

Before the formal announcement of voting results, the listed company, vote counters, vote scrutineers, ~~substantial~~ shareholders, network services providers and other related parties involved at the on-site shareholders’ general meeting, on the network and in another voting method shall be under a confidentiality obligation for the details of the voting.

Before the formal announcement of voting results, the listed company, vote counters, vote scrutineers, shareholders, network services providers and other related parties involved at the on-site shareholders’ general meeting, on the network and in another voting method shall be under a confidentiality obligation for the details of the voting.

Article 96 In the event that a proposal on the election of directors is passed at a shareholders’ general meeting, the new directors shall assume office at the time of passing the relevant election proposal at the shareholders’ general meeting.

~~Article 98~~ In the event that a proposal on the election of directors ~~and supervisors~~ is passed at a shareholders’ general meeting, the new directors ~~and supervisors~~ shall assume office at the time of passing the relevant election proposal at the shareholders’ general meeting.

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~~Article 102~~ If the chairman of the meeting has Article 100 If the chairman of the meeting has any doubts about the result of a resolution put to any doubts about the result of a resolution put to the vote, a counting of votes may be conducted. If the vote, a counting of votes may be conducted. If the chairman fails to conduct a counting of votes, the chairman fails to conduct a counting of votes, shareholders present at the meeting or proxies of shareholders present at the meeting or proxies of shareholders who do not agree with the voting shareholders who do not agree with the voting result announced by the chairman may request a result announced by the chairman may request a counting of votes immediately after the counting of votes immediately after the declaration of voting results, and the chairman of declaration of voting results, and the chairman of the meeting shall immediately count the votes. the meeting shall immediately organise to count the votes.

Chapter 7 Special Procedures for Voting by Class Shareholders ~~Article 108~~ A written notice of a class Article 106 A written notice of a class shareholders’ meeting shall be sent out in shareholders’ meeting shall be sent out in accordance with the time limits for notice of an accordance with the time limits for notice of an extraordinary general meeting as stipulated in extraordinary general meeting as stipulated in Article ~~59~~ of the Articles of Association to notify Article 57 of the Articles of Association to notify all of the relevant class shareholders on the all of the relevant class shareholders on the register of the matters to be considered, the date register of the matters to be considered, the date and the place of such meeting. ~~A shareholder who~~ and the place of such meeting. ~~intends to attend such meeting shall deliver his written reply concerning his attendance at such meeting to the Company within the time limits specified in the notice. Article 110 Except shareholders of other~~ Article 108 Special voting procedure of class ~~classes, holders of domestic shares and overseas~~ shareholders shall not apply in the following ~~listed foreign shares are deemed to be~~ circumstances: ~~shareholders of different classes.~~ (i) where the Company issues domestic shares Special voting procedure of class shareholders and overseas-listed foreign shares, upon the shall not apply in the following circumstances: approval by a special resolution of its (i) where the Company issues domestic shares shareholders in a general meeting, either and overseas-listed foreign shares, upon the separately or concurrently once every approval by a special resolution of its twelve months, and the number of the shareholders in a general meeting, either domestic shares, overseas-listed foreign separately or concurrently once every shares proposed to be issued does not twelve months, and the number of the exceed 20 per cent of the number of the domestic shares, overseas-listed foreign outstanding shares of such class; or shares proposed to be issued does not (ii) where the Company’s plan to issue domestic exceed 20 per cent of the number of the shares and overseas-listed foreign Shares at outstanding shares of such class; or the time of its establishment is completed (ii) where the Company’s plan to issue domestic within fifteen (15) months from the date of shares and overseas-listed foreign Shares at approval of the CSRC. the time of its establishment is completed within fifteen (15) months from the date of approval of the CSRC.

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APPENDIX I

Chapter 8 Board of Directors

~~Article 111~~ The directors shall be elected or Article 109 The directors shall be elected or replaced at a shareholders’ general meeting, and replaced at a shareholders’ general meeting, and can be dismissed by the general meeting of can be dismissed by the general meeting of shareholders before expiry of the current term of shareholders before expiry of the current term of office. The directors serve a term of 3 years, and office. The directors serve a term of 3 years, and may serve consecutive terms if re-elected. may serve consecutive terms if re-elected. The term of office of a Director commences on The term of office of a Director commences on the date of assuming office and ends at the expiry the date of assuming office and ends at the expiry of the current term of office of the Board of of the current term of office of the Board of Directors. Where a director has not been timely Directors. Where a director has not been timely re-elected at the expiry of the term of office or re-elected at the expiry of the term of office or where a director has resigned during the term of where a director has resigned during the term of office resulting that the number of the members in office resulting that the number of the members in the board falls below the quorum, the original the board falls below the quorum, the original director shall perform his/her duties as a director, director shall perform his/her duties as a director, prior to the assumption by the re-elected director, prior to the assumption by the re-elected director, in accordance with the laws, administrative in accordance with the laws, administrative regulations and rules of regulatory authorities as regulations and rules of regulatory authorities as well as the provisions of these Articles of well as the provisions of these Articles of Association. Association.

The general meeting may remove any director by an ordinary resolution (but without prejudice to any claim for damages that such director may have under any contract) before the end of his term of office subject to relevant laws and administrative regulations. The chairman and the vice chairman of the Board shall be elected or removed by a majority of the board directors. The chairman and the vice chairman shall serve a term of 3 years, and may serve consecutive terms if re-elected. The external directors shall have sufficient time and the necessary knowledge and ability to perform their duties. When the external directors perform their duties, the Company must provide the necessary information. The independent directors may directly report any matter to the shareholders’ general meetings, the securities regulatory authority of the State Council and other relevant authorities.

The general meeting may remove any director by an ordinary resolution (but without prejudice to any claim for damages that such director may have under any contract) before the end of his term of office subject to relevant laws and administrative regulations. The dismissal shall take effect from the date on which the resolution is passed. If a director is dismissed before the expiration of his/her term of office without a proper reason, the director may request the Company to compensate him/her.

The chairman and the vice chairman of the Board shall be elected or removed by a majority of the board directors. The chairman and the vice chairman shall serve a term of 3 years, and may serve consecutive terms if re-elected.

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~~The president and other~~ senior officers may The external directors (referring to directors who concurrently serve as directors provided that the do not hold positions in the Company, the same total number of directors concurrently serving as below) shall have sufficient time and the ~~president and other~~ senior officers shall not necessary knowledge and ability to perform their exceed one-half of the total number of directors duties. When the external directors perform their of the Company. duties, the Company must provide the necessary ~~The executive directors shall handle such matters~~ information. The independent directors may ~~as entrusted by the Board.~~ directly report any matter to the shareholders’ Directors shall not necessarily hold any shares of general meetings, the securities regulatory the Company. authority of the State Council and other relevant authorities.

Senior officers may concurrently serve as directors provided that the total number of directors concurrently serving as senior officers shall not exceed one-half of the total number of directors of the Company. Directors shall not necessarily hold any shares of the Company.

Article 111 Directors may resign before expiry of their terms of office. The directors to resign shall submit to the Company a written report in relation to their resignation, which shall become effective on the date when the Company receives such written report. The Company shall disclose the relevant information within two (2) days.

~~Article 113~~ Directors may ~~request to~~ resign before expiry of their terms of office. The directors to resign shall submit to the ~~Board~~ a written report in relation to their resignation ~~. The Board~~ shall disclose the relevant information within two (2) days.

In the event that the resignation of any director the relevant information within two (2) days. results in the number of members of the Board In the event that the resignation of any director falling below the quorum, the existing director results in the number of members of the Board shall continue to perform his duties in accordance falling below the quorum, the existing director with the laws, administrative regulations, rules of shall continue to perform his duties in accordance regulatory authorities and the provisions of the with the laws, administrative regulations, rules of Articles of Association until the re-elected regulatory authorities and the provisions of the director assumes office. His resignation report Articles of Association until the re-elected shall take into effect only upon the new director director assumes office. His resignation report taking up the vacancy. Other than the shall take into effect only upon the new director circumstances referred to in the preceding taking up the vacancy. Other than the paragraph, the resignation of a director shall circumstances referred to in the preceding become effective upon submission of his paragraph, the resignation of a director shall resignation report to the Board. become effective upon submission of his resignation report to the Board.

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Upon a director’s resignation becoming effective or at the expiry of his office, the director shall complete all handover procedures to the Board, and his fiduciary obligations to the Company and the shareholders shall not necessarily cease after the termination of tenure and shall remain effective within six (6) months after his departure from office.

The director’s obligation to maintain the confidentiality of the Company’s trade secrets shall survive the end of his or her term, until such secrets enter the public domain. The term of survival of his or her other obligations shall be decided upon according to the principle of fairness, the time elapsed between the director’s departure from office and the occurrence of the event, and the circumstances and conditions of the termination of his or her relationship with the Company.

The Company shall establish a system for managing the departure of directors, which specifies the safeguards for the recovery of liability and compensation for unfulfilled public commitments and other outstanding matters. Upon a director’s resignation becoming effective or at the expiry of his office, the director shall complete all handover procedures to the Board, and his fiduciary obligations to the Company and the shareholders shall not necessarily cease after the termination of tenure and shall remain effective within six (6) months after his departure from office. The responsibilities of a director arising from the performance of his/her duties during his/her term of office shall not be relieved or terminated by his departure from office. The director’s obligation to maintain the confidentiality of the Company’s trade secrets shall survive the end of his or her term, until such secrets enter the public domain. The term of survival of his or her other obligations shall be decided upon according to the principle of fairness, the time elapsed between the director’s departure from office and the occurrence of the event, and the circumstances and conditions of the termination of his or her relationship with the Company.

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~~Article 115~~ The Company shall enter into Article 113 The Company shall enter into contracts with the directors to clarify the rights contracts with the directors to clarify the rights and obligations between the Company and the and obligations between the Company and the directors, the term of office of the directors, the directors, the term of office of the directors, the liability of the directors for any breach of the laws liability of the directors for any breach of the laws and regulations and the Articles of Association, and regulations and the Articles of Association, and the compensation if such contracts are and the compensation if such contracts are terminated by the Company in advance for terminated by the Company in advance for reasons. reasons. The members in the Board of directors shall be The members in the Board of directors shall be equipped with the knowledge, skills and qualities equipped with the knowledge, skills and qualities required for carrying out their duties. Directors required for carrying out their duties. Directors shall comply with the relevant requirements of the shall comply with the relevant requirements of the laws and regulations and the Articles of laws and regulations and the Articles of Association, be faithful, diligent, discreet and Association, be faithful, diligent, discreet and fulfill their promises. A director who violates any fulfill their promises. If a director performs the laws, administrative regulations, rules of Company’s duties and causes damage to others, regulatory authorities or the Articles of the Company will be liable for compensation. The Association during the course of performing his directors shall also be liable for compensation if duties shall be liable for indemnification to any they have acted will fully or with gross loss so caused to the Company. negligence. A director who violates any laws, administrative regulations, rules of regulatory authorities or the Articles of Association during the course of performing his duties shall be liable for indemnification to any loss so caused to the Company.

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~~Article 116~~ The Company shall have independent directors who shall act in accordance with laws, administrative regulations, and rules of regulatory authorities.

~~Independent director of the Company refers to a director who holds no position other than as a director of the Company, has no direct or indirect relationship or any other connection with the Company and its substantial shareholders (defined as shareholders holding 5% or more interests in shares of the listed Company, or a shareholder who holds less than five percent of the shares but has significant influence on the listed Company), its de facto controller which might affect his independent and objective judgment, and complies with the requirements on independence as stipulated in the rules of the stock exchange(s) on which the Company’s shares are listed. Independent directors are subject to provisions regarding the qualifications and obligations of directors as set out in these articles of association and the relevant provisions of the regulations of the jurisdiction where the Company is listed. The Company’s Board of Directors shall consist of at least one third of independent directors, and shall have at least three independent directors, including at least one accounting professional. Where independent directors are unqualified for being independent or other circumstances arise making them unqualified for performing duties, resulting in insufficient independent directors of the Company as required by the Articles of Association, the Company shall add additional independent directors in accordance with applicable regulations.~~

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• ~~Independent directors shall have the following special powers in addition to those vested to directors of the Company by the Company Law and other laws, administrative regulations, rules of regulatory authorities and the Articles of Association: (i) independently engaging intermediary to audit, consult or review on specific matters of the listed company;~~

• ~~(ii) proposing to the Board the calling of an extraordinary general meeting;~~

• ~~(iii) proposing the calling of meetings of the Board;~~

• ~~(iv) openly soliciting shareholders’ rights in accordance with the laws;~~

• ~~(v) expressing independent opinions on matters that may damage the rights and interests of the listed company or minority shareholders;~~

• ~~(vi) other functions and powers set out in the laws, administrative regulations, rules of China Securities Regulatory Commission and the Articles of Association.~~

• ~~Independent directors shall seek the consent of more than half of all the independent directors before exercising the powers under (i) to (iii) above. If the independent directors exercise the powers in paragraph 1, the Company shall promptly disclose it in a timely manner. If the above powers cannot be exercised normally, the Company shall disclose the specific circumstances and reasons.~~

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~~Article 117~~ The Company establishes the Board Article 114 The Company establishes the Board of Directors, which is accountable to the general of Directors, which consists of eleven (11) ~~meeting. Board of directors~~ consists of eleven directors, of which external directors shall (11) directors, of which external directors account for over half of the total directors and ~~(referring to directors who do not hold a post in~~ there shall be at least 3 independent directors ~~the Company, the same below)~~ shall account for which shall account for no less than one third of over half of the total directors and there shall be the total directors. at least 3 independent directors which shall The Board of Directors consists of one chairman account for no less than one third of the total and one vice chairman, all of which shall be directors. elected a of votes of all

The Board of Directors consists of one chairman and one vice chairman, all of which shall be elected by a simple majority of votes of all directors.

The Board of Directors consists of one chairman and one vice chairman, all of which shall be elected by a simple majority of votes of all directors.

~~The Board of Directors shall set up the audit committee, the remuneration committee and the nomination committee, and to meet needs, the strategy committee and relevant specialized committees. The specialized committees shall be responsible to the Board of Directors and shall perform their duties as stipulated in the Articles of Association and as authorized by the Board of Directors. Proposals shall be submitted to the Board of Directors for consideration and approval. All members of the specialized committees shall be directors, and independent directors shall account for the majority of members of the audit committee, the nomination committee and the remuneration committee, and shall serve as the chairmen. The members of the audit committee shall be directors who are not the senior officers of the listed company, and the convener shall be an accounting professional. The Board of Directors shall be responsible for formulating the rules of procedures for the specialized committees to regulate their operations.~~

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• ~~Article 118~~ The Board ~~is accountable to the~~ Article 115 The Board shall exercise the ~~shareholders’ general meeting and~~ shall exercise following powers: the following powers: (i) to be responsible for the convening of the (i) to be responsible for the convening of the shareholders’ general meeting and to report shareholders’ general meeting and to report on its work to the shareholders’ general on its work to the shareholders’ general meeting; meeting; (ii) to implement the resolutions of the

• (ii) to implement the resolutions of the shareholders’ general meetings; shareholders’ general meetings; (iii) to devise the Company’s strategies,

• (iii) to decide on the Company’s business plans medium- and long-term development plans, and investment plans; and decide on the Company’s business plans

• (iv) to formulate the Company’s annual budget and investment plans; and final financial accounts; (iv) to formulate the Company’s annual budget

• (v) to formulate the Company’s profit and final financial accounts; distribution plan and plan for making up (v) to formulate the Company’s profit losses; distribution plan and plan for making up

• (vi) to formulate plans for the Company’s losses;

• (vi) to formulate plans for the Company’s losses; proposals for increases or reductions of its (vi) to formulate plans for the Company’s registered capital and the issue of and listing proposals for increases or reductions of its of corporate debentures or other securities; registered capital and the issue of and listing

• (vii) to draft plans for material acquisition, share of corporate debentures or other securities; repurchase, merger, division, dissolution or (vii) to draft plans for material acquisition, share change in corporate form; repurchase, merger, division, dissolution or

• (viii) to determine matters relating to the change in corporate form; Company’s external investment, asset (viii) to determine matters relating to the acquisition and disposal, asset pledge, asset Company’s external investment, asset management mandate, related party acquisition and disposal, asset pledge, asset transactions, external guarantee and external management mandate, related party donation within the authorisation of the transactions, external guarantee and external general meeting; donation within the authorisation of the

• (ix) to determine the establishment of the general meeting; Company’s internal management structure; (ix) to determine the establishment of the Company’s internal management structure;

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• (x) to determine the appointment or dismissal of (x) to determine the appointment or dismissal of the Company’s president and the secretary the Company’s president and the secretary of the Board and other senior officers and of the Board and other senior officers and decide on their remunerations, rewards and decide on their remunerations, rewards and penalties; and pursuant to the president’s penalties; and pursuant to the president’s nominations to determine the appointment nominations to determine the appointment or dismissal of the vice presidents, the chief or dismissal of the vice presidents, the chief financial officer, the chief digital officer, the financial officer, the chief digital officer, the general counsel (chief compliance officer) general counsel (chief compliance officer) and other senior officers of the Company and other senior officers of the Company, and decide on their remuneration rewards assess their performance and decide on their and penalties; remuneration rewards and penalties;

• (xi) to establish the Company’s basic (xi) to establish the Company’s basic management system, including basic management system, including basic compliance management system; compliance management system;

• (xii) to formulate proposals for any amendment (xii) to formulate proposals for any amendment to the Company’s Articles of Association; to the Company’s Articles of Association;

• (xiii) to deal with information disclosure of the (xiii) to deal with information disclosure of the Company; Company;

• (xiv) to propose to the general meeting for (xiv) to propose to the general meeting for appointment or replacement of the appointment or replacement of the accounting firms serving as the auditors of accounting firms serving as the auditors of the Company; the Company;

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• (xv) to receive work report submitted by the president, to review his performance and to appraise effectiveness of the compliance management of the Company;

• ~~(xvi)~~ to exercise other duties and powers specified in the laws, administrative regulations, rules of regulatory authorities, listing rules of the stock exchange(s) on which the Company is listed or the Articles of Association and conferred by the shareholders at general meetings.

Matters beyond the scope authorized by the general meeting shall be submitted to the general meeting for consideration.

Except the Board’s resolutions in respect of the matters specified in the above items (vi), (vii) and (xii), which shall be passed by two-thirds or more of all Directors, the Board resolutions in respect of all other matters may be passed by more than half of all Directors unless otherwise expressly specified in the listing rules of the jurisdiction where the Company is listed or the Articles of Association. The resolution in respect of the external guarantees shall be approved by more than half of all members of the Board and ~~signed~~ by more than two-thirds of all Directors present at the meeting of the Board of Directors.

• (xv) to receive work report submitted by the president, to review his performance and to appraise effectiveness of the compliance management of the Company;

• (xvi) to develop the Company’s major income distribution plans and decide on significant matters related to employees’ income distribution;

• (xvii) to exercise other duties and powers specified in the laws, administrative regulations, rules of regulatory authorities, listing rules of the stock exchange(s) on which the Company is listed or the Articles of Association and conferred by the shareholders at general meetings.

Matters beyond the scope authorized by the general meeting shall be submitted to the general meeting for consideration.

Except the Board’s resolutions in respect of the matters specified in the above items (vi), (vii) and (xii), which shall be passed by two-thirds or more of all Directors, the Board resolutions in respect of all other matters may be passed by more than half of all Directors unless otherwise expressly specified in the listing rules of the jurisdiction where the Company is listed or the Articles of Association. The resolution in respect of the external guarantees shall be approved by more than half of all members of the Board and considered, approved and resolved by more than two-thirds of all Directors present at the meeting of the Board of Directors.

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~~Article 122~~ In making decisions on issues such Article 119 In making decisions on issues such as external investment, asset acquisition and as external investment, asset acquisition and disposal, asset mortgage or pledge, external disposal, asset mortgage or pledge, external guarantee, asset management mandate, related guarantee, asset management mandate, related party transactions and external donation, the party transactions and external donation, the Board shall establish strict examination and Board shall establish strict examination and decision making procedures; and organise decision making procedures; and organise relevant experts and professionals to make relevant experts and professionals to make assessments on major investment projects. The assessments on major investment projects. The aforesaid matters, if subject to consideration at aforesaid matters, if subject to consideration at the general meeting under relevant laws and the general meeting under relevant laws and regulations or the regulations of the jurisdiction regulations or the regulations of the jurisdiction where the shares are listed, shall be approved by where the shares are listed, shall be approved by the Board before submitting to the general the Board before submitting to the general meeting for approval. meeting for approval.

Directors and senior management of the Company shall prudently treat and strictly control the risks of debt arising from the external guarantee. If the Company suffers losses due to violation of the approval authority and review procedures for the external guarantee by directors and senior management of the Company, the responsible directors and senior management shall be liable for compensation for the losses arising from the violation or improper external guarantee in accordance with the laws ~~. The Supervisory Committee or eligible shareholders of the Company may file a lawsuit in accordance with the requirements under the Articles of Association~~ ; if it is suspected of violation of laws, the case shall be referred to the judicial authorities.

Directors and senior management of the Company shall prudently treat and strictly control the risks of debt arising from the external guarantee. If the Company suffers losses due to violation of the approval authority and review procedures for the external guarantee by directors and senior management of the Company, the responsible directors and senior management shall be liable for compensation for the losses arising from the violation or improper external guarantee in accordance with the laws; if it is suspected of violation of laws, the case shall be referred to the judicial authorities.

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~~Article 124~~ Board meetings include regular Article 121 Board meetings include regular meetings and extraordinary meetings. Meetings of meetings and extraordinary meetings. Meetings of the Board shall be held at least four times every the Board shall be held at least four times every year and convened by the chairman of the Board. year and convened by the chairman of the Board. Notice of the regular Board meeting shall be Notice of the regular Board meeting shall be served on all of the Directors fourteen (14) days served on all of the Directors fourteen (14) days before the date of the meeting. before the date of the meeting. The Chairman of the Board shall convene an The Chairman of the Board shall convene an extraordinary board meeting within ten (10) days extraordinary board meeting within ten (10) days if: if: (i) it is proposed by shareholders representing (i) it is proposed by shareholders representing more than one-tenth of the Company’s more than one-tenth of the Company’s voting shares; voting shares; (ii) it is proposed by more than one-third of the (ii) it is proposed by more than one-third of the Directors; Directors; (iii) it is proposed by the ~~Supervisory~~ (iii) it is proposed by the Audit Committee; ~~Committee~~ ; ⋯⋯ ⋯⋯

~~Article 125~~ The Board may vote by means of Article 122 The Board may vote by means of written resolution when holding an extraordinary written resolution when holding an extraordinary board meeting, and the time limit for notice may board meeting, and the time limit for notice may not be subject to fourteen (14) days in advance, not be subject to fourteen (14) days in advance, but the notice must be delivered to the directors but the notice must be delivered to the directors in ~~and supervisors~~ in a timely and effective manner. a timely and effective manner. Except for force Except for force majeure factors, major business majeure factors, major business management management matters shall not be voted by means matters shall not be voted by means of written of written resolution. resolution. Where the circumstance is urgent and it is Where the circumstance is urgent and it is necessary to hold an extraordinary meeting of the necessary to hold an extraordinary meeting of the Board of Directors, the notice on the meeting may Board of Directors, the notice on the meeting may be circulated at any time by phone or any other be circulated at any time by phone or any other oral means, but the convener shall make oral means, but the convener shall make explanations at the meeting and relevant matters explanations at the meeting and relevant matters shall be recorded in the minutes of the meeting. shall be recorded in the minutes of the meeting.

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~~Article 128~~ Meetings of the Board of Directors shall be held only if more than half of the Directors (including the directors who are appointed in writing as the proxies of other directors pursuant to ~~Article 129~~ herein) are present. Each Director shall have one vote. The Board may pass resolutions only upon a majority vote of all the Directors attended in the meeting unless otherwise provided in the Articles of Association. Where the number of votes cast for and against a resolution is equal, the chairman of the Board of Directors shall have a casting vote. ~~The supervisors may attend the meetings of the Board of Directors as non-voting participants, and~~ the president and the secretary of the Board of Directors who do not hold the concurrent post of the director shall attend the meetings of the Board of Directors as non-voting participants. The general counsel shall attend the meeting as a non-voting participant and give legal opinions in case of any legal issues involved in the deliberation of the board of directors. When the ~~Chairman of the Board of Directors~~ deems necessary, other relevant persons may be notified to attend the meetings of the Board of Directors as non-voting participants.

~~Article 129~~ Any Board meeting shall be attended in person by its chairman. Where he is unable to attend any Board meeting in person for any reasons, the chairman may in writing ask another director to attend the meeting on his behalf. ~~The proxy form shall specify the scope of such authorization.~~ The power of attorney shall indicate the names of the principal and the proxy, matters delegated, the scope of authority and valid term, the directions for the voting intentions of proposal by the principal, and the signature by the principal, the date, etc. ⋯⋯

Article 125 Meetings of the Board of Directors shall be held only if more than half of the Directors (including the directors who are appointed in writing as the proxies of other directors pursuant to Article 126 herein) are present. Each Director shall have one vote. The Board may pass resolutions only upon a majority vote of all the Directors attended in the meeting unless otherwise provided in the Articles of Association. Where the number of votes cast for and against a resolution is equal, the chairman of the Board of Directors shall have a casting vote. The president and the secretary of the Board of Directors who do not hold the concurrent post of the director shall attend the meetings of the Board of Directors as non-voting participants. The general counsel (chief compliance officer) shall attend the meeting as a non-voting participant and give legal and compliance opinions in case of any legal and compliance issues involved in the deliberation of the board of directors. When the chairman of the meeting deems necessary, other relevant persons may be notified to attend the meetings of the Board of Directors as non-voting participants.

