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, a bank manager, solicitor, professional accountant or other professional adviser.

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

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

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HUA HONG SEMICONDUCTOR LIMITED 華虹半導體有限公司

(Incorporated in Hong Kong with limited liability)

(Stock code: 1347)

PROPOSED RMB SHARE ISSUE UNDER SPECIFIC MANDATE AND PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting (“ EGM ”) of Hua Hong Semiconductor Limited to be held on 27 June 2022 at 2:00 p.m.,with the combination of a physical meeting at Kowloon Shangri-La Hong Kong, 64 Mody Road, Kowloon, Hong Kong and a virtual meeting online, is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use by the Shareholders at the EGM is also enclosed herein. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.huahonggrace.com).

Whether or not you are able to attend the EGM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong or via the designated URL (https://spot-emeeting.tricor.hk) using the username and password provided on the notification letter sent by the Company on 7 June 2022, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. In calculating the aforesaid 48 hours period, no account will be taken of any part of a day that is a public holiday. Accordingly, the form of proxy must be delivered not later than 2:00 p.m. on 24 June 2022. Completion and delivery of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM if they so wish.

7 June 2022

CONTENTS

			Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			1
LETTER	FROM	THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
2.	MATTERS TO BE RESOLVED AT THE EGM . . . . . . . . . . . . . . . . . . . . .		5
3.	OTHER INFORMATION RELATED TO THE RMB SHARE ISSUE. . . . .		18
4.	THE EGM AND PROXY ARRANGEMENT . . . . . . . . . . . . . . . . . . . . . . .		22
5.	RECOMMENDATIONS OF THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . .		24
6.	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		24
APPENDIX I		POLICY FOR STABILISATION OF THE PRICE OF
		THE RMB SHARES FOR THE THREE YEARS AFTER
		THE RMB SHARE ISSUE. . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
APPENDIX II		PROFITS DISTRIBUTION POLICY AND DIVIDEND
		RETURN PLAN WITHIN THREE YEARS FOLLOWING
		THE RMB SHARE ISSUE . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
APPENDIX III		REMEDIAL MEASURES FOR THE DILUTION OF
		IMMEDIATE RETURNS AFTER THE RMB SHARE
		ISSUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
APPENDIX IV		UNDERTAKINGS AND THE CORRESPONDING
		BINDING MEASURES IN CONNECTION WITH THE
		RMB SHARE ISSUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	IV-1
APPENDIX V		AMENDMENTS TO THE ARTICLES OF ASSOCIATION . . .	V-1
APPENDIX VI		POLICY GOVERNING THE PROCEDURES FOR
		THE HOLDING OF GENERAL MEETINGS . . . . . . . . . . .	VI-1
APPENDIX VII		POLICY GOVERNING THE PROCEDURES FOR
		THE HOLDING OF BOARD MEETINGS . . . . . . . . . . . . . .	VII-1
NOTICE	OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . .		EGM-1

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following terms shall have the meanings set out below:

“Announcement” the announcement dated 12 May 2022 made by the Company in relation to, among others, the RMB Share Issue, the Specific Mandate and related matters (including proposed amendments to the Articles) “Articles” the articles of association of the Company (as amended from time to time) “Board” the board of Directors of the Company

“Company” Hua Hong Semiconductor Limited, a company incorporated in Hong Kong with limited liability on 21 January 2005, the shares of which are listed on Main Board of the Hong Kong Stock Exchange
“CSDC” China Securities Depository and Clearing Corporation Limited
“CSRC” China Securities Regulatory Commission “Director(s)” director(s) of the Company
“EGM” the extraordinary general meeting of the Company to be held on 27 June 2022 at 2:00 p.m. to consider and, if thought fit, approve, among other things, the proposed RMB Share Issue, the Specific Mandate and related matters (including proposed amendments to the Articles), or any adjournment thereof
“Group” the Company and its subsidiaries

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

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

“Hong Kong Share(s)” the existing ordinary Share(s) which are listed on the Hong Kong Stock Exchange

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

– 1 –

DEFINITIONS

“Latest Practicable Date”
“Over-allotment Option”
“PRC”
“Regulatory Approvals”
“RMB”
“RMB Share(s)”
“RMB Share Issue”
“Shanghai Stock Exchange”
“Shanghai Stock Exchange STAR Market Listing Rules”
“Share(s)”
“Shareholder(s)”
“Specific Mandate”
1 June 2022, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
the over-allotment option which may be exercised by the Company and the lead underwriter(s) in respect of such number of RMB Shares not exceeding 15% of the number of RMB Shares to be issued initially under the RMB Share Issue
the People’s Republic of China
the approvals or decisions from the relevant regulatory authorities and governmental departments in the PRC (including but not limited to the CSRC, the Hong Kong Stock Exchange, the Shanghai Stock Exchange and the CSDC)
Renminbi, the lawful currency of the PRC
the ordinary Share(s) to be subscribed for in RMB by target subscribers in the PRC, to be listed on the STAR Market and traded in RMB
the Company’s proposed issue of no more than 433,730,000 RMB Shares, which will be listed on the STAR Market
the Shanghai Stock Exchange
the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of Shanghai Stock Exchange 《上海證券交易所科創板股票上市規則》 (as amended from time to time)
issued share(s) of the Company
the holder(s) of the Shares of the Company
a specific mandate to be sought from the Shareholders at the EGM to allot and issue RMB Shares pursuant to the RMB Share Issue

– 2 –

DEFINITIONS

“STAR Market”	the Science and Technology Innovation Board of the
	Shanghai Stock Exchange
“Takeovers Code”	the Code on Takeovers and Mergers and Share Buy-back
	issued by the Securities and Futures Commission of Hong
	Kong (as amended from time to time)
“%”	per cent

– 3 –

LETTER FROM THE BOARD

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HUA HONG SEMICONDUCTOR LIMITED 華虹半導體有限公司

(Incorporated in Hong Kong with limited liability)

(Stock code: 1347)

Executive Directors: Registered Office: Suxin Zhang (Chairman) Room 2212 Junjun Tang (President) Bank of America Tower 12 Harcourt Road Non-executive Directors: Central Guodong Sun Hong Kong

Non-executive Directors: Guodong Sun Jing Wang Jun Ye

Principal Place of Business in PRC: 288 Halei Road Zhangjiang Hi-Tech Park Shanghai, PRC Postcode: 201203

Independent Non-executive Directors: Stephen Tso Tung Chang Kwai Huen Wong, JP Long Fei Ye

No. 30, Xinzhou Road Xinwu District Wuxi, Jiangsu, PRC Postcode: 214000

7 June 2022

To the Shareholders

Dear Sir/Madam,

PROPOSED RMB SHARE ISSUE UNDER SPECIFIC MANDATE AND

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement dated 21 March 2022 in respect of the Company’s proposed RMB Share Issue and the Announcement in relation to, among others, the RMB Share Issue, the Specific Mandate and related matters (including proposed amendments to the Articles).

– 4 –

LETTER FROM THE BOARD

The purpose of this circular is to provide Shareholders with details of the resolutions proposed to be considered and approved by Shareholders at the EGM and relevant information to enable Shareholders to make an informed decision on whether to vote for or against or abstain from voting at these resolutions. Such resolutions and information are set out in this letter from the Board.

2. MATTERS TO BE RESOLVED AT THE EGM

(i) Resolution on the RMB Share Issue and the Specific Mandate

An ordinary resolution will be proposed at the EGM to approve the RMB Share Issue and the Specific Mandate subject to obtaining the necessary Regulatory Approvals.

Details of the RMB Share Issue are set out as follows:

(a) Class of RMB Ordinary shares to be subscribed for in RMB by the target Shares subscribers (as stated below), to be listed on the STAR Market and traded in RMB, forming the same class of ordinary shares as the Hong Kong Shares.

The RMB Shares do not have a par value pursuant to section 135 of the Companies Ordinance (Cap. 622 of the Laws of Hong Kong).

(b) Number of RMB Shares to be issued
The Company proposes to issue not more than 433,730,000 RMB Shares, representing approximately 33.32% of the share capital of the Company as at the Latest Practicable Date and not more than 25% of the enlarged share capital of the Company upon completion of the RMB Share Issue (including RMB Shares to be issued pursuant to the exercise of the Over-allotment Option based on negotiations between the Company and the lead underwriters). The RMB Share Issue only involves issue of new Shares.

The final number of RMB Shares to be issued and matters in relation to the Over-allotment Option will be determined according to market conditions and communications with relevant regulatory authorities.

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LETTER FROM THE BOARD

(c) Target subscribers
Target subscribers of the RMB Share Issue are qualified offline investors and natural persons, legal persons and other institutional investors who maintain accounts with the Shanghai Stock Exchange (except for those prohibited by laws, regulations, and regulatory documents in the PRC from subscribing) or other target subscribers who comply with the relevant eligibility requirements of the CSRC and the Shanghai Stock Exchange.

In the event that any of the aforementioned target subscribers of the RMB Share Issue are connected persons of the Company, the Company will take all reasonable measures to comply with the requirements of relevant regulatory authorities, including but not limited to Chapter 14A of the Hong Kong Listing Rules.

(d) Method of issuance The Company will adopt a combination of offline placement and online subscriptions, or such other methods of issuance as approved by relevant securities regulatory authorities in the PRC.
(e) Method of pricing The price for the RMB Shares will be determined by the Board and the lead underwriters, with reference to the domestic and overseas capital market conditions at the time of the RMB Share Issue, the actual circumstances of the Company and the interests of the Shareholders as a whole, by (i) ascertaining the price range via promotion to potential investors and preliminary price enquiries and (ii) determining the issue price in accordance with relevant laws, regulations and requirements of the relevant securities regulatory authorities in the PRC.

Pricing procedures shall be based on strict market and regulatory procedures and requirements, including but not limited to the following:

Before publication of the preliminary pricing enquiry announcement, relevant documents including the announcement itself, the issuance plan, investment valuation report and strategic placement plan shall be submitted to the Shanghai Stock Exchange;
The difference between the maximum and minimum initial subscription prices of the offline investors shall not exceed 20% of the minimum price;

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LETTER FROM THE BOARD

The difference between the upper end and the lower end of the issue price range shall be determined by the Company and the lead underwriters after excluding a portion of the highest quotations and shall not exceed 20% of the lower end of the issue price range;
If the issue price after the initial enquiry is not within the valuation range of the investment valuation report, the Company and the lead underwriters shall explain the reasons to the Shanghai Stock Exchange and notify the Securities Association of China; and
The Company and the lead underwriters shall determine the issue price with prudence by methods of accumulative bidding enquiry or classified placement.

Apart from the requirements on the issuer and lead underwriters in relation to the determination of the range of preliminary price enquiry and the final issue price, there is no prescribed requirement on the minimum issue price pursuant to applicable laws and regulations.

The RMB Share Issue and the listing of the RMB Shares on the STAR Market constitute important milestones of the Company in its pursuit of a new financing platform and continuous enhancement of value in the capital market and are in line with the Company’s sustainable development. Further, a fair issue price set in compliance with the relevant procedures and requirements is vital to and expected to be beneficial for the Company’s use of proceeds on its projects, satisfaction of its long-term capital needs and enhancement of value. As such, the Company will ensure that the issue price is in the interests of the Company and the Shareholders as a whole by duly complying with the relevant rules and regulations governing the pricing procedures.

(f) Strategic placement

Based on needs of business cooperation and the scale of financing, the Company may implement strategic placement and place a part of the RMB Shares to relevant investors who meet the requirements of laws and regulations. In the event that the senior management of the Company establishes a specific asset management plan to participate in the strategic placement of the RMB Share Issue, the number of RMB Shares allotted to them shall not exceed 10% of the number of RMB Shares issued in the RMB Share Issue, and the senior management shall undertake to hold the RMB Shares allotted to them for a period of not less than 12 months, as agreed in the strategic placement agreement(s) to be executed by the parties.

– 7 –

LETTER FROM THE BOARD

(g) Joint sponsors and lead underwriters
Guotai Junan Securities Co., Ltd. and Haitong Securities Co., Ltd.
(h) Method of underwriting

The method of underwriting for the RMB Share Issue will be in the form of standby underwriting by the lead underwriters.

(i) Use of proceeds

The proceeds raised from the RMB Share Issue after deducting the issuance expenses are proposed to be used for the “Hua Hong Manufacturing (Wuxi) Project”, the “the 8-Inch Factory Optimisation and Upgrading Project”, the “Specialty Technological Innovation and Research and Development Project” and replenishment of working capital.

If the net proceeds actually raised from the RMB Share Issue exceed the capital requirements of the relevant projects, the surplus amount will be used in the Company’s principal business after performing necessary procedures in accordance with relevant regulations. If the net proceeds actually raised from the RMB Share Issue are less than the capital requirements of the relevant projects, the shortfall shall be covered by the Company with its own funds.

Before the proceeds to be raised from the RMB Share Issue are in place, the Company may make initial investments with its own funds according to the progress of the projects. After the proceeds are in place, the Company will first reimburse the initial investment funds and use the remaining proceeds to pay the outstanding investment amount of the projects.

(j) Distribution plan of The undistributed profits accumulated before the RMB accumulated Share Issue will be shared by existing and new Shareholders profits before the on a pro rata basis and in proportion to shareholding RMB Share Issue percentages after the RMB Share Issue.
(k) Place and board of The RMB Shares will be listed on the STAR Market of the listing of RMB Shanghai Stock Exchange. Shares

– 8 –

LETTER FROM THE BOARD

(l) Share registers

The RMB Shares will be registered on a separate register of members maintained in the PRC (the “ PRC Share Register ”) and managed by the CSDC. The RMB Shares will not be registered on the existing register of members of the Company maintained in Hong Kong (the “ Hong Kong Share Register ”).

Tricor Investor Services Limited will continue to serve as the Hong Kong share registrar for the Hong Kong Shares traded on the Hong Kong Stock Exchange.

Due to current restrictions under laws, rules and regulations in the PRC, including but not limited to the Opinions on the Pilot Programmes of Innovative Enterprises Issuing Stocks or Depositary Receipts in the Mainland of China (《關於開展創新企業境內發行股票或存託憑證試點若干意見》), the Implementing Measures of the Shanghai Stock Exchange for the Listing and Trading of Pilot Innovative Enterprises’ Stocks or Depositary Receipts (《上海證券交易所試點創新企業股票或存托憑證上市交易實施辦法》), the stocks issued by innovative enterprises in the PRC shall be registered, deposited and settled by the CSDC, such that the RMB Shares to be issued by the Company under the proposed RMB Share Issue shall be registered on the PRC Share Register managed by the CSDC and no movement of Shares will be allowed between the Hong Kong Share Register and the PRC Share Register.

(m) RMB Shares cannot be moved outside of the PRC or to the Hong Kong Share Register
The RMB Shares are subscribed and traded in RMB and issued to investors in the PRC solely for trading on the Shanghai Stock Exchange. The RMB Shares will not be able to be moved outside of the PRC for trading in Hong Kong or to the Hong Kong Share Register.
(n) Non-fungibility between the RMB Shares and the Hong Kong Shares
The RMB Shares and the Hong Kong Shares will not be fungible.
(o) Valid period of the The resolution on the RMB Share Issue will be valid for 12 resolution months from the date of approval at the general meeting.

– 9 –

LETTER FROM THE BOARD

The issue of the RMB Shares pursuant to the RMB Share Issue is conditional upon: (1) the grant of the proposed Specific Mandate by the Shareholders to the Board having been obtained at the EGM; and (2) the necessary Regulatory Approvals for the RMB Share Issue having been obtained.

The Board may or may not proceed with the RMB Share Issue, depending on a number of factors, such as market conditions. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.

After the RMB Share Issue, subject to the Articles and exemptions from competent authorities, the Company will need to comply with applicable laws, rules and regulations of the PRC including but not limited to the Securities Law of the People’s Republic of China (《中華人民共和國證券法》), the Measures for the Administration of the Registration of IPO Stocks on the Science and Technology Innovation Board (for Trial Implementation) (《科創板首次公開發行股票註冊管理辦法(試行)》), the Shanghai Stock Exchange STAR Market Listing Rules, the Measures on Ongoing Supervision over the Innovative Enterprises after Issuance of Shares or Depository Receipts (Trial Implementation) (《創新企業境內發行股票或存託憑證上市後持續監管實施辦法(試行)》), the Opinions on the Pilot Programmes of Innovative Enterprises Issuing Stocks or Depositary Receipts in the Mainland of China (《關於開展創新企業境內發行股票或存託憑證試點若干意見》) and other applicable regulations of the PRC. The Company’s PRC legal adviser and Hong Kong legal adviser are of the opinion that the RMB Share Issue would not contravene relevant laws, rules and regulations of the PRC (including Hong Kong), respectively.

(ii) Resolution on authorisation to the Board and its authorised persons to exercise full powers to deal with all matters relating to the RMB Share Issue

An ordinary resolution will be proposed at the EGM to approve the authorisation to the Board and its authorised persons, including but not limited to the Chairman of the Company, to exercise full powers to deal with all matters relating to the RMB Share Issue.

At the EGM, authorisation will be granted to the Board and its authorised persons to exercise full powers to deal with all matters relating to the RMB Share Issue, including but not limited to:

(1) within the scope of the RMB Share Issue to be considered and approved at the EGM, in accordance with the PRC laws and regulations and relevant rules of the securities regulatory authorities and the Shanghai Stock Exchange, to exercise full powers in respect of adjustments and implementation of the RMB Share Issue and to confirm the specific matters in relation to the RMB Share Issue on the basis of negotiations with the sponsors (lead underwriters), including but not limited to the determination of the time of issuance, issue size, target subscribers, methods of issuance, methods of pricing, the offer price (including the offer price range and the final offer price), place of listing, specific plan for the exercise of the Over-allotment Option, details of strategic placements including size, proportions and placees, and other matters

– 10 –

LETTER FROM THE BOARD

relevant to the RMB Share Issue; approve the payment of necessary listing expenses; approve the estimate of listing expenses; publish announcements, circulars and disclosure documents relevant to the RMB Share Issue;

(2) to handle the matters in relation to the application for the RMB Share Issue, including but not limited to handling procedures including application, approval, registration or filing with, or obtaining approvals or consents from the relevant governmental departments, regulatory authorities, stock exchanges and clearing houses; to draft, modify, approve, execute, submit, publish, implement, revise or complete any applications, reports, statements, undertakings, confirmations, agreements, contracts, announcements, circulars or other necessary documents related to the RMB Share Issue (including but not limited to letters of intent, the prospectus, other application documents, sponsorship agreements, underwriting agreements, listing agreements, strategic investment agreements, placing agreements, relevant announcements, notices to Shareholders, connected/affiliated transactions agreements and service agreements with intermediaries), and to take all other actions as necessary, proper or appropriate in respect of the RMB Share Issue and the commencement of investment projects to which proceeds are applied in accordance with the opinions of the relevant government authorities or actual circumstances for the purpose of completing the RMB Share Issue; to make corresponding adjustments to matters relating to the specific plan for the RMB Share Issue (including adjustments of the use of proceeds as appropriate and suspension and termination of the implementation of the issuance plan), save for matters required to be voted again in a general meeting pursuant to the requirements of relevant laws, regulations, regulatory documents and the Articles;
(3) based on the actual circumstances of the RMB Share Issue, market conditions, adjustments of policies and opinions of regulatory authorities, under the premise of compliance with the relevant regulations and procedures, to make adjustments to the specific terms of the RMB Share Issue and details including investment projects to which proceeds are applied and use of proceeds and the proportion thereof, including specific uses of proceeds to be raised from the exercise of the Over-allotment Option; to ascertain matters including the progress of the investment projects to which proceeds are applied and the adjustments of the proportions; to approve and execute the material contracts during the course of operation of the investment projects to which proceeds are applied;
(4) to make the relevant undertakings, statements and confirmations in accordance with the PRC laws and regulations and the relevant rules of the securities regulatory authorities and actual needs of the RMB Share Issue;
(5) to modify the relevant documents including policies, undertakings, reports and plans considered and approved by the Board, in accordance with the PRC laws and regulations and the relevant rules of the securities regulatory authorities and actual needs of the RMB Share Issue;

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LETTER FROM THE BOARD

(6) to establish and determine the designated account for the deposit of proceeds to be raised before the RMB Share Issue as required and execute relevant documents;
(7) to adjust and modify the Articles, policies governing the procedures of meetings, and other corporate governance documents, relevant measures and undertakings as well as other application documents (including without limitation adjustments and modifications to expressions, sections, provisions and conditions of effect therein) that are amended or formulated for the purpose of the RMB Share Issue and have been considered and approved at the relevant Board meeting and the EGM, in accordance with the changes in the relevant laws, regulations and policies, the requirements and suggestions from the relevant government authorities and regulatory authorities, and the actual circumstances of the RMB Share Issue;
(8) to deal with share registration, settlement and other related procedures in accordance with the actual circumstances of the RMB Share Issue and applicable laws and regulations;
(9) to engage and appoint relevant intermediaries for the RMB Share Issue, determine their service fees and execute the engagement agreements;
(10) to make corresponding adjustments to the RMB Share Issue and related matters pursuant to any new regulations or policies in relation to RMB-share issuance of red-chip companies promulgated by relevant securities regulatory authorities;
(11) subsequent to the completion of the RMB Share Issue, to handle specific matters in relation to the RMB Share Issue and the listing on the STAR Market, including but not limited to making information disclosure in accordance with the laws and regulations relevant to listing and the rules of the Shanghai Stock Exchange; and
(12) to authorise the Board and its authorised persons to deal with other matters that are considered necessary, proper or appropriate to the RMB Share Issue by the Board and its authorised persons but not specified above, provided that such matters are not in contravention of applicable domestic and overseas laws and regulations.

The resolution on the authorisation to the Board and its authorised persons to exercise full powers to deal with all matters relating to the RMB Share Issue will be valid for 12 months from the date of approval at the EGM.

– 12 –

LETTER FROM THE BOARD

(iii) Resolution on the plan for distribution of profits accumulated before the RMB Share Issue

An ordinary resolution will be proposed at the EGM to approve the plan for distribution of profits of the Company accumulated before the RMB Share Issue.

The profits of the Company accumulated before the RMB Share Issue will be shared by existing and new Shareholders on a pro rata basis and in proportion to shareholding percentages after the RMB Share Issue.

(iv) Resolution on the plan for stabilisation of the price of the RMB Shares within three years following the RMB Share Issue

An ordinary resolution will be proposed at the EGM to approve the plan for stabilisation of the price of the RMB Shares within three years following the RMB Share Issue.

The Company has formulated the plan for stabilisation of the price of the RMB Shares within three years following the RMB Share Issue in accordance with relevant laws, regulations and regulatory documents. Please refer to Appendix I to this circular for details.

(v) Resolution on the profits distribution policy and dividend return plan within three years following the RMB Share Issue

An ordinary resolution will be proposed at the EGM to approve the Company’s profits distribution policy and dividend return plan within three years following the RMB Share Issue.

The Company has formulated the profits distribution policy and dividend return plan within three years following the RMB Share Issue in accordance with the Notice on Further Implementation of Matters Relevant to the Cash Dividend Distribution of Listed Companies (《關於進一步落實上市公司現金分紅有關事項的通知》), the Guidelines No. 3 on the Supervision and Administration of Listed Companies – Cash Dividend Distribution of Listed Companies (《上市公司監管指引第3號 – 上市公司現金分紅》), and other relevant laws, regulations and regulatory documents and the Articles. Such profits distribution policy and dividend return plan will, upon approval by the Shareholders at the EGM, take effect upon the listing of the RMB Shares on the STAR Market. Please refer to Appendix II to this circular for details.

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LETTER FROM THE BOARD

(vi) Resolution on the use of proceeds from the RMB Share Issue

In relation to the use of proceeds from the RMB Share Issue, it is proposed to be approved by the Shareholders for the use of all proceeds from the RMB Share Issue in the following manner after deducting the issuance expenses:

(1) approximately 70% (RMB12.5 billion) for the investment in the “Hua Hong Manufacturing (Wuxi) Project”, which is a project undertaken by a company to be established and controlled by the Company. The project aims at engaging in the design, research, manufacturing, testing, packaging and sale of integrated circuits fabricated on 12-inch (300mm) wafers. The Company expects to establish production facilities and make required purchases of various types of equipment, such as inspection equipment, furnaces and implanters. The chips are expected to be used in technical products such as high-density smart card integrated circuits, microcontrollers, smart power management systems and system-on-chips. Production is expected to commence in early 2025, with the monthly production capacity targeted to be 40,000 wafers by the second quarter of 2026. The Company expects that the project will be able to extend the existing technology and product strategy of the Company and capture opportunities presented by the increasing demands of 12-inch (300mm) wafers;
(2) approximately 11% (RMB2 billion) for the “the 8-Inch Factory Optimisation and Upgrading Project”, which is a project undertaken by Shanghai Huahong Grace Semiconductor Manufacturing Corporation, a wholly-owned subsidiary of the Company. The project aims at upgrading a part of logic technology platform production lines and power device technology platform production lines, with a view to matching the technological requirements of the relevant specialty platforms and enhancing the flexible manufacturing capability of the power device technology platform;
(3) approximately 13% (RMB2.5 billion) for the “Specialty Technological Innovation and Research and Development Project”, for the purpose of enhancing the Company’s proprietary innovation and research and development capabilities; and
(4) approximately 6% (RMB1 billion) for the replenishment of working capital.

Within the scope of the aforementioned projects, the Company may make adjustments to the sequence and specific amounts of the projects in accordance with the progress and capital requirements of the projects as appropriate. Upon approval by Shareholders at the EGM, the Company will negotiate the specific terms of the transactions with its partner(s) (if any) and perform the procedures in accordance with the relevant laws and regulations and the Articles.

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LETTER FROM THE BOARD

If the net proceeds actually raised from the RMB Share Issue (after deducting the issuance expenses) exceed the capital requirements of the relevant projects, the surplus amount will be used in the Company’s principal business after performing necessary procedures in accordance with relevant regulations. If the net proceeds actually raised from the RMB Share Issue (after deducting the issuance expenses) are less than the capital requirements of the relevant projects, the shortfall shall be covered by the Company with its own funds.

In the event that the Over-allotment Option is exercised, the proceeds to be raised from the allotment and issuance of the additional RMB Shares pursuant to the exercise of the Over-allotment Option will be used for replenishing the Company’s working capital and other purposes permitted by applicable laws and regulations and the requirements of relevant securities regulatory authorities.

(vii) Resolution on the remedial measures for the dilution of immediate returns after the RMB Share Issue

An ordinary resolution will be proposed at the EGM to approve the remedial measures for the dilution of immediate returns after the RMB Share Issue.

For the purpose of the RMB Share Issue, the Company has formulated the remedial measures for the dilution of immediate returns after the RMB Share Issue. The remedial measures for the dilution of immediate returns after the RMB Share Issue will, upon approval by the Shareholders at the EGM, take effect upon the listing of the RMB Shares on the STAR Market. Please refer to Appendix III to this circular for details.

(viii) Resolution on the undertakings and the corresponding binding measures in connection with the RMB Share Issue

An ordinary resolution will be proposed at the EGM to approve the Company’s undertakings with respect to the RMB Share Issue and the corresponding binding measures.

To better protect the interests of the holders of the RMB Shares, the Company will provide undertakings required with respect to the RMB Share Issue and propose corresponding binding measures in the event of failure to perform the relevant undertakings in accordance with applicable laws, regulations and regulatory documents. The relevant PRC laws and regulations include the Securities Law of the People’s Republic of China (《中華人民共和國證券法》), the Opinions of the China Securities Regulatory Commission on Further Promoting the IPO System Reform (《中國證監會關於進一步推進新股發行體制改革的意見》), the Standards for the Contents and Formats of Information Disclosure by Companies Offering Securities to the Public No. 41 – Prospectuses of Companies Listed on the Science and

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LETTER FROM THE BOARD

Technology Innovation Board (《公開發行證券的公司資訊披露內容與格式準則第41號 – 科創板公司招股說明書》), the Standards for the Contents and Formats of Information Disclosure by Companies Offering Securities to the Public No. 42 – Application Documents for Initial Public Offerings and Listing on the Science and Technology Innovation Board《公開發行證券的公司資訊披露內容與格式準則第42號 – 首次公開發行股票並在科創板上市申請文件》and the Regulatory Guidelines for Listed Companies No. 4 – Undertakings of Listed Companies and their Related Parties (《上市公司監管指引第4號 – 上市公司及其相關方承諾》), and other requirements of the CSRC. Please refer to Appendix IV to this circular for details in respect of the undertakings and the binding measures. Such undertakings to be provided by the Company comply with the aforementioned laws, regulations and requirements.

Pursuant to the Securities Law of the People’s Republic of China (《中華人民共和國證券法》), where non-performance of the undertakings causes investors to suffer losses, the Company shall bear compensation liability. Pursuant to the Regulatory Guidelines for Listed Companies No. 4 – Undertakings of Listed Companies and Their Related Parties (《上市公司監管指引第4號 – 上市公司及其相關方承諾》), if the party giving the undertakings breaches the undertakings, the CSRC shall take regulatory measures such as ordering to make correction, holding a regulatory talk, issuing a letter of warning and ordering public explanations, and record the relevant situation in the creditworthiness files of the party giving the undertaking. Based on the provisions above and the undertaking in relation to binding measures when failing to fulfill relevant undertakings to be provided by the Company, if the Company breaches such relevant undertakings or binding measures, it may be liable under the aforementioned provisions.

(ix) Resolution on the amendments to the Articles of Association

A special resolution will be proposed at the EGM to approve, subject to and conditional upon the approval of the RMB Share Issue and the Specific Mandate as described in the above paragraph headed “Resolution on the RMB Share Issue and the Specific Mandate”, the proposed amendments to the Articles as set forth in Appendix V to this circular (the “ Proposed Amendments ”) and the adoption of the amended and restated Articles incorporating the Proposed Amendments.

Based on the reasons set out below and taking into account the actual circumstances of the Company, it is proposed that amendments, among others, be made to the Articles:

(1) to cater for the RMB Shares to be issued, provisions relating to the issue, listing, deposit, transfer and other matters relating to the RMB Shares are proposed to be added; and
(2) to satisfy the relevant requirements under the Shanghai Stock Exchange STAR Market Listing Rules and other applicable regulations of the PRC that the overall level of investor protection offered by the Company should not be lower than what is required under the laws and regulations of the PRC, provisions relating to the

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respective authorities and duties of the Board and the general meetings of the Company, Shareholders’ rights to convene general meetings and other matters are proposed to be added or amended.

After the approval of the Proposed Amendments, the adoption of the amended and restated Articles will take effect upon the listing of the RMB Shares on the STAR Market. Prior to that, the Articles currently in force shall apply. The relevant details of the Proposed Amendments are set forth in Appendix V to this circular.

(x) Resolution on the adoption of policy governing the procedures for the holding of general meetings

An ordinary resolution will be proposed at the EGM to approve the adoption of the policy governing the procedures for the holding of general meetings of the Company.

To satisfy the relevant requirements of laws, regulations and regulatory requirements in respect of the RMB Share Issue, a policy governing the procedures for the holding of general meetings of the Company is proposed to be adopted by the Shareholders. Such policy will take effect upon the listing of the RMB Shares on the STAR Market. Please refer to Appendix VI to this circular for details.

(xi) Resolution on the adoption of policy governing the procedures for the holding of Board meetings

An ordinary resolution will be proposed at the EGM to approve the adoption of the policy governing the procedures for the holding of Board meetings.

To satisfy the relevant requirements of laws, regulations and regulatory requirements in respect of the RMB Share Issue, a policy governing the procedures for the holding of Board meetings is proposed to be adopted by the Shareholders. Such rules will take effect upon the listing of the RMB Shares on the STAR Market. Please refer to Appendix VII to this circular for details.

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LETTER FROM THE BOARD

3. OTHER INFORMATION RELATED TO THE RMB SHARE ISSUE

(i) Impact of the RMB Share Issue on the shareholding structure of the Company

For reference and illustration purposes only, assuming that the issue of all 433,730,000 RMB Shares is approved and carried out, the outstanding share options are not exercised, and all RMB Shares are issued to the public and there are no changes in the share capital of the Company after the Latest Practicable Date and prior to the completion of the RMB Share Issue, and to the best knowledge of the Directors after reasonable enquiry, the shareholding structure of the Company both as at the Latest Practicable Date and immediately after the completion of the RMB Share Issue is set out as follows:

RMB Shares to be issued under the proposed RMB Share Issue Hong Kong Shares Held by core connected persons – Shanghai Hua Hong International, Inc.(1) – Shanghai Alliance Investment Limited(2) – Xinxin (Hong Kong) Capital Co., Limited(1) Held by public Total	As at Latest Practicable Date Number of Shares Approximate percentage of the Company’s issued share capital – – 1,301,781,237 100.00% 718,068,172 55.16% 350,401,100 26.92% 188,961,147 14.52% 178,705,925 13.73% 583,713,065 44.84% 1,301,781,237 100.00%	Immediately after the completion of the RMB Share Issue (assuming the issue size is 433,730,000 RMB Shares) Number of Shares Approximate percentage of the Company’s issued share capital 433,730,000 25.00% 1,301,781,237 75.00% 718,068,172 41.37% 350,401,100 20.19% 188,961,147 10.89% 178,705,925 10.30% 583,713,065 33.63% 1,735,511,237 100.00%	Immediately after the completion of the RMB Share Issue (assuming the issue size is 433,730,000 RMB Shares) Number of Shares Approximate percentage of the Company’s issued share capital 433,730,000 25.00% 1,301,781,237 75.00% 718,068,172 41.37% 350,401,100 20.19% 188,961,147 10.89% 178,705,925 10.30% 583,713,065 33.63% 1,735,511,237 100.00%
			100.00%

Notes:

(1) Shanghai Hua Hong International, Inc. and Xinxin (Hong Kong) Capital Co., Limited are direct shareholders of the Company.
(2) Shanghai Alliance Investment Limited is an indirect shareholder of the Company, which holds interests in the Company through two wholly-owned subsidiaries, including Sino-Alliance International, Ltd..

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LETTER FROM THE BOARD

(3) The figures above have been subject to rounding adjustments.

As at the Latest Practicable Date, according to the information publicly available to the Company, the public held no less than approximately 44.84% of the Shares issued by the Company. Assuming that the issue of all the 433,730,000 RMB Shares under the RMB Share Issue is approved, and all RMB Shares are issued to persons who are not connected persons of the Company, the percentage of RMB Shares held by the public with respect to the total number of Shares after the RMB Share Issue is expected to be approximately 25.00%, the percentage of Hong Kong Shares held by the public with respect to the total number of Shares after the RMB Share Issue is expected to be approximately 33.63%, and the percentage of Shares (both RMB Shares and Hong Kong Shares in aggregate) held by the public with respect to the total number of Shares after the RMB Share Issue is expected to be approximately 58.63%.

(ii) Fund raising activities in the past twelve months

The Company has not conducted any fund raising activities involving issue of equity securities in the past twelve months immediately preceding the Latest Practicable Date.

(iii) Application for Listing

Conditional upon the grant of the proposed Specific Mandate by the Shareholders to the Board having been obtained at the EGM, an application for the RMB Share Issue will be made to the CSRC. The Company will make another application to the Shanghai Stock Exchange for the listing of, and permission to deal in, the RMB Shares on the STAR Market after the CSRC approves the public offering of the RMB Shares. Pursuant to the waiver from strict compliance with the relevant provisions of the Hong Kong Listing Rules granted by the Hong Kong Stock Exchange, the RMB Shares will not be listed on the Hong Kong Stock Exchange. For further details of the waiver, please refer to the section headed “Grant of waivers from strict compliance with certain provisions of the Hong Kong Listing Rules – (1) One-off waiver relating to non-listing of the RMB Shares on the Hong Kong Stock Exchange” in this circular below.

(iv) Reasons for and benefits of the RMB Share Issue

The Board considers that the RMB Share Issue will enable the Company to access the PRC capital market by way of equity financing and thus broaden the Company’s fund-raising channels and shareholder base and improve the Company’s capital structure. Also, the Board considers that the RMB Share Issue will be able to further strengthen the financial position of the Group and serve general corporate purposes and working capital needs of the Group, as well as to further enhance the Company’s corporate profile, visibility and market presence in the PRC market. Further, it is expected that the RMB Share Issue will enable the Company to enhance its production capacity and research and development capability which will then allow the Company to capture future growth opportunities and consolidate its position as a leading pure-play foundry in the PRC.

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LETTER FROM THE BOARD

The Board considers that the RMB Share Issue is in line with the interests of the Company and the Shareholders as a whole, and is beneficial to strengthening the sustainable development of the Company.

(v) Grant of waivers from strict compliance with certain provisions of the Hong Kong Listing Rules

For the purpose of the RMB Share Issue, the Company has applied for, and the Hong Kong Stock Exchange has granted, the following waivers from strict compliance with the relevant provisions of the Hong Kong Listing Rules:

(1) One-off waiver relating to non-listing of the RMB Shares on the Hong Kong Stock Exchange

As the RMB Shares will be of the same class as the Hong Kong Shares (i.e. both are ordinary Shares carrying the same rights) but will not be listed on the Hong Kong Stock Exchange, the Company has applied for, and the Hong Kong Stock Exchange has granted, a one-off waiver from strict compliance with Rules 8.20 and 13.26(1) of the Hong Kong Listing Rules so that there is no need to seek listing of the RMB Shares to be issued under the RMB Share Issue on the Hong Kong Stock Exchange under Rules 8.20 and 13.26(1) of the Hong Kong Listing Rules, on the following conditions:

(a) Rule 6.11 of the Hong Kong Listing Rules is modified such that the requirements of obtaining the prior approval of shareholders and holders of any other class of listed securities (where applicable) for voluntary withdrawal of listing on the Hong Kong Stock Exchange shall apply to holders of the Hong Kong Shares only;
(b) Rule 6.12 of the Hong Kong Listing Rules is modified such that the requirement of obtaining the prior approval of shareholders for voluntary withdrawal of listing on the Hong Kong Stock Exchange by (i) at least 75% of the votes attaching to any class of listed securities held by holders voting either in person or by proxy at the meeting before voluntarily withdrawing its listing on the Hong Kong Stock Exchange; and (ii) the number of votes cast against the resolution is not more than 10% of the votes attaching to any class of listed securities held by holders permitted under Rule 6.12(1) of the Hong Kong Listing Rules to vote in person or by proxy at the meeting, shall apply to holders of the Hong Kong Shares only;
(c) Rule 6.15 of the Hong Kong Listing Rules is modified such that the requirement of fulfilling shareholders’ approval requirements under the Takeovers Code for voluntary withdrawal of listing on the Hong Kong Stock Exchange shall apply to holders of Hong Kong Shares only;

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LETTER FROM THE BOARD

(d) Rule 13.36(2)(b) of the Hong Kong Listing Rules is modified such that the Shareholders (including both holders of Hong Kong Shares and holders of RMB Shares) can by ordinary resolution in a general meeting give a general mandate to the Directors under which (i) the aggregate number of Hong Kong Shares allotted or agreed to be allotted must not exceed 20% of the number of the issued Hong Kong Shares as of the date of the resolution granting the general mandate; and (ii) the aggregate number of RMB Shares allotted or agreed to be allotted must not exceed 20% of the number of the issued RMB Shares as of the date of the resolution granting the general mandate; and
(e) Rule 13.36(2)(b) of the Hong Kong Listing Rules is further modified such that the Shareholders (including both holders of Hong Kong Shares and holders of RMB Shares) can by ordinary resolution in general meeting give a repurchase mandate to the Directors under which (i) only the Hong Kong Shares may be repurchased; and (ii) the maximum number of Hong Kong Shares repurchased by the Company since the granting of the general mandate will be 10% of the number of the issued Hong Kong Shares as of the date of the resolution granting the repurchase mandate.

Given this is a one-off waiver for the RMB Share Issue only, the Company would need to apply for waiver from Rules 8.20 and 13.26 of the Hong Kong Listing Rules for any further issue of new RMB Shares.

(2) Waiver relating to corporate communications

Under the relevant PRC rules and regulations, (i) the publication of corporate communications, including circulars, on the websites of the Shanghai Stock Exchange and the Company and through other prescribed communication channels such as specified PRC newspapers would constitute effective delivery to the holders of the RMB Shares; and (ii) the Company is not required to (a) seek an express and positive written confirmation from each holder of the RMB Shares that corporate communications may be made available using electronic means; and (b) physically send a circular to the holders of the RMB Shares.

