Flat Glass Group Co., Ltd. - AGM Information 2023

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in the Company, you should at once hand this circular, together with the accompanying form of proxy to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

福萊特玻璃集團股份有限公司 Flat Glass Group Co., Ltd.

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

(Stock code: 6865)

(1) PROPOSED PROVISION OF GUARANTEES BY THE GROUP FOR ITS POTENTIAL CREDIT FACILITIES

(2) THE IMPLEMENTATION OF DAILY RELATED PARTY TRANSACTIONS FOR 2022 AND THE ESTIMATE ON DAILY RELATED PARTY TRANSACTIONS FOR 2023

(3) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(4) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS AND (5) NOTICE OF AGM

Notice convening the AGM to be held at the 2nd Floor, Conference Room, Administrative Building, Flat Glass Group Co., Ltd., 959 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the People’s Republic of China, at 2:00 p.m. on Tuesday, 6 June 2023 is set out on pages 67 to 69 of this circular.

Proxy forms for use at the AGM is also enclosed with this circular. If you intend to attend the meeting by proxy, you are required to complete and return the enclosed proxy form(s) in accordance with the instructions printed thereon to the Company’s H shares registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for H Shareholders), or to the Company’s registered office in the PRC at 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the People’s Republic of China (for A Shareholders) as soon as possible but in any event by not later than 24 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting in person at the relevant meeting or any adjourned meeting should you so wish.

4 May 2023

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
APPENDIX I	– PROPOSED AMENDMENTS TO THE ARTICLES
	OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX II	– PROPOSED AMENDMENTS TO THE RULES OF
	PROCEDURES OF GENERAL MEETINGS. . . . . . . . . . . . . . . . . .	50
NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		67

– i –

DEFINITIONS

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

“A Share(s)”	Renminbi-denominated ordinary share(s) of the Company
	which were issued in the PRC and subscribed in RMB and are
	listed on the Shanghai Stock Exchange
“AGM”	the annual general meeting of the Company to be held at the
	2nd Floor, Conference Room, Administrative Building, Flat
	Glass Group Co., Ltd., 959 Yunhe Road, Xiuzhou District,
	Jiaxing, Zhejiang Province, PRC, at 2:00 p.m. on Tuesday, 6
	June 2023, or any adjournment thereof
“Articles of Association”	the articles of association of the Company (as amended from
	time to time)
“Board”	the board of directors of the Company
“Company”	福萊特玻璃集團股份有限公司(Flat Glass Group Co., Ltd.*),
	a joint stock company established in the PRC with limited
	liability, the H Shares and A Shares of which are listed on the
	main board of the Stock Exchange and Shanghai Stock
	Exchange, respectively
“Company Law”	the Company Law of the PRC
“CSRC”	China Securities Regulatory Commission
“Directors”	the directors of the Company
“H Share(s)”	ordinary share(s) in the share capital of the Company with
	nominal value of RMB0.25 each, which are subscribed for and
	traded in Hong Kong dollars, and listed on the Stock Exchange
	(stock code: 6865)
“H Shareholders”	holder(s) of H Shares
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
“PRC”	the People’s Republic of China, for the purpose of this
	circular, excluding Hong Kong, the Macau Special
	Administrative Region and Taiwan

– 1 –

DEFINITIONS

“Proposed Articles Amendments”	the proposed amendments to the Articles of Association passed
	by the Board on 6 February 2023, subject to Shareholders’
	approval at the AGM, the details of which are set out in
	“Appendix I – Proposed Amendment to the Articles of
	Association” to this circular
“PV”	photovoltaic
“RMB” or “Renminbi”	Renminbi, the lawful currency of the PRC
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the laws
	of Hong Kong)
“Share(s)”	the A Share(s) and the H Share(s)
“Shareholder(s)”	the holder(s) of the Share(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Supervisor(s)”	the supervisor(s) of the Company
“Supervisory Committee”	the supervisory committee of the Company
“%”	percent

Certain amounts and percentage figures set out in this circular have been subject to rounding adjustments. Accordingly, figures shown as total in certain tables and the currency conversion or percentage equivalents may not be an arithmetic sum of such figures.

Reference to the singular number includes references to the plural and vice versa and references to one gender include every gender.

English names of Chinese entities marked with “ * ” are translations of their Chinese names and are included in this circular for identification purpose only, and should not be regarded as their official English translation. In the event of any inconsistency, the Chinese names prevails.

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LETTER FROM THE BOARD

福萊特玻璃集團股份有限公司 Flat Glass Group Co., Ltd.

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

(Stock code: 6865)

Executive Directors: Mr. Ruan Hongliang (Chairman) Ms. Jiang Jinhua Mr. Wei Yezhong Mr. Shen Qifu

Independent non-executive Directors: Ms. Xu Pan Ms. Hua Fulan Ms. Ng Yau Kuen Carmen

Registered office, headquarters and principal place of business in the PRC: 1999 Yunhe Road Xiuzhou District, Jiaxing Zhejiang Province, PRC Principal place of business in Hong Kong: Unit 6, 11/F, Prosperity Place 6 Shing Yip Street, Kwun Tong Kowloon, Hong Kong 4 May 2023

To the Shareholders,

(1) PROPOSED PROVISION OF GUARANTEES BY THE GROUP FOR ITS POTENTIAL CREDIT FACILITIES

(2) THE IMPLEMENTATION OF

DAILY RELATED PARTY TRANSACTIONS FOR 2022 AND

THE ESTIMATE ON DAILY RELATED PARTY TRANSACTIONS FOR 2023

(3) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION (4) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

AND (5) NOTICE OF AGM

I. INTRODUCTION

The purpose of this circular is to provide you with information in connection with, among other things, considering and approving (i) the proposed provision of guarantees by the Group for its potential credit facilities; (ii) the implementation of daily related party transactions for 2022 and the estimate on daily related party transactions for 2023; (iii) the proposed amendments to the Articles of Association; (iv) the proposed amendments to the rules of procedures of general meetings; and (v) to give you notice of the AGM.

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LETTER FROM THE BOARD

II. PROPOSED PROVISION OF GUARANTEES BY THE GROUP FOR ITS POTENTIAL CREDIT FACILITIES

In order to meet the financial needs of the ordinary business activities and investment plans of the Company, it is proposed that the Company and its subsidiaries apply to financial institutions for composite credit facilities of not exceeding RMB18 billion (subject to the limit actually approved by such financial institution) in 2023. During the validity period of the authorization, the credit facilities may be applied on a revolving basis. The Company and its subsidiaries will provide corresponding guarantees for the composite credit facilities within the above-mentioned limit in accordance with the credit requirements of each financial institution.

In accordance with 6.1.10 of the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the provision of guarantees to be provided shall be proposed at the AGM for the Shareholders to consider and, if thought fit, to be approved by way of a special resolution.

In order to improve the efficiency and timely handle the financing business, a resolution will be proposed at the AGM for the Shareholders to consider and, if thought fit, to authorize the chairman and its authorized persons to sign all legal documents including contracts, agreements, and vouchers related to all credit facilities within the above-mentioned credit limit, the law and economic responsibility arising therefrom shall be borne by the Company. The validity period of the resolution if so approved by the Shareholders at the AGM, shall be from the date of resolution passed at the AGM to the date of the next annual general meeting of the Company.

III. THE IMPLEMENTATION OF DAILY RELATED PARTY TRANSACTIONS FOR 2022 AND THE ESTIMATE ON DAILY RELATED PARTY TRANSACTIONS FOR 2023

The daily related party transactions between the Company and relevant related parties involve leasing staff dormitories, factory buildings, terminal berths and acceptance of logistics services and gas supply services provided by relevant related parties mainly for the ordinary production and operation needs of the Company.

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LETTER FROM THE BOARD

Details of the implementation of the daily related party transactions of the Company in 2022 are set out in the table below:

Unit: RMB0’000

Types of related party transactions Related parties Leasing staff dormitories, factory buildings Yihe Investment Co., Ltd. (義和投資有限公司) Leasing terminal berths Fengyang Hongding Port Co., Ltd. (鳳陽鴻鼎港務有限公司) Acceptance of logistics services Jiaxing Kaihong Flat Supply Chain Management Co., Ltd. (嘉興凱鴻福萊特供應鏈管理有限公司) Acceptance of gas supply services JiaXing Gas Group Co., Ltd. (嘉興市燃氣集團股份有限公司) Total Notes:	Amount expected to be incurred in 2022 901.66 180.00 30,000.00 80,000.00 111,081.66	Actual amount incurred in 2022 Reason for material difference between estimated amount and actual amount incurred 901.66 – 180.00 – 29,712.19 – 33,733.05 supply tension of natural gas 64,526.90

The actual amounts incurred in 2022 are tax-inclusive and unaudited, and the final amounts are subject to the figures to be audited by the auditors during the annual audit.
The estimated amount of related party transaction with Jiaxing Kaihong Flat Supply Chain Management Co., Ltd. in the above table also includes the estimated amount of related party transaction with Kaihong Flat Logistics (Vietnam) Co., Ltd. (凱鴻福萊特物流(越南)有限公司) (“ Kaihong Flat Vietnam ”). Kaihong Flat Vietnam is a wholly-owned subsidiary of Jiaxing Kaihong Flat Supply Chain Management Co., Ltd. Ms. Ruan Zeyun, the deputy general manager of the Company, is currently a director of Kaihong Flat Vietnam.

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LETTER FROM THE BOARD

Details of the estimated amounts and types of daily related party transactions for 2023 are set out in the table below:

Unit: RMB0’000

Reason for material difference
Current Actual amount between estimated
Types of related estimated incurred in the amount and actual party transactions Related parties amount previous year amount incurred Leasing staff Yihe Investment Co., Ltd. 901.66 901.66 – dormitories, (義和投資有限公司) factory buildings
Leasing terminal Fengyang Hongding Port 180.00 180.00 – berths Co., Ltd. (鳳陽鴻鼎港務有限公司)
Acceptance of Jiaxing Kaihong Flat Supply 35,000.00 29,712.19 due to the expansion logistics services Chain Management Co., of production Ltd. (嘉興凱鴻福萊特供 capacity and the 應鏈管理有限公司) increase in business of the Company
Acceptance of gas JiaXing Gas Group Co., Ltd. 50,000.00 33,733.05 the supply tension supply services (嘉興市燃氣集團股份 of natural gas is 有限公司) expected to be easing
Total 86,081.66 64,526.90

Total

Notes:

The data in the above table are tax-inclusive and unaudited, and the final amounts are subject to the figures to be audited by the auditors during the annual review.
The estimated amount of related party transaction with Jiaxing Kaihong Flat Supply Chain Management Co., Ltd. in the above table also includes the estimated amount of related party transaction with Kaihong Flat Vietnam.

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LETTER FROM THE BOARD

The price for the Company’s leasing of staff dormitories, factory buildings, terminal berths and acceptance of gas supply services provided by relevant related parties is determined with reference to the prevailing market prices. The pricing method for the Company to accept logistics services provided by related parties is the same as that for the Company to accept logistics services provided by other logistics service providers. The pricing principle for related party transactions between the Company and the above related parties are based on the principle of fairness and just, and the relevant agreement is made with reference to the market price of the same type of transactions in the current period. The prices of such related party transactions are in line with the prevailing market price levels for the same period or are in the normal price range compared to similar transactions.

The Board believes that the above related party transactions between the Company and related parties are necessary for the ordinary operation of the Company and will strengthen business development and reduce operational costs of the Company. Such related party transactions follow fair, justice and reasonable market-based pricing principles and play a positive role in the actual production and operation of the Company. They neither harm the Company and its Shareholders, especially the rights and interests of minority Shareholders, nor do they affect the independence of the Company or create dependence on related party as a result of such transactions.

The above related party transactions do not constitute any connected transactions under Chapter 14A of the Listing Rules.

IV. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 6 February 2023 in relation to the Proposed Articles Amendments.

The Board has passed a resolution on the Proposed Articles Amendments. Please refer to Appendix I to this circular for the full text of the Proposed Articles Amendments. The Board would like to remind the Shareholders that the Chinese version shall prevail in case of any discrepancy or inconsistency between the Chinese version and its English translation.

The Proposed Articles Amendments are subject to the approval of the Shareholders by way of a special resolution at the AGM. The Board will also propose a resolution at the AGM to authorise the Board to make relevant adjustments and revisions to the Articles of Association in accordance with the requirements and opinions of the relevant government departments and regulatory authorities in the PRC, including but not limited to adjustments and revisions to characters, chapters and articles.

Save for the amendments as set out in the Proposed Articles Amendments, the other provisions of the Articles of Association will remain unchanged. The Proposed Articles Amendments will become effective upon the approval by the Shareholders at the AGM.

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LETTER FROM THE BOARD

V. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

To further optimize the corporate governance structure of the Company, the Board proposes to amend the Rules of Procedures of General Meetings. Please refer to Appendix II to this circular for details of the proposed amendments.

The proposed amendments to the above Rules of Procedures of General Meetings will be approved by way of an ordinary resolution at the EGM.

The Rules of Procedures of General Meetings mentioned above are formulated in accordance with relevant laws, regulations and listing rules of the PRC, some provisions of which may be different from the requirements of the Listing Rules. In the event that the requirements of the Listing Rules and the Rules of Procedures of General Meetings mentioned above are different, the Company will comply with all relevant listing rules on which the Shares are listed, whichever is stricter or impose greater obligation. The Board would like to remind the Shareholders that the Chinese version shall prevail in case of any discrepancy or inconsistency between the Chinese version and its English translation.

VI. THE AGM

A notice convening the AGM to be held at the 2nd Floor, Conference Room, Administrative Building, Flat Glass Group Co., Ltd. 959 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC, at 2:00 p.m. on Tuesday, 6 June 2023, is set out on pages 67 to 69.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll. Accordingly, all resolutions to be proposed at the AGM will be voted by poll.

For the purpose of determining the entitlement for attendance and voting at the AGM, the H Shares register of members of the Company will be closed from 1 June 2023 (Thursday) to 6 June 2023 (Tuesday), both days inclusive, during which period no transfer of H Shares will be effected. H Shareholders whose names appear on the H Share register of members of the Company at 4:30 p.m. on Wednesday, 31 May 2023 shall be entitled to attend and vote at the AGM. In order to attend and vote at the AGM, H Shareholders whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H Share registrar of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by no later than 4:30 p.m. on Wednesday, 31 May 2023.

H Shareholders can attend and vote in person or appoint a proxy to attend and vote at the AGM. H Shareholders who intend to appoint a proxy to attend the AGM are requested to complete the proxy form in accordance with the instructions set out therein and return it to the H Share registrar of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event, not less than 24 hours before the time appointed for holding the AGM. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM should you so wish.

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LETTER FROM THE BOARD

VII. RECOMMENDATION

The Board (including the independent non-executive Directors) considers that the resolutions to be proposed at the AGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that the Shareholders vote in favor of all the resolutions to be proposed at the AGM.

