Huatai Securities Co., Ltd. - Proxy Solicitation & Information Statement 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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

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

(A joint stock company incorporated in the People’s Republic of China with limited liability under the Chinese corporate name and carrying on business in Hong Kong as HTSC) (Stock Code: 6886)

AMENDMENTS TO THE ARTICLES OF ASSOCIATION AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETING CHANGE OF BUSINESS SCOPE AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION AMENDMENTS TO THE WORKING SYSTEM FOR

INDEPENDENT DIRECTORS AMENDMENTS TO THE MANAGEMENT SYSTEM FOR

RELATED-PARTY TRANSACTIONS ELECTION OF MEMBERS OF THE SIXTH SESSION OF THE BOARD ELECTION OF MEMBERS OF THE SIXTH SESSION OF THE SUPERVISORY COMMITTEE

AND NOTICE OF THE 2022 FIRST EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of the Company to be held at the Conference Room, Renaissance Nanjing Olympic Centre Hotel, No. 139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC on Friday, December 30, 2022 at 2:00 p.m. is set out on pages 15 to 21 of this circular.

A form of proxy for use at the EGM is enclosed herewith and also published on both the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (www.htsc.com.cn). If you are not able to attend the EGM, please complete and return the form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time appointed for the holding of the EGM and deposit it together with the notarized power of attorney or other authority or other documents of authorization with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited (for Holders of H Shares). Completion and return of the form of proxy will not preclude you from attending and voting at the EGM in person should you so desire.

November 29, 2022

TABLE OF CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM	THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
NOTICE OF THE 2022 FIRST EXTRAORDINARY GENERAL MEETING . . . .		15
APPENDIX I	EXPLANATION TABLE OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES OF
	ASSOCIATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
APPENDIX II	EXPLANATION TABLE OF THE PROPOSED
	AMENDMENTS TO THE RULES OF PROCEDURE
	FOR GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . .	II-1
APPENDIX III	EXPLANATION TABLE OF THE PROPOSED
	AMENDMENTS TO THE WORKING SYSTEM FOR
	INDEPENDENT DIRECTORS. . . . . . . . . . . . . . . . . . . . .	III-1
APPENDIX IV	EXPLANATION TABLE OF THE PROPOSED
	AMENDMENTS TO THE MANAGEMENT SYSTEM
	FOR RELATED-PARTY TRANSACTIONS . . . . . . . . . .	IV-1
APPENDIX V	BIOGRAPHIES OF CANDIDATES FOR DIRECTORS
	(NON-EMPLOYEE REPRESENTATIVE DIRECTORS)
	OF THE SIXTH SESSION OF THE BOARD . . . . . . . .	V-1
APPENDIX VI	BIOGRAPHIES OF CANDIDATES FOR SUPERVISORS
	(NON-EMPLOYEE REPRESENTATIVE
	SUPERVISORS) OF THE SIXTH SESSION OF THE
	SUPERVISORY COMMITTEE . . . . . . . . . . . . . . . . . . . .	VI-1

– i –

DEFINITIONS

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

“A Share(s)”

domestic Shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for or credited as paid up in RMB and are listed and traded on the Shanghai Stock Exchange

“Articles of Association”

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

“Board”

the board of directors of the Company

“Company”

a joint stock company incorporated in the PRC with limited liability under the corporate name 華泰證券股份有限公司 (Huatai Securities Co., Ltd.), converted from our predecessor 華泰證券有限責任公司 (Huatai Securities Limited Liability Company) on December 7, 2007, carrying on business in Hong Kong as “HTSC”, and was registered as a non-Hong Kong company under Part 16 of the Companies Ordinance under the Chinese approved name of “華泰六八八六股份有限公司” and English name of “Huatai Securities Co., Ltd.”; the H Shares of which have been listed on the main board of the Hong Kong Stock Exchange since June 1, 2015 (Stock Code: 6886); the A Shares of which have been listed on the Shanghai Stock Exchange since February 26, 2010 (Stock Code: 601688); the global depository receipts of which have been listed on the London Stock Exchange plc since June 2019 (Symbol: HTSC), unless the context otherwise requires, including its predecessor

“CSRC”

the China Securities Regulatory Commission (中國證券監督管理委員會)

“Director(s)”

the director(s) of the Company

“EGM”

the 2022 first extraordinary general meeting to be held by the Company at the Conference Room, Renaissance Nanjing Olympic Centre Hotel, No. 139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC on Friday, December 30, 2022 at 2:00 p.m.

– 1 –

DEFINITIONS

“Group” the Company and its subsidiaries, and their respective predecessors
“H Share(s)” foreign Shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in HK$ and are listed on the Hong Kong Stock Exchange
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Listing Rules” The Rules Governing the Listing of Securities on the Hong Kong Stock Exchange, as amended, supplemented or otherwise modified from time to time
“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited
“Latest Practicable Date” November 28, 2022, being the latest practicable date for the purpose of ascertaining certain information contained in this circular prior to its publication
“Management System for the Management System for Related-Party Transactions Related-Party Transactions” of Huatai Securities Co., Ltd., as amended, supplemented or otherwise modified from time to time

“NEEQ”

National Equities Exchange and Quotations for medium and small-sized companies
“PRC” or “China” the People’s Republic of China, excluding, for the purposes of this circular, Hong Kong, Macau Special Administrative Region of the PRC and Taiwan

“RMB”

Renminbi, the lawful currency of the PRC
“Rules of Procedure for General the Rules of Procedure for General Meeting of Huatai Meeting” Securities Co., Ltd., as amended, supplemented or otherwise modified from time to time
“Securities and Futures the Securities and Futures Ordinance (Chapter 571 of the Ordinance” Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

– 2 –

DEFINITIONS

“Share(s)” the ordinary share(s) of RMB1.00 each in the share capital of the Company, comprising A Share(s) and H Share(s) “Shareholder(s)” holder(s) of Shares “SSE” or “Shanghai Stock Shanghai Stock Exchange Exchange” “STAR Market” Science and Technology Innovation Board of the SSE “Supervisor(s)” supervisors of the Company “Supervisory Committee” the supervisory committee of the Company “Working System for Independent the Working System for Independent Directors of Huatai Directors” Securities Co., Ltd., as amended, supplemented or otherwise modified from time to time “%” per cent.

– 3 –

LETTER FROM THE BOARD

(A joint stock company incorporated in the People’s Republic of China with limited liability under the Chinese corporate name and carrying on business in Hong Kong as HTSC)

and carrying on business in Hong Kong as HTSC)

(Stock Code: 6886)

Executive Directors:

Mr. Zhang Wei (Chairman) Mr. Zhou Yi (CEO) Ms. Yin Lihong

Registered office:

No. 228 Middle Jiangdong Road, Nanjing, Jiangsu Province, the PRC

Non-executive Directors:

Mr. Ding Feng Mr. Chen Zhongyang Mr. Ke Xiang Ms. Hu Xiao

Principal place of business in Hong Kong: 62/F., The Center, 99 Queen’s Road Central, Hong Kong

Independent Non-executive Directors:

Ms. Liu Yan Mr. Chen Zhibin Mr. Wang Jianwen Ms. AU King Chi Mr. Wang Quansheng

November 29, 2022

To the Holders of H Shares

Dear Sir or Madam,

INTRODUCTION

The purpose of this circular is to provide you, as Holders of H Shares, with the notice of the EGM (set out on pages 15 to 21 of this circular) and provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM.

At the EGM, special resolutions will be proposed to approve: (1) the resolution on the amendments to the Articles of Association; (2) the resolution on the amendments to the Rules of Procedure for General Meeting; and (3) the resolution on the change of business scope and amendments to the Articles of Association. In addition, ordinary resolutions will be proposed to approve: (4) the resolution on the amendments to the Working System for Independent Directors; (5) the resolution on the amendments to the Management System for Related-Party Transactions; (6) the resolution on the election of members of the sixth session of the Board; and (7) the resolution on the election of members of the sixth session of the Supervisory Committee.

– 4 –

LETTER FROM THE BOARD

Special Resolutions:

1. Resolution on the amendments to the Articles of Association

Reference is made to the announcement of the Company dated November 28, 2022 in relation to, among other things, the Board’s proposed amendments to the Articles of Association.

In order to further improve corporate governance, the Company proposes to amend certain provisions of the Articles of Association according to the relevant requirements of the currently effective Constitution of the Communist Party of China (《中國共產黨章程》), the Regulations on the Work of the Communist Party of China for its Grassroots Organizations at State-owned Enterprises (Trial) (《中國共產黨國有企業基層組織工作條例(試行)》), the Company Law of the People’s Republic of China (《中華人民共和國公司法》), the Securities Law of the People’s Republic of China (《中華人民共和國證券法》), the Guidelines for the Articles of Association of Listed Companies (《上市公司章程指引》) and other relevant laws, regulations and normative documents as well as the actual situation of the Company. Meanwhile, it is proposed to authorize the management of the Company to handle matters such as the filing of changes in certain provisions of the Articles of Association.

Details of the explanation table of the proposed amendments to the Articles of Association are set out in Appendix I to this circular.

The proposed amendments to the Articles of Association are subject to the consideration and approval of the Shareholders of the Company at the EGM. The amended Articles of Association shall become effective from the date of consideration and approval at the EGM. Prior to that, the current Articles of Association shall remain effective.

This resolution was considered and approved by the Board on November 28, 2022 and is hereby proposed at the EGM for consideration and approval.

2. Resolution on the amendments to the Rules of Procedure for General Meeting

In order to further improve corporate governance, the Company proposes to amend certain provisions of the current Rules of Procedure for General Meeting according to the relevant requirements of relevant laws, regulations and normative documents such as the Rules for the General Meetings of Shareholders of Listed Companies (《上市公司股東大會規則》) by the CSRC as well as the actual situation of the Company.

Details of the explanation table of the proposed amendments to the Rules of Procedure for General Meeting are set out in Appendix II to this circular.

– 5 –

LETTER FROM THE BOARD

The proposed amendments to the Rules of Procedure for General Meeting are subject to the consideration and approval of the Shareholders of the Company at the EGM. The amended Rules of Procedure for General Meeting shall become effective from the date of consideration and approval at the EGM. Prior to that, the current Rules of Procedure for General Meeting shall remain effective.

This resolution was considered and approved by the Board on November 28, 2022 and is hereby proposed at the EGM for consideration and approval.

3. Resolution on the change of business scope and amendments to the Articles of Association

Reference is made to the announcement of the Company dated November 28, 2022 in relation to, among other things, the Board’s proposed amendments to the Articles of Association.

On June 22, 2022, the Board considered and approved the Resolution on the Application for Conducting Market-making and Trading Business of Stocks on the STAR Market by the Company (《關於公司申請開展科創板股票做市交易業務的議案》), and approved the application for conducting market-making and trading business of stocks on the STAR Market by the Company. On August 30, 2022, the Board considered and approved the Resolution on the Application for the Qualification for Market-making and Trading Business of Listed Securities and Conducting Market-making and Trading Business of Bonds on the Stock Exchange by the Company (《關於公司申請上市證券做市交易業務資格並開展交易所債券做市交易業務的議案》), and approved the application for conducting market-making and trading business of listed securities by the Company. On September 16, 2022, the CSRC approved the qualification for market-making and trading business of listed securities of the Company with the Approval for the Qualification for Market-making and Trading Business of Listed Securities by Huatai Securities Co., Ltd. (Zheng Jian Xu Ke [2022] No. 2169) (《關於核准華泰證券股份有限公司上市證券做市交易業務資格的批覆》(證監許可[2022]2169號), and required the Company to amend the relevant provisions of the Articles of Association and complete the industrial and commercial registration modification procedures pursuant to the requirements of the relevant regulations and the aforesaid approval. In addition, in accordance with the relevant requirements of the market regulation administration authority on standardized description of business scope, the Company proposes the change of business scope and the amendments to the Article 14 of the current Articles of Association accordingly. Meanwhile, it is proposed to authorize the management of the Company to handle matters such as the filing of the change in business scope and the amendments to relevant provisions of the Articles of the Association of the Company.

Details of the proposed amendments to the provisions of the Articles of Association in relation to the change of the business scope of the Company are set out in Appendix I to this circular.

The proposed amendments to the Articles of Association in relation to the change of the business scope are subject to the consideration and approval of the Shareholders of the Company at the EGM. The amended Articles of Association in relation to the business scope

– 6 –

LETTER FROM THE BOARD

of the Company will be effective from the date of consideration and approval at the EGM. Prior to that, the provisions of the current Articles of Association in relation to the business scope of the Company shall remain effective. The final amendments shall be subject to those amendments approved by and therefore registered with the market regulation administration authority.

This resolution was considered and approved by the Board on November 28, 2022 and is hereby proposed at the EGM for consideration and approval.

Ordinary Resolutions:

4. Resolution on the amendments to the Working System for Independent Directors

In order to further perfect the corporate governance structure of the Company, improve the member structure of the Board, fully perform the functions of independent directors in corporate governance in listed companies, strengthen the restraint and supervision mechanism for internal Directors and senior management, protect the rights and interests of minority Shareholders and stakeholders, and promote the standardized operation of the Company, the Company proposes to amend certain provisions of the current Working System for Independent Directors according to the requirements of laws, regulations, rules and normative documents such as the Rules for the Independent Directors of Listed Companies (《上市公司獨立董事規則》), Measures for the Supervision and Administration of Directors, Supervisors, Senior Management Officers and Practitioners of Securities Fund Operating Institutions (《證券基金經營機構董事、監事、高級管理人員及從業人員監督管理辦法》), Code of Corporate Governance for Listed Companies (《上市公司治理準則》), Code of Corporate Governance for Securities Companies (《證券公司治理準則》), the Stock Listing Rules of the Shanghai Stock Exchange (《上海證券交易所股票上市規則》), the Self-regulatory Guidelines for Listed Companies No. 1 – Standardized Operation issued by the Shanghai Stock Exchange (《上海證券交易所上市公司自律監管指引第1號–規範運作》), the Hong Kong Listing Rules and the Articles of Association, as well as the actual work situation of the independent Directors of the Company.

Details of the explanation table of the proposed amendments to the Working System for Independent Directors are set out in Appendix III to this circular.

The proposed amendments to the Working System for Independent Directors are subject to the consideration and approval of the Shareholders of the Company at the EGM. The amended Working System for Independent Directors shall become effective from the date of consideration and approval at the EGM. Prior to that, the current Working System for Independent Directors shall remain effective.

This resolution was considered and approved by the Board on November 28, 2022 and is hereby proposed at the EGM for consideration and approval.

– 7 –

LETTER FROM THE BOARD

5. Resolution on the amendments to the Management System for Related-Party Transactions

In order to continue to standardize the management of related-party transactions of the Company and further improve its corporate governance, the Company proposes to amend certain provisions of the current Management System for Related-Party Transactions according to the relevant requirements of relevant laws, regulations, rules and normative documents such as the Provisions on the Administration of Equity of Securities Companies (《證券公司股權管理規定》), the Stock Listing Rules of the Shanghai Stock Exchange (《上海證券交易所股票上市規則》) and the Guidelines of the Shanghai Stock Exchange for Self-regulation of Listed Companies No. 5 – Transactions and Related Party Transactions (《上海證券交易所上市公司自律監管指引第5號–交易與關聯交易》), as well as the actual situation of the Company.

Details of the explanation table of the proposed amendments to the Management System for Related-Party Transactions are set out in Appendix IV to this circular.

The proposed amendments to the Management System for Related-Party Transactions are subject to the consideration and approval of the Shareholders of the Company at the EGM. The amended Management System for Related-Party Transactions shall become effective from the date of consideration and approval at the EGM. Prior to that, the current Management System for Related-Party Transactions shall remain effective.

This resolution was considered and approved by the Board on November 28, 2022 and is hereby proposed at the EGM for consideration and approval.

6. Resolution on the election of members of the sixth session of the Board

Reference is made to the announcement of the Company dated November 28, 2022 in relation to, among other things, the Board’s proposed election of members of the sixth session of the Board.

The term of the fifth session of the Board of the Company will expire soon. The Board proposes that the sixth session of the Board shall consist of 13 Directors, including 3 executive Directors (including 1 employee representative Director), 5 non-executive Directors and 5 independent non-executive Directors. Among the members of the fifth session of the Board, due to expiration of term of office, Ms. Liu Yan, Mr. Chen Zhibin and Ms. AU King Chi will retire from their positions and will not be candidates for the sixth session of the Board as independent non-executive Directors. The Board would like to express its sincere gratitude to Ms. Liu Yan, Mr. Chen Zhibin and Ms. AU King Chi for their great contributions to the Company in the past. To the best of the knowledge and belief of the Board, having made all reasonable enquiries, in respect to the retiring Directors, each of them has no disagreement with the Board and, to the best of their knowledge, there is no matter that needs to be brought to the attention of the Shareholders in relation to their retirement from office.

– 8 –

LETTER FROM THE BOARD

According to the relevant requirements of the Code of Corporate Governance for Securities Companies (《證券公司治理準則》) promulgated by the CSRC and the Articles of Association, Shareholder(s) severally or jointly holding no less than 3% of the issued voting Shares of the Company may recommend candidates for Directors (non-employee representative Directors) to the Board. Currently, Shareholders severally or jointly holding no less than 3% of the voting Shares of the Company have nominated 3 candidates for non-executive Directors of the sixth session of the Board. Among which, Jiangsu Guoxin Investment Group Limited has nominated Mr. Ding Feng as a candidate for non-executive Director of the sixth session of the Board; Jiangsu Communications Holding Co., Ltd. has nominated Mr. Chen Zhongyang as a candidate for non-executive Director of the sixth session of the Board; Govtor Capital Group Co., Ltd. has nominated Mr. Ke Xiang as a candidate for non-executive Director of the sixth session of the Board. Subject to the relevant laws and regulations and the relevant requirements of the Articles of Association and with reference to the investigation conducted by the Company, the Chairman of the Board of the Company nominates Ms. Hu Xiao of Alibaba (China) Technology Co., Ltd. and Mr. Zhang Jinxin of China Structural Reform Fund Corporation Limited as candidates for non-executive Directors of the sixth session of the Board and nominates Mr. Zhang Wei and Ms. Yin Lihong as candidates for executive Directors of the sixth session of the Board according to the recommendations of the Company. In addition, the Board nominates Mr. Wang Jianwen, Mr. Wang Quansheng, Mr. Peng Bing, Mr. Wang Bing and Mr. Xie Yonghai as candidates for independent non-executive Directors of the sixth session of the Board.

According to the Company Law of the PRC (《中華人民共和國公司法》) and the Articles of Association, the Board may include one employee representative Director. The employee representative Director shall be elected by the employees of the Company through the employee representative meeting, the employee general meeting or other forms of democratic election and be eligible to be a member of the Board directly. After the consideration by the Company, Mr. Zhou Yi is the candidate for the sixth session of the Board as an employee representative Director. The employee representative Director of the sixth session of the Board of the Company will be elected by the employee representative meeting of the Company before the election of the non-employee representative Directors of the sixth session of the Board at the EGM. The Company will make further announcement in this regard.

The list of Director candidates for the sixth session of the Board approved by the Board is as follows:

1) 3 candidates for executive Directors: Mr. Zhang Wei, Ms. Yin Lihong and 1 employee representative Director to be elected by the employee representative meeting of the Company;
2) 5 candidates for non-executive Directors: Mr. Ding Feng, Mr. Chen Zhongyang, Mr. Ke Xiang, Ms. Hu Xiao and Mr. Zhang Jinxin; and
3) 5 candidates for independent non-executive Directors: Mr. Wang Jianwen, Mr. Wang Quansheng, Mr. Peng Bing, Mr. Wang Bing and Mr. Xie Yonghai.

– 9 –

LETTER FROM THE BOARD

The qualifications of the five candidates for independent non-executive Directors have been reviewed and approved by the Shanghai Stock Exchange with no objection and can be submitted to the EGM for consideration. Subject to the election and approval of the Director candidates for the sixth session of the Board at the EGM, they will enter into their respective service contracts with the Company and officially assume their duties as Directors for the sixth session of the Board with a term of three years.