Accordingly, the Company has applied for, and the Hong Kong Stock Exchange has granted, a waiver from strict compliance with Rule 2.07A of the Hong Kong Listing Rules so that the requirements relating to corporate communications thereunder will apply only to the holders of the Hong Kong Shares.

(3) Waiver relating to requirements for certification of transfers

Pursuant to the relevant regulatory requirements, the RMB Shares shall be listed and traded on the Shanghai Stock Exchange, and be registered and deposited with and settled through the CSDC. Pursuant to the trading rules of the Shanghai Stock Exchange, trading in securities is conducted via a paperless, book entry based trading system, and there is

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no requirement under the Shanghai Stock Exchange STAR Market Listing Rules to issue physical share certificates in respect of the RMB Shares as proof of title. The CSDC adopts an electronic securities registration system, conducts registration onto the register of securities holders pursuant to the record of the securities accounts. The record issued by the CSDC is the legal proof of security holders’ holding in shares.

Furthermore, the transfers of RMB Shares on the STAR Market (“ On-Exchange Transfers ”) can be conducted by (i) centralised trading transfers (meaning transfers pursuant to transactions conducted between two parties holding Shanghai Stock Exchange stock accounts through the paperless trading platform of the Shanghai Stock Exchange, which does not involve any certificate, temporary documents or split renounceable documents); and (ii) non-centralised trading transfers (including but not limited to share transfers due to written agreements, inheritance, gift and property division, for which the relevant applicant must submit materials required by the CSDC to complete the transfer, and the CSDC will handle the transfer registration with respect to such non-centralised trading transfers of the RMB Shares.

Accordingly, the Company has applied for, and the Hong Kong Stock Exchange has granted, a waiver from strict compliance with Rule 13.58 of the Hong Kong Listing Rules so that the requirements relating to certification of transfers to be completed within certain timeframes thereunder will apply only to the Hong Kong Shares and any transfer of RMB Shares other than On-Exchange Transfers.

(4) Waiver relating to requirements for securities registration services

As the CSDC will provide securities registration services to holders of the RMB Shares, and there is no need for certificate registration service given that the RMB Shares can be traded electronically on the Shanghai Stock Exchange and will not require a share certificate to evidence title, the Company has applied for, and the Hong Kong Stock Exchange has granted, a waiver from strict compliance with Rules 13.59 and 13.60 of the Hong Kong Listing Rules so that the requirements relating to securities registration services thereunder will apply only to the Hong Kong Shares. To the best knowledge of the Company, the grant of the waiver would not impose undue risk to the Shareholders given the proposed RMB Share Issue is subject to Shareholders’ approval at the EGM.

4. THE EGM AND PROXY ARRANGEMENT

Approval of the Shareholders will be sought at the EGM for, among others, the proposed RMB Share Issue, the Specific Mandate and related matters (including proposed amendments to the Articles). A notice convening the EGM is set out on pages EGM-1 to EGM-3 of this circular.

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LETTER FROM THE BOARD

In light of the ongoing COVID-19 pandemic, the Company will conduct a hybrid extraordinary general meeting with the combination of a physical meeting and a virtual meeting online. Shareholders will have the option of joining the EGM either (a) through the physical meeting at Kowloon Shangri-La Hong Kong, 64 Mody Road, Kowloon, Hong Kong; or (b) through the Internet by using their computer, tablet device or smartphone. The venue of the physical meeting will be subject to the social distancing and disease control measures in place in Shanghai and Hong Kong at the time. An announcement will be made by the Company in the event of a change of venue.

Registered Shareholders will be able to attend the EGM, vote and submit questions online. Each registered Shareholder’s personalized login and access code and/or the user guide for online voting will be sent to him or her under separate letter. Non-registered Shareholders whose Shares are held in the Central Clearing and Settlement System through banks, brokers, custodians or Hong Kong Securities Clearing Company Limited may also be able to attend the EGM, vote and submit questions online. In this regard, they should consult directly with their banks, brokers or custodians (as the case may be) for the necessary arrangements.

For the purpose of ascertaining the Shareholders’ entitlement to attend and vote at the EGM, the register of members of the Company will be closed from 22 June 2022 (Wednesday) to 27 June 2022 (Monday) (both days inclusive), during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of Shares should ensure all share transfer forms accompanied by the relevant Share certificate(s) must be lodged with the Company’s Hong Kong share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on 21 June 2022 (Tuesday).

Pursuant to the Hong Kong Listing Rules and the Company’s Articles, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll vote results will be published by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Hong Kong Listing Rules.

A form of proxy for use at the EGM is published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.huahonggrace.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited at the Company’s Hong Kong share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong or via the designated URL (https://spot-emeeting.tricor.hk) using the username and password provided on the notification letter sent by the Company on 7 June 2022, as soon as possible but in any event not less than 48 hours before the time fixed for holding the EGM or any adjournment thereof. In calculating the aforesaid 48 hours period, no account will be taken of any part of a day that is a public holiday. Accordingly, the form of proxy must be delivered not later than 2:00 p.m. on 24 June 2022. Completion and delivery of the form of proxy will not preclude Shareholders from attending and voting at the EGM if they so wish.

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LETTER FROM THE BOARD

Registered Shareholders are requested to provide a valid email address of his or her proxy (except for appointment of “The Chairman of the Meeting”) for the proxy to receive the login and access code to participate online to the e-Meeting System.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, none of the Shareholders has any material interest in the RMB Share Issue and no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the RMB Share Issue.

5. RECOMMENDATIONS OF THE BOARD

The Directors are of the opinion that the resolutions mentioned above are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders should vote in favour of such resolutions to be proposed at the EGM.

6. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully, For and on behalf of the Board Hua Hong Semiconductor Limited Mr. Suxin Zhang Chairman and Executive Director

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POLICY FOR STABILISATION OF THE PRICE OF THE RMB SHARES FOR THE THREE YEARS AFTER THE RMB SHARE ISSUE

APPENDIX I

HUA HONG SEMICONDUCTOR LIMITED

POLICY FOR STABILISATION OF THE PRICE OF RMB ORDINARY SHARES (A SHARES) OF THE COMPANY WITHIN THREE YEARS FOLLOWING THE INITIAL PUBLIC OFFERING AND LISTING OF THE A SHARES ON THE STAR MARKET OF THE SHANGHAI STOCK EXCHANGE

Whereas Hua Hong Semiconductor Limited (the “ Company ”) intends to apply for an initial public offering of RMB ordinary shares (the “ Shares ”) and listing on the STAR Market of the Shanghai Stock Exchange (the “ Issue of A Shares ”), the Company has formulated this plan and made the following arrangements for stabilising the A-share price within three years after the Issue of A Shares, so as to protect the interests of investors:

I. Triggering Conditions for Launching the Stock Price Stabilisation Plan

Within three years from the date when the Company’s Shares are listed on the Sci-Tech Innovation Board of the Shanghai Stock Exchange, if the closing price of the Shares is lower than the Company’s latest audited net assets per share (in case of any changes in the Company’s net assets or the total number of shares due to profit distribution, conversion of capital reserve into share capital, additional issuance, allotment of shares, etc., the net assets per share shall be adjusted accordingly) for 20 consecutive trading days not due to force majeure factors, the Company will initiate by itself or urge other entities involved in this plan to initiate the stock price stabilisation measures according to this plan.

II. Subjects of Responsibility

The subjects of responsibility for taking measures to stabilise the Company’s stock price include the Company, the controlling shareholder, the actual controller, the Company’s remunerated directors (excluding the independent non-executive directors, the same below) and senior executives.

The directors and senior executives who should take measures to stabilise the stock price include not only the directors and senior executives who take office at the time when the Company is listed, but also the newly-appointed directors and senior executives within three years after the Company is listed.

III. Major Stock Price Stabilisation Measures of the Company

The Company’s measures to stabilise the stock price include: The Company repurchases its shares from general public shareholders; the controlling shareholder or the actual controller increases its holdings of the Company’s shares; the Company’s remunerated directors (excluding independent non-executive directors) and senior executives increase their holdings of the Company’s shares. The above measures may be adopted separately or collectively. When choosing the above-mentioned measures, the following consequences shall be considered: (1) It cannot cause the Company’s failure to meet the statutory listing conditions on the Main Board of The Stock Exchange of Hong Kong Limited and the Sci-Tech Innovation Board of the Shanghai Stock Exchange; and (2) It cannot compel the controlling shareholder or actual controller to perform the obligation of tender offer.

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POLICY FOR STABILISATION OF THE PRICE OF THE RMB SHARES FOR THE THREE YEARS AFTER THE RMB SHARE ISSUE

APPENDIX I

When the triggering conditions of the plan are fulfilled, the Company shall take all or part of the following Measures to stabilise the Company’s stock price in accordance with the provisions of laws, regulations, normative documents, the “Articles of Association of HUA HONG SEMICONDUCTOR LIMITED” (the “ Articles of Association ”) and relevant systems of the Company:

(I) Under the premise of not affecting the Company’s normal production and operation, the Company repurchases shares from the public shareholders upon deliberation and approval of the internal organization authorized by the Company in accordance with applicable laws, regulations and normative documents;
(II) When either of the following circumstances occurs: 1. The Company is unable to implement the share repurchase plan or the share repurchase proposal is not approved by the general meeting of shareholders, or 2. The closing price of the Company’s shares is still lower than the latest audited net assets per share after the implementation of the above-mentioned measures (I), the controlling shareholder or the actual controller shall increase its holdings of the Company’s shares;
(III) When the closing price of the Company’s shares is still lower than the latest audited net assets per share after completing the implementation of the plan for increasing the controlling shareholder or actual controller’s holdings of the Company’s shares, and the increase of the Company’s shares held by directors and senior executives will neither cause the Company’s failure to meet the statutory listing conditions nor trigger the tender offer obligations of the directors and senior executives, the Company’s directors and senior executives shall increase their holdings of the Company’s shares;
(IV) Other stock price stabilisation measures stipulated by other laws, regulations and normative documents and recognized by the China Securities Regulatory Commission or the Shanghai Stock Exchange.

IV. Procedures for Implementing the Plan for Share Repurchase by the Company

The repurchase of shares by the Company shall comply with the laws and regulations of Hong Kong, the regulatory rules of the Hong Kong Securities Regulatory Authority and the stock exchange, and the “Articles of Association” of the Company. The Board of Directors of the Company (the “ Board ”) will formulate a specific plan for stabilising the Company’s stock price within a reasonable time from the date when the Company’s stock price triggers the conditions for launching the stock price stabilisation measures in this plan, and submit it to the Board and/or the general meeting of shareholders for approval. The specific repurchase plan shall be announced after the Board and/or the general meeting of shareholders makes a resolution on share repurchase.

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POLICY FOR STABILISATION OF THE PRICE OF THE RMB SHARES FOR THE THREE YEARS AFTER THE RMB SHARE ISSUE

APPENDIX I

After the general meeting of shareholders and/or the Board considers and approves the share repurchase plan, the Company will notify the creditors (if necessary) according to law, submit relevant materials to the securities regulatory authority, the stock exchange and other competent departments, and go through the approval or filing procedures (if necessary).

The repurchase price of RMB shares by the Company shall not exceed the latest audited net assets per share (in case of any changes in the Company’s net assets or the total number of shares due to profit distribution, conversion of capital reserve into share capital, additional issuance, allotment of shares, etc., the net assets per share shall be adjusted accordingly). The way to repurchase shares includes centralized bidding, tender offer or other methods recognized by the securities regulatory authorities. If the Company’s stock price does not meet the triggering conditions of the plan before the implementation of the share repurchase plan, the Company shall have no need to continue implementing the plan.

When the Company conducts share repurchase to stabilise the stock price, the following principles shall also be complied with: the amount of funds used for a single repurchase of shares shall be no higher than 20% of the audited net profit attributable to shareholders of the parent company in the previous fiscal year, and the total repurchase funds used to stabilise the stock price in a single fiscal year shall not exceed 40% of the audited net profit attributable to the parent company in the previous fiscal year; if the above standards are exceeded, the relevant stock price stabilisation measures will no longer be implemented in the current year.

If the Company’s stock price repeatedly triggers the initiation of stock price stabilisation measures specified in this plan in a certain fiscal year (excluding the circumstance that the closing price of the shares is still lower than the latest audited net assets per share during the period when the Company implements the stock price stabilisation measures and for 20 consecutive trading days after completing implementation of the current stock price stabilisation measures and after the announcement date), the Company will implement the stock price stabilisation measures respectively in accordance with this plan, unless in the event that the Company can suspend the implementation of the stock price stabilisation measures in the current year as stipulated in the share repurchase plan. When the Company suspends the implementation of stock price stabilisation measures in a certain fiscal year, if the circumstance that triggers the stock price stabilisation measures stipulated in this plan continues to occur in the next year, the Company will continue to implement this plan.

V. Procedures for Implementing the Plan for Increasing the Company’s Shares Held by the Controlling Shareholder or Actual Controller

(I) Initiation Procedures

Under the circumstance that the conditions for triggering the initiation of stock price stabilisation measures are satisfied, provided that the Company is unable to implement the share repurchase plan or the share repurchase proposal is not approved by the general meeting of shareholders of the Company, and that the

– I-3 –

POLICY FOR STABILISATION OF THE PRICE OF THE RMB SHARES FOR THE THREE YEARS AFTER THE RMB SHARE ISSUE

APPENDIX I

increase of the Company’s shares held by the controlling shareholder or actual controller will neither cause the Company’s failure to meet the statutory listing conditions nor trigger the tender offer obligations of the controlling shareholder or actual controller, the controlling shareholder or actual controller of the Company shall, on the date when the conditions for triggering the initiation of share price stabilisation measures are satisfied or when the general meeting of shareholders of the Company makes a resolution not to implement the share repurchase plan and within a reasonable period of time after performing relevant state-owned assets supervision obligations (if necessary) and the internal review procedures for the controlling shareholder or actual controller, submit a plan for increasing the Company’s shares to the Company, which will be announced by the Company.

If the closing price of the Company’s shares is still lower than the latest audited net assets per share despite the implementation of the share repurchase plan, the controlling shareholder or actual controller of the Company shall, on the date of completion or termination of the Company’s share repurchase plan and within a reasonable period of time after performing relevant state-owned assets supervision obligations (if necessary) and the internal review procedures of the controlling shareholder or actual controller, submit a plan for increasing the Company’s shares to the Company, which will be announced by the Company.
(II) Plan for Increasing the Company’s Shares Held by the Controlling Shareholder or Actual Controller

After performing the corresponding announcement obligations, the controlling shareholder or actual controller will increase its holdings of the Company’s shares in accordance with the price range and time limit specified in the plan when the statutory conditions are satisfied.

The amount of increased shares held by the controlling shareholder shall not exceed the dividends received by the controlling shareholder from the Company in the previous year, the amount of increased shares held by the actual controller shall not exceed the dividends he/she/it received from the controlling shareholder in the previous year, the price of the increased shares shall not exceed the latest audited net assets per share, and the number of increased shares in a single increase and/or for 12 consecutive months shall not exceed 2% of the Company’s total shares. The Company shall not provide financial support for the controlling shareholder or actual controller to increase its holdings of the Company’s shares.

– I-4 –

POLICY FOR STABILISATION OF THE PRICE OF THE RMB SHARES FOR THE THREE YEARS AFTER THE RMB SHARE ISSUE

APPENDIX I

VI. Procedures for Increasing Shares Held by the Company’s Remunerated Directors (Excluding the Independent Non-executive Directors) and Senior Executives

When the closing price of the Company’s shares is still lower than the latest audited net assets per share after completing the implementation of the plan for increasing the controlling shareholder or actual controller’s holdings of the Company’s shares, and the increase of the Company’s shares held by directors and senior executives will neither cause the Company’s failure to meet the statutory listing conditions nor trigger the tender offer obligations of the directors and senior executives, the Company’s remunerated directors (excluding independent non-executive directors) and senior executives shall increase their holdings of the Company’s shares within a reasonable period of time according to the Company’s requirements.

If the remunerated directors (excluding independent non-executive directors) and senior executives of the Company buy the Company’s shares from the secondary market through bidding, the purchase price shall not be higher than the Company’s latest audited net assets per share (in case of any changes in the Company’s net assets or the total number of shares due to profit distribution, conversion of capital reserve into share capital, additional issuance, allotment of shares, etc., the net assets per share shall be adjusted accordingly). However, if the Company’s stock price does not meet the triggering conditions of the plan prior to the increase of shareholdings, the Company’s remunerated directors (excluding independent non-executive directors) and senior executives may no longer implement the stock price stabilisation measures.

If the Company’s stock price repeatedly triggers the initiation of stock price stabilisation measures specified in this plan in a certain fiscal year (excluding the circumstance that the closing price of the shares is still lower than the latest audited net assets per share during the period when the Company’s remunerated directors (excluding independent non-executive directors) and senior executives implement the stock price stabilisation measures and for 20 consecutive trading days after completing implementation of the current stock price stabilisation measures and after the announcement date), the Company may separately require the Company’s remunerated directors (excluding independent non-executive directors) and senior executives to implement stock price stabilisation measures in accordance with this plan. However, the funds used by each person to stabilise the stock price in a single year shall, in no circumstance, exceed 10% of the after-tax cash remuneration received from the Company in the previous year. If the aforesaid standard is exceeded, the person may no longer implement the stock price stabilisation measures in the current year. However, in the event that the stock price stabilisation measures stipulated in this plan are triggered in the next year, the stock price stabilisation plan will continuously be implemented in accordance with the above principles.

– I-5 –

PROFITS DISTRIBUTION POLICY AND DIVIDEND RETURN PLAN WITHIN THREE YEARS FOLLOWING THE RMB SHARE ISSUE

APPENDIX II

HUA HONG SEMICONDUCTOR LIMITED

THE COMPANY’S PROFITS DISTRIBUTION POLICY AND SHAREHOLDERS’ DIVIDEND RETURN PLAN WITHIN THREE YEARS FOLLOWING THE INITIAL PUBLIC OFFERING AND LISTING OF RMB ORDINARY SHARES (A SHARES) ON THE STAR MARKET OF THE SHANGHAI STOCK EXCHANGE

Hua Hong Semiconductor Limited (hereinafter referred to as the “ Company ”) plans to apply for the initial public offering and listing of Renminbi ordinary shares (hereinafter referred to as the “ RMB Shares ”) on the STAR Market of the Shanghai Stock Exchange in the PRC (hereinafter referred to as the “ RMB Share Issue ”).

In order to fully safeguard the legitimate rights of the Company’s shareholders such as asset returns, attach importance to the reasonable returns on investment of shareholders, enhance the transparency and operability of profit distribution decisions, establish a sustainable, stable and scientific return plan and mechanism for investors, and ensure the continuity and stability of the dividend distribution policy, the Company has prepared the “Profits Distribution Policy and Shareholders’ Dividend Return Plan within Three Years Following the Initial Public Offering and Listing of RMB Shares on the STAR Market of the Shanghai Stock Exchange” by comprehensively considering the Company’s strategic development planning, the Company’s actual situation and development goals, social capital cost, external financing environment and other factors in accordance with the “Notice of the China Securities Regulatory Commission on Further Implementing Issues Concerning Cash Dividends of Listed Companies”, the “Guidelines for the Supervision of Listed Companies No. 3 – Cash Dividends of Listed Companies” and other relevant laws and regulations and the Articles of Association of the Company, with details as follows:

I. Principle of the Shareholder Dividend Return Planning

The Company adopts a continuous and stable profit distribution policy, so its profit distribution shall focus on the reasonable investment return of investors and take into account the Company’s sustainable development. The decision-making and demonstration process of the Board and the general meeting of shareholders of the Company on the profit distribution policy shall fully consider the opinions of independent non-executive directors and public investors.

II. Specific Scheme for the Shareholder Dividend Return Planning

(1) Profit Distribution Form of the Company

The Company may distribute profits in cash, stock, a combination of cash and stock, or other forms permitted by laws, regulations and normative documents. If the conditions for cash dividends are satisfied, the profit distribution method of cash dividends shall be prioritized.

– II-1 –

PROFITS DISTRIBUTION POLICY AND DIVIDEND RETURN PLAN WITHIN THREE YEARS FOLLOWING THE RMB SHARE ISSUE

APPENDIX II

(2) Conditions for Cash Dividends of the Company

When the conditions for cash dividends are satisfied, the Company shall distribute profits by way of cash dividends. The conditions for cash dividends include:

The accumulated undistributed profit of the Company is positive, the Company is profitable in the current year and the distributable profit realized in the current year is positive, and the Company’s cash flow can still meet the needs of its continuous operation and long-term development after cash dividends;
The auditing body issues a standard unqualified audit report on the Company’s annual financial report;
The Company has no significant external investment plans or major cash outlays in the next 12 months (except for the investment projects to which proceeds from this issue will be applied);
Meet other cash dividend conditions stipulated by laws, regulations and normative documents.

(3) Proportion and Time Interval of Cash Dividends of the Company

On the premise of satisfying the conditions for cash dividends, the Company will, in principle, distribute cash dividends once a year. The profit distributed by the Company in cash every year shall be no less than 10% of the distributable profit realized in the current year, and the cumulative profit distributed by the Company in cash in the last three years shall be no less than 30% of the average annual distributable profit realized in the last three years.

The Board of the Company shall comprehensively consider factors such as the characteristics of the industry, development stage, its own business model, profitability and whether there are major capital expenditure arrangements. On the premise of satisfying the conditions for cash dividends, the Board shall distinguish the following circumstances and propose differentiated cash dividend policies in accordance with the procedures specified in the Articles of Association of the Company:

When the Company is subject to the mature development stage and has no major capital expenditure arrangement, the minimum proportion of cash dividends in this profit distribution shall reach 80%;
When the Company is subject to the mature development stage and has major capital expenditure arrangement, the minimum proportion of cash dividends in this profit distribution shall reach 40%;

– II-2 –

PROFITS DISTRIBUTION POLICY AND DIVIDEND RETURN PLAN WITHIN THREE YEARS FOLLOWING THE RMB SHARE ISSUE

APPENDIX II

When the Company is subject to the growth stage and has major capital expenditure arrangement, the minimum proportion of cash dividends in this profit distribution shall reach 20%;

When the development stage of the Company is difficult to distinguish but there are major capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph.

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

(4) Conditions for Distributing Stock Dividends

If the Company’s operation is in good condition, and the Board believes that the Company’s stock price does not match the scale of its share capital, the net assets per share are too high, and the distribution of stock dividends is beneficial to the overall interests of all shareholders of the Company, it may propose the implementation of a stock dividend distribution plan. When stock dividends are used for dividend distribution, real and reasonable factors such as the Company’s growth potential and the dilution of net assets per share shall be considered.

(5) Decision-making Procedures and Mechanism for Profit Distribution

When formulating the profit distribution plan, the Board of the Company shall carefully study and demonstrate the timing, conditions and minimum proportion of cash dividends, adjustment conditions and requirements for its decision-making procedures, etc., while the independent non-executive directors shall express clear opinions. Before the general meeting of shareholders deliberates on the profit distribution plan, the Company shall actively communicate and exchange opinions with shareholders (especially minority shareholders) through various channels, and fully listen to the opinions of minority shareholders.

(6) Decision-making Mechanism and Procedures for Adjustment of the Company’s Profit Distribution Policy

If the Company deems it necessary to adjust or change the profit distribution policy, it shall submit the revised profit distribution policy to the general meeting of shareholders for deliberation.

If the Company is unable to determine the profit distribution plan of the current year in accordance with the established cash dividend policy or the minimum cash dividend proportion under special circumstances, it shall comply with the relevant requirements of the China Securities Regulatory Commission and Shanghai Stock Exchange.

– II-3 –

PROFITS DISTRIBUTION POLICY AND DIVIDEND RETURN PLAN WITHIN THREE YEARS FOLLOWING THE RMB SHARE ISSUE

APPENDIX II

III. Effectiveness Mechanism of the Shareholder Dividend Return Planning

After being deliberated and approved by the extraordinary general meeting of the Company, the shareholder dividend return planning will become effective and be implemented from the date of the Company’s initial public offering of RMB ordinary shares and listing on the STAR Market of the Shanghai Stock Exchange.

– II-4 –

REMEDIAL MEASURES FOR THE DILUTION OF IMMEDIATE RETURNS AFTER THE RMB SHARE ISSUE

APPENDIX III

HUA HONG SEMICONDUCTOR LIMITED

REMEDIAL MEASURES FOR THE DILUTION OF IMMEDIATE RETURNS BY THE INITIAL PUBLIC OFFERING AND LISTING OF RMB SHARES ON THE STAR MARKET OF THE SHANGHAI STOCK EXCHANGE

Considering that the initial public offering and listing of RMB ordinary shares (hereinafter referred to as the “ RMB Shares ”) of Hua Hong Semiconductor Limited (hereinafter referred to as the “ Company ”) on the STAR Market of the Shanghai Stock Exchange (hereinafter referred to as the “ RMB Share Issue ”) may lead to reduced immediate return of the investors, the Company has devised the following measures to compensate for the diluted immediate return in accordance with the relevant requirements of the laws, regulations and regulatory documents, including the Opinions of the General Office of the State Council on Further Strengthening the Work of Protection of the Legitimate Rights and Interests of Minority Investors in the Capital Markets (G.B.F.[2013] No. 110) (《國務院辦公廳關於進一步加強資本市場中小投資者合法權益保護工作的意見》(國辦發[2013]110號)), the Opinions of the State Council on Further Promoting the Sound Development of Capital Markets (《國務院關於進一步促進資本市場健康發展的若干意見》) and the Guiding Opinions on Matters Concerning the Dilution of Immediate Return in Initial Public Offering, Refinancing and Material Asset Restructuring (Announcement No. 31 [2015] of the CSRC) (中國證券督管理委員會《關於首發及再融資、重大資產重組攤薄即期回報有關事項的指導意見》(證監會公告 [2015]31號)):

In order to reduce the risk of dilution of the Company’s immediate returns after the initial public offering and enhance the Company’s ability to achieve sustainable returns, the Company plans to take the following measures to compensate for the diluted immediate returns:

Based on the characteristics and patterns of the development of the industry, the Company will increase its investment in its principal business, strive to enhance market space and increase sales revenue, continue to set store by investments in research and development, enhance capabilities of sustainable profitability and alleviate the risk of dilution of immediate returns.
Strengthen operation management, optimize decision-making procedures, and improve operation efficiency and profitability. Meanwhile, the Company will strengthen the construction of corporate governance structure, ensure that independent non-executive directors earnestly perform their duties and safeguard the interests of the Company and public shareholders.
Promote the construction of investment projects to which proceeds are to be applied and improve the market prospect and economic benefits of the Company’s products, as well as improve the efficiency of use of proceeds and strictly implement the management policy of proceeds to ensure the smooth implementation of the projects. The implementation of investment projects to which proceeds are to be applied is conducive to better satisfying the needs of customers for the Company’s products, enhancing capabilities of sustainable profitability, and in line with the long-term interests of the Company’s shareholders.

– III-1 –

REMEDIAL MEASURES FOR THE DILUTION OF IMMEDIATE RETURNS AFTER THE RMB SHARE ISSUE

APPENDIX III

Improve the profit distribution policy, actively promote the profit distribution and cash dividends to investors considering the Company’s operation and development plan, and strive to improve the return to shareholders.

The Company will actively fulfill the measures to compensate for the diluted immediate returns. In case of violation of the relevant commitments, the Company will assume corresponding responsibilities in accordance with the “Letter of Undertaking on the Measures to Compensate for Diluted Immediate Returns after the Company’s Initial Public Offering of RMB Ordinary Shares”.

– III-2 –

UNDERTAKINGS AND THE CORRESPONDING BINDING MEASURES IN CONNECTION WITH THE RMB SHARE ISSUE

APPENDIX IV

LETTER OF COMMITMENT ON STABILISING THE PRICE OF THE COMPANY’S RMB ORDINARY SHARES (A SHARES)

Whereas HUA HONG SEMICONDUCTOR LIMITED (the “ Company ”) intends to apply for an initial public offering of RMB ordinary shares and listing on the Science and Technology Innovation Board of the Shanghai Stock Exchange, to protect the interests of investors, the Company has made the following commitments in accordance with relevant provisions of the Opinions on Further Promoting the IPO System Reform issued by the China Securities Regulatory Commission:

Subject to the relevant laws and regulations, the Company will strictly abide by and implement the Policy for Stabilisation of the Price of the RMB Ordinary Shares (A Shares) of the Hua Hong Semiconductor Limited for the Three Years after the Initial Public Offering and Listing of the A Shares on the STAR Market of the Shanghai Stock Exchange (the “ Stock Price Stabilisation Policy ”) considered and approved by the general meeting, and will perform its obligations of stabilising the Company’s A-share price in accordance with relevant provisions of the Stock Price Stabilisation Policy.
While taking the aforementioned stock price stabilisation measures, the Company will perform its corresponding information disclosure obligations in accordance with the listing rules of the stock exchanges where its shares are listed and other applicable laws and regulations, and shall abide by, among others, the applicable laws and regulations as well as relevant provisions of the Company’s Articles of Association.
The Company will strictly implement its commitments. If it fails to implement the aforementioned commitments, the Company will assume corresponding responsibilities in accordance with the relevant laws and regulations as well as the requirements of the regulatory authorities.

– IV-1 –

UNDERTAKINGS AND THE CORRESPONDING BINDING MEASURES IN CONNECTION WITH THE RMB SHARE ISSUE

APPENDIX IV

LETTER OF COMMITMENT ON SHARE REPURCHASE

The Company commits to repurchasing all the new shares issued under the RMB Share Issue in accordance with the laws and regulations, if the securities regulatory authorities or other competent authorities determine that the prospectus of the RMB Share Issue contains any misrepresentations, misleading statements or material omissions, such circumstances have had a major and substantive impact on determining whether or not the Company meets the conditions for issuance as prescribed by the laws, and the Company has fraudulently obtained registration of the issuance and has the shares listed.
When the triggering conditions for stabilising the share price as set out in the Company’s Policy for Stabilisation of the Price of the RMB Ordinary Shares (A Shares) of the Hua Hong Semiconductor Limited for the Three Years after the Initial Public Offering and Listing of the A Shares on the STAR Market of the Shanghai Stock Exchange are fulfilled, the Company will perform its obligations of repurchasing its shares in accordance with the aforementioned policy.

– IV-2 –

UNDERTAKINGS AND THE CORRESPONDING BINDING MEASURES IN CONNECTION WITH THE RMB SHARE ISSUE

APPENDIX IV

LETTER OF COMMITMENT ON REPURCHASE OF SHARES LISTED BY FRAUDULENT MEANS

The Company guarantees that the RMB Share Issue is not fraudulent;
If the Company obtains registration of the issuance and listing by fraud, and has issued and listed shares when it does not meet the conditions for issuance and listing, the Company will start the share repurchase procedure within five working days after the securities regulatory authorities identify such facts of illegalities or decide to impose penalties, and will repurchase all the new shares issued under the RMB Share Issue in accordance with the laws and regulations.

– IV-3 –

UNDERTAKINGS AND THE CORRESPONDING BINDING MEASURES IN CONNECTION WITH THE RMB SHARE ISSUE

APPENDIX IV

LETTER OF COMMITMENT ON REMEDIAL MEASURES FOR THE DILUTION OF IMMEDIATE RETURNS AFTER THE COMPANY’S INITIAL PUBLIC OFFERING OF RMB ORDINARY SHARES

Whereas HUA HONG SEMICONDUCTOR LIMITED (the “ Company ”) intends to apply for an initial public offering of RMB ordinary shares and listing on the Science and Technology Innovation Board of the Shanghai Stock Exchange (the “ RMB Share Issue ”) and the RMB Share Issue may lead to a decline in investors’ immediate returns, the Company has made the following commitments in accordance with relevant provisions of the “Opinions of the General Office of the State Council on Further Strengthening the Work of Protecting the Legitimate Rights and Interests of Minority Investors in the Capital Market” (Guo Ban Fa [2013] No. 110), “Guiding Opinions on Matters Related to Diluted Immediate Returns after IPO, Refinancing and Major Asset Restructuring” (CSRC Announcement [2015] No. 31) issued by the China Securities Regulatory Commission and other laws, regulations and regulatory documents:

Based on the development characteristics and patterns of the industry, the Company will increase investment in the main business, strive to expand market space and increase sales revenue, continue to put emphasis on R&D investment, and enhance its sustainable profitability to mitigate the risk of dilution of immediate returns;
The Company will strengthen operation management, optimize the decision-making process, and enhance operation efficiency and profitability. In the meantime, the Company will strengthen the construction of its governance structure to ensure that independent non-executive directors will earnestly perform their duties and safeguard the interests of the Company as a whole and of the public shareholders;
The Company will press ahead with the construction of investment projects to which proceeds are to be applied and improve the market outlook and economic benefits of the Company’s products. In the meantime, the Company will improve the capital utilization efficiency and strictly implement the management policy of proceeds to ensure the successful implementation of the projects. The implementation of investment projects to which proceeds are to be applied will help better satisfy customer demand for the Company’s products and enhance the Company’s sustainable profitability, which is in line with the long-term interests of the Company’s shareholders;
The Company will improve profit distribution policy, actively push forward with the distribution of profits and payment of cash dividends to investors in light of the Company’s operation conditions and development plans, striving to improve shareholder returns.

In case of any violation of the aforementioned commitments, the Company will assume corresponding responsibilities in accordance with the separately issued “Letter of Commitment on Binding Measures When Failing to Fulfill Commitments”. In the meantime, it will make supplementary or alternative commitments to the investors to safeguard investors’ interests as much as possible, and will implement such commitments once they are deliberated and approved by the general meeting of the Company.

– IV-4 –

UNDERTAKINGS AND THE CORRESPONDING BINDING MEASURES IN CONNECTION WITH THE RMB SHARE ISSUE

APPENDIX IV

LETTER OF COMMITMENT ON PROFIT DISTRIBUTION POLICY

After the RMB Share Issue, the Company will implement its profit distribution policy in strict accordance with the Notice on Further Implementation of Matters Relevant to the Cash Dividend Distribution of Listed Companies issued by the China Securities Regulatory Commission, the Articles of Association of Hua Hong Semiconductor Limited, the Profits Distribution Policy and Dividend Return Plan of Hua Hong Semiconductor Limited within Three Years Following the Initial Public Offering and Listing of RMB Ordinary Shares (A Shares) on the STAR Market of the Shanghai Stock Exchange and other provisions.

In case of any violation of the aforementioned commitments, the Company will assume corresponding responsibilities in accordance with the “Letter of Commitment on Binding Measures When Failing to Fulfill Commitments” separately issued by the Company.

– IV-5 –

UNDERTAKINGS AND THE CORRESPONDING BINDING MEASURES IN CONNECTION WITH THE RMB SHARE ISSUE

APPENDIX IV

LETTER OF COMMITMENT ON LEGAL LIABILITY FOR COMPENSATIONS

The Company’s prospectus of the RMB Share Issue contains no misrepresentations, misleading statements or material omissions, and the Company assumes the corresponding legal responsibilities for the authenticity, accuracy and completeness of the contents of the listing documents.
If the Company’s prospectus of the RMB Share Issue contains misrepresentations, misleading statements or material omissions, which have had a major and substantive impact on determining whether or not the Company meets the conditions for issuance as prescribed by the laws, and if the Company obtains registration of the issuance and has the shares listed fraudulently, the Company will repurchase all the new shares issued under the RMB Share Issue in accordance with the laws and regulations after the securities regulatory authorities identify such facts of illegalities or decide to impose penalties.
If the Company’s prospectus of the RMB Share Issue contains misrepresentations, misleading statements or material omissions that cause investors to suffer losses in securities transactions, the Company will compensate the investors for losses incurred in accordance with the laws and regulations after the securities regulatory authorities identify the aforementioned facts or decide to impose penalties by laws.

– IV-6 –

UNDERTAKINGS AND THE CORRESPONDING BINDING MEASURES IN CONNECTION WITH THE RMB SHARE ISSUE

APPENDIX IV

LETTER OF COMMITMENT ON BINDING MEASURES WHEN FAILING TO FULFILL COMMITMENTS

All the public commitments (the “ Commitments ”) made by the Company in the course of RMB Share Issue are the true expression of meaning of the Company and are binding on the Company. The Company voluntarily accepts supervision from the regulatory authorities and the public. The Company will strictly perform its various duties and responsibilities set out in the Commitments.
If the Company fails to fully and effectively implement the Commitments for reasons other than force majeure, the Company commits to taking the following binding measures:
(1) The Company may take corresponding remedial measures or make new commitments (the relevant commitments need to go through relevant approval, deliberation and information disclosure procedures in accordance with the laws, regulations, regulatory documents, the Company’s Articles of Association, and the provisions of its relevant internal control policies);
(2) The Company will compensate investors for the corresponding losses in accordance with the laws and regulations within 30 days from the day on which the securities regulatory authorities or other competent authorities determine that the Company violates or fails to actually implement the Commitments or within 30 days from the day on which the securities regulatory authorities or other competent authorities determine that the Company’s violation or failure to fulfill the Commitments causes investors to suffer losses in securities transactions. The compensation amount shall be determined based on the amount negotiated between the Company and the investors, or in the way or based on the amount identified by the securities regulatory authorities or other competent authorities.
With respect to the Company’s shareholders, directors and the senior management who fail to implement their commitments already made or cause the Company to fail to implement its commitments already made for their sake, the Company will immediately stop the distribution of cash dividends to them and stop the payout of remuneration and allowances to them until such personnel have implemented their relevant commitments.

– IV-7 –

UNDERTAKINGS AND THE CORRESPONDING BINDING MEASURES IN CONNECTION WITH THE RMB SHARE ISSUE

APPENDIX IV

LETTER OF COMMITMENT ON APPLICABLE LAW AND COMPETENT COURT

Disputes arising from the Company’s initial public offering of RMB ordinary shares (A shares) and listing on the Science and Technology Innovation Board of the Shanghai Stock Exchange and during the period of the Company’s listing on the Science and Technology Innovation Board shall be governed by the laws of the People’s Republic of China (for the purpose of the Letter of Commitment only, the People’s Republic of China does not include the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan) (“ PRC ”), and shall fall under the jurisdiction of the people’s courts with jurisdiction in the PRC. The Company will not raise objections to the aforementioned applicable laws and competent courts.
“Disputes” set out in the above Article 1 shall include: (1) Derivative actions brought by shareholders individually or collectively holding more than 1% of the Company’s RMB ordinary shares (A shares) for over 180 consecutive days as directors or the senior management violate laws, regulations or the Company’s Articles of Association when performing corporate duties and cause losses to the Company or as others infringe the Company’s legitimate rights and interests and cause losses to the Company; (2) Civil compensation lawsuits filed by shareholders holding RMB ordinary shares (A shares) against the Company and other relevant responsible persons as the Company fails to disclose information in accordance with the provisions or its published securities offering documents, regular reports, ad hoc reports and other information disclosure materials contain misrepresentations, misleading statements or material omissions, which cause shareholders holding RMB ordinary shares (A shares) to suffer losses in securities transactions.

– IV-8 –

UNDERTAKINGS AND THE CORRESPONDING BINDING MEASURES IN CONNECTION WITH THE RMB SHARE ISSUE

APPENDIX IV

LETTER OF COMMITMENT ON THE CONSISTENCY BETWEEN THE ELECTRONIC APPLICATION DOCUMENTS AND RETAINED ORIGINAL COPY

To the Shanghai Stock Exchange:

Whereas HUA HONG SEMICONDUCTOR LIMITED (the “ Company ”) intends to apply for an initial public offering of RMB ordinary shares and listing on the Science and Technology Innovation Board of the Shanghai Stock Exchange (the “ RMB Share Issue ”), the Company commits that the electronic application documents concerning the RMB Share Issue sent to the Shanghai Stock Exchange are consistent with the retained original copy and contain no misrepresentations, misleading statements or material omissions and that the Company assumes the corresponding legal responsibilities for the authenticity, accuracy and completeness of the said documents.