Yours faithfully By order of the Board Flat Glass Group Co., Ltd. Ruan Hongliang Chairman

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

The Proposed Articles Amendments are as follows:

Original Articles Proposed Amendments Article 1 The Articles of Association are Article 1 The Articles of Association are formulated in accordance with the Company Law formulated in accordance with the Company Law of the People’s Republic of China (hereinafter of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities referred to as the “Company Law”), the Securities Law of the People’s Republic of China Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), (hereinafter referred to as the “Securities Law”), the Special Provisions of the State Council on the the Special Provisions of the State Council on the Overseas Offering and Listing of Shares by Joint Overseas Offering and Listing of Shares by Joint Stock Limited Companies (hereinafter referred to Stock Limited Companies (hereinafter referred to as the “Special Provisions”), the Reply of the as the “Special Provisions”), the Reply of the State Council on the Adjustment of the Provisions State Council on the Adjustment of the Provisions Applicable to the Notice Period for Holding Applicable to the Notice Period for Holding Shareholders’ Meeting of Overseas Listed Shareholders’ Meeting of Overseas Listed Companies (hereinafter referred to as the Companies (hereinafter referred to as the “Adjustment Reply”), the Mandatory Provisions “Adjustment Reply”), the Mandatory Provisions for Articles of Association of Companies Listed for Articles of Association of Companies Listed Overseas (hereinafter referred to as the Overseas (hereinafter referred to as the “Mandatory Provisions”), Guidance for the “Mandatory Provisions”), Guidance for the Articles of Association of Listed Companies Articles of Association of Listed Companies (hereinafter referred to as the “Guidance for (hereinafter referred to as the “Guidance for Articles of Association”), Letter of Opinions on Articles of Association”), Letter of Opinions on Supplementary Amendments to the Articles of Supplementary Amendments to the Articles of Association of Companies to be Listed in Hong Association of Companies to be Listed in Hong Kong (hereinafter referred to as the “Opinions on Kong (hereinafter referred to as the “Opinions on Supplementary Amendments”), Rules Governing Supplementary Amendments”), Rules Governing the Listing of Securities on The Stock Exchange the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as of Hong Kong Limited (hereinafter referred to as the “Listing Rules of the Stock Exchange”), The the “Listing Rules of the Stock Exchange”), The Stock Listing Rules of the Shanghai Stock Stock Listing Rules of the Shanghai Stock Exchange (hereinafter referred to as the “Listing Exchange (hereinafter referred to as the “Listing Rules of SSE”, together with the Listing Rules of Rules of SSE”, together with the Listing Rules of the Stock Exchange, are referred to as the the Stock Exchange, are referred to as the “Listing Rules”), and other relevant requirements, “Listing Rules”), and other relevant requirements, with an aim to safeguard the legal interests of Flat with an aim to safeguard the legal interests of Flat Glass Group Co., Ltd. (hereinafter referred to as Glass Group Co., Ltd. (福萊特玻璃集團股份有限 the “Company” or “the Company”), its 公司) (hereinafter referred to as the “Company” shareholders and creditors and regulate the or “the Company”), its shareholders and creditors organization and conduct of the Company. (MP1) and regulate the organization and conduct of the Company. (MP1)

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles Proposed Amendments The Company is incorporated as a joint stock The Company is incorporated as a joint stock limited company in accordance with the Company limited company in accordance with the Company Law, Special Provisions and other relevant PRC Law, Special Provisions and other relevant PRC laws and administrative regulations. laws and administrative regulations. The Company is a joint stock limited company The Company is a joint stock limited company established on 29 December 2005 by the established on 29 December 2005 by the promoters promoters under the overall restructuring of the under the overall restructuring of the original original Zhejiang Flat Glass & Mirror Ltd. The Zhejiang Flat Glass & Mirror Ltd. (浙江福萊特玻璃 Company was registered with the Zhejiang 鏡業有限公司). The Company was registered with Provincial Administration for Industry & the Zhejiang Provincial Administration for Market Commerce. The promoters of the Company are: Regulation . The promoters of the Company are: Ruan Hongliang, Jiang Jinhua, Ruan Zeyun, Ruan Hongliang, Jiang Jinhua, Ruan Zeyun, Zheng Zheng Wenrong, Shen Fuquan, Zhu Quanming, Wenrong, Shen Fuquan, Zhu Quanming, Wei Wei Yezhong, Shen Qifu, Tao Hongzhu and Wei Yezhong, Shen Qifu, Tao Hongzhu and Wei Shutao. Shutao. The Company’s unified social credit code The Company’s unified social credit code is is 913300007044053729. 913300007044053729. Article 6 The Articles of Association shall come Article 6 The Articles of Association shall be into effect upon approval by the competent put into force upon the consideration and national departments and from the date on which approval at the general meeting of the the domestic shares of the Company are listed at Company. Upon the effective day of the SSE. Articles of Association, the existing Articles of Association of the Company will lapse Upon the effective day of these Articles of automatically. Association, the Articles of Association shall become the legal document regulating the Upon the effective day of these Articles of Company’s organization and activities, and the Association, the Articles of Association shall rights and obligations between the Company and become the legal document regulating the its shareholders and among the shareholders Company’s organization and activities, and the interest. rights and obligations between the Company and its shareholders and among the shareholders interest.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles

Proposed Amendments

Article 7 The Articles of Association shall also be Article 7 The Articles of Association shall also be legally binding on the Company and its legally binding on the Company and its shareholders, directors, supervisors, general shareholders, directors, supervisors, president manager and other senior management, who shall and other senior management, who shall have the have the right to make any claims and right to make any claims and propositions propositions regarding the Company’s affairs in regarding the Company’s affairs in accordance accordance with the Articles of Association. with the Articles of Association. (MP7)

Pursuant to the Articles of Association, Without violation of the regulation as prescribed shareholders may pursue actions against the in Article 205 of the Articles of Association, Company, other shareholders and the Company’s pursuant to the Articles of Association, directors, supervisors, president and other shareholders may pursue actions against the senior management ; and pursuant to the Articles Company, other shareholders and the Company’s of Association, the Company may pursue actions directors, supervisors, general manager and other against the shareholders, directors, supervisors, senior management; and pursuant to the Articles president and other senior management. The of Association, the Company may pursue actions other senior management as stated hereof refers against the shareholders. The other senior to the Company’s deputy president , Secretary to management as stated hereof refers to the the board of directors, Chief Financial Officer and Company’s deputy general manager, Secretary to other senior management appointed by the board the board of directors, Chief Financial Officer and of directors. other senior management appointed by the board of directors. The actions, as referred to in the preceding paragraph, include the imitating of legal The actions, as referred to in the preceding proceedings with a court or filing with an arbitral paragraph, include the imitating of legal authority for arbitration. (MP7) proceedings with a court or filing with an arbitral authority for arbitration. (Adding Article 9) Article 9 Pursuant to the requirements of the Constitution of the Communist Party of China, the Company shall establish an organization of the Communist Party of China, and carry out the activities of the Party. The Company shall provide necessary support to facilitate the activities of the Party.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles Proposed Amendments Article 21 The Company may increase its capital Article 22 The Company may increase its capital pursuant to the needs of operation and pursuant to the needs of operation and development and in accordance with the laws, development and in accordance with the laws, administrative regulations, departmental rules, administrative regulations, departmental rules, listing rules of the place where the stocks are listing rules of the place where the stocks are traded and based on the Articles of Association. traded and based on the Articles of Association. (MP20) (MP20) The Company may increase its capital by: The Company may increase its capital by: ⋯⋯ ⋯⋯ Issuance of new shares by the Company shall be Issuance of new shares by the Company shall be subject to approval as specified in the Articles of subject to approval as specified in the Articles of Association and follow the procedures specified Association and follow the procedures specified in the relevant laws and administrative regulations in the relevant laws and administrative regulations of the PRC and the place of listing for the shares of the PRC and the place of listing for the shares of the Company. of the Company.

The Company shall register the change of When the Company issues convertible registered capital after a capital increase or corporate bonds, the procedures and reduction with the industrial and commercial arrangement for the issuance and conversion of administration authority and make an convertible corporate bonds, as well as the announcement thereof. changes in the Company’s share capital resulting therefrom, shall be dealt with in accordance with the provisions of laws, administrative regulations, departmental rules and other documents and the provisions of the Company’s listing document for convertible corporate bonds. The Company shall register the change of registered capital after a capital increase or reduction with the Market Regulation authority and make an announcement thereof.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles

Article 23 Where any director, supervisor and senior management or any shareholder who holds more than 5% of the shares of the Company sells the stocks of the Company as held within 6 months after purchase, or purchases any stock as sold within 6 months thereafter, the proceeds as generated therefrom shall be part of the profits of the Company. The board of directors of the Company shall take back the proceeds. However, where a securities company holds more than 5% of the shares of the Company, which are the residual stocks after underwriting as purchased thereby, the sale of the foregoing stocks shall not be limited by the term of 6 months.

Where the board of directors of the Company fails to implement the provisions as prescribed in the preceding paragraph herein, the shareholders concerned have the right to require the board of directors to implement them within 30 days. Where the board of directors fail to implement them within the aforesaid term, the shareholders shall have the right to directly file a lawsuit with the people’s court in their own names for the interests of the Company.

Proposed Amendments

Article 24 Where any director, supervisor and senior management or any shareholder who holds more than 5% of the shares of the Company sells the stocks of the Company as held within 6 months after purchase, or purchases any stock as sold within 6 months thereafter, the proceeds as generated therefrom shall be part of the profits of the Company. The board of directors of the Company shall take back the proceeds. However, it shall not be applicable to any sale of shares by securities companies holding over 5% of the shares of the Company as a result of acquiring the remaining of the underwritten shares as an underwriter, and other circumstances as stipulated by the CSRC.

For the purpose of the preceding paragraph, shares or other securities with the nature of equity held by Directors, Supervisors, senior management and natural person shareholders include those held by their spouse, parents, and children and held under accounts opened by others.

Where the board of directors of the Company fails to implement the provisions set out in the first clause of this article , the shareholders concerned have the right to require the board of directors to implement them within 30 days, and the Directors shall bear joint liability . Where the board of directors fail to implement them within the aforesaid term, the shareholders shall have the right to directly file a lawsuit with the people’s court in their own names for the interests of the Company. If the Board of the Company fails to comply with the first clause of this article, the Directors shall bear joint liability.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles		Proposed Amendments
Article 26 The Company may, in the following		Article 27 The Company shall not repurchase
circumstances, buy back its outstanding shares		its own shares, except in one of the following
following the legal procedures specified	in	situations:
the Articles of Association, administrative
regulations, Listing Rules and with approval from		(I) When cancelling shares for reduction in the
the regulatory authority of the state:		registered capital of the Company;
(I) When cancelling shares for reduction in	the	⋯⋯
registered capital of the Company;
		(VII) In other circumstances stipulated by laws
		and administrative regulations.
⋯⋯
		The Company shall purchase its issued shares
(VII) In other circumstances stipulated by laws		in accordance with laws, administrative
and administrative regulations.		regulations, departmental rules, the listing
		rules of the stock exchanges on which the
Except under the above circumstances,	the	shares of the Company are listed and the
Company shall not engage in any activities for	the	Articles of Association. (MP24)
purchase of its share. (MP24)
Article 27 The Company may repurchase	its	Article 28 The Company may purchase its
shares in any of the following ways upon approval		shares in any of the following ways:
by the regulatory authority of the state:
		(I) Issuing a repurchase offer to all shareholders
(I) Issuing a repurchase offer to all shareholders		according to an equal percentage;
according to an equal percentage;
		(II) Buying back through open transaction in the
(II) Buying back through open transaction in	the	stock exchange;
stock exchange;
		(III) Buying back through agreement outside the
(III) Buying back through agreement outside	the	stock exchange;
stock exchange;
		(IV) Other means stipulated by laws, administrative
(IV) Other modes as approved by the competent		regulations and the CSRC.
authority concerned.
		Where the Company repurchase its shares under
Where the Company repurchase its shares under		the circumstances as mentioned in (III), (V) &
the circumstances as mentioned in (III), (V)	&	(VI) of Article 27 of the Articles of Association,
(VI) of Article 26 of the Articles of Association,		the repurchase shall be carried out by public
the repurchase shall be carried out by public		concentrated transaction. (MP25)
concentrated transaction. (MP25)

– 15 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles Proposed Amendments Article 29 Repurchase of the Company’s shares Article 30 Repurchase of the Company’s shares for reasons set out in (I) to (II) of Article 26 of the for reasons set out in (I) to (II) of Article 27 of Articles of Association shall be subject to the Articles of Association shall be subject to resolution at a general meeting. Where the resolution at a general meeting. Where the Company repurchases its shares under the Company repurchases its shares under the circumstances as mentioned in (III), (V) & (VI) of circumstances as mentioned in (III), (V) & (VI) of Article 26 of the Article of Association, the Article 27 of the Article of Association, the repurchase shall be resolved by more than repurchase shall be resolved by more than two-thirds of the directors present at a board two-thirds of the directors present at a board meeting. meeting. ⋯⋯ (MP27) ⋯⋯ (MP27) Article 31 The Company or its subsidiaries shall Article 32 The Company or its subsidiaries shall not at any time or in any form provide any not at any time or in any form provide any financial assistance to purchasers or potential financial assistance to purchasers or potential purchasers of the Company’s shares. The purchasers of the Company’s shares. The aforesaid purchasers include persons directly or aforesaid purchasers include persons directly or indirectly undertaking obligations because of the indirectly undertaking obligations because of the purchase of the Company’s shares. purchase of the Company’s shares. The Company or its subsidiaries shall not at any The Company or its subsidiaries shall not at any time or in any form provide any financial time or in any form provide any financial assistance to the aforesaid obligors for the assistance to the aforesaid obligors for the purpose of reducing or discharging their purpose of reducing or discharging their obligations. obligations. The provisions herein do not apply to the The provisions herein do not apply to the circumstances set out in Article 33 of this circumstances set out in Article 34 of this Chapter. (MP29) Chapter. (MP29) Article 33 The following acts are not deemed as Article 34 The following acts are not deemed as prohibited under Article 31 of this Chapter: prohibited under Article 32 of this Chapter: (MP31) (MP31) (I) The Company provides the relevant (I) The Company provides the relevant financial assistance faithfully in the interest financial assistance faithfully in the interest of the Company and the said financial of the Company and the said financial assistance is not mainly intended for the assistance is not mainly intended for the repurchase of the Company’s shares or the repurchase of the Company’s shares or the said financial assistance is part of a general said financial assistance is part of a general plan of the Company; plan of the Company; ⋯⋯ ⋯⋯

– 16 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles	Original Articles	Original Articles	Original Articles	Proposed Amendments	Proposed Amendments	Proposed Amendments	Proposed Amendments
Article 51 The ordinary shareholders of the				Article 52 The ordinary shareholders of the
Company		shall be entitled to the following rights:		Company		shall be entitled to the following rights:
(MP45)				(MP45)
⋯⋯				⋯⋯
(V)	The	shareholders shall have the right to		(V)	The	shareholders shall have the right to
	obtain relevant information in accordance				obtain relevant information in accordance
	with the		laws, administrative regulations		with the		laws, administrative regulations
	and	the	Articles of Association upon		and	the	Articles of Association upon
	providing		written documents with respect to		providing		written documents with respect to
	the class of shares held in the Company and				the class of shares held in the Company and
	number of		shares held and after verification		number of		shares held and after verification
	of the status of the shareholders by the				of the status of the shareholders by the
	Company,		including:		Company,		including:
	1.	Obtaining a copy of the Articles of			1.	Obtaining a copy of the Articles of
		Association upon payment of				Association upon payment of
		production cost;				production cost;
	2.	Being entitled to access and copy upon			2.	Being entitled to access and copy upon
		payment of reasonable expenses;				payment of reasonable expenses;
		(1)	Copies of all shareholders’			(1)	Copies of all shareholders’
			registers;				registers;
		(2)	Personal information of the			(2)	Personal information of the
			Company’s directors, supervisors,				Company’s directors, supervisors,
			managers and other senior				president and other senior
			management, including:				management, including:
		⋯⋯				⋯⋯
		(3)	Report of status of the issued			(3)	Report of status of the issued
			share capital of the Company;				share capital of the Company;
		(4)	Reports of the total par value,			(4)	Reports of the total par value,
			number of shares, and the highest				number of shares, and the highest
			and lowest prices of each class of				and lowest prices of each class of
			shares repurchased by the				shares repurchased by the
			Company since the last fiscal				Company since the last fiscal
			year, and the total expenses paid				year, and the total expenses paid
			by the Company for this purpose;				by the Company for this purpose;

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles Proposed Amendments (5) Counterfoils of corporate bonds; (5) Counterfoils of corporate bonds; (6) The latest audited financial (6) The latest audited financial statements of the Company, and statements of the Company, and the reports of the board of the reports of the board of directors, auditors and board of directors, auditors and board of supervisors; supervisors;
(7) Copy of the latest annual (7) Copy of the latest annual inspection report filed with the inspection report filed with the industry and commerce authority industry and commerce authority of China or other competent of China or other competent authorities; and authorities; and
(8) Minutes of the general meetings (8) Minutes of the general meetings (for inspection of shareholders (for inspection of shareholders only). only).
⋯⋯ ⋯⋯
(Adding Article 54) Article 54 In the event that the particulars of a resolution passed at a shareholders’ general meeting or a board meeting are in violation of laws or administrative regulations, the shareholders shall have the right to petition a people’s court to establish such particulars as invalid. In the event that the procedures for convening a shareholders’ general meeting or a board meeting, or the voting methods thereof are in violation of laws, administrative regulations or the Articles of Association, or the particulars of a resolution are in violation hereof, the shareholders shall have the right to petition a court to make revocation within sixty days from the date of the resolution.