The executive Directors of the Company will receive remuneration from the Company and the remuneration shall be determined in accordance with the relevant regulations and mechanisms. The non-executive Directors of the Company will not receive remuneration from the Company. The independent non-executive Directors of the Company will receive remuneration from the Company in accordance with the standard of remuneration for independent Directors approved at the general meeting of the Company. The Company will disclose upon determination. For details, please refer to the annual report to be published by the Company in due course.

Members of the sixth session of the Board after being elected will take their respective positions in the special committees under the Board once being appointed by the sixth session of the Board.

The biographies of the aforesaid candidates for members of the sixth session of the Board and further details in relation to their appointments are set out in Appendix V to this circular.

This resolution was considered and approved by the Board on November 28, 2022 and is hereby proposed at the EGM for consideration and approval.

7. Resolution on the election of members of the sixth session of the Supervisory Committee

Reference is made to the announcement of the Company dated November 28, 2022 in relation to, among other things, the Board’s proposed election of members of the sixth session of the Supervisory Committee.

The term of office of the fifth session of the Supervisory Committee of the Company will soon expire, and the Supervisory Committee proposes that the sixth session of the Supervisory Committee shall consist of 7 Supervisors, comprising 4 non-employee representative Supervisors and 3 employee representative Supervisors. Among the members of the fifth session of the Supervisory Committee, due to the expiration of term of office, Mr. Zhang Ming and Ms. Fan Chunyan will retire from his/her position and will no longer be the candidates for non-employee representative Supervisors of the sixth session of the Supervisory Committee. The Supervisory Committee hereby extends its sincere gratitude to Mr. Zhang Ming and Ms. Fan Chunyan for their enormous contribution to the Company in the past. To the best of the Supervisory Committee’s knowledge and belief, having made all reasonable enquiries, there is no disagreement between each of the retiring Supervisors and the Board and the Supervisory Committee, and to the best of their knowledge, there is no matter that needs to be brought to the attention of the Shareholders in relation to their retirement from office.

– 10 –

LETTER FROM THE BOARD

According to the relevant requirements of the Code of Corporate Governance for Securities Companies (《證券公司治理準則》) promulgated by the CSRC and the Articles of Association, Shareholder(s) severally or jointly holding no less than 3% of the issued voting Shares of the Company may recommend candidates for Supervisors (non-employee representative Supervisors) to the Supervisory Committee. Currently, Shareholders severally or jointly holding no less than 3% of the voting Shares of the Company have nominated 4 candidates for non-employee representative Supervisors of the sixth session of the Supervisory Committee. Among which, Jiangsu Guoxin Investment Group Limited has nominated Ms. Li Chongqi as a candidate for non-employee representative Supervisor of the sixth session of the Supervisory Committee; Jiangsu Communications Holding Co., Ltd. has nominated Ms. Yu Lanying as a candidate for non-employee representative Supervisor of the sixth session of the Supervisory Committee; Govtor Capital Group Co., Ltd. has nominated Ms. Zhang Xiaohong as a candidate for non-employee representative Supervisor of the sixth session of the Supervisory Committee; Jiangsu SOHO Holdings Group Co., Ltd. has nominated Ms. Zhou Hongrong as a candidate for non-employee representative Supervisor of the sixth session of the Supervisory Committee.

In accordance with the Company Law of the PRC (《中華人民共和國公司法》) and the Articles of Association, the Supervisory Committee shall comprise employee representative Supervisors and at least one-third of the members of the Supervisory Committee shall be employee representative Supervisors. The employee representatives Supervisors shall be elected by the employees of the Company through the employee representatives’ meeting, employee meeting or other ways of democratic election and be eligible to be a member of the Supervisory Committee directly. The employee representative Supervisors of the sixth session of the Supervisory Committee of the Company will be elected at the employee representatives’ meeting of the Company before the election of non-employee representative Supervisors of the sixth session of the Supervisory Committee at the EGM. The Company will make further announcement in this regard.

The list of candidates for Supervisors of the sixth session of the Supervisory Committee approved by the Supervisory Committee is as follows:

1) 4 candidates for non-employee representative Supervisors: Ms. Li Chongqi, Ms. Yu Lanying, Ms. Zhang Xiaohong and Ms. Zhou Hongrong; and
2) 3 candidates for employee representative Supervisors: the employee representative Supervisors of the sixth session of the Supervisory Committee to be elected at the employee representatives’ meeting of the Company.

Subject to the election and approval of candidates for non-employee representative Supervisor at the sixth session of the Supervisory Committee at the EGM, they will enter into their respective service contracts with the Company and officially assume their duties as non-employee representative Supervisors for the sixth session of the Supervisory Committee with a term of three years.

The non-employee representative Supervisors of the Company will not receive remuneration from the Company.

The biographies of the aforesaid candidates for members of the sixth session of the Supervisory Committee and further details in relation to their appointments are set out in Appendix VI to this circular.

– 11 –

LETTER FROM THE BOARD

This resolution was considered and approved by the Supervisory Committee on November 28, 2022 and is hereby proposed at the EGM for consideration and approval.

INFORMATION ON ATTENDING THE EGM

The EGM will be held at the Conference Room, Renaissance Nanjing Olympic Centre Hotel, No. 139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC on Friday, December 30, 2022 at 2:00 p.m. The notice of the EGM is set out on pages 15 to 21 of this circular.

Summary of the important dates for holders of H Shares is as follows:

Last Registration Date:	At or before 4:30 p.m. on Thursday,
	December 22, 2022
Closure of Register of Members	From Friday, December 23, 2022 to Friday,
for Holders of H Shares:	December 30, 2022
Submission of Proxy Form:	At or before 2:00 p.m. on Thursday,
	December 29, 2022

The register of members of H Shares of the Company will be closed from Friday, December 23, 2022 to Friday, December 30, 2022 (both days inclusive), during which period no share transfers of H Shares will be effected. Purchasers of Shares who have submitted their instruments of share transfer to the H Share Registrar of the Company and registered as Shareholders on the H Share register of members of the Company at or before 4:30 p.m. on Thursday, December 22, 2022 are entitled to attend and vote in respect of all resolutions to be proposed at the EGM.

In order to attend the EGM, holders of H Shares should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the H Share Registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, on or before 4:30 p.m. on Thursday, December 22, 2022.

A form of proxy for use at the EGM was distributed on November 29, 2022 and was made available on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.htsc.com.cn).

To be valid, for holders of H Shares, the form of proxy and notarised power of attorney or other documents of authorisation must be delivered to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the EGM. Completion and return of the proxy form will not preclude you from attending and voting at the EGM in person if you so wish.

– 12 –

LETTER FROM THE BOARD

For reference purpose only, the record date for determining the eligibility of holders of A Shares for attending the EGM is Wednesday, December 21, 2022. For more details, please refer to the notice of the EGM published on the website of the Shanghai Stock Exchange (http://www.sse.com.cn/) on Tuesday, November 29, 2022.

VOTING ARRANGEMENT

According to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of shareholders at an extraordinary general meeting must be taken by poll. Accordingly, the chairman of the EGM will demand a poll in relation to all the proposed resolutions at the EGM in accordance with Article 120 of the Articles of Association.

Resolutions 1 to 3 set out in the notice of the EGM are special resolutions to be passed by the affirmative votes representing at least two-thirds of the total number of Shares held by the attending Shareholders having voting rights; resolutions 4 to 8 are ordinary resolutions to be passed by the affirmative votes representing at least one half of the total number of Shares held by the attending Shareholders having voting rights.

Among which, resolutions 6 to 8 will adopt the method of cumulative poll respectively, i.e., the number of votes carried by each Share held by the Shareholders shall be equal to the number of positions and the Shareholders may concentrate their entitled votes when voting. In particular: (1) each Shareholder shall be entitled to such number of votes as shall be equal to the number of Shares held by him/her multiplied by the total number of executive Directors and non-executive Directors upon whom he/she can vote, when electing executive Directors and non-executive Directors. Such votes may only be voted for the candidates of the executive Directors and non-executive Directors of the Company, and the candidates who have the most votes shall be appointed; (2) each Shareholder shall be entitled to such number of votes as shall be equal to the number of Shares held by him/her multiplied by the total number of independent non-executive Directors upon whom he/she can vote, when electing independent non-executive Directors. Such votes may only be voted for the candidates of the independent non-executive Directors of the Company, and the candidates who have the most votes shall be appointed; (3) each Shareholder shall be entitled to such number of votes as shall be equal to the number of Shares held by him/her multiplied by the total number of non-employee representative Supervisors upon whom he/she can vote, when electing non-employee representative Supervisors. Such votes may only be voted for the candidates of the non-employee representative Supervisors of the Company, and the candidates who have the most votes shall be appointed.

Pursuant to Rule 2.15 of the Hong Kong Listing Rules, where shareholders’ approval is required with regard to a transaction, any shareholder that has a material interest in such transaction shall abstain from voting on the resolution(s) approving such transaction at the general meeting.

– 13 –

LETTER FROM THE BOARD

As far as the Directors are aware, as of the Latest Practicable Date, no Shareholder is considered to have a material interest in any of the resolutions proposed at the EGM and has to abstain from voting at the EGM approving the resolutions.

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 this circular or any statement herein misleading.

RECOMMENDATION

The Directors believe that all the resolutions mentioned above are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all the Shareholders vote in favour of the relevant resolutions to be proposed at the EGM as set out in the notice of the EGM attached to this circular.

Yours faithfully, By order of the Board of the Company Zhang Hui

Joint Company Secretary

– 14 –

NOTICE OF THE 2022 FIRST EXTRAORDINARY GENERAL MEETING

(A joint stock company incorporated in the People’s Republic of China with limited liability under the Chinese corporate name and carrying on business in Hong Kong as HTSC)

(Stock Code: 6886)

NOTICE OF THE EGM

NOTICE IS HEREBY GIVEN that the EGM of the Company will be held at the Conference Room, Renaissance Nanjing Olympic Centre Hotel, No. 139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC on Friday, December 30, 2022 at 2:00 p.m., to consider the following issues:

SPECIAL RESOLUTIONS

To consider and approve the resolution on the amendments to the Articles of Association
To consider and approve the resolution on the amendments to the Rules of Procedure for General Meeting
To consider and approve the resolution on the change of business scope and amendments to the Articles of Association

ORDINARY RESOLUTIONS

To consider and approve the resolution on the amendments to the Working System for Independent Directors
To consider and approve the resolution on the amendments to the Management System for Related-Party Transactions
To consider and approve the resolution on the election of executive Directors and non-executive Directors of the sixth session of the Board
6.1 To consider and approve the election of Mr. Zhang Wei as an executive Director of the sixth session of the Board
6.2 To consider and approve the election of Mr. Ding Feng as a non-executive Director of the sixth session of the Board
6.3 To consider and approve the election of Mr. Chen Zhongyang as a nonexecutive Director of the sixth session of the Board

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NOTICE OF THE 2022 FIRST EXTRAORDINARY GENERAL MEETING

6.4 To consider and approve the election of Mr. Ke Xiang as a non-executive Director of the sixth session of the Board
6.5 To consider and approve the election of Ms. Hu Xiao as a non-executive Director of the sixth session of the Board
6.6 To consider and approve the election of Mr. Zhang Jinxin as a non-executive Director of the sixth session of the Board
6.7 To consider and approve the election of Ms. Yin Lihong as an executive Director of the sixth session of the Board
To consider and approve the resolution on the election of independent non-executive Directors of the sixth session of the Board
7.1 To consider and approve the election of Mr. Wang Jianwen as an independent non-executive Director of the sixth session of the Board
7.2 To consider and approve the election of Mr. Wang Quansheng as an independent non-executive Director of the sixth session of the Board
7.3 To consider and approve the election of Mr. Peng Bing as an independent non-executive Director of the sixth session of the Board
7.4 To consider and approve the election of Mr. Wang Bing as an independent non-executive Director of the sixth session of the Board
7.5 To consider and approve the election of Mr. Xie Yonghai as an independent non-executive Director of the sixth session of the Board
To consider and approve the resolution on the election of members of the sixth session of the Supervisory Committee
8.1 To consider and approve the election of Ms. Li Chongqi as a non-employee representative Supervisor of the sixth session of the Supervisory Committee
8.2 To consider and approve the election of Ms. Yu Lanying as a non-employee representative Supervisor of the sixth session of the Supervisory Committee
8.3 To consider and approve the election of Ms. Zhang Xiaohong as a nonemployee representative Supervisor of the sixth session of the Supervisory Committee

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NOTICE OF THE 2022 FIRST EXTRAORDINARY GENERAL MEETING

8.4 To consider and approve the election of Ms. Zhou Hongrong as a nonemployee representative Supervisor of the sixth session of the Supervisory Committee

Information on the Resolutions

Details of the resolutions proposed to be considered at the EGM and the recommendations made by the Directors with respect to these resolutions are set out in the circular despatched by the Company on November 29, 2022.

– 17 –

NOTICE OF THE 2022 FIRST EXTRAORDINARY GENERAL MEETING

DEFINITIONS

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

“A Share(s)”

“Articles of Association”

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

“Board”
the board of directors of the Company
“Company”

“Director(s)”
the director(s) of the Company
“EGM”
the 2022 first extraordinary general meeting to be held by the Company at the Conference Room, Renaissance Nanjing Olympic Centre Hotel, No. 139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC on Friday, December 30, 2022 at 2:00 p.m.
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Hong Kong Stock Exchange”

The Stock Exchange of Hong Kong Limited

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NOTICE OF THE 2022 FIRST EXTRAORDINARY GENERAL MEETING

“H Share(s)”
foreign Shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and are listed on the Hong Kong Stock Exchange
“Hong Kong Listing Rules”
the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange
“Latest Practicable Date”
November 28, 2022, being the latest practicable date for the purpose of ascertaining certain information contained in this notice prior to its publication
“Management System for Related-Party Transactions”
the Management System for Related-Party Transactions of Huatai Securities Co., Ltd., as amended, supplemented or otherwise modified from time to time
“PRC” or “China”
the People’s Republic of China, excluding, for the purposes of this notice, Hong Kong, Macau Special Administrative Region of the PRC and Taiwan
“Rules of Procedure for General Meeting”
“Share(s)”
the Rules of Procedure for General Meeting of Huatai Securities Co., Ltd., as amended, supplemented or otherwise modified from time to time the ordinary share(s) of RMB1.00 each in the share capital of the Company, comprising A Share(s) and H Share(s)
“Shareholder(s)” holder(s) of Shares
“Supervisor(s)” the supervisor(s) of the Company
“Supervisory Committee” the supervisory committee of the Company
“Working System for Independent Directors”
the Working System for Independent Directors of Huatai Securities Co., Ltd., as amended, supplemented or otherwise modified from time to time

By order of the Board of the Company Zhang Hui Joint Company Secretary

Jiangsu, the PRC, November 29, 2022

As at the date of this notice, the Board comprises Mr. Zhang Wei, Mr. Zhou Yi and Ms. Yin Lihong as executive Directors; Mr. Ding Feng, Mr. Chen Zhongyang, Mr. Ke Xiang and Ms. Hu Xiao as non-executive Directors; and Ms. Liu Yan, Mr. Chen Zhibin, Mr. Wang Jianwen, Ms. AU King Chi and Mr. Wang Quansheng as independent non-executive Directors.

– 19 –

NOTICE OF THE 2022 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

1. Eligibility for attending the EGM and date of registration of holders of H Shares

The register of members of H Shares of the Company will be closed from Friday, December 23, 2022 to Friday, December 30, 2022 (both days inclusive). Purchasers of Shares who have submitted their instruments of share transfer to the H Share Registrar of the Company and registered as Shareholders on the H Share register of members of the Company at or before 4:30 p.m. on Thursday, December 22, 2022 are entitled to attend and vote in respect of all resolutions to be proposed at the EGM.

In order to attend the EGM, holders of H Shares should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, at or before 4:30 p.m. on Thursday, December 22, 2022.

2. Proxy

(1) Each Shareholder entitled to attend and vote at the EGM may appoint one or more proxies in writing to attend and vote on his/her behalf. A proxy need not be a Shareholder of the Company.
(2) The instrument appointing a proxy must be in writing under the hand of the appointor or his/her attorney duly authorized in writing, or if the appointor is a legal entity, either under seal or signed by a director or a duly authorized attorney. If that instrument is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign or other documents of authorisation must be notarised.

To be valid, for holders of H Shares, the form of proxy and notarised power of attorney or other documents of authorisation must be delivered to Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the EGM.

(3) Any voting at the EGM shall be taken by poll.

3. Registration procedures for attending the EGM

A Shareholder attending in person should present proof of identity or stock account cards when attending the EGM. In the case of attendance by proxy, the proxy should present proof of identity and the proxy form(s) from the Shareholders. If a Shareholder is a legal person, its legal representative may attend the EGM by providing his/her identify card and valid proof of its capacity as a legal representative of such Shareholder appointing such person to attend the meeting. In the case of attendance by proxy of the legal representative, the proxy should present his/her identity card and a written letter of authorisation duly issued by such legal representative when attending the EGM.

4. Voting by poll

According to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of shareholders at an extraordinary general meeting must be taken by poll. Accordingly, the chairman of the EGM will demand a poll in relation to all the resolutions proposed at the EGM in accordance with Article 120 of the Articles of Association.

Resolutions 1 to 3 set out in this notice are special resolutions to be passed by the affirmative votes representing at least two-third of the total number of Shares held by the attending Shareholders having voting rights; resolutions 4 to 8 are ordinary resolutions to be passed by the affirmative votes representing at least one half of the total number of Shares held by the attending Shareholders having voting rights.

– 20 –

NOTICE OF THE 2022 FIRST EXTRAORDINARY GENERAL MEETING

number of Shares held by him/her multiplied by the total number of independent non-executive Directors upon whom he/she can vote, when electing independent non-executive Directors. Such votes may only be voted for the candidates of the independent non-executive Directors of the Company, and the candidates who have the most votes shall be appointed; (3) each Shareholder shall be entitled to such number of votes as shall be equal to the number of Shares held by him/her multiplied by the total number of non-employee representative Supervisor upon whom he/she can vote, when electing non-employee representative Supervisors. Such votes may only be voted for the candidates of the non-employee representative Supervisor of the Company, and the candidates who have the most votes shall be appointed.

5. Miscellaneous

(1) The EGM is expected to be held for no more than half a day. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.
(2) The address of Computershare Hong Kong Investor Services Limited is: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
(3) The registered address of the Company:

No. 228 Middle Jiangdong Road Nanjing, Jiangsu Province the PRC

Contact Office: Board Office Telephone No.: +86 25 8338 7780 / 8338 7272 Facsimile No.: +86 25 8338 7784 E-mail: [email protected]

– 21 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Explanation Table of the Proposed Amendments to the Articles of Association of Huatai Securities Co., Ltd.

I. Amendments to the following articles of the Articles of Association

Original articles	Amended articles	Basis of amendment
Article 10According to the Constitution of	Article 10 In the Company, according to	Based on the relevant
the Communist Party of the PRC and	the Constitution of the Communist Party	requirements of relevant
relevant provisions, the Company sets up a	of the PRC and relevant provisions, the	laws, regulations and
Chinese Communist Party organization and	Company sets up a Chinese Communist	normative documents such as
establishes a work institution of the Party.	Party organization and establishes a	the currently valid
	work institution of the Party to carry out	Constitution of the
The Company sets up a Party Committee to	activities of the Party. The Company	Communist Party of the PRC,
fulfill its duties in accordance with Party	shall provide necessary facilitations for	Regulations on the Work of
regulations such as the Constitution of the	the activities of the Party Organization.	the Communist Party of
Communist Party of the PRC and		China for Its Grassroots
demonstrate leadership and political	The Party Committee of the Company	Organizations at State-owned
guidance by offering direction, overseeing	plays a leading role in accordance with	Enterprises (Trial) (《中國共
the overall situation and ensuring the	the provisions of the Constitution of the	產黨國有企業基層組織工作
implementation of the objectives of the	Communist Party of the PRC, offers the	條例(試行)》) and the
Party. Prior to making decisions on material	direction, oversees the overall situation,	Company Law of the
issues of the Company, the Board shall first	ensures the implementation of the	People’s Republic of China,
seek advice from the Party Committee of	objectives of the Party, discusses the	as well as the actual situation
the Company.	major business management matters of	of the Company.
	the Company in advance, and supports
	the general meeting, the Board of
	Directors, the Supervisory Committee,
	and the senior management in exercising
	their functions and powers in accordance
	with the laws.
Article 14As registration with the relevant	Article 14As registration with the relevant	Based on the Approval for
regulatory authority, the scope of business	regulatory authority, the scope of business	the Qualification for Market-
of the Company includes: securities	of the Company includes: securities	making and Trading Business
brokerage business; proprietary trading	business; securities investment	of Listed Securities by
of securities; securities underwriting	consultancies; providing intermediary	Huatai Securities Co., Ltd.
business (limited to the underwriting of	referrals bysecurities companyfor futures	(《關於核准華泰證券股份有
treasury bonds, debt financing	companies; sales of public securities	限公司上市證券做市交易業
instruments of non-financial enterprises	investment funds; custody of securities	務資格的批覆》) and the
and financial bonds (including policy	investment fund.	relevant requirements.
financial bonds)); securities investment
consultancies; providing futures companies	Any change to the scope of business of the
with intermediary referrals; margin	Company is subject to the approval of
financing and securities lending	CSRC, the amendments to the Articles of
business; proxy sale of financial	Association according to the legal
products; proxy sale of securities	procedures, and the change of registration
investment fund; custody of securities	in the relevant company registrar.
investment fund; agency services for gold
and other precious metal spot contracts;
proprietary business for spot gold
contracts; stock options market making
business; such other business as
approved by the CSRC.