– IV-9 –

UNDERTAKINGS AND THE CORRESPONDING BINDING MEASURES IN CONNECTION WITH THE RMB SHARE ISSUE

APPENDIX IV

LETTER OF COMMITMENT ON NON-INFLUENCE OVER AND NON-INTERFERENCE IN THE REVIEW

To the Shanghai Stock Exchange:

During the application period of the RMB Share Issue, the Company promises that it will not directly or indirectly provide funds, articles or other interests to the reviewing agency, listing committee and other agencies or their personnel, promises that it will not directly or indirectly provide shares of the offering application under review to the reviewing agency, listing committee and other agencies or their personnel, and promises that it will not influence the judgment of the reviewing agency, listing committee and other agencies or their personnel about the issuer by using illicit means.
The Company promises that it will not interfere in the review work of the reviewing agency, listing committee and other agencies or their personnel in any way.
The Company promises that when answering queries from listing committee members at the listing committee meeting, its presentations will be true, objective, accurate and concise and will not contain contents irrelevant to the RMB Share Issue and the review.
In case of any violation of the aforementioned commitments, the Company will assume all the legal responsibilities arising therefrom.

– IV-10 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before	Before	revision	after		After revision (with marks)		After revision (clean)
revision			revision	1
Nil	THE COMPANIES		Nil		THE COMPANIES		THE COMPANIES
	ORDINANCE				ORDINANCE		ORDINANCE
	(CHAPTER 622)				(CHAPTER 622)		(CHAPTER 622)
	Public Company Limited by				Public Company Limited by		Public Company Limited by
	Shares				Shares		Shares
	ARTICLES OF ASSOCIATION				ARTICLES OF ASSOCIATION		ARTICLES OF ASSOCIATION
	(As adopted by	Special			(As adopted by Special		(As adopted by Special
	Resolution passed on				Resolution passed on 20		Resolution passed on 20
	20 September 2014)				September 2014,	and amended	September 2014,	and amended
	OF HUA HONG				by Special Resolution passed on		by Special Resolution passed on
	SEMICONDUCTOR LIMITED				[●] [●] 2022, and	to take effect	[●] [●] 2022, and	to take effect
	華虹半導體有限公司				on the date when	the Company’s	on the date when	the Company’s
					shares are listed on the STAR		shares are listed on the STAR
					Market of the Shanghai Stock		Market of the Shanghai Stock
					Exchange)		Exchange)
					OF HUA HONG		OF HUA HONG
					SEMICONDUCTOR LIMITED		SEMICONDUCTOR LIMITED
					華虹半導體有限公司		華虹半導體有限公司
1(a)	In these articles	the following	1(a)		In these articles the following		In these articles the following
	words shall have the following				words shall have	the following	words shall have	the following
	meanings:				meanings:		meanings:
	“applicable laws and				~~“~~~~applicable laws ~~	~~and~~	“articles” and “these articles”
	regulations” includes the Listing				~~regulations” includes the Listing~~		mean the articles	of the
	Rules;				~~Rules;~~		Company in their	present form
							and all supplementary, amended
	“articles” means the articles of				“articles” and “these articles”		or substituted articles for the
	the Company in	their present			mean~~s ~~the articles of the		time being in force;
	form and all supplementary,				Company in their	present form
	amended or substituted articles				and all supplementary, amended
	for the time being in force;				or substituted articles for the
					time being in force;

1 As provisions are added or deleted, serial numbers of relevant provisions and cross references in these Articles have been adjusted accordingly, and are not described separately. Besides, provisions affected solely by (i) the replacement of “ Stock Exchange ” with “ HKSE ” to refer to The Stock Exchange of Hong Kong Limited, (ii) the replacement of “ 投票權 ” with “ 表決權 ” in the Chinese version of these Articles to refer to “ voting rights ” in the English version of these Articles and (iii) the replacement of “ 股票 ” with “ 股份證明書 ” in the Chinese version of these Articles to refer to “ certificate(s) ” of Shares in the English version of the Articles are not described separately.

– V-1 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before		Before revision	after		After revision (with marks)			After revision (clean)
revision			revision	1
	“associate”, in relation to any				“associate”, in relation to any			“associate”, in relation to any
	director, has the meaning				director, has the meaning			director, has the meaning
	ascribed to it in the Listing				ascribed to it in the Listing			ascribed to it in the Listing
	Rules;				Rules;			Rules;
	“associated company” has the				“associated company” has the			“associated company” has the
	meaning ascribed to it in section				meaning ascribed to it in section			meaning ascribed to it in section
	2 of the Companies Ordinance;				2 of the Companies Ordinance;			2 of the Companies Ordinance;
	“Auditors” means the auditors				“Auditors” means	the auditors		“Auditors” means the auditors
	of the Company for the time				of the Company for the time			of the Company for the time
	being;				being;			being;
	“business days” shall, save				“business days” shall, save			“business days” shall, save
	where specified, mean any day				where specified, mean any day			where specified, mean any day
	on	which a recognised stock			on which a recognised stock			on which a recognised stock
	market is open for the business				market is open for	the business		market is open for the business
	of dealing in securities in Hong				of dealing in securities in Hong			of dealing in securities in Hong
	Kong;				Kong;			Kong;
	“clear days” means in relation				“clear days” means in relation			“clear days” means in relation
	to the period of a notice, that				to the period of a notice, that			to the period of a notice, that
	period excluding the day when				period excluding the day when			period excluding the day when
	the	notice is given or deemed to			the notice is given	or deemed	to	the notice is given or deemed	to
	be given and the day for which				be given and the day for which			be given and the day for which
	it is given or on which it is to				it is given or on which it is to			it is given or on which it is to
	take effect;				take effect;			take effect;
	“Clearing House” means a				“Clearing House”	means a		“Clearing House” means a
	recognised clearing house within				recognised clearing house within			recognised clearing house within
	the	meaning of Schedule 1 of the			the meaning of Schedule 1 of		the	the meaning of Schedule 1 of	the
	Securities and Futures				Securities and Futures			Securities and Futures
	Ordinance, Chapter 571 of the				Ordinance, Chapter 571 of the			Ordinance, Chapter 571 of the
	Laws of Hong Kong or a				Laws of Hong Kong or a			Laws of Hong Kong or a
	Clearing House recognised by				Clearing House recognised by			Clearing House recognised by
	the	laws of the jurisdiction in			the laws of the jurisdiction in			the laws of the jurisdiction in
	which the shares are listed or				which the shares are listed or			which the shares are listed or
	quoted on a stock exchange in				quoted on a stock exchange in			quoted on a stock exchange in
	such jurisdiction;				such jurisdiction;			such jurisdiction;

– V-2 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before		Before revision	after		After revision (with marks)			After revision (clean)
revision			revision	1
	“Companies Ordinance” or				“China” or “PRC” means		the	“China” or “PRC” means	the
	“Ordinance” means the				People’s Republic of China			People’s Republic of China
	Companies Ordinance (Chapter				excluding, for the purpose		of	excluding, for the purpose	of
	622 of	the Laws of Hong Kong)			these articles only, the Hong			these articles only, the Hong
	and every other Ordinance				Kong Special Administrative			Kong Special Administrative
	incorporated therewith, or any				Region of the PRC, the Macao			Region of the PRC, the Macao
	Ordinance or Ordinances				Special Administrative Region of			Special Administrative Region of
	substituted therefor, and in case				the PRC and Taiwan of the PRC;			the PRC and Taiwan of the PRC;
	of any	such substitution the
	references in these Articles to				“Companies Ordinance” or			“Companies Ordinance” or
	the provisions of the Companies				“Ordinance” means the			“Ordinance” means the
	Ordinance shall be read as				Companies Ordinance (Chapter			Companies Ordinance (Chapter
	references to the provisions				622 of the Laws of Hong Kong)			622 of the Laws of Hong Kong)
	substituted therefor in the new				and every other Ordinance			and every other Ordinance
	Ordinance or Ordinances;				incorporated therewith, or		any	incorporated therewith, or	any
					Ordinance or Ordinances			Ordinance or Ordinances
	“Company” means Hua Hong				substituted therefor, and in case			substituted therefor, and in case
	Semiconductor Limited 華虹半導				of any such substitution the			of any such substitution the
	體有限公司;				references in these~~A~~articles to			references in these articles	to the
					the provisions of the Companies			provisions of the Companies
	“connected entities”, in relation				Ordinance shall be read as			Ordinance shall be read as
	to any	director, has the meaning			references to the provisions			references to the provisions
	ascribed to it in section 486 of				substituted therefor in the new			substituted therefor in the new
	the Companies Ordinance;				Ordinance or Ordinances;			Ordinance or Ordinances;
	“corporate communication” has				“Company” means Hua Hong			“Company” means Hua Hong
	the meaning ascribed to it in rule				Semiconductor	Limited 華虹半導		Semiconductor Limited 華虹半導
	1.01 of the Listing Rules;				體有限公司;			體有限公司;
					“connected entities”, in relation			“connected entities”, in relation
					to any director,	has the meaning		to any director, has the meaning
					ascribed to it in section 486 of			ascribed to it in section 486 of
					the Companies	Ordinance;		the Companies Ordinance;
					~~“~~~~corporate communication” has~~
					~~the meaning ascribed to it ~~		~~in rule~~
					~~1.01 of the Listing Rules;~~

– V-3 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before	Before revision		after		After revision (with marks)	After revision (clean)
revision			revision	1
	“corporation” includes both a				“corporation” includes both a “corporation” includes both a
	company incorporated under the				company incorporated under the company incorporated under the
	Companies Ordinance as well as				Companies Ordinance as well as Companies Ordinance as well as
	a company incorporated outside				a company incorporated outside a company incorporated outside
	Hong Kong;				Hong Kong; Hong Kong;
	“directors” and “board” mean				“CSRC” means the China “CSRC” means the China
	the directors of	the Company or			Securities Regulatory Securities Regulatory
	the directors present at a meeting				Commission; Commission;
	of directors of the Company at
	which a quorum is present;				“directors” and “board” mean “directors” and “board” mean
					the directors of the Company or the directors of the Company or
	“electronic communication”				the directors present at a meeting the directors present at a meeting
	means a communication sent by				of directors of the Company at of directors of the		Company at
	electronic transmission in any				which a quorum is present; which a quorum is		present;
	form through any medium;
					“electronic communication” “electronic communication”
	“holder” means in relation to				means a communication means a communication
	shares, the member whose name				transferred, transmitted and transferred, transmitted and
	is entered in the register of				received ~~sent ~~by electronic received by electronic
	members as the	holder of the			transmission in any form through transmission in any form through
	shares;				any medium; any medium;
	“listing document” has the				“~~holder” ~~“electronic means” ~~in~~ “electronic means” includes, but
	meaning ascribed to it in the Listing Rules and includes any				~~relation i~~ncludes, but is not limited to ~~shares~~, website is not limited to, website address, webinar, webcast, video
	supplemental listing document				address, webinar, webcast, video or any form of conference
	and any subsequent amendment				or any form of conference calling	system (by	telephone,
	to the listing document;				calling system (by telephone, video, Internet or otherwise);
					video, Internet or otherwise);
	“Listing Rules” means the Rules				“electronic general meeting”
	Governing the Listing of				“electronic general meeting” means a general meeting held
	Securities on the Stock				means a general meeting held and conducted solely and
	Exchange, as amended from time				and conducted solely and exclusively with the virtual
	to time;				exclusively with the virtual presence and participation of
					presence and participation members and/or representatives
	“newspaper” means a newspaper				~~member whose name is entered~~ through electronic		means;
	published daily	and circulating			~~in the register ~~of members ~~as~~
	generally in Hong Kong and specified in the list of				and/or representatives through electronic means ~~the holder of~~ “HKSE” means The Stock Exchange of Hong Kong
	newspapers issued and published				~~the shares~~; Limited;
	in the Gazette for the purposes
	of Section 203 of the Companies Ordinance by the Chief Secretary				“~~Stock Exchange~~HKSE” means The Stock Exchange of Hong “hybrid meeting” means a general meeting held and
	for Administration;				Kong Limited; conducted (i) with		the in-person
					presence and participation of
	“Office” means	the registered			members and/or representatives
	office of the Company;				at one or more meeting locations
					and (ii)	with the virtual presence
					and participation of members
					and/or representatives through
					electronic means;

– V-4 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before	Before revision		after		After revision (with marks)	After revision (clean)
revision			revision	1
	“register” means	the register of			“hybrid meeting” means a	“Listing Rules”	means the Rules
	members of the Company kept				general meeting held and	Governing the Listing of
	pursuant to the Companies				conducted (i) with the in-person	Securities on the	Stock Exchange
	Ordinance and includes any				presence and participation of	of Hong Kong Limited and/or
	branch register kept pursuant to				members and/or representatives	the Rules Governing the Listing
	the Companies Ordinance;				at one or more meeting locations	of Stocks on the	Science and
					and (ii) with the virtual presence	Technology Innovation Board of
	“reporting documents” has the				and participation of members	Shanghai Stock Exchange, as
	meaning ascribed	to it in Part 9			and/or representatives through	applicable, and any amendments
	of the Companies	Ordinance;			electronic means;	thereto taking effect from time
						to time;
	“responsible person” has the				~~“~~~~listing document” has the~~
	meaning ascribed	to it in section			~~meaning ascribed to it in the~~	“meeting location(s)” means the
	3 of the Companies Ordinance;				~~Listing Rules and includes any~~	place or places for general
					~~supplemental listing document~~	meetings and any meeting
	“Seal” means the	common seal			~~and any subsequent amendment~~	location(s) designated by the
	of the Company or any official				~~to the listing document;~~	board in accordance with Article
	seal that the Company may have					67 of these articles;
	as permitted by the Companies				“Listing Rules” means the Rules
	Ordinance;				Governing the Listing of	“Office” means the registered
					Securities on the Stock	office of the Company;
	“secretary” means the secretary of the Company or any other				Exchange~~, as amended ~~of Hong Kong Limited and/or the Rules	“ordinary resolution” has the
	person appointed	to perform the			Governing the Listing of Stocks	meaning ascribed to it in Section
	duties of the secretary of the				on the Science and Technology	563 of the Companies
	Company, including a joint,				Innovation Board of Shanghai	Ordinance;
	assistant or deputy secretary;				Stock Exchange, as applicable,
					and any amendments thereto	“physical meeting” means a
	“share” means a share in the				taking effect from time to time;	general meeting held and
	capital of the Company;					conducted with the in-person
					~~“~~~~newspaper” means a newspaper~~	presence and participation of
	“Stock Exchange” means The				~~published daily and circulating~~	members and/or representatives
	Stock Exchange of Hong Kong				~~generally in Hong Kong and~~	at one or more meeting
	Limited;				~~specified in the list of~~	location(s);
					~~newspapers issued and published~~
	“substantial shareholder”				~~in the Gazette for the purposes~~	“principal meeting venue”
	means a person who is entitled				~~of Section 203 of the Companies~~	means the place of the general
	to exercise, or to	control the			~~Ordinance by the Chief Secretary~~	meeting or, if there are multiple
	exercise of, 10%	or more (or			~~for Administration;~~	meeting locations, the principal
	such other percentage as may be					place of the general meeting;
	prescribed by the	Listing Rules			“meeting location(s)” means the
	from time to time) of the voting				place or places for general	“register” means the register of
	power at any general meeting of				meetings and any meeting	members of the Company kept
	the Company; and				location(s) designated by the	pursuant to the Companies
					board in accordance with Article	Ordinance and includes any
					67 of these articles;	branch register kept pursuant to
						the Companies Ordinance;
					“Office” means the registered
					office of the Company;	“reporting documents” has the
						meaning ascribed to it in Part 9
						of the Companies Ordinance;

– V-5 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.		Article no.	Article no.
before	Before revision	after		After revision (with marks)			After revision (clean)
revision		revision	1
				“ordinary resolution” has		the	“responsible person” has the
				meaning ascribed to it in Section			meaning ascribed to it in section
				563 of the Companies			3 of the Companies Ordinance;
				Ordinance;
							“RMB” means the lawful
				“physical meeting” means		a	currency of the People’s
				general meeting held and			Republic of China;
				conducted with	the in-person
				presence and participation		of	“RMB ordinary shares” means
				members and/or representatives			the shares to be issued by	the
				at one or more	meeting		Company to the Chinese
				location(s);			investors, subscribed for and
							traded in RMB and listed on the
				“principal meeting venue”			Shanghai Stock Exchange;
				means the place of the general
				meeting or, if there are multiple			“Seal” means the common	seal
				meeting locations, the principal			of the Company or any official
				place of the general meeting;			seal that the Company may have
							as permitted by the Companies
				“register” means the register of			Ordinance;
				members of the Company kept
				pursuant to the	Companies		“secretary” means the secretary
				Ordinance and includes any			of the Company or any other
				branch register	kept pursuant to		person appointed to perform the
				the Companies	Ordinance;		duties of the secretary of the
							Company, including a joint,
				“reporting documents” has the			assistant or deputy secretary;
				meaning ascribed to it in Part 9
				of the Companies Ordinance;			“share” means a share in the
							capital of the Company;
				“responsible person” has the
				meaning ascribed to it in section			“shareholder”, “member”	and
				3 of the Companies Ordinance;			“holder” mean a holder of the
							Company’s shares duly
				“RMB” means	the lawful		registered from time to time;
				currency of the	People’s
				Republic of China;

– V-6 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.		Article no.	Article no.
before	Before revision	after		After revision (with marks)	After revision (clean)
revision		revision	1
				“RMB ordinary shares” means “special resolution” has the
				the shares to be issued by the meaning ascribed to it in Section
				Company to the Chinese 564 of the Companies
				investors, subscribed for and Ordinance;
				traded in RMB and listed on the
				Shanghai Stock Exchange; “Shanghai Stock Exchange”
				means the Stock		Exchange of
				“Seal” means the common seal Shanghai;
				of the Company or any official
				seal that the Company may have “Stock Exchange” or “Stock
				as permitted by the Companies Exchanges” means The Stock
				Ordinance; Exchange of Hong Kong Limited
				and/or the Shanghai Stock
				“secretary” means the secretary Exchange, as applicable;
				of the Company or any other
				person appointed to perform the
				duties of the secretary of the
				Company, including a joint,
				assistant or deputy secretary;
				“share” means a share in the
				capital of the Company;
				“shareholder”, “member” and
				“holder” mean a holder of the
				Company’s shares duly
				registered from time to time;
				“special resolution” has the
				meaning ascribed to it in Section
				564 of the Companies
				Ordinance;
				“Shanghai Stock Exchange”
				means the Stock Exchange of
				Shanghai;
				~~“~~~~substantial shareholder”~~
				~~means a person who is entitled~~
				~~to exercise, or to control the~~
				~~exercise of, 10% or more (or~~
				~~such other percentage as may be~~
				~~prescribed by the Listing Rules~~
				~~from time to time) of the voting~~
				~~power at any general meeting of~~
				~~the Company; and~~
				“Stock Exchange” or “Stock
				Exchanges” means The Stock
				Exchange of Hong Kong Limited
				and/or the Shanghai Stock
				Exchange, as applicable;

– V-7 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before	Before revision		after		After revision (with marks)	After revision (clean)
revision			revision	1
1(e)	In these articles:		1(e)		In these articles: In these articles:
	(i) references to writing shall				(i) references to writing ~~shall~~ (i) references to writing include
	include references to				include ~~references to~~ all modes of expressing or
	typewriting, printing,				~~typewriting, printing,~~ reproducing text in a visible
	lithography, photography and any				~~lithography, photography and any~~ manner, including electronic
	other mode of representing or reproducing words in a legible				~~other a~~ll modes of ~~representing~~ expressing or reproducing ~~words~~ records, in a legible and non- transitory form;
	and non-transitory form,				text in a visible manner,
	including for the avoidance of				including electronic records, in a
	doubt an electronic	record			legible and non-transitory form~~,~~
	(within the meaning of the				~~including for the avoidance of~~
	Electronic Transactions				~~doubt an electronic record~~
	Ordinance (Chapter 553 of the				~~(within the meaning of the~~
	Laws of Hong Kong));				~~Electronic Transactions~~
					~~Ordinance (Chapter 553 of the~~ ~~Laws of Hong Kong));~~
7	Subject to the provisions of the		7		~~Subject to the provisions of the~~ Unless otherwise provided by
	Companies Ordinance and without prejudice to any special				~~Companies Ordinance U~~nless otherwise provided by applicable applicable laws and regulations, the Listing Rules and the articles
	rights attached to any existing				laws and regulations, the Listing and	without prejudice to any
	shares, any share may be issued				Rules and the articles and special rights attached to any
	with such rights or	restrictions,			without prejudice to any special existing shares,		any share may
	whether in regard to dividend,				rights attached to any existing be issued with such rights or
	voting, return of capital or				shares, any share may be issued restrictions, whether in regard to
	otherwise or be redeemable				with such rights or restrictions, dividend, voting, return of
	whether at the option of the				whether in regard to dividend, capital or otherwise or be
	Company or the holder as the				voting, return of capital or redeemable whether at the option
	Company may by ordinary				otherwise or be redeemable of the Company or the holder as
	resolution determine (or, if the				whether at the option of the the Company may by ordinary
	Company has not so determined,				Company or the holder as the resolution determine.
	as the directors shall determine).				Company may by ordinary
					resolution determine ~~(or, if the~~
					~~Company has not so determined,~~
					~~as the directors shall determine).~~
8	Subject to the provisions of the		8		~~Subject to the provisions of the~~ Unless otherwise provided by
	Companies Ordinance, any share may be issued, with the sanction				~~Companies Ordinance, ~~Unless otherwise provided by applicable applicable laws and regulations, the Listing Rules and the
	of a special resolution, which is				laws and regulations, the Listing articles, any share may be
	or is to be liable, to be redeemed				Rules and the articles, any share issued, with the sanction of a
	at the option of the Company or				may be issued, with the sanction special resolution, which is or is
	the holder on such	terms and in			of a special resolution, which is to be liable, to		be redeemed at
	such manner as may be provided				or is to be liable, to be redeemed the option of the Company or
	by these articles. In the event of				at the option of the Company or the holder on such terms and in
	purchase for redemption of the				the holder on such terms and in such manner as may be provided
	redeemable share, the following				such manner as may be provided by these articles. In the event of
	provisions shall apply:				by these articles. In the event of purchase for redemption of the
					purchase for redemption of the redeemable share, the following
	…				redeemable share, the following provisions shall apply:
					provisions shall apply:
					…
					…

– V-8 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.	Article no.			Article no.	Article no.
before		Before revision		after		After revision (with marks)		After revision (clean)
revision				revision	1
	9	Subject to the provisions of the		9		~~Subject to the provisions of the~~	Unless	otherwise provided by
		Companies Ordinance and these				~~Companies Ordinance and~~	applicable laws and regulations,
		articles, the shares in the Company shall be at the disposal				~~theseU~~nless otherwise provided by applicable laws and	the Listing Rules and the articles, the shares in the
		of the directors, who may offer,				regulations, the Listing Rules	Company shall be at the disposal
		allot, grant options over or				and the articles, the shares in the	of the directors, who may offer,
		otherwise dispose of them to				Company shall be at the disposal	allot, grant options over or
		such persons and on such terms				of the directors, who may offer,	otherwise dispose of them to
		as the directors think fit.				allot, grant options over or	such persons and on such terms
						otherwise dispose of them to	as the directors think fit.
						such persons and on such terms
						as the directors think fit.
	10	The directors may, subject to the		10		~~The directors may, subject to the~~	Unless	otherwise provided by
		approval by the members in				Unless otherwise provided by	applicable laws and regulations,
		general meeting, issue warrants				applicable laws and regulations,	the Listing Rules and the articles
		or other rights and grant options				the Listing Rules and the articles	and subject to the express
		to subscribe for any class of				and subject to the express	authorisation or approval by the
		shares or securities of the				authorisation or approval by the	members in general meeting, the
		Company on such terms as	the			members in general meeting, the	directors may issue warrants or
		directors may from time to	time			directors may issue warrants or	other rights and grant options to
		determine.				other rights and grant options to	subscribe for any class of shares
						subscribe for any class of shares	or securities of the Company on
						or securities of the Company on	such terms as the directors may
						such terms as the directors may	from time to time determine.
						from time to time determine.
	11	The Company may exercise the		11		The Company may exercise the	The Company may exercise the
		powers of paying commissions				powers of paying commissions	powers	of paying commissions
		conferred by the Companies				conferred by the Companies	conferred by the Companies
		Ordinance. Subject to the				Ordinance. Subject to the	Ordinance. Subject to the
		provisions of the Companies Ordinance, any such commission				provisions of applicable laws and regulations, the ~~Companies~~	provisions of applicable laws and regulations, the Listing
		may be satisfied by the payment of cash or by the allotment of				~~OrdinanceL~~isting Rules and the articles, any such commission	Rules and the articles, any such commission may be satisfied by
		fully or partly paid shares or				may be satisfied by the payment	the payment of cash or by the
		partly in one way and partly in				of cash or by the allotment of	allotment of fully or partly paid
		the other. The Company may				fully or partly paid shares or	shares or partly in one way and
		also on any issue of share capital				partly in one way and partly in	partly in the other. The Company
		pay such brokerage as may	be			the other. The Company may	may also on any issue of share
		lawful and exercise all powers of				also on any issue of share capital	capital	pay such brokerage
		paying interest out of capital.				pay such brokerage ~~as may be~~	unless otherwise provided by
						~~lawful u~~nless otherwise provided by applicable laws and	applicable laws and regulations, the Listing Rules and the articles
						regulations, the Listing Rules	and exercise all powers of
						and the articles and exercise all	paying	interest out of capital.
						powers of paying interest out of
						capital.

– V-9 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before		Before revision	after		After revision (with marks)		After revision (clean)
revision			revision	1
12	Except as required by law, no		12		Except as required by ~~law~~		Except as required by applicable
	person shall be recognised by				applicable laws and regulations,		laws and	regulations, the Listing
	the Company as holding any				the Listing Rules or by the		Rules or	by the articles, no
	share upon any trust and (except				articles, no person shall be		person shall be recognised by
	as otherwise provided by these				recognised by the Company as		the Company as holding any
	articles or by law) the Company				holding any share upon any trust		share upon any trust and (except
	shall not be bound by or				and (except as otherwise		as otherwise provided by
	required to recognise (even when				provided by ~~these articles ~~	~~or by~~	applicable laws and regulations,
	having notice thereof) any equitable, contingent, future or				~~law ~~applicable laws and regulations, the Listing Rules or		the Listing Rules or by the articles) the Company shall not
	partial interest in any share or in				by the articles) the Company		be bound by or required to
	any fractional part of a share or				shall not be bound by or		recognise (even when having
	any other rights in respect of any				required to recognise (even when		notice thereof) any equitable,
	share except an absolute right to				having notice thereof) any		contingent, future or partial
	the entirety of it in the registered				equitable, contingent, future or		interest in any share or in any
	holder.				partial interest in any share or in		fractional part of a share or any
					any fractional part of a share or		other rights in respect of any
					any other rights in respect of any		share except an absolute right to
					share except an absolute right to		the entirety of it in the registered
					the entirety of it in the registered		holder.
					holder.

– V-10 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before		Before revision	after		After revision (with marks)		After revision (clean)
revision			revision	1
14	Subject to the provisions of the		14		Subject to the provisions of the		Subject to the provisions of the
	Companies Ordinance, if at any				Companies Ordinance, if at any		Companies Ordinance, if at any
	time the capital of the Company				time the capital of	the Company	time the capital of the Company
	is divided into different classes				is divided into different classes		is divided into different classes
	of shares, the rights attached to				of shares, the rights attached to		of shares, the rights attached to
	any class (unless otherwise				any class (unless otherwise		any class (unless otherwise
	provided by the terms of issue of				provided by the terms of issue of		provided by the terms of issue of
	the	shares of that class) may be			the shares of that class) may be		the shares of that class) may be
	varied, either while the Company				varied, either while the Company		varied, either while the Company
	is a going concern or during or				is a going concern	or during or	is a going concern or during or
	in contemplation of a winding-				in contemplation of a winding-		in contemplation of a winding-
	up,	either with the consent in			up, either with the	consent in	up, either with the consent in
	writing of the holders of three-				writing of the holders of three-		writing of the holders of three-
	quarters of the total voting rights				quarters of the total voting rights		quarters of the total voting rights
	of holders of shares in that class,				of holders of shares in that class,		of holders of shares in that class,
	or with the sanction of a special				or with the sanction of a special		or with the sanction of a special
	resolution passed at a separate				resolution passed at a separate		resolution passed at a separate
	meeting of the holders of the				meeting of the holders of the		meeting of the holders of the
	shares of that class, but not				shares of that class, but not		shares of that class, but not
	otherwise. To every such				otherwise. To every such		otherwise. To every such
	separate meeting the provisions				separate meeting the provisions		separate meeting the provisions
	of these articles relating to				of these articles relating to		of these articles relating to
	general meetings shall mutatis				general meetings shall mutatis		general meetings shall mutatis
	mutandis apply, but so that the				mutandis apply, but so that the		mutandis apply, but so that the
	necessary quorum at such				necessary quorum at such		necessary quorum at such
	meeting (other than an adjourned				meeting ~~(other than an adjourned~~		meeting shall be no less than
	meeting) shall be no less than				~~meeting) s~~hall be no less than		two persons together holding or
	two persons together holding or				two persons together holding or		representing by proxy one-third
	representing by proxy one-third				representing by proxy one-third		in the total voting rights of the
	in the total voting rights of the				in the total voting rights of the		issued shares of the class in
	issued shares of the class in				issued shares of the class in		question.
	question and at any adjourned				question ~~and at any adjourned~~
	meeting two persons holding				~~meeting two persons holding~~
	shares of that class or by proxy				~~shares of that class or by proxy~~
	(whatever the number of shares				~~(whatever the number of shares~~
	held by them), and that any				~~held by them), and ~~	~~that any~~
	holder of shares of the class				~~holder of shares of ~~	~~the class~~
	present in person or by proxy				~~present in person or by proxy~~
	may demand a poll.				~~may demand a poll.~~

– V-11 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.		Article no.	Article no.
before	Before revision	after		After revision (with marks)			After revision (clean)
revision		revision	1
17(a)	Every person whose name is entered as a member in the	17(a)		Subject to the following requirements, every ~~Every ~~person		Subject to the following requirements, every person
	register shall be entitled without			whose name is entered as a		whose name is entered as a
	payment to receive:			member in the register shall	be	member in the register shall be
	(i) within two months after			entitled without payment to		entitled without payment to
	allotment or, (ii) within ten			receive: (i) within two months		receive: (i) within two months
	business days of the lodgement			after allotment or, (ii) within ten		after allotment or, (ii) within ten
	of an instrument of transfer duly			business days of the lodgement		business days of the lodgement
	stamped, (or within such other			of an instrument of transfer	duly	of an instrument of transfer duly
	period as the terms of issue shall			stamped, (or within such other		stamped, (or within such other
	provide), one certificate for all			period as the terms of issue	shall	period as the terms of issue shall
	his shares of any particular class,			provide), one certificate for	all	provide), one certificate for all
	or if he shall so request, upon			his shares of any particular class,		his shares of any particular class,
	payment of a fee (not exceeding			or if he shall so request, upon		or if he shall so request, upon
	the maximum amount as the			payment of a fee (not exceeding		payment of a fee (not exceeding
	Stock Exchange may from time to time permit) for every			the maximum amount as the HKSE ~~Stock Exchange ~~may from		the maximum amount as the HKSE may from time to time
	certificate after the first, as the			time to time permit) for every		permit) for every certificate after
	directors shall from time to time			certificate after the first, as	the	the first, as the directors shall
	determine, such number of			directors shall from time to	time	from time to time determine,
	certificates for shares in Stock			determine, such number of		such number of certificates for
	Exchange board lots or multiples			certificates for shares in HKSE		shares in HKSE board lots or
	thereof as he shall request and			~~Stock Exchange ~~board lots or		multiples thereof as he shall
	one for the balance (if any) of			multiples thereof as he shall		request and one for the balance
	the shares in question, provided			request and one for the balance		(if any) of the shares in
	that in the event of a member			(if any) of the shares in		question, provided that in the
	transferring part of the shares			question, provided that in the		event of a member transferring
	represented by a certificate in			event of a member transferring		part	of the shares represented by
	his name a new certificate in			part of the shares represented by		a certificate in his name a new
	respect of the balance thereof			a certificate in his name a new		certificate in respect of the
	shall be issued in his name			certificate in respect of the		balance thereof shall be issued in
	without payment.			balance thereof shall be issued in		his name without payment.
				his name without payment.		Notwithstanding the foregoing,
				Notwithstanding the foregoing,		no certificate will be issued to
				no certificate will be issued	to	the relevant shareholder in
				the relevant shareholder in		respect of the allotment or
				respect of the allotment or		transfer of such RMB ordinary
				transfer of such RMB ordinary		shares pursuant to the foregoing
				shares pursuant to the foregoing		provisions if no certificate is
				provisions if no certificate is		required to be delivered to the
				required to be delivered to the		RMB ordinary shareholder under
				RMB ordinary shareholder under		the terms of the issue of RMB
				the terms of the issue of RMB		ordinary shares.
				ordinary shares.

– V-12 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before	Before revision		after		After revision (with marks)	After revision (clean)
revision			revision	1
17(d)	If at any time the share capital		17(d)		If at any time the share capital	If at any time the share capital
	of the Company is divided into				of the Company is divided into	of the Company is divided into
	different classes of shares, every				different classes of shares, every	different classes of shares, every
	share certificate issued	at that			share certificate issued at that	share certificate issued at that
	time shall comply with	the			time shall comply with the	time shall comply with the
	provisions of the Companies				provisions of the ~~Companies~~	provisions of the applicable laws
	Ordinance, and no certificate shall be issued in respect of				~~Ordinancea~~pplicable laws and regulations, and no certificate	and regulations, and no certificate shall be issued in
	more than one class of	shares.			shall be issued in respect of	respect of more than one class of
					more than one class of shares.	shares.
Nil	Nil		18(a)		The RMB ordinary shares issued	The RMB ordinary shares issued
					by the Company will be	by the Company will be
					registered, deposited and settled	registered, deposited and settled
					by the China Securities	by the China Securities
					Depository and Clearing	Depository	and Clearing
					Corporation Limited in	Corporation Limited in
					accordance with Chinese laws	accordance	with Chinese laws
					and regulations and the relevant	and regulations and the relevant
					regulations on securities	regulations	on securities
					registration and settlement	registration	and settlement
					management formulated by the	management formulated by the
					CSRC. Based on the certificates	CSRC. Based on the certificates
					provided by the Shanghai Stock	provided by the Shanghai Stock
					Exchange and the China	Exchange and the China
					Securities Depository and	Securities Depository and
					Clearing Corporation Limited	Clearing Corporation Limited
					and in accordance with the	and in accordance with the
					Ordinance, the Company shall	Ordinance,	the Company shall
					establish a register of holders of	establish a register of holders of
					RMB ordinary shares in China,	RMB ordinary shares in China,
					and the register of RMB	and the register of RMB
					ordinary shareholders shall be	ordinary shareholders shall be
					the legal proof that RMB	the legal proof that RMB
					ordinary shareholders hold the	ordinary shareholders hold the
					Company’s RMB ordinary	Company’s	RMB ordinary
					shares. The holders of RMB	shares. The	holders of RMB
					ordinary shares registered with	ordinary shares registered with
					the China Securities Depository	the China Securities Depository
					and Clearing Corporation	and Clearing Corporation
					Limited shall have the	Limited shall have the
					shareholder rights stipulated in	shareholder	rights stipulated in
					these articles, the Listing Rules	these articles, the Listing Rules
					and applicable laws and	and applicable laws and
					regulations. The holders of the	regulations. The holders of the
					Company’s RMB ordinary shares	Company’s	RMB ordinary shares
					may trade in the manner	may trade in the manner
					permitted by the CSRC and the	permitted by the CSRC and the
					Shanghai Stock Exchange.	Shanghai Stock Exchange.

– V-13 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.		Article no.	Article no.	Article no.
before	Before revision	after			After revision (with marks)		After revision (clean)
revision		revision		1
Nil	Nil	18(b)			Subject to and to the extent		Subject to and to the extent
					permitted by applicable laws and		permitted by applicable laws and
					regulations and the Listing		regulations and the Listing
					Rules, the Company or the		Rules, the Company or the
					Directors on behalf	of the	Directors on behalf of the
					Company, may cause to be kept		Company, may cause to be kept
					in any territory a branch register		in any territory a branch register
					of members resident in such		of members resident in such
					territory, and the Directors may		territory, and the Directors may
					make and vary such	regulations	make and vary such regulations
					as they may think fit respecting		as they may think fit respecting
					the keeping of any such branch		the keeping of any such branch
					register.		register.
19	The Company shall have a first		20		The Company shall	have a first	The Company shall have a first
	and paramount lien on every				and paramount lien on every		and paramount lien on every
	share (not being a fully paid				share (not being a fully paid		share (not being a fully paid
	share) for all moneys (whether				share) for all moneys (whether		share) for all moneys (whether
	presently payable or not) called				presently payable or not) called		presently payable or not) called
	or payable at a fixed time in				or payable at a fixed time in		or payable at a fixed time in
	respect of that share, and the				respect of that share, and the		respect of that share, and the
	Company shall also have a first				Company shall also	have a first	Company shall also have a first
	and paramount lien on all shares				and paramount lien on all shares		and paramount lien on all shares
	(other than fully paid shares)				(other than fully paid shares)		(other than fully paid shares)
	standing registered in the name				standing registered in the name		standing registered in the name
	of a member, (whether singly or				of a member, (whether singly or		of a member, (whether singly or
	jointly with any other persons or				jointly with any other persons or		jointly with any other persons or
	persons), for all moneys				persons), for all moneys		persons), for all moneys
	presently payable by such				presently payable by such		presently payable by such
	member or his estate to the				member or his estate to the		member or his estate to the
	Company. The directors may				Company. Unless otherwise		Company. Unless otherwise
	declare any share to be wholly				provided by applicable laws and		provided by applicable laws and
	or in part exempt from the provisions of this Article. The				regulations, the Listing Rules and these articles, the ~~The~~		regulations, the Listing Rules and these articles, the directors
	Company’s lien on a share shall				directors may declare any share		may declare any share to be
	extend to all amounts payable in				to be wholly or in part exempt		wholly or in part exempt from
	respect of it.				from the provisions	of this	the provisions of this Article.
					Article. The Company’s lien on a		The Company’s lien on a share
					share shall extend to all amounts		shall extend to all amounts
					payable in respect of it.		payable in respect of it.

– V-14 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.		Article no.	Article no.	Article no.
before	Before revision		after		After revision (with marks)		After revision (clean)
revision		revision		1
20	The Company may sell, in such		21		Unless otherwise provided by		Unless otherwise provided by
	manner as the directors think fit,				applicable laws and regulations,		applicable laws and regulations,
	any shares on which the Company has a lien, but no sale				the Listing Rules and these articles, the ~~The C~~ompany may		the Listing Rules and these articles, the Company may sell,
	shall be made unless an amount				sell, in such manner	as the	in such manner as the directors
	in respect of which the lien				directors think fit, any shares on		think fit, any shares on which
	exists is presently payable, nor				which the Company has a lien,		the Company has a lien, but no
	until the expiration of fourteen				but no sale shall be made unless		sale shall be made unless an
	days after notice in writing has				an amount in respect of which		amount in respect of which the
	been given to the holder of the				the lien exists is presently		lien exists is presently payable,
	share, or the person entitled to it				payable, nor until the expiration		nor until the expiration of
	in consequence of the death or				of fourteen days after notice in		fourteen days after notice in
	bankruptcy of the holder,				writing has been given to the		writing has been given to the
	demanding payment and stating				holder of the share, or the		holder of the share, or the
	that if the notice is not complied				person entitled to it in		person entitled to it in
	with the shares may be sold.				consequence of the death or		consequence of the death or
					bankruptcy of the holder,		bankruptcy of the holder,
					demanding payment and stating		demanding payment and stating
					that if the notice is not complied		that if the notice is not complied
					with the shares may	be sold.	with the shares may be sold.
21	To give effect to the sale the		22		Unless otherwise provided by		Unless otherwise provided by
	directors may authorise some				applicable laws and regulations,		applicable laws and regulations,
	person to execute an instrument of transfer of the share sold to,				the Listing Rules and these articles, to ~~To g~~ive effect to the		the Listing Rules and these articles, to give effect to the sale
	or in accordance with the				sale the directors may authorise		the directors may authorise some
	directions of, the purchaser and				some person to execute an		person to execute an instrument
	may enter the name of the				instrument of transfer of the		of transfer of the share sold to,
	purchaser or such transferee in				share sold to, or in accordance		or in accordance with the
	the register as holder of the				with the directions of, the		directions of, the purchaser and
	shares and the purchaser shall				purchaser and may enter the		may enter the name of the
	not be bound to see to the				name of the purchaser or such		purchaser or such transferee in
	application of the purchase				transferee in the register as		the register as holder of the
	money, nor shall his title to the				holder of the shares and the		shares and the purchaser shall
	shares be affected by any				purchaser shall not be bound to		not be bound to see to the
	irregularity in or invalidity of				see to the application of the		application of the purchase
	the proceedings in reference to				purchase money, nor	shall his	money, nor shall his title to the
	the sale.				title to the shares be	affected by	shares be affected by any
					any irregularity in or invalidity		irregularity in or invalidity of
					of the proceedings in reference		the proceedings in reference to
					to the sale.		the sale.