– 18 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Original Articles	Proposed Amendments
	(Adding Article 55)	Article 55 In the event that a director or a
		senior management officer violates laws,
		administrative regulations or the Articles of
		Association when performing his duties for the
		Company, thus causing losses to the Company,
		the shareholders who either alone or jointly
		having been holding more than one percent of
		voting shares of the Company for one hundred
		and eighty consecutive days or more shall have
		the right to request in writing that the board of
		supervisors bring legal action before a court.
		In the event that the board of supervisors
		violates laws, administrative regulations or the
		Articles of Association when executing its
		duties for the Company, thus causing losses to
		the Company, shareholders may request in
		writing that the board of directors bring legal
		action before a people’s court.
		In the event that the board of supervisors or
		the board of directors refuses to take legal
		action upon receipt of the request in writing
		from the shareholders as prescribed in the
		preceding paragraph, or does not take legal
		action within thirty days upon receipt of such a
		request, or any emergency or failure to take
		immediate legal action will cause irreparable
		damage to the interests of the Company, the
		shareholders prescribed in the preceding
		paragraphs shall have the right to bring legal
		action directly before a court in their own
		names in the interests 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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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles	Original Articles					Proposed Amendments	Proposed Amendments
(Adding Article 56)						Article	56 In the event that a director or a
						senior management officer of the Company
						violates	laws, administrative regulations or
						these Articles of Association, thus causing
						damage	to the interests of shareholders, the
						shareholders may bring legal action before a
						people’s court.
Article	59 A general meeting shall		exercise		the	Article	63 A general meeting shall exercise the
following functions and powers: (MP50)						following functions and powers: (MP50)
⋯⋯						⋯⋯
(XIV)	To consider and approve other guarantee					(XIV)	To consider and approve other guarantee
	matters as prescribed in Article 60;						matters as prescribed in Article 64;
(XV)	To examine the Company’s		purchase or			(XV)	To examine the Company’s purchase or
	disposal of major assets within one year						disposal of major assets within one year
	in an amount exceeding 30% of the total						in an amount exceeding 30% of the total
	assets of the Company;						assets of the Company;
(XVI)	To examine and approve changes			in	the	(XVI)	To examine and approve changes in the
	use of proceeds;						use of proceeds;
(XVII)	To examine and approve equity incentive					(XVII)	To examine and approve equity incentive
	plan;						plan and employee shareholding plan;
(XVIII)	To decide on matters where	the Company				(XVIII)	To decide on matters where the Company
	repurchase its shares		under		the		repurchase its shares under the
	circumstances as mentioned in (I)			&	(II)		circumstances as mentioned in (I) & (II)
	of Article 26 of these		Articles		of		of Article 27 of these Articles of
	Association;						Association;
(XIX)	To examine other matters		on	which		(XIX)	To examine other matters on which
	resolutions shall be made by				the		resolutions shall be made by the
	shareholders’ general meeting as required						shareholders’ general meeting as required
	by the laws, administrative		regulations				by the laws, administrative regulations,
	and the Articles of Association;						departmental rules and the Articles of
							Association;
⋯⋯
						⋯⋯

– 20 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles Proposed Amendments Article 60 The following external guarantees by Article 64 The following external guarantees by the Company shall be considered and approved by the Company shall be considered and approved by the shareholders’ general meeting. the shareholders’ general meeting. (I) Any guarantee provided after the total (I) Any guarantee provided after the total amount of external guarantees by the amount of external guarantees by the Company and its controlled subsidiaries Company and its controlled subsidiaries meet or exceed fifty percent of the latest meet or exceed fifty percent of the latest audited net assets; audited net assets;
(II) Any guarantee provided for a target party (II) Any guarantee provided after the total whose asset-liability ratio is over seventy amount of external guarantees by the percent; Company and its controlled subsidiaries exceed thirty percent of the latest audited
(III) Any guarantee with a single guaranteed total assets; amount in excess of ten percent of the latest audited net assets; (III) Any guarantee provided for a target party whose asset-liability ratio is over seventy
(IV) Any guarantee exceeding 30% of the total percent; audited assets of the latest period cumulatively calculated within twelve (IV) Any guarantee with a single guaranteed consecutive months subject to the guarantee amount in excess of ten percent of the latest amount; audited net assets;
(V) Any guarantee exceeding 50% of the total (V) Any guarantee exceeding 30% of the total audited assets of the latest period audited assets of the latest period cumulatively calculated within twelve cumulatively calculated within twelve consecutive months subject to the guarantee consecutive months subject to the guarantee amount and the absolute amount exceeds amount; RMB50 million; (VI) Any guarantee provided to shareholders,
(VI) Any guarantee provided to shareholders, de de facto controllers and their connected facto controllers and their related parties. parties; (VII)Other guarantee as stipulated by Listing Rules of Stock Exchange and Articles of Associations of the Company.
The above external guarantees subject to the approval of the general meeting of the Company shall be considered and approved by the board of directors before they are submitted to the general meeting for approval. All the directors of the Company shall carefully consider and strictly control any debt risks arising from providing guarantee for any external party and shall be legitimately liable for any losses caused by any non-compliant or improper provision of such guarantee.

– 21 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles Proposed Amendments Article 61 The Company may not enter into any Article 65 The Company may not enter into any contract with anyone other than a director, contract with anyone other than a director, supervisor, manager or other senior executive to supervisor, president or other senior executive to have all or a significant part of the Company’s have all or a significant part of the Company’s business in the care of the said person, unless business in the care of the said person except prior approval obtained by shareholders at a under special circumstances such as where the general meeting by way of special resolution. Company is in a crisis. Unless prior approval (MP51) obtained by shareholders at a general meeting by way of special resolution. (MP51) Article 62 General meetings are divided into Article 66 General meetings are divided into annual general meetings and extraordinary annual general meetings and extraordinary general meetings. General meetings shall be general meetings. General meetings shall be convened by the board of directors. Annual convened by the board of directors. Annual general meetings shall be convened once a year general meetings shall be convened once a year within six months after the end of the preceding within six months after the end of the preceding fiscal year. (MP52) fiscal year. (MP52) In any of the following circumstances, the board In any of the following circumstances, the board of directors shall convene an extraordinary of directors shall convene an extraordinary general meeting within two months: general meeting within two months upon occurrence of such circumstance if: (I) When the number of directors falls short of the minimum number required by the (I) When the number of directors falls short of Company Law or is less than two-thirds of the minimum number required by the the number required by the Articles of Company Law or is less than two-thirds of Association; the number required by the Articles of Association; (II) When the accrued losses of the Company amount to one-third of its total share capital; (II) When the accrued losses of the Company amount to one-third of its total share capital; (III) When shareholder(s) individually or jointly holding 10% or more of the Company’s (III) When shareholder(s) individually or jointly issued and outstanding shares carrying holding 10% or more of the Company’s voting rights request(s) in writing for the issued and outstanding shares carrying convening of an extraordinary general voting rights request(s) in writing for the meeting; convening of an extraordinary general meeting; (IV) When the board of directors deems it necessary or the board of supervisors (IV) When the board of directors deems it proposes to convene an extraordinary necessary or the board of supervisors general meeting; proposes to convene an extraordinary general meeting; (V) When more than half of independent directors propose to convene the meeting;

– 22 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles Proposed Amendments (VI) In any other circumstances stipulated by the (V) In any other circumstances stipulated by laws, administrative regulations, departmental the laws, administrative regulations, regulations, the Listing Rules and the Articles departmental regulations, the Listing of Association. Rules and the Articles of Association. The venue of the general meeting shall be the The venue of the general meeting shall be the domestic of the Company or the venue explicitly domestic of the Company or the venue explicitly notified in the notice of the general meeting. A notified in the notice of the general meeting. general meeting shall be conducted in the form of After issuing the notice of a general meeting, a physical meeting at the designated venue for the venue of the physical general meeting shall meeting. In addition, the Company will provide not be changed without any justifiable causes. online and other means for the convenience of If there is a need to change, the convener shall participation by the shareholders. A shareholder make an announcement and explain the who participates in a general meeting in the reasons at least two working days prior to the aforesaid means shall be deemed as being present. physical meeting date. A general meeting shall be conducted in the form of a physical meeting at ⋯⋯ the designated venue for meeting. In addition, the Company will provide online and other means for the convenience of participation by the shareholders. A shareholder who participates in a general meeting in the aforesaid means shall be deemed as being present. ⋯⋯ Article 63 A written notice convening the annual Article 67 A written notice convening the annual general meeting shall be given by the convener general meeting shall be given by the convener not less than 20 business days before the date of not less than 21 days before the date of the the meeting to notify all shareholders of the meeting to notify all shareholders of the meeting; meeting; whereas a written notice of the whereas a written notice of the extraordinary extraordinary general meeting shall be given not general meeting shall be given not less than 15 less than 15 business days before the date of the days before the date of the meeting to notify all meeting to notify all shareholders of the meeting. shareholders of the meeting. A “business day” as mentioned in this articles of association refers to any trading day of securities The calculation of the abovementioned period on the Hong Kong Stock Exchange. shall not include the date of publishing the announcement and that of the meeting is The calculation of the abovementioned period convened. shall not include the date of publishing the announcement and that of the meeting is convened.

– 23 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles	Original Articles						Proposed Amendments	Proposed Amendments
Article 64 Notice of		general	meeting shall meet				Article 68 Notice of general meeting shall meet
the following requirements: (MP56)							the following requirements: (MP56)
(I)	Is in written form;						(I)	Is in written form;
(II)	Specifies the venue, date and time				of	the	(II)	Specifies the venue, date and time of the
	meeting;							meeting;
(III)	States matters	to be	discussed		at	the	(III)	States matters and proposals to be
	meeting;							considered at the meeting;
⋯⋯							⋯⋯
(V)	Contains a disclosure		of the nature and				(V)	Contains a disclosure of the nature and
	extent of the	material interests			of any			extent of the material interests of any
	director, supervisor, manager			or other senior				director, supervisor, president or other
	management in the proposed			transaction and				senior management in the proposed
	the effect which the proposed transaction							transaction and the effect which the
	will have on them in		their capacity			as		proposed transaction will have on them in
	shareholders insofar as it is			different from				their capacity as shareholders insofar as it is
	the effect on the interests of shareholders of							different from the effect on the interests of
	the same class;							shareholders of the same class;
⋯⋯							⋯⋯
(X)	The names and	telephone numbers			of	the	(X)	The names and telephone numbers of the
	standing contact	persons	for the meeting.					standing contact persons for the meeting.
							(XI)	Specifies the voting time and voting
								procedure for voting on the network or
								otherwise.
(Adding Article 71)							Article 71 After a notice of shareholders’
							general meeting is given, the shareholders’
							general meeting shall not be postponed or
							canceled, and the proposals set out in the
							notice of shareholders’ general meeting shall
							not be canceled without due reason. Once the
							meeting is postponed or cancelled, the
							convener shall make an announcement and
							explain the reasons at least two working days
							prior	to the scheduled meeting date.

– 24 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles Proposed Amendments Article 75 When the Company convenes a Article 80 When the Company convenes a shareholders’ meeting, the board of directors, the shareholders’ meeting, the board of directors, the board of supervisors and shareholder(s) board of supervisors and shareholder(s) individually or jointly holding more than 3% of individually or jointly holding more than 3% of the Company’s shares shall be entitled to propose the Company’s shares shall be entitled to propose motions to the Company. motions to the Company.

Shareholder(s) individually or jointly holding more than 3% of the Company’s shares may submit a written supplementary motion(s) to the convener of the board of directors 10 business days before a shareholders’ meeting is convened; the convener shall issue a supplementary notice of the shareholders’ meeting announcing the contents of the supplementary motion(s) within two days after receipt of the said motion(s).

Shareholder(s) individually or jointly holding more than 3% of the Company’s shares may submit a written supplementary motion(s) to the convener of the board of directors 10 days before a shareholders’ meeting is convened; the convener shall issue a supplementary notice of the shareholders’ meeting announcing the contents of the supplementary motion(s) within two days after receipt of the said motion(s).

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.

The motion(s) that has/have not been set out in the notice of the shareholders’ meeting or that is/are not in compliance with Article 76 shall not be voted or resolved on at the general meeting.

The motion(s) that has/have not been set out in the notice of the shareholders’ meeting or that is/are not in compliance with Article 81 shall not be voted or resolved on at the general meeting.

– 25 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles Proposed Amendments Article 78 Shareholders (including proxies Article 83 Shareholders (including proxies thereof) who vote at a general meeting shall thereof) who vote at a general meeting shall exercise their voting rights as per the number of exercise their voting rights as per the number of voting shares they represent. Each share carries voting shares they represent. Each share carries the right to one vote. (MP65) the right to one vote. (MP65) When material issues affecting the interests of When material issues affecting the interests of small and medium-sized investors are being small and medium-sized investors are being considered by the A share shareholders at the considered by the A share shareholders at the shareholders’ meeting, the votes by small and shareholders’ meeting, the votes by small and medium-sized investors shall be counted medium-sized investors shall be counted separately. The separate voting results shall be separately. The separate voting results shall be disclosed publicly in a timely manner. disclosed publicly in a timely manner. The Company has no voting right for the shares it The Company has no voting right for the shares it holds, and such shares shall be excluded from the holds, and such shares shall be excluded from the total number of voting shares represented by the total number of voting shares represented by the shareholders attending the general meeting. shareholders attending the general meeting. Shareholders, who purchase the voting shares of the Company in violation of provisions of the first clause and the second clause of Article 63 of the Securities Law, shall not exercise the voting rights of the shares that exceed the prescribed ratio within 36 months after purchasing them, and such shares shall not be included in the total number of shares with voting rights at a general meeting.