Article 126 Any Board meeting shall be attended in person by its chairman. Where he is unable to attend any Board meeting in person for any reasons, the chairman may in writing ask another director to attend the meeting on his behalf. The power of attorney shall indicate the names of the principal and the proxy, matters delegated, the scope of authority and valid term, the directions for the voting intentions of proposal by the principal, and the signature by the principal, the date, etc.

⋯⋯

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~~Article 130~~ Article 127 ⋯⋯ ⋯⋯ Where a director is related to a company involved Where a director is related to a company or a in a resolution at the meeting of Board of person involved in a resolution at the meeting of Directors or shall avoid voting in accordance with Board of Directors or shall avoid voting in the listing rules of the stock exchange where the accordance with the listing rules of the stock Company is listed, the director may not exercise exchange where the Company is listed, the his or her voting right for the resolution or director shall promptly inform the Board of exercise voting right on behalf of other directors Directors in writing. The director with connected and the Board of Directors may not resolve relationship may not exercise his or her voting matters by way of written resolution. The right for the resolution or exercise voting right on meetings of the Board of Directors may be behalf of other directors and the Board of convened with the attendances of the majority of Directors may not resolve matters by way of the unrelated directors, and the formed written resolution. The meetings of the Board of resolutions shall be passed by more than half of Directors may be convened with the attendances the unrelated directors. If the unrelated directors of the majority of the unrelated directors, and the attending the meeting are less than three (3), such formed resolutions shall be passed by more than matters shall be submitted to the general meeting half of the unrelated directors. If the unrelated for review. directors attending the meeting are less than three (3), such matters shall be submitted to the general meeting for review.

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Article 129 The Board of Directors shall set up the audit committee, the remuneration committee and the nomination committee, and to meet needs, the strategy and sustainable development committee and relevant specialized committees. Among these, the audit committee shall exercise the functions and powers of the supervisory committee as stipulated in the Company Law. The specialized committees shall be responsible to the Board of Directors and shall perform their duties as stipulated in the Articles of Association and as authorized by the Board of Directors. Proposals shall be submitted to the Board of Directors for consideration and approval. All members of the specialized committees shall be directors, and independent directors shall account for the majority of members of the audit committee, the nomination committee and the remuneration committee, and shall serve as the convener. The members of the audit committee shall consist of more than three directors who are not the senior management of the listed company, and the convener shall be an accounting professional. The Board of Directors shall be responsible for formulating the rules of procedures for the specialized committees to regulate their operations.

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		Article 130 The audit committee is responsible
		for reviewing the Company’s financial
		information and its disclosure, supervising and
		evaluating internal and external audit work and
		internal control. The following matters shall be
		submitted to the Board of Directors for
		consideration upon the consent of more than half
		of all members of the audit committee:
		(1) disclosure of financial information and
		internal control evaluation reports in
		financial accounting reports and periodic
		reports;
		(2) engagement or removal of the accounting
		firm that provides audit services for the
		listed company;
		(3) appointment or dismissal of the chief
		financial officer of the listed company;
		(4) to make changes in accounting policies,
		accounting estimates or correct major
		accounting errors due to reasons other than
		changes in accounting standards;
		(5) other matters set out in the laws,
		administrative regulations, rules of the
		CSRC, the listing rules of the place where
		the Company is listed and these Articles of
		Association.
		Article 131 The audit committee shall hold at
		least one meeting every quarter. An extraordinary
		meeting may be convened on the proposal of two
		or more members, or if the convener deems it
		necessary. A meeting of the audit committee may
		be held only when more than two-thirds of the
		members are present at the meeting.
		Any resolution of the audit committee shall be
		approved by more than half of the members of the
		audit committee.
		When voting on a resolution of the audit
		committee, every member shall have one vote.
		Resolutions of the audit committee shall be
		recorded in meeting minutes in accordance with
		relevant regulations, and the members of the audit
		committee attending the meeting shall sign the
		meeting minutes.

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		Article 132 The nomination committee shall be
		responsible for formulating the criteria and
		procedures for the selection of directors and
		senior officers, selecting and reviewing the
		candidates for directors and senior officers and
		their qualifications for office, and making
		recommendations to the Board of Directors on the
		following matters:
		(1) nomination or appointment and removal of
		directors;
		(2) appointment or dismissal of senior officers;
		(3) other matters set out in the laws,
		administrative regulations, rules of the
		CSRC, the listing rules of the place where
		the Company is listed and these Articles of
		Association.
		If the Board of Directors fails to adopt or fully
		adopt the recommendations of the nomination
		committee, the Board of Directors shall record in
		its resolution the opinions of the nomination
		committee and the specific reasons for not
		adopting such opinions, and make corresponding
		disclosure.

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		Article 133 The remuneration committee shall
		be responsible for formulating evaluation
		standards of directors and senior officers,
		carrying out evaluations, formulating and
		reviewing the remuneration decision mechanism,
		decision-making procedures, payment and
		clawback arrangement and other remuneration
		policies and programs of directors and senior
		officers, and making recommendations to the
		Board of Directors on the following matters:
		(1) remunerations of directors and senior
		officers;
		(2) formulations or change of the equity
		incentive plans and employee stock
		ownership plans, and the conditions for the
		incentive objects to be granted with options
		and exercise options;
		(3) arrangement of shareholding plans of
		directors and senior officers in subsidiaries
		to be spun off;
		(4) other matters set out in the laws,
		administrative regulations, rules of the
		CSRC, the listing rules of the place where
		the Company is listed and these Articles of
		Association.
		If the Board of Directors fails to adopt or fully
		adopt the recommendations of the remuneration
		committee, the Board of Directors shall record in
		its resolution the opinions of the remuneration
		committee and the specific reasons for not
		adopting such opinions, and make corresponding
		disclosure.

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		**Chapter **	9	Independent Directors
				Article 134 The independent directors shall
				conscientiously perform their duties, play the
				roles of participating in the decision-making,
				supervising, checking and balancing, and
				professional consulting in the Board, safeguard
				the interests of the Company as a whole, and
				protect the legitimate rights and interests of
				minority shareholders in accordance with the
				laws, administrative regulations, the provisions of
				the CSRC, stock exchanges and these Articles of
				Association.
				Article 135 Independent directors shall maintain
				their independence. An independent director shall
				not have any direct or indirect interest in the
				listed company he/she is employed by, its
				substantial shareholders, or its de facto
				controllers, or any other relationship that may
				affect his/her ability to make independent and
				objective judgments. The following persons shall
				not serve as independent directors:
				(i) persons working for the Company or its
				subsidiaries, their spouses, parents and
				children, and major social relations;
				(ii) natural person shareholders who directly or
				indirectly hold more than 1% of the
				Company’s issued shares or who are among
				the Company’s top ten shareholders, and
				their spouses, parents and children;
				(iii) persons who work for shareholders who
				directly or indirectly hold more than 5% of
				the Company’s issued shares or who work
				for the Company’s top five shareholders,
				and their spouses, parents, and children;
				(iv) persons serving in the subsidiaries of the
				Company’s controlling shareholders and de
				facto controllers and their spouses, parents
				and children;
				(v) persons who have significant business
				dealings with the Company, its controlling
				shareholders, de facto controllers or their
				respective subsidiaries, or who serve in
				entities with which they have significant
				business dealings and their controlling
				shareholders or de facto controllers;

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		(vi) persons providing financial, legal,
		consulting and sponsorship and other
		services to the Company, its controlling
		shareholders, de facto controllers or their
		respective subsidiaries; including but not
		limited to, all members of the project team
		of the intermediaries providing the services,
		reviewers at all levels, persons signing the
		report, partners, directors, senior
		management and principals;
		(vii) persons who have been in the situations
		listed in items (i) to (vi) within the last
		twelve months;
		(viii) other persons who do not possess
		independence as stipulated by the laws,
		administrative regulations, the provisions of
		the CSRC, the listing rules and the business
		rules of the place where the Company is
		listed and these Articles of Association.
		The subsidiaries of the Company’s controlling
		shareholders and de facto controllers referred to
		in items (iv) to (vi) of the preceding paragraph do
		not include those enterprises which are under the
		control of the same state-owned asset
		management organisation as the Company and
		which do not constitute a relationship with the
		Company in accordance with the relevant
		regulations.
		Independent directors shall conduct an annual
		self-examination of independence and submit the
		self-examination to the Board. The Board shall
		evaluate and issue a special opinion on the
		independence of the incumbent independent
		directors on an annual basis, which shall be
		disclosed at the same time with the annual report.

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		Article 136 Any person who serves as an	Article 136 Any person who serves as an
		independent director of the Company shall meet
		the following conditions:
		(i)	being qualified to serve as a director of a
			listed company in accordance with the laws,
			administrative regulations and other relevant
			provisions;
		(ii)	meeting the independence requirements as
			stipulated in these Articles of Association;
		(iii)	possessing the basic knowledge of the
			operation of listed companies and being
			familiar with relevant laws, regulations and
			rules;
		(iv)	having more than five years of work
			experience in law, accounting or economics
			necessary to perform the duties of an
			independent director;
		(v)	possessing good personal integrity with no
			significant dishonest or other adverse
			records;
		(vi)	other conditions as stipulated by the laws,
			administrative regulations, the provisions of
			the CSRC, the listing rules and the business
			rules of the place where the Company is
			listed and these Articles of Association.
		Article 137 As members of the Board,
		independent directors owe fiduciary and diligence
		to the Company and all shareholders, and shall
		prudently perform the following duties:
		(i)	to participate in the decision-making of the
			Board, and express clear opinions on
			matters discussed;
		(ii)	to supervise matters involving potential
			material conflicts of interest between the
			Company and its controlling shareholder, de
			facto controllers, directors, and senior
			management, and protect the legitimate
			rights and interests of minority
			shareholders;
		(iii)	to provide professional and objective advice
			on the Company’s operation and
			development, promoting the improvement of
			the decision-making level of the Board;
		(iv)	other duties as stipulated by the laws,
			administrative regulations, the provisions of
			the CSRC, the listing rules of the place
			where the Company is listed and these
			Article of Association.

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		Article 138 The independent directors shall
		exercise the following special functions and
		powers:
		(i) to independently engage intermediaries to
		audit, consult on, or verify specific matters
		of the Company;
		(ii) to propose to the Board to convene an
		extraordinary general meeting;
		(iii) to propose to convene the Board meetings;
		(iv) to solicit shareholders’ rights publicly from
		shareholders in accordance with the laws;
		(v) to express independent opinions on matters
		that may harm the interests of the Company
		or minority shareholders;
		(vi) other functions and powers as stipulated by
		the laws, administrative regulations, the
		provisions of the CSRC, the listing rules of
		the place where the Company is listed and
		these Articles of Association.
		The exercise of the functions and powers listed in
		items (i) to (iii) of the preceding paragraph by
		independent directors shall be subject to the
		consent of more than half of all independent
		directors.
		If independent directors exercise the functions
		and powers listed in the first paragraph, the
		Company shall disclose such information in a
		timely manner. If the aforementioned functions
		and powers cannot be exercised normally, the
		Company shall disclose the specific
		circumstances and reasons thereof.
		Article 139 The following matters shall be
		submitted to the Board for consideration after
		obtaining the consent of more than half of all
		independent directors of the Company:
		(i) related party transactions that ought to be
		disclosed;
		(ii) plans for the Company and related parties to
		change or waive commitments;
		(iii) decisions made and measures taken by the
		board of directors of an acquired listed
		company in response to an acquisition;
		(iv) other matters as stipulated by the laws,
		administrative regulations, the provisions of
		the CSRC and these Articles of Association.

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		Article 140 The Company shall establish a
		mechanism for special meetings exclusively
		involving independent directors. Matters such as
		related party transactions to be considered by the
		Board shall be pre-approved by a special meeting
		of independent directors.
		The Company shall convene special meetings of
		independent directors on a regular or irregular
		basis. Matters listed in items (i) to (iii) of the first
		paragraph of Article 138, and Article 139 of these
		Articles of Association shall be considered by a
		special meeting of independent directors.
		The special meetings of independent directors
		may study and discuss other matters of the
		Company as needed.
		The special meetings of independent directors
		shall be convened and presided over by an
		independent director jointly elected by more than
		half of the independent directors. If the convener
		fails to perform or is unable to perform his/her
		duties, two or more independent directors may
		convene the meeting themselves and elect a
		representative to preside over the meeting.
		Minutes of meetings of the special meetings of
		the independent directors shall be prepared in
		accordance with the regulations, and the opinions
		of independent directors shall be recorded in the
		minutes. The independent directors shall sign and
		confirm the minutes.
		The Company shall provide convenience and
		support for the convening of special meetings of
		independent directors.

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APPENDIX I

~~Chapter 9 The Secretary of the Board Article 132 The Company shall have one secretary of the Board, who shall be responsible for the preparation and the preservation of documents of the shareholders’ general meeting and the meeting of the board of directors, the management of the shareholders’ information, and the handling of matters in relation to the information disclosure. The secretary of the Board shall be a senior officer of the Company. The Board may, pursuant to its needs, establish the secretariat of the Board. Article 133 The secretary of the Company’s Board shall be a natural person who has the requisite professional knowledge and experience, and shall be appointed and dismissed by the Board. Article 134 A Director or any other senior management of the Company may concurrently act as secretary to the Board. The accountant whose firm is engaged by the Company shall not act as secretary to the Board. In the case of the secretary to the Board being a director, this person shall not act in both capacities when it requires to be done by a director and a secretary as separate roles. Article 135 The secretary of the Board shall comply with the laws, administrative regulations, departmental rules and the relevant provisions of these Articles of Association. The secretary of the Board shall assist the Company in complying with the relevant laws of the PRC and the rules of the stock exchanges on which the shares of the Company are listed.~~

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APPENDIX I

			Chapter 10 Party Committee	Chapter 10 Party Committee	Chapter 10 Party Committee	Chapter 10 Party Committee	Chapter 10 Party Committee
							Article 141 In accordance with the relevant
							regulations of the Constitution of the Communist
							Party of China (the “Party”), organisations of the
							Party shall be established to carry out the
							activities of the Party. The Party Committee shall
							play the leadership role, setting the right
							direction, keeping in mind the big picture,
							ensuring the implementation of Party policies and
							principles. The Company shall provide the
							necessary conditions for the activities of the Party
							organisations, establish the working organs of the
							Party, equip with sufficient staff to deal with
							Party affairs, and provide sufficient funds for the
							operation of the Party organisations.
	~~Article 136~~ The Company shall set up the Party Committee, which shall consist of one secretary,						Article 142 The Company shall set up the Party Committee, which shall consist of one secretary,
	and several members of the Party Committee.					The	and several members of the Party Committee. The
	Chairman (President) and the party				secretary shall		Chairman (President) and the party secretary shall
	be held by the	same person in principle. Eligible					be held by the same person in principle. Eligible
	Party members are allowed to serve as members						Party members are allowed to serve as members
	of the Board~~, the supervisors committee ~~					and	of the Board and management through legal
	management	through legal	procedures.			The	procedures. The eligible Party Committee
	eligible Party Committee members				in the Board~~,~~		members in the Board and management are
	~~the supervisors committee ~~and		management			are	allowed to join the Party Committee	in
	allowed to	join the Party	Committee			in	accordance with relevant provisions and
	accordance with relevant		provisions			and	procedures. At the same time, the Company shall
	procedures. At	the same time, the		Company shall			establish the Discipline Committee according	to
	establish the Discipline Committee according to						the provisions.
	the provisions.
					Chapter 11		Senior Officers
	~~Article 138~~						Article 144
	⋯⋯						⋯⋯
	Persons assuming administrative				offices other		Persons assuming administrative offices other
	than director	~~and supervisor ~~in the controlling					than director in the controlling shareholder of the
	shareholder of the Company shall not serve as						Company shall not serve as senior officers of the
	senior officers	of the Company.					Company.
	⋯⋯						⋯⋯

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• Article 145 The president shall be accountable to the Board and exercise the following powers: (i) to be in charge of the Company’s operation and management and to organize the implementation of the resolutions of the Board, and to report to the Board;

• (ii) to organize the implementation of the Company’s annual business plan and investment plan;

~~Article 139~~ The president shall be accountable to the Board and exercise the following powers:

• (i) to be in charge of the Company’s operation and management and to organize the implementation of the resolutions of the Board, and to report to the Board;

• (ii) to organize the implementation of the (ii) Company’s annual business plan and investment plan;

• ~~(iii) to sign contracts and agreements on the Company’s behalf and to sign off the documents in connection with the routine administrative work;~~

• (iii) to draft plans for the establishment of an internal management organization in the Company;

  • to draft the Company’s basic management system;

• (iv)

• ~~(iv)~~ to draft plans for the establishment of an internal management organization in the (v) Company; ~~and pursuant to the needs of the operation, to decide on the general~~ (vi) ~~adjustments to the internal structure of the Company;~~

• to formulate specific rules and regulations for the Company;

• to propose the appointment or dismissal of the Company’s vice president(s), the chief financial officer, the chief digital officer, the general counsel (chief compliance officer) and other senior officers;

• ~~(v)~~ to draft the Company’s basic management system;

• ~~(vi)~~ to formulate ~~basic~~ rules and regulations for the Company;

• (vii) to appoint or dismiss management personnel other than those required to be appointed or dismissed by the Board; and

• ~~(vii)~~ to propose the appointment or dismissal of the Company’s vice president(s), the chief financial officer, the chief digital officer, the general counsel (chief compliance officer) and other senior officers;

• (viii) to exercise other powers conferred by the Articles of Association and the Board.

• ~~(viii)~~ to appoint or dismiss management personnel other than those required to be appointed or dismissed by the Board; and

• ~~(ix)~~ to exercise other powers conferred by the Articles of Association and the Board.

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• ~~Article 141~~ The president shall formulate ~~the~~ Article 147 The president shall formulate work rules, subject to the approval by the Board relevant work rules, subject to the approval by the before implementation. Board before implementation. The work rules for the president shall include the The relevant work rules for the president shall following: include the following: (i) conditions, procedures and participants of (i) conditions, procedures and participants of the president’s meetings; the president’s meetings;

• (ii) specific duties and the assignment of (ii) specific duties and the assignment of responsibility for the president and other responsibility for the president and other senior officers; senior officers;

• (iii) usage of capital and assets, authorities to (iii) usage of capital and assets, authorities to enter into major contracts, and the systems enter into major contracts, and the systems for reporting to the Board ~~and the~~ for reporting to the Board; ~~supervisory committee~~ ; (iv) other matters deemed as necessary by the

• (iv) other matters deemed as necessary by the Board. Board.

~~Article 143~~ The president, the vice president, Article 149 The president, the vice president, the chief financial officer, the board secretary, the the chief financial officer, the board secretary, the chief digital officer, the general counsel (chief chief digital officer, the general counsel (chief compliance officer) and other senior officers, in compliance officer) and other senior officers, in performing their functions and powers, shall act performing their functions and powers, shall act honestly and diligently and in accordance with honestly and diligently and in accordance with laws, administrative regulations and these laws, administrative regulations and these Articles of Association. If the senior officers of Articles of Association. The Company shall be the Company violates the laws or breaches the liable for any damages caused to others by the Articles of Association in the course of senior management in the performance of their performing duties, which causes losses to the duties for the Company; the senior management Company, the senior officers shall be liable for who acts intentionally or with gross negligence, damages. he/she shall also bear liability for such damages. If the senior officers of the Company violates the laws, administrative regulations and departmental rules or breaches the Articles of Association in the course of performing duties, which causes losses to the Company, the senior officers shall be liable for damages, and the Company’s Board shall take measures to investigate his/her legal liability.

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	~~Article 134~~ A Director or any other senior management of the Company may concurrently	Article 152 A Director or any other senior management of the Company may concurrently	Article 152 A Director or any other senior management of the Company may concurrently	Article 152 A Director or any other senior management of the Company may concurrently	Article 152 A Director or any other senior management of the Company may concurrently	Article 152 A Director or any other senior management of the Company may concurrently	Article 152 A Director or any other senior management of the Company may concurrently	Article 152 A Director or any other senior management of the Company may concurrently	Article 152 A Director or any other senior management of the Company may concurrently
	act as secretary to the Board. ~~The accountant~~	act as secretary to the Board.
	~~whose firm is engaged by the Company shall not~~	In the case of		the secretary to the Board				being a
	~~act as secretary to the Board.~~	director,	this	person	shall		not act	in	both
	In the case of the secretary to the Board being a	capacities when it requires					to be done		by a
	director, this person shall not act in both	director and a		secretary	as separate roles.
	capacities when it requires to be done by a
	director and a secretary as separate roles.
	~~Article 135~~ The secretary of the Board shall comply with the laws, administrative regulations,	Article 153 The secretary of the Board shall comply with the laws, administrative regulations,
	departmental rules and the relevant provisions of	departmental rules and			the	relevant provisions of
	these Articles of Association. ~~The secretary of the~~	these Articles		of Association.
	~~Board shall assist the Company in complying with~~
	~~the relevant laws of the PRC and the rules of the~~
	~~stock exchanges on which the shares of the~~
	~~Company are listed.~~
	~~Chapter 12~~ ~~Supervisory Committee~~
	~~Article 145~~ ~~Directors, president, vice president,~~
	~~chief financial officer, the board secretary, the~~
	~~chief digital officer, the general counsel (chief~~
	~~compliance officer) and other senior officers of~~
	~~the Company shall not serve concurrently as~~
	~~supervisors.~~
	~~Article 146~~ ~~The term of office of supervisors is~~
	~~three years, renewable upon re- election at its~~
	~~expiry. In the event that the term of a supervisor~~
	~~falls upon maturity whereas new member of the~~
	~~supervisory committee is not re-elected in time or~~
	~~the resignation of any supervisor results in the~~
	~~number of members of the supervisory committee~~
	~~falling below the quorum, the existing supervisor~~
	~~shall continue to perform his duties in accordance~~
	~~with laws, administrative regulations and the~~
	~~Articles~~ ~~of~~ ~~Association~~ ~~until~~ ~~the~~ ~~re-elected~~
	~~supervisor assumes office.~~

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APPENDIX I

~~Article 147 Supervisors shall ensure the truthfulness, accuracy and completeness of the information disclosed by the Company, and shall sign a written confirmation of the periodic report. Supervisors may attend board meetings as nonvoting participants, and make enquiry or suggestion regarding matters to be resolved thereat. Supervisors shall not use their relationship to prejudice the Company’s interests, and shall be liable for indemnification to any loss so caused to the Company. A supervisor who violates any laws, administrative regulations, rules of regulatory authorities or the Articles of Association during the course of performing his duties shall be liable for indemnification to any loss so caused to the Company. Article 148 The supervisory committee shall be composed of 5 members, of which 1 shall be the shareholder representative, 2 employee representatives of the Company and 2 independent supervisors. The employee representative supervisors shall account for at least one third of the total members of the supervisory committee, and the external supervisors (which shall refer to the supervisors who do not take any office in the Company, including independent supervisors) shall account for at least half of the members of the supervisory committee. The supervisory committee shall have one chairman, and the supervisor shall have the term of office of three years and may be re-elected if re-appointed. The appointment or the dismissal of the chairman of the Supervisory Committee shall be passed by more than half of the members of the Supervisory Committee.~~

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~~Article 149 Appointment and removal of supervisors who are not appointed from employee representatives shall be subject to election at the general meeting, while appointment and removal of employee representatives in the supervisory committee shall be subject to democratic election of the staff through employee representatives’ meeting, staff meeting or otherwise by democratic election. Article 150 The chairman of the supervisory committee shall be responsible for the execution of duties of the Board. The chairman of the supervisory committee shall convene and preside over the supervisory committee meetings; where the chairman is unable or fails to fulfill his duties, one supervisor jointly appointed by more than half of supervisors shall convene and preside over the supervisory committee meeting. The supervisory committee meetings are categorized into regular meetings and interim meetings. The supervisory committee shall hold at least one regular meeting in the first and the second half of each year respectively, which shall be convened by the chairman of the supervisory committee. Upon the nomination of any supervisor, interim supervisory committee meeting may be held. No supervisory committee meeting may be held unless attended by more than half of supervisors. Where any supervisor refuses to or fails to attend the meeting, which results in the failure of existence of a statutory quorum in such meeting, other supervisors shall timely report the same to the general meeting or applicable state regulatory organs.~~

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• ~~Article 151 The supervisory committee shall exercise the following powers according to law: (i) to review and provide written opinions on the regular reports of the Company prepared by the Board;~~

• ~~(ii) to examine the Company’s financial situation; to supervise the work of directors and senior~~

• ~~(iii) management and to propose removal of directors and senior management who have violated laws, administrative regulations, the Articles of Association or resolutions of general meetings;~~

• ~~(iv) to demand rectification from a director and a senior officer when the acts of such persons are harmful to the Company’s interest;~~