– I-1 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original articles		Amended articles	Amended articles				Basis	Basis	of amendment	of amendment	of amendment	of amendment	of amendment
Any change to the scope of business of the
Company is subject to the approval of
CSRC, the amendments to the Articles of
Association according to the legal
procedures, and the change of registration
in the relevant company registrar.
Article 29 The Company may, in the	Article 29 The Company shall				not buy	Based		on			the	relevant
following circumstances, buy back its	back its	shares, except	in	one of the		requirements					of	relevant
issued shares pursuant to laws,	following circumstances:					laws,			regulations					and
administrative regulations, departmental						normative				documents			such
rules, listing rules of the stock exchange	(1) cancellation of shares in order to reduce					as	the			currently			valid
where the shares of the Company are listed	of its registered capital;					Guidelines for					the Articles of
and the Articles of Association:						Association					of		Listed
	...					Companies				(《上市公司章程
(1) cancellation of shares in order to reduce						指引》),		as		well as the			actual
of its registered capital;	(6) when	it is necessary for	the	Company to		situation		of		the Company.
	preserve	its value and shareholders’
...	interest.
(6) when it is necessary for the Company to
preserve its value and shareholders’
interest.
The Company shall not trade its shares
unless in the aforesaid circumstances.
Article 76 The general meeting, as the	Article 76 The general meeting, as the					Same	as	above
organ of authority of the Company, shall	organ of	authority of the	Company, shall
have the following functions and powers in	have the following functions and powers in
accordance with law:	accordance with law:
...	...
(15) to consider and approve any share	(15) to consider and approve any share
incentive scheme;	incentive	scheme and	the	employee
	shareholding scheme;
...
	...
Article 77 The following external	Article	77 The following			external	Same	as	above
guarantees given by the Company shall be	guarantees given by the Company shall be
examined and approved by the general	examined and approved		by	the	general
meeting:	meeting:
...	...
(3) the total amount of the external	(3) the	total amount of the			external
guarantees provided by the Company and	guarantees provided by the Company and
wholly owned, holding subsidiaries	wholly	owned, holding		subsidiaries
reaching or exceeding 50% of the latest	exceeding 50% of the latest			audited net
audited net assets;	assets;

– I-2 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original articles	Amended articles
(4) the total amount of the external	(4) the total amount of the external	Same as above
guarantees provided by the Company	guarantees provided by the Company
reaching or exceeding 30% of the latest	exceeding 30% of the latest audited total
audited total assets.	assets;
External guarantees of the Company and	(5) the amount of the guarantees
wholly-owned, holding subsidiaries include	provided by the Company within one
guarantees provided by the Company to its	year exceeding 30% of the latest audited
wholly-owned, holding subsidiaries and	total assets.
guarantees provided by the Company’s
wholly-owned, holding subsidiaries to their	External guarantees of the Company and
subsidiaries. External guarantees provided	wholly-owned, holding subsidiaries include
by the Company are relevant to its business	guarantees provided by the Company to its
needs and matches its business scale.	wholly-owned, holding subsidiaries and
	guarantees provided by the Company’s
Guarantees to be provided by the Company	wholly-owned, holding subsidiaries to their
to the connected persons, regardless of the	subsidiaries. External guarantees provided
amount, should be examined and approved	by the Company are relevant to its business
at the general meeting after the	needs and matches its business scale.
consideration and approval of the Board
meeting. Except for the provision of margin	Guarantees to be provided by the Company
financing and securities lending to	to the connected persons, regardless of the
customers in accordance with the	amount, should be examined and approved
regulations, the Company shall not provide	at the general meeting after the
financing or guarantee for its shareholders	consideration and approval of the Board
or the connected persons of its	meeting. Except for the provision of margin
shareholders.	financing and securities lending to
	customers in accordance with the
	regulations, the Company shall not provide
	financing or guarantee for its shareholders
	or the connected persons of its
	shareholders.
	In case of violation of the approval
	authority or review procedures of the
	general meeting or the Board of
	Directors for external guarantees as
	stipulated in the Articles of Association,
	the Company shall investigate the
	corresponding legal and economic
	responsibilities of the responsible person
	according to the seriousness of the
	situation.

– I-3 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original articles	Amended articles
Article 84	Article 84	Same as above
...	...
If the Supervisory Committee agrees to	If the Supervisory Committee agrees to
hold an extraordinary general meeting, it	hold an extraordinary general meeting, it
will issue a notice calling such meeting	will issue a notice calling such meeting
within 5 days after it has so resolved. The	within 5 days after it has so resolved. The
consent of the relevant shareholders shall	consent of the relevant shareholders shall
be secured if any change is to be made in	be secured if any change is to be made in
the notice to the original request.	the notice to the original requirement.
...	...
Article 85 The Supervisory Committee or	Article 85 The Supervisory Committee or	Same as above
the shareholders that decide to hold a	the shareholders that decide to hold a
general meeting by itself or themselves	general meeting by itself or themselves
must notify the Board thereof in writing,	must notify the Board thereof in writing,
and file it with the delegated authority of	and file it with the stock exchange.
the CSRC and the stock exchange where
the Company is located.	The shareholders that convene the general
	meeting shall hold at least 10% of the
The shareholders that convene the general	shares in the Company prior to the publish
meeting shall hold at least 10% of the	of the resolutions of such meeting.
shares in the Company prior to the publish
of the resolutions of such meeting.	Upon issuing the notice of the general
	meeting and the resolutions of such
Upon issuing the notice of the general	meeting, the Supervisory Committee or
meeting and the resolutions of such	the convening shareholder shall provide
meeting, the convening shareholder shall	relevant supporting documents tothe stock
provide relevant supporting documents to	exchange.
the delegated authority of the CSRC and
the stock exchange where the Company is
located.
Article 86If the Supervisory Committee or	Article 86If the Supervisory Committee or	Same as above
shareholders itself/themselves convene a	shareholders itself/themselves convene a
general meeting, the Board and the	general meeting, the Board and the
secretary to the Board shall provide	secretary to the Board shall provide
cooperation. The Board shall provide the	cooperation. The Board will provide the
register of shareholders as of the date of	register of shareholders as of the date of
record.	record.
Article 91 A notice of general meeting	Article 91 A notice of general meeting	Same as above
shall be made in writing and include the	shall be made in writing and include the
following contents:	following contents:
...	...
(10) if a general meeting is held online or	(10) the time and procedure for voting
otherwise, the designated time and	online or through other means.
procedure for voting online or through
other means shall be expressly stated in the	...
notice of such meeting.
...

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EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original articles	Amended articles
Article 116 The following shall be passed	Article 116 The following shall be passed	Same as above
by a special resolution of the general	by a special resolution of the general
meeting:	meeting:
...	...
(3) the division, merger, change in the form	(3) the division,spin-off,merger, change in
of the Company, dissolution or liquidation	the form of the Company, dissolution or
of the Company;	liquidation of the Company;
...	...
Article 117	Article 117	Same as above
...	...
The Board, independent directors,	If a shareholder buys voting shares of the
shareholders holding 1% or more of the	Company in violation of the provisions of
voting shares or investor protection	Article 63 (1) and (2) of the Securities
institutions established pursuant to laws,	Law, such shares in excess of the
administrative regulations or the provisions	prescribed proportion shall not be
of the securities regulatory authorities of	entitled to exercise voting rights for a
the State Council, may as proxy solicitors,	period of thirty-six months after the
by themselves or through their appointed	purchase, and shall not be counted in the
securities companies or securities service	total number of voting shares
institutions publicly invite the shareholders	represented by shareholders attending
of the Company to entrust them to attend	the general meeting.
the general meeting and exercise the rights
of shareholders such as to propose and vote	The Board, independent directors,
on resolutions, on their behalf.	shareholders holding 1% or more of the
	voting shares or investor protection
Where the rights of shareholders are	institutions established pursuant to laws,
solicited in accordance with the provisions	administrative regulations or the provisions
of the preceding paragraph, the solicitors	of the securities regulatory authorities of
shall disclose the solicitation documents,	the State Council, may as proxy solicitors,
and the Company shall cooperate.	by themselves or through their appointed
	securities companies or securities service
Information including specific voting	institutions publicly invite the shareholders
preference shall be fully provided to the	of the Company to entrust them to attend
shareholders from whom voting rights are	the general meeting and exercise the rights
being solicited. Consideration or de facto	of shareholders such as to propose and vote
consideration for publicly soliciting	on resolutions, on their behalf.
shareholders’ rights is prohibited. The
Company and the convener of the general	Where the rights of shareholders are
meeting shall not impose any minimum	solicited in accordance with the provisions
shareholding limitation for soliciting	of the preceding paragraph, the solicitors
voting rights.	shall disclose the solicitation documents,
	and the Company shall cooperate.
...
	Information including specific voting
	preference shall be fully provided to the
	shareholders from whom voting rights are
	being solicited. Consideration or de facto
	consideration for publicly soliciting
	shareholders’ rights is prohibited. Except
	for statutory conditions,the Company and
	the convener of the general meeting shall
	not impose any minimum shareholding
	limitation for soliciting voting rights.
	...

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EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original articles	Amended articles	Basis of amendment
Article 119 Subject to ensuring the	—	Same as above
legitimacy and effectiveness of the
general meeting, the Company shall
provide convenience to the shareholders
for attending the general meeting
through various methods and ways,
preferably providing modern
information technologies such as an
online voting platform.
Article 130 Before the general meeting	Article 129 Before the general meeting	Same as above
votes on a proposal, two shareholders’	votes on a proposal, two shareholders’
representatives shall be elected to	representatives shall be elected to
participate in the vote counting and vote	participate in the vote counting and vote
scrutiny. When a shareholder has a material	scrutiny. When a shareholderis related toa
interest in a matter being considered, he or	matter being considered, he or she and his
she and his or her proxies may not	or her proxies may not participate in the
participate in the vote counting or vote	vote counting or vote scrutiny.
scrutiny.
	...
...
Article 155Independent Directors shall act	Article 154Independent Directors shall act	Same as above
in accordance with the laws, administrative	in accordance with the laws, administrative
regulations, listing rules of the place(s)	regulations,the relevant provisions of the
where the shares of the Company are listed.	CSRC and listing rules of the place(s)
If an independent Director resigns or is	where the shares of the Company are listed.
removed prior to the expiry of his or her	If an independent Director resigns or is
term of office, such Director and the	removed prior to the expiry of his or her
Company shall submit written statements to	term of office, such Director and the
the delegated authority of the CSRC and	Company shall submit written statements to
the general meeting respectively.	the delegated authority of the CSRC and
	the general meeting respectively.
Article 158 The Board shall exercise the	Article 157 The Board shall exercise the
following functions and powers:	following functions and powers:
...	...
(8) to determine, within the authority	(8) to determine, within the authority
granted by the general meeting, such	granted by the general meeting, such
matters as external investment, acquisition	matters as external investment, acquisition
and disposal of assets, asset mortgage,	and disposal of assets, asset mortgage,
external guarantee, consigned financial	external guarantee, consigned financial
management, connected transactions, etc.;	management, connected transactions,
	external donations, etc.;

– I-6 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original articles	Amended articles
(9) to decide on the establishment of	(9) to decide on the establishment of	Same as above
internal management organizations of the	internal management organizations of the
Company;	Company;
(10) to appoint or dismiss the Chief	(10) to determine the appointment or
Executive Officer and secretary to the	dismissal of the Chief Executive Officer,
Board of the Company; to appoint or	secretary to the Board and other senior
dismiss other senior management officers	management officersof the Company,and
including members of the executive	to determine their remunerations,
committee, the Chief Financial Officer, the	rewards and penalties; to determine the
Chief Compliance Officer, the Chief Risk	appointment or dismissal of senior
Officer and Chief Information Officer of	management officers including members
the Company in accordance with the	of the executive committee, the Chief
nominations by the Chief Executive	Financial Officer, the Chief Compliance
Officer, and to determine their	Officer, the Chief Risk Officer and Chief
remunerations, rewards and penalties;	Information Officer of the Company in
	accordance with the nominations by the
...	Chief Executive Officer, and to determine
	their remunerations, rewards and penalties;
	...
Article 162 The Board shall determine the	Article 161 The Board shall determine the	Same as above
scope of external investment, acquisition	scope of external investment, acquisition
and disposal of assets, asset mortgage,	and disposal of assets, asset mortgage,
external guarantee, consigned financial	external guarantee, consigned financial
management, connected transactions, etc.,	management, connected transactions,
and establish strict examination and	external donations, etc., and establish
decision-making procedures; major	strict examination and decision-making
investment projects shall be assessed by	procedures; major investment projects shall
relevant experts and professionals engaged	be assessed by relevant experts and
for this purpose and proposed to the general	professionals engaged for this purpose and
meeting for approval.	proposed to the general meeting for
	approval.
...
	...
Article 191	Article 190	Same as above
...	...
The senior management officers shall meet	The senior management officers shall meet
the requirements of laws and regulations	the requirements of laws and regulations
and the CSRC. Persons failing to meet such	and the CSRC. Persons failing to meet such
requirements shall not be authorized by the	requirements shall not be authorized by the
Company to perform the duties of the	Company to perform the duties of the
senior management officers.	senior management officers.
	The appointment or removal of senior
	management officers of the Company
	shall be reported to the securities
	regulatory authority of the State Council
	for filing.

– I-7 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original articles			Amended articles	Basis of amendment
Article 192 The provisions under Article			Article 191 The provisions under Article	Same as above
148 in relation to the fiduciary duties of			147 in relation to the fiduciary duties of
Directors and provisions (4) to (6) under			Directors and provisions (4) to (6) under
Article 149 in relation to the due diligence			Article 148in relation to the due diligence
obligations shall be applicable to the senior			obligations shall be applicable to the senior
management officers.			management officers.
			Senior management officers of the
			Company shall faithfully perform their
			duties and safeguard the best interests of
			the Company and all shareholders. If any
			senior management officers of the
			Company causes damage to the interests
			of the Company and its public
			shareholders due to failure in faithfully
			performing their duties or violation of
			his/her fiduciary duties, he/she shall be
			liable for compensation in accordance
			with the laws.
Article 193Administrative staff who serve			Article 192Administrative staff who serve	Same as above
positions other than Directors		and	positions other than Directors and
Supervisors of the controlling shareholders			Supervisors of the controlling shareholders
of the Company shall not serve as senior			of the Company shall not serve as senior
management officers of the Company.			management officers of the Company.
			Senior management officers of the
			Company may only receive remuneration
			from the Company and may not be paid
			by the controlling shareholder.
Article 233The following person shall		not	Article 232The following person shall not	Same as above
serve as a Director, Supervisor or senior			serve as a Director, Supervisor or senior
management officer of the Company:			management officer of the Company:
...			...
(6) persons who are subject to the CSRC’s			(6) persons who are banned by the CSRC
punishment which prohibits	them from		from entering into the securities market for
entering into the securities market for a			a period which has not yet expired;
period which has not yet expired;
			...
...

– I-8 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Original articles		Amended articles	Amended articles	Basis of amendment
Article 252The Company shall prepare its	Article 251 The Company shall submit			Same as above
annual financial reports and submit to the	and	disclose its annual reports to the
CSRC and the stock exchange(s) within	CSRC and the stock exchange(s) within
four months from the ending date of each	four months from the ending date of each
fiscal year, prepare the half year financial	fiscal year, and submit and disclose its
reports and submit to the delegated	interim reports to the delegated authority
authority of the CSRC where the Company	of the CSRC where		the Company is
is domiciled and the stock exchange(s)	domiciled and the stock		exchange(s) within
within two months from the ending date of	two months from the ending date of the first
the first six months of each fiscal year, and	half of each fiscal year.
prepare the quarterly reports and submit to
the delegated authority of the CSRC where	The aforesaid annual reports and interim
the Company is domiciled and the stock	reports shall be prepared in accordance
exchange(s) within one month from the	with	the relevant laws, administrative
ending dates of the first three and first nine	regulations and the regulations of the
months of each fiscal year respectively.	CSRC and the stock exchange(s).
The aforesaid financial reports shall be
prepared in accordance with the relevant
laws, administrative regulations and
departmental rules.
Article 268 The Company shall appoint	Article 267 The Company shall appoint			Same as above
such accounting firm which has obtained	such	accounting firm which has complied
the “Qualifications for Engaging in	with	the Securities Law for carrying out
Businesses Related to Securities” (“從事證	the audit for the accounting statements and
券相關業務資格”) to carry out the audit for	reports, net asset verification, audit of
the accounting statements and reports, net	information for risk control indicators and
asset verification, audit of information for	other	relevant consultancy services. The
risk control indicators and other relevant	term	of appointment is	1 year and can be
consultancy services. The term of	re-appointed.
appointment is 1 year and can be re-
appointed.

II. The serial number of articles under each section in the Articles of Association shall be adjusted in accordance with the above amendments to the Articles of Association.

– I-9 –

APPENDIX II EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETING

Explanation Table of the Proposed Amendments to the Rules of Procedure for General Meeting of Huatai Securities Co., Ltd.

Original Articles	Amended articles		Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments
Article 10 The Supervisory Committee or	Article 10 The Supervisory Committee or		Based	on		the	relevant
the shareholders that decide to hold a	the shareholders that decide to hold a		requirements			of	relevant
general meeting by itself or themselves	general meeting by itself or themselves		laws,		regulations		and
shall notify the Board thereof in writing,	shall notify the Board thereof in writing,		normative		documents such as
and file it with the delegated authority of	and file it with the stock exchange.		the Rules for			the	General
the CSRC where the Company is located			Meetings		of Shareholders			of
and the stock exchange.	The shareholders that convene the general		Listed Companies issued					by
	meeting shall hold at least 10% of	the	the CSRC, as well				as	the
The shareholders that convene the general	shares in the Company prior to the publish		actual	situation			of	the
meeting shall hold at least 10% of the	of the resolutions of such meeting.		Company.
shares in the Company prior to the publish
of the resolutions of such meeting.	Upon issuing the notice of the general
	meeting and the resolutions of such
Upon issuing the notice of the general	meeting, the Supervisory Committee	and
meeting and the resolutions of such	the convening shareholder shall provide
meeting, the Supervisory Committee and	relevant supporting documents to	the
the convening shareholder shall provide	stock exchange.
relevant supporting documents to the
delegated authority of the CSRC where the
Company is located and the stock
exchange.
Article 16 A notice of general meeting	Article 16 A notice of general meeting		Same as above
shall be made in writing and include the	shall be made in writing and include	the
following contents:	following contents:
...	...
(10) if a general meeting is held online or	(10) the time and procedure for voting
otherwise, the designated time and	online or through other means.
procedure for voting online or through
other means shall be expressly stated in the	...
notice of such meeting.
...
Article 17	Article 17		Same as above
...	...
The announcement referred to in the	The announcement referred to in	the
preceding paragraph shall be published in	preceding paragraph shall be published on
one or more newspapers designated by the	the media and stock exchange websites
securities regulatory authorities of the State	that meet the conditions prescribed	by
Council. Once such an announcement is	the CSRC. Once such an announcement is
made, all holders of the domestic shares	made, all holders of the domestic shares
shall be deemed to have received the	shall be deemed to have received	the
relevant notice of the general meeting.	relevant notice of the general meeting.
	...
...