– 26 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles

Proposed Amendments

The board of directors of the Company, The board of directors of the Company, independent directors and shareholders who met independent directors and shareholders holding the relevant requirements and conditions may 1% or more shares with voting rights or collect voting rights from the shareholders investor protection agencies established publicly. While collecting votes from the pursuant to laws, administrative regulations or shareholders, sufficient information such as the provisions of CSRC may collect voting rights specific voting preference shall be disclosed to from the shareholders publicly. While collecting the persons whose voting rights are being votes from the shareholders, sufficient collected, and may only use for such purpose information such as specific voting preference previously published information which remains shall be disclosed to the persons whose voting accurate and is not misleading at the time it is rights are being collected. No consideration or quoted. No consideration or other form of de other form of de facto consideration shall be facto consideration shall be offered, and no offered to collect the voting rights from the shareholders shall not be put under pressure in shareholders. Save for statutory conditions, the collecting the voting rights from the shareholders. Company shall not impose any restriction on The Company shall not impose any restriction on minimum shareholdings in collecting the voting minimum shareholdings in collecting the voting rights. rights. If the Company is soliciting the votes from the shareholders, they shall be encouraged to ⋯⋯ consult their professional advisers. ⋯⋯ Article 79 When the board of supervisors or Article 84 When the board of supervisors or shareholders decides to convene a shareholders’ shareholders decides to convene a shareholders’ meeting by themselves, they should inform the meeting by themselves, they should inform the board of directors in writing and at the same time, board of directors in writing and at the same prepare a filing at the CSRC’s sub-office and the time, prepare a filing at the stock exchange. stock exchange where the Company is located. Before publicly announcing the resolutions of the Before publicly announcing the resolutions of the shareholders’ meeting, the convening shareholders’ meeting, the convening shareholders should not hold less than 10% of the shareholders should not hold less than 10% of the shares. shares. When the board of supervisors or the convening When the convening shareholder issues the notice shareholder issues the notice for shareholders’ for shareholders’ meeting and publicly announce meeting and publicly announce the resolutions of the resolutions of the shareholders’ meeting, he the shareholders’ meeting, he should submit the should submit the relevant proof to the CSRC relevant proof to the stock exchange. sub-office and the securities exchange where the Company is located.

– 27 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles Proposed Amendments Article 84 The list of candidate of directors and Article 89 The list of candidate of directors and supervisors shall be submitted to the supervisors shall be submitted to the shareholders’ meeting as a proposal for voting. shareholders’ meeting as a proposal for voting. The method and procedures for nomination of The method and procedures for nomination of directors and supervisors are as follows: directors and supervisors are as follows: ⋯⋯ ⋯⋯ (V) When the shareholders nominate director(s), (V) When the shareholders nominate director(s), independent director(s) or supervisor(s), the independent director(s) or supervisor(s), the nomination proposal, details of the nomination proposal, details of the nominated candidates, declaration or nominated candidates, declaration or undertaking of the candidate shall be undertaking of the candidate shall be submitted to the board of directors 10 submitted to the board of directors 10 days business days before convening the general before convening the general meeting. meeting. ⋯⋯ ⋯⋯

– 28 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles Proposed Amendments Article 86 Resolutions of a general meeting shall Article 91 Resolutions of a general meeting shall be divided into ordinary resolutions and special be divided into ordinary resolutions and special resolutions. (MP64) resolutions. (MP64) Ordinary resolutions shall be approved by votes Ordinary resolutions shall be approved by votes representing more than half of voting rights held representing more than half of voting rights held by shareholders (including proxies thereof) by shareholders (including proxies thereof) present at the general meeting. present at the general meeting.

Special resolutions shall be adopted by Special resolutions shall be adopted by shareholders representing 2/3 or more of the shareholders representing 2/3 or more of the voting rights of the shareholders (including voting rights of the shareholders (including proxies thereof) in presence. proxies thereof) in presence.

Shareholders (including proxies thereof) present at the shareholders’ meeting shall present one of the following comments for each issue that needs to be voted on: for, against or abstain. Securities registration and clearing institutions as the nominal holding of the Stock Connect Programme between Mainland and Hong Kong shall follow the intention of the beneficial holders of the shares on voting. Incomplete, wrongly filled, illegible or uncast votes shall be deemed as the voters’ waiver of their voting rights, and the voting results representing the shares held by such voters shall be counted as “abstentions”.

The Company shall, on the premise of ensuring the lawfulness and validity of the shareholders’ meeting, provide convenience to shareholders in attending the general meeting through various methods and channels, with priority given to the provision of modern information technology measures such as online voting platform.

The same voting rights shall be exercised with only one of the voting methods, namely on-site, online or other voting methods. The first voting result is considered as valid in case of multiple voting of the same voting rights.

– 29 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original	Original	Articles	Articles						Proposed Amendments	Proposed Amendments
Article		88	The	following	matters		shall	be	Article 93 The following matters shall		be
approved		by	special resolutions			at	a general		approved by special resolutions at a general
meeting:		(MP71)							meeting: (MP71)
(I)	Increase		or reduction in share			capital of		the	(I)	Increase or reduction in share capital of	the
	Company and the issue				of shares of any					Company and the issue of shares of	any
	class, warrants and other				similar securities;					class, warrants and other similar securities;
(II)	Issue of		bonds of the Company;						(II)	Issue of bonds of the Company;
(III)	Division, merger, dissolution, liquidation or								(III)	Division, spin-off, merger, dissolution	and
	transformation of the Company;									liquidation of the Company;
⋯⋯									⋯⋯
(Adding		Article 98)							Article 98 Minutes of the general meeting of
									shareholders shall be prepared by		the
									Secretary to the board of directors and		the
									following shall be recorded therein:
									(I)	the time, the venue, the agenda and	the
										name or the designation of the convener
										of the meeting;
									(II)	the names of the chairman of the general
										meeting of shareholders, and names of	the
										directors, the supervisors, president	and
										other senior management officers who	are
										present at or attend the meeting;
									(III)	the number of shareholders (including	the
										holders of domestic shares and	the
										holders of overseas listed foreign shares)
										and proxies, the total number of shares
										carrying voting rights held by them	and
										the percentage to the total number of	the
										shares of the Company;
									(IV)	the process of consideration, the summary
										of speeches and the voting results for each
										proposal;

– 30 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles		Proposed Amendments
		(V) the enquiries or recommendations raised by
		the shareholders and the corresponding
		explanations or clarification;
		(VI) the names of the lawyer, the vote counters
		and the vote scrutinizers;
		(VII)any other matters that shall be recorded
		in the minutes as required by the Articles
		of Association of the Company.
Article 93 Resolutions at the general meeting		Article 99 The convener shall ensure that the
shall be recorded in the minutes,	which shall be	contents of the minutes are true, accurate and
signed by the chairman of the meeting and the		complete. The directors, the supervisors, the
attending directors. The minutes	shall be kept	secretary to the board of directors, the
together with other valid information such as the		convener or his/her representative and the
book of signatures of the shareholders present at		chairperson shall sign on the minutes. The
the meeting.		minutes shall be kept, together with other valid
		information such as the book of signatures of
		the shareholders present at the meeting and the
		power of attorney for the proxies, and the valid
		information regarding the voting via the
		Internet or other means, for no less than 10
		years.
(Adding Article 100)		Article 100 The convener shall ensure the
		general meeting of shareholders is held without
		adjournment until the final resolution is
		reached. Where special reasons such as force
		majeure and so on cause a suspension of the
		meeting or non-adoption of resolution,
		necessary measures shall be taken to resume
		the meeting, or to end the meeting directly and
		the same shall be stated in an announcement in
		a timely manner. Meanwhile, the convener
		shall report the same to CSRC sub-office and
		the stock exchange where the Company is
		located. If the listing rules of the stock
		exchange(s) on which the Company’s shares
		are listed have special provisions on the
		termination and extension of the general
		meeting, such provisions shall be complied
		with.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles Proposed Amendments (Adding Article 102) Article 102 The on-the-spot General Meeting shall not end earlier than the end of the meeting held online or by any other means, and the chairperson of the meeting shall announce the voting results on each proposal at the on-the- spot meeting and whether the proposal is adopted based on the voting results. All parties involved in the voting on the spot, online or by any other means at the General Meeting, including the Company, vote counters, scrutineers, major shareholders and network service providers, shall be obliged to keep confidential the voting before the voting results are formally announced. (Adding Article 103) Article 103 Resolutions passed at the meeting shall be immediately announced in accordance with the listing rules of the stock exchange where the Company’s shares are publicly traded. The announcement should list the number of shareholders or their agents appearing at the meeting, the total number of voting shares of such shareholders or agents, the ratio of such voting shares to total voting shares at the Company, the means by which votes were cast, the voting result for each proposal, and the particulars of each resolution passed. Statistics on the attendance and the voting of domestic shareholders and foreign shareholders shall be kept on an individual basis, and announced accordingly. Article 99 Rights conferred on any class of Article 108 Rights conferred on any class of shareholders in the capacity of shareholders may shareholders in the capacity of shareholders may not be varied or abrogated unless approved by a not be varied or abrogated unless approved by a special resolution of shareholders’ general special resolution of shareholders’ general meeting and by holders of shares of that class at a meeting and by holders of shares of that class at a separate meeting conducted in accordance with separate meeting conducted in accordance with Articles 100 to 105 stipulated in the Articles of Articles 110 to 114 stipulated in the Articles of Association. (MP79) Association. (MP79)

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles		Proposed Amendments
Article 101 The class shareholders so affected,		Article 110 The class shareholders so affected,
whether or not otherwise entitled to vote at a		whether or not otherwise entitled to vote at a
general meeting, shall nevertheless be entitled	to	general meeting, shall nevertheless be entitled to
vote at any class meetings with respect to matters		vote at any class meetings with respect to matters
set forth in (II) to (VIII), (XI) to (XII) of Article		set forth in (II) to (VIII), (XI) to (XII) of Article
100, but interested shareholder(s) shall not	be	109, but interested shareholder(s) shall not be
entitled to vote in class meetings.		entitled to vote in class meetings.
The meaning of “interested shareholder” in the		The meaning of “interested shareholder” in the
preceding paragraph is:		preceding paragraph is:

(I) in the case of a repurchase of shares by (I) in the case of a repurchase of shares by offers to all shareholders pro rata according offers to all shareholders pro rata according to Article 27 under the Articles of to Article 28 under the Articles of Association or public dealing on a stock Association or public dealing on a stock exchange, a “controlling shareholder” exchange, a “controlling shareholder” within the meaning of Article 57 stipulated within the meaning of Article 61 stipulated in the Articles of Association; in the Articles of Association;
(II) in the case of a repurchase of shares by an (II) in the case of a repurchase of shares by an off-market contract according to Article 27 off-market contract according to Article 28 provided in the Articles of Association, a provided in the Articles of Association, a holder of the shares to which the proposed holder of the shares to which the proposed contract relates; contract relates;
(III) in the case of a restructuring of the (III) in the case of a restructuring of the Company, a shareholder within a class who Company, a shareholder within a class who bears less than a proportionate burden bears less than a proportionate burden imposed on that class under the proposed imposed on that class under the proposed restructuring or who has an interest in the restructuring or who has an interest in the proposed restructuring different from the proposed restructuring different from the interest of shareholders of that class. interest of shareholders of that class. (MP81) (MP81)

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles Proposed Amendments Article 102 Resolutions of a class meeting shall Article 111 Resolutions of a class meeting shall be approved by votes representing more than twobe approved by votes representing more than twothirds of the voting rights of shareholders of that thirds of the voting rights of shareholders of that class present at the meeting who, in accordance class present at the meeting who, in accordance with Article 101, are entitled to vote at the with Article 110 , are entitled to vote at the meeting. (MP82) meeting. (MP82) Article 103 Where the Company convenes a class Article 112 Where the Company convenes a class meeting, a written notice shall be given or an meeting, a written notice shall be given or an announcement shall be published at least 20 announcement shall be published at least 21 days business days before the date of the annual before the date of the annual general meeting and general meeting and at least 15 business days at least 15 days before the date of the before the date of the extraordinary general extraordinary general meeting to notify all the meeting to notify all the shareholders of the said shareholders of the said class in the shareholders’ class in the shareholders’ register of the matters register of the matters to be considered at the to be considered at the meeting, and the date and meeting, and the date and venue of the meeting. venue of the meeting. The calculation of the The calculation of the abovementioned period abovementioned period shall not include the date shall not include the date of publishing the of publishing the announcement and that of the announcement and that of the meeting is meeting is convened. convened. The quorum required by class meeting (adjourned The quorum required by class meeting (adjourned meeting excluded) convened for the purpose of meeting excluded) convened for the purpose of any class equity right must be at least one-third of any class equity right must be at least one-third of the holders of issued shares of such class. the holders of issued shares of such class.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles	Original Articles		Proposed Amendments	Proposed Amendments
Article	109 The board of directors shall be		Article	118 The board of directors shall be
accountable to the general meeting		and exercise	accountable to the general meeting and exercise
the following functions and powers: (MP88)			the following functions and powers: (MP88)
⋯⋯			⋯⋯
(VI)	To formulate the plan for	increase or	(VI)	To formulate the plan for increase or
	reduction of the Company’s registered			reduction of the Company’s registered
	capital, and the plan for issue of the			capital, and the plan for issue of the
	Company’s bonds;			Company’s bonds or other securities
				and listing plans;
(VII)	To prepare plans for the	Company’s
	merger, division and dissolution;		(VII)	To prepare plans for the material
				acquisitions, purchase of shares of the
(VIII)	To decide on the internal	management		Company or Company’s merger,
	structure of the Company;			division, dissolution and change of the
				Company form;
(IX)	To appoint or dismiss the	Company’s
	general manager; to appoint or dismiss		(VIII)	To decide on the internal management
	the Company’s deputy general			structure of the Company;
	manager(s), chief financial	officer and
	secretary to the board of directors and		(IX)	To appoint or dismiss the Company’s
	determine their remunerations;			president; to appoint or dismiss the
				Company’s deputy president(s), chief
(X)	To determine employees’ salary, welfare			financial officer and secretary to the
	and rewards and penalties;			board of directors and determine their
				remunerations;
(XI)	To approve appointment or	replacement
	of the directors and	shareholder	(X)	To work out the basic management
	representative supervisors	of the		system of the Company;
	Company’s wholly-owned	subsidiaries;
	appointment, replacement and		(XI)	To formulate the plan for any amendment
	recommendation of	shareholder		to the Articles of Association;
	representatives, directors	(candidates)
	and shareholder representative		(XII)	To decide on the consolidation, division
	supervisors (candidates)	of the		and restructuring of the Company’s
	Company’s subsidiaries and	participating		wholly-owned subsidiaries and controlled
	subsidiaries;			subsidiaries;
(XII)	To work out the basic	management	(XIII)	To decide on the structure of the special
	system of the Company;			committees of the board of directors and
				to recruit and dismiss the
				person-in-charge of the committees;