• ~~(v) to conduct investigation on any abnormality identified in the Company’s business operation or any doubt in financial information such as financial report, business report and profit distribution plan to be submitted by the Board to the general meetings; to engage experts including accounting firm and law office to provide professional assistance, when necessary, at costs of the Company;~~

• ~~(vi) to propose the convening of an extraordinary general meeting, and to convene and preside over the general meeting when the Board fails to perform such duties as specified by the Company Law;~~

• ~~(vii) to deal with and sue directors on the behalf of the Company; and sue directors, senior management pursuant to Article 149 of the Company Law;~~

• ~~(viii) to put forward proposals to general meetings;~~

• ~~(ix) other duties and powers specified by the Articles of Association.~~

• ~~The Company shall bear the expenses necessary for the supervisory committee to perform the above duties.~~

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~~Article 152 The supervisory committee shall formulate the rules of procedure for supervisory committee, specifying the consideration method and voting procedures of meetings in order to ensure its work efficiency and proper decision making. Such rules of procedure, as one of the appendices to the Articles of Association defining the convening and voting procedure of meetings of the supervisory committee, shall be formulated by the supervisory committee, subject to approval by the general meeting.~~

• ~~Article 153 The supervisory committee shall keep minutes of the decisions on matters discussed at the meetings and supervisors who attended the meeting shall sign the minutes of the meeting. The meeting minutes shall include the following: (i) numbering and session, time and venue of the meeting;~~

• ~~(ii) convener and chair of the meeting; (iii) attendance of the meeting; (iv) agenda of the meeting; (v) the proposals considered at the meeting; the gist of speech, key opinions on relevant matters and voting intents for the proposals of supervisors;~~

• ~~(vi) voting method and result in respect of each proposal (provide the number of votes of “for”, ”against” and “abstain” respectively);~~

• ~~(vii) other matters to be recorded in the opinion of the attending supervisors.~~

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~~Meetings minutes shall be signed and confirmed by the attending supervisors. Supervisors shall have the right to request a certain statement in respect of his or her speech at the meeting recorded in the minutes. Where a supervisor holds different opinions on the minutes, written explanation may be made upon signing. If necessary, it shall be timely reported to regulatory authorities or announced through public statements. Where a supervisor neither signs as required by the preceding paragraph nor provides the written explanation for his different opinions or reports to regulatory authorities or gives public statement, the said supervisor shall be deemed as agreeing with the minutes. Meetings minutes of the supervisory committee shall be kept as the archives of the Company permanently. Article 154 The notice of a meeting of the supervisory committee shall contain the following: (i) the date, venue and duration of the meeting; (ii) subjects and the matters proposed to be considered; (iii) the date of issuing the notice.~~

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~~Article 155 The onsite meetings of the supervisory committee (including video meetings) may conduct voting by a show of hands or disclosed ballot. If a Supervisor participates in the onsite meeting through telephone or similar communication equipment, as long as he can make himself heard by the other participants at the meeting and can communicate with them, the Supervisor shall be deemed to be present at the meeting in person. Subject to the protection of supervisors’ rights to sufficiently express their views, the voting on supervisory committee meetings shall be conducted and resolutions made via communication devices, which shall be signed by participating supervisors. The voting procedures via communication devices shall provide for the valid period of voting, and any supervisor failing to express his view within such specified period shall be deemed to have waived his right. ”One person one vote” principle shall be observed in the voting on the supervisory committee meetings, which voting shall be conducted via the means of vote of record or in writing or otherwise. The voting of a supervisor shall be categorized into assent, dissent and abstention. Every participating supervisor shall vote by choosing one of those options, and in the absence of such choice or in the case of choosing two or more options, the meeting chairman shall request such supervisor to make a choice again. If such supervisor refuses to do so as required, he shall be deemed to have waived his right in that regard; any participating supervisor withdrawing from the meeting without returning and without choosing any option shall be deemed to have waived his right. Any supervisory committee meeting resolution shall be adopted by the affirmative vote of more than half of all supervisors. Article 156 Supervisors shall faithfully and diligently carry out their duties as supervisors in accordance with the laws, administrative regulations and provisions of these Articles of Association.~~

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APPENDIX I

Chapter 12 Qualification and Obligations of Directors and Senior Officers of the Company

~~Article 157~~ None of the following persons may Article 154 None of the following persons may serve as a director ~~, supervisor, Presidents,~~ or serve as a director or senior officers of the senior officers of the Company: Company: (i) a person without civil or with restricted (i) a person without civil or with restricted capacity for civil conduct; capacity for civil conduct; (ii) a person who has committed an offence of (ii) a person who has committed an offence of corruption, bribery, infringement of corruption, bribery, infringement of property, misappropriation of property or property, misappropriation of property or sabotaging of the social economic order and sabotaging of the social economic order and has been punished because of committing has been punished because of committing such criminal offence; or who has been such criminal offence; or who has been deprived of his political rights, ~~in each case~~ deprived of his political rights, where less where less than five (5) years have elapsed than five (5) years have elapsed since the since the date of the completion of date of the completion of implementation of implementation of such punishment or such punishment or deprivation; or who has deprivation; been granted probation, where less than two (iii) a person who is a former director, factory (2) years have elapsed since the date of manager or manager of a company or expiration of such probation; enterprise which has entered into insolvent (iii) a person who is a former director, factory liquidation ~~because of mismanagement~~ and manager or manager of a company or he is personally liable for the insolvency of enterprise which has entered into insolvent such company or enterprise, where less than liquidation and he is personally liable for three (3) years have elapsed since the date of the insolvency of such company or the completion of the insolvency and enterprise, where less than three (3) years liquidation of the Company or enterprise; have elapsed since the date of the (iv) a person who is a former legal representative completion of the insolvency and liquidation of a company or enterprise which had its of the Company or enterprise; business licence revoked or is ordered to (iv) a person who is a former legal representative close down due to a violation of the law and of a company or enterprise which had its who incurred personal liability, where less business licence revoked or is ordered to than three (3) years has elapsed since the close down due to a violation of the law and date of the revocation of the business who incurred personal liability, where less licence; than three (3) years has elapsed since the (v) a person who has a relatively large amount date of the revocation of the business of personal debts due and outstanding; licence or order to close down; ~~(vi) a person who is under criminal investigation~~ (v) a person who has a relatively large amount ~~or prosecution by judicial organs for~~ of personal debts due and outstanding, and ~~violation of the criminal law, which is not~~ is listed as a judgment defaulter by the ~~yet concluded;~~ people’s court; ~~(vii) a person who is not eligible for enterprise~~ (vi) the person is currently subject to the ~~leadership according to laws and~~ measure of being prohibited from ~~administrative regulations;~~ participating in securities market by the CSRC and such barring period has not elapsed; (vii) persons who have been publicly identified by stock exchange to be unsuitable for serving as the director and senior management of a listed company and the term has not expired;

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~~(viii) a non-natural person; or~~

• ~~(ix) a person convicted of the contravention of provisions of relevant securities regulations by a relevant competent authority, and such conviction involves a finding that he has acted fraudulently or dishonestly, where less than five (5) years has elapsed since the date of the conviction;~~

• ~~(x)~~ the person is currently subject to the measure of being prohibited from participating in securities market by the CSRC and such barring period has not elapsed;

(viii) other situations as stipulated by the laws, administrative regulations, departmental rules, or provisions of the securities supervisory authorities or stock exchanges of the place where the Company is listed. For any election of a director or appointment of senior officers in contravention of the provisions prescribed by this Article, such election or appointment shall be void and null. Where a director or senior officer falls into any of the aforesaid circumstances in his term of office, he shall be removed from office and suspended from performing his duties.

• ~~(xi) other circumstances specified by the laws, administrative regulations and rules of~~

~~regulatory authorities or required by the applicable securities regulators and stock exchange(s).~~

For any election of a director ~~, supervisors,~~ or appointment of ~~president or other~~ senior officers in contravention of the provisions prescribed by this Article, such election or appointment shall be void and null. Where a director ~~, supervisors, president~~ or ~~other~~ senior officer ~~s~~ falls into any of the aforesaid circumstances in his term of office, he shall be removed from office.

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• ~~Article 158~~ Directors ~~, supervisors, presidents~~ Article 155 Directors and senior officers of the and ~~other~~ senior officers of the Company shall be Company shall be in compliance with the laws in compliance with the laws and administrative and administrative regulations and shall owe the regulations and shall owe the following duties of following duties of care to the Company (they care to the Company: shall fulfill their obligations with reasonable care (i) to exercise the rights conferred by the generally due to managers in the best interests of Company with due discretion, care and the Company): diligence to ensure the business operations (i) to exercise the rights conferred by the of the Company comply with the state’s Company with due discretion, care and laws, administrative regulations and diligence to ensure the business operations economic policies, not going beyond the of the Company comply with the state’s scope of business specified in the laws, administrative regulations and Company’s business license; economic policies, not going beyond the

• (ii) to treat all shareholders impartially; scope of business specified in the (iii) to keep informed of the business operations Company’s business license; and management of the Company; (ii) to treat all shareholders impartially;

• (iv) to sign the written confirmation with respect (iii) to keep informed of the business operations to the periodic reports of the Company and and management of the Company; to ensure the information disclosed by the (iv) to sign the written confirmation with respect Company is true, accurate and complete; to the periodic reports of the Company and

• (v) to honestly provide the ~~supervisory~~ to ensure the information disclosed by the ~~committee~~ with relevant information, and Company is true, accurate and complete; not to interfere with the ~~supervisory~~ (v) to honestly provide the audit committee with ~~committee or supervisors~~ in performing relevant information, and not to interfere their duties and powers; with the audit committee in performing its

• (vi) to fulfill other fiduciary obligations duties and powers; stipulated by the laws, administrative (vi) to fulfill other fiduciary obligations regulations, rules of regulatory authorities stipulated by the laws, administrative and these Articles of Association. regulations, rules of regulatory authorities and these Articles of Association.

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~~Article 159~~ Each of the Company’s directors ~~,~~ Article 156 Each of the Company’s directors ~~supervisors, presidents~~ and ~~other~~ senior officers and senior officers shall bear the following shall bear the following obligations of loyalty obligations of loyalty towards the Company when towards the Company when exercise his powers exercise his powers or perform his duties, and or perform his duties: shall take measures to avoid conflicts between ~~(i) not to enter into contracts or conduct~~ their personal interests and the interests of the ~~transactions with the Company in violation~~ Company, and shall not use their authority to seek ~~of the Articles of Association or without the~~ improper benefits: ~~approval of the shareholders’ general~~ (i) not to misappropriate the properties of the ~~meeting;~~ Company and misappropriate the funds of ~~(ii) not to exploit his position to accept bribes or~~ the Company; ~~other illegal income or seize the Company’s~~ (ii) not to deposit the Company’s funds in any ~~property by any means;~~ accounts opened in their names or in the (iii) not to accept commissions in connection name of any other individuals; with the Company’s transactions; (iii) not to abuse their powers to accept bribes or (iv) not to exploit his position to advance his other illegal income; own or any other person’s private benefits (iv) not to directly or indirectly enter into from those business opportunities contracts or conduct transactions with the advantageous to the Company, not to Company without reporting to the Board of self-execute or execute for others the similar Directors or shareholders’ general meeting business activities, not to compete with the and without being passed by the Board of Company in any form ~~unless with the~~ Directors or shareholders’ general meeting ~~informed consent of shareholders given in~~ by resolutions in accordance with the ~~general meeting~~ ; provisions of these Articles of Association; ~~(v) not to misappropriate the Company’s funds~~ (v) not to exploit his position to advance his ~~and not to open accounts in his own name or~~ own or any other person’s private benefits ~~other names for the deposit of the~~ from those business opportunities ~~Company’s assets or funds;~~ advantageous to the Company, but except (vi) not to lend the Company’s funds to others or where such business opportunities have been provide a guarantee to a shareholder of the reported to the Board of Directors or Company or other individuals with the shareholders’ general meeting and passed by Company’s assets in violation of the Articles resolutions of the shareholders’ general of Association or without consent of the meeting, or where the Company is unable to general meetings or the Board; take advantage of such business (vii) not to prejudice the Company’s interests opportunities in accordance with the laws, with its connected relationship; administrative regulations or these Articles (viii) not to disclose the Company’s secrets of Association; without authorization; and

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~~(ix)~~ to fulfill other fiduciary duty stipulated by (vi) not to operate any business for themselves the laws, administrative regulations, rules of or others which is of the same type as the regulatory authorities and the Articles of Company’s business without reporting to the Association. Board of Directors or shareholders’ general Gains obtained by the directors ~~, supervisors, the~~ meeting and being passed by resolutions of ~~president~~ and ~~other~~ senior officers of the the shareholders’ general meeting; Company in violation of this Article shall be (vii) not to accept commissions in connection counted in the interest of the Company and any with the Company’s transactions; loss incurred to the Company shall be (viii) not to disclose the Company’s secrets compensated. without authorization; (ix) not to prejudice the Company’s interests with its connected relationship; (x) not to lend the Company’s funds to others or provide a guarantee to a shareholder of the Company or other individuals with the Company’s assets in violation of the Articles of Association or without consent of the general meetings or the Board; (xi) to fulfill other fiduciary duty stipulated by the laws, administrative regulations, rules of regulatory authorities and the Articles of Association. Gains obtained by the directors and senior officers of the Company in violation of this Article shall be counted in the interest of the Company and any loss incurred to the Company shall be compensated. When the close relatives of the directors and senior management, the enterprises directly or indirectly controlled by the directors and senior management or their close relatives, and the related persons who have other connected relationships with the directors and senior management enter into contracts or conduct transactions with the Company, the provisions in item (4) of the second paragraph of this Article shall apply.

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Chapter 13 Financial and Accounting System, Profit Distribution and Auditing

~~Article 164~~ The Company shall deliver and disclose its annual reports to or on the CSRC and the stock exchange within four months from the conclusion of each accounting year. It shall deliver and disclose its interim reports to the branch organizations of the CSRC and the stock exchange within two months from conclusion of the first half of each accounting year. And it shall disclose its quarterly reports in accordance with the time specified by the stock exchange. The Company shall follow other regulations as required by the listing rules in the jurisdiction where its shares are listed. The above periodic reports shall be prepared in accordance with applicable laws.

~~Article 165~~ Save for the statutory books of account, the Company will not maintain other books of account. ~~Assets of~~ the Company shall not be maintained by any account opened in the name of an individual.

Article 161 The Company shall deliver and disclose its annual reports to or on the dispatched agencies of CSRC and the stock exchange within four months from the conclusion of each accounting year. It shall deliver and disclose its interim reports to the branch organizations of the CSRC and the stock exchange within two months from conclusion of the first half of each accounting year. And it shall disclose its quarterly reports in accordance with the time specified by the stock exchange. The Company shall follow other regulations as required by the listing rules in the jurisdiction where its shares are listed. The above periodic reports shall be prepared in accordance with applicable laws.

Article 162 Save for the statutory books of account, the Company will not maintain other books of account. Funds of the Company shall not be maintained by any account opened in the name of an individual.

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~~Article 166~~ The Company shall allocate 10% of its profits to the statutory reserve of the Company when distributing its after-tax profits for the year, provided that no further appropriation is required if the accumulated statutory reserve exceeds 50% of the registered capital of the Company. If the Company’s statutory common reserve fund is not sufficient to make up the Company’s loss for the preceding year, before making allocations to the statutory common reserve fund pursuant to the foregoing paragraph, the profits for the relevant year shall be used to make up the loss first.

Upon making an allocation to the statutory common reserve fund from the after-tax profits and upon being resolved by the shareholders in the general meeting, the Company may allocate part of the after-tax profits to the discretionary reserve.

Article 163 The Company shall allocate 10% of its profits to the statutory reserve of the Company when distributing its after-tax profits for the year, provided that no further appropriation is required if the accumulated statutory reserve exceeds 50% of the registered capital of the Company.

If the Company’s statutory common reserve fund is not sufficient to make up the Company’s loss for the preceding year, before making allocations to the statutory common reserve fund pursuant to the foregoing paragraph, the profits for the relevant year shall be used to make up the loss first.

Upon making an allocation to the statutory common reserve fund from the after-tax profits and upon being resolved by the shareholders in the general meeting, the Company may allocate part of the after-tax profits to the discretionary reserve.

reserve.	reserve.
Upon making up for the losses incurred and allocating to the statutory reserve, the balance of the profits shall be distributed to the shareholders in proportion to their respective shareholding, save for distribution which is not made in proportion to shareholding as specified in these Articles of Association. ~~If the aforementioned regulations are violated at~~ ~~the~~ ~~general~~ ~~meeting~~ ~~where~~ ~~the~~ ~~Company~~ ~~distributes profits to the shareholders prior to~~ ~~making~~ ~~up~~ ~~for~~ ~~losses~~ ~~and~~ ~~allocating~~ ~~to~~ ~~the~~ ~~statutory reserve, the shareholders shall return to~~ ~~the Company the profits distributed as a result of~~ ~~violation of the regulations.~~ The shares of the Company owned by the Company shall not form part of the profits distribution.	Upon making up for the losses incurred and allocating to the statutory reserve, the balance of the profits shall be distributed to the shareholders in proportion to their respective shareholding, save for distribution which is not made in proportion to shareholding as specified in these Articles of Association. If the shareholders’ general meeting, in violation
	of the Company Law, distributes profits to the
	shareholders, the shareholders shall return the
	profits distributed in violation of the regulations
	to the Company. In the event of any loss caused to
	the Company, the shareholders and the
	responsible directors and senior management
	shall be liable for compensation. The shares of the Company owned by the Company shall not form part of the profits distribution.

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	~~Article 169~~ The common reserve funds can ~~only~~ be used to make up the loss of the Company, to	Article 166 The common reserve funds can be used to make up the loss of the Company, to
	expand the scale of operation of the Company or	expand the scale of operation of the Company or
	to enlarge the Company’s capital. ~~However,~~ ~~capital reserve shall not be applied to make up for~~ ~~the losses of the Company.~~ When the statutory common reserve fund is	to enlarge the Company’s registered capital. When the common reserve fund is used to make up the Company’s losses, the discretionary common reserve fund and statutory common
	transferred to the Company’s capital, the amount	reserve fund shall be first used; if the losses still
	of the statutory common reserve fund to be	can not be covered, the capital reserve fund may
	retained shall not be less than 25% of the	be used according to provisions.
	Company’s registered capital before the transfer.	When the statutory common reserve fund is
		transferred to the Company’s registered capital,
		the amount of the statutory common reserve fund
		to be retained shall not be less than 25% of the
		Company’s registered capital before the transfer.
	~~Article 177~~ The Company maintains an internal audit system, ~~with professional audit personnel~~ ~~performing internal audit on the financial income~~ ~~and expenses and economic activities of the~~ ~~Company.~~ The internal audit system ~~and the responsibilities~~	Article 174 The Company maintains an internal audit system, which specifies the leadership system, duties and responsibilities, staffing, financial assurance, application of audit results and accountability for internal audit work. The internal audit system shall be implemented
	~~of the audit personnel ~~shall be implemented upon the approval of the Board. ~~The head of audit shall~~ ~~be accountable and report to the Board.~~	upon the approval of the Board and disclosed to the public.
		Article 175 The internal audit institution of the
		Company conducts supervision and inspection of
		the business activities, risk management, internal
		control, financial information and other matters
		of the Company.
		Article 176 The internal audit institution shall
		be accountable to the Board of Directors.
		In the course of supervising and inspecting the
		Company’s business activities, risk management,
		internal control, and financial information, the
		internal audit institution shall accept the
		supervision and guidance of the audit committee.
		Should the internal audit institution discover any
		significant issues or clues, it shall report directly
		to the audit committee immediately.

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											Article 177 The internal audit institution is
											responsible for the specific organisation and
											implementation of the Company’s internal control
											evaluation. The Company shall issue its annual
											internal control evaluation report based on the
											evaluation report issued by the internal audit
											institution and reviewed by the audit committee
											and relevant materials.
											Article 178 When the audit committee
											communicates with external audit units such as
											accounting firms and national audit authorities,
											the internal audit institution shall actively
											cooperate and provide necessary support and
											collaboration.
											Article 179 The audit committee participates in
											the appraisal of the person in charge of internal
											audit.
	~~Article 179~~ The the Company				appointment of accountants’ shall be determined at					by a	Article 181 The appointment and dismissal of accountants’ by the Company shall be submitted
	shareholders’			general		meeting, and the			Board		to the Board of Directors for consideration after
	shall	not engage			an accounting firm before any						the approval by a majority of all members of the
	resolution adopted at					a shareholders’		general			audit committee and determined at a
	meeting.										shareholders’ general meeting, and the Board
											shall not engage an accounting firm before any
											resolution adopted at a shareholders’ general
											meeting.

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Chapter 14 Merger and Division of the Company

~~Article 183~~ The Company may conduct merger Article 185 The Company may conduct merger or division by means of absorption merger or the or division by means of absorption merger or the establishment of a new entity. Absorption means a establishment of a new entity. Absorption means a company absorbs another company and the company absorbs another company and the absorbed company will be dissolved. Otherwise, absorbed company will be dissolved. Otherwise, two or more companies will combine together for two or more companies will combine together for the establishment of a new company, and the the establishment of a new company, and the original companies will be dissolved. original companies will be dissolved. In a merger, parties to the merger shall sign a Subject to the listing rules of the place where the merger agreement and prepare a balance sheet and Company is listed, if the consideration paid by an inventory of assets. The Company shall notify the Company for the merger does not exceed 10% its creditors within ten days, and make an of the Company’s net assets, a resolution of the announcement on the merger on the newspapers shareholders’ general meeting is not required. prescribed by the stock exchange(s) on which Mergers conducted in accordance with the shares of the Company are listed within thirty preceding paragraphs without a resolution of the days, from the date of passage of the resolution shareholders’ general meeting must be approved on the merger. Creditors may, within thirty days by a resolution of the Board of Directors. upon receipt of the notification, (or for creditors In a merger, parties to the merger shall sign a who have not received such notification, within merger agreement and prepare a balance sheet and forty-five days after the date of announcement), an inventory of assets. The Company shall notify request the Company to make repayments or its creditors within ten days, and make an provide corresponding guarantees in respect of its announcement on the merger on the newspapers indebtedness. prescribed by the stock exchange(s) on which The claims and the liabilities of all the parties shares of the Company are listed or the National ~~after~~ the merger shall be assumed by the surviving Enterprise Credit Information Publicity System company after the merger or the newly within thirty days, from the date of passage of the established company. resolution on the merger. Creditors may, within thirty days upon receipt of the notification, (or for creditors who have not received such notification, within forty-five days after the date of announcement), request the Company to make repayments or provide corresponding guarantees in respect of its indebtedness. The claims and the liabilities of all the parties upon the merger shall be assumed by the surviving company after the merger or the newly established company.

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~~Article 184~~ In a division, the assets of the Article 186 In a division, the assets of the Company shall be divided accordingly. Company shall be divided accordingly. Upon division, the balance sheet and a list of Upon division, the balance sheet and a list of property shall be prepared. The Company shall property shall be prepared. The Company shall notify its creditors within ten days, and make an notify its creditors within ten days, and make an announcement on the division on the newspapers announcement on the division on the newspapers prescribed by the stock exchange(s) on which prescribed by the stock exchange(s) on which shares of the Company are listed within thirty shares of the Company are listed or the National days, from the date of passage of the resolution Enterprise Credit Information Publicity System on the division. within thirty days, from the date of passage of the The indebtedness of the Company prior to the resolution on the division. division shall be borne by the demerged The indebtedness of the Company prior to the companies under the agreement reached unless division shall be borne by the demerged otherwise agreed between the Company and its companies under the agreement reached unless creditors under a written agreement in relation to otherwise agreed between the Company and its the settlement of debts prior to the division. creditors under a written agreement in relation to the settlement of debts prior to the division.

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• Chapter 15 Dissolution and Liquidation of the Company

• ~~Article 186~~ The Company shall be dissolved and Article 188 The Company shall be dissolved and liquidated upon the occurrence of any of the liquidated upon the occurrence of any of the following events: following events: (i) the term of operation of the Company (i) the term of operation of the Company expires or other dissolution reasons expires or other dissolution reasons stipulated herein emerges; stipulated herein emerges;

• (ii) a resolution on dissolution has been passed (ii) a resolution on dissolution has been passed at a shareholders’ general meeting; at a shareholders’ general meeting;

• (iii) the Company has to be dissolved as a result (iii) the Company has to be dissolved as a result of its merger or division; of its merger or division;

• (iv) the business license has been cancelled or (iv) the business license has been cancelled or the Company has been ordered to close the Company has been ordered to close down its operations, or it has been wound down its operations, or it has been wound up; up;

• (v) a shareholder who holds more than 10% of (v) a shareholder who holds more than 10% of the voting rights of all shareholders may the voting rights of all shareholders may petition the people’s court to dissolve the petition the people’s court to dissolve the Company on the basis that there are serious Company on the basis that there are serious difficulties in the operation and management difficulties in the operation and management of the Company whose subsistence will of the Company whose subsistence will significantly jeopardize the shareholders’ significantly jeopardize the shareholders’ interests and that such difficulties cannot be interests and that such difficulties cannot be resolved by any other means. resolved by any other means. Upon the occurrence of events of dissolution specified in the preceding paragraph, the Company shall publicize the events of dissolution through the National Enterprise Credit Information Publicity System within 10 days.