– V-15 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before		Before revision	after		After revision (with marks)			After revision (clean)
revision			revision	1
31	If a call or an instalment of a		32		If a call or an instalment of a			If a call or an instalment of a
	call remains unpaid after it has				call remains unpaid after it has			call remains unpaid after it has
	become due and payable the				become due and payable the			become due and payable the
	directors may give to the person				directors may give	to the person		directors may give to the person
	from whom it is due not less				from whom it is due not less			from whom it is due not less
	than fourteen clear days’ notice				than fourteen clear	days’ notice		than fourteen clear days’ notice
	requiring payment of the amount				requiring payment of the amount			requiring payment of the amount
	unpaid together with any interest				unpaid together with any interest			unpaid together with any interest
	which may have accrued. The				which may have accrued. The			which may have accrued. The
	notice shall name the place				notice shall, subject to the			notice shall, subject to the
	where payment is to be made				provisions of applicable laws			provisions of applicable laws
	and shall state that if the notice				and regulations, the Listing			and regulations, the Listing
	is not complied with the shares				Rules and these articles, name			Rules and these articles, name
	in respect of which the call was				the place where payment is to		be	the place where payment is to	be
	made will be liable to be				made and shall state that if the			made and shall state that if the
	forfeited. If the notice is not				notice is not complied with the			notice is not complied with the
	complied with, any shares in				shares in respect of which the			shares in respect of which the
	respect of which it was given				call was made will	be liable to		call was made will be liable to
	may, before the payment				be forfeited. Unless otherwise			be forfeited. Unless otherwise
	required by the notice has been				provided by applicable laws and			provided by applicable laws and
	made, be forfeited by a				regulations, the Listing Rules			regulations, the Listing Rules
	resolution of the directors and				and these articles, if ~~If ~~the notice			and these articles, if the notice is
	the	forfeiture shall include all			is not complied with, any shares			not complied with, any shares	in
	dividends and other amounts				in respect of which it was given			respect of which it was given
	payable in respect of the				may, before the payment			may, before the payment
	forfeited shares and not paid				required by the notice has been			required by the notice has been
	before such forfeiture. The				made, be forfeited	by a		made, be forfeited by a
	directors may accept the				resolution of the directors and			resolution of the directors and
	surrender of any shares liable to				the forfeiture shall	include all		the forfeiture shall include all
	be forfeited hereunder and in				dividends and other amounts			dividends and other amounts
	such cases references in these				payable in respect of the			payable in respect of the
	articles to forfeiture shall include				forfeited shares and not paid			forfeited shares and not paid
	surrender.				before such forfeiture. The			before such forfeiture. The
					directors may accept the			directors may accept the
					surrender of any shares liable		to	surrender of any shares liable	to
					be forfeited hereunder and in			be forfeited hereunder and in
					such cases references in these			such cases references in these
					articles to forfeiture shall include			articles to forfeiture shall include
					surrender.			surrender.

– V-16 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before	Before revision		after		After revision (with marks)	After revision (clean)
revision			revision	1
32	Subject to the provisions of the		33		Subject to the provisions of Subject to the provisions of
	Companies Ordinance, any				applicable laws and regulations, applicable laws		and regulations,
	shares so forfeited shall be deemed to be the property of the				the ~~Companies Ordinance ~~Listing Rules and these articles, any the Listing Rules and these articles, any shares so forfeited
	Company and may	be sold, re-			shares so forfeited shall be shall be deemed to be the
	allotted or otherwise disposed of				deemed to be the property of the property of the		Company and
	on such terms and	in such			Company and may be sold, re- may	be sold, re-allotted or
	manner as the directors think fit				allotted or otherwise disposed of otherwise disposed of on such
	to any person and,	at any time			on such terms and in such terms and in such manner as the
	before the disposition, the				manner as the directors think fit directors think fit to any person
	forfeiture may be cancelled on				to any person and, at any time and,	at any time before the
	such terms as the directors				before the disposition, the disposition, the		forfeiture may be
	determine. Where for the				forfeiture may be cancelled on cancelled on such terms as the
	purposes of its disposal a				such terms as the directors directors determine. Where for
	forfeited share is to be				determine. Where for the the purposes of		its disposal a
	transferred to any person, the				purposes of its disposal a forfeited share is to be
	directors may authorise someone				forfeited share is to be transferred to any person, the
	to execute an instrument of				transferred to any person, the directors may authorise someone
	transfer of the share to that				directors may authorise someone to execute an instrument of
	person.				to execute an instrument of transfer of the share to that
					transfer of the share to that person.
					person.
33	A person any of whose shares		34		Unless otherwise provided by Unless otherwise provided by
	have been forfeited shall cease				applicable laws and regulations, applicable laws		and regulations,
	to be a member in respect of them and shall surrender to the				the Listing Rules and these articles, a ~~A~~person any of whose the Listing Rules and these articles, a person any of whose
	Company for cancellation the				shares have been forfeited shall shares have been forfeited shall
	certificate for the shares				cease to be a member in respect cease to be a member in respect
	forfeited but shall remain liable				of them and shall surrender to of them and shall surrender to
	to the Company for all amounts				the Company for cancellation the the Company for cancellation the
	which at the date of forfeiture				certificate for the shares certificate for the shares
	were presently payable by him to				forfeited but shall remain liable forfeited but shall remain liable
	the Company in respect of those				to the Company for all amounts to the Company for all amounts
	shares with interest at the rate at				which at the date of forfeiture which at the date of forfeiture
	which interest was	payable on			were presently payable by him to were presently payable by him to
	those amounts before the				the Company in respect of those the Company in respect of those
	forfeiture or, if no	interest was			shares with interest at the rate at shares with interest at the rate at
	so payable, at such rate not				which interest was payable on which interest was payable on
	exceeding 10 per cent, per				those amounts before the those amounts before the
	annum as the directors may				forfeiture or, if no interest was forfeiture or, if		no interest was
	determine from the date of				so payable, at such rate not so payable, at such rate not
	forfeiture until payment, but the				exceeding 10 per cent, per exceeding 10 per cent, per
	directors may waive payment				annum as the directors may annum as the directors may
	wholly or in part or enforce				determine from the date of determine from		the date of
	payment without any allowance				forfeiture until payment, but the forfeiture until payment, but the
	for the value of the shares at the				directors may waive payment directors may waive payment
	time of forfeiture or for any				wholly or in part or enforce wholly or in part or enforce
	consideration received on their				payment without any allowance payment without any allowance
	disposal.				for the value of the shares at the for the value of		the shares at the
					time of forfeiture or for any time	of forfeiture or for any
					consideration received on their consideration received on their
					disposal. disposal.

– V-17 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.	Article no.			Article	no.
before		Before revision		after		After revision (with marks)				After revision (clean)
revision				revision	1
	34	A statutory declaration in writing		35		Unless	otherwise provided by		Unless	otherwise provided by
		by a director or the secretary				applicable laws and regulations,			applicable laws and regulations,
		that a share has been forfeited on a specified date shall be				the Listing Rules and these articles, a ~~A~~statutory declaration			the Listing Rules and these articles, a statutory declaration
		conclusive evidence of the	facts			in writing by a director or the			in writing by a director or the
		stated in it as against all persons				secretary that a share has been			secretary that a share has been
		claiming to be entitled to the				forfeited on a specified date			forfeited on a specified date
		share and the declaration shall				shall be conclusive evidence of			shall be conclusive evidence of
		(subject to the execution of an				the facts stated in it as against			the facts stated in		it as against
		instrument of transfer if				all persons claiming to be			all persons claiming to be
		necessary) constitute a good title				entitled to the share and the			entitled to the share and the
		to the share and the person to				declaration shall		(subject to the	declaration shall (subject to the
		whom the share is disposed of				execution of an instrument of			execution of an instrument of
		and he shall be registered as the				transfer if necessary) constitute a			transfer if necessary) constitute a
		holder of the share and shall not				good title to the		share and the	good title to the share and the
		be bound to see to the				person	to whom	the share is	person	to whom the share is
		application of the consideration,				disposed of and he shall be			disposed of and he shall be
		if any, nor shall his title to the				registered as the		holder of the	registered as the holder of the
		share be affected by any				share and shall not be bound to			share and shall not be bound to
		irregularity in or invalidity	of			see to	the application of the		see to	the application of the
		the proceedings relating to	the			consideration, if		any, nor shall	consideration, if any, nor shall
		forfeiture or disposal of the				his title to the share be affected			his title to the share be affected
		share.				by any irregularity in or			by any irregularity in or
						invalidity of the		proceedings	invalidity of the proceedings
						relating to the forfeiture or			relating to the forfeiture or
						disposal of the share.			disposal of the share.

– V-18 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no. before revision	Before revision Article no. after revision 1	After revision (with marks)
36	The instrument of transfer of any share shall be in writing and in any usual form or in any other form which the directors approve including the standard form of transfer as prescribed by the Stock Exchange and shall be executed by or on behalf of the transferor and by or on behalf of the transferee. If the transferor or transferee is a Clearing House or its nominee, the instrument of transfer shall be executed by hand or by machine imprinted signature(s) or by such other manner of execution as the directors may approve from time to time. The transferor shall be deemed to remain the holder of the share(s) concerned until the name of the transferee is entered in the register in respect thereof. Nothing in these articles shall preclude the directors from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person. 37	Unless otherwise provided by applicablelaws andregulations, the ListingRules and these articles, the ~~The~~instrument of transfer of any share shall be in writing and in any usual form or in any other form which the directors approve including the standard form of transfer as prescribed by the HKSE ~~Stock Exchange~~and shall be executed by or on behalf of the transferor and by or on behalf of the transferee. If the transferor or transferee is a Clearing House or its nominee, the instrument of transfer shall be executed by hand or by machine imprinted signature(s) or by such other manner of execution as the directors may approve from time to time. The transferor shall be deemed to remain the holder of the share(s) concerned until the name of the transferee is entered in the register in respect thereof. Nothing in these articles shall preclude the directors from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some otherperson.
Nil	Nil 44	Holders of RMB ordinary shares may transfer their shares in the Company in the manner permitted by the CSRC, the Shanghai Stock Exchange and the laws of Hong Kong. The specific transfer requirements are subject to relevant regulations (including but not limited to the relevant regulations of the CSRC, the Shanghai Stock Exchange and China Securities Depository and Clearing Corporation Limited).
51.	The Company may by special resolution reduce its share capital in any manner and with, and subject to, and incident authorised, and consent required by law. 53.	The Company may by special resolution reduce its share capital in any manner and with, and subject to, and incident authorised, and consent required by law and regulation.

– V-19 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before	Before revision		after		After revision (with marks)	After revision (clean)
revision			revision	1
52	The Company may exercise any		54		Subject to applicable laws and Subject to applicable laws and
	powers conferred or permitted by the Companies Ordinance or any				regulations and the Listing Rules, the ~~The C~~ompany may regulations and the Listing Rules, the Company may
	other ordinance from time to				~~exercise any powers conferred or~~ purchase or otherwise acquire its
	time to purchase or otherwise				~~permitted by the Companies~~ own shares (including any
	acquire its own shares (including				~~Ordinance or any other~~ redeemable shares), or to give,
	any redeemable shares), or to				~~ordinance from time to time to~~ directly or indirectly, by means
	give, directly or indirectly, by				purchase or otherwise acquire its of a loan, guarantee, the
	means of a loan, guarantee, the				own shares (including any provision of security or
	provision of security or				redeemable shares), or to give, otherwise, financial assistance
	otherwise, financial assistance				directly or indirectly, by means for the purpose of or in
	for the purpose of or in				of a loan, guarantee, the connection with a purchase or
	connection with a purchase or				provision of security or other	acquisition	made or to be
	other acquisition made or to be				otherwise, financial assistance made	by any person of any
	made by any person of any				for the purpose of or in shares in the Company and
	shares in the Company and				connection with a purchase or should the Company purchase or
	should the Company purchase or				other acquisition made or to be otherwise acquire its own shares,
	otherwise acquire	its own shares,			made by any person of any neither the Company nor the
	neither the Company nor the				shares in the Company and directors shall be required to
	directors shall be	required to			should the Company purchase or select	the shares	to be purchased
	select the shares to be purchased				otherwise acquire its own shares, or otherwise acquired rateably or
	or otherwise acquired rateably or				neither the Company nor the in any other particular manner as
	in any other particular manner as				directors shall be required to between the holders of shares of
	between the holders of shares of				select the shares to be purchased the same class or as between
	the same class or	as between			or otherwise acquired rateably or them	and the holders of shares
	them and the holders of shares				in any other particular manner as of any other class or in
	of any other class or in				between the holders of shares of accordance with the rights as to
	accordance with the rights as to				the same class or as between dividends or capital conferred by
	dividends or capital conferred by				them and the holders of shares any class of shares provided
	any class of shares provided				of any other class or in always that any such purchase or
	always that any such purchase or				accordance with the rights as to other	acquisition	or financial
	other acquisition or financial				dividends or capital conferred by assistance shall only be made or
	assistance shall only be made or				any class of shares provided given	in accordance with any
	given in accordance with any				always that any such purchase or relevant rules or		regulations
	relevant rules or regulations				other acquisition or financial issued by the HKSE, the Hong
	issued by the Stock Exchange,				assistance shall only be made or Kong	Securities & Futures
	the Securities & Futures				given in accordance with any Commission, the		Shanghai Stock
	Commission or the relevant regulator or authorities from				relevant rules or regulations issued by the HKSE, ~~Stock~~ Exchange, CSRC or the relevant regulator or authorities from
	time to time in force. For the purpose of this Article, “shares”				~~Exchange ~~the Hong Kong Securities & Futures time to time in force. For the purpose of this Article, “shares”
	includes shares, warrants and				Commission, the Shanghai Stock includes shares, warrants and
	any other securities convertible				Exchange, CSRC or the relevant any other securities convertible
	into shares which	are issued			regulator or authorities from into shares which are issued
	from time to time by the				time to time in force. For the from time to time by the
	Company.				purpose of this Article, “shares” Company.
					includes shares, warrants and
					any other securities convertible
					into shares which are issued
					from time to time by the
					Company.

– V-20 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before		Before revision	after			After revision (with marks)		After revision (clean)
revision			revision	1
Nil	Nil		55		Subject to the provisions of		Subject to the provisions of
					applicable laws and regulations,		applicable laws and regulations,
					the	Listing Rules and these	the Listing Rules and these
					articles, the general meeting of		articles, the general meeting of
					the	Company may exercise the	the Company may exercise the
					following powers:		following		powers:
					(a)	to consider and approve	(a)	to	consider and approve
						the Company’s increase		the Company’s increase
						in the total number of		in	the total number of
						outstanding shares		outstanding shares
						(including issued shares		(including issued shares
						(including preferred		(including preferred
						shares), securities		shares), securities
						convertible into shares,		convertible into shares,
						warrants and other		warrants and other
						securities that affect the		securities that affect the
						Company’s share capital);		Company’s share capital);
					(b)	to cancel any shares that	(b)	to	cancel any shares that
						have not been subscribed		have not been subscribed
						for or agreed to subscribe		for or agreed to subscribe
						for by any person on the		for by any person on the
						date on which the		date on which the
						relevant resolution is		relevant resolution is
						passed;		passed;
					(c)	to appoint and remove	(c)	to	appoint and remove
						any directors (except		any directors (except
						those who may be		those who may be
						appointed and removed		appointed and removed
						by the board of directors		by the board of directors
						as permitted by		as	permitted by
						applicable laws and		applicable laws and
						regulations and these		regulations and these
						articles);		articles);
					(d)	to approve the payment	(d)	to	approve the payment
						of any compensation to		of	any compensation to
						any director or former		any director or former
						director for dismissal or		director for dismissal or
						retirement in addition to		retirement in addition to
						contractual entitlements;		contractual entitlements;
					(e)	to consider and approve	(e)	to	consider and approve
						the Company’s dividend		the Company’s dividend
						distribution plan;		distribution plan;

– V-21 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.		Article no.	Article no.
before	Before revision	after			After revision (with marks)		After revision (clean)
revision		revision	1
				(f)	to consider and approve	(f)	to	consider and approve
					the annual report of the		the annual report of the
					board of directors;		board of directors;
				(g)	to determine fundamental	(g)	to	determine fundamental
					change of the Company’s		change of the Company’s
					business;		business;
				(h)	to make a resolution on	(h)	to	make a resolution on
					the Company’s		the Company’s
					engagement and dismissal		engagement and dismissal
					of the auditor responsible		of	the auditor responsible
					for the annual review;		for the annual review;
				(i)	to consider and approve	(i)	to	consider and approve
					the external guarantees		the external guarantees
					that should be approved		that should be approved
					by the general meeting in		by the general meeting in
					accordance with		accordance with
					applicable laws and		applicable laws and
					regulations and the		regulations and the
					Listing Rules;		Listing Rules;
				(j)	to consider and approve	(j)	to	consider and approve
					the Company’s equity		the Company’s equity
					incentive plan and		incentive plan and
					employee stock		employee stock
					ownership plan;		ownership plan;
				(k)	to consider and approve	(k)	to	consider and approve
					major transactions that		major transactions that
					should be approved by		should be approved by
					the general meeting in		the general meeting in
					accordance with		accordance with
					applicable laws and		applicable laws and
					regulations and the		regulations and the
					Listing Rules;		Listing Rules;
				(l)	to consider and approve	(l)	to	consider and approve
					connected or related		connected or related
					transactions that should		transactions that should
					be approved by the		be	approved by the
					general meeting in		general meeting in
					accordance with		accordance with
					applicable laws and		applicable laws and
					regulations and the		regulations and the
					Listing Rules;		Listing Rules;

– V-22 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.	Article no.		Article no.	Article no.
	before	Before revision	after		After revision (with marks)		After revision (clean)
revision			revision	1
				(m)	to reduce the total	(m)	to reduce the total
					number of outstanding		number of outstanding
					shares of the Company		shares of the Company
					(including any		(including any
					redemption or repurchase		redemption or repurchase
					of shares not covered by		of shares not covered by
					the general mandate		the general mandate
					granted by shareholders		granted by shareholders
					in general meetings),		in general meetings),
					subject to compliance		subject to compliance
					with applicable laws and		with applicable laws and
					regulations, these articles		regulations, these articles
					and other requirements of		and other requirements of
					the Companies		the Companies
					Ordinance;		Ordinance;
				(n)	to approve amendments	(n)	to approve amendments
					to these articles, or to		to these articles, or to
					adopt new articles of		adopt new articles of
					association of the		association of the
					Company;		Company;
				(o)	to consider and approve	(o)	to consider and approve
					the purchase or sale of		the purchase or sale of
					major assets of the		major assets of the
					Company that exceeds		Company that exceeds
					30% of the Company’s		30% of the Company’s
					latest audited total assets		latest audited total assets
					within one year;		within one year;
				(p)	to consider and approve	(p)	to consider and approve
					the change of the use of		the change of the use of
					raised funds that should		raised funds that should
					be approved by the		be approved by the
					general meeting in		general meeting in
					accordance with		accordance with
					applicable laws and		applicable laws and
					regulations, regulatory		regulations, regulatory
					documents and the		documents and the
					Listing Rules;		Listing Rules;
				(q)	to approve the merger,	(q)	to approve the merger,
					division, spin-off,		division, spin-off,
					dissolution, liquidation or		dissolution, liquidation or
					change of corporate form		change of corporate form
					of the Company;		of the Company;

– V-23 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.		Article no.	Article no.
before	Before revision	after		After revision (with marks)			After revision (clean)
revision		revision	1
				(r) to approve any voluntary			(r) to approve any voluntary
				withdrawal of shares			withdrawal of shares
				from the existing stock			from the existing stock
				exchange, and to decide			exchange, and to decide
				not to trade on the			not to trade on the
				existing	stock exchange,		existing stock exchange,
				or to apply for sale		or	or to apply for sale	or
				transfer	on other stock		transfer on other stock
				exchanges;			exchanges;
				(s) to consider and approve			(s) to consider and approve
				other matters that should			other matters that should
				be considered and			be considered and
				approved by the general			approved by the general
				meeting	in accordance		meeting in accordance
				with applicable laws and			with applicable laws and
				regulations, the Listing			regulations, the Listing
				Rules, these articles and			Rules, these articles and
				others.			others.
				To the extent permitted by			To the extent permitted by
				applicable laws	and regulations		applicable laws and regulations
				and the Listing	Rules, the		and the Listing Rules, the
				general meeting may authorise			general meeting may authorise
				the board of directors to exercise			the board of directors to exercise
				relevant powers through			relevant powers through
				appropriate procedures. Where			appropriate procedures. Where
				applicable laws	and regulations		applicable laws and regulations
				and the Listing	Rules allow any		and the Listing Rules allow any
				matters to be approved in the			matters to be approved in the
				form of shareholders’written			form of shareholders’ written
				consent or resolution in lieu of			consent or resolution in lieu of
				the shareholders’general			the shareholders’ general
				meeting, this article shall not be			meeting, this article shall not be
				deemed to require such matters			deemed to require such matters
				to be approved	by the		to be approved by the
				shareholders’general meeting.			shareholders’ general meeting.

– V-24 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.		Article no.	Article no.
before	Before revision	after		After revision (with marks)			After revision (clean)
revision		revision	1
				The matters considered at the			The matters considered at the
				general meeting shall be passed			general meeting shall		be passed
				by ordinary resolutions or			by ordinary resolutions or
				special resolutions as prescribed			special resolutions as		prescribed
				by applicable laws and			by applicable laws and
				regulations, the Listing Rules,			regulations, the Listing Rules,
				these articles		and the rules of	these articles and the		rules of
				procedure	for the general		procedure	for the general
				meeting of the Company.			meeting of the Company.
				Notwithstanding any other			Notwithstanding any other
				provisions	in	these articles,	provisions	in these articles,
				where applicable laws and			where applicable laws and
				regulations, the Listing Rules,			regulations, the Listing Rules,
				these articles		or the rules of	these articles or the rules of
				procedure	of	the general meeting	procedure	of the general meeting
				of the Company require that			of the Company require that
				certain resolutions shall be			certain resolutions shall be
				passed by	the members of the		passed by	the members of the
				Company entitled to vote at the			Company entitled to vote at the
				general meeting in person or (if			general meeting in person or (if
				a proxy is	allowed) by proxy or		a proxy is	allowed) by proxy or
				(if the member is a corporation)			(if the member is a corporation)
				by its duly authorised			by its duly authorised
				representative with not less than			representative with not less than
				two-thirds	of	the votes held by	two-thirds	of the votes held by
				the shareholders present at the			the shareholders present at the
				meeting, such provision shall be			meeting, such provision shall be
				followed.			followed.

– V-25 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before		Before revision	after			After revision (with marks)				After revision (clean)
revision			revision	1
Nil	Nil		56		The	following business may be			The	following business		may be
					transacted by shareholders of the				transacted by shareholders of the
					Company at			a general meeting:	Company at		a general meeting:
					(a)	the matters set out in the			(a)	the matters set out in the
						notice of general meeting				notice of general meeting
						(or any supplement				(or any supplement
						thereof) given by the				thereof) given by the
						board of directors (or any				board of directors (or any
						duly		authorised		duly	authorised
						committee) or at its				committee) or at its
						direction;				direction;
					(b)	the matters referred to the			(b)	the matters referred to the
						general meeting for				general meeting		for
						handling by the board of				handling by the		board of
						directors (or any duly				directors (or any duly
						authorised committee) or				authorised committee) or
						otherwise duly at its				otherwise duly at its
						direction;				direction;
					(c)	the matters related to a			(c)	the matters related to a
						shareholder’s request for				shareholder’s request for
						the Company to circulate				the Company to		circulate
						a resolution for the				a resolution for		the
						annual general meeting in				annual general meeting in
						accordance with Section				accordance with		Section
						615	of the Companies			615 of the Companies
						Ordinance;				Ordinance;

– V-26 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.	Article no.	Article no.	Article no.
before	Before revision	after		After revision (with marks)			After revision (clean)
revision	revision		1
			(d)	provided that	the holding	(d)	provided that the holding
				of the general meeting as			of the general meeting as
				scheduled is not affected,			scheduled is not affected,
				the matters properly			the matters properly
				submitted in accordance			submitted in accordance
				with these articles to the			with these articles to the
				general meeting by the			general meeting by the
				shareholders where the			shareholders where the
				following requirements			following requirements
				are met: (i) all of such			are met: (i) all of such
				shareholders are the			shareholders are the
				shareholders of the			shareholders of the
				Company recorded in the			Company recorded in the
				register and individually			register and individually
				or jointly hold 3%			or jointly hold 3%
				(inclusive) or	more of the		(inclusive) or more of the
				total number of voting			total number of voting
				shares issued	by the		shares issued by the
				Company when they put			Company when they put
				forward the proposal to			forward the proposal to
				the Company	in		the Company in
				accordance with these			accordance with these
				articles or other			articles or other
				regulations of the			regulations of the
				Company and when the			Company and when the
				date for determining the			date for determining the
				right to vote at the			right to vote at the
				relevant general meeting			relevant general meeting
				is recorded, and (ii) the			is recorded, and (ii) the
				proposal is submitted to			proposal is submitted to
				the board of directors in			the board of directors in
				writing 10 days prior to			writing 10 days prior to
				the general meeting; and			the general meeting; and
			(e)	any other matters to be		(e)	any other matters to be
				approved at any general			approved at any general
				meeting in accordance			meeting in accordance
				with applicable laws and			with applicable laws and
				regulations and the			regulations and the
				Listing Rules.			Listing Rules.

– V-27 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.				Article	no.
before			Before revision	after		After revision	(with marks)		After revision (clean)
revision				revision	1
53	The Company shall, in respect of			57		In addition to any other general			In addition to any other general
	each	financial year of the				meeting, the Company is			meeting, the Company is
	Company,		hold a general			required by laws	and regulations		required by laws and regulations
	meeting as its annual general meeting in accordance with the					to hold a general meeting as an annual general meeting in ~~The~~			to hold a general meeting as an annual general meeting in each
	requirements of the Companies					~~Company shall, in respect of~~			financial year of the Company,
	Ordinance		in addition to any			each financial year of the			and the notice of convening	the
	other	meetings in that year, and				Company, ~~hold a ~~	~~general~~		meeting shall specify the
	shall	specify the meeting as such				~~meeting as its annual general~~			convening of the annual general
	in the notices calling it. All					~~meeting in accordance with the~~			meeting. The annual general
	general meetings other than					~~requirements of the Companies~~			meeting should be held within
	annual general meetings shall be					~~Ordinance in addition to any~~			six months after the end of each
	called extraordinary general					~~other meetings in that year, a~~nd			financial year. All general
	meetings.					the notice of convening the			meetings other than annual
						meeting shall specify the			general meetings shall be called
						convening of the	annual general		extraordinary general meetings.
						meeting. The annual general
						meeting should be held within
						six months after the end of each
						financial year ~~meeting as such in~~
						~~the notices calling it.~~All general
						meetings other than annual
						general meetings	shall be called
						extraordinary general meetings.
Nil	Nil			58		The board may convene a			The board may convene a
						general meeting when they deem			general meeting when they deem
						appropriate, or may convene a			appropriate, or may convene a
						general meeting upon request by			general meeting upon request by
						shareholders in accordance with			shareholders in accordance with
						the Ordinance. The shareholders			the Ordinance. The shareholders
						who individually	or jointly hold		who individually or jointly hold
						5% or more of the voting shares			5% or more of the voting shares
						issued by the Company have the			issued by the Company have the
						right to request the board of			right to request the board of
						directors to convene a general			directors to convene a general
						meeting and add	resolutions	to	meeting and add resolutions	to
						the meeting agenda, on a one			the meeting agenda, on a one
						vote per share basis.			vote per share basis.

– V-28 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before	Before revision		after		After revision (with marks)	After revision (clean)
revision			revision	1
54	The directors may, if they		59		The ~~directors may, if they~~	The general meetings can be
	thought fit, convene	a general			~~thought fit, convene a ~~general	held in two or more places,
	meeting at two or more places using technology that enables members attending the meeting				~~meetingm~~eetings ~~at c~~an be held in two or more places, using technology so that ~~enables~~	using technology so that shareholders who are not in the same place can listen, speak and
	to exercise their right to listen, speak and vote at the meeting.				~~members attending s~~hareholders who are not in the same place can ~~meeting to exercise their~~	vote at the meeting. Specifically, the directors may, at their absolute discretion, designate a
					~~right to l~~isten, speak and vote at	general meeting to be held in the
					the meeting. Specifically, the	form of a physical meeting, a
					directors may, at their absolute	hybrid meeting or an electronic
					discretion, designate a general	meeting. The	board of directors
					meeting to be held in the form	shall, in accordance with the
					of a physical meeting, a hybrid	provisions of	applicable laws
					meeting or an electronic	and regulations, the Listing
					meeting. The board of directors	Rules and these articles, provide
					shall, in accordance with the	convenient means for
					provisions of applicable laws	shareholders to participate in a
					and regulations, the Listing	general meeting by adopting a
					Rules and these articles, provide	safe, economical and convenient
					convenient means for	network-based mean or other
					shareholders to participate in a	means.
					general meeting by adopting a
					safe, economical and convenient
					network-based mean or other
					means.
55	The directors may, whenever		Nil		~~The directors may, whenever~~	Nil
	they think fit, convene an				~~they think fit, convene an~~
	extraordinary general meeting,				~~extraordinary general meeting,~~
	and extraordinary general				~~and extraordinary general~~
	meetings shall also be convened				~~meetings shall also be convened~~
	on such requisition, or in				~~on such requisition, or in~~
	default, may be convened by				~~default, may be convened by~~
	such requisitionists, as provided				~~such requisitionists, as provided~~
	by the Companies Ordinance. If				~~by the Companies Ordinance. If~~
	at any time there are	not within			~~at any time there are not within~~
	Hong Kong sufficient directors				~~Hong Kong sufficient directors~~
	capable of acting to form a				~~capable of acting to form a~~
	quorum, any director	or any two			~~quorum, any director or any two~~
	or more members of	the			~~or more members of the~~
	Company representing at least				~~Company representing at least~~
	10% of the total voting rights of				~~10% of the total voting rights of~~
	all members having a right to				~~all members having a right to~~
	vote at general meetings, may				~~vote at general meetings, may~~
	convene an extraordinary general				~~convene an extraordinary general~~
	meeting in the same	manner as			~~meeting in the same manner as~~
	nearly as possible, as that in				~~nearly as possible, as that in~~
	which meetings may	be			~~which meetings may be~~
	convened by the directors.				~~convened by the directors.~~

– V-29 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before	Before revision		after		After revision (with marks)	After revision (clean)
revision			revision	1
56	Subject to the provisions of the		60		Subject to the provisions of the Subject to the provisions of the
	Companies Ordinance, an annual				Companies Ordinance, an annual Companies Ordinance, an annual
	general meeting shall be called				general meeting shall be called general meeting		shall be called
	by notice in writing of at least				by notice in writing of at least by notice in writing of at least
	twenty-one clear days (or such				twenty-one clear days (or such twenty-one clear days (or such
	longer period as may be required				longer period as may be required longer period as may be required
	by the Listing Rules), and an				by the Listing Rules), and an by the Listing Rules), and an
	extraordinary general meeting				extraordinary general meeting extraordinary general meeting
	shall be called by	notice in			shall be called by notice in shall	be called by notice in
	writing of at least	fourteen clear			writing of at least fourteen clear writing of at least fourteen clear
	days (or such longer period as				days (or such longer period as days	(or such longer period as
	may be required by the Listing Rules), shall be given in the				may be required by the Listing Rules or Companies Ordinance)~~,~~ may be required by the Listing Rules or Companies Ordinance).
	manner mentioned	in these			~~shall be given in the manner~~ The notice shall		specify the
	Articles to all members, to the				~~mentioned in these Articles to all~~ place, the day and the time of
	directors and to the Auditors.				~~members, to the directors and to~~ meeting (and if		the meeting is to
	The notice shall specify the				~~the Auditors.~~ The notice shall be held in 2 or more places, the
	place, the day and	the time of			specify the place, the day and principal meeting venue and the
	meeting (and if the meeting is to				the time of meeting (and if the other meeting location(s)), the
	be held in 2 or more places, the				meeting is to be held in 2 or agenda and details of the
	principal place of the meeting				more places, the principal ~~place~~ resolution and the general nature
	and the other place or places of the meeting) and, in the case of special business the general				~~of the meeting m~~eeting venue and the other meeting location(s)), ~~place or places of~~ of such business, and in the case of an annual general meeting shall specify the meeting as
	nature of such business, and in the case of an annual general meeting shall specify the				~~the meeting) and, in t~~he agenda and details ~~case ~~of the resolution and ~~special business ~~the general such. If a resolution (whether or not a special resolution) is intended to be moved at the
	meeting as such. If a resolution				nature of such business, and in meeting, the notice must include
	(whether or not a special				the case of an annual general notice of the resolution, and
	resolution) is intended to be				meeting shall specify the include or be accompanied by a
	moved at the meeting, the notice				meeting as such. If a resolution statement containing any
	must include notice of the				(whether or not a special information or explanation that
	resolution, and include or be				resolution) is intended to be is reasonably necessary to
	accompanied by a	statement			moved at the meeting, the notice indicate the purpose of the
	containing any information or				must include notice of the resolution. Notice of a general
	explanation that is	reasonably			resolution, and include or be meeting shall be given to such
	necessary to indicate the purpose				accompanied by a statement persons as are, under these
	of the resolution. Notice of a				containing any information or articles, entitled		to receive such
	general meeting shall be given to				explanation that is reasonably notices from the Company. For
	such persons as are, under these				necessary to indicate the purpose notice of a general meeting,
	articles, entitled to receive such				of the resolution. Notice of a there shall appear on every such
	notices from the Company. For				general meeting shall be given to notice with reasonable
	notice of a general meeting,				such persons as are, under these prominence a statement that a
	there shall appear	on every such			articles, entitled to receive such member entitled to attend and
	notice with reasonable				notices from the Company. For vote	is entitled to appoint one or
	prominence a statement that a				notice of a general meeting, more proxies to		attend and, on a
	member entitled to attend and				there shall appear on every such poll,	vote instead of him and
	vote is entitled to	appoint one or			notice with reasonable that a proxy need not be a
	more proxies to attend and, on a				prominence a statement that a member of the Company.
	poll, vote instead of him and				member entitled to attend and
	that a proxy need not be a				vote is entitled to appoint one or
	member of the Company.				more proxies to attend and, on a
					poll, vote instead of him and
					that a proxy need not be a
					member of the Company.

– V-30 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before	Before revision		after		After revision (with marks)			After revision (clean)
revision			revision	1
	Subject to the provisions of the				Subject to the provisions of the	Subject to the provisions of the
	Companies Ordinance, a meeting				Companies Ordinance, a meeting	Companies Ordinance, a meeting
	of the Company shall,				of the Company shall,	of the Company shall,
	notwithstanding that it is called				notwithstanding that it is called	notwithstanding that it is called
	by shorter notice than that				by shorter notice than that	by shorter notice than that
	specified in this Article, be				specified in this Article, be	specified in this Article, be
	deemed to have been	duly called			deemed to have been duly called	deemed to have been duly called
	if it so agreed:				if it so agreed:	if	it so agreed:
	(a) in the case of	an annual			(a) in the case of an annual	(a)		in the	case of an annual
	general meeting, by all				general meeting, by all			general meeting, by all
	the members entitled to				the members entitled to			the members entitled to
	attend and vote thereat;				attend and vote thereat;			attend and vote thereat;
	and				and			and
	(b) in the case of	any other			(b) in the case of any other	(b)		in the	case of any other
	meeting, by a	majority in			meeting, by a majority in			meeting, by a majority in
	number of the members				number of the members			number of the members
	having a right	to attend			having a right to attend			having a right to attend
	and vote at the meeting,				and vote at the meeting,			and vote at the meeting,
	being a majority together				being a majority together			being	a majority together
	holding not less than				holding not less than			holding not less than
	ninetyfive per	cent of the			ninetyfive per cent of the			ninetyfive per cent of the
	total voting rights at the				total voting rights at the			total voting rights at the
	meeting of all	the			meeting of all the			meeting of all the
	members.				members.			members.
58	All business shall be	deemed	Nil		~~All business shall be deemed~~	Nil
	special that is transacted at an				~~special that is transacted at an~~
	extraordinary general	meeting.			~~extraordinary general meeting.~~
	All business that is transacted at				~~All business that is transacted at~~
	an annual general meeting shall				~~an annual general meeting shall~~
	also be deemed special, with the				~~also be deemed special, with the~~
	exception of declaring dividends,				~~exception of declaring dividends,~~
	the consideration of the				~~the consideration of the~~
	accounts, balance sheet, and the				~~accounts, balance sheet, and the~~
	reports of the directors and				~~reports of the directors and~~
	auditors and other documents				~~auditors and other documents~~
	required to be annexed to the				~~required to be annexed to the~~
	balance sheet, the appointment				~~balance sheet, the appointment~~
	of directors in the place of those				~~of directors in the place of those~~
	retiring (whether by rotation or				~~retiring (whether by rotation or~~
	otherwise) and the reappointment				~~otherwise) and the reappointment~~
	of the retiring auditors (where				~~of the retiring auditors (where~~
	special notice of the resolution				~~special notice of the resolution~~
	for such reappointment is not				~~for such reappointment is not~~
	required by the Companies				~~required by the Companies~~
	Ordinance) and the fixing of the				~~Ordinance) and the fixing of the~~
	remuneration of the auditors and				~~remuneration of the auditors and~~
	of the directors.				~~of the directors.~~

– V-31 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before	Before revision		after		After revision (with marks)	After revision (clean)
revision			revision	1
60	If a quorum is not present within		63		If a quorum is not present within If a	quorum is	not present within
	half an hour after the time				half an hour after the time half an hour after the time
	appointed for holding the				appointed for holding the appointed for holding the
	meeting, the meeting, if				meeting, the meeting, if meeting, the meeting, if
	convened on the requisition of or				convened on the requisition of or convened on the requisition of or
	by members, shall be dissolved.				by members, shall be dissolved. by members, shall be dissolved.
	In any other case it	shall stand			In any other case it shall stand In any other case it shall stand
	adjourned to the same day in the				adjourned to the same day in the adjourned to the same day in the
	next week at the same time and place(s), or to such day, time				next week at the same time and (if applicable) the same place~~(s),~~ next week at the same time and (if applicable) the same place, or
	and place as the directors may				or to such day, time and place (if to such day, time and (if
	determine. If at the	adjourned			applicable) as the directors may applicable) place as the directors
	meeting a quorum is not present				determine. If at the adjourned may determine. If at the
	within thirty minutes after the				meeting a quorum is not present adjourned meeting a quorum is
	time appointed for holding the				within thirty minutes after the not	present within thirty minutes
	meeting, the member or members				time appointed for holding the after the time appointed for
	present in person or by proxy or				meeting, the member or members holding the meeting, the member
	a duly authorised representative				present in person or by proxy or or members present in person or
	of a corporation which is a				a duly authorised representative by proxy or a duly authorised
	member shall be a quorum and				of a corporation which is a representative of a corporation
	may transact the business for				member shall be a quorum and which is a member shall be a
	which the meeting was called.				may transact the business for quorum and may transact the
					which the meeting was called. business for which the meeting
					was	called.
63	Without prejudice to any other		66		Without prejudice to any other Without prejudice to any other
	power of adjournment he may				power of adjournment he may power of adjournment he may
	have under these articles or at				have under applicable laws and have under applicable laws and
	common law, the chairman may,				regulations, the Listing Rules, or regulations, the Listing Rules, or
	with the consent of	a meeting at			these articles ~~or at common law,~~ these articles, the chairman may,
	which a quorum is	present (and			the chairman may, with the with the consent of a meeting at
	shall if so directed	by the			consent of a meeting at which a which a quorum is present (and
	meeting), adjourn the meeting				quorum is present (and shall if shall if so directed by the
	from time to time and from				so directed by the meeting), meeting), adjourn the meeting
	place(s) to place(s), but no				adjourn the meeting from time to from time to time and from
	business shall be transacted at an				time and from place(s) to place(s) to place(s), but no
	adjourned meeting other than				place(s), but no business shall be business shall be transacted at an
	business which might properly				transacted at an adjourned adjourned meeting other than
	have been transacted at the				meeting other than business business which		might properly
	meeting had the adjournment not				which might properly have been have been transacted at the
	taken place. When a meeting is				transacted at the meeting had the meeting had the adjournment not
	adjourned for 30 days or more,				adjournment not taken place. taken place. When a meeting is
	notice of the adjourned meeting				When a meeting is adjourned for adjourned for 30 days or more,
	shall be given as in the case of				30 days or more, notice of the notice of the adjourned meeting
	an original notice. Save as				adjourned meeting shall be given shall be given as in the case of
	aforesaid, it shall not be				as in the case of an original an original notice. Save as
	necessary to give any notice of				notice. Save as aforesaid, it shall aforesaid, it shall not be
	an adjourned meeting or the				not be necessary to give any necessary to give any notice of
	business to be transacted thereat.				notice of an adjourned meeting an adjourned meeting or the
					or the business to be transacted business to be transacted thereat.
					thereat.