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles	Original Articles		Proposed Amendments	Proposed Amendments
(XIII)	To formulate the plan for any amendment		(XIV)	To propose the candidates of independent
	to the Articles of Association;			directors to the general meeting and
				suggest removal and replacement of
(XIV)	To decide on the domestic and overseas			independent directors;
	branch structure of the Company;
			(XV)	To suggest appointment, renewal or
(XV)	To decide on the consolidation, division			dismissal of the accounting firm to the
	and restructuring of the Company’s			general meeting;
	wholly-owned subsidiaries and controlled
	subsidiaries;		(XVI)	To receive the work report of the
				president and examine his work;
(XVI)	To decide on the structure of the special
	committees of the board of directors	and	(XVII)	To manage matters in respect of
	to recruit and dismiss	the		disclosure of the Company’s information;
	person-in-charge of the committees;
			(XVIII)	To formulate the equity incentive plan;
(XVII)	To propose the candidates of independent
	directors to the general meeting	and	(XIX)	The board of directors shall exercise the
	suggest removal and replacement	of		decision-making authority on foreign
	independent directors;			investment (including capital increase
				and equity transfer of the investment
(XVIII)	To suggest appointment, renewal	or		enterprises), financing, venture
	dismissal of the accounting firm to	the		investment, entrust financing and external
	general meeting;			guarantee other than those to be
				determined by resolution of the general
(XIX)	To receive the work report of the general			meeting in accordance with the laws and
	manager and examine his work;			regulations and the Articles of
				Association;
(XX)	To manage matters in respect	of
	disclosure of the Company’s information;		(XX)	A single donation involving over
				RMB20 million but not more than
(XXI)	To formulate the equity incentive plan;			RMB50 million, and involving a
				cumulative amount of not more than
(XXII)	The board of directors shall exercise	the		RMB60 million in a fiscal year shall be
	decision-making authority on foreign			subject to consideration and approval
	investment (including capital increase			by the board of directors. A single
	and equity transfer of the investment			donation involving over RMB50 million
	enterprises), financing, venture			or involving a cumulative amount of
	investment, entrust financing and external			more than RMB60 million in a fiscal
	guarantee other than those to	be		year shall be subject to consideration
	determined by resolution of the general			and approval at the general meeting of
	meeting in accordance with the laws	and		the Company;
	regulations and the Articles	of
	Association;		(XXI)	To determine on other major issues of the
				Company other than matters which shall
				be determined at the general meeting in
				accordance with the Company Law and
				the Articles of Association;

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles Proposed Amendments (XXIII) To determine on other major issues of the (XXII) To determine on the Company’s risk Company other than matters which shall management system, including risk be determined at the general meeting in assessment, financial control, internal accordance with the Company Law and audit and legal risk control, and the Articles of Association; implement supervision thereof; (XXIV) To determine on the Company’s risk (XXIII) Other power as prescribed in the Articles management system, including risk of Association or granted authorization assessment, financial control, internal by the general meeting; audit and legal risk control, and implement supervision thereof; (XXIV) Other matters conferred by the laws, administrative regulations, departmental (XXV) Other power as prescribed in the Articles rules and the regulations of the Listing of Association or granted authorization Rules or the Articles of Association. by the general meeting;

(XXVI) Other matters conferred by the laws, administrative regulations, departmental rules and the regulations of the Listing Rules or the Articles of Association.

The board of directors may resolve on the issues specified in the preceding paragraph by approval of more than half of the directors save for the issues specified in (VI), (VII) and (XIII), and the regulations of the Listing Rule, of which approval of more than two-thirds of the directors is required.

If the uninterested directors who attend the meeting are less than three, the board of directors shall timely submit the relevant proposals to the shareholders’ meeting for approval. The board of directors shall state the relevant situation of approval of such proposal when submitting and recording the opinion of the uninterested directors.

The board of directors may resolve on the issues specified in the preceding paragraph by approval of more than half of the directors save for the issues specified in (VI), (VII) and ( XI ), and the regulations of the Listing Rule, of which approval of more than two-thirds of the directors is required.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles Proposed Amendments Article 114 The independent directors shall also Article 123 The independent directors shall also exercise the following special powers in addition exercise the following special powers in addition to the functions and power as prescribed in the to the functions and power as prescribed in the Company Law, other relevant laws, administrative Company Law, other relevant laws, administrative regulations and as granted in the Articles of regulations and as granted in the Articles of Association. Association.

⋯⋯

(V) To independently appoint external audit and consulting organs;
(V) To publicly solicit proxies from shareholders before general meetings;
(VI) To solicit voting right from shareholders in a public manner prior to convening the shareholders’ meeting.

When the independent directors exercise the functions and powers as prescribed in paragraph (I) and (II) of this Article, the matter shall be submitted to the board of directors for discussion only upon consent by more than half of the independent directors; for paragraph (III), (IV) and (VI), it shall be approved by more than half of the independent directors; and for paragraph (V), it shall be approved by all independent directors. All fees arising from exercising the aforesaid functions and powers by the independent directors shall be borne by the Company. If the above mentioned proposals are refused or the functions and powers are unable to be exercised, the Company shall disclose the information concerned.

(VI) To independently retain external auditing and consulting institutions to audit or to be advised on specific matters concerning the Company.

When the independent directors exercise the functions and powers as prescribed in paragraph (I) and (II) of this Article, the matter shall be submitted to the board of directors for discussion only upon consent by more than half of the independent directors; for paragraph (I) to (V) , it shall be approved by more than half of all independent directors ; and for paragraph (VI) , it shall be approved by all independent directors. All fees arising from exercising the aforesaid functions and powers by the independent directors shall be borne by the Company. If the above mentioned proposals are refused or the functions and powers are unable to be exercised, the Company shall disclose the information concerned.

Separate remuneration, audit, nomination committees shall be formed under the board of For requirements prescribed in the laws, directors and independent directors shall make up regulations, regulatory documents and relevant more than half of the members of the respective provisions of the stock exchange where the committees. Company is listed and regulatory authority, those requirements shall prevail.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles Proposed Amendments Article 115 In addition to the functions and Article 124 In addition to the functions and powers as mentioned above, the independent powers as mentioned above, the independent directors shall issue their independent opinions to directors shall issue their independent opinions to the board of directors or the shareholders’ the board of directors or the shareholders’ meeting with respect to the matters below: meeting with respect to the matters below: ⋯⋯ ⋯⋯ (V) Matters that might prejudice the interests of (V) Matters that might prejudice the interests of minority shareholders as deemed by the minority shareholders as deemed by the independent directors; independent directors; The independent directors shall present one of the (VI) Other matters prescribed by the law, following comments on the aforesaid issues in regulations, CSRC and Articles of writing: Association of the Company. (1) Consent; The independent directors shall present one of the following comments on the aforesaid issues in (2) Reservation and reasons thereof; writing: (3) Objection and reasons thereof; (1) Consent;

(3) Objection and reasons thereof;
(4) Inability to make comments and reasons (2) Reservation and reasons thereof; thereof. (3) Objection and reasons thereof;

If some of the issues shall be disclosed, the Company shall announce the opinions of the (4) Inability to make comments and reasons independent directors. Where consensus opinion thereof. cannot be obtained, the Company shall disclose the opinion of each independent director If some of the issues shall be disclosed, the respectively. Company shall announce the opinions of the independent directors. Where consensus opinion cannot be obtained, the Company shall disclose the opinion of each independent director respectively.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles Proposed Amendments Article 123 The decisions on the matters Article 132 The decisions on the matters considered at meeting of the board of directors considered at meeting of the board of directors shall be recorded as minutes, which shall be shall be recorded as minutes, which shall be signed by the attending directors and recorder. signed by the attending directors and recorder. The directors shall be responsible for the Minutes of the board meeting shall be kept as resolutions passed at meetings of the board of Company documents for ten years. The directors. Any director who votes for a resolution minutes of the board meeting shall include the which is in breach of the relevant laws, following: administrative regulations or the Articles of Association, thereby causing serious losses to the (I) date, venue and convener of the meeting; Company shall be liable for compensation. A director who has been proved as having expressed (II) names of directors and representatives dissenting opinion on the resolution and such authorized by the directors (representative) opinion is recorded in the minutes of the meeting present at the meeting; can be exempt from liability. (MP95) (III) agenda of the meeting; (IV) summary of key points made by the directors at the meeting; (V) the voting methods and the voting results on each matter (the voting result shall clearly state the number of votes for, against and abstain). The directors shall be responsible for the resolutions passed at meetings of the board of directors. Any director who votes for a resolution which is in breach of the relevant laws, administrative regulations or the Articles of Association, thereby causing serious losses to the Company shall be liable for compensation. A director who has been proved as having expressed dissenting opinion on the resolution and such opinion is recorded in the minutes of the meeting can be exempt from liability. (MP95) Article 127 The Company shall have one general Article 136 The Company shall have one manager, who shall be nominated by the directors president , who shall be nominated by the and appointed and dismissed by the board of directors and appointed and dismissed by the directors. (MP99) board of directors. The Company shall have five deputy presidents, who shall be appointed or dismissed by the board of directors after being nominated by the president. (MP99)

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles	Original Articles	Proposed Amendments	Proposed Amendments
Article 135 the board of supervisors shall be		Article 144 the board of supervisors shall be
accountable to the general meeting and shall		accountable to the general meeting and shall
exercise the following powers according to the		exercise the following powers according to the
laws:	(MP108)	laws:	(MP108)
(I)	To review the financial operations of the	(I)	To examine the periodic reports of the
	Company;		company prepared by the board of
			directors and produce written
(II)	To supervise the performance of directors,		examination opinions thereon;
	general manager and other senior
	management of their duties to the Company,	(II)	To review the financial operations of the
	and propose dismissal of directors and		Company;
	senior management who have violated the
	laws, administrative regulations, the Articles	(III)	To supervise the performance of directors,
	of Association or the resolutions of general		president and other senior management of
	meetings;		their duties to the Company, and propose
			dismissal of directors and senior
(III)	To demand redress from the Company’s		management who have violated the laws,
	directors, general manager and senior		administrative regulations, the Articles of
	management should their acts be deemed		Association or the resolutions of general
	harmful to the Company’s interests;		meetings;
(IV)	To examine financial information such as	(IV)	To demand redress from the Company’s
	financial reports, business reports and profit		directors, president and senior management
	distribution plans as proposed by the board		should their acts be deemed harmful to the
	of directors to the general meeting, and if		Company’s interests;
	there are any queries, to engage registered
	accountants or practicing auditors in the	(V)	To propose the convening of extraordinary
	name of the Company to assist in the		general meetings and, in case the board of
	examination;		directors does not perform the obligations to
			convene and preside over the general
(V)	To propose the convening of extraordinary		meetings;
	general meetings and, in case the board of
	directors does not perform the obligations to	(VI)	To propose motions to the general meeting;
	convene and preside over the general
	meetings as prescribed in the Company Law,	(VII)	To propose the convening of extraordinary
	to convene and preside over the general		meeting of the board of directors;
	meetings;
		(VIII)	To coordinate with directors and senior
(VI)	To propose motions to the general meeting;		management on behalf of the Company or
			bring legal proceedings against the
(VII)	To propose the convening of extraordinary		Company’s directors and senior
	meeting of the board of directors;		management;

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Original Articles	Proposed Amendments
	(VIII) To coordinate with directors and senior	(IX) To conduct investigation if there are any
	management on behalf of the Company or	unusual circumstances in the Company’s
	bring legal proceedings against the	operations, and if necessary, to engage an
	Company’s directors and senior	accounting firm, law firm or other
	management;	professionals to assist in their work at the
		expense of the Company;
	(IX) To conduct investigation if there are any
	unusual circumstances in the Company’s	(X) Other functions and powers specified in the
	operations, and if necessary, to engage an	Articles of Association.
	accounting firm, law firm or other
	professionals to assist in their work at the	The supervisors may attend meetings of the board
	expense of the Company;	of directors and make inquiries or suggestions in
		relation to the resolutions of meetings of the
	(X) Other functions and powers specified in the	board of directors.
	Articles of Association.
	The supervisors may attend meetings of the board
	of directors and make inquiries or suggestions in
	relation to the resolutions of meetings of the
	board of directors.
	(Adding Article 145)	Article 145 The supervisors shall ensure that
		the information disclosed shall be true,
		accurate and complete, and sign a written
		confirmation for regular reports.
	Article 137 The board of supervisors shall have	Article 147 The board of supervisors shall have
	the business conducted at the meeting to be	the business conducted at the meeting to be
	recorded in the minutes of meeting, and attending	recorded in the minutes of meeting, and attending
	supervisors and the recorder shall sign on the	supervisors and the recorder shall sign on the
	minutes of meeting.	minutes of meeting.
		Supervisors can request to have the speech they
		make in the meeting recorded in the minutes.
		The meeting minutes of the board of
		supervisors shall be kept as a file of the
		Company for ten years.
	Article 148The liability of directors, supervisors,	Article 158The liability of directors, supervisors,
	general manager and other senior management of	president and other senior management of the
	the Company for breaching a given obligation	Company for breaching a given obligation may be
	may be released by the informed consent of	released by the informed consent of shareholders
	shareholders at a general meeting, save for the	at a general meeting, save for the circumstances
	circumstances specified in Article 56 of the	specified in Article 60 of the Articles of
	Articles of Association. (MP119)	Association. (MP119)

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles Proposed Amendments Article 154 A loan guarantee provided by the Article 164 A loan guarantee provided by the Company in violation of Paragraph 1 of Article Company in violation of Paragraph 1 of Article 151 shall not be enforceable except in the 162 shall not be enforceable except in the following circumstances: following circumstances: (I) The lender does not know that it has (I) The lender does not know that it has provided loan to the connected persons of provided loan to the connected persons of the directors, supervisors, general manager the directors, supervisors, president and and other senior management of the other senior management of the Company or Company or its parent company; its parent company; (II) The collateral provided by the Company has (II) The collateral provided by the Company has been sold by the lender lawfully to a bona been sold by the lender lawfully to a bona fide purchaser. (MP125) fide purchaser. (MP125) Article 158 The Company shall specify in the Article 168 The Company shall specify in the contracts concluded with the directors or contracts concluded with the directors or supervisors in relation to remunerations that if the supervisors in relation to remunerations that if the Company is being taken over, the directors or Company is being taken over, the directors or supervisors of the Company have the right to seek supervisors of the Company have the right to seek compensations or other payment for lost of office compensations or other payment for lost of office or for retirement, subject to prior approved at the or for retirement, subject to prior approved at the general meeting. The aforesaid takeover of the general meeting. The aforesaid takeover of the Company includes any of the following: (MP129) Company includes any of the following: (MP129)

(I) An offer made by any person to all the (I) An offer made by any person to all the shareholders; shareholders; (II) An offer made by any person with the aim of (II) An offer made by any person with the aim of causing the offeror to become a controlling causing the offeror to become a controlling shareholder of the Company. The definition shareholder of the Company. The definition of a controlling shareholder is the same as of a controlling shareholder is the same as that in Article 57 of the Articles of that in Article 61 of the Articles of Association. Association.

Any monies received by the relevant directors or supervisors in violation of this Article shall belong to those who accept the said offer and sell their shares, and the said directors or supervisors shall bear the expenses for distributing the said monies in proportion, which shall not be deducted from the said monies.