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~~Article 187~~ If the Company shall subsist by Article 189 If the Company shall subsist by modifying the Articles of Association under the modifying the Articles of Association or by circumstance specified in paragraph (1) of Article resolution of shareholders’ general meeting under 177 hereof. The amendment to the Articles of the circumstance specified in paragraph (1) of Association according to the requirements of the Article 177 hereof and the Company has not preceding Article shall be passed by over two distributed any property to its shareholders. The thirds of voting rights held by shareholders who amendment to the Articles of Association attended the Shareholders’ general meeting. according to the requirements of the preceding If the Company is dissolved pursuant to Article shall be passed by over two thirds of paragraphs (1), (2), (4) and (5) of Article 177 voting rights held by shareholders who attended hereof, ~~a liquidation team shall be formed to start~~ the Shareholders’ general meeting. ~~the liquidation within fifteen days from the date~~ If the Company is dissolved pursuant to ~~on which the causes for dissolution arise. The~~ paragraphs (1), (2), (4) and (5) of Article 177 ~~liquidation team shall be composed of the~~ hereof, it shall be liquidated. Directors shall be ~~personnel designated by directors or at a~~ the liquidation obligors of the Company, and a ~~shareholders’ general meeting. If no liquidation~~ liquidation committee shall be established within ~~team is formed for the purpose of liquidation~~ 15 days from the date of occurrence of events ~~within the time limit, a creditor may lodge an~~ giving rise to dissolution. The members of such ~~application to the people’s court for designating~~ liquidation committee shall be directors, unless ~~the relevant persons to form the liquidation team~~ otherwise stipulated in these Articles of ~~in respect of the liquidation.~~ Association or otherwise selected by a resolution of the shareholders’ general meeting. If a liquidation obligor fails to perform his/her liquidation obligations in a timely manner and causes losses to the Company or the creditors, such liquidation obligor shall be liable for compensation.

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~~Article 188~~ The liquidation committee shall Article 190 The liquidation committee shall notify the creditors within 10 days from its notify the creditors within 10 days from its establishment, and shall make an announcement establishment, and shall make an announcement in the newspaper within 60 days. Creditors shall in the newspaper prescribed by the stock report its claims to the liquidation team within exchange(s) on which shares of the Company are thirty days after the date of receipt of the notice, listed or the National Enterprise Credit or within forty- five days after the date of the Information Publicity System within 60 days. announcement if no notice is received. In Creditors shall report its claims to the liquidation reporting a claim, a creditor shall explain the team within thirty days after the date of receipt of relevant particulars of its claim and provide the notice, or within forty- five days after the date supporting materials. The liquidation committee of the announcement if no notice is received. In shall proceed with the registration of creditors’ reporting a claim, a creditor shall explain the rights. relevant particulars of its claim and provide During the period of reporting claims, the supporting materials. The liquidation committee liquidation committee shall make no settlement shall proceed with the registration of creditors’ with creditors. rights.

During the period of reporting claims, the liquidation committee shall make no settlement with creditors.

~~Article 189~~ The liquidation committee shall Article 191 The liquidation committee shall exercise the following functions and powers exercise the following functions and powers during the liquidation: during the liquidation: (i) to deal with the Company’s assets and (i) to deal with the Company’s assets and prepare a balance sheet and an inventory of prepare a balance sheet and an inventory of assets; assets; (ii) to notify the creditors or inform them by (ii) to notify the creditors or inform them by making a public announcement; making a public announcement; (iii) to ~~handle~~ and liquidate the outstanding (iii) to ~~handle~~ allocate and liquidate the business of the Company; outstanding business of the Company; ⋯⋯ ⋯⋯

~~Article 191~~ If it is found by the liquidation Article 193 If it is found by the liquidation committee that the Company’s assets are committee that the Company’s assets are insufficient to cover the debts to be repaid after insufficient to cover the debts to be repaid after dealing with the Company’s assets and dealing with the Company’s assets and preparation of a balance sheet and an inventory of preparation of a balance sheet and an inventory of assets, it should ~~forthwith~~ apply to the People’s assets, it should apply to the People’s Court for Court for the declaration of the Company’s the declaration of the Company’s bankruptcy in bankruptcy. Where the Company is declared accordance with the laws. Where the Company is bankrupt according to law, it shall carry out declared bankrupt according to law, it shall carry bankruptcy liquidation in accordance with out bankruptcy liquidation in accordance with relevant enterprise bankruptcy laws. relevant enterprise bankruptcy laws. After the People’s Court ~~has ruled to declare the~~ After the People’s Court accepts the bankruptcy ~~Company bankrupt~~ , the liquidation committee application, the liquidation committee should should transfer the liquidation matters to the transfer the liquidation matters to the bankruptcy People’s Court. administrator designed by the People’s Court.

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~~Article 192~~ After the liquidation of the Article 194 After the liquidation of the Company, the liquidation committee should Company, the liquidation committee should prepare a liquidation report and it shall be prepare a liquidation report and it shall be presented to the shareholders’ general meeting or presented to the shareholders’ general meeting or the People’s Court for confirmation, deliver it for the People’s Court for confirmation, deliver it for registration with the company registration registration with the company registration authority for the cancellation of the registration authority for the cancellation of the registration of the Company ~~, and make a public announcement~~ of the Company. ~~concerning the termination of the Company. Article 193~~ The members of the liquidation Article 195 The members of the liquidation team team shall ~~act diligently and~~ perform their shall perform their obligations of liquidation and obligations of liquidation ~~according to law. No~~ have the obligations of fiduciary and diligence. ~~member of the liquidation team shall accept any~~ The members of the liquidation committee shall ~~bribes or any other illegal income by making use~~ bear the liability for damages suffered by the ~~of his functions and powers; neither could he~~ Company due to their negligence in performing ~~seize any property of the Company.~~ the liquidation duties, and shall be responsible for ~~A member of the liquidation team~~ shall be compensation should he, deliberately or due to responsible for compensation should he, major negligence, bring losses to the creditor. deliberately or due to major negligence, bring losses to the ~~Company or to a~~ creditor. Chapter 16 Procedures for Amending the Articles of Association of the Company ~~Article 194~~ The Company may amend these Article 196 The Company may amend these Articles of Association in accordance with the Articles of Association in accordance with the provisions of laws, administrative regulations and provisions of laws, administrative regulations and these Articles of Association. The Company ~~shall~~ these Articles of Association. The Company will amend the Articles of Association under any of amend the Articles of Association under any of the following circumstances: the following circumstances: ⋯⋯ ⋯⋯ (iii) Amendments to the Articles of Association (iii) Amendments to the Articles of Association are resolved at a shareholders’ general meeting. are resolved at a shareholders’ general meeting. Chapter 17 Notice and Announcement ~~Article 199~~ Unless otherwise stipulated herein, Article 201 Unless otherwise stipulated herein, the manners by which notices are given as the manners by which notices are given as stipulated in the preceding article shall be stipulated in the preceding article shall be applicable to notices of the Company regarding applicable to notices of the Company regarding the convening of ~~shareholders’ general meetings~~ the convening of meetings of the Board of ~~and~~ meetings of the Board of Directors ~~and the~~ Directors. ~~Supervisory Committee~~ .

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APPENDIX I

Chapter 18 Supplementary Provisions

~~Article 205~~ The right to interpret these Articles Article 207 The right to interpret these Articles of Association shall reside in the Board. The right of Association shall reside in the Board. The right to amend these Articles of Association shall to amend these Articles of Association shall reside in the shareholders’ general meetings. reside in the shareholders’ general meetings. Supplementary provisions herein include the rules Supplementary provisions herein include the rules of procedure for general meeting ~~,~~ the rules of of procedure for general meeting and the rules of procedure for Board of Directors ~~and the rules of~~ procedure for Board of Directors. The Board of ~~procedure for the supervisory committee~~ . The Directors may formulate the Articles of Board of Directors may formulate the Articles of Association according to the requirements of the Association according to the requirements of the Association. The Articles of Association shall not Association. The Articles of Association shall not contravene the requirement s of the Association. contravene the requirements of the Association. ~~Article 206~~ “Controlling shareholder” referred Article 208 “Controlling shareholder” referred to herein shall mean any person who is or group to herein shall mean any person who is or group of persons who are together entitled to exercise or of persons who are together entitled to exercise or control the exercise of 30% (or such other amount control the exercise of 30% (or such other amount as may from time to time be specified in the as may from time to time be specified in the applicable regulations on the supervision of applicable regulations on the supervision of securities of the place where the Company is securities of the place where the Company is listed as being the level for triggering a listed as being the level for triggering a mandatory general offer or for otherwise mandatory general offer or for otherwise establishing legal or management control over the establishing legal or management control over the Company) or more of the voting power at general Company) or more of the voting power at general meetings of the Company or who is or are in a meetings of the Company or who is or are in a position to control the composition of a majority position to control the composition of a majority of the Board. of the Board. “Connected relationship” referred to herein shall A de facto controller refers to a natural person, mean the relationship between a controlling legal person or other organisation which can shareholder, de facto controller, director ~~,~~ effectively control the Company through ~~supervisor~~ or senior officer of the Company and investments, agreements or other arrangements. its directly or indirectly controlled enterprise and “Connected relationship” referred to herein shall other relationships which may result in the mean the relationship between a controlling transfer of the Company’s interests. However, shareholder, de facto controller, director or senior state- owned enterprises may have connected officer of the Company and its directly or relationships not merely because they are under indirectly controlled enterprise and other common control of the State. relationships which may result in the transfer of “The above”, “within” ~~, “the following”~~ shall be the Company’s interests. However, state- owned inclusive of the stated figure; while “other than”, enterprises may have connected relationships not “lower than”, “more than” are not inclusive of the merely because they are under common control of stated figure. the State.

“The above”, “within” shall be inclusive of the stated figure; while ”over”, “other than”, “lower than”, “more than” are not inclusive of the stated figure.

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APPENDIX I

DETAILS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Notes:

1. Apart from the amendments shown in the table above, the serial numbers of the corresponding articles of the Articles of Association are being amended simultaneously.

2. Provisions that solely change the Chinese term “股東大會” to “股東會” are not listed separately.

3. In any event of inconsistency, the Chinese language text of these rules shall prevail over the English language text.

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APPENDIX II DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR GENERAL MEETINGS

Details of proposed amendments to the Procedural Rules for General Meetings, with amendments underlined:

Original Articles		Amended Articles
Article 2 The Company shall convene the shareholder’s general meeting strictly pursuant to the laws, administrative regulations, the Articles of Association and these Rules to ensure that the shareholders can legally exercise their rights according to law. The Company’s Board shall effectively perform its duties and earnestly organize the meeting as scheduled. All Directors shall carry out their duties diligently and faithfully to ensure that the shareholder’s general meeting will be convened as usual and exercise its authority according to law. The secretary of the Board of the Company is responsible for the preparation and organization matters for convening the shareholder’s general meeting.	Article 2 relating to

The Company’s Board shall effectively perform its duties and earnestly organize the meeting as scheduled. All Directors shall carry out their duties diligently and faithfully to ensure that the shareholder’s general meeting will be convened as usual and exercise its authority according to law. The secretary of the Board of the Company is responsible for the preparation and organization matters for convening the shareholder’s general meeting.

These Rules are applicable to the shareholder’s general meeting of the Company, and binding upon the Company, all shareholders, authorized proxies of shareholders, directors, ~~supervisors,~~ senior management and other relevant personnel who attend the shareholder’s general meeting.

These Rules are applicable to the shareholder’s general meeting of the Company, and binding upon the Company, all shareholders, authorized proxies of shareholders, directors, senior management and other relevant personnel who attend the shareholder’s general meeting.

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DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR GENERAL MEETINGS

APPENDIX II

Original Articles Amended Articles Article 3 The shareholder’s general meeting Article 3 Comprised by all shareholders, the shall be the Company’s organ of authority and shareholder’s general meeting shall be the shall exercise its functions and powers within the Company’s organ of authority and shall exercise scope defined by the Company Law and the its functions and powers within the scope defined Articles of Association. by the Company Law and the Articles of Any shareholder legally holding the Company’s Association. voting shares shall be entitled to attend in person Any shareholder legally holding the Company’s or authorize a proxy to attend the shareholder’s voting shares shall be entitled to attend in person general meeting and enjoy various rights such as or authorize a proxy to attend the shareholder’s the right to know, the right to speak, the right to general meeting and enjoy various rights such as inquire and the right to vote pursuant to the laws the right to know, the right to speak, the right to and these Rules. inquire and the right to vote pursuant to the laws Shareholders and their authorized proxies and these Rules. attending the shareholder’s general meetings shall Shareholders and their authorized proxies observe the provisions of relevant laws and attending the shareholder’s general meetings shall regulations, the Articles of Association and these observe the provisions of relevant laws and Rules, and consciously maintain the order of the regulations, the Articles of Association and these meeting, and shall not infringe upon the Rules, and consciously maintain the order of the legitimate rights and interests of other meeting, and shall not infringe upon the shareholders. legitimate rights and interests of other shareholders.

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DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR GENERAL MEETINGS

APPENDIX II

• Original Articles Amended Articles

• Article 4 Shareholders’ general meetings are Article 4 Shareholders’ general meetings are divided into annual general meetings and divided into annual general meetings and extraordinary general meetings. Shareholders’ extraordinary general meetings. Shareholders’ general meetings are required to be held once general meetings are required to be held once every year within six months after the end of the every year within six months after the end of the previous accounting year. ~~The Company shall~~ previous accounting year. ~~convene extraordinary meetings from time to time~~ In any of the following circumstances, the Board ~~and shall call an extraordinary shareholder’s~~ shall convene an extraordinary general meeting ~~general meeting within two months from the date~~ within two months from the date thereof: ~~of the occurrence of any of the following~~ (i) when the number of Directors is less than ~~circumstances:~~ the number of directors required by the (i) when the number of Directors is less than Company Law or two-thirds of the number the number of directors required by the of directors specified in the Articles of Company Law or two-thirds of the number Association; of directors specified in the Articles of (ii) when the unrecovered losses of the Association; Company amount to one third of the total

• (ii) when the unrecovered losses of the amount of its share capital; Company amount to one third of the total (iii) the shareholders individually or jointly amount of its share capital; holding more than ten percent of total voting

• (iii) the shareholders individually or jointly shares issued of the Company make a holding more than ten percent ~~(inclusive)~~ of written request of convening an total voting shares issued of the Company extraordinary general meeting in writing; make a written request of convening an (iv) when deemed necessary by the Board or as extraordinary general meeting in writing; requested by the Audit Committee;

• (iv) when deemed necessary by the Board or as (v) more than half of the independent directors, requested by the ~~supervisory committee~~ ; which shall not be less than two, propose the

• (v) more than half of the independent directors, convening of such meeting. which shall not be less than two, propose the (vi) other cases as required by laws, convening of such meeting. administrative regulations, rules of

• (vi) other cases as required by laws, regulatory authorities, listing rules where administrative regulations, rules of the Company is listed or the Articles of regulatory authorities, listing rules where Association. the Company is listed or the Articles of If the Company is unable to hold a shareholder’s Association. general meeting in the aforesaid period, it shall

• If the Company is unable to hold a shareholder’s report to the branch office of China Securities general meeting in the aforesaid period, it shall Regulatory Commission (the “ CSRC ”) at the report to the branch office of China Securities place where the Company is located and the stock Regulatory Commission (the “ CSRC ”) at the exchange where the Company’s shares are listed place where the Company is located and the stock (the “ stock exchange ”) explaining the reason and exchange where the Company’s shares are listed issue an announcement. (the “ stock exchange ”) explaining the reason and issue an announcement.

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DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR GENERAL MEETINGS

APPENDIX II

Original Articles Amended Articles Article 7 Independent directors shall have the Article 7 With the consent of a simple majority, right to propose to the Board of Directors the independent directors shall have the right to convening of an extraordinary general meeting. propose to the Board of Directors the convening With respect to this proposal, the Board of of an extraordinary general meeting. With respect Directors shall, in accordance with laws, to this proposal, the Board of Directors shall, in administrative regulations and the Articles of accordance with laws, administrative regulations Association, bring forward a feedback opinion in and the Articles of Association, bring forward a writing, within ten days of receiving the proposal, feedback opinion in writing, within ten days of on agreeing or disagreeing with convening the receiving the proposal, on agreeing or disagreeing extraordinary general meeting. with convening the extraordinary general In the event that the Board of Directors agrees to meeting. convene the extraordinary general meeting, it In the event that the Board of Directors agrees to shall issue a notice of convening a shareholders’ convene the extraordinary general meeting, it general meeting within five days of making a shall issue a notice of convening a shareholders’ resolution. In the event that the Board of general meeting within five days of making a Directors does not agree to convene the resolution. In the event that the Board of extraordinary general meeting, it shall explain the Directors does not agree to convene the reasons and make an announcement. extraordinary general meeting, it shall explain the reasons and make an announcement.

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DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR GENERAL MEETINGS

APPENDIX II

Original Articles Amended Articles Article 8 ~~The Supervisory Committee shall have~~ Article 8 When the Audit Committee proposes ~~the right to propose~~ to the Board of Directors the to the Board of Directors the convening of an convening of an extraordinary general meeting extraordinary general meeting and shall do so in and shall do so in writing. The Board of Directors writing. The Board of Directors shall, in shall, in accordance with laws, administrative accordance with laws, administrative regulations regulations and the Articles of Association, bring and the Articles of Association, bring forward a forward a feedback opinion in writing, within ten feedback opinion in writing, within ten days of days of receiving the proposal, on agreeing or receiving the proposal, on agreeing or disagreeing disagreeing with convening the extraordinary with convening the extraordinary general general meeting. meeting. In the event that the Board of Directors agrees to In the event that the Board of Directors agrees to convene the extraordinary general meeting, it convene the extraordinary general meeting, it shall issue a notice of convening a shareholders’ shall issue a notice of convening a shareholders’ general meeting within five days of making a general meeting within five days of making a resolution. Any changes in the original proposal resolution. Any changes in the original proposal in the notice shall be approved by the ~~Supervisory~~ in the notice shall be approved by the Audit ~~Committee~~ . Committee.. In the event that the Board of Directors does not In the event that the Board of Directors does not agree to convene the extraordinary general agree to convene the extraordinary general meeting or does not make any feedback in writing meeting or does not make any feedback in writing within ten days of receiving the proposal, the within ten days of receiving the proposal, the Board of Directors shall be deemed as being Board of Directors shall be deemed as being unable to or as being not to perform the duty of unable to or as being not to perform the duty of convening the shareholders’ general meeting. The convening the shareholders’ general meeting. The ~~Supervisory Committee~~ may convene and preside Audit Committee may convene and preside over a over a meeting on their own.

In the event that the Board of Directors agrees to convene the extraordinary general meeting, it shall issue a notice of convening a shareholders’ general meeting within five days of making a resolution. Any changes in the original proposal in the notice shall be approved by the Audit Committee..

In the event that the Board of Directors does not agree to convene the extraordinary general meeting or does not make any feedback in writing within ten days of receiving the proposal, the Board of Directors shall be deemed as being unable to or as being not to perform the duty of convening the shareholders’ general meeting. The Audit Committee may convene and preside over a meeting on their own.

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DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR GENERAL MEETINGS

APPENDIX II

Original Articles Amended Articles Article 9 ~~Shareholders~~ individually or jointly Article 9 When shareholders individually or holding more than ten percent of voting shares of jointly holding more than ten percent of voting the Company ~~shall have the right to~~ request the shares of the Company request the Board of Board of Director for convening an extraordinary Director for convening an extraordinary general general meeting, ~~and~~ shall do so in writing. The meeting, it shall do so in writing. The Board of Board of Directors shall, in accordance with laws, Directors shall, in accordance with laws, administrative regulations and the Articles of administrative regulations and the Articles of Association, bring forward a feedback opinion in Association, bring forward a feedback opinion in writing, within ten days of receiving the request, writing, within ten days of receiving the request, on agreeing or disagreeing with convening the on agreeing or disagreeing with convening the extraordinary general meeting. extraordinary general meeting. In the event that the Board of Directors agrees to In the event that the Board of Directors agrees to convene the extraordinary general meeting, it convene the extraordinary general meeting, it shall issue a notice of convening a shareholders’ shall issue a notice of convening a shareholders’ general meeting within five days of making a general meeting within five days of making a resolution. Any changes in the original request in resolution. Any changes in the original request in the notice shall be approved by the relevant the notice shall be approved by the relevant shareholders. shareholders. In the event that the Board of Directors does not In the event that the Board of Directors does not agree to convene the extraordinary general agree to convene the extraordinary general meeting or does not make any feedback within ten meeting or does not make any feedback within ten days of receiving the request, shareholders days of receiving the request, when shareholders individually or jointly holding more than ten individually or jointly holding more than ten percent of voting shares of the Company ~~shall~~ percent of voting shares of the Company propose ~~have the right to~~ propose to the ~~Supervisory~~ to the Audit Committee the convening of an ~~Committee~~ the convening of an extraordinary extraordinary general meeting, it shall do so in general meeting, ~~and~~ shall do so in writing. writing. In the event that the ~~Supervisory Committee~~ In the event that the Audit Committee agrees to agrees to convene the extraordinary general convene the extraordinary general meeting, it meeting, it shall issue a notice of convening a shall issue a notice of convening a shareholders’ shareholders’ general meeting within five days of general meeting within five days of receiving the receiving the request. Any changes in the original request. Any changes in the original proposal in proposal in the notice shall be approved by the the notice shall be approved by the relevant relevant shareholders. shareholders.

In the event that the Board of Directors agrees to convene the extraordinary general meeting, it shall issue a notice of convening a shareholders’ general meeting within five days of making a resolution. Any changes in the original request in the notice shall be approved by the relevant shareholders.

In the event that the Board of Directors does not agree to convene the extraordinary general meeting or does not make any feedback within ten days of receiving the request, when shareholders individually or jointly holding more than ten percent of voting shares of the Company propose to the Audit Committee the convening of an extraordinary general meeting, it shall do so in writing.

In the event that the Audit Committee agrees to convene the extraordinary general meeting, it shall issue a notice of convening a shareholders’ general meeting within five days of receiving the request. Any changes in the original proposal in the notice shall be approved by the relevant shareholders.

In the event that the ~~Supervisory Committee~~ does not issue a notice of shareholders’ general meeting within the prescribed time limit, it shall be deemed as being not to convene and preside over the meeting. Shareholders who individually or jointly have been holding more than ten percent of voting shares of the Company for consecutive ninety days may convene and preside over a meeting on their own.

In the event that the Audit Committee does not issue a notice of shareholders’ general meeting within the prescribed time limit, it shall be deemed as being not to convene and preside over the meeting. Shareholders who individually or jointly have been holding more than ten percent of voting shares of the Company for consecutive ninety days may convene and preside over a meeting on their own.

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APPENDIX II

Original Articles Amended Articles Article 10 In the event that the ~~Supervisory~~ Article 10 In the event that the Audit Committee ~~Committee~~ or shareholders decide(s) to convene a or shareholders decide(s) to convene a shareholders’ general meeting on its/their own, it shareholders’ general meeting on its/their own, it or they shall notify the Board of Directors in or they shall notify the Board of Directors in writing and report the same to the stock exchange writing and report the same to the stock exchange for record. for record. Before making an announcement on a resolution The Audit Committee or the convening made at the shareholders’ general meeting, the shareholders shall submit relevant evidence to the percentage of voting shares held by the convening stock exchange when giving a notice of shareholders may not be less than ten percent. shareholders’ general meeting and making an The ~~Supervisory Committee~~ or the convening announcement on the resolutions made at such shareholders shall submit relevant evidence to the meeting. stock exchange when giving a notice of Before making an announcement on a resolution shareholders’ general meeting and making an made at the shareholders’ general meeting, the announcement on the resolutions made at such percentage of voting shares held by the convening meeting. shareholders may not be less than ten percent. Article 11 For a shareholders’ general meeting Article 11 For a shareholders’ general meeting convened by the ~~Supervisory Committee~~ or convened by the Audit Committee or shareholders shareholders at its or their own discretion, the at its or their own discretion, the Board of Board of Directors and the secretary of the Board Directors and the secretary of the Board of of Directors shall cooperate accordingly. The Directors shall cooperate accordingly. The Board Board of Directors shall provide the register of of Directors shall provide the register of shareholders as at the record date, failing which shareholders as at the record date, failing which the convenor may, with the relevant the convenor may, with the relevant announcement containing the notice on convening announcement containing the notice on convening such shareholders’ general meeting, apply to the such shareholders’ general meeting, apply to the securities registration and clearing institution for securities registration and clearing institution for obtaining the register. The register obtained by obtaining the register. The register obtained by the convenor may not be used for purposes other the convenor may not be used for purposes other than convening the shareholders’ general than convening the shareholders’ general meeting. meeting. Article 12 The Company shall bear the expenses Article 12 The Company shall bear the expenses necessary for a shareholders’ general meeting necessary for a shareholders’ general meeting convened by the ~~Supervisory Committee~~ or the convened by the Audit Committee or the shareholders on its or their own. shareholders on its or their own.