– V-32 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.		Article no.	Article no.	Article no.
before		Before revision	after		After revision (with marks)		After revision (clean)
revision		revision		1
Nil	Nil		67	Subject to the generality of		Subject to the generality of
				Article 59 of these articles, the		Article 59 of these articles, the
				board of directors may, at its		board of directors may, at its
				sole discretion, arrange for		sole discretion, arrange for
				persons entitled to attend general		persons entitled to attend general
				meetings to attend and		meetings to attend and
				participate in general meetings		participate in general meetings
				by electronic means at one or		by electronic means at one or
				more location(s) designated by		more location(s) designated by
				the	board of directors at its sole	the	board of directors at its sole
				discretion from time to time.		discretion from time to time.
Nil	Nil		68	All	general meetings are subject	All	general meetings are subject
				to the following:		to the following:
				(a)	Aphysical or hybrid	(a)	A physical or hybrid
					meeting will be deemed		meeting will be deemed
					to have commenced if it		to have commenced if it
					has already commenced		has already commenced
					at the principal meeting		at the principal meeting
					venue;		venue;
				(b)	A member in person (if	(b)	A member in person (if
					the member is a		the member is a
					corporation, by its duly		corporation, by its duly
					authorised representative)		authorised representative)
					or by proxy:		or by proxy:
					(i) attending and		(i) attending and
					participating in a		participating in a
					physical meeting		physical meeting
					or hybrid meeting		or hybrid meeting
					at one meeting		at one meeting
					location; and/or		location; and/or
					(ii) attending and		(ii) attending and
					participating in an		participating in an
					electronic general		electronic general
					meeting or hybrid		meeting or hybrid
					meeting through		meeting through
					electronic means		electronic means

– V-33 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.		Article no.	Article no.
before	Before revision	after		After	revision (with marks)		After revision (clean)
revision		revision	1
					shall be deemed to		shall be deemed to
					be present at and		be present at and
					counted in the		counted in the
					quorum of the		quorum of the
					meeting, and shall		meeting, and shall
					be entitled to vote		be entitled to vote
					at the meeting,		at the meeting,
					and the meeting		and the meeting
					shall be duly		shall be duly
					convened and its		convened and its
					proceedings shall		proceedings shall
					be valid, provided		be valid, provided
					that the chairman		that the chairman
					of the	meeting	of the	meeting
					shall be satisfied		shall be satisfied
					that sufficient		that sufficient
					electronic means		electronic means
					are available		are available
					during	the meeting	during	the meeting
					to ensure that		to ensure that
					members and/or		members and/or
					proxies at all		proxies at all
					meeting locations		meeting locations
					and members		and members
					and/or	proxies	and/or	proxies
					through electronic		through electronic
					means	attending	means	attending
					an electronic		an electronic
					general meeting or		general meeting or
					hybrid	meeting are	hybrid	meeting are
					able to participate		able to participate
					in the business of		in the business of
					the meeting held		the meeting held
					for this purpose;		for this purpose;

– V-34 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.		Article no.	Article no.
before	Before revision	after			After revision (with marks)		After revision (clean)
revision		revision	1
				(c)	If members and/or	(c)	If members and/or
					proxies participate in the		proxies participate in the
					meeting by being present		meeting	by being present
					at one of the meeting		at one of the meeting
					locations, and/or if		locations, and/or if
					members and/or proxies		members and/or proxies
					participate in an		participate in an
					electronic general		electronic general
					meeting or hybrid		meeting	or hybrid
					meeting through		meeting	through
					electronic means, but the		electronic means, but the
					electronic means or		electronic means or
					communication equipment		communication equipment
					fail to function for any		fail to function for any
					reason, or any other		reason, or any other
					arrangements fail to		arrangements fail to
					enable persons at the		enable persons at the
					meeting locations other		meeting	locations other
					than the principal meeting		than the	principal meeting
					venue to participate in		venue to participate in
					the business of the		the business of the
					meeting, or (in the case		meeting, or (in the case
					of an electronic general		of an electronic general
					meeting or hybrid		meeting	or hybrid
					meeting) notwithstanding		meeting) notwithstanding
					sufficient electronic		sufficient electronic
					means provided by the		means provided by the
					Company, but one or		Company, but one or
					more members and/or		more members and/or
					proxies fail to access or		proxies fail to access or
					continue to access the		continue	to access the
					electronic means, the		electronic means, the
					validity of the meeting or		validity of the meeting or
					the resolutions passed or		the resolutions passed or
					any business conducted at		any business conducted at
					the meeting or any action		the meeting or any action
					taken pursuant to such		taken pursuant to such
					business will not be		business	will not be
					affected thereby, provided		affected	thereby, provided
					that a sufficient quorum		that a sufficient quorum
					is present during the		is present during the
					meeting; and		meeting; and
				(d)	References in these	(d)	References in these
					articles to the provisions		articles to the provisions
					relating to the service and		relating to the service and
					giving of notices of		giving of notices of
					general meetings and the		general meetings and the
					time of delivery of letters		time of delivery of letters
					of proxy shall be based		of proxy shall be based
					on the date and time in		on the date and time in
					Hong Kong.		Hong Kong.

– V-35 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before		Before revision	after		After revision (with marks)			After revision (clean)
revision			revision	1
Nil	Nil		69		The board of directors and (at			The board of directors and (at
					any general meeting) the			any general meeting) the
					chairman of the meeting may			chairman of the meeting may
					from time to time at its sole			from time to time at its sole
					discretion make appropriate			discretion make appropriate
					arrangements (including but not			arrangements (including but not
					limited to issuing tickets or			limited to issuing tickets or
					certain other identification			certain other identification
					methods, passwords,			methods, passwords,
					reservations, electronic voting		or	reservations, electronic voting	or
					other methods) for	the		other methods) for the
					management of attendance and/or			management of attendance and/or
					participation and/or voting at any			participation and/or voting at any
					meeting location and/or (in the			meeting location and/or (in the
					case of an electronic general			case of an electronic general
					meeting or hybrid meeting)			meeting or hybrid meeting)
					through electronic means, and			through electronic means, and
					may change any such			may change any such
					arrangements from	time to time,		arrangements from time to time,
					provided that members entitled			provided that members entitled
					to attend the general meeting or			to attend the general meeting or
					adjourned meeting	shall have the		adjourned meeting shall have the
					right to attend and	participate	in	right to attend and participate	in
					the meeting in person (if the			the meeting in person (if the
					member is a corporation, by its			member is a corporation, by its
					duly authorised representative)			duly authorised representative)
					or by proxy at a meeting			or by proxy at a meeting
					location or through electronic			location or through electronic
					means; and the right of any			means; and the right of any
					member to attend the general			member to attend the general
					meeting or adjourned meeting		at	meeting or adjourned meeting	at
					relevant meeting location or			relevant meeting location or
					through electronic means will		be	through electronic means will	be
					subject to any relevant			subject to any relevant
					arrangements which may be in			arrangements which may be in
					force at the time and those			force at the time and those
					specified in the notice of the			specified in the notice of the
					meeting or adjourned meeting		as	meeting or adjourned meeting	as
					applicable to that meeting.			applicable to that meeting.

– V-36 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before		Before revision	after			After revision (with marks)		After revision (clean)
revision			revision	1
Nil	Nil		70		If the chairman of a general		If the	chairman of a general
					meeting (or, if there is no		meeting (or, if there is no
					chairman, the board of directors)		chairman, the board of directors)
					considers:		considers:
					(a)	in the case of a physical	(a)	in the case of a physical
						meeting or a hybrid		meeting or a hybrid
						meeting, the electronic		meeting, the electronic
						means available for		means available for
						attendance at the		attendance at the
						principal meeting venue		principal meeting venue
						or other meeting location		or other meeting location
						are insufficient for the		are insufficient for the
						purposes set out in		purposes set out in
						Article 67 of these		Article 67 of these
						articles or otherwise		articles or otherwise
						insufficient to enable the		insufficient to enable the
						meeting to be conducted		meeting to be conducted
						substantially in		substantially in
						accordance with the		accordance with the
						provisions contained in		provisions contained in
						the notice of the meeting;		the notice of the meeting;
					(b)	in the case of an	(b)	in the case of an
						electronic general		electronic general
						meeting or hybrid		meeting or hybrid
						meeting, the electronic		meeting, the electronic
						means provided by the		means provided by the
						Company are insufficient;		Company are insufficient;
					(c)	it is impossible or	(c)	it is	impossible or
						practicable to ascertain		practicable to ascertain
						the views of those present		the views of those present
						or to give all persons		or to give all persons
						entitled to communicate		entitled to communicate
						and/or vote at the		and/or vote at the
						meeting a reasonable		meeting a reasonable
						opportunity to do so; or		opportunity to do so; or
					(d)	the occurrence of	(d)	the occurrence of
						violence or threats of		violence or threats of
						violence, misconduct or		violence, misconduct or
						other disturbances at the		other disturbances at the
						meeting makes it		meeting makes it
						impossible or practicable		impossible or practicable
						to ensure the proper and		to ensure the proper and
						orderly conduct of the		orderly conduct of the
						meeting,		meeting,

– V-37 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before		Before revision	after	After revision		(with marks)	After revision (clean)
revision			revision	1
				then without prejudice to any			then without prejudice to any
				other	powers the	chairman or the	other powers the	chairman or the
				board may have under these			board may have under these
				articles or at common law, the			articles or at common law, the
				chairman or the board may, at its			chairman or the board may,		at its
				absolute discretion, adjourn the			absolute discretion, adjourn		the
				meeting (including adjournment			meeting (including adjournment
				indefinitely), before or after the			indefinitely), before or after		the
				commencement of the meeting,			commencement of the meeting,
				without the consent of the			without the consent of the
				general meeting,		regardless of	general meeting,	regardless	of
				whether the general meeting has			whether the general meeting has
				a sufficient quorum.All matters			a sufficient quorum. All matters
				handled at the meeting until the			handled at the meeting until the
				adjournment are		valid.	adjournment are	valid.
				Adjournment is subject to the			Adjournment is subject to the
				provisions of Article 66 of these			provisions of Article 66 of these
				articles regarding notice of			articles regarding notice of
				adjournment.			adjournment.
Nil	Nil		71	Subject toArticles 67 to 70 of			Subject to Articles 67 to 70		of
				these	articles, a physical meeting		these articles, a physical meeting
				may also be held by telephone,			may also be held by telephone,
				electronic or other means of			electronic or other means of
				communication which allows all			communication which allows all
				persons participating in the			persons participating in the
				meeting to communicate with			meeting to communicate with
				each other simultaneously and			each other simultaneously and
				instantaneously, and participation			instantaneously, and participation
				in such meeting will constitute			in such meeting will constitute
				physical attendance at the			physical attendance at the
				meeting.			meeting.

– V-38 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.	Article no.			Article no.	Article no.
before		Before revision		after		After revision (with marks)			After revision (clean)
revision				revision	1
	64	Subject to the rules prescribed		72		~~Subject to the rules prescribed~~		At any general meeting, the
		by the Stock Exchange from				~~by the Stock Exchange from~~		shareholders may speak and vote
		time to time, any vote of shareholders at a general				~~time to time A~~t any general meeting, ~~any vote of ~~the		in respect of any resolutions. However, if permitted by the
		meeting shall be taken by poll				shareholders ~~at a general~~		Listing Rules of the relevant
		except where the chairman, in				~~meeting shall be taken by poll~~		stock	exchange, the chairman of
		good faith, decides to allow a resolution which relates purely				may speak and vote in respect of any resolutions. ~~except where~~		the general meeting may in good faith, allow a resolution which
		to a procedural or administrative				However, if permitted by the		relates purely to a procedural or
		matter to be voted on by a show				Listing Rules of the relevant		administrative matter to be
		of hands. For the purposes of				stock exchange, the chairman	of	decided by a show of hands. For
		these articles, procedural and				the general meeting may in good		purposes of these articles,
		administrative matters are those				faith, ~~decides to ~~allow a		procedural and administrative
		that (i) are not on the agenda of				resolution which relates purely		matters are those that (i) are not
		the general meeting or in any				to a procedural or administrative		on the agenda of the general
		supplementary circular that may be issued by the Company to its				matter to be ~~voted on ~~decided by a show of hands. For ~~the~~		meeting or in any supplementary circular that may be issued by
		members; and (ii) relate to the				purposes of these articles,		the Company to its Members;
		chairman’s duties to maintain the				procedural and administrative		and (ii) relate to the chairman’s
		orderly conduct of the meeting				matters are those that (i) are not		duties	to maintain the orderly
		and/or allow the business of	the			on the agenda of the general		conduct of the meeting and/or
		meeting to be properly and				meeting or in any supplementary		allow	the business of the
		effectively dealt with, whilst				circular that may be issued by		meeting to be properly and
		allowing all members a reasonable opportunity to				the Company to its Members~~members;~~ and (ii) relate		effectively dealt with, whilst allowing all Members a
		express their views.				to the chairman’s duties to		reasonable opportunity to
						maintain the orderly conduct of		express their views.
						the meeting and/or allow the
						business of the meeting to be
						properly and effectively dealt
						with, whilst allowing all
						Members~~members a~~ reasonable
						opportunity to express their
						views.
	65	On any resolution where a vote		73		On any resolution where a vote		On any resolution where a vote
		is not required under the				is not required under the		is not	required under applicable
		Companies Ordinance, the				applicable laws and regulations		laws and regulations, the Listing
		Listing Rules or these articles to				~~Companies Ordinance,~~ the		Rules	or these articles to be held
		be held on a poll, a poll may be				Listing Rules or these articles to		on a poll, a poll may be
		demanded before or on the				be held on a poll, a poll may	be	demanded before or on the
		declaration of the result of the				demanded before or on the		declaration of the result of the
		show of hands:				declaration of the result of the		show	of hands:
						show of hands:
		...						...
						...

– V-39 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.				Article no.	Article no.
before		Before revision		after			After revision (with marks)		After revision (clean)
revision				revision	1
70	(a)	Subject to the provisions		78		(a)	Subject to the provisions	(a)	Subject	to the provisions
		of the Companies					of ~~the Companies~~		of applicable laws and
		Ordinance and the Listing Rules, a resolution in					~~Ordinance a~~pplicable laws and regulations and		regulations and the Listing Rules, a
		writing signed by all the					the Listing Rules, a		resolution in writing
		members who on the date					resolution in writing		signed by all the
		of circulation of the					signed by all the		members who on the date
		resolution in writing are					members who on the date		of circulation of the
		entitled to attend and					of circulation of the		resolution in writing are
		vote at general meetings					resolution in writing are		entitled	to attend and
		shall be as valid and					entitled to attend and		vote at	general meetings
		effective as if the same					vote at general meetings		shall be as valid and
		had been passed at a					shall be as valid and		effective as if the same
		general meeting of the					effective as if the same		had been passed at a
		Company duly convened					had been passed at a		general	meeting of the
		and held. A	written notice				general meeting of the		Company duly convened
		of confirmation of such					Company duly convened		and held. A written notice
		resolution in writing					and held. A written notice		of confirmation of such
		signed by or on behalf of					of confirmation of such		resolution in writing
		a member shall be					resolution in writing		signed by or on behalf of
		deemed to be his					signed by or on behalf of		a member shall be
		signature to	such				a member shall be		deemed	to be his
		resolution in writing for					deemed to be his		signature to such
		the purposes of this					signature to such		resolution in writing for
		Article. Such resolution					resolution in writing for		the purposes of this
		in writing may consist of					the purposes of this		Article.	Such resolution
		several documents each					Article. Such resolution		in writing may consist of
		signed by or on behalf of					in writing may consist of		several	documents each
		one or more	members. A				several documents each		signed by or on behalf of
		resolution which is signed					signed by or on behalf of		one or more members. A
		and sent by	a member by				one or more members. A		resolution which is signed
		facsimile message or					resolution which is signed		and sent by a member by
		other electronic means					and sent by a member by		facsimile message or
		shall be treated as being					facsimile message or		other electronic means
		signed by him for the					other electronic means		shall be treated as being
		purpose of this Article.					shall be treated as being		signed by him for the
							signed by him for the		purpose of this Article.
	(b)	Notwithstanding any					purpose of this Article.
		provisions contained in						(b)	Notwithstanding any
		these Articles, a				(b)	Notwithstanding any		provisions contained in
		resolution in writing shall not be passed for the					provisions contained in these articles~~Articles,~~ a		these articles, a resolution in writing shall not be
		purpose of removing a					resolution in writing shall		passed for the purpose of
		director before the					not be passed for the		removing a director
		expiration of the					purpose of removing a		before the expiration of
		director’s term of office					director before the		the director’s term of
		or for the purpose of					expiration of the		office or for the purpose
		removing the auditors					director’s term of office		of removing the auditors
		before the end of the					or for the purpose of		before the end of the
		auditor’s term of office.					removing the auditors		auditor’s term of office.
							before the end of the
							auditor’s term of office.

– V-40 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before	Before revision		after		After revision (with marks)	After revision (clean)
revision			revision	1
71	Where any member is, under the		79		Where any member is, under the Where any member is, under the
	Listing Rules, required to abstain from voting on any particular				~~Listing Rules r~~ules prescribed by the HKSE and the Shanghai rules prescribed by the HKSE and the Shanghai Stock
	resolution or restricted to voting				Stock Exchange from time to Exchange from time to time,
	only for or only against any				time, required to abstain from required to abstain from voting
	particular resolution, any votes				voting on any particular on any particular resolution or
	cast by or on behalf of such				resolution or restricted to voting restricted to voting only for or
	shareholder in contravention of				only for or only against any only	against any	particular
	such requirement or restriction				particular resolution, any votes resolution, any votes cast by or
	shall not be counted.				cast by or on behalf of such on behalf of such shareholder in
					shareholder in contravention of contravention of		such
					such requirement or restriction requirement or restriction shall
					shall not be counted. not be counted.
Nil	Nil		80		Shareholders have the right to Shareholders have the right to
					supervise the Company’s supervise the Company’s
					business operations and make business operations and make
					suggestions or inquiries in suggestions or inquiries in
					accordance with applicable laws accordance with		applicable laws
					and regulations, the Listing and regulations,		the Listing
					Rules and these articles. Rules and these		articles.
					Directors and officers shall Directors and officers shall
					provide explanations on provide explanations on
					reasonable inquiries and reasonable inquiries and
					suggestions of shareholders at suggestions of shareholders at
					the general meeting. the general meeting.
77	No objection shall be raised to		86		Subject to the rules prescribed Subject to the rules prescribed
	the qualification of any voter or				by the Stock Exchange and the by the Stock Exchange and the
	to the counting of, or failure to				CSRC from time to time, only CSRC from time to time, only
	count, any vote, except at the				the persons registered as the persons registered as
	meeting or adjourned meeting at				shareholders of the Company on shareholders of the Company on
	which the vote objected to is				the record date of any general the record date of any general
	given or tendered. Subject to any				meeting are entitled to vote at meeting are entitled to vote at
	objection made in	due time,			such meeting. No objection shall such	meeting. No objection shall
	every vote counted and not				be raised to the qualification of be raised to the qualification of
	disallowed at the meeting shall				any voter or to the counting of, any voter or to the counting of,
	be valid and every vote				or failure to count, any vote, or failure to count, any vote,
	disallowed or not	counted			except at the meeting or except at the meeting or
	whether given personally or by				adjourned meeting at which the adjourned meeting at which the
	proxy shall be invalid. Any				vote objected to is given or vote objected to		is given or
	objection as to voting made in				tendered. Subject to any tendered. Subject to any
	due time shall be	referred to the			objection made in due time, objection made in due time,
	chairman whose decision shall				every vote counted and not every vote counted and not
	be final and conclusive.				disallowed at the meeting shall disallowed at the meeting shall
					be valid and every vote be valid and every vote
					disallowed or not counted disallowed or not counted
					whether given personally or by whether given personally or by
					proxy shall be invalid. Any proxy shall be invalid. Any
					objection as to voting made in objection as to voting made in
					due time shall be referred to the due time shall be referred to the
					chairman whose decision shall chairman whose		decision shall
					be final and conclusive. be final and conclusive.

– V-41 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before	Before	revision	after	After revision (with marks)			After revision (clean)
revision			revision	1
78	On a poll votes	may be given	87	Subject to the rules prescribed			Subject to the rules prescribed
	either personally or by proxy or (in the case of a corporate			by the Stock Exchange and the CSRC from time to time, on ~~On~~			by the Stock Exchange and the CSRC from time to time, on a
	member) by a duly authorised			a poll	votes may	be given either	poll votes may be given either
	representative. A member			personally or by proxy or (in the			personally or by proxy or (in the
	entitled to more	than one vote		case of a corporate member) by			case of a corporate member)		by
	need not, if he votes, use all his			a duly authorised		representative.	a duly authorised	representative.
	votes or cast all	the votes he		A member entitled to more than			A member entitled to more than
	uses the same way.			one vote need not, if he votes,			one vote need not, if he votes,
				use all his votes or cast all the			use all his votes or cast all the
				votes	he uses the	same way.	votes he uses the	same way.
80	An instrument appointing a		89	An instrument appointing a			An instrument appointing a
	proxy shall be in writing and in			proxy	shall be in	writing and in	proxy shall be in	writing and in
	such form which the directors			such form which		the directors	such form which	the directors
	may approve, provided that this			may approve, provided that this			may approve, provided that this
	shall not preclude the use of the			shall not preclude the use of the			shall not preclude the use of		the
	two-way form. An instrument of			two-way form. An instrument of			two-way form. An instrument of
	proxy shall be executed by or on			proxy	shall be executed by ~~or on~~		proxy shall be executed by the
	behalf of the appointor. A corporation may execute a form			~~behalf of ~~the appointor or by its duly authorised representative.A			appointor or by its duly authorised representative. A
	of proxy either under its			corporation may execute a form			corporation may execute a form
	common seal or	under the hand		of proxy either under its			of proxy either under its
	of a duly authorised officer.			common seal or under the hand			common seal or under the hand
	Deposit of an instrument of			of a duly authorised officer.			of a duly authorised officer.
	proxy shall not preclude a			Deposit of an instrument of			Deposit of an instrument of
	member from attending and			proxy	shall not preclude a		proxy shall not preclude a
	voting at the meeting or at any			member from attending and			member from attending and
	adjournment of it and, in such			voting at the meeting or at any			voting at the meeting or at any
	event, the instrument appointing			adjournment of it		and, in such	adjournment of it	and, in such
	a proxy shall be deemed to be			event,	the instrument appointing		event, the instrument appointing
	revoked.			a proxy shall be deemed to be			a proxy shall be deemed to be
				revoked.			revoked.

– V-42 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before		Before revision	after		After revision (with marks)	After revision (clean)
revision			revision	1
Nil	Nil		91		The Company may at its sole The	Company may at its sole
					discretion from time to time discretion from time to time
					designate an electronic address designate an electronic address
					for receipt of any documents or for receipt of any documents or
					information relating to the proxy information relating to the proxy
					for general meetings. Where the for general meetings. Where the
					Company provides relevant Company provides relevant
					electronic address, it shall be electronic address, it shall be
					deemed to have agreed to any deemed to have agreed to any
					such document or information such document		or information
					(relating to the aforesaid proxy) (relating to the		aforesaid proxy)
					may be sent electronically to this may be sent electronically to this
					address, subject to the provisions address, subject to the provisions
					below and any other restrictions below and any		other restrictions
					and conditions specified by the and	conditions	specified by the
					Company at the time of Company at the time of
					providing such relevant address. providing such		relevant address.
					The Company may determine, The	Company may determine,
					from time to time and without from time to time and without
					limitation, any relevant limitation, any		relevant
					electronic address may be used electronic address may be used
					generally for such matters or generally for such matters or
					exclusively for a particular exclusively for		a particular
					general meeting or purpose, and general meeting or purpose, and
					(if so) the Company may provide (if so) the Company may provide
					different electronic addresses for different electronic addresses for
					different purposes. The Company different purposes. The Company
					may also attach any conditions may also attach any conditions
					to the transmission and receipt to the transmission and receipt
					of such electronic of such electronic
					communications, including (for communications, including (for
					the avoidance of doubt) any the	avoidance of doubt) any
					security or encryption security or encryption
					arrangements that the Company arrangements that the Company
					may specify. If any document or may specify. If		any document or
					information required to be sent information required to be sent
					to the Company is sent to the to the Company is sent to the
					Company by electronic means Company by electronic means
					under this article, and if the under this article, and if the
					Company has not received such Company has not received such
					document or information at the document or information at the
					electronic address designated electronic address designated
					under this article or the under this article or the
					Company fails to designate an Company fails		to designate an
					electronic address for receiving electronic address for receiving
					such document or information, such document		or information,
					such documents or information such documents or information
					shall not be deemed to be shall not be deemed to be
					validly served on or deposited validly served on or deposited
					with the Company. with the Company.

– V-43 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before	Before revision		after		After revision (with marks)			After revision (clean)
revision			revision	1
82(a)	The instrument appointing a		92(a)		The instrument appointing a		The	instrument appointing a
	proxy and any authority under				proxy and any authority under		proxy and any authority under
	which it is executed or a copy	of			which it is executed or a copy of		which it is executed or a copy of
	the authority certified notarially				the authority certified notarially		the authority certified notarially
	may:				may:		may:
	(a) be deposited at the Office				(a) be deposited at the Office		(a)	be deposited at the Office
	or at such other place in				or at such other place in			or at such other place in
	Hong Kong as is				Hong Kong as is			Hong Kong as is
	specified in the notice				specified in the notice			specified in the notice
	convening the meeting,				convening the meeting or			convening the meeting or
	not less than 48 hours				at the electronic address			at the electronic address
	before the time for				specified by the Company			specified by the Company
	holding the meeting or				under Article 91, not less			under Article 91, not less
	adjourned meeting at				than 48 hours before	the		than 48 hours before the
	which the person named				time for holding the			time for holding the
	in the instrument				meeting or adjourned			meeting or adjourned
	proposes to vote; or				meeting at which the			meeting at which the
					person named in the			person named in the
					instrument proposes	to		instrument proposes to
					vote; or			vote; or
83	A vote given in accordance with		93		A vote given in accordance	with	A vote given in accordance with
	the terms of an instrument of				the terms of an instrument of		the terms of an instrument of
	proxy or power of attorney or	by			proxy or power of attorney or by		proxy or power of attorney or by
	the duly authorised				the duly authorised		the duly authorised
	representative of a corporation				representative of a corporation		representative of a corporation
	shall be valid notwithstanding				shall be valid notwithstanding		shall be valid notwithstanding
	the previous death or insanity	of			the previous death or insanity of		the previous death or insanity of
	the principal or revocation of the				the principal or revocation of the		the principal or revocation of the
	proxy or of the authority under				proxy or of the authority under		proxy or of the authority under
	which the proxy was executed	or			which the proxy was executed or		which the proxy was executed or
	the transfer of shares in respect				the transfer of shares in respect		the transfer of shares in respect
	of which the proxy is given,				of which the proxy is given,		of which the proxy is given,
	provided no intimation in writing				provided no intimation in writing		provided no intimation in writing
	of the death, insanity, revocation				of the death, insanity, revocation		of the death, insanity, revocation
	or transfer shall have been				or transfer shall have been		or transfer shall have been
	received by the Company at the				received by the Company at the		received by the Company at the
	Office at least 24 hours before				Office or by the electronic		Office or by the electronic
	the commencement of the				address specified by the		address specified by the
	meeting or adjourned meeting	at			Company under Article 91 at		Company under Article 91 at
	which the proxy is used.				least 24 hours before the		least 24 hours before the
					commencement of the meeting or		commencement of the meeting or
					adjourned meeting at which	the	adjourned meeting at which the
					proxy is used.		proxy is used.

– V-44 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before	Before revision		after		After revision (with marks)	After revision (clean)
revision			revision	1
87	Without prejudice to the		97		Without prejudice to the Without prejudice to the
	generality of Article 86 if a				generality of Article 96 if a generality of Article 96 if a
	Clearing House (or its nominee)				Clearing House (or its nominee) Clearing House (or its nominee)
	is a member of the Company, it				is a member of the Company, it is a member of the Company, it
	(or, as the case may be, its				(or, as the case may be, its (or, as the case may be, its
	nominee) may authorise such				nominee) may authorise such nominee) may authorise such
	person or persons as it thinks fit				person or persons as it thinks fit person or persons as it thinks fit
	to act as its proxy or proxies or				to act as its proxy or proxies or to act	as its proxy or proxies or
	its representative	or			its representative or its representative		or
	representatives at any meeting of				representatives at any meeting of representatives at any meeting of
	the Company or at any meeting				the Company or at any meeting the Company or at any meeting
	of any class of member of the				of any class of member or of any class of member or
	Company provided that, if more				meeting of creditors of the meeting of creditors of the
	than one person is so authorised,				Company provided that, if more Company provided that, if more
	the instrument of	proxy or			than one person is so authorised, than one person is so authorised,
	authorisation shall specify the				the instrument of proxy or the instrument of		proxy or
	number and class of shares in				authorisation shall specify the authorisation shall specify the
	respect of which	each such			number and class of shares in number and class of shares in
	person is so authorised. A person				respect of which each such respect of which		each such
	so authorised under the				person is so authorised. A person person is so authorised. A person
	provisions of this Article will be				so authorised under the so authorised under the
	deemed to have been duly				provisions of this Article will be provisions of this Article will be
	authorised without the need of				deemed to have been duly deemed to have been duly
	producing any documents of				authorised without the need of authorised without the need of
	title, notarised authorisation				producing any documents of producing any documents of
	and/or further evidence to				title, notarised authorisation title, notarised authorisation
	substantiate that it is so				and/or further evidence to and/or further evidence to
	authorised and shall be entitled				substantiate that it is so substantiate that it is so
	to exercise the same powers on				authorised and shall be entitled authorised and shall be entitled
	behalf of the Clearing House (or				to exercise the same powers on to exercise the same powers on
	its nominee) which he represents				behalf of the Clearing House (or behalf of the Clearing House (or
	as that Clearing House (or its				its nominee) which he represents its nominee) which he represents
	nominee) could exercise as if				as that Clearing House (or its as that Clearing House (or its
	such person were an individual				nominee) could exercise as if nominee) could exercise as if
	member of the Company, and				such person were an individual such person were an individual
	where a show of	hands is			member of the Company, ~~and~~ member of the Company,
	allowed, each such person shall				~~where a show of hands is~~ including the right to speak and
	be entitled to a separate vote notwithstanding any contrary				~~allowed i~~ncluding the right to speak and vote, and each such vote, and each such person shall be entitled to a separate vote
	provision as provided in Article				person shall be entitled to a notwithstanding any contrary
	72.				separate vote notwithstanding provision as provided in Article
					any contrary provision as 81.
					provided in Article 81.
90	The Company shall keep in		100		The Company shall keep in The Company shall keep in
	accordance with the Companies				accordance with the Companies accordance with the Companies
	Ordinance a register containing				Ordinance a register of directors Ordinance a register of directors
	the names and addresses of its				containing the ~~names and~~ containing the details as required
	directors and shall from time to time notify to the Registrar of				~~addresses of its directors d~~etails as required by the Companies by the Companies Ordinance and shall from time to time notify to
	Companies any change that takes				Ordinance and shall from time to the Registrar of Companies any
	place in such directors as				time notify to the Registrar of change that takes		place in such
	required by the Companies				Companies any change that takes directors as required by the
	Ordinance.				place in such directors as Companies Ordinance.
					required by the Companies
					Ordinance.

– V-45 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.	Article no.
before		Before revision		after			After revision (with marks)			After revision (clean)
revision			revision		1
99	The business of the Company			109		Subject to the provisions of			Subject to the provisions of
	shall be managed by the					applicable laws and regulations,			applicable laws and regulations,
	directors who, subject to the					the	Listing Rules and these		the Listing Rules and these
	provisions of the Companies					articles, and any directions given			articles, and any directions given
	Ordinance and these articles and					by	the Company at general		by the Company at general
	to any directions given by the Company in general meeting,					meetings, the affairs of the Company are ~~The business of the~~			meetings, the affairs of the Company are managed by the
	may exercise all the powers of the Company. No alteration of					~~Company shall be ~~managed by the board of directors ~~who,~~ and			board of directors, and the board of directors may exercise all the
	these articles and no such					the	board of directors may		rights of the Company, including
	direction shall invalidate any					exercise all the rights of the			but not limited to the following
	prior act of the directors which					Company, including but not			powers:
	would have been valid if that					limited to the following powers:
	alteration had not been made or								(a)	to convene and report to
	that direction had not been					(a)	to convene and report to			the general meeting;
	given. The powers given by this						the general meeting;
	Article shall not be limited by								(b)	to implement the
	any special power given to the					(b)	to implement	the		resolutions of the general
	directors by these articles and a						resolutions of the general			meeting;
	meeting of the directors at which						meeting;
	a	quorum is present may							(c)	to formulate the
	exercise all powers exercisable					(c)	to formulate the			Company’s profit
	by the directors.						Company’s profit			distribution plan and loss
							distribution plan and loss			recovery plan;
							recovery plan;
									(d)	to formulate plans for the
						(d)	to formulate plans for the			increase or decrease in
							increase or decrease in			the issued shares of the
							the issued shares of the			Company;
							Company;
									(e)	to formulate plans for
						(e)	to formulate plans for			major acquisitions,
							major acquisitions,			mergers, winding-up or
							mergers, winding-up or			changes of the
							changes of the			Company’s status
							Company’s status			(including changes from
							(including changes from			public company to private
							public company to private			company, etc.);
							company, etc.);

– V-46 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.		Article no.	Article no.
before	Before revision	after			After revision (with marks)		After revision (clean)
revision		revision	1
				(f)	subject to the provisions	(f)	subject	to the provisions
					of ~~the Companies~~		of applicable laws and
					~~Ordinance and these~~		regulations, the Listing
					~~articles and to any~~		Rules and these articles,
					~~directions given by the~~		to decide the Company’s
					~~Company in general~~		external investment,
					~~meeting, may exercise all~~		acquisition and sale of
					~~the powers of the~~		assets, asset mortgage,
					~~Company. No alteration~~		external guarantee,
					~~of ~~applicable laws and regulations, the Listing		mandate wealth management, connected
					Rules and these articles,		transactions, affiliated
					to decide the Company’s		transactions, external
					external investment,		donations, etc.;
					acquisition and sale of
					assets, asset mortgage,	(g)	to decide on the
					external guarantee,		appointment or dismissal
					mandate wealth		of the Company’s
					management, connected		president, other officers
					transactions, affiliated		and company secretary,
					transactions, external		and to decide on their
					donations, etc.;		remuneration, rewards
							and punishments;
				(g)	to decide on the
					appointment or dismissal	(h)	to propose to the general
					of the Company’s		meeting for the
					president, other officers		appointment or
					and company secretary,		replacement of the
					and to decide on their		auditor	responsible for
					remuneration, rewards		the audit of the
					and punishments;		Company;
				(h)	to propose to the general	(i)	to formulate plans to
					meeting for the		amend these articles;
					appointment or
					replacement of the	(j)	to the extent permitted by
					auditor responsible for		applicable laws and
					the audit of the		regulations and the
					Company;		Listing	Rules, to make
							decisions on the issuance
				(i)	to formulate plans to		of general bonds by the
					amend these articles;		Company (except for the
							issuance of convertible
				(j)	to the extent permitted by		bonds subject to
					applicable laws and		shareholders’ approval);
					regulations and the
					Listing Rules, to make	(k)	other powers prescribed
					decisions on the issuance		by applicable laws and
					of general bonds by the		regulations, the Listing
					Company (except for the		Rules and these articles.
					issuance of convertible
					bonds subject to
					shareholders’approval);

– V-47 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.		Article no.	Article no.
before	Before revision	after		After revision	(with marks)		After revision (clean)
revision		revision	1
				(k) other powers prescribed			To the extent permitted by
				by applicable laws and			applicable laws and regulations
				regulations, the Listing			and the Listing Rules, the board
				Rules and	these articles.		of directors may authorise the
							management of the Company to
				To the extent permitted by			exercise relevant powers through
				applicable laws and regulations			appropriate procedures.
				and the Listing Rules, the board
				of directors may	authorise the		No amendment to these articles
				management of the Company to			shall invalidate anything done by
				exercise relevant	powers through		the board of directors prior to
				appropriate procedures.			the amendment that would have
							been valid if such amendment
							had not been passed or made.
				No amendment to these articles
				~~and no such direction ~~shall			The general powers conferred by
				invalidate ~~any a~~nything done by the board ~~prior act ~~of ~~the~~			this article are not limited or restricted by any other content of
				directors prior to the amendment that ~~which ~~would have been			these articles or any special authority or power conferred on
				valid ~~if that alteration had not~~			the board of directors by any
				~~been made or that direction i~~f such amendment had not been passed or made ~~given.~~			resolution of the Company at a general meeting, and a board meeting at which a quorum is
							present may exercise all the
				The general powers conferred			powers that the directors can
				~~given ~~by this article are ~~Article~~ ~~shall ~~not ~~be ~~limited or restricted			exercise.
				by any special authority or power conferred on ~~given to ~~		the
				board of directors by any
				resolution of the	Company at
				~~these articles and a~~ general meeting ~~of the directors,~~ and a board meeting at which a
				quorum is present may exercise all the powers ~~exercisable by~~
				that the directors	can exercise.

– V-48 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.	Article no.			Article no.	Article no.
	before	Before revision		after		After revision (with marks)		After revision (clean)
revision				revision	1
	101	The directors may from time to		111		Unless otherwise provided by	Unless otherwise provided by
		time at their discretion exercise				applicable laws and regulations,	applicable laws and regulations,
		all the powers of the Company to raise or borrow or to secure				the Listing Rules and the articles, the ~~The ~~directors may	the Listing Rules and the articles, the directors may from
		the payment of any sum or sums				from time to time at their	time to	time at their discretion
		of money for the purposes	of the			discretion exercise all the powers	exercise all the powers of the
		Company and to mortgage	or			of the Company to raise or	Company to raise or borrow or
		charge its undertaking, property				borrow or to secure the payment	to secure the payment of any
		and uncalled capital or any part				of any sum or sums of money	sum or sums of money for the
		thereof. The directors may	raise			for the purposes of the Company	purposes of the Company and to
		or secure the payment or				and to mortgage or charge its	mortgage or charge its
		repayment of such sum or	sums			undertaking, property and	undertaking, property and
		in such manner and upon such				uncalled capital or any part	uncalled capital or any part
		terms and conditions in all				thereof. The directors may raise	thereof.	The directors may raise
		respects as it thinks fit and, in				or secure the payment or	or secure the payment or
		particular by the issue of				repayment of such sum or sums	repayment of such sum or sums
		debentures, debenture stock,				in such manner and upon such	in such	manner and upon such
		bonds or other securities of the				terms and conditions in all	terms and conditions in all
		Company, whether outright or as				respects as it thinks fit and, in	respects as it thinks fit and, in
		collateral security for any debt,				particular by the issue of	particular by the issue of
		liability or obligation of the				debentures, debenture stock,	debentures, debenture stock,
		Company or of any third party.				bonds or other securities of the	bonds or other securities of the
						Company, whether outright or as	Company, whether outright or as
						collateral security for any debt,	collateral security for any debt,
						liability or obligation of the	liability	or obligation of the
						Company or of any third party.	Company or of any third party.
	102	Debentures, debenture stock,		112		Unless otherwise provided by	Unless otherwise provided by
		bonds and other securities	may			applicable laws and regulations,	applicable laws and regulations,
		be made assignable free from any equities between the				the Listing Rules and the articles, debentures ~~Debentures,~~	the Listing Rules and the articles, debentures, debenture
		Company and the person to				debenture stock, bonds and other	stock, bonds and other securities
		whom the same may be issued.				securities may be made	may be	made assignable free
		Any debentures, debenture	stock,			assignable free from any equities	from any equities between the
		bonds of other securities may be				between the Company and the	Company and the person to
		issued at a discount, premium or				person to whom the same may	whom the same may be issued.
		otherwise and with any special				be issued. Any debentures,	Any debentures, debenture stock,
		privileges as to redemption,				debenture stock, bonds of other	bonds of other securities may be
		surrender, drawings, allotment of				securities may be issued at a	issued at a discount, premium or
		shares, attending and voting at				discount, premium or otherwise	otherwise and with any special
		general meetings of the				and with any special privileges	privileges as to redemption,
		Company, appointment of				as to redemption, surrender,	surrender, drawings, allotment of
		directors and otherwise.				drawings, allotment of shares,	shares, attending and voting at
						attending and voting at general	general	meetings of the
						meetings of the Company,	Company, appointment of
						appointment of directors and	directors and otherwise.
						otherwise.