– 43 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles Proposed Amendments Article 171 The policy of profits distribution of Article 181 The policy of profits distribution of the Company is: the Company is: ⋯⋯ ⋯⋯ (II) The Company’s profit distribution policy (II) The Company’s profit distribution policy and the specific dividend distribution plan and the specific dividend distribution plan shall be formulated, considered and shall be formulated, considered and approved by the board of directors and then approved by the board of directors and then reported to the general meeting of reported to the general meeting of shareholders for approval; when the board shareholders for approval; when the board of directors formulates the profit of directors formulates the profit distribution policy and dividend distribution distribution policy and dividend distribution plan, it shall take full consideration of the plan, it shall take full consideration of the opinions of the independent directors, the opinions of the independent directors, the board of supervisors and the public board of supervisors and the public investors. investors. (III) The Company distributes the dividend in The Independent Directors may solicit the form of cash dividend, stock dividend or a opinions from minority shareholders and make combination of both. a dividend distribution proposal to be submitted directly to the board of directors for ⋯⋯ deliberation. (V) The Company should actively distribute the Prior to the consideration of detailed cash profit in cash. The profit distributed in form dividend proposals by the general meeting of of cash annually shall not be less than 20% the Company, the Company may communicate of the distributable profits realized in that and exchange opinions with shareholders and year. For cash-based distribution, the especially minority shareholders by different Company must consider whether its cash is ways, thereby fully listening to opinions and able to meet the needs of the Company’s appeals of minority shareholders and normal operation and long-term responsively answering questions that minority development after such distribution in order shareholders concern. to ensure that the distribution plan is in the interest of shareholders as a whole: (III) The Company distributes the dividend in form of cash dividend, stock dividend or a (1) Where the Company is in a developed combination of both. stage with no significant capital expenditure arrangements, the ⋯⋯ dividend distributed in the form of cash shall not be less than 80% of the total profit distribution;

– 44 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles Proposed Amendments (2) Where the Company is in a developed (V) The Company should actively distribute the stage with significant capital profit in cash. The profit distributed in form expenditure arrangements, the of cash annually shall not be less than 20% dividend distributed in the form of of the distributable profits realized in that cash shall not be less than 40% of the year. For cash-based distribution, the total profit distribution; Company must consider whether its cash is able to meet the needs of the Company’s (3) Where the Company is in a developing normal operation and long-term stage with significant capital development after such distribution in order expenditure arrangements, the to ensure that the distribution plan is in the dividend distributed in the form of interest of shareholders as a whole:

(3) Where the Company is in a developing stage with significant capital expenditure arrangements, the dividend distributed in the form of cash shall not be less than 20% of the total profit distribution.
(1) Where the Company is in a developed stage with no significant capital expenditure arrangements, the dividend distributed in the form of cash shall not be less than 80% of the total profit distribution;

In the case that it is difficult to distinguish the Company’s stage of development but the Company has significant capital expenditure arrangements, the profit distribution may be dealt with pursuant to the preceding provisions.

(2) Where the Company is in a developed stage with significant capital expenditure arrangements, the dividend distributed in the form of cash shall not be less than 40% of the total profit distribution;
(3) Where the Company is in a developing stage with significant capital expenditure arrangements, the dividend distributed in the form of cash shall not be less than 20% of the total profit distribution.

Under special circumstances, if the profit distribution plan for the current year may not be determined according to the established cash dividend policy or the minimum cash dividend ratio, the Company shall disclose the specific reasons and clear opinions of independent directors in regular report. If the stock exchange where the Company’s shares are listed has special provisions on the voting system and mode of the shareholders’ general meeting approving such profit distribution plan, such provisions shall be complied with.

⋯⋯

The proportion of cash dividends in the profit distribution shall be cash dividends divided by the sum of cash dividends and share dividends.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles Proposed Amendments (IX) If the profit distribution policy is adjusted Under special circumstances, if the profit by the Company according to the external distribution plan for the current year may not be business environment or its own operating determined according to the established cash conditions, the adjusted policy shall not dividend policy or the minimum cash dividend violate the relevant provisions released by ratio, the Company shall disclose the specific the CSRC and the stock exchange; the reasons and clear opinions of independent proposal in respect of policy adjustment directors in regular report. If the stock exchange must be approved by the Company’s board where the Company’s shares are listed has special of directors and the board of supervisors provisions on the voting system and mode of the before submitting to the shareholders’ shareholders’ general meeting approving such general meeting for approval. The profit distribution plan, such provisions shall be shareholders’ general meeting may be complied with. convened on site or via the network. The independent director shall give independent ⋯⋯ opinions on this. (IX) If the profit distribution policy is adjusted
(X) If any shareholder illegally occupies the by the Company according to the external Company’s funds, the Company shall deduct business environment or its own operating the cash profit allocated to such shareholder conditions, the adjusted policy shall not to repay the amount taken. violate the relevant provisions released by

(IX) If the profit distribution policy is adjusted by the Company according to the external business environment or its own operating conditions, the adjusted policy shall not violate the relevant provisions released by the CSRC and the stock exchange; the proposal in respect of policy adjustment must be approved by the Company’s board of directors and the board of supervisors before submitting to the shareholders’ general meeting for approval. And it shall be adopted by shareholders representing 2/3 or more of the voting rights of the shareholders in presence. The independent director shall give specific opinions on this. (X) If any shareholder illegally occupies the Company’s funds, the Company shall deduct the cash profit allocated to such shareholder to repay the amount taken.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles Proposed Amendments Article 187 The Company shall be dissolved and Article 197 The Company shall be dissolved and liquidated according to law in any of the liquidated according to law in any of the following circumstances: following circumstances: (I) Expiration of business term; (I) Expiration of business term as prescribed by the Articles of Association or any of the (II) The general meeting has resolved to situations for dissolution prescribed in dissolve the Company; the Company’s Articles of Association occurs ; (III) Merger or division of the Company entails dissolution; (II) The general meeting has resolved to dissolve the Company; (IV) The Company is declared bankrupt according to law because it is unable to pay (III) Merger or division of the Company entails its debts as they fall due; dissolution; (V) The Company is closed down due the (IV) The Company is declared bankrupt violation of laws and administrative according to law because it is unable to pay regulations in accordance with laws; its debts as they fall due; (IV) If the Company gets into serious trouble in (V) The business license is cancelled, or the operations and management and Company is ordered to close down or to continuation may incur material losses of be dissolved according to laws due the the interests of the shareholders, and no violation of laws and administrative solution can be found through any other regulations; channel, the shareholders holding more than 10% of the total voting rights of the (VI) If the Company gets into serious trouble in Company may request the people’s court to operations and management and dissolve the Company. (MP153) continuation may incur material losses of the interests of the shareholders, and no solution can be found through any other channel, the shareholders holding more than 10% of the total voting rights of the Company may request the people’s court to dissolve the Company. (MP153) Article 188 If there is any circumstance as stated Article 198 If there is any circumstance as stated in paragraph (I) of Article 187 of this Articles of in paragraph (I) of Article 197 of this Articles of Association, the Company may continue to exist Association, the Company may continue to exist through amendment of this Articles of through amendment of this Articles of Association. Association. If this Articles of Association is amended subject If this Articles of Association is amended subject to the aforesaid provisions, it must be approved to the aforesaid provisions, it must be approved by shareholders representing two-thirds or above by shareholders representing two-thirds or above of the voting rights present at the general of the voting rights present at the general meeting. meeting.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original Articles Proposed Amendments Article 189 Where the Company dissolves Article 199 Where the Company dissolves pursuant to (I) and (II) of Article 187 of this pursuant to (I), (II), (V) and (VI) of Article 197 Articles of Association, a liquidation committee of this Articles of Association, a liquidation shall be set up within 15 days and the members committee shall be set up within 15 days. The thereof shall be decided by an ordinary resolution liquidation group shall be composed of people at a general meeting. determined by the directors or the general meeting. Where no liquidation group is formed If the Company is dissolved pursuant to (IV) of within the time limit, the creditors may plead Article 187 of this Articles of Association, a the people’s court to designate relevant persons liquidation committee comprising shareholders, to form a liquidation group. relevant departments and relevant professionals shall be established by the people’s court in If the Company is dissolved pursuant to (IV) of accordance with relevant laws to carry out the Article 197 of this Articles of Association, a liquidation. liquidation committee comprising shareholders, relevant departments and relevant professionals If the Company is dissolved pursuant to (V) of shall be established by the people’s court in Article 187 of this Articles of Association, the accordance with relevant laws to carry out the competent authority shall organize shareholders, liquidation. (MP154) relevant departments and relevant professionals to establish a liquidation committee to carry out the liquidation. (MP154) (Adding Article 212) Article 212 Where the amendments to the Articles of Association involve matters requiring disclosure by laws and regulations, the amendments shall be announced in accordance with regulations. (Adding Article 216) Article 216 Notices of the shareholders’ general meetings of the Company shall be made by announcement. Notice of the Board meetings and board of supervisors of the Company shall be made by hand, facsimile, telephone, email, or other forms.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Original Articles	Original Articles	Proposed Amendments
	(Adding Article 217)		Article 217 The Company shall designate
			media in the scope of media designated in laws,
			regulations or the securities regulatory
			authority of the State Council to issue
			announcements and other to-be-disclosed
			information of the Company to shareholders of
			domestic shares. The announcements required
			to be given by the Articles of Association to the
			holders of H shares shall be published by the
			methods prescribed by the Hong Kong Listing
			Rules.
			The Board may change the designated media
			for the disclosure of information about the
			Company and shall ensure that such
			designated media complies with the
			requirements as required by the laws and
			regulations of China and Hong Kong, securities
			regulatory authorities under the State Council,
			overseas regulatory authorities and the stock
			exchange of the place where the shares of the
			Company are listed.
	(Adding Article 223)		Article 223 In the Articles of Association,
			references to “president” shall have the same
			meaning as “manager” as stipulated in the
			Company Law and other laws and regulations.
			References to “vice president” shall have the
			same meaning as “deputy manager” as
			stipulated in the Company Law and other laws
			and regulations.

Save for the above-mentioned amendments and the change of the serial number of the Articles of Association caused by such amendment, the amendments of the expression referring to the manager and deputy manager to president and vice president in the Articles of Association, the others will remain unchanged.

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

The English version of this appendix is an unofficial translation of its Chinese version. In case of any discrepancies, the Chinese version shall prevail.

Rules of Procedures for General Meetings of Flat Glass Group Co., Ltd.

Chapter 1 General Provisions

Article 1

To regulate the behavior of Flat Glass Group Co., Ltd. (“ the Company ”) and ensure that the general meeting can exercise its functions and powers according to law, these Rules are formulated in accordance with Company Law of the People’s Republic of China (hereinafter referred to as Company Law), Securities Law of the People’s Republic of China (hereinafter referred to as Securities Law), Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (hereinafter referred to as Hong Kong Listing Rules), Listing Rules of the Shanghai Stock Exchange (hereinafter referred to as Listing Rules of SSE), Rules of general meeting of shareholders of listed companies and other relevant laws, administrative regulations and normative documents and Articles of Association of Flat Glass Group Co., Ltd. (hereinafter referred to as “ Articles of Association ”).

Article 2

The Company shall convene general meetings in strict accordance with the relevant provisions of the laws, administrative regulations and the Articles of Association, and shall ensure that shareholders can exercise their rights according to law.

The Board shall by due diligence perform its duties, and shall organize general meetings in a serious and timely manner. All the directors of the Company shall be diligent and responsible to ensure the normal convening of a general meeting and its lawful exercise of functions and powers.

Article 3

The general meeting shall exercise its functions and powers within the scope specified by the Company Law and the Articles of Association.

The functions and powers of the shareholders’ general meeting specified in the articles of association shall not be granted to the board of directors or to any other institution or individual. The shareholders’ general meeting may, in the form of a resolution, be granted to the board of directors on behalf of the board of directors, in addition to the specific functions and powers specified in the articles of association of the company.

Article 4

General meetings are classified into annual general meetings and extraordinary general meetings. Annual general meetings shall be convened once a year within six months after the end of the preceding fiscal year.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

APPENDIX II

Extraordinary general meetings shall be convened irregularly. In any of the following circumstances, the Company shall convene an extraordinary general meeting within two months from the date upon which the circumstance occurs:

(I) The number of directors falls short of the quorum stipulated in the Company Law or is less than two thirds of the number specified in the Articles of Association;
(II) The unrecovered losses of the Company amount to one third of the total amount of its share capital;
(III) Shareholder(s) holding more than 10% (inclusive) of the Company’s issued and outstanding shares carrying voting rights request(s) in writing the convening of an extraordinary general meeting;
(IV) The Board deems necessary;
(V) The Supervisory Committee proposes to convene such meeting;
(VI) ~~More than 1/2 of the independent directors propose to convene such meeting;~~
~~(VII)~~ Other circumstances stipulated by laws, administrative regulations, departmental rules, the Articles of Association, Hong Kong Listing Rules or Listing Rules of SSE occur.

The calculation of the proportion of the shares in the preceding paragraph (three) shall be calculated as the date on which the shareholder(s) submit(s) a written request.

Companies cannot be convened the general meeting of shareholders within the time mentioned above, which shall be reported to the local China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission (CSRC)) dispatched institutions and securities exchange, and the company should give the reasons and make an announcement in respect thereof.

Article 5

In convening a general meeting, the Company shall engage a lawyer to provide legal opinions and publish an announcement on the following issues:

(I) Whether the convening and convening procedure of the meeting comply with laws, administrative regulations and the Articles of Association;
(II) Whether the attendees and convener of the meeting are eligible;
(III) Whether the voting procedures and results of the meeting are lawful and valid;
(IV) Legal opinions on other relevant matters upon request by the Company.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

APPENDIX II

Chapter 2 Convening of General Meetings

Article 6

The board of directors shall convene the general meeting of shareholders on time in accordance with the relevant requirements of the articles of association, Hong Kong Listing Rules and Listing Rules of SSE.

Article 7

An extraordinary general meeting may be convened upon proposal by independent directors to the Board. Regarding the proposal of the independent directors to convene an extraordinary general meeting, the Board shall, pursuant to laws, administrative regulations and the Articles of Association, give a written reply on whether or not to convene the extraordinary general meeting within 10 days after receipt of the proposal.

Where the Board agrees to convene the extraordinary general meeting, it shall serve a notice of such meeting within five days after the resolution is made by the Board. Where the Board does not agree to convene the extraordinary general meeting as proposed by the independent directors, it shall give the reasons and make an announcement in respect thereof.

Article 8

The Supervisory Committee shall be entitled to propose to the Board to convene an extraordinary general meeting, and shall put forward its proposal to the Board in writing. The Board shall, pursuant to laws, administrative regulations and the Articles of Association, give a written reply on whether or not to convene the extraordinary general meeting within 10 days after receipt of the proposal.

Where the Board agrees to convene the extraordinary general meeting, it shall serve a notice of such meeting within five days after the resolution is made by the Board. Any change to the original proposal set forth in the notice shall be subject to approval by the Supervisory Committee.

If the Board does not agree to convene the extraordinary general meeting or fails to give a written reply within 10 days after receipt of the proposal, the Board shall be deemed as unable to or failing to perform the duty of convening the general meeting, and the Supervisory Committee may convene and preside over the meeting by itself.

Article 9

An extraordinary general meeting may be convened upon request by two or more shareholders severally or jointly holding more than 10% shares of the Company to the Board, and such request shall be put forward to the Board in writing. The Board shall, pursuant to laws, administrative regulations and the Articles of Association, give a written reply on whether or not to convene the extraordinary general meeting within 10 days after receipt of the request.

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

Where the Board agrees to convene the extraordinary general meeting, it shall serve a notice of such meeting within five days after the resolution is made by the Board. Any change to the original request set forth in the notice shall be subject to approval by the relevant shareholders.

If the Board does not agree to convene the extraordinary general meeting or fails to give a reply within 10 days after receipt of the request, shareholders severally or jointly holding more than 10% shares of the Company shall be entitled to propose to the Supervisory Committee to convene an extraordinary general meeting, and shall put forward such request to the Supervisory Committee in writing.