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DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR GENERAL MEETINGS

APPENDIX II

Original Articles Amended Articles Article 14 Shareholders individually or jointly Article 14 When the Company holds the holding more than ~~three~~ percent of voting shares shareholders’ general meeting, the Board of of the Company may bring forward provisional Directors, the Audit Committee and shareholders proposals and submit the same in writing to the who individually or jointly hold more than 1% of convenor ten days prior to the shareholders’ the voting shares of the Company are qualified to general meeting. The convenor shall issue a make proposals to the Company. supplementary notice of shareholders’ general Shareholders individually or jointly holding more meeting within two days of receiving the than one percent of voting shares of the Company proposals to publish particulars of the provisional may bring forward provisional proposals and proposals. submit the same in writing to the convenor ten Unless otherwise provided in the preceding days prior to the shareholders’ general meeting. paragraph, the convenor may not amend the The convenor shall issue a supplementary notice proposals set out in the notice of shareholders’ of shareholders’ general meeting within two days general meeting, or add new proposals after of receiving the proposals to publish particulars issuing an announcement on the notice of of the provisional proposals, and submit the shareholders’ general meeting. provisional proposals to the shareholder’s general No voting may take place and no resolutions may meeting for consideration, unless the provisional be made at the shareholders’ general meeting on proposals violate laws, administrative regulations proposals which are not set out in the notice of or the Articles of Association, or do not fall shareholders’ general meeting or do not meet the within the scope of power of the shareholder’s requirements of Article 13 hereof. general meeting. Unless otherwise provided in the preceding paragraph, the convenor may not amend the proposals set out in the notice of shareholders’ general meeting, or add new proposals after issuing an announcement on the notice of shareholders’ general meeting. No voting may take place and no resolutions may be made at the shareholders’ general meeting on proposals which are not set out in the notice of shareholders’ general meeting or do not meet the requirements of Article 13 hereof.

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DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR GENERAL MEETINGS

APPENDIX II

Original Articles Amended Articles Article 15 When the Company convenes a Article 15 When the Company convenes a shareholders’ annual general meeting, written shareholders’ annual general meeting, written notice of the meeting shall be given 20 days notice of the meeting shall be given 20 days before the date of the meeting; when the before the date of the meeting; when the Company convenes an extraordinary general Company convenes an extraordinary general meeting, written notice of the meeting shall be meeting, written notice of the meeting shall be given 15 days before the date of the meeting. given 15 days before the date of the meeting. Such notice shall notify all of the shareholders in Such notice shall notify all of the shareholders in the shareholders’ register of the matters to be the shareholders’ register of the matters to be considered at the meeting and the date and the considered at the meeting and the date and the place of the meeting. ~~A shareholder who intends~~ place of the meeting. ~~to attend the meeting shall deliver his written~~ In calculating the notice period, the date of ~~reply concerning the attendance of the meeting to~~ meeting shall be excluded. ~~the Company within the time limits specified in the notice.~~ In calculating the notice period, the ~~date of issue of notice and~~ date of meeting shall be excluded.

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DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR GENERAL MEETINGS

APPENDIX II

Original Articles Amended Articles Article 16 ~~The notice of shareholder’s general~~ Article 16 A notice for a shareholders’ meeting ~~meeting and the supplementary notice shall fully~~ shall comply with the following requirements: ~~disclose the details of all proposals, as well as all~~ (i) be in writing; ~~information or explanations required for~~ (ii) specifying the place, the time and the ~~shareholders to make reasonable judgments on~~ duration of the meeting; ~~matters to be discussed.~~ A notice for a (iii) stating the matters and proposals to be shareholders’ meeting shall comply with the discussed at the meeting; following requirements: (iv) containing conspicuously a statement that (i) be in writing; all shareholders are entitled to attend the (ii) specifying the place, the time and the general meeting. The shareholder entitled to duration of the meeting; attend and vote is entitled to appoint one or (iii) stating the matters and proposals to be more proxies to attend and vote on behalf of discussed at the meeting; him and that a proxy need not be a (iv) containing conspicuously a statement that shareholder; all shareholders are entitled to attend the (v) specifying the time and place for lodging general meeting. The shareholder entitled to proxy forms for the relevant meeting; attend and vote is entitled to appoint one or (vi) containing the record date on which more proxies to attend and vote on behalf of shareholders have the right to attend the him and that a proxy need not be a shareholders’ general meeting; shareholder; (vii) containing the names and telephone (v) specifying the time and place for lodging numbers of permanent contact persons for proxy forms for the relevant meeting; the affairs of the meeting;

• (v) specifying the time and place for lodging numbers of permanent contact persons for proxy forms for the relevant meeting; the affairs of the meeting;

• (vi) containing the record date on which (viii) the voting time and voting procedures shareholders have the right to attend the through the network or by other means. shareholders’ general meeting; The notice and supplementary notice of the

• (vii) containing the names and telephone general meeting shall fully and completely cover numbers of permanent contact persons for all the details of the proposals to be disclosed at the affairs of the meeting; the meeting.

(viii) the voting time and voting procedures through the network or by other means. The notice and supplementary notice of the general meeting shall fully and completely cover all the details of the proposals to be disclosed at the meeting.

The notice of shareholder’s general meeting shall set out the date of record. The interval between the date of record and the meeting date shall be not more than 7 working days. Once the date of record is determined, it shall not be changed.

The notice of shareholder’s general meeting shall set out the date of record. The interval between the date of record and the meeting date shall be not more than 7 working days. Once the date of record is determined, it shall not be changed. ~~If the independent directors are required to express their opinions on a matter to be discussed, such opinion and the reasons shall be disclosed when the notice or supplementary notice of the shareholder’s general meeting is issued.~~

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DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR GENERAL MEETINGS

APPENDIX II

• Original Articles Amended Articles

• Article 17 In the event that the election of Article 17 In the event that the election of directors ~~and supervisors~~ is to be discussed at a directors is to be discussed at a shareholders’ shareholders’ general meetings, the notice of general meetings, the notice of shareholders’ shareholders’ general meetings shall fully general meetings shall fully disclose details of disclose details of candidates for the directors ~~and~~ candidates for the directors, and shall at least ~~supervisors~~ , and shall at least include the include the following particulars: following particulars: (i) their educational background, work (i) their educational background, work experience, part-time jobs and other experience, part-time jobs and other personal details; personal details; (ii) whether or not they have any connections

• (ii) whether or not they have any connections with the Company or the Company’s with the Company or the Company’s controlling shareholders and de facto controlling shareholders and de facto controllers; controllers; (iii) the number of shares of the Company they

• (iii) the ~~disclosed~~ number of shares of the hold; Company they hold; (iv) whether or not they have penalized by the

• (iv) whether or not they have penalized by the CSRC and other relevant departments, and CSRC and other relevant departments, and disciplined by the stock exchange. disciplined by the stock exchange. In addition to adopting the cumulative voting

• In addition to adopting the cumulative voting system to elect directors, a single proposal on system to elect directors ~~and supervisors~~ , a single each of the candidates for directors shall be proposal on each of the candidates for directors submitted. ~~and supervisors~~ shall be submitted.

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DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR GENERAL MEETINGS

APPENDIX II

	Original Articles	Amended Articles
	Article 19 The Company shall hold the	Article 19 The Company shall hold the
	shareholder’s general meeting at the residence of	shareholder’s general meeting at the residence of
	the Company or the place specified in the Articles	the Company or the place specified in the Articles
	of Association.	of Association.
	A meeting venue shall be set up for the	A meeting venue shall be set up for the
	shareholder’s general meeting which shall be held	shareholder’s general meeting which shall be held
	in the form of an on-site meeting. The Company	in the form of an on-site meeting. While ensuring
	shall also provide shareholders with network or	the lawfulness and validity of shareholder’s
	other means to facilitate the attendance of	general meetings, the Company shall also provide
	shareholders at the shareholder’s general meeting.	shareholders with network or other electronic
	~~Shareholders participating in the shareholder’s~~	means to facilitate the attendance of shareholders
	~~general~~ ~~meeting~~ ~~by~~ ~~aforesaid~~ ~~means~~ ~~will~~ ~~be~~ ~~deemed to have been present at the meeting.~~ ~~Voting online does not apply to H shareholders.~~	at the shareholder’s general meeting (including presence, speaking and voting). The shareholders may attend the shareholder’s
	The shareholders may attend the shareholder’s	general meeting in person, and also may authorize
	general meeting in person, and also may authorize	others to attend and exercise the voting right
	others to attend and exercise the voting right	within the scope of authorization.
	within the scope of authorization.
	Article 22 All shareholders registered on the	Article 22 All shareholders registered on the
	date of record or their proxies shall have the right	date of record or their proxies shall have the right
	to attend a shareholder’s general meeting and the	to attend a shareholder’s general meeting and the
	Company and the convenor of the meeting shall	Company and the convenor of the meeting shall
	not decline their attendance for any reason.	not decline their attendance for any reason. Each
		share entitles the shareholder to one vote at the
		shareholder’s general meeting. The Company
		shall not exercise voting rights for any shares it
		holds in itself.

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APPENDIX II

Original Articles Amended Articles Article 23 In the event that an individual Article 23 In the event that an individual shareholder attends a shareholders’ general shareholder attends a shareholders’ general meeting, he shall produce his own identity card or meeting, he shall produce his own identity card or other valid documents or proof capable of other valid documents or proof capable of identifying himself ~~, and the stock account card~~ ; in identifying himself; in the event that a proxy the event that a proxy ~~is appointed to attend~~ the attends the meeting for someone else, he shall meeting for someone else, he shall produce his produce his own valid identity documents and the own valid identity documents and the power of power of attorney from the shareholder. attorney from the shareholder. For a corporate shareholder, his legal For a corporate shareholder, his legal representative or the proxy appointed by such representative or the proxy appointed by such legal representative shall attend the meeting. In legal representative shall attend the meeting. In the event that the legal representative attends the the event that the legal representative attends the meeting, he shall produce his own identity card or meeting, he shall produce his own identity card or valid proof capable of proving that he has the valid proof capable of proving that he has the status of a legal representative; in the event that status of a legal representative; in the event that the proxy attends the meeting, he shall produce the ~~appointed~~ proxy attends the meeting, he shall his own identity card and the written power of produce his own identity card and the written attorney issued by the legal representative of the power of attorney issued by the legal corporate shareholder according to law. representative of the corporate shareholder Any shareholder entitled to attend and vote at a according to law. shareholder’s general meeting has the right to appoint one or more proxies who need not be a shareholder(s) to attend and vote on its/his/her behalf.

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DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR GENERAL MEETINGS

APPENDIX II

	Original Articles	Amended Articles
	Article 24 A shareholder should appoint a proxy	Article 24 A shareholder should appoint a proxy
	in writing under the hand of the appointer or his	in writing under the hand of the appointer or his
	attorney duly authorize in writing, the appointer	attorney duly authorize in writing, the appointer
	is a legal person, either under seal of the legal	is a legal person, either under seal of the legal
	person or under the hand of a director or a senior	person or under the hand of a director or a senior
	officer or a duly authorized attorney. The power	officer or a duly authorized attorney. The power
	of attorney issued by a shareholder to appoint	of attorney issued by a shareholder to appoint
	another party to attend a shareholders’ general	another party to attend a shareholders’ general
	meeting shall contain the following particular:	meeting shall contain the following particular:
	(i) the name of the principal ~~and ~~the name of his proxy;	(i) the name of the principal, the class and number of shares held, the name of his
	~~(ii)~~ ~~whether the proxy has the right to vote over~~	proxy;
	~~every matter on the agenda of shareholder’s~~ ~~general meeting;~~ ~~(iii)~~ the instructions to vote in favour of or	(ii) specific instructions of the shareholder, including the instructions to vote in favour of or against, or to abstain from voting on,
	against, or to abstain from voting on, each	each matter set out on the agenda of the
	matter set out on the agenda of the	shareholders’ general meeting;
	shareholders’ general meeting;	(iii) the date and validity of the power of
	~~(iv)~~ the date and validity of the power of	attorney;
	attorney;	(iv) the signature (or seal) of the principal. In
	~~(v)~~ the signature (or seal) of the principal. In	case the principal is a corporate shareholder,
	case the principal is a corporate shareholder,	it shall be affixed with the seal of the legal
	it shall be affixed with the seal of the legal	entity;
	entity;	(v) the class and number of shares of the
	~~(vi)~~ the number of shares of the principal that	Company held by the principal that the
	the proxy represents; and	proxy represents;
	~~(vii)~~ if there are more than one proxies, the	(vi) if there are more than one proxies, the
	number of shares represented by each of the	number of shares represented by each of the
	proxies appointed by a shareholder.	proxies appointed by a shareholder.
	~~Article 26~~ ~~The instrument of appointment shall~~
	~~specify that in the absence of instructions from~~
	~~the shareholder, whether the proxy may vote as he~~
	~~or she thinks fit.~~
	~~Article~~ ~~29~~ ~~When~~ ~~a~~ ~~shareholder’s~~ ~~general~~ ~~meeting is held, all of the Company’s directors,~~ ~~supervisors and the Secretary to the Board shall~~ ~~attend the shareholder’s general meeting, and the~~ ~~president and other senior officer shall attend the~~ ~~shareholder’s general meeting in a non-voting~~	Article 28 Where directors and senior management are required to be present at shareholder’s general meeting, such directors and senior management shall be present at the meeting and answer the queries from shareholders.
	~~capacity.~~

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Original Articles Amended Articles ~~Article 30~~ A shareholders’ general meeting Article 29 A shareholders’ general meeting shall be convened and chaired by the chairman of shall be convened and chaired by the chairman of the Board of Directors, in the event that the the Board of Directors, in the event that the general meeting is convened by the Board of general meeting is convened by the Board of Directors. In case that the chairman is unable to Directors. In case that the chairman is unable to or fails to perform his duties, the vice-chairman or fails to perform his duties, the vice-chairman shall convene and chair the meeting. In the event shall convene and chair the meeting. In the event that both of the chairman and the vice-chairman that both of the chairman and the vice-chairman are unable to or fail to perform their duties, a are unable to or fail to perform their duties, a director of the Company jointly elected by more director of the Company jointly elected by more than half of the Directors shall convene and chair than half of the Directors shall convene and chair the meeting on his behalf. the meeting on his behalf. A shareholders’ general meeting convened by the A shareholders’ general meeting convened by the ~~Supervisory Committee~~ on its own shall be Audit Committee on its own shall be chaired by chaired by ~~the chairman of the Supervisory~~ the convenor of the Audit Committee. In the event ~~Committee~~ . In the event that the ~~chairman~~ is that the convenor of the Audit Committee is unable to or fails to perform his duties, a unable to or fails to perform his duties, a member ~~supervisor~~ jointly elected by more than half of the of the Audit Committee jointly elected by more ~~supervisors~~ shall chair the meeting. than half of the members thereof shall chair the A shareholders’ general meeting convened by meeting. shareholders on their own shall be chaired by a A shareholders’ general meeting convened by representative elected by the convenor. shareholders on their own shall be chaired by the During a shareholders’ general meeting, in the convenor or a representative elected by the event that the chairman of the meeting violates convenor. the rules of procedure so that the shareholders’ During a shareholders’ general meeting, in the general meeting cannot proceed, a person may be event that the chairman of the meeting violates elected as the chairman of the meeting thereat to the rules of procedure so that the shareholders’ proceed with the meeting with the consent of the general meeting cannot proceed, a person may be shareholders with a majority of the voting rights elected as the chairman of the meeting thereat to present at the meeting. proceed with the meeting with the consent of the shareholders with a majority of the voting rights present at the meeting. ~~Article 31~~ In an annual general meeting, the Article 30 In an annual general meeting, the Board of Directors ~~and the Supervisory~~ Board of Directors shall report to the meeting on ~~Committee~~ shall report to the meeting on their their work over the past one year. Each of the work over the past one year. Each of the independent directors shall also make their independent directors shall also make their personal work reports. personal work reports. ~~Article 32~~ Directors ~~, supervisors~~ and senior Article 31 Directors and senior officers shall officers shall explain and illustrate the questions explain and illustrate the questions and and suggestions made by shareholders at a suggestions made by shareholders at a shareholders’ general meeting. shareholders’ general meeting.

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Original Articles Amended Articles
Article 34 Minutes shall be kept for the
shareholder’s general meetings and the Secretary
to the Board shall be responsible for recording the
minutes. The minutes shall include the following
particulars:
(i) the date and venue of, and the agenda for,
the meeting, and the name of the convenor;
(ii) the names of the chairman of the meeting,
the directors, supervisors, the president and
other senior officer in attendance or present
in a non-voting capacity;
(iii) the number of holders of domestic shares
(and their proxies) and holders of overseas
listed foreign shares (and their proxies)
present at the meeting, the total number of
voting shares held by them and their
respective percentages of total number of
shares of the Company;
(iv) the process of considering each proposal,
key points of remarks in respect thereof and
the voting results of each resolution by the
holders of domestic shares and by the
holders of overseas listed foreign shares;
(v) the queries and suggestions of the
shareholders and the relevant replies or
explanations;
(vi) the names of the attorney, vote counter and
scrutineer; and
(vii) other particulars required to be recorded in
the minutes pursuant to the Articles of
Association.
Article 35 The convenor shall ensure that the
meeting minutes are true, accurate and complete.
The directors, supervisors and Secretary to the
Board who attended the meeting, the convenor or
his representative and the chairman of the
meeting shall sign the minutes. The meeting
minutes shall be kept together with the register of
the shareholders present at the meeting, the
instruments of appointment of proxies and valid
information on votes cast online or by other
means permanently.
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Original Articles Amended Articles ~~Article 36~~ Resolutions of shareholders’ general Article 33 Resolutions of shareholders’ general meetings shall be divided into ordinary meetings shall be divided into ordinary resolutions and special resolutions. resolutions and special resolutions. To adopt an ordinary resolution, votes To adopt an ordinary resolution, votes representing a majority of the voting rights representing a majority of the voting rights represented by the shareholders ~~(including~~ represented by the shareholders present at the ~~proxies)~~ present at the meeting in favour of the meeting in favour of the resolution are required. resolution are required. To adopt a special resolution, votes representing To adopt a special resolution, votes representing more than two-thirds of the voting rights more than two-thirds of the voting rights represented by the shareholders present at the represented by the shareholders ~~(including~~ meeting in favour of the resolution are required. ~~proxies)~~ present at the meeting in favour of the resolution are required. ~~Article 38~~ In respect of voting on the election of Article 35 In respect of voting on the election of Directors ~~or Supervisors~~ at the shareholder’s Directors at the shareholder’s general meeting, general meeting, the cumulative voting system the cumulative voting system shall be adopted shall be adopted pursuant to the Articles of pursuant to the Articles of Association or a Association or a resolution of the shareholder’s resolution of the shareholder’s general meeting. general meeting. The cumulative voting system The cumulative voting system shall be adopted if shall be adopted if a sole shareholder and its party a sole shareholder and its party acting in concert acting in concert are interested in 30 percent or are interested in 30 percent or more in the shares more in the shares. or more than two independent Directors are For the purposes of the preceding paragraph, the elected at the shareholder’s general meeting. term “cumulative voting system” means that, For the purposes of the preceding paragraph, the when Directors ~~or Supervisors~~ are to be elected in term “cumulative voting system” means that, a shareholder’s general meeting, each share when more than two Directors are to be elected in carries the number of voting rights equivalent to a shareholder’s general meeting, each share the number of Directors ~~or Supervisors~~ to be carries the number of voting rights equivalent to elected, and a shareholder may cumulate his or the number of Directors ~~or Supervisors~~ to be her voting rights. elected, and a shareholder may cumulate his or her voting rights.

~~Article 40~~ When a proposal is being considered Article 37 When a proposal is being considered at a shareholders’ general meeting, no at a shareholders’ general meeting, no modifications may be made to the proposal, modifications may be made to the proposal, and ~~otherwise~~ the modifications shall be deemed as a the modifications, if any, shall be deemed as a new proposal and shall not be voted at the new proposal and shall not be voted at the shareholders’ general meeting. shareholders’ general meeting.

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Original Articles

Amended Articles

~~Article~~ ~~41~~ The following matters shall be resolved by an ordinary resolution at a shareholder’s general meeting: (i) work reports of the Board ~~and~~ ~~the~~ ~~Supervisory Committee~~; (ii) plans formulated by the Board for the distribution of profits and for making up losses; (iii) appointment and removal of the members of the Board ~~and members of the supervisory~~ ~~committee~~, their remuneration and method of payment of their remuneration;

Article 38 The following matters shall be resolved by an ordinary resolution at a shareholder’s general meeting: (i) work reports of the Board; (ii) plans formulated by the Board for the distribution of profits and for making up losses; (iii) appointment and removal of the members of the Board, their remuneration and method of payment of their remuneration; (iv) the appointment, removal and compensation of accounting firm;

• (iv) the appointment, removal and compensation of accounting firm;

• ~~(iv) annual budget and final accounts reports, balance sheets and profit and loss accounts and other financial statements of the Company; annual report of the Company;~~

• (v) matters other than those required by the laws, administrative regulations, the listing rules where the Company is listed or by the Articles of Association to be adopted by special resolutions.

• ~~(v)~~ the appointment, removal and compensation of accounting firm;

• ~~(vi)~~ matters other than those required by the laws, administrative regulations, the listing rules where the Company is listed or by the Articles of Association to be adopted by special resolutions.

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• Original Articles Amended Articles

• ~~Article 42~~ The following matters shall be Article 39 The following matters shall be resolved by a special resolution at a shareholders’ resolved by a special resolution at a shareholders’ general meeting: general meeting: (i) the increase or decrease of ~~share~~ (i) the increase or decrease of registered capital ~~capital/~~ registered capital and the issue of and the issue of shares of any class, warrants shares of any class, warrants and other and other similar securities; similar securities; (ii) the division, split, merger, dissolution and

• ~~(ii) the issuance of debentures of the Company;~~ liquidation; (iii) the division, split, merger, dissolution and (iii) amendments to the Articles of Association; liquidation; (iv) Company’s purchase or sale of major assets

• (iv) amendments to the Articles of Association; or guaranteed amounts within one year in (v) Company’s purchase or sale of major assets excess of thirty percent of the latest audited or guaranteed amounts within one year in total assets of the Company; excess of thirty percent of the latest audited (v) equity incentive plans; total assets of the Company; (vi) other matters which are required to be

• (vi) equity incentive plans; passed by special resolution under laws, (vii) other matters which are required to be administrative regulations, the listing rules passed by special resolution under laws, where the Company is listed or the Articles administrative regulations, the listing rules of Association, which are supposed to have where the Company is listed or the Articles a significant impact on the Company if they of Association, which are supposed to have are passed by ordinary resolution at a a significant impact on the Company if they shareholders’ general meeting, and which are passed by ordinary resolution at a are required to be passed by special shareholders’ general meeting, and which resolution. are required to be passed by special The shareholders’ general meeting may authorize resolution. the Board to resolve on issuance of debentures. Unless otherwise specified in laws, administrative regulations, regulations of the CSRC and rules of the stock exchange, the abovementioned powers of the shareholders’ general meeting may not be exercised by the board of directors or other bodies and individuals on its behalf by delegation.

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Original Articles

Amended Articles

Article 40 The following external guarantees of the Company must be considered and approved by the shareholders’ general meeting: (i) any guarantee given by the Company and its controlling subsidiaries, the total amount of which exceeds 50% of its latest audited net assets; (ii) any guarantee given by the Company, the total amount of which exceeds 30% of its latest audited total assets; (iii) any guarantee given by the Company to other parties, the amount of which within one year exceeds 30% of its latest audited total assets; (iv) guarantees provided to any guaranteed party whose gearing ratio exceeds 70%; (v) guarantees of which a single guarantee amount exceeds 10% of its latest audited net assets; (vi) guarantees provided to the shareholders, actual controlling person and their related parties; (vii) other guarantees that shall be considered at a shareholders’ general meeting as required by the regulators or the stock exchange of the place of listing of the Company’s shares. The directors, senior management or other relevant personnel of the Company shall be held responsible for any loss caused to the Company by their breach of required approvals procedures or signing of contracts for external guarantees without authorization or neglect of duties.

~~Article 44 While ensuring the lawfulness and validity of shareholder’s general meetings, the Company shall facilitate the participation of shareholders in shareholder’s general meetings by providing online or other means.~~

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• Original Articles Amended Articles

• ~~Article 45~~ The methods and procedures for Article 42 The methods and procedures for nominating a director ~~and a supervisor~~ shall be: nominating a director shall be: (i) shareholders who hold or jointly hold more (i) shareholders who hold or jointly hold more than ~~three~~ percent of the Company’s total than one percent of the Company’s total outstanding voting shares may, by written outstanding voting shares may, by written proposals, propose to a shareholders’ proposals, propose to a shareholders’ general meeting non-employees’ general meeting non-employees’ representatives as candidates for directors representatives as candidates for directors, ~~and supervisors~~ , but the number of but the number of nominations shall be in nominations shall be in compliance with the compliance with the Articles of Association, Articles of Association, and shall not be and shall not be more than the number of more than the number of persons to be persons to be elected. The proposal shall be elected. The proposal shall be served to the served to the Company fourteen days prior Company fourteen days prior to the to the shareholders’ general meeting. shareholders’ general meeting. (ii) the Board of Directors may submit a

• (ii) the Board of Directors ~~and the Supervisory~~ proposed list of candidates for directors ~~Committee~~ may submit a proposed list of within the number of persons prescribed candidates for directors ~~and supervisors~~ hereunder according to the number of within the number of persons prescribed persons to be elected, and submit the list to hereunder according to the number of the Board of Directors for review. The persons to be elected, and submit the list to Board of Directors shall conduct a review the Board of Directors ~~and the Supervisory~~ and pass a resolution to determine the ~~Committee~~ for review. The Board of candidates for directors, and shall submit a Directors ~~and the Supervisory Committee~~ written proposal to the shareholders’ general shall conduct a review and pass a resolution meeting. to determine the candidates for directors ~~and~~ (iii) nomination of independent directors shall be ~~supervisors~~ , and shall submit a written in compliance with a separate special policy proposal to the shareholders’ general established by the Company for independent meeting. directors.