– V-49 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before	Before revision		after		After revision (with marks)	After revision (clean)
revision			revision	1
112	The directors may appoint a		122		The directors may appoint a The	directors may appoint a
	person who is willing to act to				person who is willing to act to person who is willing to act to
	be a director, either to fill a				be a director, either to fill a be a director, either to fill a
	vacancy or as an additional				vacancy or as an additional vacancy or as an additional
	director, provided that the				director, provided that the director, provided that the
	appointment does not cause the				appointment does not cause the appointment does not cause the
	number of directors to exceed				number of directors to exceed number of directors to exceed
	any number fixed as the				any number fixed as the any	number fixed as the
	maximum number of directors. A				maximum number of directors. A maximum number of directors. A
	director so appointed shall retire				director so appointed shall retire director so appointed shall retire
	at the next following annual general meeting and shall then				at the ~~next followingf~~irst annual general meeting of the Company at the first annual general meeting of the Company after
	be eligible for re-election, but				after his appointment and shall his appointment and shall then
	shall not be taken into account				then be eligible for re-election, be eligible for re-election, but
	in determining the directors who				but shall not be taken into shall not be taken into account
	are to retire by rotation at the				account in determining the in determining		the directors who
	meeting.				directors who are to retire by are to retire by		rotation at the
					rotation at the meeting. meeting.
113	The Company may, at any general meeting convened and		123		The ~~Company s~~hareholders may, at any general meeting convened The shareholders may, at any general meeting convened and
	held in accordance	with the			and held in accordance with held in accordance with
	Companies Ordinance, by ordinary resolution, remove a				applicable laws and regulations and the Listing Rules~~the~~ applicable laws and regulations and the Listing Rules, by
	director (including	a managing			~~Companies Ordinance,~~ by ordinary resolution, remove a
	director or executive director) at				ordinary resolution, remove a director (including a managing
	any time before the expiration of				director (including a managing director or executive director) at
	his period of office (but such				director or executive director) at any	time before the expiration of
	removal shall be without				any time before the expiration of his period of office (but such
	prejudice to any claim to				his period of office (but such removal shall be without
	damages for breach of any				removal shall be without prejudice to any claim to
	contract of service	between the			prejudice to any claim to damages for breach of any
	director and the Company)				damages for breach of any contract of service between the
	provided that the notice of such				contract of service between the director and the Company)
	meeting convened for the				director and the Company) provided that the notice of such
	purpose of removing a director				provided that the notice of such meeting convened for the
	shall contain a statement of the				meeting convened for the purpose of removing a director
	intention so to do and be served				purpose of removing a director shall contain a		statement of the
	on such director twenty eight				shall contain a statement of the intention so to		do and be served
	(28) days before the meeting and				intention so to do and be served on such director twenty eight
	on the members, at	least fourteen			on such director twenty eight (28) days before the meeting and
	(14) days before the meeting. At				(28) days before the meeting and on the members, at least fourteen
	such meeting such	director shall			on the members, at least fourteen (14) days before the meeting. At
	be entitled to be heard on the				(14) days before the meeting. At such meeting such director shall
	motion of his removal and,				such meeting such director shall be entitled to be heard on the
	subject to these articles, the				be entitled to be heard on the motion of his removal and,
	Company may, by ordinary				motion of his removal and, subject to these articles, the
	resolution, appoint	another			subject to these articles, the Company may,		by ordinary
	person instead of him. A person				Company may, by ordinary resolution, appoint another
	so appointed shall be subject to				resolution, appoint another person instead of him. A person
	retirement at the same time as if				person instead of him. A person so appointed shall be subject to
	he had become a director on the				so appointed shall be subject to retirement at the same time as if
	day on which the director in				retirement at the same time as if he had become		a director on the
	whose place he is appointed was				he had become a director on the day	on which the director in
	last appointed or reappointed a				day on which the director in whose place he		is appointed was
	director.				whose place he is appointed was last	appointed or reappointed a
					last appointed or reappointed a director.
					director.

– V-50 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before	Before revision		after		After revision (with marks)	After revision (clean)
revision			revision	1
117	A director (including his		127		A director (including his A director (including his
	connected entities) who is in any				connected and affiliated entities) connected and affiliated entities)
	way, whether directly or				who is in any way, whether who is in any way, whether
	indirectly, interested in a				directly or indirectly, interested directly or indirectly, interested
	transaction, arrangement or				in a transaction, arrangement or in a transaction,		arrangement or
	contract or proposed transaction,				contract or proposed transaction, contract or proposed transaction,
	arrangement or contract with the				arrangement or contract with the arrangement or contract with the
	Company shall declare the nature				Company shall declare the nature Company shall declare the nature
	and extent of his	interest or his			and extent of his interest or his and extent of his		interest or his
	connected entities’ interest at a				connected entities’ interest at a connected entities’ interest at a
	meeting of the directors at which				meeting of the directors at which meeting of the directors at which
	the question of entering into the				the question of entering into the the question of entering into the
	transaction, arrangement or				transaction, arrangement or transaction, arrangement or
	contract is first taken into				contract is first taken into contract is first taken into
	consideration, if he knows his				consideration, if he knows his consideration, if		he knows his
	interest then exists, or in any				interest then exists, or in any interest then exists, or in any
	other case as soon as reasonably				other case as soon as reasonably other	case as soon as reasonably
	practicable, and in any event at				practicable, and in any event at practicable, and in any event at
	the first meeting of directors				the first meeting of directors the first meeting		of directors
	after he knows that he is or has				after he knows that he is or has after he knows that he is or has
	become so interested, Such				become so interested, Such become so interested, Such
	declaration shall be made in				declaration shall be made in declaration shall		be made in
	accordance with the provisions				accordance with the provisions accordance with		the provisions
	of the Companies	Ordinance. A			of the Companies Ordinance. A of the Companies Ordinance. A
	general notice given to the				general notice given to the general notice given to the
	directors by a director to the				directors by a director to the directors by a director to the
	effect that he is interested as a				effect that he is interested as a effect	that he is interested as a
	member, director,	officer,			member, director, senior member, director, senior
	employee or otherwise in a				management, officer, employee management, officer, employee
	specified company or firm (with				or otherwise in a specified or otherwise in a specified
	such notice specifying the nature				company or firm (with such company or firm		(with such
	and extent of the	director’s			notice specifying the nature and notice specifying the nature and
	interest), and is to be regarded				extent of the director’s interest), extent of the director’s interest),
	as interested in any transaction,				and is to be regarded as and is to be regarded as
	contract or arrangement or				interested in any transaction, interested in any		transaction,
	dealing which may, after the date				contract or arrangement or contract or arrangement or
	of the notice be entered into or				dealing which may, after the date dealing which may, after the date
	made with that company or firm,				of the notice be entered into or of the notice be entered into or
	shall be deemed to be a				made with that company or firm, made	with that company or firm,
	sufficient declaration of interest				shall be deemed to be a shall be deemed		to be a
	in relation to any	transaction,			sufficient declaration of interest sufficient declaration of interest
	contract, arrangement or				in relation to any transaction, in relation to any transaction,
	proposed transaction,				contract, arrangement or contract, arrangement or
	arrangement or contract or				proposed transaction, proposed transaction,
	dealing so entered into or made,				arrangement or contract or arrangement or contract or
	provided that no such notice				dealing so entered into or made, dealing so entered into or made,
	shall be effective	unless either it			provided that no such notice provided that no		such notice
	is given at a meeting of the				shall be effective unless either it shall be effective unless either it
	Directors or it is in writing and				is given at a meeting of the is given at a meeting of the
	sent to the Company, and the				Directors or it is in writing and Directors or it is		in writing and
	director takes reasonable steps to				sent to the Company, and the sent to the Company, and the
	ensure that it is brought up and				director takes reasonable steps to director takes reasonable steps to
	read at the next meeting of the				ensure that it is brought up and ensure that it is brought up and
	directors after it is given.				read at the next meeting of the read at the next meeting of the
					directors after it is given. directors after it		is given.

– V-51 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.				Article no.	Article no.
before		Before revision		after			After revision (with marks)		After revision (clean)
revision				revision	1
118	A director may:			128		A director may:		A director may:
	(a)	hold any other office or				(a)	hold any other office or	(a) hold any other office or
		place of	profit under the				place of profit under the	place of profit under the
		Company (other than the					Company (other than the	Company (other than the
		office of auditor) in					office of auditor) in	office of auditor) in
		conjunction with his					conjunction with his	conjunction		with his
		office of director, for					office of director, for	office of director, for
		such period and on such					such period and on such	such period		and on such
		terms (as to remuneration					terms (as to remuneration	terms (as to remuneration
		or otherwise) as the					or otherwise) as the	or otherwise) as the
		directors may determine					directors may determine	directors may determine
		and such extra					and such extra	and such extra
		remuneration shall be in					remuneration shall be in	remuneration shall be in
		addition	to any				addition to any	addition to		any
		remuneration provided for					remuneration provided for	remuneration provided for
		by or pursuant to any					by or pursuant to any	by or pursuant to any
		other Article;					other Article;	other Article;
	(b)	act by himself or his firm				(b)	act by himself or his firm	(b) act by himself or his firm
		in a professional capacity					in a professional capacity	in a professional capacity
		for the Company					for the Company	for the Company
		(otherwise than as					(otherwise than as	(otherwise than as
		auditor),	and he or his				auditor), and he or his	auditor), and he or his
		firm shall be entitled to					firm shall be entitled to	firm shall be entitled to
		remuneration for					remuneration for	remuneration for
		professional services as if					professional services as if	professional services as if
		he were	not a director;				he were not a director;	he were not a director;
						(c)	continue to be or become	(c) continue to		be or become
							a director or other senior	a director or other senior
							management or officer of,	management or officer of,
							or otherwise interested in,	or otherwise interested in,
							any company promoted	any company promoted
							by the Company or in	by the Company or in
							which the Company may	which the Company may
							be interested as a	be interested as a
							shareholder or otherwise,	shareholder		or otherwise,
							and subject to ~~the~~	and subject		to applicable
							~~Companies~~	laws and regulations, the
							~~Ordinancea~~pplicable laws and regulations, the	Listing Rules, no such director shall be
							Listing Rules, no such	accountable to the
							director shall be	Company for any
							accountable to the	remuneration or other
							Company for any	benefit received by him
							remuneration or other	as a director or senior
							benefit received by him	management or officer of,
							as a director or senior	or from his		interest in,
							management or officer of,	such other company.
							or from his interest in,
							such other company.

– V-52 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.				Article no.	Article no.
before		Before revision		after		After revision (with marks)	After revision (clean)
revision				revision	1
	(c)	continue to be or become				The directors may	The directors may
		a director or other officer				exercise the voting	exercise the voting
		of, or otherwise interested				powers conferred by the	powers conferred by the
		in, any company				shares in any other	shares in	any other
		promoted by the				company held or owned	company	held or owned
		Company or in which the				by the Company, or	by the Company, or
		Company may be				exercisable by them as	exercisable by them as
		interested as a				directors of such other	directors	of such other
		shareholder or otherwise,				company in such manner	company	in such manner
		and subject to the				in all respects as they	in all respects as they
		Companies Ordinance, no				think fit (including the	think fit (including the
		such director shall be				exercise thereof in favour	exercise thereof in favour
		accountable to the				of any resolution	of any resolution
		Company for any				appointing themselves or	appointing themselves or
		remuneration or other				any of them directors,	any of them directors,
		benefit received by him				managing directors, joint	managing directors, joint
		as a director or officer of,				managing directors,	managing directors,
		or from his interest in,				deputy managing	deputy managing
		such other	company. The			directors, executive	directors,	executive
		directors may exercise the				directors, managers,	directors,	managers,
		voting powers conferred				senior management or	senior management or
		by the shares in any other				other officers of such	other officers of such
		company held or owned				company) and any	company) and any
		by the Company, or				director may vote in	director may vote in
		exercisable by them as				favour of the exercise of	favour of	the exercise of
		directors of such other				such voting rights in the	such voting rights in the
		company in such manner				manner aforesaid	manner aforesaid
		in all respects as they				notwithstanding that he	notwithstanding that he
		think fit (including the				may be, or is about to be	may be, or is about to be
		exercise thereof in favour				appointed a director,	appointed a director,
		of any resolution				managing director, joint	managing director, joint
		appointing	themselves or			managing director, deputy	managing director, deputy
		any of them directors,				managing director,	managing director,
		managing directors, joint				executive director,	executive	director,
		managing directors,				manager, senior	manager,	senior
		deputy managing				management or other	management or other
		directors, executive				officer of such a	officer of	such a
		directors, managers or				company, and that as	company,	and that as
		other officers of such				such he is or may become	such he is or may become
		company)	and any			interested in the exercise	interested in the exercise
		director may vote in				of such voting rights in	of such voting rights in
		favour of the exercise of				manner aforesaid.	manner aforesaid.
		such voting rights in the
		manner aforesaid
		notwithstanding that he
		may be, or is about to be
		appointed a director,
		managing director, joint
		managing director, deputy
		managing director,
		executive director,
		manager or other officer
		of such a company, and
		that as such he is or may
		become interested in the
		exercise of such voting
		rights in manner
		aforesaid.

– V-53 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before		Before revision	after		After revision	(with marks)		After revision (clean)
revision			revision	1
119	Subject to the Companies Ordinance and these articles, no		129		Subject to applicable laws and regulations, the ~~Companies~~			Subject to applicable laws and regulations, the Listing Rules
	director or intended director shall be disqualified by his				~~OrdinanceL~~isting these articles, no	Rules and director or		and these articles, no director or intended director shall be
	office from contracting with the				intended director	shall be		disqualified by his office from
	Company either with regard to				disqualified by his office from			contracting with the Company
	his tenure of any such other				contracting with the Company			either with regard to his tenure
	office or place of profit or as				either with regard to his tenure			of any such other office or place
	vendor, purchaser or otherwise,				of any such other office or place			of profit or as vendor, purchaser
	nor shall any such transaction,				of profit or as vendor, purchaser			or otherwise, nor shall any such
	arrangement or contract, or any				or otherwise, nor	shall any such		transaction, arrangement or
	transaction, arrangement or				transaction, arrangement or			contract, or any transaction,
	contract entered into by or on				contract, or any transaction,			arrangement or contract entered
	behalf of the Company in which				arrangement or contract entered			into by or on behalf of the
	any director (including his				into by or on behalf of the			Company in which any director
	connected entities) is in any way				Company in which any director			(including his connected entities)
	interested be liable to be				(including his connected entities)			is in any way interested be liable
	avoided, nor shall any director				is in any way interested be liable			to be avoided, nor shall any
	so contracting or being so				to be avoided, nor shall any			director so contracting or being
	interested be liable to account to				director so contracting or being			so interested be liable to account
	the Company for any profit				so interested be liable to account			to the Company for any profit
	realised by any such transaction,				to the Company for any profit			realised by any such transaction,
	arrangement or contract by				realised by any such transaction,			arrangement or contract by
	reason of such director holding				arrangement or contract by			reason of such director holding
	that office or of the fiduciary				reason of such director holding			that office or of the fiduciary
	relation thereby established,				that office or of the fiduciary			relation thereby established,
	provided that such director shall				relation thereby established,			provided that such director shall
	disclose the nature and extent of				provided that such director shall			disclose the nature and extent of
	his (including his connected				disclose the nature and extent of			his (including his connected	and
	entities) interest in any				his (including his connected		and	affiliated entities) interest in	any
	transaction, arrangement or				affiliated entities) interest in		any	transaction, arrangement or
	contract in which he is interested				transaction, arrangement or			contract in which he is interested
	as required by and subject to the				contract in which he is interested			as required by and subject to the
	provisions of the Companies				as required by and subject to the			provisions of applicable laws
	Ordinance.				provisions of ~~the ~~	~~Companies~~		and regulations and the Listing
					~~Ordinancea~~pplicable laws and regulations and the Listing			Rules.
					Rules.

– V-54 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.		Article no.	Article no.
before	Before revision	after		After revision (with	marks)		After	revision (clean)
revision		revision	1
120(a)	Save as otherwise provided by	130(a)		Save as otherwise provided by		Save as otherwise provided by
	these articles, a director and his			applicable laws and regulations,		applicable laws and regulations,
	alternate shall not vote (nor shall			the Listing Rules and	these	the Listing Rules and these
	be counted in the quorum) at a			articles, a director and his		articles, a director and his
	meeting of the directors on any			alternate shall not vote (nor shall		alternate shall not vote (nor shall
	resolution approving any			be counted in the quorum) at a		be counted in the quorum) at a
	transaction, contract or			meeting of the directors on any		meeting of the directors on any
	arrangement or concerning a			resolution approving any		resolution approving any
	matter in which he or any of his			transaction, contract or		transaction, contract or
	associate(s) or any of his			arrangement or concerning a		arrangement		or concerning a
	connected entity(ies) has,			matter in which he or	any of his	matter in which he or any of his
	directly or indirectly, a material			associate(s) or any of	his	associate(s) or any of his
	interest (other than an interest in			connected entity(ies) has,		connected entity(ies) has,
	shares, debentures or other			directly or indirectly, a material		directly or indirectly, a material
	securities of, or otherwise in or			interest (other than an	interest in	interest (other than an interest in
	through, the Company), unless			shares, debentures or other		shares, debentures or other
	his interest arises only because			securities of, or otherwise in or		securities of, or otherwise in or
	the case falls within one or more			through, the Company), unless		through, the		Company), unless
	of the following sub-paragraphs:			his interest arises only because		his interest arises only because
				the case falls within one or more		the case falls within one or more
	...			of the following sub-paragraphs:		of the following sub-paragraphs:
				...		...

– V-55 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before		Before revision	after		After revision (with marks)	After revision (clean)
revision			revision	1
Nil	Nil		131		If a director has an affiliate	If a director has an affiliate
					relationship with the subject	relationship with the subject
					involved in the resolutions of the	involved in the resolutions of the
					board meeting, the affiliated	board meeting, the affiliated
					director (as defined in the Rules	director (as defined in the Rules
					Governing the Listing of Stocks	Governing the Listing of Stocks
					on the Science and Technology	on the Science and Technology
					Innovation Board of Shanghai	Innovation Board of Shanghai
					Stock Exchange) shall not vote	Stock Exchange) shall not vote
					on the relevant resolution, nor	on the relevant resolution, nor
					exercise voting rights on behalf	exercise voting rights on behalf
					of other directors. Resolutions	of other directors. Resolutions
					can only be passed if: (i) the	can only be passed if: (i) the
					board meeting is attended by	board meeting is attended by
					more than half of the non-	more than half of the non-
					affiliated directors and (ii) the	affiliated	directors and (ii) the
					resolutions at the board meeting	resolutions at the board meeting
					are passed by more than half of	are passed by more than half of
					all non-affiliated directors.	all non-affiliated directors.
					Where there are less than three	Where there are less than three
					non-affiliated directors present at	non-affiliated directors present at
					the board meeting, the Company	the board	meeting, the Company
					shall submit relevant matters to	shall submit relevant matters to
					the general meeting for	the general meeting for
					consideration.	consideration.
					For guarantees within the powers	For guarantees within the powers
					of the board of directors, in	of the board of directors, in
					addition to the approval by more	addition to the approval by more
					than half of all the directors, it	than half	of all the directors, it
					should also be subject to the	should also be subject to the
					approval by more than two-thirds	approval by more than two-thirds
					of the directors present at the	of the directors present at the
					board meeting.	board meeting.
					Where the board of directors	Where the board of directors
					considers the matter of RMB	considers	the matter of RMB
					ordinary share repurchase in	ordinary share repurchase in
					accordance with the provisions	accordance with the provisions
					of relevant Chinese laws and	of relevant Chinese laws and
					regulations or the authorisation	regulations or the authorisation
					of the general meeting, the	of the general meeting, the
					matter shall be subject to the	matter shall be subject to the
					approval by a resolution of the	approval by a resolution of the
					board of directors meeting	board of directors meeting
					attended by more than two-thirds	attended by more than two-thirds
					of the directors.	of the directors.

– V-56 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.		Article no.	Article no.
before	Before revision	after		After revision (with marks)	After revision (clean)
revision		revision	1
125	The directors may meet together	136		The directors may meet together The directors may meet together
	for the despatch of business,			for the despatch of business, for the despatch		of business,
	adjourn, and otherwise regulate			adjourn, and otherwise regulate adjourn, and otherwise regulate
	their meetings as they think fit.			their meetings as they think fit. their meetings as they think fit.
	Questions arising at a meeting			Questions arising at a meeting Questions arising at a meeting
	shall be decided by a majority of			shall be decided by a majority of shall be decided		by a majority of
	votes. In case of an equality of			votes. Any matters to be handled votes. Any matters to be handled
	votes, the chairman shall have a			at a meeting shall be subject to at a meeting shall be subject to
	second or casting vote. A			the approval by a majority of the the approval by a majority of the
	director may, and the secretary			directors present at the meeting, directors present		at the meeting,
	on the requisition of a director			unless otherwise stipulated by unless otherwise		stipulated by
	shall, call a meeting of the			applicable laws and regulations, applicable laws and regulations,
	directors. A director who is also			the Listing Rules and these the Listing Rules and these
	an alternate director shall be			articles. The voting on the articles. The voting on the
	entitled in the absence of his			resolutions of the board of resolutions of the board of
	appointor to a separate vote on			directors shall implement the directors shall implement the
	behalf of his appointor in			one-person-one-vote system. In one-person-one-vote system. In
	addition to his own vote; and an			case of an equality of votes, the case of an equality of votes, the
	alternate director who is			chairman shall have a second or chairman shall have a second or
	appointed by two or more			casting vote. A director may, and casting vote. A director may, and
	directors shall be entitled to a			the secretary on the requisition the secretary on the requisition
	separate vote on behalf of each			of a director shall, call a meeting of a director shall, call a meeting
	of his appointors in the			of the directors. A director who of the directors. A director who
	appointor’s absence.			is also an alternate director shall is also an alternate director shall
				be entitled in the absence of his be entitled in the absence of his
				appointor to a separate vote on appointor to a separate vote on
				behalf of his appointor in behalf of his appointor in
				addition to his own vote; and an addition to his own vote; and an
				alternate director who is alternate director who is
				appointed by two or more appointed by two or more
				directors shall be entitled to a directors shall be entitled to a
				separate vote on behalf of each separate vote on		behalf of each
				of his appointors in the of his appointors		in the
				appointor’s absence. appointor’s absence.
128	No business shall be transacted	139		No business shall be transacted No business shall be transacted
	at any meeting of the directors			at any meeting of the directors at any meeting of the directors
	unless a quorum is present. The			unless a quorum is present. unless a quorum		is present.
	quorum may be fixed by the			Unless otherwise provided for by Unless otherwise provided by
	directors and unless so fixed at			applicable laws and regulations, applicable laws and regulations,
	any other number shall be two. An alternate director shall be			the Listing Rules and the articles, the ~~The ~~quorum may be the Listing Rules and the articles, the quorum may be
	counted in a quorum but,			fixed by the directors and unless fixed	by the directors and unless
	notwithstanding that an alternate			so fixed at any other number so fixed at any other number
	director is also a director or is			shall be two. An alternate shall be two. An		alternate
	an alternate for more than one			director shall be counted in a director shall be		counted in a
	director, he shall for quorum			quorum but, notwithstanding that quorum but, notwithstanding that
	purposes count as only one			an alternate director is also a an alternate director is also a
	director.			director or is an alternate for director or is an		alternate for
				more than one director, he shall more	than one director, he shall
				for quorum purposes count as for quorum purposes count as
				only one director. only one director.

– V-57 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before	Before revision		after		After revision (with marks)			After revision (clean)
revision			revision	1
132	A resolution in writing signed by		143		A resolution in writing signed by		A resolution in writing signed by
	all the directors (or their				all the directors (or their		all the directors (or their
	respective alternate directors as				respective alternate directors as		respective alternate directors as
	the case may be) for the time				the case may be) for the time		the case may be) for the time
	being entitled to receive notice				being entitled to receive notice		being	entitled to receive notice
	of a meeting of the directors or				of a meeting of the directors or		of a meeting of the directors or
	of a committee of the directors				of a committee of the directors		of a committee of the directors
	shall be as valid and effectual as				shall be as valid and effectual as		shall be as valid and effectual as
	if it had been passed at a				if it had been passed at a		if it had been passed at a
	meeting of the directors or (as				meeting of the directors or (as		meeting of the directors or (as
	the case may be) of that				the case may be) of that		the case may be) of that
	committee, duly convened and				committee, duly convened and		committee, duly convened and
	held, and may consist of several				held, and may consist of several		held, and may consist of several
	documents in the like form each				documents in the like form each		documents in the like form each
	executed by one or more				executed by one or more		executed by one or more
	directors, but a resolution				directors, but a resolution		directors, but a resolution
	executed by an alternate director				executed by an alternate director		executed by an alternate director
	need not also be executed by his				need not also be executed by	his	need not also be executed by his
	appointor and, if it is executed				appointor and, if it is executed		appointor and, if it is executed
	by a director who has appointed				by a director who has appointed		by a director who has appointed
	an alternate director, it need	not			an alternate director, it need not		an alternate director, it need not
	also be executed by the alternate				also be executed by the alternate		also be executed by the alternate
	director in that capacity. A				director in that capacity. A		director in that capacity. A
	resolution which is signed and				resolution which is signed and		resolution which is signed and
	sent by a director or his alternate				sent by a director or his alternate		sent by a director or his alternate
	director or a member of such				director or a member of such		director or a member of such
	committee by cable, facsimile				committee by cable, facsimile		committee by cable, facsimile
	message, telex message or other				message, telex message or other		message, telex message or other
	electronic means shall be treated				electronic means shall be treated		electronic means shall be treated
	as being signed by him for the				as being signed by him for the		as being signed by him for the
	purpose of this Article.				purpose of this Article.		purpose of this Article.
	Notwithstanding the foregoing, a				Notwithstanding the foregoing, a		Notwithstanding the foregoing, a
	resolution in writing shall not be				resolution in writing shall not	be	resolution in writing shall not be
	passed in lieu of meeting of	the			passed in lieu of meeting of the		passed in lieu of meeting of the
	board for the purposes of				board for the purposes of		board	for the purposes of
	considering any matter or				considering any matter or		considering any matter or
	business in which a substantial				business in which a substantial		business in which a substantial
	shareholder of the Company	or a			shareholder of the Company (as		shareholder of the Company (as
	director has a conflict of interest				defined in the Rules Governing		defined in the Rules Governing
	and the board has determined				the Listing of Securities on The		the Listing of Securities on The
	that such conflict of interest	to			Stock Exchange of Hong Kong		Stock	Exchange of Hong Kong
	be material.				Limited) or a director has a		Limited) or a director has a
					conflict of interest and the board		conflict of interest and the board
					has determined that such conflict		has determined that such conflict
					of interest to be material.		of interest to be material.

– V-58 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before	Before revision		after		After revision (with marks)	After revision (clean)
revision			revision	1
133	The directors shall	cause minutes	144		The directors shall cause minutes	The directors shall cause minutes
	to be made in books kept for the				to be made in books kept for the	to be made in books kept for the
	purpose:				purpose:	purpose:
	(a) of all appointments of				(a) of all appointments of	(a) of all appointments of
	officers made by the				senior management and	senior management and
	directors; and				officers made by the	officers made by the
					directors; and	directors; and
	(b) of all resolutions and
	proceedings at meetings				(b) of all resolutions and	(b) of all resolutions and
	of the Company, of the				proceedings at meetings	proceedings at meetings
	holders of any class of				of the Company, of the	of the Company, of the
	shares in the Company,				holders of any class of	holders of any class of
	and of the directors, and				shares in the Company,	shares in the Company,
	of committees of the				and of the directors, and	and of the directors, and
	directors, including the				of committees of the	of committees of the
	names of the directors				directors, including the	directors, including the
	present at each such				names of the directors	names of the directors
	meeting.				present at each such	present at each such
					meeting.	meeting.
	Any such minutes shall be
	conclusive evidence of any such				Any such minutes shall be	Any such minutes shall be
	proceedings if they purport to be				conclusive evidence of any such	conclusive evidence of any such
	signed by the Chairman of such				proceedings if they purport to be	proceedings if they purport to be
	meeting at which the				signed by the Chairman of such	signed by the Chairman of such
	proceedings were held or by the				meeting at which the	meeting at which the
	Chairman of the next succeeding				proceedings were held or by the	proceedings were held or by the
	meeting.				Chairman of the next succeeding	Chairman of the next succeeding
					meeting.	meeting.
135	Subject to the provisions of the		146		Subject to the provisions of the	Subject to the provisions of the
	Companies Ordinance, the				Companies Ordinance, the	Companies Ordinance, the
	secretary shall be appointed by				secretary shall be appointed by	secretary shall be appointed by
	the directors for such term, at				the directors for such term, at	the directors for such term, at
	such remuneration	and on such			such remuneration and on such	such remuneration and on such
	other conditions as they think				other conditions as they think	other conditions as they think
	fit; and any secretary so				fit; and any secretary so	fit; and any secretary so
	appointed may be removed by				appointed may be removed by	appointed may be removed by
	them. Anything by	the			them. Anything by the	them. Anything	by the
	Companies Ordinance or these				Companies Ordinance or these	Companies Ordinance or these
	articles required or authorised to				articles required or authorised to	articles required or authorised to
	be done by or to the secretary, if				be done by or to the secretary, if	be done by or to the secretary, if
	the office is vacant or there is				the office is vacant or there is	the office is vacant or there is
	for any other reason no secretary				for any other reason no secretary	for any other reason no secretary
	capable of acting, may be done				capable of acting, may be done	capable of acting, may be done
	by or to any assistant or deputy				by or to any assistant or deputy	by or to any assistant or deputy
	secretary, or if there is no				secretary, or if there is no	secretary, or if there is no
	assistant or deputy	secretary			assistant or deputy secretary	assistant or deputy secretary
	capable of acting, by or to any				capable of acting, by or to any	capable of acting, by or to any
	officer of the Company				senior management or officer of	senior management or officer of
	authorised generally or				the Company authorised	the Company authorised
	specifically in that	behalf of the			generally or specifically in that	generally or specifically in that
	directors.				behalf of the directors.	behalf of the directors.

– V-59 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.	Article no.
before		Before revision		after		After revision (with marks)		After revision (clean)
revision			revision		1
138	The Company may have an			149		The Company may have an		The Company may have an
	official seal for use for sealing					official seal for use for sealing		official seal for use for sealing
	certificates for shares or other					certificates for shares or other		certificates for shares or other
	securities issued by the Company					securities issued by the Company		securities issued by the Company
	as permitted by the provisions of					as permitted by the provisions of		as permitted by the provisions of
	the Companies Ordinance (and					the Companies Ordinance (and		the Companies Ordinance (and
	no signature of any director,					no signature of any director,		no signature of any director,
	officer or other person and no					senior management, officer or		senior management, officer or
	mechanical reproduction thereof					other person and no mechanical		other person and no mechanical
	shall be required on any such					reproduction thereof	shall be	reproduction thereof shall be
	certificates or other document to					required on any such certificates		required on any such certificates
	which such official seal so					or other document to which such		or other document to which such
	affixed and such certificates or					official seal so affixed and such		official seal so affixed and such
	other document shall be valid					certificates or other document		certificates or other document
	and deemed to have been sealed					shall be valid and deemed to		shall be valid and deemed to
	and executed with the authority					have been sealed and executed		have been sealed and executed
	of the directors notwithstanding					with the authority of	the	with the authority of the
	the absence of any such					directors notwithstanding the		directors notwithstanding the
	signature or mechanical					absence of any such	signature or	absence of any such signature or
	reproduction as aforesaid) and an					mechanical reproduction as		mechanical reproduction as
	official seal for use abroad under					aforesaid) and an official seal for		aforesaid) and an official seal for
	the provisions of the Companies					use abroad under the provisions		use abroad under the provisions
	Ordinance where and as the					of the Companies Ordinance		of the Companies Ordinance
	directors shall determine.					where and as the directors shall		where and as the directors shall
						determine.		determine.
141	The Company may by ordinary			152		Subject to applicable laws and		Subject to applicable laws and
	resolution declare dividends but					regulations, the Listing Rules		regulations, the Listing Rules
	no dividend shall exceed the					and compliance with	any	and compliance with any
	amount recommended by the					dividend distribution	plan	dividend distribution plan
	directors. No dividend shall be					approved by the shareholders by		approved by the shareholders by
	payable except out of the profits or other distributable reserves of					ordinary resolutions in general meeting, the~~The ~~Company may		ordinary resolutions in general meeting, the Company may by
	the Company available for					by ordinary resolution declare		ordinary resolution declare
	distribution.					dividends but no dividend shall		dividends but no dividend shall
						exceed the amount recommended		exceed the amount recommended
						by the directors. No	dividend	by the directors. No dividend
						shall be payable except out of		shall be payable except out of
						the profits or other distributable		the profits or other distributable
						reserves of the Company		reserves of the Company
						available for distribution.		available for distribution.

– V-60 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before	Before	revision	after	After revision (with marks)			After revision (clean)
revision			revision	1
142	The directors may pay interim		153	As authorised by		applicable laws	As authorised by	applicable laws
	dividends if it appears to them that they are justified by the			and regulations and the general meeting, the ~~The d~~irectors may			and regulations and the general meeting, the directors may pay
	profits of the Company available			pay interim dividends if it			interim dividends	if it appears to
	for distribution.	If the share		appears to them that they are			them that they are justified by
	capital is divided into different			justified by the profits of the			the profits of the	Company
	classes, the directors may pay			Company available for			available for distribution. If the
	interim dividends on shares			distribution. If the share capital			share capital is divided into
	which confer deferred or non-			is divided into different classes,			different classes, the directors
	preferred rights	with regard to		the directors may		pay interim	may pay interim dividends on
	dividend as well as on shares			dividends on shares which confer			shares which confer deferred or
	which confer preferential rights			deferred or non-preferred rights			non-preferred rights with regard
	with regard to dividend, and			with regard to dividend as well			to dividend as well as on shares
	provided that the directors act			as on	shares which confer		which confer preferential rights
	bona fide they shall not incur			preferential rights with regard to			with regard to dividend, and
	any liability to the holders of			dividend, and provided that the			provided that the	directors act
	shares conferring preferred rights			directors act bona fide they shall			bona fide they shall not incur
	for any damage	that they may		not incur any liability to the			any liability to the holders of
	suffer by reason of the payment			holders of shares		conferring	shares conferring	preferred rights
	of an interim dividend on any			preferred rights for any damage			for any damage that they may
	shares having deferred or non-			that they may suffer by reason of			suffer by reason of the payment
	preferred rights. The directors			the payment of an interim			of an interim dividend on any
	may also resolve to pay at half-			dividend on any shares having			shares having deferred or non-
	yearly or other suitable intervals			deferred or non-preferred rights.			preferred rights. The directors
	to be settled by	them any		The directors may also resolve			may also resolve	to pay at half-
	dividend which	may be payable		to pay at half-yearly or other			yearly or other suitable intervals
	at a fixed rate if they are of the			suitable intervals		to be settled by	to be settled by them any
	opinion that the	reserves of the		them any dividend which may be			dividend which may be payable
	Company justify the payment.			payable at a fixed rate if they			at a fixed rate if they are of		the
				are of	the opinion that the		opinion that the reserves of the
				reserves of the Company justify			Company justify the payment.
				the payment.

– V-61 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before	Before revision		after		After revision (with marks)			After revision (clean)
revision			revision	1
143	The directors may, before		154		The directors may, before			The directors may, before
	recommending any dividend, set				recommending any dividend, set			recommending any dividend, set
	aside out of the profits	of the			aside out of the profits of the			aside out of the profits of the
	Company such sums as	it thinks			Company such sums as it thinks			Company such sums as it thinks
	fit as a reserve or reserves which				fit as a reserve or reserves which			fit as a reserve or reserves which
	shall, at the discretion of the				shall, subject to applicable laws			shall, subject to applicable laws
	directors, be applicable	for any			and regulations, the Listing			and regulations, the Listing
	purpose to which the profits of				Rules and	compliance with any		Rules and	compliance with any
	the Company may be properly				dividend distribution plan			dividend distribution		plan
	applied, and pending such				approved by		the shareholders by	approved by the shareholders by
	application may, at the	like			ordinary resolutions in general			ordinary resolutions in general
	discretion, either be employed in				meeting, at the discretion of the			meeting, at the discretion of the
	the business of the Company or				directors, be		applicable for any	directors, be applicable for any
	be invested in such investments				purpose to which the profits of			purpose to which the		profits of
	(other than shares of the				the Company may be properly			the Company may be		properly
	Company) as the directors may				applied, and		pending such	applied, and pending		such
	from time to time think fit. The				application may, at the like			application may, at the like
	directors may also without				discretion,	either be employed in		discretion,	either be employed in
	placing the same to reserve carry				the business of the Company or			the business of the Company or
	forward any profits which they				be invested in such investments			be invested in such investments
	may think prudent not to				(other than shares of the			(other than shares of		the
	distribute by way of dividend.				Company)	as the directors may		Company)	as the directors may
					from time	to	time think fit. The	from time	to time think fit. The
					directors may also without			directors may also without
					placing the same to reserve carry			placing the same to reserve carry
					forward any profits which they			forward any profits which they
					may think	prudent not to		may think	prudent not to
					distribute by		way of dividend.	distribute by way of dividend.