If the Supervisory Committee agrees to convene the extraordinary general meeting, it shall serve a notice of such meeting within five days after receipt of such request. Any change to the original proposal set forth in the notice shall be approved by the relevant shareholders.

In case of failure to issue the notice of the general meeting within the term stipulated, the Supervisory Committee shall be deemed as failing to convene and preside over the general meeting. As a result of its failure to do so for more than 90 consecutive days, shareholder(s) severally or jointly holding more than 10% shares of the Company may convene and preside over such meeting by himself/themselves.

Article 10

Where the Supervisory Committee or shareholder(s) decide(s) to convene a general meeting by itself/themselves, it/they shall notify the Board in writing ~~and it/they shall also issue the resolution of~~ the general meeting and file with ~~the authority appointed by CSRC at the location of the Company and~~ the Stock Exchange at the same time.

Before the resolution of the shareholders’ meeting, the shareholders’ shareholding ratio shall not be less than 10%. When the board of supervisors and the convening of the shareholders decide to send a notice of the general meeting of shareholders and the announcement of the resolution of the shareholders’ general meeting, they shall also submit the relevant certification materials to ~~the CSRC dispatched institutions and~~ the local stock exchange at the same time.

Article 11

With regard to the general meeting convened by the Supervisory Committee or shareholders on its/their own initiative, the Board and its secretary or the secretary of the company shall offer cooperation. The Board shall provide a shareholders’ register as of the equity registration date. Where the Board fails to provide the shareholders’ register, the convener may apply to the securities registration and clearing authority to obtain it upon presentation of the announcement relating to the notice of the general meeting. The shareholders’ register obtained by the convener shall not be used for other purposes except for the general meeting.

Article 12

Where the Supervisory Committee or shareholder(s) convene(s) the general meeting, the expenses incurred therefrom shall be borne by the Company.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

APPENDIX II

Chapter 3 Proposals and Notice of General Meetings

Article 13

The content of a proposal shall be determined by the general meeting, shall have definite topics and specific issues for resolution, and shall comply with the relevant provisions of laws, administrative regulations and the Articles of Association.

Article 14

Where the Company convenes a general meeting, the Board, Supervisory Committee, and shareholder(s) severally or jointly holding more than 3% shares of the Company may make proposals to the Company in written form. Matters within the scope of authority of the shareholders’ meeting of the proposal shall be included in the agenda of the meeting.

Shareholder(s) severally or jointly holding more than 3% shares of the Company may submit written provisional proposals to the convener 10 days before a general meeting is convened. The convener shall serve a supplementary notice of general meeting within two days after receipt of the proposal and announce the content of the provisional proposal.

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

Proposals not set out in the notice of general meeting or not complying with the preceding article of these rules shall not be voted on or resolved at the general meeting.

Article 15

When the Company convenes a general meeting, the convener shall notify the Shareholders by way of announcement at least ~~20~~ 21 ~~clear business~~ days before the date of the annual general meeting, and for an extraordinary general meeting, the Shareholders shall be notified by way of announcement at least 15 clear business days before the date of the meeting.

The duration of the aforesaid notice of the general meeting shall not include the date on which then announcement is published and meeting is convened. ~~The business day mentioned in the Rules~~ shall mean the date on which the Hong Kong Stock Exchange opens for securities trading.

Article 16

Notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose the specific content of all the proposals, and all the information or explanations required to make reasonable judgments on the matters to be discussed. The independent directors need to pass comment on the matters to be discussed, so the opinions of the independent directors should also be disclosed at the same time when the shareholders’ general meeting notice or supplementary notice be issued.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

APPENDIX II

Article 17

If the election of directors or supervisors is proposed to be discussed at a general meeting, the notice of such meeting shall adequately disclose the detailed information of the director or supervisor candidates in accord with Hong Kong Listing Rules and Listing Rules of SSE, which information shall at least include:

(I) Personal particulars, including educational background, work experiences, and concurrent positions;
(II) Whether one has any related connection with the listed company, its controlling shareholders and effective controllers;
(III) The amount of shares of the company one holds;
(IV) Whether one has been punished by CSRC or any other relevant department or reprimanded by the stock exchange.

Unless a director or supervisor is elected via the cumulative voting system, each candidate for director or supervisor shall be proposed via a single proposal.

Article 18

The notice of general meeting shall:

(I) Be made in writing;
(II) Specify the venue, date and time of the meeting;
(III) State matters and proposals to be ~~discussed~~ considered at the meeting;
(IV) Provide the shareholders with such information and explanation as necessary for them to make informed decisions in connection with the matters to be discussed; this principle includes (but is not limited to) where a proposal is made to merge the company, to repurchase shares of the company, to reorganize its share capital or to make any other reorganization of the company, and detailed conditions of the proposed transaction shall be provided together with contracts (if any) and the cause and effect of any such proposal shall also be properly explained;
(V) Disclose the nature and extent of the interest where any director, supervisor, president or other senior executive have a material interest in the proposed matters to be discussed; describe the difference where the impact of the matters to be discussed on such director, supervisor, president or senior executive in their capacity as shareholders is different from the impact on other shareholders of the same class;
(VI) Contain the full text of any special resolution proposed to be passed at the meeting;

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

(VII) Contain a clear statement that a shareholder entitled to attend and vote at such meeting is entitled to appoint one or more proxies to attend and vote at such meeting on his behalf and that such proxy need not be a shareholder;
(VIII)Specify the time and venue for serving the power of attorney for the voting proxy for the meeting;
(IX) Specify the equity registration date of shareholders entitled to attend the general meeting;
(X) Specify the name and telephone number of the coordinator of the meeting;
(XI) Specify the time and procedures for voting online or otherwise.
(XII) And other content of disclosure of Hong Kong Listing Rules and Listing Rules of SSE.

The interval between the equity registration date and the date of meeting may not be more than seven workdays except as otherwise required by the relevant stock exchange or regulatory authority where the shares are listed. Once the equity registration date has been confirmed, which cannot be changed anymore.

Article 19

The notice of a general meeting shall be delivered in any permitted way of the Stock Exchange that company listed on (including, but not limited to post, e-mail, bulletin, published on the website of the company or the relevant stock exchange websites, etc.) to shareholders (whether or not they are entitled to vote at the general meeting) delivery to their addresses as shown in the shareholders’ register. For domestic shareholders (A shareholders after A share listed), notices of general meetings may be issued by announcement.

The announcement referred to in the preceding paragraph shall be published in one or more newspapers designated by the regulatory securities authority under the State Council. Once the announcement has been published, all holders of domestic listed shares shall be deemed to have received the notice of relevant general meeting. For H shareholders, announcement shall be published based on the Hong Kong Listing Rules.

Article 20

After a notice of shareholders’ general meeting is provided, the shareholders’ general meeting shall not be postponed or cancelled, and the proposals set out in the notice of shareholders’ general meeting shall not be cancelled without due reason. Once the meeting is postponed or cancelled, the convener shall make an announcement and explain the reasons at least two working days prior to the scheduled meeting date.

Article 20

~~After the notice of general meeting is issued, the same meeting shall not be postponed or cancelled~~ without proper reasons.

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

~~In the case of any postponement or cancellation of the meeting, the convener shall make an~~ announcement and give the reasons therefor at least two workdays prior to the date on which the meeting is originally scheduled.

Chapter 4 Convening of General Meetings

Article 21

When the Company issues notice of shareholders’ general meeting in the manner required by the relevant stock exchanges or regulatory authorities of the place where the shares are listed, People who have rights to be notified but have not received or been notified a notice of the meeting by accident, the meeting and the decision will not be invalid because of this.

Article 22

The place where the Company convenes a general meeting shall be the domicile of the Company or the site which the convener of a general meeting determined in the notice of the general meeting in accordance with the principle of facilitating the Shareholders’ participation in the general meeting.

The general meeting shall set a venue and be held in the form of on-site meeting, and it shall be also in accordance with the provisions of laws, administrative regulations, and the China Securities Regulatory Commission or the articles of association, and the company will provide a convenience for the shareholders to participate in the general meeting under a safe, economy, convenient internet network and other ways. Shareholders who attend the general meeting in the manner mentioned above, which will be seen as attended.

Article 23

When the general meeting of the Company use the internet or other methods, the voting time and the voting procedure of the internet or other methods should be stated clearly in the notice of the general meeting.

The opening time for voting at a general meeting held by way of Internet or other means shall not be earlier than 3:00 p.m. on the day before the on-site general meeting, and shall not be later than 9:30 a.m. on the day of the on-site general meeting, and the closing time shall not be earlier than 3:00 p.m. on the day of the closing of the on-site general meeting.

Article 24

The board of directors and the other conveners shall take necessary measures to ensure the normal order of the general meeting. The company will take measures to prevent the interference of the general meeting, affray and violations of the legitimate rights and interests of the shareholders and report the situation(s) to the relevant departments to investigate immediately.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

APPENDIX II

Article 25

The shareholders may attend general meetings and exercise the voting rights by themselves, or they can also entrust a proxy to attend the meetings and exercise the voting rights within their authorization.

All shareholders in the shareholders’ register on the equity registration date or proxies thereof shall be entitled to attend general meetings, the company and the conveners cannot refuse them under any reasons.

The Company shall set up the registration procedures for on-site attendance before the date of the general meeting, but shall not prevent shareholders or their proxies from attending the general meeting and exercising their voting rights according to the relevant laws and regulations.

Article 26

Shareholders attending the general meeting shall present their share account cards, identity card or other identity certificate; Proxies attending the general meeting on behalf of an individual shareholder shall also present his/her identity card and the power of attorney of the shareholder.

The convener(s) and lawyers shall jointly verify the validity of shareholders’ qualifications based on the members registration list offered by the securities registration and clearing institution, and shall register names of shareholders and the number of voting shares they hold. The registration for the meeting shall be terminated before the presider of the meeting announces the number of shareholders and proxies present at the meeting as well as the total number of voting shares they hold.

Article 27

Attendees register shall be prepared by the Company, which register shall state the names (or names of the corporations), identification card number and the number of voting shares held or represented, names of the principal (or names of the corporations) and so on.

Article 28

All directors, supervisors and the Secretary of the Board or the company shall attend general meetings of the Company, and other senior executives shall be present at the meetings without voting rights.

Article 29

Where a general meeting is convened by the Board, the chairman of the Board shall preside the meeting. If the chairman is unable or fails to perform his duties, the deputy chairman shall convene and preside the meeting. In the event that the deputy chairman is unable or fails to perform his duties, a director shall be elected by a simple majority of directors to preside the meeting.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

APPENDIX II

Article 30

A general meeting convened by the Supervisory Committee itself shall be presided over by the chairman of the Supervisory Committee. If the chairman of the Supervisory Committee cannot or does not fulfil the duty thereof, more than half of the supervisors may elect a supervisor to preside over the meeting.

Article 31

A general meeting convened by the shareholders themselves shall be presided over by a representative elected by the convener.

Article 32

When a general meeting is held and the presider violates these rules which makes it difficult for the general meeting to continue, a person may be elected at the general meeting to act as the presider, subject to the approval of more than half of the attending shareholders with voting rights.

Article 33

The Board and the Supervisory Committee shall report their work in the preceding year at the annual general meeting. Also, every independent director should give a work report.

Article 34

In addition to the case involving the Company’s commercial secrets cannot be disclosed, the directors, supervisors and senior management staff should make interpretation and illustration according to the queries of shareholders.

Article 35

The presider shall, prior to voting, declare the number of attending shareholders and their proxies as well as the total number of their voting shares, and the number of attending shareholders and their proxies and the total number of their voting shares shall be as recorded in the meeting’s register.

In addition to the presider of the meeting should make decisions under the principle of honesty and credit, allowing to make resolutions on purely procedural or administrative matters by a show of hands, On the general meeting, any proposal made by the shareholders must be carried out in the form of voting. “Procedure and administrative matters” includes: (1) not contained in the agenda of the general meeting or any supplementary shareholders of circular; and (2) referred to the presider of the meeting shall maintained the meeting in order and/or permit assembly affairs more properly to process, while let all shareholders have responsibilities of having a reasonable opportunity to express their opinions.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

APPENDIX II

Article 36

When the shareholders and the intended consideration of the general meeting are related, voting should be avoided; the voting shares held by the shareholders will not be counted into the total number of voting shares of shareholders who attend the general meeting. The announcement of the resolutions of the general meeting shall fully disclose the voting results of the non-related shareholders.

Article 37

The general meetings should consider significant matters affecting the interests of small investors; the voting of small investors should be counted separately. And the results shall be disclosed publicly timely.

The board of directors of the company, independent directors and ~~shareholders who are qualified~~ under relevant provisions shareholders holding 1% or more shares with voting rights or investor protection agencies established pursuant to laws, administrative regulations or the provisions of CSRC can openly solicit the voting right of the shareholders. The purpose and information of soliciting the voting right of the shareholders should be fully disclosed. Prohibit paying or in any disguised form of compensation to solicit the voting right from the shareholders. ~~And~~ Save for statutory conditions, the company shall not limit the minimum shareholding percentage on soliciting the voting right.

Article 38

The Company has no voting right for the shares it holds, and such part of shares shall be excluded from the total number of voting shares represented by the shareholders attending the general meeting.

Shareholders, who purchase the voting shares of the Company in violation of provisions of the first clause and the second clause of Article 63 of the Securities Law of the PRC, shall not exercise the voting rights of the shares that exceed the prescribed ratio within 36 months after purchasing them, and such shares shall not be included in the total number of shares with voting rights at a general meeting.

Article 39

Resolutions in respect of the election of two or more directors or supervisors shall be passed by way of cumulative voting pursuant to the Articles of Association or resolutions of the general meeting. When the controlling proportion of controlling shareholders of the total number of shares of the company is over 30%, the meeting Listed companies with 30% or more shares owned by a single shareholder and its persons acting in concert shall implement the cumulative voting system.

Cumulative voting mentioned in the preceding paragraph means that when directors or supervisors are being elected at a general meeting, each share has as many voting rights as the candidates for directors or supervisors, and the shareholders’ voting rights may be used in a concentrated manner.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

APPENDIX II

Article 40

Save under the cumulative voting system, the general meeting shall resolve on all the proposals separately; in the event of several proposals for the same issue, such proposals shall be voted on and resolved in the order of time at which they are submitted. Unless the general meeting is adjourned or no resolution can be made for special reasons such as force majeure, voting of such proposals shall neither be shelved nor refused at the general meeting.

Article 41

No amendment shall be made to a proposal when it is considered at a general meeting, otherwise, the relevant amendment shall be deemed as a new proposal and shall not be voted on at the general meeting. General meetings shall not determine matters not published in the notice.

Article 42

The same voting right can only be exercised in only one form: onsite, over the network, or otherwise. Where the same voting right is exercised more than once, the voting result of the first time shall prevail.

Article 43

A shareholder attending a general meeting shall express one of the following opinions on any proposal to be voted on: pro, con or abstention. Securities registration and clearing institutions as the name of the holder of Shanghai and Hong Kong stock, but excludes the declaration according to the actual holders.

Blank, wrong, illegible or uncast votes shall be deemed as the voters’ waiver of their voting rights, and the voting results representing the shares held by such voters shall be counted as “abstentions”.

Article 44

When proposals are voted on at the general meeting, two shareholders’ representatives shall be appointed to count, and monitor counting of, the votes. Where any shareholder has interests in any issue considered, the said shareholder or proxy thereof shall not participate in counting and monitoring of ballots.