– II-1 –

APPENDIX II EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETING

Original Articles Amended articles Basis of Amendments Article 32 Article 32 Same as above ... ... The Board, independent directors, If a shareholder buys voting shares of the shareholders holding 1% or more of the Company in violation of the provisions of voting shares or investor protection Article 63 (1) and (2) of the Securities institutions established pursuant to laws, Law, such shares in excess of the administrative regulations or the provisions prescribed proportion shall not be of the securities regulatory authorities of entitled to exercise voting rights for a the State Council, may act as proxy period of thirty-six months after the solicitors, by themselves or through their purchase, and shall not be counted in the appointed securities companies or total number of voting shares securities service institutions, to publicly represented by shareholders attending a invite the shareholders of the Company to general meeting. entrust them to attend the general meeting and exercise the rights of shareholders such The Board, independent directors, as to propose and vote on resolutions, on shareholders holding 1% or more of the their behalf. voting shares or investor protection institutions established pursuant to laws, Where the rights of shareholders are administrative regulations or the provisions solicited in accordance with the provisions of the securities regulatory authorities of of the preceding paragraph, the solicitors the State Council, may act as proxy shall disclose the solicitation documents, solicitors, by themselves or through their and the Company shall cooperate. appointed securities companies or securities service institutions, to publicly Information including specific voting invite the shareholders of the Company to preference shall be fully provided to the entrust them to attend the general meeting shareholders from whom voting rights are and exercise the rights of shareholders such being solicited. Consideration or de facto as to propose and vote on resolutions, on consideration for publicly soliciting their behalf. shareholders’ rights is prohibited. The Company and the convener of the general Where the rights of shareholders are meeting shall not impose any minimum solicited in accordance with the provisions shareholding limitation for soliciting of the preceding paragraph, the solicitors voting rights. shall disclose the solicitation documents, and the Company shall cooperate. ... Information including specific voting preference shall be fully provided to the shareholders from whom voting rights are being solicited. Consideration or de facto consideration for publicly soliciting shareholders’ rights is prohibited. Except for statutory conditions, the Company and the convener of the general meeting shall not impose any minimum shareholding limitation for soliciting voting rights. ...

– II-2 –

APPENDIX II EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETING

Original Articles		Amended articles	Basis of Amendments
Article 47 Minutes shall be kept of	the	Article 47 Minutes shall be kept of the	Same as above
general meeting and the secretary to	the	general meeting and the secretary to the
Board shall be responsible therefore.	The	Board shall be responsible therefore. The
meeting minutes shall record the following		meeting minutes shall record the following
particulars:		particulars:
...		...
The minutes shall be signed by attending		The minutes shall be signed by attending
Directors, the secretary to the Board,	the	Directors,Supervisors,the secretary to the
convener or his or her representative,	and	Board, the convener or his or her
the chairman of the meeting, and it is		representative, and the chairman of the
ensured that the content of the minutes of		meeting, and it is ensured that the content
the meeting is true, accurate and complete.		of the minutes of the meeting is true,
The minutes shall be kept for not less than		accurate and complete. The minutes shall
15 years, together with the book	of	be kept for not less than 15 years, together
signatures of the attending shareholders,		with the book of signatures of the attending
the power of attorney for shareholders	that	shareholders, the power of attorney for
attend the meeting by proxy, and effective		shareholders that attend the meeting by
information concerning voting online or by		proxy, and effective information
other means.		concerning voting online or by other
		means.

– II-3 –

APPENDIX III EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE WORKING SYSTEM FOR INDEPENDENT DIRECTORS

Explanation Table of the Proposed Amendments to the Working System for Independent Directors of Huatai Securities Co., Ltd.

1. Amendments to the following articles of the Working System for Independent Directors

Original Articles		Amended articles		Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments
Article 1 In order to further perfect the		Article 1 In order to further perfect the	According		to	the			current
corporate governance structure of the		corporate governance structure of the	system of the			Company,				the
Company, improve the structure of the		Company, improve the structure of the	internal		and				external
board of directors, strengthen the restraint		board of directors, strengthen the restraint	supporting					documents
and supervision mechanism for internal		and supervision mechanism for internal	involved in this				system			are
directors and managers, protect the rights		directors and managers, protect the rights	changed to		be	detailed and
and interests of small and medium		and interests of small and medium	clarified			in				the
shareholders and stakeholders, and promote		shareholders and stakeholders, and promote	supplementary				regulations,
the standardized operation of the Company,		the standardized operation of the Company,	and the relevant					abolished
according to requirements of laws,		according to the Rules for the	documents are			deleted.
regulations, rules, departmental rules and		Independent Directors of Listed
normative documents such as the		Companies (《上市公司獨立董事規則》)
Guidelines for Introducing Independent		of China Securities Regulatory
Directors to the Board of Directors	of	Commission (hereinafter referred to as
Listed Companies (《關於在上市公司建立		the “CSRC”) and relevant laws,
獨立董事制度的指導意見》), Code	of	administrative regulations, departmental
Corporate Governance for Listed		rules, normative documents, rules and
Companies (《上市公司治理準則》) and		articles of association of the Company,
Code of Corporate Governance for		the Company establishes independent
Securities Companies (《證券公司治理準		directors and formulates this system.
則》) of the CSRC, the Stock Listing Rules
(《股票上市規則》) and the Guidelines for
the Filing and Training of Independent
Directors of Listed Companies (《上市公
司獨立董事備案及培訓工作指引》) of the
stock exchange(s) and Guidelines for the
Performance of Duties by Independent
Directors of Listed Companies (《上市公
司獨立董事履職指引》) of China
Association for Public Companies, the
Company establishes independent directors
and formulates this system.
Article 2An independent Director refers to		Article 2 An independent Director refers	It	was	amended					in
a Director who assumes no other office	in	to a Director who assumes no other office	accordance		with		Article 2			of
the Company other than as an independent		in the Company other than as a Director	the	Rules for the Independent
Director and has no relationship with the		and has no relationship with the Company	Directors			of			Listed
Company and the Company’s substantial		and the Company’s substantial	Companies		issued				by	the
Shareholders which may hinder him/her		Shareholders which may hinder him/her	CSRC.
from making independent and objective		from making independent and objective
judgments.		judgments.

– III-1 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE WORKING SYSTEM FOR INDEPENDENT DIRECTORS

APPENDIX III

	Original Articles	Original Articles	Original Articles	Original Articles				Amended articles	Basis of Amendments
—								Article 3 The members of the Board of	This article is added in
								the Company shall include at least one-	accordance with Article 4 of
								third of independent Directors. The	the Rules for the Independent
								Company shall appoint appropriate	Directors of Listed
								personnel to serve as independent	Companies issued by the
								Directors, including at least one	CSRC, and Article 2.2.5
								accounting professional.	of the Self-regulatory
									Guidelines for Listed
								The members of the specialized	Companies No. 1 –
								committees of the Board of the	Standardized Operation (《上
								Company are all directors. In the Audit	市公司自律監管指引第1號
								Committee, Nomination Committee, and	——規範運作》) issued by
								Remuneration and Evaluation	the Shanghai Stock
								Committee, independent Directors shall	Exchange.
								be the majority and shall act as
								conveners, and the convener of the Audit
								Committee shall be an accounting
								professional.
Article 3 The independent Directors shall								Article 4 The independent Directors shall	It was amended in
bear the duties of				good faith	and		due	bear the duties of good faith and due	accordance with Article 3.5.6
diligence toward the Company						and all		diligence toward the Company and all	of the Self-regulatory
Shareholders. They shall earnestly						perform		Shareholders. They shall earnestly perform	Guidelines for Listed
their duties			in	accordance			with	their duties in accordance with	Companies No. 1 –
requirements		of	relevant laws, regulations					requirements of relevant laws, regulations	Standardized Operation
and the	Articles of			Association		of	the	and the Articles of Association of the	issued by the Shanghai Stock
Company, shall			protect the overall interests					Company, shall protect the overall interests	Exchange and Article 9 of
of the Company, and shall be					especially			of the Company, and shall be especially	Measures for the Supervision
concerned with			protecting the		legitimate			concerned with protecting the legitimate	and Administration of
rights	and		interests of		minority			rights and interests of minority	Directors, Supervisors,
Shareholders			from	being	infringed.			Shareholders from being infringed.	Senior Management Officers
Independent		Directors shall carry out					their	Independent Directors shall carry out their	and Practitioners of
duties independently				and shall not		subject		duties independently and shall not subject	Securities Fund Operating
themselves		to	the	influence		of	the	themselves to the influence of the	Institutions (《證券基金經營
Company’s		major		Shareholders,		actual		Company’s major Shareholders, actual	機構董事、監事、高級管理
controllers, or other entities or persons							who	controllers, or other entities or persons who	人員及從業人員監督管理辦
are interested parties				of the Company.				are interested parties of the Company.	法》) issued by the CSRC.

– III-2 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE WORKING SYSTEM FOR INDEPENDENT DIRECTORS

APPENDIX III

	Original Articles	Original Articles				Amended articles		Basis of Amendments	Basis of Amendments	Basis of Amendments
Independent	Directors	can		serve	as	Independent Directors can concurrently
independent	directors in	up to		five listed		serve as independent directors in up to
companies concurrently		and	ensure that			five domestic and overseas listed
they have sufficient time and				energy to		companies, and any person can serve as
perform their duties effectively.						an independent director in up to two
						securities and fund business institutions.
						Where laws and regulations and the
						CSRC provide otherwise, such provisions
						shall prevail. Independent Directors shall
						ensure that they have sufficient time and
						energy to perform their duties effectively.
—						Article 5 A candidate for independent	This	article	is	added	in
						Director shall have none of the following	accordance with Article 3.5.5
						bad records:	of	the	Self-regulatory
							Guidelines		for	Listed
						(I) administrative punishment imposed	Companies		No.	1	–
						by the CSRC in the past 36 months;	Standardized			Operation
							issued	by the	Shanghai Stock
						(II) in the period that is publicly	Exchange.
						regarded by the Shanghai Stock
						Exchange as not appropriate for serving
						as a director of a listed company;
						(III) open denunciation or over two
						circulated criticisms by the Shanghai
						Stock Exchange in the past 36 months;
						(IV) failure to attend Board meetings for
						two consecutive times or failure to attend
						over one-third of the Board meetings of
						the current year in person during his/her
						term of as independent Director;
						(V) obvious discrepancy of his/her
						independent opinions from the facts
						during his/her term of service as
						independent Director;
						(VI) such other circumstances as
						determined by the stock exchanges on
						which the shares of the Company are
						listed.

– III-3 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE WORKING SYSTEM FOR INDEPENDENT DIRECTORS

APPENDIX III

Original Articles	Original Articles	Original Articles	Original Articles	Original Articles		Amended articles		Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments
Article 4 The appointment of					an	Article 6 The appointment of an	Amendments						and
independent	Director shall			meet	the	independent Director shall meet the	supplements			were		made		in
following basic conditions:						following basic conditions:	accordance with Article 9							of
							the	Rules for		the Independent
(I) being qualified to serve		as		a director of		(I) being qualified to serve as a director	Directors				of		Listed
a listed company and a securities company						of a listed company and a securities	Companies			issued		by		the
in accordance	with laws,	regulations			and	company in accordance with laws,	CSRC		and Rule 19A.18					of
other relevant	provisions;					administrative regulations and other	the	Rules		Governing				the
						relevant provisions;	Listing of Securities						on The
(II) being independent as stipulated in the							Stock		Exchange			of	Hong
Articles of Association;						(II) being independent as stipulated in	Kong Limited				issued		by The
						relevant laws and regulations, this	Stock		Exchange			of	Hong
(III) having	basic knowledge of				the	system and the Articles of Association;	Kong Limited.
operation of listed companies			and financial
enterprises, and being		familiar			with	(III) having basic knowledge of the
relevant laws,	administrative			regulations,		operation of listed companies and financial
rules and regulations;						enterprises, and being familiar with
						relevant laws, administrative regulations,
(IV) having	over five years of legal,					rules and regulations;
economic or	other work			experience
necessary to	perform the duties of an					(IV) having over five years of legal,
independent Director;						economic, accounting, financial,
						management or other work experience
(V) other qualifications as stipulated in the						necessary to perform the duties of an
Articles of Association.						independent Director;
						(V) there is no circumstance specified in
						Article 7 of the Measures for the
						Supervision and Administration of
						Directors, Supervisors, Senior
						Management Officers and Practitioners
						of Securities Fund Operating
						Institutions;
						(VI) the Company shall have at least one
						independent Director who is ordinarily
						resident in Hong Kong;
						(VII) other qualifications as stipulated in
						laws and regulations and the Articles of
						Association.

– III-4 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE WORKING SYSTEM FOR INDEPENDENT DIRECTORS

APPENDIX III

Original Articles	Amended articles	Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments
Article 5 Independent Directors must be	Article 7 Independent Directors must be	Amendments				and
independent and the following personnel	independent and the following personnel	supplements	were made				in
cannot hold the post:	cannot hold the post:	accordance with Article 7 of
		the Rules for	the Independent
(I) The person who holds a position in the	(I) The person who holds a position in the	Directors		of		Listed
Company or its affiliated enterprises,	Company or its affiliated enterprises or	Companies, Article 9 of					the
his/her direct relatives and major social	the related parties of the Company in the	Measures for	the		Supervision
relations (direct relatives refer to his/her	past three years;	and Administration					of
spouse, father, mother and children etc.;		Directors,		Supervisors,
major social relations refer to his/her	(II) The person whose direct relatives	Senior Management Officers
brothers, sisters, father-in-law, mother-in-	and major social relations hold a position	and Practitioners					of
law, daughter-in-law, son-in-law, spouse of	in the Company and its related parties	Securities Fund			Operating
his/her brothers, sisters, and his/her	(direct relatives refer to his/her spouse,	Institutions	issued			by	the
spouse’s brothers and sisters etc.);	father, mother and children; major social	CSRC, Article		3.5.4		of	the
	relations refer to his/her brothers,	Self-regulatory			Guidelines
(II) The person who directly or indirectly	sisters, father-in-law, mother-in-law,	for Listed Companies				No.	1 –
holds over 1% of the shares issued by the	daughter-in-law, son-in-law, spouse of	Standardized			Operation
Company or natural person Shareholders	his/her brothers and sisters, and his/her	issued by the	Shanghai Stock
among the top 10 Shareholders of the	spouse’s brothers and sisters);	Exchange and		Rule		3.13	of
Company and his/her direct relatives;		the Rules	Governing				the
	(III) The person who directly or indirectly	Listing of Securities				on The
(III) The person who holds post in the	holds over 1% of the shares issued by the	Stock Exchange			of	Hong
Shareholder companies directly or	Company or natural person Shareholders	Kong Limited		issued		by The
indirectly holding over 5% of the shares	among the top 10 Shareholders of the	Stock Exchange			of	Hong
issued by the Company or in any of the top	Company and his/her direct relatives;	Kong Limited.
5 Shareholder companies of the Company
and his/her direct relatives;	(IV) The person who holds post in the
	Shareholder companies directly or
(IV) The person who holds the position in	indirectly holding over 5% of the shares
the actual controller and affiliated	issued by the Company or in any of the top
enterprises of the Company;	5 Shareholder companies of the Company
	and his/her direct relatives;
(V) The person who provides such services
as finance, law and consultancy to the	(V) The person who holds the position in
Company and its controlling Shareholders	the actual controller and affiliated
or their respective affiliated enterprises,	enterprises of the Company;
including all members of the project team,
reviewers at all levels, persons who sign on	(VI) The person who provides such
the report, partners and principal persons of	services as finance, law and consultancy to
agencies providing services;	the Company and its controlling
	Shareholders or their respective affiliated
(VI) The person who serves as a Director,	enterprises, including all members of the
Supervisor or senior manager in companies	project team, reviewers at all levels,
which have major business relationship	persons who sign on the report, partners
with the Company and its controlling	and principal persons of agencies providing
Shareholders or their respective affiliated	services;
enterprises or in the controlling
Shareholder of such companies;

– III-5 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE WORKING SYSTEM FOR INDEPENDENT DIRECTORS

APPENDIX III

		Original Articles	Original Articles	Original Articles	Original Articles		Amended articles		Basis of Amendments	Basis of Amendments	Basis of Amendments
(VII) The person, within the latest 1 year,							(VII) The person who has interests with
falls	under	any	of	the	circumstances		the senior management personnel, other
outlined in the aforementioned six items;							Directors, Supervisors and other key
							personnel of the Company and its related
(VIII)	Other persons			as specified in the			parties;
Articles of Association of the Company;
							(VIII) The person who holds a position in
(IX) Other persons stipulated by the CSRC.							organizations which are in a business
							relationship or interest relationship with
							the Company or its affiliated enterprises;
							(IX) The person who serves as a Director,
							Supervisor or senior management in
							companies which have major business
							relationship with the Company’s
							controlling Shareholders or their
							affiliated enterprises or in the controlling
							Shareholder of such companies;
							(X) The person holds a position other
							than independent director in other
							securities and fund business institutions;
							(XI) The person, within the latest 1 year,
							falls under any of the circumstances
							outlined in the aforementioned items (II)
							to (X);
							(XII) Other persons as specified in laws,
							administrative regulations, the Articles
							of Association of the Company,
							departmental rules, etc.;
							(XIII) Other persons stipulated by the
							CSRC or the stock exchanges on which
							the Company is listed.
Article 6		The	Board,			Supervisory	Article 8 The Board, Supervisory	It	was	amended		in
Committee		and Shareholders				individually	Committee and Shareholders individually	accordance with Article 12 of
or jointly holding			over 3%		of the shares		or jointly holding over 1% of the shares	the	Rules for the Independent
issued by		the Company			can nominate		issued by the Company can nominate	Directors		of	Listed
candidates of independent					Directors and		candidates of independent Directors and	Companies		issued	by	the
bring	the list of candidates				to	the general	bring the list of candidates to the general	CSRC.
meeting for		voting.					meeting for voting.

– III-6 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE WORKING SYSTEM FOR INDEPENDENT DIRECTORS

APPENDIX III

Original Articles	Amended articles	Basis of Amendments
Article 7The nominator of an independent	Article 9The nominator of an independent	It was supplemented in
Director shall obtain the consent of the	Director shall obtain the consent of the	accordance with Article 12 of
nominee before nomination. The nominator	nominee before nomination. The nominator	the Measures for the
shall have a full understanding of the	shall have a full understanding of the	Supervision and
profession, academic credentials, job title,	profession, academic credentials, job title,	Administration of Directors,
detailed work experiences and all part-time	detailed work experiences and all part-time	Supervisors, Senior
jobs of the nominee and voice an opinion	jobs of the nominee and voice an opinion	Management Officers and
on the qualification and independence of	on the qualification and independence of	Practitioners of Securities
the nominee to be an independent Director.	the nominee to be an independent Director.	Fund Operating Institutions
The nominee shall publish a statement that	The nominee shall publish an independence	issued by the CSRC.
there does not exist any relationship	statement that there does not exist any
between him/her and the Company that	relationship between him/her and the
may influence his/her independent and	Company that may influence his/her
objective judgment. Prior to the	independent and objective judgment. Prior
shareholders’ general meeting for election	to the shareholders’ general meeting for
of independent Directors, the Board of	election of independent Directors, the
Directors of the Company shall publish the	Board of Directors of the Company shall
aforesaid information as required.	publish the aforesaid information as
	required. The Company shall submit the
	independence statement as a filing
	material to the relevant delegated
	authorities of the CSRC.
Article 8Prior to the shareholders’ general	Article 10 Prior to the announcement of	It was amended in
meeting for election of independent	the notice of the shareholders’ general	accordance with Article 14 of
Directors, the Company shall submit the	meeting for election of independent	the Rules for the Independent
relevant materials of the nominees to the	Directors, the Company shall submit the	Directors of Listed
CSRC, the Jiangsu Regulatory Bureau of	relevant materials of the nominees to the	Companies issued by the
the CSRC and the stock exchanges on	Shanghai Stock Exchange. If the Board	CSRC, Articles 3.5.10 and
whichthe Company’s shares are listed. If	has any objection to the nominees, opinions	3.5.11 of the Self-regulatory
the Board has any objection to the	of the Board shall also be submitted in	Guidelines for Listed
nominees, opinions of the Board shall also	writing. When the Company proposes to	Companies No. 1 –
be submitted in writing.	appoint a new independent Director, the	Standardized Operation
	Company must publish the appointment	issued by the Shanghai Stock
	as soon as practicable, and include in the	Exchange and Rule 13.51(2)
	announcement the details of the new	of the Rules Governing the
	independent Director required to be	Listing of Securities on The
	published by the Hong Kong Listing	Stock Exchange of Hong
	Rules.	Kong Limited issued by The
		Stock Exchange of Hong
		Kong Limited.
		Amendments were made to
		improve the presentation.