– V-62 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before	Before revision		after		After revision (with marks)	After revision (clean)
revision			revision	1
147	Any dividend or other money		158		Subject to compliance with any Subject to compliance with any
	payable in respect of a share				dividend distribution plan dividend distribution plan
	may be paid by cheque or				approved by the shareholders by approved by the		shareholders by
	warrant sent by post to the registered address of the person				ordinary resolutions in general meeting, any ~~Any d~~ividend or ordinary resolutions in general meeting, any dividend or other
	entitled or, if two	or more			other money payable in respect money payable in respect of a
	persons are the holders of the				of a share may be paid by share	may be paid by cheque or
	share or are jointly entitled to it				cheque or warrant sent by post warrant sent by post to the
	by reason of the death or				to the registered address of the registered address of the person
	bankruptcy of the	holder, to the			person entitled or, if two or entitled or, if two or more
	registered address	of that one of			more persons are the holders of persons are the holders of the
	those persons who is first named				the share or are jointly entitled share	or are jointly entitled to it
	in the register of members or to				to it by reason of the death or by reason of the		death or
	such person and to such address				bankruptcy of the holder, to the bankruptcy of the holder, to the
	as the person or persons entitled				registered address of that one of registered address of that one of
	may in writing direct. Every				those persons who is first named those	persons who is first named
	cheque or warrant shall be made				in the register of members or to in the register of members or to
	payable to the order of or to the				such person and to such address such person and		to such address
	person or persons	entitled or to			as the person or persons entitled as the person or		persons entitled
	such other person	as the person			may in writing direct. Every may in writing direct. Every
	or persons entitled may in				cheque or warrant shall be made cheque or warrant shall be made
	writing direct and	payment of			payable to the order of or to the payable to the order of or to the
	the cheque or warrant shall be a				person or persons entitled or to person or persons entitled or to
	good discharge to	the Company.			such other person as the person such other person as the person
	Any such dividend or other				or persons entitled may in or persons entitled may in
	money may also be paid by any				writing direct and payment of writing direct and payment of
	other method (including direct				the cheque or warrant shall be a the cheque or warrant shall be a
	debit or credit and bank transfer)				good discharge to the Company. good	discharge to the Company.
	which the directors consider				Any such dividend or other Any such dividend or other
	appropriate. Any joint holder or				money may also be paid by any money may also		be paid by any
	other person jointly entitled to a				other method (including direct other	method (including direct
	share as aforesaid	may give			debit or credit and bank transfer) debit	or credit and bank transfer)
	receipts for any dividend or				which the directors consider which the directors consider
	other money payable in respect				appropriate. Any joint holder or appropriate. Any		joint holder or
	of the share. The	Company shall			other person jointly entitled to a other	person jointly entitled to a
	not be liable or responsible for				share as aforesaid may give share	as aforesaid may give
	any cheque or warrant lost in				receipts for any dividend or receipts for any dividend or
	transmission nor for any				other money payable in respect other	money payable in respect
	dividend or other	monies lost to			of the share. The Company shall of the share. The Company shall
	the member or person entitled				not be liable or responsible for not be liable or responsible for
	thereto by the forged				any cheque or warrant lost in any cheque or warrant lost in
	endorsement of any cheque or				transmission nor for any transmission nor		for any
	warrant.				dividend or other monies lost to dividend or other monies lost to
					the member or person entitled the member or person entitled
					thereto by the forged thereto by the forged
					endorsement of any cheque or endorsement of any cheque or
					warrant. The payment of warrant. The payment of
					dividends and other matters dividends and other matters
					related to the holders of RMB related to the holders of RMB
					ordinary shares of the Company ordinary shares of the Company
					shall comply with the shall	comply with the
					requirements of relevant laws requirements of relevant laws
					and regulations in China. and regulations in China.

– V-63 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article		Article no.	Article no.
before	Before revision	after		After revision (with marks)				After revision (clean)
revision		revision	1
151(a)	The directors may:	162(a)		Unless otherwise provided by		Unless otherwise provided by
				applicable laws and regulations,		applicable laws and regulations,
	...			the Listing Rules and these articles, the ~~The d~~irectors may:		the Listing Rules and these articles, the directors may:
				...		...
159	Subject as otherwise provided by	170		Subject as otherwise provided by		Subject		as otherwise provided by
	the Companies Ordinance, the			the Companies Ordinance, the		the	Companies Ordinance, the
	remuneration of the auditors			remuneration of the auditors		remuneration of the auditors
	shall be fixed by the Company			shall be ~~fixed by the Company~~		shall be approved by ordinary
	in general meeting, provided			~~in general meeting, provided~~		resolutions at a general meeting.
	always that in respect of any			~~always that in respect of any~~
	particular year the Company in			~~particular year the Company in~~
	general meeting may delegate			~~general meeting may delegate~~
	the fixing of such remuneration			~~the fixing of such remuneration~~
	to the directors.			~~to the directors a~~pproved by ordinary resolutions at a general
				meeting.
161	The Company may, to the extent	Nil		~~The Company may, to the extent~~		Nil
	permitted by and in accordance			~~permitted by and in accordance~~
	with applicable laws and			~~with applicable laws and~~
	regulations, make copies of its			~~regulations, make copies of its~~
	listing documents (together with			~~listing documents (together ~~	~~with~~
	the relative application forms)			~~the relative application forms)~~
	available to the public:			~~available to the public:~~
	(a) in electronic format on			~~(a)~~ ~~in electronic format ~~	~~on~~
	CD ROM (together with			~~CD ROM (together ~~	~~with~~
	any related application			~~any related application~~
	forms in electronic format			~~forms in electronic format~~
	on the same CD ROM);			~~on the same CD ROM);~~
	and/or			~~and/or~~
	(b) in electronic format			~~(b)~~ ~~in electronic format~~
	through publication of the			~~through publication ~~	~~of the~~
	listing document (together			~~listing document (together~~
	with any related			~~with any related~~
	application forms) on the			~~application forms) on the~~
	Company’s own website			~~Company’s own website~~
	on a continuous basis for			~~on a continuous basis for~~
	at least five years from			~~at least five years from~~
	the date of first			~~the date of first~~
	publication.			~~publication.~~

– V-64 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.				Article no.	Article no.
before		Before revision		after			After revision (with marks)		After revision (clean)
revision				revision	1
165	Subject to and to		the extent not	175		Subject to and to the extent not		Subject to and to the extent not
	prohibited by law		and in			prohibited by law and in		prohibited by law and in
	accordance with the Ordinance,					accordance with the Ordinance,		accordance with		the Ordinance,
	the Listing Rules		and other			the Listing Rules and other		the Listing Rules and other
	applicable laws, rules and					applicable laws, rules and		applicable laws,		rules and
	regulations, the Company may					regulations, the Company may		regulations, the Company may
	give notice to any member or					give notice to any member or		give notice to any member or
	other	entitled person:				other entitled person:		other	entitled person:
	(a)	personally;				(a)	personally;	(a)	personally;
	(b)	by sending it by post in a				(b)	by sending it by post in a	(b)	by sending it by post in a
		prepaid envelope or					prepaid envelope or		prepaid envelope or
		wrapper addressed to the					wrapper addressed to the		wrapper addressed to the
		member at his registered					member at his registered		member at his registered
		address as	appearing in				address as appearing in		address as appearing in
		the register (or in the					the register (or in the		the register (or in the
		case of any other entitled					case of any other entitled		case of any other entitled
		person, to	such address as				person, to such address as		person, to such address as
		he may provide to the					he may provide to the		he may provide to the
		Company for that					Company for that		Company	for that
		purpose);					purpose);		purpose);
	(c)	by delivering or leaving				(c)	by delivering or leaving	(c)	by delivering or leaving
		it at such address as					it at such address as		it at such	address as
		aforesaid;					aforesaid;		aforesaid;
	(d)	by publishing such notice				(d)	by publishing such notice	(d)	by publishing such notice
		in one English language					in one English language		in one English language
		and one Chinese language					and one Chinese language		and one Chinese language
		newspaper;					newspaper;		newspaper;
	(e)	by sending it in				(e)	by sending it in	(e)	by sending it in
		accordance with					accordance with		accordance with
		applicable	legislation and				applicable ~~legislation~~		applicable laws and
		the Listing Rules as an					laws and regulations and		regulations and the
		electronic	communication				the Listing Rules as an		Listing Rules as an
		to the member or the					electronic communication		electronic communication
		entitled person at his					to the member or the		to the member or the
		electronic	address as he				entitled person at his		entitled person at his
		may provide to the					electronic address as he		electronic address as he
		Company;					may provide to the		may provide to the
							Company;		Company;
	(f)	by publishing it in
		accordance with				(f)	by publishing it in	(f)	by publishing it in
		applicable	legislation and				accordance with		accordance with
		the Listing Rules on the					applicable ~~legislation~~		applicable laws and
		Company’s computer					laws and regulations and		regulations and the
		network (including the					the Listing Rules on the		Listing Rules on the
		Company’s website);					Company’s computer		Company’s computer
							network (including the		network (including the
							Company’s website) or		Company’s website) or
							the Stock Exchange’s		the Stock	Exchange’s
							website;		website;

– V-65 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.				Article no.	Article no.
before		Before revision		after		After revision (with marks)	After revision (clean)
revision				revision	1
	(g)	subject to the applicable				(g) subject to the applicable	(g) subject	to the applicable
		legislation and the Listing Rules, by any other				~~legislation l~~aws and regulations and the	laws and regulations and the Listing Rules, by any
		means authorised in				Listing Rules, by any	other means authorised in
		writing by the member or				other means authorised in	writing	by the member or
		the entitled person				writing by the member or	the entitled person
		concerned; or				the entitled person	concerned; or
						concerned; or
	(h)	by any means permitted					(h) by any means permitted
		by applicable legislation				(h) by any means permitted	by applicable laws and
		and the Listing Rules.				by applicable ~~legislation~~	regulations and the
						laws and regulations and	Listing	Rules.
						the Listing Rules.
166(e)	Any	notice or document or		176(e)		Any notice or document or	Any notice or document or
	corporate communication given					corporate communication given	corporate communication given
	or issued by or on behalf of the					or issued by or on behalf of the	or issued by or on behalf of the
	Company: ... (e) if		published on			Company: ... (e) if published on	Company: ... (e) if published on
	the Company’s computer					the Company’s computer	the Company’s	computer
	network (including		the			network (including the	network (including the
	Company’s website), shall be					Company’s website) or the Stock	Company’s website) or the Stock
	deemed to have been served,					Exchange’s website, shall be	Exchange’s website, shall be
	received or delivered 24 hours					deemed to have been served,	deemed to have been served,
	after	the later of (a) where it is				received or delivered 24 hours	received or delivered 24 hours
	so published, (b) notification of					after the later of (a) where it is	after the later of (a) where it is
	such	publication is	given by the			so published, (b) notification of	so published, (b) notification of
	Company at the time as					such publication is given by the	such publication is given by the
	prescribed by the Ordinance and					Company at the time as	Company at the time as
	other applicable laws, rules and					prescribed by the Ordinance and	prescribed by the Ordinance and
	regulations; ...					other applicable laws, rules and	other applicable laws, rules and
						regulations; ...	regulations; ...
Nil	Nil			181		After RMB ordinary shares of	After RMB ordinary shares of
						the Company is listed on the	the Company is listed on the
						Shanghai Stock Exchange, the	Shanghai Stock Exchange, the
						company shall make	company shall	make
						announcements in accordance	announcements in accordance
						with the requirements of the	with the requirements of the
						CSRC and the Shanghai Stock	CSRC and the	Shanghai Stock
						Exchange. Notices issued by the	Exchange. Notices issued by the
						Company to the holders of its	Company to the holders of its
						RMB ordinary shares shall be	RMB ordinary	shares shall be
						announced on the media	announced on the media
						designated by the CSRC. Once	designated by the CSRC. Once
						the announcement is made, it	the announcement is made, it
						will be deemed that all holders	will be deemed that all holders
						of RMB ordinary shares of the	of RMB ordinary shares of the
						Company have received the	Company have	received the
						notice. Where the notice is to be	notice. Where the notice is to be
						sent to other shareholders at the	sent to other shareholders at the
						same time, the provisions of	same time, the	provisions of
						these articles shall be followed.	these articles shall be followed.

– V-66 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.				Article no.	Article no.
before		Before revision		after			After revision (with marks)		After revision (clean)
revision				revision	1
176	(a)	Subject to the provisions		187		(a)	Subject to the provisions	(a)	Subject to the provisions
		of the Companies					of the Companies		of the Companies
		Ordinance,	but without				Ordinance, but without		Ordinance, but without
		prejudice to any					prejudice to any		prejudice to any
		indemnity to which a					indemnity to which a		indemnity to which a
		director may otherwise be					director may otherwise be		director may otherwise be
		entitled every director,					entitled every director,		entitled every director,
		former director,					former director,		former director,
		responsible	person,				responsible person, senior		responsible person, senior
		officer or auditor of the					management, officer or		management, officer or
		Company shall be					auditor of the Company		auditor of the Company
		indemnified out of the					shall be indemnified out		shall be indemnified out
		assets of the Company					of the assets of the		of the assets of the
		against any liability, loss					Company against any		Company against any
		or expenditure incurred					liability, loss or		liability, loss or
		by him in defending any					expenditure incurred by		expenditure incurred by
		proceedings, whether					him in defending any		him in defending any
		civil or criminal, which					proceedings, whether		proceedings, whether
		relate to anything done or					civil or criminal, which		civil or criminal, which
		omitted to be done or					relate to anything done or		relate to anything done or
		alleged to have been done					omitted to be done or		omitted to be done or
		or omitted	to be done by				alleged to have been done		alleged to have been done
		him as a director, former					or omitted to be done by		or omitted to be done by
		director, responsible					him as a director, former		him as a director, former
		person, officer or auditor					director, responsible		director, responsible
		of the Company.					person, senior		person, senior
							management, officer or		management, officer or
	(b)	Paragraph (a) shall not					auditor of the Company.		auditor of the Company.
		apply to:
						(b)	Paragraph (a) shall not	(b)	Paragraph (a) shall not
		(i) any	liability of the				apply to:		apply to:
		director, former
		director,					(i) any liability of the		(i) any liability of the
		responsible					director, former		director, former
		person, officer or					director,		director,
		auditor to pay:					responsible		responsible
		(A)	a fine imposed in criminal proceedings;				person, senior management, officer or auditor to pay:		person, senior management, officer or auditor to pay:
			or				(A) a fine		(A) a fine
		(B)	a sum payable by way of a penalty in				imposed in criminal proceedings; or		imposed in criminal proceedings; or
			respect of				(B) a sum		(B) a sum
			non-				payable by		payable by
			compliance				way of a		way of a
			with any				penalty in		penalty in
			requirement				respect of		respect of
			of a				non-		non-
			regulatory				compliance		compliance
			nature; or				with any		with any
							requirement		requirement
							of a		of a
							regulatory		regulatory
							nature; or		nature; or

– V-67 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.					Article no.	Article no.
before		Before revision			after			After revision (with marks)			After revision (clean)
revision					revision	1
	(ii)	any liability incurred by					(ii)	any liability incurred by		(ii)	any liability incurred by
		the director, former						the director, former			the director, former
		director, responsible						director, responsible			director, responsible
		person,	officer or auditor:					person, senior			person, senior
		(A)	in defending criminal					management, officer or auditor:			management, officer or auditor:
			proceedings in					(A)	in defending		(A)	in defending
			which the director,						criminal			criminal
			former director,						proceedings in			proceedings in
			responsible						which the director,			which the director,
			person, officer or						former director,			former director,
			auditor is						responsible			responsible
			convicted;						person, senior			person, senior
		(B)	in defending civil proceedings brought by the						management, officer or auditor is convicted;			management, officer or auditor is convicted;
			Company, or an					(B)	in defending civil		(B)	in defending civil
			associated						proceedings			proceedings
			company of the						brought by the			brought by the
			Company, in						Company, or an			Company, or an
			which judgment is						associated			associated
			given	against the					company of the			company of the
			director, former						Company, in			Company, in
			director,						which judgment is			which judgment is
			responsible						given against the			given against the
			person, officer or						director, former			director, former
			auditor;						director,			director,
		(C)	in defending civil proceedings brought on behalf of the Company						responsible person, senior management, officer or auditor;			responsible person, senior management, officer or auditor;
			by a member of					(C)	in defending civil		(C)	in defending civil
			the Company or of						proceedings			proceedings
			an associated						brought on behalf			brought on behalf
			company of the						of the Company			of the Company
			Company, in						by a member of			by a member of
			which judgment is						the Company or of			the Company or of
			given	against the					an associated			an associated
			director, former						company of the			company of the
			director,						Company, in			Company, in
			responsible						which judgment is			which judgment is
			person, officer or						given against the			given against the
			auditor;						director, former			director, former
									director,			director,
									responsible			responsible
									person, senior			person, senior
									management,			management,
									officer or auditor;			officer or auditor;

– V-68 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before	Before revision		after		After revision (with marks)			After	revision (clean)
revision			revision	1
	(D)	in defending civil			(D) in defending civil			(D)	in defending civil
		proceedings			proceedings				proceedings
		brought on behalf			brought on behalf				brought on behalf
		of an associated			of an associated				of an associated
		company of the			company of the				company of the
		Company by a			Company by a				Company by a
		member of the			member of the				member of the
		associated			associated				associated
		company or by a			company or by a				company or by a
		member of an			member of an				member of an
		associated			associated				associated
		company of the			company of the				company of the
		associated			associated				associated
		company, in which			company, in which				company, in which
		judgment is given			judgment is given				judgment is given
		against the			against the				against the
		director, former			director, former				director, former
		director,			director,				director,
		responsible			responsible				responsible
		person, officer or			person, senior				person, senior
		auditor; or			management,				management,
	(E)	in connection with an application for			officer or auditor; or				officer or auditor; or
		relief under			(E) in connection with			(E)	in connection with
		section 903 or 904			an application		for		an application	for
		of the Companies			relief under				relief under
		Ordinance in			section 903 or		904		section 903 or	904
		which the Court			of the Companies				of the Companies
		refuses to grant			Ordinance in				Ordinance in
		the director,			which the Court				which the Court
		former director,			refuses to grant				refuses to grant
		responsible			the	director,			the director,
		person, officer or			former director,				former director,
		auditor relief.			responsible				responsible
					person, senior				person, senior
					management,				management,
					officer or auditor				officer or auditor
					relief.				relief.

– V-69 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.		Article no.	Article no.
before	Before revision	after		After revision	(with marks)		After revision (clean)
revision		revision	1
180	Any director or the secretary or	191		Any director or the secretary or			Any director or the secretary or
	other authorised officer of the			other authorised senior			other authorised senior
	Company shall have power to			management or officer of the			management or officer of the
	authenticate any documents			Company shall have power to			Company shall have power to
	affecting the constitution of the			authenticate any documents			authenticate any documents
	Company and any resolutions			affecting the constitution of		the	affecting the constitution of	the
	passed by the Company or the			Company and any resolutions			Company and any resolutions
	directors or any committee, and			passed by the Company or the			passed by the Company or the
	any books, records, documents			directors or any committee, and			directors or any committee, and
	and accounts relating to the			any books, records, documents			any books, records, documents
	business of the Company, and to			and accounts relating to the			and accounts relating to the
	certify copies thereof or extracts			business of the Company, and to			business of the Company, and to
	therefrom as true copies or			certify copies thereof or extracts			certify copies thereof or extracts
	extracts and, where any books,			therefrom as true	copies or		therefrom as true copies or
	records, documents or accounts			extracts and, where any books,			extracts and, where any books,
	are elsewhere than at the Office,			records, documents or accounts			records, documents or accounts
	the local manager or such other			are elsewhere than at the Office,			are elsewhere than at the Office,
	officer of the Company having			the local manager or such other			the local manager or such other
	the custody thereof shall be			senior management, officer of			senior management, officer of
	deemed to be the authorised			the Company having the custody			the Company having the custody
	officer of the Company as			thereof shall be deemed to be			thereof shall be deemed to be
	aforesaid. A document purporting			the authorised officer of the			the authorised officer of the
	to be a copy of a resolution or			Company as aforesaid. A			Company as aforesaid. A
	an extract from the minutes of a			document purporting to be a			document purporting to be a
	meeting of the Company or of			copy of a resolution or an			copy of a resolution or an
	the directors or any local board			extract from the minutes of a			extract from the minutes of a
	or committee which is certified			meeting of the Company or of			meeting of the Company or of
	as aforesaid shall be conclusive			the directors or any local board			the directors or any local board
	evidence in favour of all persons			or committee which is certified			or committee which is certified
	dealing with the Company upon			as aforesaid shall be conclusive			as aforesaid shall be conclusive
	the faith thereof that such			evidence in favour of all persons			evidence in favour of all persons
	resolution has been duly passed,			dealing with the Company upon			dealing with the Company upon
	or as the case may be, that any			the faith thereof that such			the faith thereof that such
	minute so extracted is a true and			resolution has been duly passed,			resolution has been duly passed,
	accurate record of proceedings at			or as the case may be, that any			or as the case may be, that any
	a duly constituted meeting.			minute so extracted is a true and			minute so extracted is a true and
				accurate record of proceedings at			accurate record of proceedings at
				a duly constituted meeting.			a duly constituted meeting.

– V-70 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.				Article no.	Article no.
before		Before revision		after		After revision (with marks)	After revision (clean)
revision				revision	1
181	(a)	Notwithstanding anything		Nil		~~(a)~~ ~~Notwithstanding anything~~ Nil
		contained in these				~~contained in these~~
		Articles, if the				~~Articles, if the~~
		Companies Ordinance				~~Companies Ordinance~~
		prohibits an act being				~~prohibits an act being~~
		done, the act shall not be				~~done, the act shall not be~~
		done.				~~done.~~
	(b)	Nothing contained in				~~(b)~~ ~~Nothing contained in~~
		these Articles	prevents an			~~these Articles prevents an~~
		act being done that the				~~act being done that the~~
		Companies Ordinance				~~Companies Ordinance~~
		requires to be	done.			~~requires to be done.~~
	(c)	If any provision of these				~~(c)~~ ~~If any provision of these~~
		Articles is or becomes				~~Articles is or becomes~~
		inconsistent with any				~~inconsistent with any~~
		provision of the				~~provision of the~~
		Companies Ordinance,				~~Companies Ordinance,~~
		these Articles	are deemed			~~these Articles are deemed~~
		not to contain	that			~~not to contain that~~
		provision to the extent of				~~provision to the extent of~~
		the inconsistency and to				~~the inconsistency and to~~
		the extent it does not				~~the extent it does not~~
		breach any provision of				~~breach any provision of~~
		the Companies				~~the Companies~~
		Ordinance.				~~Ordinance.~~
Nil	Nil			192		The issuance, listing, The issuance, listing,
						registration, trading and other registration, trading and other
						matters of the Company’s RMB matters of the Company’s RMB
						ordinary shares are governed by ordinary shares are governed by
						the Chinese laws, regulations the Chinese laws, regulations
						and regulatory documents. If the and regulatory documents. If the
						Company maintains the listing of Company maintains the listing of
						its RMB ordinary shares on the its RMB ordinary shares on the
						Shanghai Stock Exchange, the Shanghai Stock Exchange, the
						Company shall comply with the Company shall comply with the
						Chinese laws and regulations and Chinese laws		and regulations and
						relevant requirements of the PRC relevant requirements of the PRC
						securities regulatory authorities securities regulatory authorities
						for red-chip enterprises and any for red-chip enterprises and any
						applicable Hong Kong law. The applicable Hong Kong law. The
						arrangements of the Company to arrangements		of the Company to
						protect the rights of holders of protect the rights of holders of
						its RMB ordinary shares as a its RMB ordinary shares as a
						whole shall not be less than the whole shall not be less than the
						requirements of Chinese laws, requirements		of Chinese laws,
						regulations and regulatory regulations and regulatory
						documents. documents.

– V-71 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.
before		Before revision	after		After revision (with marks)				After revision (clean)
revision			revision	1
Nil	Nil		193		Any dispute arising from the		Any dispute arising from the
					initial	public offering and listing	initial		public offering and listing
					of RMB Ordinary shares on the		of RMB Ordinary shares on the
					STAR	Market of the Shanghai	STAR		Market of	the Shanghai
					Stock	Exchange and during the	Stock		Exchange and during the
					listing	period of the Company on	listing period of			the Company on
					STAR	Market of the Shanghai	STAR		Market of	the Shanghai
					Stock	Exchange shall be	Stock		Exchange shall be
					governed by the laws of the		governed by the			laws of the
					PRC, and be adjudicated by		PRC,	and be adjudicated by
					competent courts in China.		competent courts in China.
					The “disputes” include:		The “disputes” include:
					(1)	where Directors or senior	(1)		where Directors or senior
						management personnel			management personnel
						violate laws and			violate laws and
						regulations or the			regulations or the
						provisions of these			provisions of these
						articles in performing			articles in performing
						their duties and cause			their duties and cause
						losses to the Company, or			losses to the Company, or
						others infringe on the			others infringe on the
						legal rights and interests			legal rights and interests
						of the Company and			of the Company and
						cause losses to the			cause losses to the
						Company, derivative			Company, derivative
						litigation filed by			litigation	filed by
						shareholders who			shareholders who
						individually or			individually or
						collectively hold more			collectively hold more
						than 1% of the			than 1% of the
						Company’s RMB ordinary			Company’s RMB ordinary
						shares for more than 180			shares for more than 180
						consecutive days;			consecutive days;
					(2)	where the company fails	(2)		where the company fails
						to disclose information in			to disclose information in
						accordance with			accordance with
						regulations, or there is			regulations, or there is
						misrepresentation,			misrepresentation,
						misleading statement or			misleading statement or
						material omission in			material omission in
						securities issuance			securities	issuance
						documents, regular			documents, regular
						reports, interim reports			reports, interim reports
						and other information			and other	information
						disclosure materials,			disclosure materials,
						which causes holders of			which causes holders of
						RMB ordinary shares to			RMB ordinary shares to
						suffer losses in securities			suffer losses in securities
						transactions, civil			transactions, civil
						lawsuits filed by holders			lawsuits filed by holders
						of RMB ordinary shares			of RMB ordinary shares
						against the Company and			against the Company and
						other responsible persons.			other responsible persons.

– V-72 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX V

Article no.			Article no.	Article no.	Article no.
before		Before revision		after		After revision (with marks)			After revision (clean)
revision			revision		1
Nil	Nil			194		For matters not covered in these		For matters not covered in these
						articles or where any of these		articles or where any of these
						articles conflicts with the	laws,	articles conflicts with the laws,
						administrative regulations,		administrative regulations,
						departmental rules, normative		departmental rules, normative
						documents promulgated from		documents promulgated from
						time to time, and the relevant		time to time, and the relevant
						provisions of the securities		provisions of the securities
						regulatory rules of the places		regulatory rules of the places
						where the Company’s shares are		where the Company’s shares are
						listed, the relevant laws,		listed, the relevant laws,
						administrative regulations,		administrative regulations,
						departmental rules, normative		departmental rules, normative
						documents and the securities		documents and the securities
						regulatory rules of the places		regulatory rules of the places
						where the Company’s shares are		where the Company’s shares are
						listed shall prevail.		listed shall prevail.

– V-73 –

POLICY GOVERNING THE PROCEDURES FOR THE HOLDING OF GENERAL MEETINGS

APPENDIX VI

HUA HONG SEMICONDUCTOR LIMITED

POLICY GOVERNING THE PROCEDURES FOR THE HOLDING OF GENERAL MEETINGS

Chapter 1 General Provisions

Article 1. In order to protect the legitimate interests of Hua Hong Semiconductor Limited (hereinafter referred to as the “ Company ”) and its shareholders, clearly define the duties and powers of the general meetings of shareholders, improve the efficiency of discussion for general meetings, and ensure the general meetings can lawfully exercise duties and authorities, these Rules are specially formulated in accordance with the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (hereinafter referred to as the “ Companies Ordinance ”), the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “ STAR Market Listing Rules” ), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “ Stock Exchange Listing Rules ”, which, together with the STAR Market Listing Rules, are collectively referred to as the “ Listing Rules ”), and other laws, regulations and normative documents, the Articles of Association of Hua Hong Semiconductor Limited (hereinafter referred to as the “ Articles of Association ”), as well as the actual circumstances of the Company.
Article 2. The Company, all shareholders, shareholders’ proxies, all Directors, senior management officers, relevant staffs of the general meetings, and other personnel present at the general meetings are bound by these Rules.
Article 3. The board of the Company shall comply strictly with the provisions related to the convening of the general meetings in applicable laws and regulations, the Listing Rules, and the Articles of Association, and shall organize the general meetings earnestly and timely. All Directors of the Company shall bear the responsibility of integrity and diligence for normal convening of the general meetings. No Director shall hinder the general meetings from lawfully performing the duties thereof.

Chapter 2 Powers of the General Meeting

Article 4. Subject to the provisions of applicable laws and regulations, the Listing Rules and the Articles of Association, the general meeting of the Company may exercise the following powers:
(1) to consider and approve the Company’s increase in the total number of outstanding shares (including issued shares (including preferred shares), securities convertible into shares, warrants and other securities that affect the Company’s share capital);

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POLICY GOVERNING THE PROCEDURES FOR THE HOLDING OF GENERAL MEETINGS

APPENDIX VI

(2) to cancel any shares that have not been subscribed for or agreed to subscribe for by any person on the date on which the relevant resolution is passed;
(3) to appoint and remove any directors (except those who may be appointed and removed by the board as permitted by applicable laws and regulations and the Articles of Association);
(4) to approve the payment of any compensation to any director or former director for dismissal or retirement in addition to contractual entitlements;
(5) to consider and approve the Company’s dividend distribution plan;
(6) to consider and approve the annual report of the board;
(7) to determine fundamental change of the Company’s business;
(8) to make a resolution on the Company’s engagement and dismissal of the auditor responsible for the annual review;
(9) to consider and approve the external guarantees that should be approved by the general meeting in accordance with applicable laws and regulations and the Listing Rules;
(10) to consider and approve the Company’s equity incentive plan and employee stock ownership plan;
(11) to consider and approve major transactions that should be approved by the general meeting as stipulated in Article 5 of these Rules;
(12) to consider and approve connected or related transactions that should be approved by the general meeting in accordance with applicable laws and regulations and the Listing Rules;
(13) to reduce the total number of outstanding shares of the Company (including any redemption or repurchase of shares not covered by the general mandate granted by shareholders in general meetings), subject to compliance with applicable laws and regulations, the Articles of Association and other requirements of the Companies Ordinance;
(14) to approve amendments to the Articles of Association, or to adopt new Articles of Association of the Company;
(15) to consider and approve the purchase or sale of major assets of the Company that exceeds 30% of the Company’s latest audited total assets within one year;

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APPENDIX VI

(16) to consider and approve the change of the use of raised funds that should be approved by the general meeting in accordance with applicable laws and regulations, regulatory documents and the Listing Rules;
(17) to approve the merger, division, spin-off, dissolution, liquidation or change of corporate form of the Company;
(18) to approve any voluntary withdrawal of shares from the existing stock exchange, and to decide not to trade on the existing stock exchange, or to apply for sale or transfer on other stock exchanges;
(19) to consider and approve other matters that should be considered and approved by the general meeting in accordance with applicable laws and regulations, the Listing Rules, the Articles of Association and others.

To the extent permitted by applicable laws and regulations and the Listing Rules, the general meeting may authorise the board to exercise relevant powers through appropriate procedures. Where applicable laws and regulations and the Listing Rules allow any matters to be approved in the form of shareholders’ written consent or resolution in lieu of the shareholders’ general meeting, this article shall not be deemed to require such matters to be approved by the shareholders’ general meeting.

The matters considered at the general meeting shall be passed by ordinary resolutions or special resolutions as prescribed by applicable laws and regulations, the Listing Rules, the Articles of Association and this article. Notwithstanding any other provisions in this article, where applicable laws and regulations, the Listing Rules, the Articles of Association and this article require that certain resolutions shall be passed by the members of the Company entitled to vote at the general meeting in person or (if a proxy is allowed) by proxy or (if the member is a corporation) by its duly authorised representative with not less than two-thirds of the votes held by the shareholders present at the meeting, such provision shall be followed.

Article 5. The following material transactions of the Company shall be subject to review and approval by the general meetings before implementation:
(1) According to the STAR Market Listing Rules, the transactions of the Company (except for providing guarantees) that meet any one of the following criteria should be submitted to the general meeting for consideration and approval after it is considered and approved by the board:
- (a) The total amount of assets involved in the transaction (where both the book value and the assessed value exist, whichever is higher shall prevail) representing 50% or more of the Company’s most recent audited total assets of the Company in its latest financial period;

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APPENDIX VI

(b) The transaction amount representing 50% or more of the market capitalization of the Company;
(c) The net assets of the transaction target (e.g. equity) in the most recent financial year representing 50% or more of the market value of the Company;
(d) The operating income related to the transaction target (e.g. equity) in the most recent financial year representing 50% or more of the audited operating income of the Company in the most recent financial year, and exceeding RMB50 million;
(e) The profits generated by the transaction representing 50% or more of the audited net profits of the Company in the most recent financial year, and exceeding RMB5 million;
(f) The net profits related to the transaction target (e.g. equity) in the most recent financial year representing 50% or more of the audited net profits of the Company in the most recent financial year, and exceeding RMB5 million.

The transaction amount mentioned above refers to the transaction amount paid and the debts and expenses incurred. If the transaction arrangement involves possible payment or collection of consideration in the future, and there is no specific amount or the amount is to be determined based on conditions, the maximum expected amount will be the transaction amount.

The market value specified above refers to the arithmetic average of the closing market price of 10 trading days before the transaction.

(2) If a transaction shall be submitted for consideration and approval by the shareholders at general meeting in accordance with the Stock Exchange Listing Rules, such transaction shall be so submitted to shareholders at general meeting for consideration and approval after the board has considered and approved the same.

Chapter 3 Convening of General Meetings

Article 6. In addition to any other general meeting, the Company is required by laws and regulations to hold a general meeting as an annual general meeting in each financial year of the Company, and the notice of convening the meeting shall specify the convening of the annual general meeting. The annual general meeting should be held within six months after the end of each financial year. All general meetings other than annual general meetings are called extraordinary general meetings.

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APPENDIX VI

Article 7. The board may convene a general meeting when they deem appropriate, or may convene a general meeting upon request by shareholders in accordance with the Companies Ordinance.
Article 8. The general meetings can be held in two or more places, using technology so that shareholders who are not in the same place can listen, speak and vote at the meeting. Specifically, the directors may, at their absolute discretion, designate a general meeting to be held in the form of a physical meeting, a hybrid meeting or an electronic meeting. The board shall, in accordance with the provisions of applicable laws and regulations, the Listing Rules and the Articles of Association, provide convenient means for shareholders to participate in a general meeting by adopting a safe, economical and convenient network-based mean or other means.
Article 9. The shareholders who individually or jointly hold 5% or more of the voting shares issued by the Company have the right to request the board to convene a general meeting and add resolutions to the meeting agenda, on a one vote per share basis. The board shall, issue a notice to convene a general meeting within the period stipulated in Company Ordinance and the changes made to the request by shareholders shall be subject to the consent of relevant shareholders. If the board fails to convene the general meeting within the period stipulated in Company Ordinance after receiving the request, the shareholders who request to convene the general meeting or the requesting shareholders who hold more than half of the total voting rights held by the requesting shareholders, may convene the general meeting by themselves.

The board and Company Secretary shall cooperate with respect to the general meeting convened by the shareholders. If the general meeting is convened by the shareholders as a result of the Board’ refusal to convene the same in response to the said request, any reasonable expenses incurred for the meeting shall be borne by the Company.

Chapter 4 Proposals at General Meetings

Article 10. The proposals for consideration at general meetings shall be within the scope of authorities and duties of the shareholders at general meetings, specific proposals and resolutions shall be provided in compliance with relevant requirements under applicable laws and regulations, the Listing Rules and the Articles of Association.
Article 11. The shareholders of the Company can handle the following matters at the general meeting:
(1) the matters set out in the notice of general meeting (or any supplement thereof) given by the board (or any duly authorised committee) or at its direction;
(2) the matters referred to the general meeting for handling by the board (or any duly authorised committee) or otherwise duly at its direction;

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APPENDIX VI

(3) the matters related to shareholders’ request for the Company to circulate the resolutions of the annual general meeting in accordance with Section 615 of the Companies Ordinance;
(4) on the premise of not affecting the holding of the general meeting as scheduled, the matters properly submitted in accordance with the Articles of Association to the general meeting by the shareholders who meet the following requirements: (i) all of such shareholders are the shareholders of the Company recorded in the register and individually or jointly hold 3% (inclusive) or more of the total number of voting shares issued by the Company when they put forward the proposal to the Company in accordance with the Articles of Association or other regulations of the Company’s system and when the date for determining the right to vote at the relevant general meeting is recorded, and (ii) put forward a proposal and submit it to the board in writing 10 days prior to the general meeting; and
(5) any other matters to be approved at any general meeting in accordance with applicable laws and regulations and the Listing Rules.
Article 12. Subject to any other applicable provisions, in order to ensure proper submission of matters by shareholders to general meetings for processing, shareholders shall give appropriate notice in writing to the Corporate Securities Agency of the Company.
Article 13. To be in proper written form, a shareholder’s notice bringing in a proposal must set forth the following contents as to each matter shareholders proposes to bring before the general meeting:
(1) a brief description of the business desired to be brought before the general meeting and the reasons for conducting such business at the general meeting;
(2) the name and record address of such shareholder;
(3) the class or series and number of shares of the Company which are owned beneficially or of record by such shareholder;
(4) a description of all arrangements or understandings between such shareholder and any other person or persons (including their names) in connection with the proposal of such business by such shareholder and any material interest of such shareholder in such business; and
(5) a representation that such shareholder intends to appear in person or by proxy at the general meeting to bring such business before the meeting.

– VI-6 –

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APPENDIX VI

Chapter 5 Notice of the General Meeting

Article 14. Subject to the provisions of the Companies Ordinance, an annual general meeting shall be called by notice in writing of at least twenty-one clear days (or such longer period as may be required by the Listing Rules), and an extraordinary general meeting shall be called by notice in writing of at least fourteen clear days (or such longer period as may be required by the Listing Rules or Companies Ordinance). The notice shall specify the place, the day and the time of meeting (and if the meeting is to be held in 2 or more places, the principal place of the meeting and the other place or places of the meeting), the agenda and details of the resolution and the general nature of such business, and in the case of an annual general meeting shall specify the meeting as such. If a resolution (whether or not a special resolution) is intended to be moved at the meeting, the notice must include notice of the resolution, and include or be accompanied by a statement containing any information or explanation that is reasonably necessary to indicate the purpose of the resolution. Notice of a general meeting shall be given to such persons as are, under the Articles of Association, entitled to receive such notices from the Company. For notice of a general meeting, there shall appear on every such notice with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him and that a proxy need not be a member of the Company. Subject to the provisions of the Companies Ordinance, a meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in the Articles of Association and this Article, be deemed to have been duly called if it so agreed:
(1) in the case of an annual general meeting, by all the members entitled to attend and vote thereat; and
(2) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent of the total voting rights at the meeting of all the members.
Article 15. The accidental omission to give notice of a meeting or a resolution intended to be moved at a general meeting to, or the non-receipt of notice of a meeting or a resolution intended to be moved at a general meeting by, any person entitled to receive notice shall not invalidate any resolution(s) passed or the proceedings at that meeting. In cases where instruments of proxy are sent out with notices, the accidental omission to send such instrument of proxy to, or the non-receipt of such instrument of proxy by, any person entitled to receive notice shall not invalidate any resolution(s) passed the proceedings at that meeting.

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APPENDIX VI

Chapter 6 Convening of the General Meeting

Article 16. No business shall be transacted at any meeting unless a quorum is present when the meeting proceeds to business and continues to be present until the conclusion of the meeting. Two persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporation which is a member, shall be a quorum.
Article 17. If a quorum is not present within half an hour after the time appointed for holding the meeting, the meeting, if convened on the requisition of or by members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and (if applicable) the same place, or to such day, time and (if applicable) place as the board may determine. If at the adjourned meeting a quorum is not present within thirty minutes after the time appointed for holding the meeting, the member or members present in person or by proxy or a duly authorised representative of a corporation which is a member shall be a quorum and may transact the business for which the meeting was called.
Article 18. The chairman (if any) of the board or, in his absence the vice-chairman (if any) or in the absence of both of them some other director nominated by the board shall preside as chairman of every general meeting of the Company but, if neither the chairman nor the vice-chairman nor such other director (if any) is present within fifteen minutes after the time appointed for holding the meeting and is willing to act, the directors present shall elect one of their number present to be chairman and, if there is only one director present and willing to act, he shall be chairman.
Article 19. If no director is willing to act as chairman or, if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be chairman.
Article 20. Without prejudice to any other power of adjournment he may have under applicable laws and regulations, the Listing Rules, the Articles of Association or at common law, the chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place(s) to place(s), but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original notice. Save as aforesaid, it shall not be necessary to give any notice of an adjourned meeting or the business to be transacted thereat.

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APPENDIX VI

Article 21. Subject to the provisions of the Articles of Association, the board may, at its sole discretion, arrange for persons entitled to attend general meetings to attend and participate in general meetings by electronic means at one or more places designated by the board at its sole discretion from time to time.