When proposals are voted on at the general meeting, the lawyer, shareholders’ representative and supervisors’ representative shall be jointly responsible for the counting and monitoring of the ballots.

Shareholders of listed companies or proxies thereof voting over the network or otherwise shall have the right to check their voting results via the corresponding voting system.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

APPENDIX II

Article 45

A general meeting shall not conclude earlier at the venue than over the network or otherwise, and the presider shall announce the voting result of every proposal and announce whether the proposal is passed or not according to the voting result.

Before the voting result is announced, the relevant parties including the listed company, counting officer, monitoring officer, major shareholders and network service provider involved at the venue, over the network or otherwise shall have the confidentiality obligation.

Article 46

Resolutions of the general meeting shall be announced in due time in accordance with the listing rules of the stock exchange where the Company’s shares are publicly traded. The announcement shall specify the number of attending shareholders and their proxies, the total number of voting shares they represent and the proportion of these shares to the total number of the voting shares of the Company, the voting method, the voting result for every proposal and the details of each of the resolutions passed.

The Company shall make statistics and report on the attendance and voting of the domestic Shareholders (A shareholders) and foreign shareholders (H shareholders), respectively.

Article 47

Where a proposal has not been passed or the resolutions of the preceding general meeting have been changed at the current general meeting, special mention shall be made in the announcement of the resolutions of the general meeting.

Article 48

Minutes of a general meeting shall be kept by the Secretary of the Board or the company. The minutes of the meeting shall specify:

(I) the date, venue and agenda of the meeting, and the name of the convener;
(II) the names of the presider, and the directors, supervisors, president and other senior executives attending or present at the meeting;
(III) the number of shareholders and proxies attending the meeting, the total number of voting shares they represent and the proportion of these shares to the total number of shares of the Company;
(IV) the process of discussion in respect of each proposal, highlights of speeches and the voting result;
(V) details of the inquiries or suggestions of the shareholders, and the corresponding responses or explanations;

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

(VI) the names of the lawyer, counting officer and monitoring officer;
(VII) other contents that shall be recorded in the minutes in accordance with the Articles of Association.

The attending directors, supervisors, Secretary of the Board or the company, convener or representative thereof, and preside shall sign the minutes of the meeting, the convener shall ensure the meeting minutes are true, accurate and complete. The minutes of the meeting, the signed attendance record of those shareholders on the spot and the power of attorney for attendance by proxy, and the valid information relating to the voting over network or by other means shall be kept for 10 years.

Article 49

The convener shall ensure that the general meeting is held continuously until final resolutions have been reached. If the general meeting is terminated or fails to reach any resolution due to force majeure or for other special reasons, the convener shall take necessary action to resume the general meeting as soon as possible or directly terminate the general meeting and make a responsive announcement. Meanwhile, the convener shall report to authority appointed by CSRC in the location of the Company and the stock exchange. If the listing rules of the stock exchange(s) on which the Company’s shares are listed have special provisions on the termination and extension of the general meeting, such provisions shall be complied with.

Article 50

Where a proposal on election of directors or supervisors is passed at the general meeting, the directors elect or supervisors elect shall take office after announcement of the voting result.

Article 51

Where a proposal on cash dividends, bonus shares or increase of share capital by way of transfer from capital reserves, the Company shall implement the specific scheme within two months after conclusion of the general meeting.

Article 52

If the resolution of the General Meeting is in violation of the laws and administrative regulations, the resolution will be invalid.

The controlling shareholders and actual controllers of the company shall not restrict or interfere with the small and medium investors in accordance with the law to exercise their right to vote, or damage to the company and the small and medium investors’ legitimate rights and interests.

The procedure of convening the General Meeting and the voting formula are in violation of laws, administrative regulations or articles of association, or the resolution is in violation of the articles of association, the shareholders may after a resolution is made, from within 60 days, request the people’s court to revoke.

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

Chapter 5 Supervisory Measures

Article 53

~~Within a prescribed time period defined by these rules, the listed companies do not to convene a~~ general meeting without justifiable reasons, the stock exchange has rights to suspend trading and derivative products of the listed company, and require the board of directors to give explanations and ~~make an announcement.~~

Article 54

~~If the convening and holding of the General Meeting and the disclosure of relevant information do~~ not meet the requirements of laws, administrative regulations, the rules and articles of association, the China Securities Regulatory Commission and agency has the right to order it to make corrections, and

the stock exchange to be publicly condemned; if the circumstances are serious or not to be corrected, the China Securities Regulatory Commission the relevant personnel to implement banning the entry into ~~the securities market.~~

Article 55

~~If directors, supervisors, or secretaries of the board are in violation of the law, provisions of the~~

administrative regulations, the rules and articles of association, and not earnestly perform their duties, the China Securities Regulatory Commission and its dispatched institution have the right to order them to make corrections, and the stock exchange will condemn them publicly; if the circumstances are serious or have not been corrected, relevant staff of the China Securities Regulatory Commission can make implements to ban the entry into the securities market.

Chapter 5 Special Procedures for Voting by Class Shareholders

Article 53

Holders of different classes of shares are class shareholders. Class shareholders shall enjoy the rights and fulfill the obligations pursuant to the laws, administrative regulations and the Articles of Association.

Article 54

Rights conferred on any class of shareholders in the capacity of shareholders may not be varied or abrogated (as set out in the Articles of Association and other relevant laws and regulations or provisions (if any)) unless approved by a special resolution of shareholders’ general meeting and by holders of shares of that class at a class meeting.

Article 55

Resolutions of a class meeting shall be approved by votes representing more than two-thirds of the voting rights of shareholders of that class present at the meeting who are entitled to vote at the meeting.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

APPENDIX II

Article 56

Where the Company convenes a class meeting, an announcement shall be given or an announcement shall be published at least 21 days before the date of the annual general meeting and at least 15 days before the date of the extraordinary general meeting to notify all the shareholders of the said class in the shareholders’ register of the matters to be considered at the meeting, and the date and venue of the meeting. The calculation of the abovementioned period shall not include the date of publishing the announcement and that of the meeting is convened.

Article 57

Notices of class meetings shall only be served on shareholders entitled to vote thereat. Class meetings shall be conducted in a manner as similar as possible to that of general meetings. Provisions in the Articles of Association concerning the procedure for convening of general meetings also apply to class meetings.

Article 58

Apart from holders of other classes of shares, holders of domestic shares and overseas-listed foreign shares are deemed as shareholders of different classes.

Special voting procedures for class shareholders shall not apply in the following circumstances:

(I) With the approval by special resolutions at a general meeting (acquired unconditioned authorization or restrained by all terms and conditions through resolution), the Company recognizes, distributes or issues domestic shares and overseas-listed foreign shares, at one or more occasions, the total number of shares not exceeding 20% of each of its existing issued and outstanding domestic shares and overseas- listed foreign shares in every 12 months;
(II) Where the Company’s plan to issue domestic shares and overseas-listed foreign shares at the time of its establishment is carried out within 15 months from the date of approval of the securities regulatory authority under the State Council;
(III) Shares of the Company already issued but not listed, with approval from the securities regulatory authority under the State Council, are converted to overseas listed shares.

Chapter 6 Supplementary Provisions

Article 56 59

The announcement or notice of the rules refers to the contents of the information disclosed in the designated newspapers and periodicals of China Securities Regulatory commission except as otherwise required by the relevant stock exchange or regulatory authority where the shares are listed. Notice or announcement with a longer length, the company may choose to specify the contents of the disclosure briefly in the designated newspapers and periodicals of China Securities Regulatory commission, but the full text should also be published on the website of the China Securities Regulatory commission.

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APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

Supplementary notices of general meeting as mentioned in the rules shall be announced on the same newspapers on which the notices of meeting are announced.

Article 57 60

The phrases “more than” and “within” as mentioned in these rules are inclusive while “exceeding”, “less than” and “more than” are exclusive.

Article 58 61

In any of the following circumstances, the rules shall be amended to be:

(1) After the modification of the articles of association, the provisions of these rules are inconsistent with the articles of association of the amended;
(2) The General Meetings decide to amend the rules.

Article 59 62

The unsettle affairs of the rules are applicable to the provisions of the relevant laws, regulations, rules and regulatory documents and the articles of association. If the provisions of these rules are inconsistent with relevant laws, regulations, rules, regulations document and the articles of association and Hong Kong Listing Rules or Listing Rules of SSE, the provisions of relevant laws, regulations, rules, regulations document and the articles of association and Hong Kong Listing Rules or Listing Rules of SSE shall prevail.

Article 60 63

These rules shall be subject to interpretation by the Board of the Company as an appendix of Articles of Association.

Article 61 64

These rules shall come into effect upon deliberation and approval of the general meeting of the Company. Upon the effective day of the rules, the existing rules of the Company will lapse automatically.

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NOTICE OF AGM

福萊特玻璃集團股份有限公司 Flat Glass Group Co., Ltd.

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

(Stock code: 6865)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ AGM ”) of Flat Glass Group Co., Ltd. (the “ Company ”) will be held at 2:00 p.m. on Tuesday, 6 June 2023 at the 2nd Floor, Conference Room, Administrative Building, Flat Glass Group Co., Ltd., 959 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the People’s Republic of China for the purpose of considering, and if thought fit, passing the following resolutions by way of ordinary or special resolutions as indicated. Unless defined otherwise, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 4 May 2023:

Ordinary resolution 1. To consider and approve the report of the Board for the year ended 31 December 2022.
Ordinary resolution 2. To consider and approve the report of the Supervisory Committee for the year ended 31 December 2022.
Ordinary resolution 3. To consider and approve the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2022.
Ordinary resolution 4. To consider and approve the annual report and annual results of the Company for the year ended 31 December 2022.
Ordinary resolution 5. To consider and approve the report on the Company’s final accounts for the year ended 31 December 2022.
Ordinary resolution 6. To consider and approve the report on the Company’s financial budget for the year ending 31 December 2023.
Special resolution 7. To consider and approve the profit distribution plan for the year ended 31 December 2022.
Ordinary resolution 8. To consider and approve the appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP in the PRC as the Company’s auditors until the conclusion of the next annual general meeting of the Company, and to approve and authorise the Board to determine its remuneration.

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NOTICE OF AGM

Ordinary resolution 9.
To consider and approve the proposal on determination of the remuneration of the Directors for the year ending 31 December 2023.
Ordinary resolution 10.
To consider and approve the proposal on determination of the remuneration of the Supervisors for the year ending 31 December 2023.
Ordinary resolution 11. To consider and approve the environmental, social and governance report of the Company for the year ended 31 December 2022.
Special resolution 12.
To consider and approve the guarantees to be provided by the Group for its potential credit facility of up to RMB18 billion and to authorize the chairman of the Board and its authorized persons to sign all legal documents relating to the credit facilities, and the validity period of this resolution to be valid until the date of the next annual general meeting of the Company.
Ordinary resolution 13. To consider and approve the implementation of daily related party transactions for 2022 and the estimate on daily related party transactions for 2023.
Special resolution 14. To consider and approve the proposed amendments to the Articles of Associations.
Special resolution 15.
To consider and approve that the Board be authorized to make changes in industrial and commercial registration and make relevant adjustments and revision to the Articles of Association in accordance with the requirements and opinions of the relevant government departments and regulatory authorities in the PRC, including but not limited to adjustment and revisions to characters, chapters and articles.
Ordinary resolution 16. To consider and approve the proposed amendments to the Rules of Procedures of General Meeting.

By order of the Board of Flat Glass Group Co., Ltd. Ruan Hongliang Chairman

Jiaxing, Zhejiang Province, the PRC

4 May 2023

As at the date hereof, the executive Directors were Mr. Ruan Hongliang, Ms. Jiang Jinhua, Mr. Wei Yezhong and Mr. Shen Qifu, and the independent non-executive Directors were Ms. Xu Pan, Ms. Hua Fulan and Ms. Ng Yau Kuen Carmen.

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NOTICE OF AGM

Notes:

In order to ascertain the Shareholders’ entitlement to attend and vote at the AGM, the register of members of the Company will be closed from 1 June 2023 (Thursday) to 6 June 2023 (Tuesday) (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the forthcoming AGM, all transfer documents must be lodged with the Company’s share registrar in respect of H Shares, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for holders of H Shares), for registration before 4:30 p.m. on Wednesday, 31 May 2023. H Shareholders whose names appear on the register of members of the Company on Wednesday, 31 May 2023 are entitled to attend and vote at the AGM. The record date and arrangements in respect of the A Shareholders who are entitled to attend the AGM will be determined and announced separately in the PRC by the Company.
Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a Shareholder.
The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorized in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same.
In order to be valid, the proxy form must be deposited by hand or by post, for holders of H Shares of the Company, to the H share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time for holding the AGM. If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude the Shareholders from attending and voting in person at the AGM or any adjourned meetings should they so wish.
Shareholders or their proxies shall provide their identification documents when attending the AGM.
Shareholders attending the AGM shall be responsible for their own travel and accommodation expenses.
The address of the head office in the PRC of the Company is 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the PRC.

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AI assistant

Flat Glass Group Co., Ltd. — AGM Information 2023

51063_rns_2023-05-04_7505a3b0-00bc-4ac1-bbb1-0d3faa28fc13.pdf

福萊特玻璃集團股份有限公司 Flat Glass Group Co., Ltd.

(1) PROPOSED PROVISION OF GUARANTEES BY THE GROUP FOR ITS POTENTIAL CREDIT FACILITIES

(4) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS AND (5) NOTICE OF AGM

DEFINITIONS

DEFINITIONS

福萊特玻璃集團股份有限公司 Flat Glass Group Co., Ltd.

(1) PROPOSED PROVISION OF GUARANTEES BY THE GROUP FOR ITS POTENTIAL CREDIT FACILITIES

AND (5) NOTICE OF AGM

I. INTRODUCTION

II. PROPOSED PROVISION OF GUARANTEES BY THE GROUP FOR ITS POTENTIAL CREDIT FACILITIES

III. THE IMPLEMENTATION OF DAILY RELATED PARTY TRANSACTIONS FOR 2022 AND THE ESTIMATE ON DAILY RELATED PARTY TRANSACTIONS FOR 2023

LETTER FROM THE BOARD

IV. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

V. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETINGS

VI. THE AGM

LETTER FROM THE BOARD

VII. RECOMMENDATION

APPENDIX I

Original Articles

Proposed Amendments

Original Articles

Proposed Amendments

APPENDIX I

APPENDIX I

APPENDIX I

Original Articles

Proposed Amendments

APPENDIX I

Rules of Procedures for General Meetings of Flat Glass Group Co., Ltd.

Chapter 1 General Provisions

Article 1

Article 2

Article 3

Article 4

Article 5

Chapter 2 Convening of General Meetings

Article 6

Article 7

Article 8

Article 9

Article 10

Article 11

Article 12

Chapter 3 Proposals and Notice of General Meetings

Article 13

Article 14

Article 15

Article 16

Article 17

Article 18

Article 19

Article 20

~~Article 20~~

Chapter 4 Convening of General Meetings

Article 21

Article 22

Article 23

Article 24

Article 25

Article 26

Article 27

Article 28

Article 29

Article 30

Article 31

Article 32

Article 33

Article 34

Article 35

Article 36

Article 37

Article 38

Article 39

Article 40

Article 41

Article 42

Article 43

Flat Glass Group Co., Ltd. AGM Information 2023

Article 20

Chapter 5 Supervisory Measures

Article 53

Article 54

Article 55

Article 56 59

Article 57 60

Article 58 61

Article 59 62

Article 60 63

Article 61 64