– III-7 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE WORKING SYSTEM FOR INDEPENDENT DIRECTORS

APPENDIX III

	Original Articles	Original Articles	Original Articles	Original Articles	Original Articles					Amended articles		Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments
The stock	exchange shall				examine				the	The Shanghai Stock Exchange shall
qualifications and				independence				of	the	examine the qualifications and
candidates	for	independent			Directors.				In	independence of the candidates for
the event	the			independent			Director			independent Directors. In the event the
candidates	are		objected by			the		stock		independent Director candidates are
exchange, the Company shall						not		submit		objected by the Shanghai stock exchange,
the independent		Director candidates to							the	the Company shall not submit the
general meeting		for		election as		independent				independent Director candidates to the
Directors, and shall				postpone	or cancel				the	general meeting for election as independent
general meeting			or cancel		the		relevant			Directors, and shall postpone or cancel the
proposals	of	the		general		meeting			in	general meeting or cancel the relevant
accordance	with		the Rules for			the	General			proposals of the general meeting in
Meetings	of	Shareholders				of		Listed		accordance with the Rules for the General
Companies	(《上市公司股東大會規則》)									Meetings of Shareholders of Listed
issued by the CSRC.										Companies (《上市公司股東大會規則》)
										issued by the CSRC and the Hong Kong
Prior to the shareholders’ general							meeting			Listing Rules.
for election of		independent Directors,							the
Board shall	state		whether the candidates						for	Prior to the shareholders’ general meeting
independent Directors are objected								by	the	for election of independent Directors, the
stock exchange.										Board shall state whether the candidates for
										independent Directors are objected by the
										Shanghai Stock Exchange.
—										Article 11 When the Company employs	This		article	is	added			in
										an independent Director, it shall	accordance with Article						11 of
										carefully investigate and confirm that	the		Measures		for			the
										he/she meets the corresponding	Supervision						and
										employment conditions, and shall submit	Administration			of	Directors,
										the following filing materials to the	Supervisors,					Senior
										relevant delegated authorities of the	Management			Officers			and
										CSRC within 5 working days from the	Practitioners			of	Securities
										date of making the employment decision:	Fund		Operating Institutions
											issued		by the CSRC and Rule
										(I) registration form for filing of	3.13 of the Rules				Governing
										employment;	the	Listing of		Securities				on
											The Stock Exchange of						Hong
										(II) employment decision documents and	Kong		Limited	issued by The
										relevant meeting resolutions;	Stock		Exchange		of		Hong
											Kong		Limited.
										(III) the employer’s inspection opinions
										on the employee, the nominator’s written
										commitment and nomination opinions,
										and the independent Director’s
										statement of independence;

– III-8 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE WORKING SYSTEM FOR INDEPENDENT DIRECTORS

APPENDIX III

	Original Articles	Original Articles	Amended articles	Basis of Amendments
			(IV) identity, relevant work experience,
			integrity and other documents proving
			he/she meets the employment conditions;
			(V) the Undertaking for Operating with
			Integrity signed by the employee;
			(VI) the audit report on retirement from
			office, review report on retirement from
			office, appraisal opinion issued by the
			former employers in the past three years
			or the employment investigation report
			issued by a third party organization
			entrusted by the employer to the
			employee;
			(VII) other materials required to be
			submitted by the CSRC.
			The Company shall state in the
			inspection opinions if the employee meets
			the employment requirements.
			When an independent Director is
			appointed, he/she must submit a written
			confirmation to the Hong Kong Stock
			Exchange, which must state: (a) the
			independence related to the factors
			mentioned in Rules 3.13(1) to (8) of the
			Hong Kong Listing Rules; (b) his/her
			past or current financial or other
			interests in the business of the Company
			or its subsidiaries, or any connection
			with any core connected persons of the
			Company (if any); and (c) there are no
			other factors that may affect his/her
			independence when he/she submits
			his/her statements and undertakings in
			Form H. If there are any changes in the
			future that may affect his/her
			independence, each independent
			Director must notify the Hong Kong
			Stock Exchange as soon as practicable
			and confirm his/her independence to the
			Company every year. The Company shall
			confirm in the annual report every year
			whether it has received the above
			confirmation and whether it still
			considers the relevant independent
			Directors as independent persons.

– III-9 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE WORKING SYSTEM FOR INDEPENDENT DIRECTORS

APPENDIX III

Original Articles	Amended articles	Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments
Article 10 If an independent Director	Article 13 If an independent Director	It was	amended						in
abstains from attending the Board meetings	abstains from attending the Board meetings	accordance with Article 17 of
in person for three times in succession, the	in person for three times in succession, the	the Rules for	the Independent
Board shall propose a replacement of the	Board shall propose a replacement of the	Directors	of				Listed
Director at a general meeting. Except for	Director at a general meeting. Prior to the	Companies	issued		by				the
the abovementioned conditions and the	expiration of the term of office of an	CSRC.
situations in which a person shall not serve	independent Director, the Company may
as a Director under the Company Law, the	remove him/her from his/her position
office of an independent Director shall not	through legal procedures. In case of
be terminated without any reason before	termination of an independent Director’s
expiration. In case of termination of an	term of office prior to expiration, it shall be
independent Director’s term of office prior	disclosed as a special issue by the
to expiration, it shall be disclosed as a	Company. If the independent Director so
special issue by the Company. If the	removed considers that the reason for
independent Director so removed considers	his/her removal is not proper, he or she can
that the reason for his/her removal is not	make a public statement.
proper, he or she can make a public
statement.
Article 11 An independent Director may	Article 14 An independent Director may	Amendments						and
tender resignation before expiration of his	tender resignation before expiration of his	supplements	were	made					in
or her term of office by submitting a	or her term of office by submitting a	accordance with Article 3.5.8
written resignation report to the Board, and	written resignation report to the Board, and	of the	Self-regulatory
providing an explanation of any conditions	providing an explanation of any conditions	Guidelines	for				Listed
in relation to his or her resignation or which	in relation to his or her resignation or which	Companies	No.			1			–
are considered by him/her as necessary to	are considered by him/her as necessary to	Standardized		Operation
draw the attention of Shareholders and	draw the attention of Shareholders and	issued by the	Shanghai				Stock
creditors of the Company. If the number of	creditors of the Company. If the	Exchange and Article					42		of
independent Directors in the Board is lower	proportion of independent Directors in	the Measures		for					the
than the required number due to the	the Board is lower than the minimum	Supervision						and
resignation of an independent Director, the	requirements specified in this system due	Administration of		Directors,
resignation report of the independent	to the resignation of an independent	Supervisors,				Senior
Director shall only come into effect when	Director or there is no accounting	Management	Officers					and
the next independent Director fills his/her	professional among independent	Practitioners	of	Securities
vacancy.	Directors, the independent Director shall	Fund Operating Institutions
	continue to perform his/her duties until	issued by the CSRC.
	the date when a new independent
	Director is appointed. The original
	nominator of the independent Director
	or the Board shall nominate a new
	independent Director candidate within
	three months from the date of
	resignation of the independent Director.

– III-10 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE WORKING SYSTEM FOR INDEPENDENT DIRECTORS

APPENDIX III

Original Articles	Original Articles	Amended articles		of Amendments	of Amendments	of Amendments
If an independent Director	resigns or is	If an independent Director resigns or is
removed during his/her term of office, the		removed during his/her term of office, the
independent Director and	the Company	independent Director and the Company
shall provide written explanations to the		shall provide written explanations to the
delegated authorities of the CSRC in the		relevant delegated authorities of the
place where the Company is	registered and	CSRC and the general meeting within 20
where the principal office is	located and to	working days.
the general meeting.
Article 12 In addition to the functions and		Article 15 In addition to the functions and	Amendments			and
powers authorized by the Company Law		powers authorized by the Company Law	supplements		were	made	in
and other relevant laws and regulations,		and other relevant laws and regulations,	accordance with Article 22 of
independent Directors are of the following		independent Directors are of the following	the Rules	for	the Independent
special functions and powers:		special functions and powers:	Directors		of	Listed
			Companies		issued	by	the
(I) Material related party transactions (refer		(I) Material related party transactions	CSRC,	and	part	of	the
to related party transactions	proposed to be	should be approved by independent	original article was			adjusted
reached between the Company and related		Directors in advance. Before making a	and listed in		Article	3 of this
persons with a total amount	of transaction	judgment, the independent Directors can	system.
of more than RMB3 million	and more than	hire an agency to issue an independent
0.5% of the latest audited NAV of the		financial advisor report as the basis for
Company) should be submitted to the		their judgment;
Board for discussion with the approval of
independent Directors. Before making a		(II) propose to the Board to hire or
judgment, the independent	Directors can	dismiss the accounting firm;
hire an agency to issue an independent
financial advisor report as	the basis for	(III) propose to the Board to hold an
their judgment;		extraordinary general meeting;
(II) propose to the Board to hire or dismiss		(IV) propose to hold a meeting of the
the accounting firm and has the power of		Board;
prior approval for the hiring or dismissing
of the accounting firm;		(V) publicly collect voting rights from
		Shareholders before the general meeting;
(III) propose to the Board to hold an
extraordinary general meeting;		(VI) hire external auditing institutions and
		advisory institutions independently to audit
(IV) propose to hold a meeting of the		and give advice on specific matters of the
Board;		Company.
(V) publicly collect voting rights from		(VII) other functions and powers
Shareholders before the general meeting;		stipulated by laws and regulations,
		relevant provisions of the CSRC and the
(VI) hire external auditing institutions and		stock exchanges on which the Company
advisory institutions independently to audit		is listed, and the Articles of Association.
and give advice on specific	matters of the
Company.

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EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE WORKING SYSTEM FOR INDEPENDENT DIRECTORS

APPENDIX III

Original Articles	Amended	articles			Basis of Amendments	Basis of Amendments	Basis of Amendments
Independent Directors can exercise the	Independent Directors can exercise		the
functions and powers outlined in the	functions and powers outlined in		the
aforementioned items (I) to (V) with the	aforementioned items	(I) to (V) with	the
approval of more than half of all the	approval of more than half of all		the
independent Directors and are able to	independent Directors and are able to
exercise the functions and powers outlined	exercise the functions	and powers outlined
in item (VI) with the approval of all	in item (VI) with the approval of		all
independent Directors. Relevant expenses	independent Directors. Relevant expenses
should be assumed by the Company. If the	should be assumed by	the Company. If the
aforementioned proposals fail to be	aforementioned proposals fail to		be
adopted or the aforementioned functions	adopted or the aforementioned functions
and powers cannot be exercised normally,	and powers cannot be exercised normally,
the Company should disclose the relevant	the Company should disclose the relevant
information.	information.
Independent Directors should serve as the
convener if the Board plans to establish a
special committee to solve the transactions
with related parties or senior managers’
remuneration and appraisal matters.
If the Board of the Company establishes
committees such as the Remuneration and
Appraisal Committee, the Audit Committee
and the Nomination Committee, over half
of the committee members should be
independent Directors.
Article 13 In addition to the	Article 16 In	addition to	the	This article is updated				in
aforementioned responsibilities,	aforementioned	responsibilities,		accordance	with		Article
independent Directors should give	independent Directors should		give	3.5.14 of the Self-regulatory
independent opinions to the Board or the	independent opinions	to the Board or the		Guidelines		for	Listed
Shareholders’ general meeting:	Shareholders’ general	meeting:		Companies		No.	1	–
				Standardized		Operation
(I) Nomination and appointment of	(I) Nomination and appointment		of	issued by the Shanghai Stock
Directors;	Directors;			Exchange.
(II) Appointment or dismissal of senior	(II) Appointment or	dismissal of senior		Among them,		the	relevant
management;	management;			contents	of	“independent
				opinions	issued			by
(III) Remuneration, incentive plan, and	(III) Remuneration	for Directors	and	independent		directors		on
other matters for Company Directors and	senior management;			major matters		shall	at least
senior management;				include	the	following
	(IV) Appointment	and dismissal	of	contents” and		“independent
��	accounting firm;			directors’ work report”				are
				additionally listed in			Articles
				17 and 18.

– III-12 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE WORKING SYSTEM FOR INDEPENDENT DIRECTORS

APPENDIX III

	Original Articles	Original Articles	Amended articles	Basis of Amendments
			(V) Changes in accounting policies or
			accounting estimates, or corrections of
			major accounting errors, due to reasons
			other than changes in accounting
			standards;
			(VI) The issuance of a non-standard
			unqualified audit opinion by the
			accountants’ firm on the financial
			accounting report and internal control of
			the Company;
			(VII) The internal control evaluation
			report;
			(VIII) The proposal of relevant parties to
			change their commitments;
			(IX) The impact of the issuance of
			preferred shares on the rights and
			interests of each class of shareholders of
			the Company;
			(X) The formulation of profit
			distribution policies, profit distribution
			plans and cash dividend distribution
			plans;
			(XI) Material matters that require
			disclosure, such as related party
			transactions, provision of guarantees
			(excluding guarantees for subsidiaries
			within the scope of consolidated
			statements), entrusted wealth
			management, provision of financial
			assistance, use of proceeds, investment in
			stocks and their derivatives, etc.;
			(XII) Material asset restructuring
			proposals, management buyouts, equity
			incentive schemes, employee stock
			ownership schemes, share repurchase
			proposals, and plans for debt repayment
			by related parties of the Company;
			(XIII) Where the Company has intended
			to decide that its shares shall no longer
			be traded on the Shanghai Stock
			Exchange;
			(XIV) Matters which, in the opinion of
			the independent directors, may prejudice
			the legitimate interests of the minority
			shareholders;
			(XV) Other matters required by laws and
			regulations and the relevant provisions
			of the stock exchange where the company
			is listed.

– III-13 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE WORKING SYSTEM FOR INDEPENDENT DIRECTORS

APPENDIX III

	Amended articles		Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments
—	Article 17 The independent opinions	It	was	revised		and
	issued by independent directors on	supplemented		in accordance
	major matters shall at least include the	with the content			of	Article
	following content:	3.5.15 of the		Self-regulatory
		Guidelines		for		Listed
	(I) basic information on major matters;	Companies		No.		1	–
		Standardized			Operation
	(II) the basis for expressing opinions,	issued by the		Shanghai Stock
	including the procedures performed, the	Exchange.
	documents audited and the contents of
	on-site inspection, etc.;
	(III) the legality and compliance of
	material matters;
	(IV) the impact on the rights and
	interests of the Company and minority
	shareholders, the possible risks and the
	effectiveness of the measures adopted by
	the Company;
	(V) expression of conclusive opinions. If
	a qualified opinion, objection or
	disclaimer of opinion is raised on a
	material matter, the relevant
	independent directors shall clearly
	explain the reasons and obstacles for not
	providing an opinion.
	The independent directors shall sign and
	confirm their independent opinions
	issued, and report the above opinions to
	the board of directors in a timely manner
	and disclose the same together with the
	relevant announcements of the Company.

– III-14 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE WORKING SYSTEM FOR INDEPENDENT DIRECTORS

APPENDIX III

	Amended articles	Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments
—	Article 18 Independent directors shall	It	was	revised			and
	prepare an annual performance report	supplemented		in accordance
	and submit it to the general meeting for	with the content			of Article
	deliberation and filing for future	3.5.20 of the		Self-regulatory
	reference, explain the performance of	Guidelines		for		Listed
	their duties, and focus on corporate	Companies		No.		1		–
	governance matters such as the	Standardized			Operation
	Company’s internal control,	issued by the		Shanghai Stock
	standardized operation, and protection	Exchange and Article				23		of
	of the rights and interests of small and	the	Measures		for			the
	medium investors.	Supervision					and
		Administration of			Directors,
	The work report of the independent	Supervisors,				Senior
	directors shall contain the following	Management		Officers			and
	contents:	Practitioners		of	Securities
		Fund Operating Institutions
	(I) the manner, frequency and voting	issued by the		CSRC.
	situation of shareholders attending
	board meetings throughout the year and
	the number of shareholders attending
	general meetings;
	(II) independent opinion expressed;
	(III) on-site inspection;
	(IV) proposal to hold board meetings,
	proposal to appoint or dismiss
	accounting firms, independent
	appointment of external audit
	institutions and consulting institutions,
	etc.;
	(V) other work to protect the legitimate
	rights and interests of minority
	shareholders.
	After the independent directors have
	signed and confirmed, the independent
	directors’ work report shall be submitted
	to the Company together with the
	materials of the annual general meeting
	for filing and safekeeping.

– III-15 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE WORKING SYSTEM FOR INDEPENDENT DIRECTORS

APPENDIX III

	Original Articles	Original Articles	Original Articles	Original Articles					Amended articles	Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments
—									Article 19 Independent directors shall	This article			is		added	in
									refuse to execute any order or	accordance	with				the content
									authorization of any institution or	of Articles	27		and 29 of			the
									individual that infringes upon the	Measures for		the			Supervision
									interests of the Company or the	and Administration						of
									legitimate rights and interests of	Directors,				Supervisors,
									investors. If any illegal or irregular acts	Senior Management Officers
									infringing upon the legitimate rights and	and Practitioners						of
									interests of investors are found, the	Securities	Fund				Operating
									independent directors shall promptly	Institutions		issued by				the
									report to the compliance officer of the	CSRC.
									Company or relevant subordinate
									institutions of the CSRC.
									Independent directors shall keep non-
									public information (such as the
									Company’s trade secrets) confidential
									after leaving office, and shall not use
									non-public information to benefit
									themselves or others.
—									Article 20 If the information of	This article			is		added	in
									independent directors (such as holding	accordance	with				the actual
									other positions) is updated, the Company	work of	the				independent
									should be notified in a timely manner.	directors of the Company.
Article 15 The		Company shall			provide the				Article 22 The Company shall provide the	It was revised			in		accordance
working	conditions			required				by	working conditions required by	with the content of Article						24
independent	directors		to	perform				their	independent directors to perform their	of the	Rules				for	the
duties. The	secretary to the Board						of the		duties. The secretary to the Board of the	Independent			Directors			of
Company shall		actively	provide assistance						Company shall actively provide assistance	Listed Companies issued						by
to independent		directors in performing their							to independent directors in performing their	the CSRC.
duties, such as		introducing information and							duties, such as introducing information,
providing materials.			The		independent				providing materials, regularly reporting
opinions,	proposals			and			written		the Company’s operations, and
explanations		issued	by		independent				organizing on-site inspections for
directors shall be announced, and the									independent directors when necessary,
secretary to	the Board		shall			handle the			etc. The independent opinions, proposals
matters related		to the announcement						in a	and written explanations issued by
timely manner.									independent directors shall be announced,
									andthe Company shall assist in handling
									the announcement in a timely manner.