• (iii) nomination of independent directors shall be in compliance with a separate special policy established by the Company for independent directors.

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• Original Articles Amended Articles

• (iv) the intention to nominate candidates for (iv) the intention to nominate candidates for directors ~~and supervisors~~ , the written notice directors, the written notice indicating the indicating the nominees’ willingness to nominees’ willingness to accept the accept the nominations, and the relevant nominations, and the relevant written written materials about details of the materials about details of the nominees shall nominees shall be sent to the Company not be sent to the Company not less than seven less than seven days prior to the date of a days prior to the date of a shareholders’ shareholders’ general meeting. The Board of general meeting. The Board of Directors Directors ~~and the Supervisory Committee~~ shall provide shareholders with the shall provide shareholders with the biographical notes and general information biographical notes and general information on the candidates for directors. on the candidates for directors ~~and~~ (v) the period given by the Company to ~~supervisors~~ . nominators and for nominees to submit the

• (v) the period given by the Company to aforesaid notice and documents (such period nominators and for nominees to submit the shall commence from the date after the date aforesaid notice and documents (such period of giving the notice of shareholders’ general shall commence from the date after the date meeting) shall not be less than seven days. of giving the notice of shareholders’ general (vi) each of the candidates for directors shall be meeting) shall not be less than seven days. voted one by one at the shareholder’s

• (vi) each of the candidates for directors ~~and~~ general meeting, except for cases where the ~~supervisors~~ shall be voted one by one at the cumulative voting system applies. shareholder’s general meeting, except for (vii) any provisional additional election of cases where the cumulative voting system directors shall be proposed by the Board of applies. Directors and recommended to the

• (vii) any provisional additional election of shareholders’ general meeting for election directors ~~and supervisors~~ shall be proposed or replacement. by the Board of Directors ~~and the Supervisory Committee~~ and recommended to the shareholders’ general meeting for election or replacement.

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Original Articles Amended Articles ~~Article 48~~ Before a proposal is voted at the Article 45 Before a proposal is voted at the shareholder’s general meeting, two shareholder shareholder’s general meeting, two shareholder representatives shall be elected to participate in representatives shall be elected to participate in the vote counting and vote scrutiny. When a the vote counting and vote scrutiny. When a shareholder has interests in a matter being shareholder has interests in a matter being considered, he or she and his or her proxies may considered, he or she and his or her proxies may not participate in the vote counting or vote not participate in the vote counting or vote scrutiny. scrutiny. When a proposal is being voted at the When a proposal is being voted at the shareholder’s general meeting the attorney, shareholder’s general meeting the attorney, shareholders’ representatives ~~and supervisors’~~ shareholders’ representatives shall be jointly ~~representatives~~ shall be jointly responsible for responsible for counting the votes and counting the votes and scrutinizing the vote scrutinizing the vote count, and shall announce count, and shall announce the voting results on the voting results on the spot. The voting results the spot. The voting results of resolutions shall be of resolutions shall be recorded in the minutes. recorded in the minutes. Shareholders or their proxies who cast their votes Shareholders or their proxies who cast their votes online or by other means shall have the right to online or by other means shall have the right to check the results of their votes through the check the results of their votes through the respective voting system. respective voting system.

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APPENDIX II

• Original Articles Amended Articles

• ~~Article 52~~ Minutes shall be prepared for a Article 49 Minutes shall be prepared for a shareholders’ general meeting by the Secretary of shareholders’ general meeting by the Secretary of the Board of Directors. The minutes of a meeting the Board of Directors. The minutes of a meeting shall record the following particulars: shall record the following particulars: (i) the time, place, agenda and name of the (i) the time, place, agenda and name of the convenor of the meeting; convenor of the meeting;

• (ii) the names of the chairman of the meeting (ii) the names of the chairman of the meeting and the directors ~~, supervisors, president~~ and and the directors and senior officers sitting ~~other~~ senior officers ~~attending or~~ sitting in in on the meeting; on the meeting; (iii) the number of domestic shareholders

• (iii) ~~number of shareholders and proxies present~~ (including proxies) and shareholders of ~~at the meeting, number of shares carrying~~ overseas-listed foreign shares (including ~~voting rights held by them and the~~ proxies) attending the shareholders’ general ~~percentage of such shares in the total shares~~ meetings, the total number of voting shares ~~of the Company~~ ; held by them and their respective

• (iv) the process of considering each proposal, percentages of total number of shares of the main points of remarks and voting results of Company; each resolution; (vi) the process of considering each proposal,

• (v) questions, comments or suggestions by main points of remarks and voting results of shareholders, and the replies thereto or each resolution by the holders of domestic explanations thereof; listed shares and holders of overseas-listed

• (vi) the names of lawyers, counters and foreign shares; scrutineers of votes; (v) questions, comments or suggestions by

• (vii) other particulars that shall be recorded into shareholders, and the replies thereto or the meeting minutes as prescribed explanations thereof; hereunder. (vi) the names of lawyers, counters and

• Directors, ~~supervisors,~~ secretary of the Board of scrutineers of votes; Directors, convenor or his representative and the (vii) other particulars that shall be recorded into chairman of the meeting who attended the the meeting minutes as prescribed meeting shall sign the minutes of the meeting and hereunder. ensure that the particulars of meeting minutes are A convenor shall ensure that the particulars of true, accurate and complete. meeting minutes are true, accurate and complete. Directors, secretary of the Board of Directors, convenor or his representative and the chairman of the meeting who attended or sit in the meeting shall sign the minutes of the meeting and ensure that the particulars of meeting minutes are true, accurate and complete. The minutes of the meeting shall be kept together with the valid data on the signature book of shareholders physically present at the meeting, powers of attorney of proxies present, details of voting on the network and other voting methods shall be kept permanently.

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		Original Articles	Original Articles	Original Articles				Amended Articles
	~~Article 56~~ If a proposal on the election of a director ~~or supervisor ~~is passed at a shareholder’s							Article 53 If a proposal on the election of a director is passed at a shareholder’s general
	general meeting, the new director ~~or ~~					~~supervisor~~		meeting, the new director shall be appointed
	shall be appointed based on			the Articles of				based on the Articles of Association.
	Association.
	~~Article 58~~ If any resolution of the shareholder’s general meeting violates the laws or							Article 55 If any resolution of the shareholder’s general meeting violates the laws or
	administrative regulations, such				resolution		shall	administrative regulations, such resolution shall
	be invalid.							be invalid.
	In the event	that convening procedures or voting						The controlling shareholder(s) and de facto
	methods of	the shareholders’ general meeting						controller(s) of the Company should not cause
	violate any laws, administrative regulations or the							any restriction or obstruction on the exercise of
	Articles of	Association, or	if		the	resolution		the voting rights of small and medium investors in
	violates the Articles of		Association,				the	accordance with laws and should not infringe the
	shareholders	may request the	court to			revoke the		legal rights of the Company and small and
	resolution within 60 days from the date on which							medium investors.
	the resolution is passed.							In the event that convening procedures or voting
	The controlling shareholder(s)				and	de	facto	methods of the shareholders’ general meeting
	controller(s)	of the Company should				not cause		violate any laws, administrative regulations or the
	any restriction or obstruction on				the	exercise of		Articles of Association, or if the resolution
	the voting rights of small and medium investors in							violates the Articles of Association, the
	accordance with laws and should				not infringe the			shareholders may request the court to revoke the
	legal rights	of the Company			and	small	and	resolution within 60 days from the date on which
	medium investors.							the resolution is passed. However, it does not
								apply if such procedures for convening the
								shareholders’ general meeting or the method of
								voting thereat, have only minor flaws that have no
								substantial impact on the resolution.
								Where the Board of Directors, shareholders and
								other stakeholders dispute the qualification of
								convenor, the convening procedures, the legality
								of resolution and the validity of a resolution of a
								shareholders’ general meeting, they shall
								promptly institute litigation at the People’s Court.
								Before the People’s Court makes a judgement or
								ruling, such as cancellation of a resolution, the
								stakeholders shall execute the resolution of the
								shareholders’ general meeting. The Company, its
								directors and senior management shall perform
								their duties diligently to execute the resolution of
								the shareholders’ general meeting in a timely
								manner and ensure the normal operation of the
								Company.

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	Original Articles	Original Articles	Original Articles	Amended Articles	Amended Articles
				Where the People’s Court makes	a judgement or ruling
				on the relevant matter, the Company shall fulfill its
				obligations to disclose the information in accordance
				with laws, administrative regulations, the provisions of
				the CSRC and stock exchanges, fully explain the impact
				of the judgement or ruling on the Company, and actively
				cooperate with the authorities in the enforcement of the
				judgement or ruling after it has come into effect. Where
				previous matters need to be corrected, the Company
				shall handle the correction in a timely manner and fulfill
				its obligations to disclose the information accordingly.

• Notes: 1. Apart from those set out in the above table, the corresponding article numbers of the Procedural Rules for Shareholder’s general meetings shall be adjusted accordingly.

• Revisions in the Chinese version involving only the change of “股東大會” to “股東會” are not presented on an article-by-article basis.

• In any event of inconsistency, the Chinese language text of these rules shall prevail over the English language text.

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APPENDIX III DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR MEETINGS OF THE BOARD OF DIRECTORS

Details of proposed amendments to the Procedural Rules for the Board Meetings, with amendments underlined:

Original Articles Amended Articles Article 1 To guarantee the legal, independent, Article 1 To guarantee the legal, independent, standard and effective exercise of the function standard and effective exercise of the function and power of the Board of Directors of Sinotrans and power of the Board of Directors of Sinotrans Limited (the “ Company ”), regulate the Limited (the “ Company ”), regulate the discussion methods and decision-making discussion methods and decision-making procedures of the Board of Directors, and ensure procedures of the Board of Directors, and ensure the work efficiency and scientific the work efficiency and scientific decision-making of the Board of Directors, the decision-making of the Board of Directors, the Rules of Procedures of the Board of Directors are Rules of Procedures of the Board of Directors are formulated in accordance with the Company Law formulated in accordance with the Company Law of the People’s Republic of China, Securities Law of the People’s Republic of China (the “ Company of the People’s Republic of China, Corporate Law ”), Securities Law of the People’s Republic Governance Standards for Listed Companies, of China, Corporate Governance Standards for Articles of Association of Sinotrans Limited (the Listed Companies, Articles of Association of “ Articles of Association ”) and other applicable Sinotrans Limited (the “ Articles of Association ”) laws, regulations, normative documents and rules and other applicable laws, regulations, normative of the stock exchange where the securities of the documents and rules of the stock exchange where Company are listed, as well as the actual situation the securities of the Company are listed, as well of the Company. as the actual situation of the Company.

Article 2 The Board of Directors is the operation decision-making body of the Company and decides the important matters of the Company with the authority granted by the general meeting and the Articles of Association ~~. It is responsible to the general meeting~~ and shall report its performance to the general meeting.

Article 2 The Board of Directors is the operation decision-making body of the Company and decides the important matters of the Company with the authority granted by the general meeting and the Articles of Association, and shall report its performance to the general meeting.

Article 3 The Company has a Board of Directors Article 3 The Company has a Board of Directors composed of 11 directors, where the external composed of 11 directors, where the external directors (i.e., the directors not taking office in directors (i.e., the directors not taking office in the Company) shall account for more than half of the Company, the same below) shall account for the total membership of the Board, and there shall more than half of the total membership of the be at least 3 independent directors which shall Board, and there shall be at least 3 independent account for no less than one third of the total directors which shall account for no less than one directors. The Board of Directors shall have one third of the total directors. The Board of Directors chairman and may have one vice chairman. shall have one chairman and may have one vice chairman.

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Original Articles Amended Articles Article 4 The directors are elected and replaced Article 4 The directors are elected and replaced by general meeting, and may be dismissed from by general meeting, and may be dismissed from their office by general meeting before the expiry their office by general meeting before the expiry of their term of office, with a term of office of 3 of their term of office, with a term of office of 3 years. The directors may be reelected upon the years. The directors may be reelected upon the expiry of his term of office. The chairman and expiry of his term of office. The chairman and vice chairman shall be elected and removed by vice chairman shall be elected and removed by more than half of all the directors. The chairman more than half of all the directors. The chairman and vice chairman have a term of office of 3 years and vice chairman have a term of office of 3 years and can be reelected, and the term of reelection of and can be reelected, and the term of reelection of an independent director shall not be more than six an independent director shall not be more than six years. Directors may ~~request to~~ resign before years. Directors may resign before expiry of their expiry of their terms of office. terms of office. The directors to resign shall In the event that the resignation of any director submit to the Company a written report in relation results in the number of members of the Board to their resignation, and the resignation shall take falling below the quorum, the resigned director effect on the date the Company receives the shall continue to perform his duties in accordance resignation report. The Company shall disclose with the laws, administrative regulations, rules of the relevant information. regulatory authorities and the provisions of these In the event that the resignation of any director Rules until the reelected director assumes office. results in the number of members of the Board Other than the circumstances referred to in this falling below the quorum, the resigned director paragraph, the resignation of a director shall shall continue to perform his duties in accordance become effective upon submission of his with the laws, administrative regulations, rules of resignation report to the Board. regulatory authorities and the provisions of these Rules until the reelected director assumes office. His resignation report shall take into effect only upon the new director taking up the vacancy. Other than the circumstances referred to in this paragraph, the resignation of a director shall become effective upon submission of his resignation report to the Board.

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APPENDIX III DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR MEETINGS OF THE BOARD OF DIRECTORS

Original Articles Amended Articles Article 5 The Board of Directors shall set up the Article 5 The Board of Directors shall set up the audit committee, the remuneration committee and audit committee, the remuneration committee and the nomination committee, and to meet needs, the the nomination committee, and to meet needs, the strategy committee and relevant specialized strategy and sustainable development committee committees. The specialized committees shall be and relevant specialized committees, in which the responsible to the Board of Directors and shall audit committee shall exercise its functions and perform their duties as authorized by the Board of powers of the supervisory committee specified by Directors. the Company Law. The specialized committees All members of the special committees shall be shall be responsible to the Board of Directors and directors, and independent directors shall account shall perform their duties as authorized by the for the majority of members of the audit Articles of Association and the Board of committee, the nomination committee and the Directors. remuneration committee, and shall serve as the All members of the special committees shall be chairmen. The members of the audit committee directors, and independent directors shall account shall be directors who are not the senior officers for the majority of members of the audit of the listed company, and the chairman shall be committee, the nomination committee and the an accounting professional. remuneration committee, and shall serve as the The Board of Directors shall be responsible for chairmen. The members of the audit committee formulating the rules of procedures for the special shall be directors who are not the senior officers committees to regulate their operations. of the listed company, and the chairman shall be an accounting professional. The Board of Directors shall be responsible for formulating the rules of procedures for the special committees to regulate their operations.

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DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR MEETINGS OF THE BOARD OF DIRECTORS

APPENDIX III

• Original Articles Amended Articles

• Article 6 The Board of Directors shall ~~be~~ Article 6 The Board of Directors shall exercise ~~responsible to the general meeting and~~ exercise the following functions and powers: the following functions and powers: (i) To convene the general meeting and report (i) To convene the general meeting and report to the general meeting; to the general meeting; (ii) To execute the resolutions of the general

• (ii) To execute the resolutions of the general meeting; meeting; (iii) To develop the strategy and mid and long

• (iii) To decide the operation plan and investment term development plan of the Company and scheme of the Company; decide the operation plan and investment

• (iv) To develop the annual financial budget plan scheme of the Company; and accounting plan of the Company; (iv) To develop the annual financial budget plan

• (v) To ~~develop~~ the profit distribution scheme and accounting plan of the Company; and loss recovery scheme of the Company; (v) To formulate the profit distribution scheme

• (vi) To ~~develop~~ the registered capital increase or and loss recovery scheme of the Company; decrease plan and the schemes for the (vi) To formulate the registered capital increase issuance of corporate bonds and other or decrease plan and the schemes for the securities and listing of the Company; issuance of corporate bonds and other

• (vii) To develop the plan for substantial securities and listing of the Company; acquisition, purchase of the Company’s (vii) To develop the plan for substantial shares or merger, division, dissolution or acquisition, purchase of the Company’s change of the form of the Company; shares or merger, division, dissolution or

• (viii) To decide such matters as external change of the form of the Company; investment, acquisition and disposal of (viii) To decide such matters as external assets, asset mortgage, entrusted asset investment, acquisition and disposal of management, connected transactions, assets, asset mortgage, entrusted asset external guarantee and external donation management, connected transactions, within the authority granted by the general external guarantee and external donation meeting; within the authority granted by the general

• (ix) To decide the of the internal meeting;

• (ix) To decide the setup of the internal management organization of the Company;

• (x) To decide the appointment or removal of the president, secretary of the Board and other senior officers of the Company, and decide their remuneration, reward and punishment issues; decide the appointment or removal of the vice president, chief financial officer, the chief digital officer, the general counsel and other senior officers of the Company based on the nomination of the president, and decide their remuneration, reward and punishment issues;

• (ix) To decide the setup of the internal management organization of the Company;

• (x) To decide the appointment or removal of the president, secretary of the Board and other senior officers of the Company, and decide their remuneration, reward and punishment issues; decide the appointment or removal of the vice president, chief financial officer, the chief digital officer, the general counsel and other senior officers of the Company based on the nomination of the president, and perform assessments for them to decide their remuneration, reward and punishment issues;

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APPENDIX III

• Original Articles Amended Articles

• (xi) To develop the basic management systems (xi) To develop the basic management systems of the Company, including basic compliance of the Company, including basic compliance management system; management system;

• (xii) To develop the amendment scheme of the (xii) To formulate the amendment scheme of the Articles of Association; Articles of Association;

• (xiii) To manage the information disclosure of the (xiii) To manage the information disclosure of the Company; Company;

• (xiv) To ask the general meeting to appoint or (xiv) To ask the general meeting to appoint or replace the accounting firm that provides replace the accounting firm that provides auditing services for the Company; auditing services for the Company;

• (xv) To listen to the work report of the president, (xv) To listen to the work report of the president, inspect the works of the president and inspect the works of the president and appraise effectiveness of the compliance appraise effectiveness of the compliance management of the Company; management of the Company;

• (xvi) Other functions and powers granted by the (xvi) To formulate major income distribution laws, administrative regulations, department plans of the Company, determine the major rules, listing rules of the jurisdiction where matters in relation to employee income the Company is listed, Articles of distribution; Association or the general meeting. (xvii) Other functions and powers granted by the laws, administrative regulations, department rules, listing rules of the jurisdiction where the Company is listed, Articles of Association or the general meeting.

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DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR MEETINGS OF THE BOARD OF DIRECTORS

APPENDIX III

Original Articles Amended Articles Article 8 The Board of Directors shall follow Article 8 The Board of Directors shall follow strict review and decision-making procedures strict review and decision-making procedures when deciding such important matters as external when deciding such important matters as external investment, acquisition and disposal of assets, investment, acquisition and disposal of assets, asset mortgage and pledge, external guarantee, asset mortgage and pledge, external guarantee, entrusted asset management, connected entrusted asset management, connected transactions and external donation. For important transactions and external donation. For important investment projects, the Board shall organize the investment projects, the Board shall organize the relevant experts and professionals for review. For relevant experts and professionals for review. For the matters that shall be considered at the general the matters that shall be considered at the general meeting according to the applicable laws and meeting according to the applicable laws and regulations or the governing rules at the regulations or the governing rules at the jurisdiction where the Company is listed, the jurisdiction where the Company is listed, the relevant matters shall be submitted to the general relevant matters shall be submitted to the general meeting for approval after being reviewed and meeting for approval after being reviewed and approved by the Board of Directors. ~~Meanwhile,~~ approved by the Board of Directors. ~~the Board of Directors shall authorize the~~ Prior to making decisions on material issues of ~~president’s office meetings of the Company to~~ the Company, the Board of Directors shall first ~~review and approve the matters that do not meet~~ seek the opinions of the Party Committee. ~~the consideration standards of the Board of~~ Directors and senior management of the Company ~~Directors.~~ shall treat and control the risks

Directors and senior management of the Company shall prudently treat and strictly control the risks of debt arising from the external guarantee. If the Company suffers losses due to violation of the approval authority and review procedures for the external guarantee by directors and senior management of the Company, the responsible directors and senior management shall be liable for compensation for the losses arising from the violation or improper external guarantee in accordance with the laws. If it is suspected of violation of laws, the case shall be referred to the judicial authorities.

Prior to making decisions on material issues of the Company, the Board of Directors shall first seek the opinions of the Party Committee. Directors and senior management of the Company shall prudently treat and strictly control the risks of debt arising from the external guarantee. If the Company suffers losses due to violation of the approval authority and review procedures for the external guarantee by directors and senior management of the Company, the responsible directors and senior management shall be liable for compensation for the losses arising from the violation or improper external guarantee in accordance with the laws. ~~The Supervisory Committee or eligible shareholders of the Company may file a lawsuit in accordance with the requirements under the Articles of Association;~~ if it is suspected of violation of laws, the case shall be referred to the judicial authorities.

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DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR MEETINGS OF THE BOARD OF DIRECTORS

APPENDIX III

	Original Articles		Amended Articles
	Article 12 The meeting of Board of Directors		Article 12 The meeting of Board of Directors
	includes regular meeting and extraordinary		includes regular meeting and extraordinary
	meeting. The Board of Directors shall at least		meeting. The Board of Directors shall at least
	convene 4 meetings each year. The meeting of		convene 4 meetings each year. The meeting of
	Board of Directors shall be convened by the		Board of Directors shall be convened by the
	chairman, and the notice of regular Board meeting		chairman, and the notice of regular Board meeting
	shall be provided to all the directors ~~and~~		shall be provided to all the directors 14 days prior
	~~supervisors ~~14 days prior to the meeting date.		to the meeting date.
	The Company shall deliver meeting materials to		The Company shall deliver meeting materials to
	the directors as soon as possible before the		the directors as soon as possible before the
	meeting of the Board of Directors (in principle, 3		meeting of the Board of Directors (in principle, 3
	days before the meeting of the Board of		days before the meeting of the Board of
	Directors) so that the directors have sufficient		Directors) so that the directors have sufficient
	time to review.		time to review.
	Article 13 If there exists one of the following		Article 13 If there exists one of the following
	circumstances, the chairman shall convene and		circumstances, the chairman shall convene and
	host the extraordinary meeting of Board of		host the extraordinary meeting of Board of
	Directors in 10 days after receiving the proposals:		Directors in 10 days after receiving the proposals:
	(i) When proposed by the shareholders holding		(i) When proposed by the shareholders holding
	more than 10% of the voting shares;		more than 10% of the voting shares;
	(ii) When proposed by more than 1/3 of the		(ii) When proposed by more than 1/3 of the
	directors;		directors;
	(iii) When proposed by the ~~Supervisory~~ ~~Committee~~;		(iii) When proposed by the audit committee; (iv) When considered necessary by the
	(iv) When considered necessary by the		chairman;
	chairman;		(v) When proposed by the president;
	(v) When proposed by the president;		(vi) Other circumstances set out in the
	(vi) Other circumstances set out in the		applicable laws, administrative regulations
	applicable laws, administrative regulations		and Articles of Association.
	and Articles of Association.

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DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR MEETINGS OF THE BOARD OF DIRECTORS

APPENDIX III

Original Articles Amended Articles Article 15 The meeting of Board of Directors Article 15 The meeting of Board of Directors shall be convened and hosted by the chairman. shall be convened and hosted by the chairman. When the chairman cannot perform his duties or When the chairman cannot perform his duties or fails to perform his duties, the meeting shall be fails to perform his duties, the meeting shall be convened and hosted by the vice chairman. When convened and hosted by the vice chairman. When the vice chairman cannot perform his duties or the vice chairman cannot perform his duties or fails to perform his duties, the meeting shall be fails to perform his duties, the meeting shall be convened and hosted by the director jointly convened and hosted by the director jointly elected by more than half of the directors. elected by more than half of the directors. Article 16 The Board may vote by means of Article 16 The Board may vote by means of written resolution when holding an extraordinary written resolution when holding an extraordinary board meeting, and the time limit for notice may board meeting, and the time limit for notice may not be subject to 14 days in advance, provided not be subject to 14 days in advance, provided that the notice must be delivered to the directors that the notice must be delivered to the directors ~~and supervisors~~ in a timely and effective manner. in a timely and effective manner. Except for force Except for force majeure factors, major business majeure factors, major business management management matters may not be voted by means matters may not be voted by means of written of written resolution. resolution.

Where the circumstance is urgent and it is necessary to hold an extraordinary meeting of the Board of Directors, the notice of the meeting may be circulated at any time by phone or any other oral means, but the convener shall make explanations at the meeting and relevant matters shall be recorded in the minutes of the meeting.