Article 22. All general meetings are subject to the following:

(1) A physical or hybrid meeting will be deemed to have commenced if it has already commenced at the primary meeting venue;
(2) A member in person (if the member is a corporation, by its duly authorised representative) or by proxy:
(i) attending and participating in a physical meeting or hybrid meeting at one meeting venue; and/or
(ii) attending and participating in an electronic general meeting or hybrid meeting through electronic means

shall be deemed to be present at and counted in the quorum of the meeting, and shall be entitled to vote at the meeting, and the meeting shall be duly convened and its proceedings shall be valid, provided that the chairman of the meeting shall be satisfied that sufficient electronic means are available during the meeting to ensure that members and/or proxies at all meeting venues and members and/or proxies through electronic means attending an electronic general meeting or hybrid meeting are able to participate in the business of the meeting held for this purpose;

(3) If members and/or proxies participate in the meeting by being present at one of the meeting venues, and/or if members and/or proxies participate in an electronic general meeting or hybrid meeting through electronic means, but the electronic means or communication equipment fail to function for any reason, or any other arrangements fail to enable persons at the meeting venues other than the primary meeting venue to participate in the business of the meeting, or (in the case of an electronic general meeting or hybrid meeting) notwithstanding sufficient electronic means provided by the Company, but one or more members and/or proxies fail to access or continue to access the electronic means, the validity of the meeting or the resolutions passed or any business conducted at the meeting or any action taken pursuant to such business will not be affected thereby, provided that a sufficient quorum is present during the meeting; and; and
(4) References in the Articles of Association to the provisions relating to the service and giving of notices of general meetings and the time of delivery of letters of proxy shall be based on the date and time in Hong Kong.

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APPENDIX VI

POLICY GOVERNING THE PROCEDURES FOR THE HOLDING OF GENERAL MEETINGS

Article 23. The board and (at any general meeting) the chairman of the meeting may from time to time at its sole discretion make appropriate arrangements (including but not limited to issuing tickets or certain other identification methods, passwords, reservations, electronic voting or other methods) for the management of attendance and/or participation and/or voting at any meeting venue and/or (in the case of an electronic general meeting or hybrid meeting) through electronic means, and may change any such arrangements from time to time, provided that members entitled to attend the general meeting or adjourned meeting shall have the right to attend and participate in the meeting in person (if the member is a corporation, by its duly authorised representative) or by proxy at a meeting venue or through electronic means; and the right of any member to attend the general meeting or adjourned meeting at relevant meeting venue or through electronic means will be subject to any relevant arrangements which may be in force at the time and those specified in the notice of the meeting or adjourned meeting as applicable to that meeting.
Article 24. If the chairman of a general meeting (or, if there is no chairman, the board) considers:
(1) in the case of a physical meeting or a hybrid meeting, the electronic means available for attendance at the primary meeting venue or other meeting place of the meeting are insufficient for the purposes set out in the Articles of Association or otherwise insufficient to enable the meeting to be conducted substantially in accordance with the provisions contained in the notice of the meeting;
(2) in the case of an electronic general meeting or hybrid meeting, the electronic means provided by the Company are insufficient;
(3) it is impossible or practicable to ascertain the views of those present or to give all persons entitled to communicate and/or vote at the meeting a reasonable opportunity to do so; or
(4) the occurrence of violence or threats of violence, misconduct or other disturbances at the meeting makes it impossible or practicable to ensure the proper and orderly conduct of the meeting,

then without prejudice to any other powers the chairman or the board may have under the Articles of Association or at common law, the chairman or the board may, at its absolute discretion, adjourn the meeting (including adjournment indefinitely), before or after the commencement of the meeting, without the consent of the general meeting, regardless of whether the general meeting has a sufficient quorum. All matters handled at the meeting until the adjournment are valid. Adjournment is subject to the provisions of the Articles of Association.

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APPENDIX VI

Article 25. Subject to the provisions of the Articles of Association, a physical meeting may also be held by telephone, electronic or other means of communication which allows all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such meeting will constitute physical attendance at the meeting.

Chapter 7 Voting and Resolution of the General Meeting

Article 26. At any general meeting, the shareholders may speak and vote in respect of any resolutions. However, if permitted by the Listing Rules of the relevant stock exchange, the chairman of the general meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be decided by a show of hands. For the purposes of the Articles of Association, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its members; and (ii) relate to the chairman’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all members a reasonable opportunity to express their views.
Article 27. On any resolution where a vote is not required under applicable laws and regulations, the Listing Rules, or the Articles of Association to be held on a poll, a poll may be demanded before or on the declaration of the result of the show of hands:
(1) by the chairman of the meeting; or
(2) by not less than five members having the right to vote at the meeting; or
(3) by a member or members present in person or by proxy, or a duly authorised representative of a corporation which is a member, representing not less than five percent (5%) of the total voting rights of all the members having the right to vote at the meeting; or
(4) by a member or members holding shares conferring a right to vote at the meeting on which an aggregate sum has been paid up equal to not less than five percent (5%) of the total sum paid up on all the shares conferring that right.

Where a resolution is voted on by a show of hands, a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the minutes of the meeting, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded in favour of or against the resolution.

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Article 28. The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman at any time before the close of the meeting or the taking of the poll, whichever is the earlier, and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.
Article 29. A poll shall be taken as the chairman directs, and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
Article 30. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have.
Article 31. A poll demanded on the election of a chairman or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the chairman directs, not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
Article 32. (1) Subject to the provisions of applicable laws and regulations and the Listing Rules, a resolution in writing signed by all the members who on the date of circulation of the resolution in writing are entitled to attend and vote at general meetings shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held. A written notice of confirmation of such resolution in writing signed by or on behalf of a member shall be deemed to be his signature to such resolution in writing for the purposes of this Article. Such resolution in writing may consist of several documents each signed by or on behalf of one or more members. A resolution which is signed and sent by a member by facsimile message or other electronic means shall be treated as being signed by him for the purpose of this Article.
(2) Notwithstanding any provisions contained in the Articles of Association, a resolution in writing shall not be passed for the purpose of removing a director before the expiration of the director’s term of office or for the purpose of removing the auditors before the end of the auditor’s term of office.

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Article 33. Where any member is, under the rules prescribed by The Stock Exchange of Hong Kong Limited and the Shanghai Stock Exchange from time to time, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be counted.
Article 34. Shareholders have the right to supervise the Company’s business operations and make suggestions or inquiries in accordance with applicable laws and regulations, the Listing Rules and the Articles of Association. Directors and officers shall provide explanations on the members’ reasonable inquiries and suggestions at the general meeting.
Article 35. Subject to any rights or restrictions attached to any shares, on a show of hands every member who (being an individual) is present in person or (being a corporation) is present by a duly authorised representative at any general meeting shall have one vote only, and on a poll every member shall have one vote for every fully paid-up share of which he is the holder.
Article 36. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the register of members.
Article 37. Any person entitled under the Articles of Association to be registered as the holder of any shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that at least 48 hours before the time of the holding of the meeting or adjourned meeting (as the case may be) at which he proposes to vote, he shall satisfy the directors of his right to be registered as the holder of such shares or the board shall have previously admitted his right to vote at such meeting in respect thereof.
Article 38. A member of unsound mind or in respect of whom an order has been made by any court having jurisdiction (whether in Hong Kong or elsewhere) in lunacy may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may, on a show of hands or on a poll, vote by proxy. If any member is a minor, he may vote by his guardian or one of his guardians who may give their votes personally or by proxy.
Article 39. No member shall have the right to vote at any general meeting or at any separate meeting of the holders of any class of shares, either in person or by representative or proxy, in respect of any share held by him unless all amounts presently payable by him in respect of that share have been paid.

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Article 40. Subject to the rules prescribed by the stock exchange(s) where shares of the Company are listed and the China Securities Regulatory Commission from time to time, only the persons registered as shareholders of the Company on the record date of any general meeting are entitled to vote at such meeting. No objection shall be raised to the qualification of any voter or to the counting of, or failure to count, any vote, except at the meeting or adjourned meeting at which the vote objected to is given or tendered. Subject to any objection made in due time, every vote counted and not disallowed at the meeting shall be valid and every vote disallowed or not counted whether given personally or by proxy shall be invalid. Any objection as to voting made in due time shall be referred to the chairman whose decision shall be final and conclusive.
Article 41. Subject to the rules prescribed by the stock exchanges where shares of the Company are listed and the China Securities Regulatory Commission from time to time, on a poll votes may be given either personally or by proxy or (in the case of a corporate member) by a duly authorised representative. A member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses the same way.
Article 42. The following matters shall be approved by the shareholders by way of special resolution passed at a general meeting:
(1) subject to compliance with other requirements of applicable laws and regulations, to consider and approve any reduction of the number of issued shares of the Company(except for redemption or repurchase of shares under general mandate granted by shareholders of the Company at a general meeting);
(2) to consider and approve any amendment to the Articles of Association of the Company or adoption of new Articles of Association of the Company;
(3) to consider and approve any amalgamation, winding up or change of company status of the Company (including a change from a public company to a private company);
(4) other matters which are required to be passed by a special resolution in accordance with applicable laws and regulations, Listing Rules and the Articles of Association.

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Notwithstanding other requirements under the Articles of Association, the following matters shall be passed by votes representing not less than two-thirds of the voting rights held by the shareholders of the Company present at a general meeting who, being entitled to do so, vote either in person or (if a proxy is permitted) by proxy or (if the shareholder is a corporation) by its duly authorised representative at the meeting:

(1) to consider and approve any material purchase or disposal of assets, where the transaction amount within one year exceeds 30% of the latest audited total assets of the Company, as provided under applicable laws and regulations and the Listing Rules;
(2) to consider and approve any provision of guarantees by the Company, where the guaranteed amount within one year exceeds 30% of the latest audited total assets of the Company, as provided under applicable laws and regulations and the Listing Rules; and
(3) other matters that only require approval by two-thirds or more of voting rights held by shareholders attending the meeting pursuant to applicable laws and regulations, the Listing Rules, and the Articles of Association.

Except as otherwise provided by applicable laws and regulations, the Listing Rules and the Articles of Association, other matters shall be passed by an ordinary resolution at a general meeting.

Chapter 8 Proxies of Shareholders

Article 43. Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member may appoint more than one proxy to attend on the same occasion. A proxy need not be a member.
Article 44. An instrument appointing a proxy shall be in writing and in such form which the board may approve, provided that this shall not preclude the use of the two-way form. An instrument of proxy shall be executed by the appointor or by its duly authorised representative. A corporation may execute a form of proxy either under its common seal or under the hand of a duly authorised officer. Deposit of an instrument of proxy shall not preclude a member from attending and voting at the meeting or at any adjournment of it and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

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Article 45. Any instrument of proxy issued to a member for use by him for appointing a proxy to attend and vote at an extraordinary general meeting or at an annual general meeting at which any business is to be transacted shall be such as to enable the member, according to his intention, to instruct the proxy to vote in favour of or against (or, in default of instructions, to exercise his discretion in respect of) each resolution dealing with any business; and unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.
Article 46. The Company may at its sole discretion from time to time designate an electronic address for receipt of any documents or information relating to the proxy for general meetings. Where the Company provides relevant electronic address, it shall be deemed to have agreed to any such document or information (relating to the aforesaid proxy) may be sent electronically to this address, subject to the provisions below and any other restrictions and conditions specified by the Company at the time of providing such relevant address. The Company may determine, from time to time and without limitation, any relevant electronic address may be used generally for such matters or exclusively for a particular general meeting or purpose, and (if so) the Company may provide different electronic addresses for different purposes. The Company may also attach any conditions to the transmission and receipt of such electronic communications, including (for the avoidance of doubt) any security or encryption arrangements that the Company may specify. If any document or information required to be sent to the Company is sent to the Company by electronic means under this article, and if the Company has not received such document or information at the electronic address designated under this article or the Company fails to designate an electronic address for receiving such document or information, such documents or information shall not be deemed to be validly served on or deposited with the Company.
Article 47. The instrument appointing a proxy and any authority under which it is executed or a copy of the authority certified notarially may:
(1) be deposited at the Office or at such other place in Hong Kong as is specified in the notice convening the meeting or at the electronic address specified by the Company under the Articles of Association, not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or the electronic address specified by the Company under the Articles of Association; or
(2) in the case of a poll taken more than 48 hours after it was demanded, at least twenty four hours before the time appointed for the taking of the poll;

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and an instrument of proxy which is not deposited or delivered in a manner so permitted shall be invalid. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution, except at an adjourned meeting in cases where the meeting was originally held within twelve months from such date.

Article 48. A vote given in accordance with the terms of an instrument of proxy or power of attorney or by the duly authorised representative of a corporation shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed or the transfer of shares in respect of which the proxy is given, provided no intimation in writing of the death, insanity, revocation or transfer shall have been received by the Company at the Office or by the electronic address specified by the Company under the Articles of Association at least 24 hours before the commencement of the meeting or adjourned meeting at which the proxy is used.
Article 49. A proxy’s authority in relation to a resolution is to be regarded as revoked if the member who has appointed the proxy:
(1) attends in person the general meeting at which the resolution is to be decided; and
(2) exercises, in relation to the resolution, the voting right attached to the shares in respect of which the proxy is appointed.
Article 50. A member who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of the meeting or any adjournment of it, even though a valid proxy notice has been delivered to the Company by or on behalf of the member.
Article 51. Any corporation which is a member of the Company may, by resolution of its board or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company, or at any separate meeting of the holders of any class of shares. The person so authorised shall be entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual member of the Company. References in the Articles of Association to a member present in person at a meeting shall, unless the context otherwise requires, include a corporation which is a member represented at the meeting by such duly authorised representative.
Article 52. Without prejudice to the Articles of Association if a Clearing House (or its nominee) is a member of the Company, it (or, as the case may be, its nominee) may authorise such person or persons as it thinks fit to act as its proxy or proxies or its representative or representatives at any meeting of the Company or at any meeting

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of any class of member of the Company or meeting of creditors provided that, if more than one person is so authorised, the instrument of proxy or authorisation shall specify the number and class of shares in respect of which each such person is so authorised. A person so authorised under the Articles of Association or the provisions of this Article will be deemed to have been duly authorised without the need of producing any documents of title, notarised authorisation and/or further evidence to substantiate that it is so authorised and shall be entitled to exercise the same powers on behalf of the Clearing House (or its nominee) which he represents as that Clearing House (or its nominee) could exercise as if such person were an individual member of the Company, including the right to speak and vote, and each such person shall be entitled to a separate vote notwithstanding any contrary provision as provided in the Articles of Association.

Chapter 9 Minutes of the General Meeting

Article 53. The minutes of the general meetings shall be kept by the Secretary of the Company. The minutes shall include:
(1) the time and place of the meeting;
(2) the names of the Chairman of the meeting and the directors present or in attendance at the meeting;
(3) the list of shareholders and proxies present at the meeting and the total number of voting shares held;
(4) resolutions that are considered and the voting results;
(5) scrutineer and lawyers participated in the meeting.

The Secretary shall ensure that the minutes is true, accurate and complete. The Chairman of the meeting shall sign the minutes of the general meeting, and shall ensure that the minutes are true, accurate and complete. The minutes of the general meetings shall be kept with (if any) the register of shareholders and Directors present at the meeting, power of attorney for proxies, and certificate of voting results signed by the scrutineer for at least 10 years.

Chapter 10 Miscellaneous

Article 54. Any matter not specified in these Rules shall be subject to relevant laws, administrative regulations, other normative documents, the rules where the share of the Company are listed and the provisions of Articles of Association. If there are any contraventions between the Rules and the laws, regulations, regulatory documents, the rules where the share of the Company are listed and the provisions of Articles

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of Association, the provisions of relevant laws, regulations, regulatory documents, the rules where the share of the Company are listed and the provisions of Articles of Association shall prevail. Where the Rules conflict with any laws, regulations, normative documents, the rules where the share of the Company are listed or the Articles of Association amended according to legal procedures, such laws, regulations, normative documents, the rules where the share of the Company are listed and the provisions of Articles of Association shall prevail, in which case the Rules shall be amended forthwith and submitted to the general meeting for review and approval after stipulated by the board of the Company.
Article 55. These Rules have been prepared by the board and submitted to the general meeting for review and approval, and shall be effective from the date of the Company’s initial public offering and listing of the RMB-denominated ordinary shares on the STAR Market Listing Rules.

Article 56. These Rules shall be construed by the board.

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APPENDIX VII

HUA HONG SEMICONDUCTOR LIMITED

POLICY GOVERNING THE PROCEDURES FOR THE HOLDING OF BOARD MEETINGS

Chapter 1 General Provisions

Article 1. In order to further regulate the method of discussion and decision-making process of the board of Hua Hong Semiconductor Limited (hereinafter referred to as the “ Company ”), facilitate the directors and the board to perform their duties and responsibilities, and improve the level of standard operation and scientific decisionmaking of the board, these rules of procedure are formulated in accordance with the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “ STAR Market Listing Rules” ), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “ Stock Exchange Listing Rules” , which, together with the STAR Market Listing Rules, are collectively referred to as the “ Listing Rules ”), and other laws, regulations and normative documents, the Articles of Association of Hua Hong Semiconductor Limited (hereinafter referred to as the “ Articles of Association” ), as well as the actual circumstances of the Company.

Chapter 2 Powers of the Board

Article 2. Subject to the provisions of the applicable law and regulations, the Listing Rules and the Articles of Association, the board of the Company may exercise the following powers:
to convene and report to the general meeting;
to implement the resolutions of the general meeting;
to formulate the Company’s profit distribution plan and loss recovery plan;
to formulate plans for increase or decrease in the issued shares of the Company;
to formulate plans for material acquisitions, mergers, winding-up, or changes of Company’s status (including changes from public company to private company, etc.);

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subject to the provisions of applicable laws and regulations, the Listing Rules and the Articles of Association, to decide the Company’s external investment, acquisition and sale of assets, asset mortgage, external guarantee, mandate wealth management, connected transactions, connected transactions, external donations, etc.;
to decide on the appointment or dismissal of the Company’s president, other officers and company secretary, and to decide on their remuneration, rewards and punishments;
to propose to the general meeting for the appointment or replacement of the auditor responsible for the audit of the Company;
to formulate plans to amend the Articles of Association;
to the extent permitted by applicable laws and regulations and the Listing Rules, to make decisions on the issuance of general bonds by the Company (except for the issuance of convertible bonds subject to shareholders’ approval); and
other powers prescribed by applicable laws and regulations, the Listing Rules and the Articles of Association.

To the extent permitted by applicable laws and regulations and the Rules of the Exchange, the board may authorize the management of the Company to exercise relevant powers through appropriate procedures.

No amendment to the Articles of Association shall invalidate any prior act of the board which would have been valid if the same had not been passed or made.

The general powers of the board given by the Articles of Association shall not be limited or restricted by any special authority or power given to the board by any other Article or by any resolution of the Company in general meeting, and a meeting of the directors at which a quorum is present may exercise all powers exercisable by the directors.

Chapter 3 Board Meetings

Article 3. Meeting Frequency

The board shall at least convene four meetings a year at approximately quarterly intervals.

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Article 4. Notice of Meeting

Notice of a meeting shall be deemed to be duly given to a Director if it is given to him personally in writing or orally or sent to him at his last known address or any other address notified by him to the Company. A Director may waive notice of any meeting and any such waiver may be prospective or retrospective.

The Chairman of the board or any two directors may, and the secretary of the Company on the requisition of such persons, shall, at any time summon a meeting of the board by notice to each Director and alternate director by telephone, facsimile, electronic email, telegraph or telex, during normal business hours, or by sending notice in writing to each Director and alternate director by first class mail, charges prepaid, at least two days before the date of the meeting, which notice shall set forth the general nature of the business to be considered unless notice is waived by all the directors (or their alternates) either at, before or after the meeting is held and provided further if notice is given in person, by telephone, facsimile, electronic email, telegraph or telex the same shall be deemed to have been given on the day it is delivered to the directors or transmitting organization as the case may be. Notice of at least fourteen days shall be given to each Director and alternate director for any regular board meeting. The accidental omission to give notice of a meeting of the board to, or the non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings of that meeting.

Article 5. Quorum of Meeting

No business shall be transacted at any board meeting unless a quorum is present. Unless the applicable law and regulations, the Listing Rules and the Articles of Association otherwise required, the quorum may be fixed by the directors and unless so fixed at any other number shall be two. An alternate director shall be counted in a quorum but, notwithstanding that an alternate director is also a director or is alternate for more than one director, he shall for quorum purposes count as only one director.

Article 6. Restrictions on Actions of the Board If the Quorum is not Met

The continuing directors or a sole continuing director may act notwithstanding any vacancies in their number, but, if the number of directors is less than the number fixed as the quorum, the continuing directors may act only for the purpose of filling vacancies or of calling a general meeting, but for no other purpose.

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Article 7. Chairman

The directors may elect from their number, and remove, a chairman and a vice chairman of the board. The chairman, or in his absence the vice chairman, shall preside at all board meetings, but if there is no chairman or vice chairman, or if at the meeting neither the chairman nor the vice chairman is present within ten minutes after the time appointed for the meeting, or if neither of them is willing to act as chairman, the directors present may choose one of their number to be chairman of the meeting.

Article 8. Validity of Resolution Remains Unaffected by the Qualification of Directors

All acts done by a board meeting, or of a committee of the directors or by a person acting as a director, shall notwithstanding that it may afterwards be discovered that there was a defect in the appointment of any director or that any of them were disqualified from holding office or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director and had been entitled to vote.

Article 9. Manner of Convening Meetings

A board meeting may consist of a conference between directors some or all of whom are in different places provided at each director who participates is able:

(a) to hear each of the other participating directors addressing the meeting; and
(b) if he so wishes, to address each of the other participating directors simultaneously, whether directly, by conference telephone, electronic or other form of communications equipment (whether in use when the Articles of Association is adopted or developed subsequently) or by a combination of such methods. A quorum shall be deemed to be present if those conditions are satisfied in respect of at least the number of directors required to form a quorum.

Article 10. Validity of Written Resolutions Signed by All Directors

A resolution in writing signed by all the directors (or their respective alternate directors as the case may be) for the time being entitled to receive notice of a board meeting or of a committee of the directors shall be as valid and effectual as if it had been passed at a board meeting or (as the case may be) of that committee, duly convened and held, and may consist of several documents in the like form each executed by one or more directors, but a resolution executed by an alternate director need not also be executed by his appointor and, if it is executed by a director who has appointed an alternate director, it need not also be executed by the alternate

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director in that capacity. A resolution which is signed and sent by a director or his alternate director or a member of such committee by cable, facsimile message, telex message or other electronic means shall be treated as being signed by him for the purpose of the Articles of Association and Rules. Notwithstanding the foregoing, a resolution in writing shall not be passed in lieu of meeting of the board for the purposes of considering any matter or business in which a substantial shareholder of the Company (as defined in the Stock Exchange Listing Rules) or a director has a conflict of interest and the board has determined that such conflict of interest to be material.

Article 11. Alternate Director

Any director (other than an alternate director) may appoint any other director, or any other person approved by resolution of the directors and willing to act, to be an alternate director and may remove from office an alternate director appointed by him. If such person is not another director, such appointment, unless previously approved by the directors, shall have effect only upon and subject to being so approved by the board.

An alternate director shall (unless he is absent from Hong Kong) be entitled to receive notices of board meetings and of committees of the directors of which his appointor is a member, to attend and vote at any such meeting at which the director appointing him is not present (in addition to his own vote if he is also a director) and generally to perform all the functions of his appointor as a director in his absence but shall not (unless the Company by ordinary resolution otherwise determines) be entitled to any fees for his services as an alternate director. If his appointor is for the time being absent from Hong Kong or otherwise not available or unable to act, his signature to any resolution in writing of the board or a committee of the board shall, unless the notice of his appointment provides to the contrary, be as effective as the signature of his appointor. An alternate director shall be entitled to be repaid expenses to be indemnified to the same extent mutatis mutandis as if he were a director.

A director who is also an alternate director has an additional vote on behalf of each appointor who: (a) is not participating in a directors’ meeting; and (b) would have been entitled to vote if he or she were participating in it.

An alternate director must not be counted or regarded as more than one director for determining whether: (a) a quorum is participating; or (b) a directors’ written resolution is adopted.

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An alternate director shall cease to be an alternate director if his appointor ceases to be a director or when his appointor removes him as an alternate director; but, if a director retires by rotation or otherwise but is reappointed or deemed to have been reappointed at the meeting at which he retires, any appointment of an alternate director made by him which was in force immediately prior to his retirement shall continue after his reappointment.

Article 12. Voting at the Board Meeting

The directors may meet together for the despatch of business, adjourn, and otherwise regulate their meetings as they think fit. Questions arising at a meeting shall be decided by a majority of votes. Any matters to be handled at a meeting shall be subject to the approval by a majority of the directors present at the meeting, unless otherwise stipulated by applicable laws and regulations, the Listing Rules and the Articles of Association. The voting on the resolutions of the board shall implement the one-person-one-vote system. In case of an equality of votes, the chairman shall have a second or casting vote. A director may, and the secretary on the requisition of a director shall, call a board meeting. A director who is also an alternate director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote; and an alternate director who is appointed by two or more directors shall be entitled to a separate vote on behalf of each of his appointors in the appointor’s absence.

If a director has an affiliate relationship with the subject involved in the resolutions of the board meeting, the affiliated director (as defined in the Rules of Shanghai Stock Exchange for the Listing of Stocks on the STAR Market) shall not vote on relevant resolution, nor shall he exercise voting rights on behalf of other directors. Resolutions can only be passed if: (i) the board meeting is attended by more than half of the non-affiliated directors and (ii) the resolutions at the board meeting must be are passed by more than half of all non-affiliated directors. Where there are less than three non-affiliated directors present at the board meeting, the Company shall submit relevant matters to the general meeting for consideration.

For the guarantees within the powers of the board, in addition to the approval by more than half of all the directors, it should also be subject to the approval by more than two-thirds of the directors present at the board meeting.

Where the board considers the matter of RMB ordinary share repurchase in accordance with the provisions of relevant Chinese laws and regulations or the authorisation of the general meeting, the matter shall be subject to the approval by a resolution of the board meeting attended by more than two-thirds of the directors.

A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.

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Article 13. Minutes

In respect of board meetings and meetings of committees of the board held physically or via video or telephone conference, the company secretary shall arrange the staff of the office of the company secretary to take minutes. In addition to the meeting minutes, the company secretary shall also arrange the staff of the office of the company secretary to make a concise summary of the meeting as needed, and make a separate resolution record for the resolutions adopted by the meeting on the basis of the statistical voting results. The minutes of the board and committees of the board shall record the matters considered and the decisions reached at the relevant board meeting in detail, specifying any concerns or objections raised by the directors. After conclusion of a board meeting, the first draft and final draft of the minutes shall be distributed to all directors within a reasonable period. The first draft shall be for the directors’ comments, and the final draft shall be kept by the directors for records. Meeting files of the board and committees of the board, including notices and materials of meetings, attendance books, powers of attorney granted by directors to their proxies, audio-records, votes, meeting minutes duly signed by the Chairman, written resolutions signed by all directors and other documents shall be kept by the company secretary. The minutes shall be made available for inspection by any director within any reasonable time of period upon reasonable notice.

Chapter 4 Miscellaneous

Article 14. Any matter not specified in these Rules shall be subject to relevant laws, administrative regulations, other normative documents, the rules where the shares of the Company are listed and the provisions of Articles of Association. If there are any contraventions between the Rules and the laws, regulations, regulatory documents, the rules where the shares of the Company are listed and the provisions of Articles of Association, the provisions of relevant laws, regulations, regulatory documents, the rules where the share of the Company are listed and the provisions of Articles of Association shall prevail. Where the Rules conflict with any laws, regulations, normative documents, the rules where the share of the Company are listed or the Articles of Association amended according to legal procedures, such laws, regulations, normative documents, the rules where the share of the Company are listed and the provisions of Articles of Association shall prevail, in which case the Rules shall be amended forthwith and submitted to the board for review and approval after stipulated by the board of the Company.
Article 15. These Rules have been prepared by the board and submitted to the general meeting for review and approval, and shall be effective from the date of the Company’s initial public offering and listing of the RMB-denominated ordinary shares on the STAR Market Listing Rules.
Article 16. These Rules shall be construed by the board.

– VII-7 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

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HUA HONG SEMICONDUCTOR LIMITED 華虹半導體有限公司

(Incorporated in Hong Kong with limited liability)

(Stock code: 1347)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of Hua Hong Semiconductor Limited (the “ Company ”) will be held on 27 June 2022 at 2:00 p.m., with the combination of a physical meeting at Kowloon Shangri-La Hong Kong, 64 Mody Road, Kowloon, Hong Kong and a virtual meeting online, for the purpose of considering and, if thought fit, passing, with or without modification, the following resolutions. Unless otherwise indicated, capitalised terms used herein shall have the same meanings as ascribed to them in the circular dated 7 June 2022 issued by the Company (the “ Circular ”).

ORDINARY RESOLUTIONS

To consider and approve the RMB Share Issue and the Specific Mandate (including but not limited to the particulars as set out in the section headed “Resolution on the RMB Share Issue and the Specific Mandate” in the Circular).
To consider and approve the authorisation to the Board and its authorised persons, including but not limited to the Chairman of the Company, to exercise full powers to deal with all matters relating to the RMB Share Issue (including but not limited to the particulars as set out in the section headed “Resolution on authorisation to the Board and its authorised persons to exercise full powers to deal with all matters relating to the RMB Share Issue” in the Circular).
To consider and approve the plan for distribution of profits accumulated before the RMB Share Issue (including but not limited to the particulars as set out in the section headed “Resolution on the plan for distribution of profits accumulated before the RMB Share Issue” in the Circular).
To consider and approve the plan for stabilisation of the price of the RMB Shares within three years following the RMB Share Issue in the form as set forth in Appendix I to the Circular.
To consider and approve the profits distribution policy and dividend return plan within three years following the RMB Share Issue in the form as set forth in Appendix II to the Circular.
To consider and approve the use of proceeds from the RMB Share Issue (including but not limited to the particulars as set out in the section headed “Resolution on the use of proceeds from the RMB Share Issue” in the Circular).

– EGM-1 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

To consider and approve the remedial measures for the dilution of immediate returns after the RMB Share Issue in the form as set forth in Appendix III to the Circular.
To consider and approve the undertakings and the corresponding binding measures in connection with the RMB Share Issue in the form as set forth in Appendix IV to the Circular.
To consider and approve the adoption of the policy governing the procedures for the holding of general meetings in the form as set forth in Appendix VI to the Circular which will become effective on the date of the listing of the RMB Shares on the STAR Market.
To consider and approve the adoption of the policy governing the procedures for the holding of Board meetings in the form as set forth in Appendix VII to the Circular which will become effective on the date of the listing of the RMB Shares on the STAR Market.
To authorise any Director or officer of the Company to carry out and take all actions necessary and to sign all necessary documents in connection with or to give effect to the ordinary resolutions above.

SPECIAL RESOLUTION

To consider and approve the proposed amendments to the Articles:

“ THAT subject to and conditional upon the passing of ordinary resolution numbered “1” above:

(1) the proposed amendments to the Articles as set forth in Appendix V to the Circular be and are hereby approved and the same to take effect from the date of listing of the RMB Shares on the STAR Market;
(2) the articles of association of the Company reflecting the amendments referred to in sub- paragraph (1) above in the form tabled at the EGM, marked “A” and for the purpose of identification signed by a Director be approved and the same be adopted in substitution for and to the exclusion of the existing Articles with effect from the date of listing of the RMB Shares on the STAR Market; and
(3) any Director or officer of the Company be and is hereby authorised to carry out and take all actions necessary and to sign all necessary documents in connection with or to give effect to this special resolution.”

By Order of the Board Hua Hong Semiconductor Limited Mr. Suxin Zhang Chairman and Executive Director

Shanghai, PRC, 7 June 2022

– EGM-2 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

In light of the ongoing COVID-19 pandemic, the Company will conduct a hybrid extraordinary general meeting with the combination of a physical meeting and a virtual meeting online. Shareholders will have the option of joining the EGM either (a) through the physical meeting at Kowloon Shangri-La Hong Kong, 64 Mody Road, Kowloon, Hong Kong; or (b) through the Internet by using their computer, tablet device or smartphone. The venue of the physical meeting will be subject to the social distancing and disease control measures in place in Shanghai and Hong Kong at the time. An announcement will be made by the Company in the event of a change of venue.
Registered Shareholders will be able to attend the EGM, vote and submit questions online. Each registered Shareholder’s personalized login and access code will be sent to him or her under separate letter. Non-registered Shareholders whose Shares are held in the Central Clearing and Settlement System through banks, brokers, custodians or Hong Kong Securities Clearing Company Limited may also be able to attend the EGM, vote and submit questions online. In this regard, they should consult directly with their banks, brokers or custodians (as the case may be) for the necessary arrangements.
All resolutions at the meeting will be taken by poll (except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
Any Shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a Shareholder of the Company. If more than one proxy is appointed, the number of Shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy.
In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong or via the designated URL (https://spot-emeeting.tricor.hk) using the username and password provided on the notification letter sent by the Company on 7 June 2022, not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. In calculating the aforesaid 48 hours period, no account will be taken of any part of a day that is a public holiday. Accordingly, the form of proxy must be delivered not later than 2:00 p.m. on 24 June 2022. Delivery of the form of proxy shall not preclude a Shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
Registered Shareholders are requested to provide a valid email address of his or her proxy (except for appointment of “The Chairman of the Meeting”) for the proxy to receive the login and access code to participate online to the e-Meeting System.
For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from 22 June 2022 to 27 June 2022, both dates inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of Shares of the Company shall ensure that all transfer documents accompanied by the relevant Share certificates must be lodged with the Company’s share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on 21 June 2022.
Upon arrival at the venue of the EGM, voting slip(s) will be given to every Shareholder present in person (or in the case of a corporation by its authorized representative) or by proxy to cast his/her/its vote(s). Each Shareholder/authorized representative/proxy present in venue will have to access to the e-Meeting System via the QR Code given on the voting slip and cast his/her vote(s) on the e-Meeting System. If registered Shareholders would like to participate online, he/she can log on to the e-Meeting System using his/her personalized login and access code and cast his/her vote(s) on the e-Meeting System. Each Shareholders’ proxy authorization and instruction will be revoked if he/she attend in person at the EGM or attend via the e-Meeting System. For details, please refer to the Online Meeting User Guide available at the e-Meeting System.
In view of the travelling restrictions imposed by various jurisdictions including Hong Kong to prevent the spread of the COVID-19, certain Director(s) may attend the EGM through telephone/video conference or similar electronic means.
A circular containing further details concerning paragraphs 1 to 12 in this notice will be sent to all Shareholders of the Company.

– EGM-3 –

AI assistant

Hua Hong Semiconductor Limited — Proxy Solicitation & Information Statement 2022

49868_rns_2022-06-07_616feb3e-9361-4433-acdf-28932edb566a.pdf

HUA HONG SEMICONDUCTOR LIMITED 華虹半導體有限公司

PROPOSED RMB SHARE ISSUE UNDER SPECIFIC MANDATE AND PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

DEFINITIONS

DEFINITIONS

HUA HONG SEMICONDUCTOR LIMITED 華虹半導體有限公司

PROPOSED RMB SHARE ISSUE UNDER SPECIFIC MANDATE AND

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

2. MATTERS TO BE RESOLVED AT THE EGM

(i) Resolution on the RMB Share Issue and the Specific Mandate

LETTER FROM THE BOARD

LETTER FROM THE BOARD

(l) Share registers

(ii) Resolution on authorisation to the Board and its authorised persons to exercise full powers to deal with all matters relating to the RMB Share Issue

(iii) Resolution on the plan for distribution of profits accumulated before the RMB Share Issue

(iv) Resolution on the plan for stabilisation of the price of the RMB Shares within three years following the RMB Share Issue

(v) Resolution on the profits distribution policy and dividend return plan within three years following the RMB Share Issue

(vi) Resolution on the use of proceeds from the RMB Share Issue

LETTER FROM THE BOARD

(vii) Resolution on the remedial measures for the dilution of immediate returns after the RMB Share Issue

(viii) Resolution on the undertakings and the corresponding binding measures in connection with the RMB Share Issue

LETTER FROM THE BOARD

(ix) Resolution on the amendments to the Articles of Association

(x) Resolution on the adoption of policy governing the procedures for the holding of general meetings

(xi) Resolution on the adoption of policy governing the procedures for the holding of Board meetings

3. OTHER INFORMATION RELATED TO THE RMB SHARE ISSUE

(i) Impact of the RMB Share Issue on the shareholding structure of the Company

LETTER FROM THE BOARD

(ii) Fund raising activities in the past twelve months

(iii) Application for Listing

(iv) Reasons for and benefits of the RMB Share Issue

(1) One-off waiver relating to non-listing of the RMB Shares on the Hong Kong Stock Exchange

(2) Waiver relating to corporate communications

(3) Waiver relating to requirements for certification of transfers

(4) Waiver relating to requirements for securities registration services

4. THE EGM AND PROXY ARRANGEMENT

LETTER FROM THE BOARD

5. RECOMMENDATIONS OF THE BOARD

6. RESPONSIBILITY STATEMENT

HUA HONG SEMICONDUCTOR LIMITED

POLICY FOR STABILISATION OF THE PRICE OF RMB ORDINARY SHARES (A SHARES) OF THE COMPANY WITHIN THREE YEARS FOLLOWING THE INITIAL PUBLIC OFFERING AND LISTING OF THE A SHARES ON THE STAR MARKET OF THE SHANGHAI STOCK EXCHANGE

I. Triggering Conditions for Launching the Stock Price Stabilisation Plan

II. Subjects of Responsibility

III. Major Stock Price Stabilisation Measures of the Company

IV. Procedures for Implementing the Plan for Share Repurchase by the Company

APPENDIX I

V. Procedures for Implementing the Plan for Increasing the Company’s Shares Held by the Controlling Shareholder or Actual Controller

(I) Initiation Procedures

VI. Procedures for Increasing Shares Held by the Company’s Remunerated Directors (Excluding the Independent Non-executive Directors) and Senior Executives

HUA HONG SEMICONDUCTOR LIMITED

THE COMPANY’S PROFITS DISTRIBUTION POLICY AND SHAREHOLDERS’ DIVIDEND RETURN PLAN WITHIN THREE YEARS FOLLOWING THE INITIAL PUBLIC OFFERING AND LISTING OF RMB ORDINARY SHARES (A SHARES) ON THE STAR MARKET OF THE SHANGHAI STOCK EXCHANGE

I. Principle of the Shareholder Dividend Return Planning

II. Specific Scheme for the Shareholder Dividend Return Planning

(1) Profit Distribution Form of the Company

(2) Conditions for Cash Dividends of the Company

(3) Proportion and Time Interval of Cash Dividends of the Company

(4) Conditions for Distributing Stock Dividends

(5) Decision-making Procedures and Mechanism for Profit Distribution

(6) Decision-making Mechanism and Procedures for Adjustment of the Company’s Profit Distribution Policy

III. Effectiveness Mechanism of the Shareholder Dividend Return Planning

HUA HONG SEMICONDUCTOR LIMITED

REMEDIAL MEASURES FOR THE DILUTION OF IMMEDIATE RETURNS BY THE INITIAL PUBLIC OFFERING AND LISTING OF RMB SHARES ON THE STAR MARKET OF THE SHANGHAI STOCK EXCHANGE

LETTER OF COMMITMENT ON STABILISING THE PRICE OF THE COMPANY’S RMB ORDINARY SHARES (A SHARES)

LETTER OF COMMITMENT ON SHARE REPURCHASE

LETTER OF COMMITMENT ON REPURCHASE OF SHARES LISTED BY FRAUDULENT MEANS

LETTER OF COMMITMENT ON REMEDIAL MEASURES FOR THE DILUTION OF IMMEDIATE RETURNS AFTER THE COMPANY’S INITIAL PUBLIC OFFERING OF RMB ORDINARY SHARES

LETTER OF COMMITMENT ON PROFIT DISTRIBUTION POLICY

LETTER OF COMMITMENT ON LEGAL LIABILITY FOR COMPENSATIONS

LETTER OF COMMITMENT ON BINDING MEASURES WHEN FAILING TO FULFILL COMMITMENTS

LETTER OF COMMITMENT ON APPLICABLE LAW AND COMPETENT COURT

LETTER OF COMMITMENT ON THE CONSISTENCY BETWEEN THE ELECTRONIC APPLICATION DOCUMENTS AND RETAINED ORIGINAL COPY

LETTER OF COMMITMENT ON NON-INFLUENCE OVER AND NON-INTERFERENCE IN THE REVIEW

APPENDIX V

APPENDIX V

APPENDIX V

APPENDIX V

HUA HONG SEMICONDUCTOR LIMITED

Hua Hong Semiconductor Limited Proxy Solicitation & Information Statement 2022