– III-16 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE WORKING SYSTEM FOR INDEPENDENT DIRECTORS

APPENDIX III

		Original	Original	Articles	Articles	Articles					Amended articles		Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments
Article 18 The Company shall								establish			Article 25 The Company shall establish	This		article is					revised	in
necessary		insurance				measures				for	necessary insurance measures for	accordance					with		the actual
independent			directors			liabilities				to	independent directors’ liabilities to	work			of		the		independent
minimize	the risks that				may arise from					the	minimize the risks that may arise from	directors of the Company.
ordinary	discharge			of		duties			by	the	the ordinary discharge of duties by the
independent		directors.									independent directors.
Article 19		Matters not				covered			in this		Article 26 The Board is responsible for	The adjustment of the order
system shall		be implemented in accordance									revision and interpretation of this	of		the			terms		and	the
with the relevant laws,					regulations				and	the	system.	improvement of							the content
Company’s articles of				association.								are	made				according to			the
												current				system of				the
												Company.
—											Article 27 The supporting documents for	This		article				is	added	in
											this system include:	accordance					with		the current
												system			of	the Company.
											1. External regulations: Rules for the
											Independent Directors of Listed
											Companies, Measures for the
											Supervision and Administration of
											Directors, Supervisors, Senior
											Management Officers and Practitioners
											of Securities Fund Operating
											Institutions, Code of Corporate
											Governance for Listed Companies, Code
											of Corporate Governance for Securities
											Companies, Stock Listing Rules by the
											Shanghai Stock Exchange and the Self-
											regulatory Guidelines for Listed
											Companies No. 1 – Standardized
											Operation issued by the Shanghai Stock
											Exchange, and Hong Kong Listing Rules
											2. Internal regulations: Articles of
											Association of Huatai Securities Co.,
											Ltd.
Article	20		This		system			shall		be	Article 28 Matters not covered in this	This		article is					revised	in
implemented			from the			date when				the	system shall be implemented in	accordance					with		the actual
shareholders		approve		the		establishment of					accordance with relevant laws,	situation of the Company.
the joint-stock company						at	the		general		administrative regulations, departmental
meeting.											rules, normative documents, self-
											discipline rules and the articles of
											association of the Company.

– III-17 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE WORKING SYSTEM FOR INDEPENDENT DIRECTORS

APPENDIX III

Original Articles
Amended articles
Basis of Amendments
Article 21 The Board is responsible for
explaining this system.
Article
29
This
system
shall
be
implemented from the date of approval
by
the
general
meeting.
From
the
effective date of this system, the original
Working
System
for
Independent
Directors
of
the
Company
shall
automatically become invalid.
This article is revised in
accordance with the actual
situation of the Company.

2. The serial number of articles under each section in the Working System for Independent Directors of the Company shall be adjusted in accordance with the above amendments of the Working System for Independent Directors of the Company.

– III-18 –

APPENDIX IV EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR RELATED-PARTY TRANSACTIONS

Explanation Table of the Proposed Amendments to the Management System for Related-Party Transactions of Huatai Securities Co., Ltd.

1. Amendments to the following articles of the Management System for Related-Party Transactions

Original Articles	Amended Articles		Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
Article 1 In order to regulate the decision-	Article 1 In order to regulate the decision-	1.		The	Implementation
making of related-party transactions of	making of related-party transactions of	Guidelines for				Related			Party
Huatai Securities Co., Ltd. (hereinafter	Huatai Securities Co., Ltd. (hereinafter	Transactions of SSE						Listed
referred to as the “Company”), improve the	referred to as the “Company”), improve the	Companies				has			been
standardized operation of the Company and	standardized operation of the Company and	abolished;
protect the legitimate rights and interests of	protect the legitimate rights and interests of
investors (especially minority investors),	investors (especially minority investors),	2.	An	external		regulation is
we have formulated this system according	we have formulated this system according	added		according			to			the
to relevant provisions of laws, regulations	to relevant provisions of laws, regulations,	Guidelines			of	the	Shanghai
and regulatory documents including the	rules and regulatory documents including	Stock		Exchange			for		Self-
Company Law of the People’s Republic of	the Company Law of the People’s Republic	regulation				of		Listed
China, the Securities Law of the People’s	of China, the Securities Law of the People’s	Companies			No.			5		–
Republic of China, the Code of Corporate	Republic of China, the Code of Corporate	Transactions and					Related
Governance of Listed Companies, the	Governance of Listed Companies, the	Party		Transactions;
Rules for Governance of Securities	Rules for Governance of Securities
Companies and the Rules for the General	Companies and the Rules for the General	3.	The abbreviations					of		the
Meetings of Shareholders of Listed	Meetings of Shareholders of Listed	stock		exchanges are adjusted
Companies promulgated by China	Companies promulgated by China	to	Articles		6 and 10			of		the
Securities Regulatory Commission	Securities Regulatory Commission	revised system;
(hereinafter referred to as “CSRC”), the	(hereinafter referred to as “CSRC”), the
Stock Listing Rules (April 2018 Revision)	Stock Listing Rules of theShanghai Stock	4.	Improve		the accuracy					of
promulgated by the Shanghai Stock	Exchange (hereinafter referred to as the	expression.
Exchange (hereinafter referred to as the	“SSE Listing Rules”), the Guidelines of
“SSE”) (hereinafter referred to as the “SSE	the Shanghai Stock Exchange for Self-
Listing Rules”), the Implementation	regulation of Listed Companies No. 5 –
Guidelines for Related Party	Transactions and Related Party
Transactions of SSE Listed Companies,	Transactions, the Rules Governing the
the Rules Governing the Listing of	Listing of Securities on the Stock Exchange
Securities on the Stock Exchange of Hong	of Hong Kong Limited (hereinafter referred
Kong Limited (hereinafter referred to as the	to as the “Hong Kong Listing Rules”) and
“Hong Kong Listing Rules”) issued by the	Enterprise Accounting Standards No. 36 –
Stock Exchange of Hong Kong Limited	Related Party Disclosure and the Articles of
(hereinafter referred to as the “Hong Kong	Association of Huatai Securities Co., Ltd.
Stock Exchange”) and Enterprise	(hereinafter referred to as the “Articles of
Accounting Standards No. 36 – Related	Association”).
Party Disclosure and the Articles of
Association of Huatai Securities Co., Ltd.
(hereinafter referred to as the “Articles of
Association”).

– IV-1 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR RELATED-PARTY TRANSACTIONS

APPENDIX IV

Original Articles		Amended Articles		Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
—		Article 3 The Company shall ensure the	This		article	is	added		in
		legitimacy, necessity, rationality and	accordance with				Rule 6.3.1
		fairness of related party transactions,	of	the SSE		Listing Rules
		maintain the independence of the	(referring to the				SSE Listing
		Company, and shall not use related party	Rules		(Revised		in January
		transactions to adjust financial	2022),		the same		below).
		indicators and damage the interests of
		the Company. The parties to transactions
		shall not conceal the related relationship
		or adopt other means to circumvent the
		Company’s related party transactions
		consideration procedures and
		information disclosure obligations.
Article 3 Besides relevant	laws,	Article 4 Besides relevant laws,	Improve the			accuracy			of
regulations, regulatory documents and the		regulations, rules, regulatory documents	expression.
Articles of Association, the related	party	and the Articles of Association, the related
transactions among the Company and its		party transactions among the Company and
related parties shall also comply	with	its related parties shall also comply with
relevant provisions of this system.		relevant provisions of this system.
Article 5 Any of the following	legal	Article 6 Any of the following legal	1.	The		Implementation
persons or other organizations shall be		persons or other organizations shall be	Guidelines for Related Party
regarded as related legal persons of the		regarded as related legal persons of the	Transactions			of	SSE Listed
Company under the SSE Listing Rules and		Company under the SSE Listing Rules:	Companies			has		been
the Implementation Guidelines	for		abolished;
Related Party Transactions of SSE Listed		(I) legal persons or other organizations who
Companies:		have direct or indirect control over the	2.	Amended		according			to
		Company;	Rule 6.3.3 of			the	SSE Listing
(I) legal persons or other organizations who			Rules;
have direct or indirect control over the		(II) legal persons or other organizations
Company;		who are directly or indirectly controlled by	3.	The	abbreviation above				is
		the legal persons as mentioned in sub-	adjusted to this article.
(II) legal persons or other organizations		paragraph (I) above, excluding the
who are directly or indirectly controlled by		Company, its controlled subsidiaries and
the legal persons as mentioned in	sub-	other controlled entities (such legal
paragraph (I) above, excluding	the	persons shall not be deemed to have related
Company and its controlled subsidiaries		relations if they are controlled by the same
(such legal persons shall not be deemed to		state-owned asset administrative
have related relations if they are controlled		institution, save for such entities whose
by the same state-owned	asset	legal representatives, chairman, general
administrative institution, save for	such	manager or majority of directors are also
entities whose legal representatives,		the directors, supervisors or senior
general manager or majority of directors		management members of companies);
are also the directors, supervisors or senior
management members of	listed
companies);

– IV-2 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR RELATED-PARTY TRANSACTIONS

APPENDIX IV

Original Articles	Amended Articles		Basis of Amendment	Basis of Amendment	Basis of Amendment
(III) legal persons or other organizations	(III) legal persons or other organizations
who are directly or indirectly controlled by	who are directly or indirectly controlled by
the related natural persons of the Company	the related natural persons of the Company
as listed in Article6, or whose directors and	as listed in Article 7, or whose directors
senior management members are related	(excluding independent directors of both
natural persons, excluding the Company	parties) and senior management members
and its controlled subsidiaries;	are related natural persons, excluding the
	Company, its controlled subsidiaries and
(IV) legal persons or other organizations	other controlled entities;
which hold 5% or more of the shares of the
Company;	(IV) legal persons or other organizations
	which hold 5% or more of the shares of the
(V) other legal persons or other	Company and persons acting in concert
organizations (which include legal	with them;
persons or other organizations holding
10% or more of the shares of controlled	(V) other legal persons or other
subsidiaries that have material influence	organizations whomay or have causedthe
on the Company) who may obtain	Company to favour its interests due to
beneficial interests from the Company due	their special relations with the Company, as
to their special relations with the Company,	identified by the CSRC, Shanghai Stock
as identified by the CSRC, the SSE, Hong	Exchange (hereinafter referred to as
Kong Stock Exchange or the Company	“SSE”) or the Company based on the
based on the substance over formprinciple.	substance over form principle.
Article 6 Any of the following natural	Article 7 Any of the following natural	1.	The	Implementation
persons shall be regarded as related natural	persons shall be regarded as related natural	Guidelines for Related Party
persons of the Company under the SSE	persons of the Company under the SSE	Transactions		of SSE	Listed
Listing Rules and the Implementation	Listing Rules:	Companies		has	been
Guidelines for Related Party		abolished;
Transactions of SSE Listed Companies:	(I) natural persons who directly or
	indirectly hold more than 5% of the shares	2.	Amended	according		to
(I) natural persons who directly or	in the Company;	Rule 6.3.3 of		the SSE Listing
indirectly hold more than 5% of the shares		Rules.
in the Company;	(II) directors, supervisors and senior
	management members of the Company;
(II) directors, supervisors and senior
management members of the Company;	(III) directors, supervisors and senior
	management members of the legal persons
(III) directors, supervisors and senior	or other organizations as specified in
management members of the legal persons	sub-paragraph (I) of Article 6;
as specified in sub-paragraph (I) of Article
5;

– IV-3 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR RELATED-PARTY TRANSACTIONS

APPENDIX IV

Original Articles	Amended Articles	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
(IV) close family members of the persons	(IV) close family members of the persons
as specified in sub-paragraphs (I) and (II)	as specified in sub-paragraphs (I) and (II)
of this article, including their spouses,	of this article, including their spouses,
children aged over 18 and their spouses,	children aged over 18 and their spouses,
parents and parents of their spouses,	parents and parents of their spouses,
siblings and their spouses, siblings of their	siblings and their spouses, siblings of their
spouses and parents of their children’s	spouses and parents of their children’s
spouses;	spouses;
(V) other natural persons (which include	(V) other natural persons who mayor have
natural persons holding 10% or more of	caused the Company to favour its
the shares of controlled subsidiaries that	interestsdue to their special relations with
have material influence on the Company)	the Company, as identified by the CSRC,
who may obtain beneficial interests from	the SSE, or the Company based on the
the Company due to their special relations	substance over form principle.
with the Company, as identified by the
CSRC, the SSE, Hong Kong Stock
Exchange or the Company based on the
substance over form principle.
Article 7 Any of the following legal	Article 8 Any of the following legal	Amended according to Rule
persons or natural persons shall be regarded	persons, other entities or natural persons	6.3.3	of the	SSE Listing
as related persons of the Company:	shall be regarded as related persons of the	Rules.
	Company:
(I) In accordance with the agreement signed
or arrangement made with the Company or	(I) Within the next twelve months after
its related persons and after the agreement	relevant agreement or arrangement takes
or arrangement takes effect, or within the	effect, one of the circumstances specified in
next twelve months, one of the	Article 6 or Article 7 of the system will
circumstances specified in Article 5 or	occur;
Article 6 of the system will occur;
	(II) Under any of the circumstances
(II) Under any of the circumstances	specified in Article 6 or Article 7 of the
specified in Article 5 or Article 6 of the	system within the past twelve months.
system within the past twelve months.
—	Article 9 The Company shall manage	This	article	is	added	in
	shareholders holding more than 5% of	accordance with Article 28 of
	the shares and its controlling	the	Provisions		on	the
	shareholders, actual controllers, related	Administration		of	Equity	of
	parties, persons acting in concert, and	Securities Companies.
	ultimate equity holders as its own related
	parties in accordance with the principle
	of penetration.

– IV-4 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR RELATED-PARTY TRANSACTIONS

APPENDIX IV

Original Articles	Original Articles	Amended Articles	Basis of Amendment	Basis of Amendment	Basis of Amendment
Article 8The connected persons within the		Article 10 The connected persons within	The abbreviation above			is
meaning of the Hong Kong Listing Rules		the meaning of the Hong Kong Listing	adjusted to this article.
include the following:		Rules include the following:
......		......
(V) a person deemed to be connected by		(V) a person deemed to be connected bythe
Hong Kong Stock Exchange.		Stock Exchange of Hong Kong Limited
		(hereinafter referred to as the “Hong
......		Kong Stock Exchange”).
		......
Article 9......		Article 11......	Improve the		accuracy	of
			expression.
Related relationship shall be	substantially	Related relationship shall be substantially
judged with reference to	the specific	judged with reference to the specific
method, approach and extent, etc. utilized		method, approach and extent, etc. utilized
by the related party to control or influence		by the related person to control or
the Company according to the	provisions of	influence the Company and shall not be
the SSE Listing Rules and the Hong Kong		limited to legal relationship.
Listing Rules.
Article 10 According to	the relevant	Article 12 According to the relevant	1. Amended		according	to
provisions of the CSRC, the	SSE and the	provisions of the CSRC, the SSE and the	Rule 6.3.2 of		the SSE Listing
Hong Kong Stock Exchange, the related		Hong Kong Stock Exchange, the related	Rules;
transactions of the Company mean the		transactions of the Company mean the
transactions that might lead to the transfer		transactions that might lead to the transfer	2. The	types of related party
of resources or obligations (including those		of resources or obligations between the	transactions not stipulated in
transactions within the meaning of Chapter		Company, its controlled subsidiaries or	the SSE Listing Rules and			the
14A of the Hong Kong Listing Rules)		those subsidiaries of the Company and	Hong	Kong	Listing Rules
between the Company or its controlled		other controlled entities as defined in the	have	been	deleted,	and
subsidiaries or those subsidiaries of the		Hong Kong Listing Rules and the related	related	party	transactions of
Company as defined in the	Hong Kong	person(s) of the Company, and the	the same type have been
Listing Rules and the related person(s) of		specified categories of transactions (within	consolidated.
the Company, and the specified categories		the meaning of Chapter 14A of the Hong
of transactions (within the	meaning of	Kong Listing Rules) with third parties that
Chapter 14A of the Hong Kong Listing		may confer benefits on the related persons
Rules) with third parties that may confer		through their interests in the entities
benefits on the related persons through		involved in the transactions, including but
their interests in the entities involved in the		not limited to:
transactions, including but not limited to:
		(I) purchase or sale of assets (including
(I) purchase or sale of assets (including		deemed disposal of assets);
deemed disposal of assets);
		(II) external investments (including
(II) external investments	(including	entrusted wealth management, investment
entrusted wealth management, entrusted		in subsidiaries, etc.);
loans, etc.);

– IV-5 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR RELATED-PARTY TRANSACTIONS

APPENDIX IV

	Original Articles	Amended Articles	Basis of Amendment
	(III) grant, acceptance, exercise, transfer or	(III) grant, acceptance, exercise, transfer or
	termination of an option to acquire or	termination of an option to acquire or
	dispose of assets or to subscribe for	dispose of assets or to subscribe for
	securities; or determination of not	securities; or determination of not
	exercising an option to acquire or dispose	exercising an option to acquire or dispose
	of assets or to subscribe for securities;	of assets or to subscribe for securities;
	(IV) grant of an indemnity or provision or	(IV) grant of an indemnity or provision or
	acceptance of financial assistance	acceptance of financial assistance
	(including in cash or benefits in kind, the	(including in cash or benefits in kind, the
	financial assistance includes grant of	financial assistance includes grant of
	credit, money lending, or provision of an	credit, interest-bearing or interest-free
	indemnity against obligations under a	loans, entrusted loans, or provision of an
	loan);	indemnity against obligations under a
		loan);
	(V) guarantees and security;
		(V) provision of guarantees and security;
	(VI) Leasing-in or leasing-out of assets,
	and entering into or termination of finance	(VI) Leasing-in or leasing-out of assets,
	lease or operating lease agreements or sub-	and entering into or termination of finance
	lease agreements;	lease or operating lease agreements or sub-
		lease agreements;
	(VII) entrusting or being entrusted with
	assets and business managements;	(VII) entrusting or being entrusted with
		assets and business managements;
	(VIII) entering into of an agreement or
	arrangement to set up a joint venture in any	(VIII) donation or accepting of donation of
	form (e.g. a partnership or a company), or	assets;
	any other form of joint arrangement;
		(IX) reorganization of creditor’s rights and
	(IX) donation or accepting of donation of	debts;
	assets;
		(X) entering into of license agreements;
	(X) reorganization of creditor’s rights and
	debts;	(XI) transfer or acceptance of research and
		development projects;
	(XI) entering into of license agreements;
		(XII) waiver of rights (including waiver
	(XII) transfer or acceptance of research and	of pre-emptive rights, pre-emptive
	development projects;	subscription rights, etc.);
	(XIII) purchase or provision of raw	(XIII) purchase or provision of raw
	materials, semi-products, finished	materials, semi-products, finished
	products, fuel and power; sales of products	products, fuel and power; sales of products
	and goods;	and goods;
	(XIV) provision, acceptance or share of	(XIV) provision, acceptance or share of
	labor services;	labor services;
	(XV) entrusting or being entrusted with	(XV) entrusting or being entrusted with
	purchase and sales;	purchase and sales;

– IV-6 –

APPENDIX IV EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR RELATED-PARTY TRANSACTIONS

Original Articles		Amended Articles	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
(XVI) placements with or loans from the		(XVI) deposit and loan business;
finance company of the related person;
		(XVII) co-investment with the related
(XVII) co-investment with the related		persons;
persons;
		(XVIII) issuance of new securities of the
(XVIII) issuance of new securities of the		Company or its subsidiaries;
Company or its subsidiaries;
		(XIX) other matters that may cause the
(XIX) securities trading agency;		transfer of resources or obligations through
		agreement;
(XX) settlement of debts on behalf of the
Company or by the Company on behalf of		(XX) other transactions or matters that are
the other party;		defined according to the relevant
		provisions of the SSE Listing Rules and
(XXI) remuneration of key management		within the meaning of Chapter 14A of the
staff;		Hong Kong Listing Rules.
(XXII) other matters that may cause the
transfer of resources or obligations through
agreement;
(XXIII) other transactions or matters that
are defined according to the relevant
provisions of the SSE Listing Rules and
within the meaning of Chapter	14A of the
Hong Kong Listing Rules.
—		Article 13 Except for providing margin	This	article		is	added	in
		financing and securities lending to	accordance with Article 123
		clients in accordance with regulations,	of the	Securities Law of				the
		the Company shall not provide financing	People’s Republic				of China.
		or guarantee for shareholders or their
		related persons.
Article 12 The Company	shall take	Article 15 The Company shall take	Amended			according		to
effective preventive measures	to prevent	effective measures to prevent related	Article 76		of the		Code	of
related parties from interfering with the		parties from interfering with the	Corporate		Governance			of
Company’s normal operation	by way of	Company’s operation by way of	Listed	Companies.
monopolizing business channels, malicious		monopolizing purchase or sales channels,
control of transactions, etc. and thereby		etc. and thereby damaging the interests of
damaging the legitimate rights and interests		the Company. Related transactions shall
of the Company and	non-related	be of commercial substance, and the
shareholders. The Company	shall fully	prices shall be fair. In principle, they
disclose the pricing basis and decision-		shall not deviate from the prices or
making procedures on the related		charging standards of independent third
transactions for openness and transparency.		parties in the market and other
		transaction conditions. The Company
		shall fully disclose the pricing basis and
		decision-making procedures on the related
		transactions for openness and transparency.