Where the circumstance is urgent and it is necessary to hold an extraordinary meeting of the Board of Directors, the notice of the meeting may be circulated at any time by phone or any other oral means, but the convener shall make explanations at the meeting and relevant matters shall be recorded in the minutes of the meeting.

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DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR MEETINGS OF THE BOARD OF DIRECTORS

APPENDIX III

Original Articles Amended Articles Article 17 The notice of meeting of Board of Article 17 The notice of meeting of Board of Directors shall at least include the following Directors shall at least include the following contents: contents: …… …… For all material issues that shall be decided by the For all material issues that shall be decided by the Board of Directors, the notice shall be given to all Board of Directors, the notice shall be given to all ~~the executive directors and external~~ directors directors according to the aforesaid provisions, ~~within the specified time~~ , sufficient information sufficient information shall be provided, and the shall be provided, and the specified procedures specified procedures shall be strictly followed. shall be strictly followed. The directors may The directors may require for supplementary require for supplementary materials. When more materials. When more than 1/4 of the directors or than 1/4 of the directors or more than 2 external more than 2 external directors consider that the directors consider that the information is information is insufficient or the argument is insufficient or the argument is unclear, they can unclear, they can jointly propose to suspend the jointly propose to suspend the meeting of Board meeting of Board of Directors or to suspend part of Directors or to suspend part of the issues to be of the issues to be discussed at the meeting, and discussed at the meeting, and the Board of the Board of Directors shall accept their proposal. Directors shall accept their proposal. The The directors proposing to suspend the voting directors proposing to suspend the voting shall shall provide clear requirements on the conditions provide clear requirements on the conditions that that the relevant proposal shall meet when the relevant proposal shall meet when re-submitted. re-submitted. Article 19 The meeting of Board of Directors Article 19 The meeting of Board of Directors shall be held only if more than half of the shall be held only if more than half of the directors (including the directors who entrust directors (including the directors who entrust other directors through written proxy to attend on other directors through written proxy to attend on their behalf) are present. ~~If a quorum is not~~ their behalf) are present. ~~constituted to hold the meeting because the~~ The president or secretary of the board who does ~~relevant directors refuse or fail to attend the~~ not serve as a director shall be present at the ~~meeting, the chairman and the secretary of the~~ board meeting. The general counsel (chief ~~board shall report to the supervisory department~~ compliance officer) shall attend the meeting as a ~~in time.~~ non-voting participant and give legal opinions in ~~The supervisors may be present at the meeting of~~ case of any legal issues involved in the ~~Board of Directors.~~ The president or secretary of deliberation of the board of directors. When the the board who does not serve as a director shall be meeting chairman considers necessary, he may present at the board meeting. When the meeting notify other relevant personnel to be present at the chairman considers necessary, he may notify board meeting. other relevant personnel to be present at the board meeting.

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DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR MEETINGS OF THE BOARD OF DIRECTORS

APPENDIX III

Original Articles Amended Articles Article 20 The directors, in principle, shall Article 20 The directors, in principle, shall attend the meeting of Board of Directors in attend the meeting of Board of Directors in person. If the director cannot attend the meeting person. If the director cannot attend the meeting for any reason, he shall review the meeting for any reason, he shall review the meeting documents and form clear opinions, and entrust documents and form clear opinions, and entrust other directors through written proxy to attend on other directors through written proxy to attend on his behalf. The proxy shall contain: his behalf. The proxy shall contain: (i) The names of the principal and trustee; (i) The names of the principal and trustee; (ii) The brief opinion of the principal on each (ii) The matters entrusted by the principal; proposal; (iii) The brief opinion of the principal on each (iii) The authority granted by the principal, the proposal; validity period of the authorization, and the (iv) The authority granted by the principal, the instruction for the voting on the proposals; validity period of the authorization, and the (iv) The signature of the principal and the date. instruction for the voting on the proposals; The entrusted director shall exercise the rights of (v) The signature of the principal and the date. the director on whose behalf he attends the The entrusted director shall exercise the rights of meeting within the scope of authority. The the director on whose behalf he attends the entrusted director shall submit the written proxy meeting within the scope of authority. The to the meeting chairman, ~~describe the entrusted~~ entrusted director shall submit the written proxy ~~attendance on the meeting attendance book,~~ and to the meeting chairman, and exercise the rights exercise the rights of the director on whose behalf of the director on whose behalf he attends the he attends the meeting within the scope of meeting within the scope of authority. If a authority. If a director fails to attend a meeting of director fails to attend a meeting of Board of Board of Directors nor entrusts any agent to Directors nor entrusts any agent to attend, he is attend, he is deemed to give up the voting right at deemed to give up the voting right at the meeting. the meeting. Article 24 The directors shall carefully read the Article 24 The directors shall carefully read the relevant meeting documents and express opinions relevant meeting documents and express opinions independently and prudently on the basis of being independently and prudently on the basis of being fully informed. The directors may request any fully informed. The directors may request any information necessary for decision-making from information necessary for decision-making from the relevant persons and institutions, such as the the relevant persons and institutions, such as the secretary of the board, meeting convener, secretary of the board, meeting convener, senior ~~president, other~~ senior management, each of the management, each of the special committees, special committees, accounting firm and law firm, accounting firm and law firm, before the meeting, before the meeting, or suggest the chairman of the or suggest the chairman of the meeting at the meeting at the meeting to ask the representatives meeting to ask the representatives of the aforesaid of the aforesaid persons and institutions present at persons and institutions present at the meeting to the meeting to explain the relevant circumstances. explain the relevant circumstances. …… ……

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DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR MEETINGS OF THE BOARD OF DIRECTORS

APPENDIX III

	Original Articles		Amended Articles
	Article 27 If any director needs to withdraw		Article 27 If any director needs to withdraw
	from voting because he is affiliated with the		from voting because he is affiliated with the
	enterprise involved in the proposal discussed at		enterprise or individual involved in the proposal
	the meeting of Board of Directors or for		discussed at the meeting of Board of Directors or
	compliance with the listing rules of the stock		for compliance with the listing rules of the stock
	exchange where the securities of the Company are		exchange where the securities of the Company are
	listed, ~~the director ~~shall not exercise the voting right on the relevant proposal or exercise the		listed, such Director shall promptly report to the Board of Directors in writing. A director with
	voting right on behalf of other directors and the		such a connected relationship shall not exercise
	Board of Directors may not resolve matters by		the voting right on the relevant proposal or
	way of written resolution in lieu of the convening		exercise the voting right on behalf of other
	of a Board meeting.		directors and the Board of Directors may not
	The meetings of the Board of Directors may be		resolve matters by way of written resolution in
	convened with the attendances of more than half		lieu of the convening of a Board meeting.
	of the unaffiliated directors, and the formed		The meetings of the Board of Directors may be
	resolutions shall be passed by more than half of		convened with the attendances of more than half
	the unaffiliated directors. If the unaffiliated		of the unaffiliated directors, and the formed
	directors attending the meeting are less than three		resolutions shall be passed by more than half of
	(3), such matters shall be submitted to the general		the unaffiliated directors. If the unaffiliated
	meeting for consideration.		directors attending the meeting are less than three
	……		(3), such matters shall be submitted to the general
			meeting for consideration.
			……
	Article 30 When the attending directors finish		Article 30 When the attending directors finish
	their voting, the secretary of the board shall		their voting, the secretary of the board shall
	collect the votes of the directors in time and count		collect the votes of the directors in time and count
	the votes under the supervision of ~~a supervisor or~~		the votes under the supervision of an independent
	an independent director.		director.
	……		……

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DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR MEETINGS OF THE BOARD OF DIRECTORS

APPENDIX III

Original Articles Amended Articles Article 34 The Board of Directors shall record Article 34 The Board of Directors shall record in Chinese the decisions on the matters discussed in Chinese the decisions on the matters discussed at the board meeting or the board meeting held at the board meeting or the board meeting held without the convening process and prepare the without the convening process and prepare the meeting minutes. The opinions expressed by the meeting minutes. The opinions expressed by the independent directors shall be listed in the independent directors shall be listed in the resolution of the Board of Directors. The meeting resolution of the Board of Directors. The meeting minutes of each board meeting shall be provided minutes of each board meeting shall be provided to all the directors for review as soon as possible. to all the directors for review as soon as possible. The director who intends to revise and The director who intends to revise and supplement to the minutes shall provide the supplement to the minutes shall provide the written report on revision to the chairman within written report on revision to the chairman within 1 week after receiving the meeting minutes. When 1 week after receiving the meeting minutes. When the meeting minutes is finalized, the attending the meeting minutes is finalized, the directors directors and recorder shall sign on the meeting attending or present at the meeting, secretary of minutes. The meeting minutes shall be maintained the Board and recorder shall sign on the meeting at the domicile of the Company in PRC, and the minutes. The meeting minutes shall be maintained complete copy shall be sent to each director as at the domicile of the Company in PRC, and the soon as possible. complete copy shall be sent to each director as (i) The meeting session, holding time, place soon as possible. The minutes of board meeting shall include:

• (i) The meeting session, holding time, place and model;

• (i) The meeting session, holding time, place and model;

• (ii) The delivery status of the meeting notice; (iii) The meeting convener and moderator; (iv) The names of the attending directors and the names of the directors (agents) attending the meeting on behalf of other directors;

• (ii) The delivery status of the meeting notice; (iii) The names of meeting convener and moderator;

• (iv) The names of the attending directors and the names of the directors (agents) attending the meeting on behalf of other directors;

Article 40 The board meeting archives, Article 40 The board meeting archives, including the meeting notices and meeting including the meeting notices and meeting materials, ~~meeting attendance book,~~ proxy forms materials, proxy forms for attendance, for attendance, audio-records of the meeting, audio-records of the meeting, votes, meeting votes, meeting minutes, meeting summaries, minutes, meeting summaries, resolution records resolution records and resolution announcements and resolution announcements (determined signed by the attending directors shall be according to the actual situations) signed by the maintained by the secretary of the board. The attending directors shall be maintained by the meeting minutes of the Board of Directors shall secretary of the board. The meeting minutes of be maintained as the Company archive the Board of Directors shall be maintained as the permanently. Company archive permanently.

Notes: 1. Revisions in the Chinese version involving only the change of “股東大會” to “股東會” are not presented on an article-by-article basis.

1. In any event of inconsistency, the Chinese language text of these rules shall prevail over the English language text.

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DETAILS OF PROPOSED AMENDMENTS TO THE WORKING MANUAL FOR THE INDEPENDENT DIRECTORS

APPENDIX IV

Details of proposed amendments to the Working Manual for the Independent Directors, with amendments underlined:

• Original Articles Amended Articles

• Article 6 Independent Directors appointed shall Article 6 Independent Directors appointed shall meet the following basic requirements: meet the following basic requirements: (1) With the qualifications to be a director of a (1) With the qualifications to be a director of a listed company in accordance with listed company in accordance with provisions of laws, administrative provisions of laws, administrative regulations and other relevant regulations; regulations and other relevant regulations;

• (2) Being independent as required in Article 7 (2) Being independent as required in Article 7 of this Manual; of this Manual;

• (3) With the basic knowledge of the operations (3) With the basic knowledge of the operations of listed companies and familiarity with of listed companies and familiarity with relevant laws, administrative regulations, relevant laws, administrative regulations, rules and regulations; rules and regulations;

• (4) With a minimum of five years’ working (4) With a minimum of five years’ working experience in legal, accounting or experience in legal, accounting or economics areas as required for performing economics areas as required for performing the duties of independent director; the duties of independent director;

• (5) Having good personal morality without bad (5) Having good personal morality without bad records such as material acts of bad faith; records such as material acts of bad faith;

• (6) Other requirements provided in ~~the laws,~~ (6) Other requirements provided in the laws, ~~regulations and the Articles of Association~~ . administrative regulations, the China Securities Regulatory Commission, the stock exchange(s) and the Articles of Association.

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APPENDIX IV

		Original Articles		Amended Articles
	Appointment qualifications of Independent		Appointment qualifications of Independent
	Director candidates shall comply with the		Director candidates shall comply with the
	following laws, administrative regulations and		following laws, administrative regulations and
	departmental rules:		departmental rules:
	(1)	Requirements in the Company Law for the	(1)	Requirements in the Company Law and
		qualifications of serving as a director;		other regulations for the qualifications of
	(2)	Requirements in the Civil Servant Law of		serving as a director;
		the People’s Republic of China for civil	(2)	Requirements in the Civil Servant Law of
		servants holding concurrent posts;		the People’s Republic of China for civil
	(3)	Requirements in the Notice on Regulating		servants holding concurrent posts;
		State Official’s Service as Independent	(3)	Relevant requirements in the Administrative
		Directors and Independent Supervisors of		Rules for Independent Directors of Listed
		Listed Companies and Fund Management		Companies promulgated by the China
		Companies after Resignation or Retirement		Securities Regulatory Commission;
		issued by CPC Central Commission for	(4)	Requirements in the Notice on Regulating
		Discipline Inspection and Organization		State Official’s Service as Independent
		Department of the CPC Central Committee;		Directors and Independent Supervisors of
	(4)	Requirements in members of leader team of		Listed Companies and Fund Management
		colleges and universities holding concurrent		Companies after Resignation or Retirement
		positions stipulated in the Opinions on		issued by CPC Central Commission for
		Strengthening the Combat against		Discipline Inspection and Organization
		Corruption and Promotion of Clean Conduct		Department of the CPC Central Committee;
		in Colleges and Universities issued by CPC	(5)	Requirements in the Opinions on Further
		Central Commission for Discipline		Regulating Party and Government Senior
		Inspection, the Ministry of Education and		Officers from Concurrently Serving in
		the Ministry of Supervision;		Companies promulgated by the Organization
	(5)	Requirements in other laws, administrative		Department of the Chinese Communist
		regulations ~~and ~~department rules.		Party;
			(6)	Requirements in members of leader team of
				colleges and universities holding concurrent
				positions stipulated in the Opinions on
				Strengthening the Combat against
				Corruption and Promotion of Clean Conduct
				in Colleges and Universities issued by CPC
				Central Commission for Discipline
				Inspection, the Ministry of Education and
				the Ministry of Supervision;
			(7)	Requirements in other laws, administrative
				regulations, department rules, the stock
				exchange(s) and the Articles of Association.

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DETAILS OF PROPOSED AMENDMENTS TO THE WORKING MANUAL FOR THE INDEPENDENT DIRECTORS

APPENDIX IV

		Original Articles	Original Articles	Original Articles		Amended Articles
	Article 7 The Independent Directors shall keep				Article 7 The Independent Directors shall keep
	independent. The		following persons shall not		independent. The following persons shall not
	serve	as Independent Directors:			serve	as Independent Directors:
	……				……
	(10)	Other persons as stipulated in the relevant			(10)	Other persons as stipulated in the provisions
		rules of the China Securities Regulatory				of the China Securities Regulatory
		Commission	and the stock exchanges on			Commission and the relevant rules of the
		which the Company is listed.				stock exchanges on which the Company is
	……					listed.
					……

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DETAILS OF PROPOSED AMENDMENTS TO THE WORKING MANUAL FOR THE INDEPENDENT DIRECTORS

APPENDIX IV

	Original Articles	Amended Articles
	Article 9 The Company’s Board of Directors~~,~~	Article 9 The Company’s Board of Directors or
	~~Board~~ ~~of~~ ~~Supervisors~~ or Shareholders	Shareholders individually or jointly hold more
	individually or jointly hold more than 1% of the	than 1% of the total number of outstanding shares
	~~issued shares ~~of the Company are entitled to nominate Independent Directors to be elected at	with voting rights of the Company are entitled to nominate Independent Directors to be elected at
	the general meetings.	the general meetings.
	The investor protection institution established by	The investor protection institution established by
	law may publicly request the shareholders to	law may publicly request the shareholders to
	entrust it with the exercise of the right to	entrust it with the exercise of the right to
	nominate Independent Directors on behalf of	nominate Independent Directors on behalf of
	them.	them.
	The nominator set out in paragraph 1 shall not	The nominator set out in paragraph 1 shall not
	nominate any person with an interest or a close	nominate any person with an interest or a close
	relationship who may affect the independent	relationship who may affect the independent
	performance of his or her duties as an	performance of his or her duties as an
	Independent Director candidate.	Independent Director candidate.
	Nominator(s) of Independent Directors shall	Nominator(s) of Independent Directors shall
	obtain the consent of the nominee prior to any	obtain the consent of the nominee prior to any
	nomination. ~~The nominator shall fully understand~~ ~~the conditions of his or her nominee’s occupation,~~ ~~education,~~ ~~job~~ ~~position,~~ ~~detailed~~ ~~working~~ ~~experience, all part-time jobs, and whether he/she~~ ~~has any bad records such as material acts of bad~~ ~~faith, and give an opinion on other conditions and~~ ~~independence of the nominee for the position of~~ ~~Independent Directors. The nominee shall make a~~ ~~public~~ ~~declaration~~ ~~that~~ ~~he/she~~ ~~meets~~ ~~the~~ ~~independence requirements and other conditions~~ ~~for serving as an Independent Director.~~ Prior to convening the general meetings for the	nomination. The nominator of an Independent Director shall prudently verify whether the candidate for Independent Director satisfies the conditions and qualifications for office, ability to perform duties, and whether there are circumstances that affect his or her independence (such as the nominee’s occupation, education, job position, detailed working experience, all part-time jobs, and whether he/she has any bad records such as material acts of bad faith) and make a statement and undertaking on the verification results. Candidates for Independent
	election of Independent Directors, the Company’s	Directors shall make statements and undertakings
	Board of Directors shall make an announcement	on whether they meet the requirements of laws
	regarding the above matters pursuant to the	and regulations and the relevant provisions of the
	regulations.	stock exchange on the conditions, qualifications
		and independence requirements, etc. of
		Independent Directors.
		Prior to convening the general meetings for the
		election of Independent Directors, the Company’s
		Board of Directors shall make an announcement
		regarding the above matters pursuant to the
		regulations.

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DETAILS OF PROPOSED AMENDMENTS TO THE WORKING MANUAL FOR THE INDEPENDENT DIRECTORS

APPENDIX IV

Original Articles Amended Articles Article 10 The nomination committee shall Article 10 The nomination committee shall review the qualifications of the nominees and review the qualifications of the nominees and formulate clear review opinions. formulate clear review opinions. The Company shall, prior to the holding of the The Company shall, prior to the holding of the general meeting for the election of Independent general meeting for the election of Independent Directors, disclose the relevant contents in Directors (no later than the publication of the accordance with the provisions of Article 9 of this notice of convening the general meeting for the Manual and the preceding paragraph, and submit election of Independent Directors), disclose the the relevant materials of all the Independent relevant contents in accordance with the Director candidates to the stock exchange, provisions of Article 9 of this Manual and the ensuring that the relevant materials submitted are preceding paragraph, and submit the relevant true, accurate and complete. materials of all the Independent Director The stock exchange will, in accordance with the candidates to the stock exchange, ensuring that relevant regulations, review the relevant materials the relevant materials submitted are true, accurate of the Independent Director candidates, prudently and complete. judge whether the Independent Director The stock exchange will, in accordance with the candidates meet the qualifications for office and relevant regulations, review the relevant materials have the right to raise objections. If the stock of the Independent Director candidates, prudently exchange raises any objection, the Company shall judge whether the Independent Director not submit it to the general meeting for election. candidates meet the qualifications for office and have the right to raise objections. If the stock exchange raises any objection, the Company shall not submit it to the general meeting for election. If the proposal has already been submitted to the general meeting for consideration, it shall be cancelled.

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DETAILS OF PROPOSED AMENDMENTS TO THE WORKING MANUAL FOR THE INDEPENDENT DIRECTORS

APPENDIX IV

Original Articles Amended Articles Article 13 Independent Directors shall attend Article 13 Independent Directors shall attend the meetings of Board of Directors in person. If the meetings of Board of Directors in person. If for some reason he/she is unable to attend the for some reason he/she is unable to attend the meeting in person, the Independent Director shall meeting in person, the Independent Director shall review the meeting materials in advance, review the meeting materials in advance, formulate a clear opinion, and entrust other formulate a clear opinion, and entrust other Independent Directors to attend on his/her behalf Independent Directors to attend on his/her behalf in writing. If an Independent Director fails to in writing. If an Independent Director fails to attend the meeting of Board of Directors in attend the meeting of Board of Directors in person for two consecutive times and does not person for two consecutive times and does not entrust other Independent Directors to attend on entrust other Independent Directors to attend on his/her behalf, the Board of Directors shall, his/her behalf, the Board of Directors shall, within 30 days from the date of such occurrence, within 30 days from the date of such occurrence, propose to hold a general meeting to dismiss the propose to hold a general meeting to dismiss the Independent Director. Independent Director.

Before the expiration of the term of office of an Independent Director, the Company may remove him or her through legal procedures. In case of early dismissal, the Company shall disclose the specific reasons and basis in a timely manner. If the Independent Director has any objection, the Company shall disclose it in a timely manner. If an Independent Director fails to meet the ~~requirements of item 1 or item 2 of paragraph 1~~ of Article 6 of this Manual, he/she shall immediately stop performing his/her duties and resign from his/her post. If the Independent Director fails to resign, the Board of Directors shall, upon becoming aware of or when it should have become aware of the fact, immediately remove him/her from office as required.

Before the expiration of the term of office of an Independent Director, the Company may remove him or her through legal procedures. In case of early dismissal, the Company shall disclose the specific reasons and basis in a timely manner. If the Independent Director has any objection, the Company shall disclose it in a timely manner. If an Independent Director fails to meet the qualifications for office or independence requirements of Article 6 and 7 of this Manual, he/she shall immediately stop performing his/her duties and resign from his/her post. If the Independent Director fails to resign within the prescribed period, the Board of Directors shall, upon becoming aware of or when it should have become aware of the fact, immediately remove him/her from office as required.

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DETAILS OF PROPOSED AMENDMENTS TO THE WORKING MANUAL FOR THE INDEPENDENT DIRECTORS

APPENDIX IV

Original Articles Amended Articles If the Independent Directors resign or are If the Independent Directors resign or are dismissed ~~due to the circumstances specified in~~ dismissed, resulting in the proportion of ~~the preceding paragraph~~ , resulting in the Independent Directors on the Board of Directors proportion of Independent Directors on the Board or its special committee not conforming to the of Directors or its special committee not provisions of relevant laws and regulations or the conforming to the provisions of relevant laws and Articles of Association or the lack of an regulations or the Articles of Association or the accounting professional among the Independent lack of an accounting professional among the Directors, the resigned Independent Director shall Independent Directors ~~, the~~ Company shall continue to perform his or her duties until new complete the by-election within 60 days from the Independent Director is appointed, except that the date of the occurrence of the aforesaid facts. Independent Director resigns due to loss of independence or is dismissed according to law. The Company shall complete the by-election within 60 days from the date of the occurrence of the aforesaid facts. If an Independent Director is removed from office before the expiration of his/her term of office and considers the reason for removal to be improper, he/she may submit an objection together with relevant reasons, and the Company shall make disclosure in a timely manner.

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DETAILS OF PROPOSED AMENDMENTS TO THE WORKING MANUAL FOR THE INDEPENDENT DIRECTORS

APPENDIX IV

Original Articles Amended Articles Article 14 Independent Directors may resign Article 14 Independent Directors may resign before the expiry of his or her term of office. before the expiry of his or her term of office. Independent Director shall submit a written Independent Director shall submit a written resignation report to the Board of Directors with resignation report to the Board of Directors with an explanation on any circumstances relating to an explanation on any circumstances relating to his or her resignation or what such Independent his or her resignation or what such Independent Directors considers to be necessary to draw to the Directors considers to be necessary to draw to the attention of the Shareholders and the Company’s attention of the Shareholders and the Company’s creditors. The Company shall disclose the reason creditors. The Company shall disclose the reason for the resignation of the Independent Director for the resignation of the Independent Director and the matters in need of attention. and the matters in need of attention.

~~If the number of Independent Directors falls below three or the proportion of Independent Directors in members composition of the Board of Directors falls below one-thirds or there is no accounting professional among the existing Independent Directors due to the resignation of the Independent Directors, the resigned Independent Director shall continue to perform his or her duties until new Independent Director is appointed, except that the Independent Director resigns due to loss of independence or is dismissed according to law. The listed company shall complete the by-election within 60 days from the date of resignation of the Independent Director.~~

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DETAILS OF PROPOSED AMENDMENTS TO THE WORKING MANUAL FOR THE INDEPENDENT DIRECTORS

APPENDIX IV

• Original Articles Amended Articles

• Article 16 The Independent Directors shall Article 16 The Independent Directors, as perform the following duties: members of the Board of Directors, owe fiduciary (1) To participate in the decision-making of the duties and duties of diligence to the Company and Board of Directors and express clear all shareholders, and shall prudently perform the opinions on the items discussed; following duties:

• (2) To supervise the potential major conflicts of (1) To participate in the decision-making of the interest between the listed company and its Board of Directors and express clear controlling shareholders, actual controllers, opinions on the items discussed; directors and senior officers as set out in (2) To supervise the potential major conflicts of Articles 19, 20, 25, 26 and 27 of this interest between the listed company and its Manual, promote the Board of Directors to controlling shareholders, actual controllers, make decisions in line with the whole directors and senior officers as set out in interests of listed company and protect the Articles 19, 20, 25, 26 and 27 of this legitimate rights and interests of minority Manual, promote the Board of Directors to shareholders; make decisions in line with the whole

• (3) To provide professional and objective interests of listed company and protect the suggestions on the operation and legitimate rights and interests of minority development of the listed company, and shareholders; promote the improvement of the (3) To provide professional and objective decision-making level of the Board of suggestions on the operation and Directors; development of the listed company, and

• (4) Other responsibilities set out in the laws, promote the improvement of the administrative regulations, rules of China decision-making level of the Board of Securities Regulatory Commission and the Directors; Articles of Association. (4) Other responsibilities set out in the laws, administrative regulations, rules of China Securities Regulatory Commission and the Articles of Association.