– IV-7 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR RELATED-PARTY TRANSACTIONS

APPENDIX IV

Original Articles	Amended Articles	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
Article 14 The Company shall take	Article 17 The Company shall take	Amended		according		to
effective measures to prevent shareholders	effective measures to prevent controlling	Article 5 of the Guidelines
and their related parties from occupying or	shareholders andotherrelated parties from	for the Supervision of			Listed
transferring the Company’s funds, assets	occupying or transferring the Company’s	Companies		No.	8	–
and other resources in various manners,	funds, assets and other resources in various	Regulatory		Requirements		for
including but not limited to:	manners, including but not limited to:	Fund	Transactions			and
		External		Guarantees		of
1. paying salaries, benefits, insurance and	(I) paying salaries, benefits, insurance and	Listed Companies (《上市公
advertisement in advance during the period	advertisement in advance for controlling	司監管指引第8號——上市公
by the Company and its controlling	shareholders and otherrelated parties and	司資金往來、對外擔保的監
subsidiaries for related parties or	undertaking any cost and other outgoings;	管要求》).
undertaking any cost and outgoings for
each other;	(II) lending the Company’s funds
	(including entrusted loans) with or
2. lending the Company’s funds with or	without consideration for use by
without consideration for use by	controlling shareholders and other related
controlling shareholders and other related	parties;
parties;
	(III) entrusting controlling shareholders
3. providing entrusted loans to related	and other related parties to carry out
parties through banks or non-banking	investments;
financial institutions;
	(IV) issuing commercial acceptance notes
4. entrusting related parties to carry out	without real transactions background for
investments;	controlling shareholders and other
	related parties,and providing funds in the
5. issuing commercial acceptance notes	form of purchase payment, payment for
without real transactions background for	asset transfer, prepayment, etc. in the
related parties;	absence of consideration for goods and
	services or when it is obviously contrary
6. repaying debts for related parties;	to business logic;
7. other means as identified by the CSRC,	(V) repaying debts for controlling
the SSE or the Hong Kong Stock Exchange.	shareholders and other related parties;
	(VI) other means as identified by the
	CSRC, the SSE or the Hong Kong Stock
	Exchange.

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EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR RELATED-PARTY TRANSACTIONS

APPENDIX IV

Original Articles			Amended Articles	Amended Articles	Amended Articles	Amended Articles					Basis of	Amendment
Article 15 As permitted by the laws and	—									The exemptions are adjusted
regulations, the following matters are										to	“Chapter	V Consideration
exempted of being voted on and disclosed										Procedures and Disclosure of
as a related transaction:										the Related		Transactions”.
(I) one party subscribes for the shares,
corporate bonds or enterprise bonds,
convertible corporate bonds or other
derivative products publicly issued by
the other party in cash;
(II) one party, as a member of the
underwriters, underwrites the shares,
corporate bonds or enterprise bonds,
convertible corporate bonds or other
derivative products publicly issued by
the other party;
(III) one party receives dividends,
bonuses or remuneration in accordance
with the resolution of the general
meeting of the other party;
(IV) other situations as identified by the
CSRC, the SSE or the Hong Kong Stock
Exchange.
Article 16 The Board office is responsible	Article 18		The Board office is				responsible			1.	The	Implementation
for establishing and managing related	for	establishing		and	managing			related		Guidelines for Related Party
party’s database to ascertain and timely	party’s database			to ascertain			and	timely		Transactions of SSE Listed
update the list of initial related parties. The	update the		list of	initial	related		parties. The			Companies on which relevant
Audit Committee of the Board is	persons-in-charge of various						departments			statements		are based were
responsible for ultimately confirming the	and	holding		subsidiaries			(hereinafter			abolished;
list of the Company’s related parties and	referred to		as the “units”)			are	the primary
reporting to the Board and the Supervisory	responsible persons for the					management of				2.	Improve	the accuracy of
Committee in writing. The persons-in-	related transactions of				the corresponding					expression.
charge of various departments and	unit,	the	units	shall	designate			another
subsidiaries (hereinafter referred to as the	contact person			to undertake			the	timely
“units”) are the primary responsible	reporting		and	statistics		of	matters		in
persons, however, the units may designate	connection		with	related	parties		and	related
another contact person to undertake the	transactions of his/her own unit.
timely reporting and statistics of matters in
connection with related parties and related
transactions of his/her own unit.

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APPENDIX IV

Original Articles		Amended Articles	Amended Articles	Amended Articles	Amended Articles	Amended Articles			Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
Article 17 Directors, supervisors and	Article 19		Directors,		supervisors		and	1.	Amended		according					to
senior management members, shareholders	senior management members, shareholders							Rule 6.3.5 of the				SSE Listing
with more than 5% shareholding of the	with more	than 5% shareholding of the						Rules;
Company and parties acting in concert with	Company and		parties acting in concert				with
them as well as de facto controller shall	them as well		as de facto			controller	shall	2.	Integrate		the		original
inform their related relationship with the	timely submit the list			of	the Company’s			Article 21 into			this		article;
Company to the Company in a timely	related parties and the			description of the
manner, which shall be filed by the	related relationship to the					Board, and the		3.	This article is				added			in
Company with the SSE.	Company		shall duly			carry	out	accordance with				Article 6				of
	registration management.							the		Guidelines			of		the
								Shanghai Stock Exchange							for
	The aforesaid natural					persons,	legal	Self-regulation				of		Listed
	persons or		other organizations				with	Companies			No.			5		–
	reporting obligations			shall ensure			that	Transactions			and		Related
	the contents		of their	reports are			true,	Party Transactions.
	accurate and complete.
	The Board		office shall			timely fill in,
	report and		update	the list of			the
	Company’s	related parties and related
	relationship		information			through	the
	business management system of the stock
	exchange.
Article 18 Directors, supervisors and	—							The reporting			requirements
senior management members of the								for	related party			information
Company shall report their related								are	stipulated in Article 19							of
relationship to the Audit Committee of								the	amended system.
the Board and the Board office within
ten working days after they begin to hold
their posts (and in case of natural person
shareholders, they shall do the same
within ten working days after they
become the substantial natural person
shareholders of the Company). In case of
any changes to the reported matters,
such changes shall be reported within
three working days after the changes
occur.
The substantial natural person
shareholders referred to in this article
represent those natural person
shareholders who hold or control more
than 5% of the shares or voting rights of
the Company.
For the disclosure of interests under the
Hong Kong Securities and Futures
Ordinance, refer to the relevant
disclosure procedures and requirements.

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APPENDIX IV

Original Articles			Amended	Amended	Articles			Basis of	Basis of	Amendment	Amendment
Article 19 Legal persons or other entities	—							Same as above.
shall report their related relationship to
the Audit Committee of the Board and
the Board office within ten working days
from the date they become the
substantial non-natural person
shareholders of the Company. In case of
any changes to the reported matters,
such changes shall be reported within
three working days after the changes
occur.
The substantial non-natural person
shareholders referred to in this article
represent those non-natural person
shareholders who can directly, indirectly
or jointly hold or control more than 5%
of the class shares or voting rights of the
Company.
Article 20The primary responsible persons	Article 20The primary responsible persons							Improve	the		accuracy	of
or designated contact persons of various	or designated contact				persons	of various		expression		in	accordance
subsidiaries shall report the status of their	holding		subsidiaries		(except	for	non-	with Rules			14A.07	and
directors, chief executives (including but	major subsidiaries) shall report the list of							14A.09 of the			Hong Kong
not limited to general manager, president or	their	directors, chief executives				(including		Listing Rules.
chief executive officer), supervisors and	but	not	limited	to	general	manager,
substantial shareholders to the Board	president		or chief		executive officer),
office. In case of any changes to the	supervisors, substantial shareholders						and
reported matters, such changes shall be	their associates and the description of the
reported within three working days after	related relationshipto the Board office. In
the changes occur.	case of any changes to				the reported matters,
	such	changes shall be reported within					three
	working days after			the changes occur.
Article 21 Natural persons, legal persons	—							Incorporated		into Article		19
or other organizations that undertake								of the amended			system.
the reporting obligations mentioned
above shall assure the Company in
writing that their reports are true,
accurate and complete.

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APPENDIX IV

Original Articles			Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
Article 22 A related natural person	—	The			Implementation
(including its associates if required by		Guidelines		for Related			Party
applicable Hong Kong Listing Rules)		Transactions			of SSE Listed
shall report the information below:		Companies			on	which	this
		article	is		based		were
(I) name and identity card number;		abolished.
(II) description of the related
relationship with the Company;
(III) contact methods, etc.
Article 23 A related legal person or	—	Same as	above.
organization (including its associates if
required by applicable Hong Kong
Listing Rules) shall report the
information below:
(I) name and organization code of the
legal person/organization;
(II) description of the related
relationship with the Company;
(III) contact methods, etc.
Article 24 The Company shall disclose	—	Same as	above.
the related relationship between the
related persons and the Company in
hierarchy and state:
(I) full name and organization code (if
any) of the controllers or holders of
shares;
(II) full name and organization code (if
any) of the controlled parties or the
invested parties;
(III) the percentage of the total share
capital of the controlled parties or
invested parties held by the controllers
or investors, etc.
Article 27 If a transaction is entered into	—	Amended according to					Rule
due to a failure to identify a related party		6.3.11 of		the		SSE Listing
in advance for special causes, such		Rules	and			adjusted		to
transaction shall be suspended		“Chapter		V	Consideration
immediately upon being aware of such		Procedures		and		Disclosure		of
counterparty is a related party of the		the Related Transactions”.
Company and application shall be
promptly filed for approval and
submitted to the SSE for record.

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EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR RELATED-PARTY TRANSACTIONS

APPENDIX IV

Original Articles	Amended Articles	Amended Articles	Amended Articles	Amended Articles				Basis of Amendment	Basis of Amendment
Article 28 In the course of transaction, if	—						Improve the		accuracy	of
the counterparty becomes a related							expression of this article and
person of the Company due to change in							is	adjusted to	“Chapter	V
actual conditions, such transaction may							Consideration		Procedures
continue on condition that there are no							and Disclosure of the Related
changes in its transaction terms, but the							Transactions”.
relevant status shall be reported to the
Board office for record in time and the
Company shall observe the annual
review and disclosure requirements as
soon as it is aware of such event
according to the Hong Kong Listing
Rules including publication of an
announcement and annual reporting. In
case of a change in transaction matters
or terms or a renewal in the agreement,
the corresponding procedures shall be
performed in accordance with Article 17
of this system.
Article 30 When transactions with related	Article 24 When transactions with related						1.	Amended according		to
parties are considered at the general	parties are	considered		at the		general	Rule 6.3.9 of the SSE Listing
meeting of the Company, related	meeting of		the Company,			related	Rules;
shareholders shall abstain from voting, and	shareholders	shallabstain		from voting, and
the number of voting shares held by them	the number of		voting shares held			by them	2.	Improve the accuracy		of
shall not be counted into the total number	shall not be	counted into the total				number	expression.
of valid votes. Any resolution of a general	of valid votes.		Any resolution of		a general
meeting for transactions with related	meeting for		transactions with			related
parties shall be passed by more than half of	parties shall	be	passed by more than half of
the voting rights held by the non-related	the voting rights held by			the non-related
shareholders (including proxies of	shareholders		(including	proxies of
shareholders) present at the general	shareholders)		present at the			general
meeting.	meeting.
A Shareholder shall abstain from voting	A Shareholder		shall abstain from voting
when it:	when it:
(I) is a counterparty of the transaction;	(I) is a counterparty of the transaction;
(II) is a direct or indirect controller of a	(II) is a direct		or indirect controller of a
counterparty of the transaction;	counterparty	of the transaction;
(III) is being directly or indirectly	(III) is being directly			or	indirectly
controlled by a counterparty of the	controlled	by	a counterparty			of the
transaction;	transaction;
(IV) is directly or indirectly under the	(IV) is directly or indirectly under the
control of the same legal person or other	control of the		same legal	person		or other
organization or natural person with a	organization	or natural		person		with a
counterparty;	counterparty;

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EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR RELATED-PARTY TRANSACTIONS

APPENDIX IV

Original Articles	Amended Articles		Basis of Amendment	Basis of Amendment
(V) is restricted and affected as to its voting	(V) serves in a counterparty of the
power by virtue of any outstanding equity	transaction, or in the legal person or
transfer agreement or any other agreement	other organization that can directly or
with a counterparty of the transaction or its	indirectly control the counterparty, or in
related parties;	the legal person or other organization
	that is directly or indirectly controlled by
(VI) is a shareholder that is likely to gain	the counterparty;
more benefits from the Company as
determined by the CSRC or the SSE.	(VI) is a close family member of a
	counterparty of the transaction or its
	direct or indirect controller (see item
	(IV) of Article 7 of this system for the
	specific scope);
	(VII) is restricted and affected as to its
	voting power by virtue of any outstanding
	equity transfer agreement or any other
	agreement with a counterparty of the
	transaction or its related parties;
	(VIII) is a shareholder that is likely to gain
	more benefits from the Company as
	determined by the CSRC, the SSE or the
	Hong Kong Stock Exchange.
Article 31The Company shall comply with	Article 25 Except for providing	1.	Amended according		to
the following provisions when considering	guarantee to the related parties, the	Rules 6.3.6,		6.3.7 and 6.1.6
transactions with related parties under the	Company shall comply with the following	of the SSE Listing Rules;
SSE Listing Rules:	provisions when considering transactions
	with related parties under the SSE Listing	2.	Amended according		to
(I) Related party transactions between the	Rules:	Article 3.5.13 of the Self-
Company and its related natural persons in		regulatory		Guidelines	for
the amount of more than RMB300,000 shall	(I) Related party transactions between the	Listed Companies No. 1 –
be subject to approval of the Board,	Company and its related natural persons in	Standardized		Operation
disclosure in this regard shall be made	the amount of more than RMB300,000	issued by the Shanghai Stock
timely. The Company shall not, directly or	(including the debts and expenses	Exchange;
indirectly, provide borrowings to its	assumed) shall be subject to approval of
directors, supervisors, and senior	the Board, and disclosure in this regard	3.	The provisions on related
management.	shall be made timely.	party guarantee are adjusted
		to	Article 31	of the amended
(II) Related party transactions between the	(II) Related party transactions between the	system.
Company and its related legal person in the	Company and its related legal person (or
amount of more than RMB3,000,000 and	other organizations) in the amount of
representing more than 0.5% of the	more than RMB3,000,000 (including the
absolute value of the Company’s audited	debts and expenses assumed) and
net assets for the latest period shall be	representing more than 0.5% of the
confirmed by independent directors and	absolute value of the Company’s audited
then submitted to the Board for discussion.	net assets for the latest period shall be
Upon approval, disclosure shall be made in	confirmed by independent directors and
time.	then submitted to the Board for discussion.
	Upon approval, disclosure shall be made in
	time.

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EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR RELATED-PARTY TRANSACTIONS

APPENDIX IV

Original Articles Amended Articles Basis of Amendment (III) For related party transactions (save for (III) For related party transactions between provision of guarantee, acceptance of the Company and related persons in the donated cash assets, and indebtedness for amount of more than RMB30 million the mere reduction of or exemption from (including the debts and expenses the Company’s obligation) between the assumed) and representing more than 5% Company and related persons in the amount of the absolute value of the Company’s of more than RMB30 million and audited net assets for the latest period, the representing more than 5% of the absolute independent directors shall give their prior value of the Company’s audited net assets approval opinions on the transaction, and for the latest period, they shall be disclose it in a timely manner after confirmed by independent directors and submitting it to the Board for then submitted to the Board for discussion. consideration, and shall submit the The Company shall, in addition to making transaction to the general meeting for disclosure in a timely manner, engage a consideration and approval. Before securities service institution qualified for making a judgment, the independent securities and futures related businesses to directors may engage an intermediary to assess or audit the subject matter of the issue a special report. transaction, and submit the transaction to the Board and the general meeting for For related party transactions of the consideration. For related party Company that need to be approved by transactions relevant to daily operations as the general meeting, if the subject matter provided in this system, the audit or of the transaction is equity, the financial evaluation of its subject matter may be and accounting reports on the omitted. underlying assets of the latest year and period audited by an accounting firm (IV) Any provision of guarantee by the shall be disclosed. The audit opinion Company to its related persons, issued by the accounting firm shall be a regardless of its value, is subject to standard unqualified opinion, and the consideration by general meeting after audit deadline shall not exceed 6 months being considered and passed by the from the date of the general meeting for Board. The Company shall not provide considering the relevant transaction. If any finance or guarantee to any the subject matter of the transaction is shareholder or any of his or her related assets other than equity, the evaluation persons. report on the underlying assets issued by an asset evaluation institution shall be disclosed. The benchmark date of the evaluation shall not be more than one year from the date of the general meeting for considering the relevant transaction. For ordinary related party transactions as provided in this system, its audit or evaluation may be omitted.

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EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR RELATED-PARTY TRANSACTIONS

APPENDIX IV

Original Articles	Amended Articles		Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
Article 32 The Company’s Supervisory	Article 26 The Company’s Supervisory	1.	Guidelines			for	Introducing
Committee may review agreements of	Committee may review agreements of	Independent Directors to								the
material related party transactions, inspect	material related party transactions, inspect	Board			of Directors			of Listed
the implementation of agreements of	the implementation of agreements of	Companies were					abolished;
material related party transactions and	material related party transactions and
report to the general meeting; when	report to the general meeting; when	2.	Amended			according				to
necessary, issue special opinions in respect	necessary, issue special opinions in respect	Article 171 of the Articles of
of the material related party transactions.	of the material related party transactions.	Association					(September
		2022).
According to the Guidelines for	The material related party transactions
Introducing Independent Directors to the	which are complied with the SSE Listing
Board of Directors of Listed Companies	Rules (representing related party
and other relevant provisions, the	transactions proposed to be entered into
material related party transactions	between the Company and related persons
(representing related party transactions	with the aggregate value of over RMB3
proposed to be entered into between the	million and more than 0.5% of the
Company and related persons with the	Company’s latest audited net assets) shall
aggregate value of over RMB3 million and	be confirmed by the independent directors
more than 0.5% of the Company’s latest	and then submitted to the Board for
audited net assets) that comply with the	discussion; before making a judgment, the
SSE Listing Rules, shall be confirmed by	independent directors may engage an
the independent directors and then	intermediary to issue an independent
submitted to the Board for discussion;	financial adviser’s report as the basis for
before making a judgment, the independent	their judgment; the Company’s independent
directors may engage an intermediary to	directors shall issue an independent opinion
issue an independent financial adviser’s	in respect of the material related party
report as the basis for their judgment; the	transactions, and when necessary, they are
Company’s independent directors shall	entitled to report to the delegated
issue an independent opinion in respect of	authorities of the CSRC inthe placewhere
the material related party transactions, and	the Company is domiciled.
when necessary, they are entitled to report
to the delegated authorities of the CSRC in
the place where the Company is registered
and where the principal office is located.
—	Article 27 The related party transactions	This			article	is		added		in
	between the Company and the finance	accordance with Section I of
	companies of enterprise groups with a	Chapter II of				the Guidelines
	related relationship shall comply with	of		the Shanghai					Stock
	the relevant provisions of the Guidelines	Exchange for				Self-regulation
	of the Shanghai Stock Exchange for Self-	of	Listed Companies						No.	5 –
	regulation of Listed Companies No. 5 –	Transactions				and			Related
	Transactions and Related Party	Party		Transactions.
	Transactions.