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DETAILS OF PROPOSED AMENDMENTS TO THE WORKING MANUAL FOR THE INDEPENDENT DIRECTORS

APPENDIX IV

Original Articles Amended Articles Article 23 The Independent Director shall Article 23 The Independent Director shall perform his/her duties in the special committee of perform his/her duties in the special committee of the Board of Directors of the Company in the Board of Directors of the Company in accordance with laws, administrative regulations, accordance with laws, administrative regulations, rules of China Securities Regulatory Commission, rules of China Securities Regulatory Commission, business rules of the stock exchange and the business rules of the stock exchange and the Articles of Association. The Independent Director provisions of the Articles of Association. The shall attend the meeting of the special committee Independent Director shall attend the meeting of in person. If for some reason he/she is unable to the special committee in person. If for some attend the meeting in person, such Independent reason he/she is unable to attend the meeting in Director shall review the meeting materials in person, such Independent Director shall review advance, formulate a clear opinion, and entrust the meeting materials in advance, formulate a other Independent Directors to attend on his/her clear opinion, and entrust other Independent behalf in writing. The Independent Director may, Directors to attend on his/her behalf in writing. in the course of performing his/her duties, bring The Independent Director may, in the course of to the attention of the special committee performing his/her duties, bring to the attention important matters of the Company within the of the special committee important matters of the scope of the responsibilities of the special Company within the scope of the responsibilities committee for discussion and deliberation in a of the special committee for discussion and timely manner in accordance with the procedures. deliberation in a timely manner in accordance with the procedures.

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DETAILS OF PROPOSED AMENDMENTS TO THE WORKING MANUAL FOR THE INDEPENDENT DIRECTORS

APPENDIX IV

Original Articles Amended Articles Article 24 The audit committee of the Board of Article 24 The audit committee of the Board of Directors of the Company shall be responsible for Directors of the Company shall be responsible for reviewing the Company’s financial information reviewing the Company’s financial information and its disclosure, supervising and evaluating and its disclosure, supervising and evaluating internal and external audit work and internal internal and external audit work and internal control. The following matters shall be submitted control. The following matters shall be submitted to the Board of Directors for consideration upon to the Board of Directors for consideration upon the consent of more than half of all members of the consent of more than half of all members of the audit committee: the audit committee:

• (1) Disclosure of financial information and (1) Disclosure of financial information and internal control evaluation reports in internal control evaluation reports in financial accounting reports and periodic financial accounting reports and periodic reports; reports;

• (2) Engagement or removal of accounting firm (2) Engagement or removal of accounting firm that provides audit services for the that provides audit services for the Company; Company;

• (3) Appointment or dismissal of the financial (3) Appointment or dismissal of the financial controller; controller;

(4) To make changes in accounting policies, (4) To make changes in accounting policies, accounting estimates or correct major accounting estimates or correct major accounting errors due to reasons other than accounting errors due to reasons other than changes in accounting standards; changes in accounting standards; (5) Other matters set out in the laws, (5) Other matters set out in the laws, administrative regulations, rules of China administrative regulations, rules of China Securities Regulatory Commission and the Securities Regulatory Commission, the Articles of Association. listing rules of the place where the shares The audit committee shall meet at least once a are listed and the Articles of Association. quarter. An extraordinary meeting may be The audit committee shall meet at least once a convened on the proposal of two or more quarter. An extraordinary meeting may be members, or if the convenor deems it necessary. A convened on the proposal of two or more meeting of the audit committee may be held only members, or if the convenor deems it necessary. A when more than two-thirds of the members are meeting of the audit committee may be held only present. when more than two-thirds of the members are present. The audit committee shall exercise the powers of the Supervisory Committee as prescribed in the Company Law.

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DETAILS OF PROPOSED AMENDMENTS TO THE WORKING MANUAL FOR THE INDEPENDENT DIRECTORS

APPENDIX IV

Original Articles Amended Articles Article 25 The nominating committee of the Article 25 The nominating committee of the Board of Directors of the Company shall be Board of Directors of the Company shall be responsible for formulating the criteria and responsible for formulating the criteria and procedures for the selection of directors and procedures for the selection of directors and senior officers, selecting and reviewing the senior officers, selecting and reviewing the candidates for directors and senior officers and candidates for directors and senior officers and reviewing their qualifications for office, and reviewing their qualifications for office, and making recommendations to the Board of making recommendations to the Board of Directors on the following matters: Directors on the following matters:

• (1) Nomination or appointment and removal of directors;

• (1) Nomination or appointment and removal of directors;

• (2) Appointment or dismissal of senior officers; (2) Appointment or dismissal of senior officers; (3) Other matters set out in the laws, (3) Other matters set out in the laws, administrative regulations, rules of China administrative regulations, rules of China Securities Regulatory Commission and the Securities Regulatory Commission, the Articles of Association. listing rules of the place where the shares

• If the Board of Directors fails to adopt or fully are listed and the Articles of Association. adopt the recommendations of the nomination If the Board of Directors fails to adopt or fully committee, the Board of Directors shall record in adopt the recommendations of the nomination its resolution the opinions of the nomination committee, the Board of Directors shall record in committee and the specific reasons for not its resolution the opinions of the nomination adopting such opinions, and make corresponding committee and the specific reasons for not disclosure. adopting such opinions, and make corresponding disclosure.

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DETAILS OF PROPOSED AMENDMENTS TO THE WORKING MANUAL FOR THE INDEPENDENT DIRECTORS

APPENDIX IV

Original Articles Amended Articles Article 26 The remuneration committee of the Article 26 The remuneration committee of the Board of Directors of the Company shall be Board of Directors of the Company shall be responsible for formulating evaluation standards responsible for formulating evaluation standards of directors and senior officers, carrying out of directors and senior officers, carrying out evaluations, formulating and reviewing the evaluations, formulating and reviewing the remuneration policies and programs of directors remuneration decision mechanisms, decision-making and senior officers, and making recommendations procedures, payment and clawback arrangements and to the Board of Directors on the following other remuneration policies and programs of directors matters: and senior officers, and making recommendations to the (1) Remunerations of directors and senior Board of Directors on the following matters:

• (1) Remunerations of directors and senior officers;

• (1) Remunerations of directors and senior officers;

• (2) Formulation or change of the equity incentive plans and employee stock (2) Formulation or change of the equity ownership plans, and the conditions for the incentive plans and employee stock incentive objects to be granted with options ownership plans, and the conditions for the and exercise options; incentive objects to be granted with options

• (3) The of of and exercise options;

• (3) The arrangement of shareholding plans of directors and senior officers in subsidiaries to be spun off;

• (3) The arrangement of shareholding plans of directors and senior officers in subsidiaries to be spun off;

(4) Other matters set out in the laws, to spun administrative regulations, rules of China (4) Other matters set out in the laws, Securities Regulatory Commission and the administrative regulations, rules of China Articles of Association. Securities Regulatory Commission, the If the Board of Directors fails to adopt or fully listing rules of the place where the shares adopt the recommendations of the remuneration are listed and the Articles of Association. committee, the Board of Directors shall record in If the Board of Directors fails to adopt or fully its resolution the opinions of the remuneration adopt the recommendations of the remuneration committee and the specific reasons for not committee, the Board of Directors shall record in adopting such opinions, and make corresponding its resolution the opinions of the remuneration disclosure. committee and the specific reasons for not adopting such opinions, and make corresponding disclosure.

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DETAILS OF PROPOSED AMENDMENTS TO THE WORKING MANUAL FOR THE INDEPENDENT DIRECTORS

APPENDIX IV

Original Articles Amended Articles Article 27 The on-site working time of an Article 27 The on-site working time of an Independent Director in the ~~listed company~~ shall Independent Director in the Company shall not be not be less than 15 days per year. less than 15 days per year. In addition to attending the general meeting, the In addition to attending the general meeting, the meetings of the Board of Directors and its special meetings of the Board of Directors and its special committees, and Special Meetings of Independent committees, and Special Meetings of Independent Directors as required, Independent Directors can Directors as required, Independent Directors can perform their duties by regularly obtaining perform their duties by regularly obtaining information about the operation of the listed information about the operation of the listed company, debriefing from the management, company, debriefing from the management, communicating with the head of the internal audit communicating with the head of the internal audit institution, the accounting firm undertaking the institution, the accounting firm undertaking the Company’s audit business and other Company’s audit business and other intermediaries, conducting on-site inspection, intermediaries, conducting on-site inspection, communicating with minority shareholders and communicating with minority shareholders and other means. other means. Article 31 Reasonable expenses incurred by the Article 31 Reasonable expenses incurred by the Independent Directors in the course of Independent Directors in the course of performance of their duties shall be borne by the performance of their duties shall be borne by the Company. The Independent Directors shall have Company. The Independent Directors shall have the right to ask for advance on reasonable fees the right to ask for advance on reasonable fees required to perform their duties from the ~~listed~~ required to perform their duties from the ~~company.~~ Company. The Company may establish an independent The Company may establish an independent director liability insurance system to reduce the director liability insurance system to reduce the risks that may arise from the normal performance risks that may arise from the normal performance of duties by Independent Directors. of duties by Independent Directors.

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DETAILS OF PROPOSED AMENDMENTS TO THE WORKING MANUAL FOR THE INDEPENDENT DIRECTORS

APPENDIX IV

• Original Articles Amended Articles

• Article 42 Meaning of the terms used in this Article 42 Meaning of the terms used in this Manual: Manual: (1) “Major shareholder” refers to a shareholder (1) “Major shareholder” refers to a shareholder who holds 5% or more of the shares of the who holds 5% or more of the shares of the listed company, or a shareholder who holds listed company, or a shareholder who holds less than 5% of the shares but has significant less than 5% of the shares but has significant influence on the listed company; influence on the listed company;

• (2) “Minority shareholders” refer to the (2) “Minority shareholders” refer to the shareholders who individually or shareholders who individually or collectively hold less than 5% of the shares collectively hold less than 5% of the shares of the listed company and do not serve as of the listed company and do not serve as the directors ~~, supervisors~~ or senior officers the directors or senior officers of the listed of the listed company; company;

• (3) “Subsidiary” refers to the enterprise under (3) “Subsidiary” refers to the enterprise under the direct or indirect control of the relevant the direct or indirect control of the relevant entity; entity;

• (4) “Major social connections” refer to siblings, (4) “Major social connections” refer to siblings, spouses of siblings, parents of spouses, spouses of siblings, parents of spouses, siblings of spouses, spouses of children, siblings of spouses, spouses of children, parents of children’s spouses, etc. parents of children’s spouses, etc.

• Notes: 1. Revisions in the Chinese version involving only the change of “股東大會” to “股東會” are not presented on an article-by-article basis.

• In any event of inconsistency, the Chinese language text of these rules shall prevail over the English language text.

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APPENDIX V DETAILS OF PROPOSED AMENDMENTS TO THE POLICY FOR THE MANAGEMENT OF CONNECTED TRANSACTIONS

Details of proposed amendments to the Policy for the Management of Connected Transactions, with amendments underlined:

Original Articles Amended Articles Article 7 Any entity set forth under Article 6(ii) Article 7 Any entity set forth under Article 6(ii) that is under common control with the Company that is under common control with the Company by the same state-owned asset administration by the same state-owned asset administration agency shall not be deemed to be a related person agency shall not be deemed to be a related person of the Company due to the existence of such of the Company due to the existence of such common control only, except to the extent that the common control only, except to the extent that the legal representative, president or half of directors legal representative, president or half of directors of such entity concurrently serve as the director ~~,~~ of such entity concurrently serve as the director ~~supervisor~~ or senior officer of the Company. or senior officer of the Company. Article 8 Connected natural persons of the Article 8 Connected natural persons of the Company shall include any natural persons who: Company shall include any natural persons who: (i) hold, directly or indirectly, 5% shares of the (i) hold, directly or indirectly, 5% shares of the Company; Company; (ii) are the directors ~~, supervisors~~ or senior (ii) are the directors or senior officer of the officer of the Company; Company; …… …… Article 12 Directors, ~~supervisors,~~ senior officer Article 12 Directors, senior officer of the of the Company, shareholders holding over 5% of Company, shareholders holding over 5% of the the shares of the Company, de facto controllers shares of the Company, de facto controllers and and any parties acting in concert with them shall any parties acting in concert with them shall notify the Company of any connected relationship notify the Company of any connected relationship with the Company in a timely manner. with the Company in a timely manner. ~~Article 13 The audit committee of the Company shall review the list of related persons of the Company, and shall report the same to the Board of Directors and Supervisory Committee in a timely manner.~~

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DETAILS OF PROPOSED AMENDMENTS TO THE POLICY FOR THE MANAGEMENT OF CONNECTED TRANSACTIONS

APPENDIX V

Original Articles Amended Articles ~~Article 15~~ Any proposed connected transaction Article 14 Any proposed connected transaction between the Company or any of its subsidiaries or between the Company or any of its subsidiaries or branches and a related person of the Company branches and a related person of the Company shall be conducted after implementation of shall be conducted after implementation of decision-making procedures in accordance with decision-making procedures in accordance with the rules of this Policy. The proposal on the the rules of this Policy and relevant management connected transaction submitted to the meeting systems of the Company. The proposal on the for consideration and approval shall detail the connected transaction submitted to the meeting specific contents, pricing policies, necessity and for consideration and approval shall detail the feasibility of the transaction and the impact on the specific contents, pricing policies, necessity and interest of the Company and the shareholders, and feasibility of the transaction and the impact on the the specific terms shall be prepared by the interest of the Company and the shareholders, and functions of the Company that are in charge of the specific terms shall be prepared by the such connected transaction. functions of the Company that are in charge of such connected transaction.

==> picture [221 x 379] intentionally omitted <==

----- Start of picture text -----

Article 16 Any of the following connected
transactions shall be deemed as a small-amount
connected transaction and shall be subject to the
approval of the president office meeting:
(i) any transaction between the Company and a
related legal person (or other entities) which
involves an amount (including liabilities and
expenses assumed) of less than RMB3
million or 0.5% of the absolute value of
most recently audited net assets of the
Company (excluding provision of
guarantees by the Company);
(ii) any transaction between the Company and a
related natural person which involves an
amount (including liabilities and expenses
assumed) of less than RMB300,000
(excluding provision of guarantees by the
Company); or
(iii) any other transaction between the Company
and a related person which involves an
amount that is less than the minimum
amount requiring filing and publication
under the requirements of the Rules
Governing the Listing of Securities on the
Stock Exchange of Hong Kong Limited or
Rules Governing the Listing of Securities on
the Shanghai Stock Exchange.
----- End of picture text -----

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DETAILS OF PROPOSED AMENDMENTS TO THE POLICY FOR THE MANAGEMENT OF CONNECTED TRANSACTIONS

APPENDIX V

Original Articles Amended Articles ~~Article 42~~ Where any director, ~~supervisor,~~ Article 40 Where any director, senior officer of senior officer of the Company, in violation of the Company, in violation of applicable laws, applicable laws, regulations and this Policy, aids, regulations and this Policy, aids, abets or abets or condones any embezzlement by any condones any embezzlement by any controlling controlling shareholder or other related person of shareholder or other related person of any assets any assets of the Company or infringement by of the Company or infringement by them upon them upon interests of the Company, the Board of interests of the Company, the Board of Directors Directors of the Company will, according to the of the Company will, according to the severity of severity of such violation, impose disciplinary such violation, impose disciplinary measures on measures on the party directly responsible for the the party directly responsible for the violation and violation and dismiss the director that committed dismiss the director that committed a material a material breach, and may hold them liable for breach, and may hold them liable for reasonable reasonable losses according to the severity of losses according to the severity of losses caused losses caused to the Company; in case any to the Company; in case any violation amounts to violation amounts to a crime, the liable party will a crime, the liable party will be transferred to the be transferred to the judicial authorities. judicial authorities.

……

……

~~Article 46~~ The “affiliated director” referred to herein shall mean a director who: …… (v) is a close family member of a director~~,~~ ~~supervisor~~ or senior officer of the counterparty or its direct or indirect controllers; or (vi) is deemed by the China Securities Regulatory Commission, the stock exchange on which the shares of the Company are listed or the Company to have a conflict of interests with the Company that may affect his independent commercial judgment.

Article 44 The “affiliated director” referred to herein shall mean a director who: …… (v) is a close family member of a director or senior officer of the counterparty or its direct or indirect controllers; or (vi) is deemed by the China Securities Regulatory Commission, the stock exchange on which the shares of the Company are listed or the Company to have a conflict of interests with the Company that may affect his independent commercial judgment.

• Notes: 1. Apart from those set out in the above table, the corresponding article numbers of the Policy for the Management of Connected Transactions shall be adjusted accordingly.

• Revisions in the Chinese version involving only the change of “股東大會” to “股東會” are not presented on an article-by-article basis.

• In any event of inconsistency, the Chinese language text of these rules shall prevail over the English language text.

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DETAILS OF PROPOSED AMENDMENTS TO THE POLICY FOR THE MANAGEMENT OF EXTERNAL GUARANTEES TO BE PROVIDED BY THE COMPANY

APPENDIX VI

Details of proposed amendments to the Policy for the Management of External Guarantees to be Provided by the Company, with amendments underlined:

Original Articles Amended Articles Article 4 The external guarantees provided by Article 4 The external guarantees provided by the Company and its controlled subsidiaries shall the Company and its controlled subsidiaries shall be subject to the review, approval and be subject to the review, approval and administration of the Company. The finance administration of the Company. The finance department, risk management department, department, risk management department, respective business sub-segment supervisory respective business sub-segment supervisory department of the Company and ~~capital operation~~ department of the Company and office of the ~~department~~ of the Company shall be jointly Board of Directors of the Company shall be responsible. In terms of external guarantee, the jointly responsible. In terms of external responsibilities of the relevant departments are as guarantee, the responsibilities of the relevant follows: departments are as follows: …… …… The ~~capital operation department~~ of the Company The office of the Board of Directors of the shall arrange for reporting to the Board of Company shall arrange for reporting to the Board Directors on the relevant guarantees and shall be of Directors on the relevant guarantees and shall responsible for the information disclosure in be responsible for the information disclosure in relation to the relevant guarantees. relation to the relevant guarantees. Article 15 The following external guarantees Article 15 The following external guarantees shall be tabled at the general meeting for shall be tabled at the general meeting for shareholders’ approval after being approved and shareholders’ approval after being approved and passed at the board meeting by the board of passed at the board meeting by the board of directors: directors: (i) Any security to be provided after the (i) Any security to be provided after the aggregate amount of external securities aggregate amount of external securities provided by the Company and its controlled provided by the Company and its controlled subsidiaries meets or exceeds 50% of the subsidiaries meets or exceeds 50% of the most recent audited net assets; most recent audited net assets; (ii) Any security to be provided after the (ii) Any security to be provided after the aggregate amount of the Company and its aggregate amount of the Company and its controlled subsidiaries meets or exceeds controlled subsidiaries meets or exceeds 30% of the most recent audited total assets; 30% of the most recent audited total assets; (iii) In accordance with the principle of (iii) In accordance with the principle of accumulative calculation for 12 consecutive accumulative calculation for 12 consecutive months, any guarantee provided by the months, any guarantee provided by the Company within one year has exceeded 30% Company to other persons within one year of the Company’s latest audited total assets; has exceeded 30% of the Company’s latest …… audited total assets; ……

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DETAILS OF PROPOSED AMENDMENTS TO THE POLICY FOR THE MANAGEMENT OF EXTERNAL GUARANTEES TO BE PROVIDED BY THE COMPANY

APPENDIX VI

	Original Articles	Amended Articles
	Article 44 Directors and senior management of	Article 44 Directors and senior management of
	the Company shall prudently treat and strictly	the Company shall prudently treat and strictly
	control the risks of debt arising from the external	control the risks of debt arising from the external
	guarantees. If the Company suffers losses due to	guarantees. If the Company suffers losses due to
	violation of the approval authority and review	violation of the approval authority and review
	procedures for the external guarantee by Directors	procedures for the external guarantee by Directors
	and senior management of the Company, the	and senior management of the Company, the
	responsible Directors and senior management	responsible Directors and senior management
	shall be liable for compensation for the losses	shall be liable for compensation for the losses
	arising from the violation or improper external	arising from the violation or improper external
	guarantee in accordance with the laws. The	guarantee in accordance with the laws. The Audit
	~~Supervisory Committee ~~or eligible shareholders ~~of the Company ~~may file a lawsuit in accordance	Committee or eligible shareholders may file a lawsuit in accordance with the requirements
	with the requirements under the Articles of	under the Articles of Association.
	Association.

Notes: 1. Revisions in the Chinese version involving only the change of “股東大會” to “股東會” are not presented on an article-by-article basis.

1. In any event of inconsistency, the Chinese language text of these rules shall prevail over the English language text.

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NOTICE OF 2025 THIRD 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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中國外運股份有限公司 Sinotrans Limited

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

(Stock Code: 00598)

NOTICE OF 2025 THIRD EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2025 third extraordinary general meeting (the “ EGM ”) of Sinotrans Limited (the “ Company ”) will be held at 1st Meeting Room, 11th Floor, China Merchants Plaza Tower B, Building 10, No. 5 Anding Road, Chaoyang District, Beijing 100029, the People’s Republic of China at 2:30 p.m. on 29 September 2025 for the purpose of considering and, if thought fit, approving, with or without modifications, the following resolution:

SPECIAL RESOLUTIONS

1. To consider and approve the proposed reduction of registered capital of the Company.

2. To consider and approve the proposed amendments to the Articles of Association and abolishment of the supervisory committee.

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NOTICE OF 2025 THIRD EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTION

1. To consider and approve the proposed amendments to the Procedural Rules for General Meetings of the Company, the Procedural Rules for Meetings of the Board of Directors of the Company, the Working Manual for the Independent Directors of the Company, the Policy for the Management of Connected Transactions of the Company and the Policy for the Management of External Guarantees to be Provided by the Company.

By order of the Board Sinotrans Limited Li Shichu Company Secretary

Beijing, China 10 September 2025

As at the date of this notice, the board of directors of the Company comprises Zhang Yi (Chairman), Gao Xiang, Yang Guofeng, Luo Li, Yu Zhiliang, Huang Chuanjing, Jerry Hsu, and four independent non-executive directors, namely Wang Xiaoli, Ning Yaping, Cui Xinjian and Cui Fan.

Notes:

1. Unless otherwise specified, details of the resolutions are set out in the circular of the Company in relation to the EGM dated 10 September 2025 (the “ Circular ”). Terms defined in the Circular shall have the same meanings when used in this notice unless the context otherwise requires.

2. The H Share register of members of the Company will be closed from 24 September 2025 to 29 September 2025 (both days inclusive), during which no transfer of H Shares will be registered. In order for the H Shareholders to be entitled to attend and vote at the EGM, persons holding H Shares shall lodge share transfer documents accompanied by the relevant H Share certificates with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on 23 September 2025, for registration. Any Shareholders whose names appear on the H Share register of members of the Company on 29 September 2025, are entitled to attend and vote at the EGM after completing the registration procedures for attending the meeting.

3. Shareholders intending to attend the EGM shall give written notice to the Company, which shall be lodged at the office of the Company, at 10th Floor, China Merchants Plaza Tower B, Building 10, No. 5 Anding Road, Chaoyang District, Beijing (Tel: (8610) 5229 5720) (for A Shareholders), or Computershare Hong Kong Investor Services Limited, the Company’s H Share registrar, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for H Shareholders), on or before 25 September 2025.

4. Shareholders entitled to attend and vote at the EGM are entitled to appoint one or more persons (whether or not a Shareholder of the Company) as their proxy to attend and vote on behalf of themselves.

5. In order to be valid, the form of proxy, together with a duly notarized power of attorney or other document of authority, if any, under which the form is signed must be deposited at the office of the Company, at 10th Floor, China Merchants Plaza Tower B, Building 10, No. 5 Anding Road, Chaoyang District, Beijing (Tel: (8610) 5229 5720) (for A Shareholders), or Computershare Hong Kong Investor Services Limited, the Company’s H Share registrar, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for H Shareholders), not later than 24 hours before the time for holding the EGM or any adjournment thereof.

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NOTICE OF 2025 THIRD EXTRAORDINARY GENERAL MEETING

1. If a proxy attends the EGM on behalf of a Shareholder, he/she should produce his/her ID card and the instrument signed by the appointer or his/her legal representative, and specifying the date of its issuance. If a legal person Shareholder appoints its corporate representative to attend the EGM, such representative should produce his/her ID card and the notarized copy of the resolution passed by the board or other authorities or other notarized copy of the authorization issued by such legal person Shareholder.

2. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.

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