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APPENDIX IV

Original Articles	Amended Articles		Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
Article 33 For a joint venture set up by a	Article 28For a joint venture set up by the	1.	Amended		according					to
listed company and related persons, the	Company and related persons, the	Rule 6.3.7 of the				SSE Listing
listed company’s capital contribution and	Company’s capital contribution and total	Rules;
total capital commitment (whether in the	capital commitment (whether in the forms
forms of share capital, borrowings or	of share capital, borrowings or others),	2.	This article is					added		in
others), including the contractual	including the contractual commitment of	accordance with Article 17 of
commitment of any capital subscription,	any capital subscription, and any guarantee	the		Guidelines				of		the
and any guarantee or indemnity (if any)	or indemnity (if any) involved in its	Shanghai Stock Exchange								for
involved in its establishment, shall be taken	establishment, shall be taken in aggregation	Self-regulation				of			Listed
in aggregation as the transaction value, and	as the transaction value, and Article 25	Companies			No.				5	–
Article 31 shall apply.	shall apply.	Transactions			and			Related
		Party Transactions.
When the capital contribution amount of	When the capital contribution amount of
the listed company has reached the	the Company has reached the prescribed
prescribed standard in Article 31(III), and if	standard in Article 25(III), and if all
all contributing parties contribute the entire	contributing parties contribute the entire
capital amount in cash, and the	capital amount in cash, and the
shareholding ratio of the respective parties	shareholding ratio of the respective parties
in the company to be established is	in the company to be established is
determined according to the ratio of capital	determined according to the ratio of capital
contribution, an application may be made	contribution, the requirement of submission
to the SSE for a waiver from the applicable	to the shareholders’ general meeting for
requirement of submission to the	consideration and compliance with the
shareholders’ general meeting for	requirements of the Hong Kong Listing
consideration and compliance with the	Rules can be exemptedin accordance with
requirements of the Hong Kong Listing	the SSE Listing Rules.
Rules.
	When the Company and its related
	persons make a joint investment and
	increase or decrease capital to a jointly
	invested enterprise, the amount of the
	Company’s investment, capital increase
	or decrease shall be taken as the
	calculation standard, and the relevant
	provisions of the SSE Listing Rules shall
	apply.
—	Article 29 Where the relevant	This		article	is		added			in
	arrangements for transactions between	accordance with				Rule			6.3.14
	the Company and the related persons	of the		SSE Listing			Rules.
	involve conditional determined amount,
	such as consideration that may be paid
	or collected in the future, the maximum
	amount expected shall be the transaction
	amount, and the provisions of Article 25
	of this system shall apply.

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APPENDIX IV

Original Articles	Amended Articles	Amended Articles	Amended Articles	Amended Articles
Article 34 If a related party transaction	—						This article has been deleted
involves the “provision of financial							from the SSE Listing Rules.
assistance”, “provision of guarantee”
and “entrusted wealth management”,
etc., the amounts transacted shall be
taken as the calculation standard for
disclosure (if they are subject to the
requirements under the Hong Kong
Listing Rules, the amount shall be
calculated according to the contract
amount for provision of financial
assistance) and shall be calculated
accumulatively within 12 consecutive
months according to the type of
transaction. If the cumulative amounts
transacted reach the prescribed standard
in Article 31(I), 31(II) or 31(III), the
above articles shall respectively apply. If
the relevant obligations under Article
31(I), 31(II) or 31(III) have been
performed, these items shall not be
included in the scope of relevant
aggregation. If the relevant obligations
under Article 31 have been performed,
the relevant items shall not be included
in the scope of relevant aggregation.
Article 35 If the Company enters into	Article 30 If the Company			enters	into	the	Amended according to Rules
related party transactions other than those	following related party transactions					in	6.3.15 and 6.1.16 of the SSE
stated in the previous article, the relevant	twelve consecutive			months,		the	Listing Rules.
transactions shall be subject to various	transactions shall	be based		on the principle
provisions of Article 31, respectively,	of aggregation,	and	be	subject to		the
according to the following standards and	various provisions		of	Article		25
the principle of accumulative calculation	respectively:
within 12 consecutive months:
	(I) transactions	with the same related
(I) transactions with the same related	person;
person;
	(II) transactions	with different			related
(II) transactions with different related	persons in respect		of relevant		subject
persons in respect of relevant type of	under the same type		of transaction.
transaction subject.
	The same related	person referred			to above
The same related person referred to above	includes other related persons under					the
includes any legal person or other entities	control of the sameentityor having control
under the direct or indirect control of the	of equity interests of		each	other.
same legal person or entity or natural
person, or having control of the equity	If the relevant obligations under Article 25
interests of each other or where the same	have been performed,		these items		shall	not
related natural person serves as a director	be included in	the	scope of		relevant
or senior management.	aggregation. The transactions disclosed
	by the Company	but	have not undergone
If the relevant obligations under Article 31	the consideration		procedures		of	the
have been performed, these items shall not	general meeting shall still be included in
be included in the scope of relevant	the corresponding scope			of aggregation
aggregation.	in order to determine the consideration
	procedures which should			be performed.

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APPENDIX IV

	Amended Articles	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
—	Article 31 Where the Company provides	This	article	is	added	in
	guarantee to related persons (other than	accordance with Rule 6.3.11
	shareholders and their related parties),	of the	SSE Listing Rules.
	in addition to the consideration and
	approval by more than half of all non-
	related directors, it is also subject to
	consideration and approval by more than
	two-thirds of the non-related directors
	present at the Board meeting, and shall
	be submitted to the general meeting for
	consideration.
	If the guaranteed party becomes a
	related person of the Company due to a
	transaction or related party transaction,
	the Company shall perform the
	corresponding consideration procedures
	and information disclosure obligations
	for the existing related guarantee while
	executing such transaction or related
	party transaction.
	If the related guarantee specified in the
	preceding paragraph fails to be approved
	at the Board meeting or the general
	meeting, the parties to the transaction
	shall take effective measures such as
	early termination of the guarantee.
—	Article 32 For entrusted wealth	This	article	is	added	in
	management between the Company and	accordance with Rule 6.3.16
	its related persons, if it is difficult to	of the	SSE Listing Rules.
	perform the consideration procedures
	and disclosure obligations for each
	investment transaction due to the
	frequency of transactions and time-
	limitation requirements, the investment
	scope, investment quota and period shall
	be reasonably estimated. With the quota
	as the basis of calculation, the provisions
	of Article 25 of this system shall apply.
	The duration of the relevant quota shall
	not exceed 12 months. The transaction
	amount at any time during the period
	(including the relevant amount for
	reinvestment of the aforementioned
	investment gains) shall not exceed the
	investment quota.

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APPENDIX IV

Original Articles	Amended Articles	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
—	Article 33 The Company shall not	This	article	is	added	in
	provide financial assistance to any	accordance with Rule 6.3.10
	related persons, except for financial	of the	SSE Listing Rules.
	assistance provided to an affiliated joint-
	stock company not controlled by the
	controlling shareholders and de facto
	controllers of the Company whose other
	shareholders will provide financial
	assistance on the same conditions in
	proportion to their capital contributions.
	Where the Company provides financial
	assistance to the affiliated joint-stock
	company specified in the preceding
	paragraph, in addition to the
	consideration and approval by more than
	half of all non-related directors, it is also
	subject to consideration and approval by
	more than two-thirds of the non-related
	directors present at the Board meeting,
	and shall be submitted to the general
	meeting for consideration.
Article 36 In conducting ordinary related	Article 34 In conducting ordinary related	Amended according to Rule
party transaction presented in this system	party transaction presented in this system	6.3.17	of the	SSE Listing
between the Company and a related person	between the Company and a related person,	Rules.
for the first time, disclosure shall be made	the consideration procedures shall be
and the corresponding consideration	performed and disclosure shall be made
procedures shall be performed according to	according to the following requirements:
the following requirements:
	(I) For ordinary related party transaction
(I) For ordinary related party transaction	agreement considered and approved by the
agreement considered and approved by the	Board meeting and/or the shareholders’
Board meeting and/or the shareholders’	general meeting and in the course of
general meeting and in the course of	execution, if no material changes have
execution, if no material changes have	occurred in the major terms during the
occurred in the major terms during the	course of performance, the Company shall
course of performance, the Company shall	disclose the practical performance status of
disclose the practical performance status of	the relevant agreement according to
the relevant agreement according to	requirements in the annual reports and
requirements in the regular reports, and	half-yearly reports, and explain whether
explain whether in compliance with the	in compliance with the requirements of the
requirements of the agreement. If material	agreement. If material changes have
changes have occurred in the major terms	occurred in the major terms or the renewal
or the renewal is required upon expiry of	is required upon expiry of the agreement
the agreement during the course of	during the course of performance of the
performance of the agreement, the	agreement, the Company shall submit the
Company shall submit the amended or	amended or renewed ordinary related party
renewed ordinary related party transaction	transaction agreement based on the total
agreement based on the total transaction	transaction amount (subject to the
amount (subject to the provisions of the	provisions of Article 25 of this system)
Article 31(I), 31(II), 31(III), respectively)	involved in the agreement to the Board
involved in the agreement to the Board	and/or shareholders’ general meeting for
and/or shareholders’ general meeting for	consideration; the agreement without a
consideration; the agreement without a	specific total transaction amount shall be
specific total transaction amount shall be	submitted to the shareholders’ general
submitted to the shareholders’ general	meeting for consideration.
meeting for consideration.

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EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR RELATED-PARTY TRANSACTIONS

APPENDIX IV

	Original Articles	Amended Articles	Basis of Amendment
	(II) For ordinary related party transaction	(II) For ordinary related party transaction
	that occurs for the first time, the Company	that occurs for the first time, the Company
	shall enter into an agreement in writing	shall perform consideration procedures
	with the related person and make timely	in accordance with the provisions of
	disclosure, it shall be submitted to the	Article 25 of this system to and make
	Board and/or shareholders’ general meeting	timely disclosure based on the total
	for consideration based on the total	transaction amount involved in the
	transaction amount (subject to the	agreement; if the agreement does not have
	provisions of the Article 31(I), 31(II),	a specific total transaction amount, it shall
	31(III), respectively) involved in the	be submitted to the shareholders’ general
	agreement; if the agreement does not have	meeting for consideration. If material
	a specific total transaction amount, it shall	changes have occurred in the major
	be submitted to the shareholders’ general	terms or the renewal is required upon
	meeting for consideration. The agreement	expiry of the agreement during the
	after being considered and disclosed shall	course of performance of the agreement,
	be dealt with based on the ordinary related	it shall be dealt with as prescribed in the
	party transaction it conducts as prescribed	preceding paragraph.
	in the preceding paragraph.
		(III)The Company may make reasonable
	(III) If the Company has many new	estimation of the amount of ordinary
	ordinary related party transactions each	related party transactions to be entered
	year, while it is necessary to enter into new	into in the year by category, perform
	agreements on the ordinary related party	consideration procedures and make
	transactions frequently, thereby making the	relevant disclosure. If the actual amount
	Company difficult to submit each	of such ordinary related party
	agreement to the Board or the general	transactions exceeds the estimated
	meeting for consideration in accordance	amount, the Company shall perform
	with the preceding provision, the Company	consideration procedures again with
	may make reasonable estimation of the	reference to the exceeding amount and
	total amount of such ordinary related party	make relevant disclosure.
	transactions to be entered into in the year
	by category prior to the disclosure of the	(IV) The Company shall make brief
	annual report for the preceding year, and	disclosure on the actual performance of
	submit the transactions to the Board or the	the ordinary related party transactions
	general meeting for consideration and make	by category in its annual reports and
	disclosure with reference to such estimated	half-yearly reports.
	amount (subject to the provisions of the
	Article 31(I), 31(II), 31(III), respectively);
	for ordinary related party transactions
	within the range of estimation, the
	Company shall make brief disclosure in its
	annual and interim reports by category. If
	the actual amount of such ordinary related
	party transactions exceeds the estimated
	total amount in the course of execution, the
	Company shall resubmit the transactions to
	the Board or the general meeting for
	consideration and make disclosure with
	reference to the exceeding amount (subject
	to the provisions of the Article 31(I), 31(II),
	31(III), respectively).

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EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR RELATED-PARTY TRANSACTIONS

APPENDIX IV

Original Articles		Amended Articles	Amended Articles	Amended Articles	Amended Articles	Amended Articles				Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
Article 37 The ordinary related party	—								This	article has			been deleted
transaction agreement shall contain at									from		the SSE	Listing			Rules.
least the principles and basis of pricing,
transaction price, total transaction
volume or clearly state the method used
in determining the total volume, payment
time and methods and other major
terms.
If the agreement does not provide for the
specific transaction price but only states
the market price for reference, the
Company, while performing disclosure
obligations according to the provisions of
the previous article, shall disclose the
actual transaction price and the market
price, and its determination methods,
with reasons for any difference between
the two prices.
Article 39 For a related party transaction	—								Same		as above.
between the Company and a related
person as a result of either the Company
or the related person participating in an
open tender or public auction or other
acts, the Company may apply to the SSE
for exemption from consideration and
disclosure procedures required for a
related party transaction.
—	Article	36	Where		the		Company		This		article	is		added			in
	purchases assets			from	or sells		assets to a		accordance with Section								IV
	related	person		which		meets		the	of	Chapter			II	of			the
	disclosure standards as required by the								Guidelines of				the	Shanghai
	SSE Listing Rules, and the subject							of the	Stock		Exchange			for		Self-
	related	party		transaction			is	equity	regulation			of			Listed
	interest	in the	Company, the				Company		Companies			No.			5		–
	shall disclose the			basic	information of the				Transactions			and		Related
	subject	company and			the key financial				Party		Transactions.
	indicators of the			latest year		and period.
	If the subject		company has				undergone
	asset valuation, capital increase, capital
	reduction or restructuring within the last
	12 months, the		basic information					of the
	relevant	valuation,			capital		increase,
	capital reduction or restructuring shall
	be disclosed.

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EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR RELATED-PARTY TRANSACTIONS

APPENDIX IV

	Amended Articles
	If the Company purchases assets from a
	related person, it shall be subject to
	consideration at the general meeting in
	accordance with relevant requirements,
	and if the transaction price exceeds
	100% of the book value of the
	transaction subject, and the
	counterparty does not provide a profit
	guarantee, compensation commitment or
	buy-back commitment for the
	transaction subject within a certain
	period, the Company shall provide
	specific reasons and explain whether
	relevant safety measures have been taken
	and whether they are conducive to
	protecting the interests of the Company
	and the legitimate rights and interests of
	minority shareholders.
	Where the purchase or sale of assets by
	the Company may result in non-
	operational capital appropriation by the
	controlling shareholders, the de facto
	controllers and other related persons of
	the Company after the completion of the
	transaction, the Company shall specify a
	reasonable solution in the announcement
	and resolve the matter before
	implementation and completion of
	relevant transaction.
—	Article 37 To the extent permitted by	Amended according to Rule
	laws and regulations, the following	6.3.18 of the SSE Listing
	matters are exempted from the	Rules.
	consideration and disclosure
	requirements for related party
	transactions:
	(I) transactions in which the Company
	unilaterally obtains benefits without any
	consideration or obligation, including
	receiving cash assets as gifts, obtaining
	debt relief, accepting guarantees and
	financial assistance without
	consideration;
	(II) provision of funds by a related
	person to the Company at an interest
	rate not exceeding the loan prime rate
	without the Company providing
	guarantee;

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EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR RELATED-PARTY TRANSACTIONS

APPENDIX IV

		Original Articles	Original Articles	Original Articles	Original Articles		Amended Articles
							(III) transaction in which either party
							subscribes for the publicly issued shares,
							corporate bonds or enterprise bonds,
							convertible corporate bonds or other
							types of derivatives of another party in
							cash;
							(IV) transaction in which either party, as
							a member of the underwriters,
							underwrites the publicly issued shares,
							corporate bonds or enterprise bonds,
							convertible corporate bonds or other
							types of derivatives of another party;
							(V) transaction in which either party
							receives dividend, bonus or rewards in
							accordance with the resolutions passed at
							the general meeting of another party;
							(VI) a party’s participation in public
							tenders, public auctions, etc. of another
							party, except where it is difficult to form
							a fair price in tenders, auctions, etc.;
							(VII) transaction in which the Company
							provides products and services to related
							natural persons as required in items (II)
							to (IV) of Article 7 of this system on the
							same trading conditions as non-related
							persons;
							(VIII) related party transaction in which
							the price is fixed by the State;
							(IX) other circumstances as identified by
							the CSRC, the SSE or the Hong Kong
							Stock Exchange.
Article	40	For the	disclosure			and	Article 38 For the relevant obligations,	Amended according to Rule
consideration procedures					involved	in	disclosure and consideration standards	6.3.20 of the SSE Listing
transactions		between the	Company and its				involved in transactions between the	Rules.
related	persons that are not			provided for in			Company and its related persons that are
this chapter,		the provisions			of Chapter	IX	not provided for in this chapter, the
of the SSE Listing Rules			shall apply.				provisions of Section I of Chapter VI of
							the SSE Listing Rules shall apply.

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EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR RELATED-PARTY TRANSACTIONS

APPENDIX IV

		Original Articles	Original Articles	Original Articles			Amended Articles		Basis of Amendment	Basis of Amendment
Article	41		Connected		transactions		Article 39 Connected transactions	Improve	the	accuracy	of
conducted	with the connected				persons as		conducted with the connected persons as	expression	in accordance
defined under Chapter 14A of						the Hong	defined under Chapter 14A of the Hong	with Rule 14A.74 of the
Kong Listing			Rules shall be dealt with in				Kong Listing Rules shall be dealt with in	Hong Kong Listing Rules.
accordance		with the following				different	accordance with the following different
categories:							categories:
(I) Partially exempted one-off						connected	(I) Partially exempted one-off connected
transactions		as defined under Chapter 14A					transactions as defined under Chapter 14A
of the Hong		Kong Listing Rules are subject					of the Hong Kong Listing Rules are subject
to announcement requirement as prescribed							to announcement requirement as prescribed
in Clause	(II)(1)(A) of this				Article and		in Clause (II)(1)(A) of this Article and
reporting	requirement as			prescribed in			reporting requirement as prescribed in
Clause (II)(1)(D) of this Article; partially							Clause (II)(1)(D) of this Article; partially
exempted			continuing			connected	exempted continuing connected
transactions		are subject to the requirements					transactions are subject to the requirements
as prescribed			in Clause (II)(2)(A) of this				as prescribed in Clause (II)(2)(A)(B)of this
Article and			reporting requirement as				Article and annual review requirement as
prescribed	in Clause (II)(2)(D) of this						prescribed in Clause (II)(2)(D) of this
Article.							Article.
(II) Non-exempted connected					transactions		(II) Non-exempted connected transactions
are subject	to		reporting, announcement and				are subject to reporting, announcement and
independent			shareholders’			approval	independent shareholders’ approval
requirements.							requirements.
......							......
(D) In compliance with				the		relevant	(D) In compliance with the relevant
requirements			for annual		review of		requirements for annual review of
continuing		related transactions				listed in	continuing related transactions listed in
Article 42.							Article 40.
......							......
—							Article 43 In the course of the	Improve	the	accuracy	of
							transaction, if the counterparty becomes	expression	of Article		28
							a connected person of the Company as	before the	amendment of this
							defined under the Hong Kong Listing	system in	accordance with
							Rules due to changes in actual	Rule 14A.60		of the Hong
							conditions, such transaction can continue	Kong Listing		Rules and	is
							if there are no changes in its transaction	adjusted to this chapter from
							terms, but the relevant status shall be	“Chapter IV Management			of
							reported to the Board office for record in	Related Party Transactions”.
							time. The Company shall observe the
							annual review and disclosure
							requirements as soon as it is aware of
							such event according to the Hong Kong
							Listing Rules, including publication of
							an announcement and annual reporting.
							In case of a change in transaction
							matters or terms or an update in the
							agreement, the corresponding
							procedures shall be performed in
							accordance with this system and Chapter
							14A of the Hong Kong Listing Rules.

– IV-25 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR RELATED-PARTY TRANSACTIONS

APPENDIX IV

Original Articles			Basis of	Amendment	Amendment	Amendment	Amendment
Article 46 The Company and/or each	—	The		Implementation
entity shall enter into a written		Guidelines for			Related Party
agreement with the counterparty in		Transactions		of		SSE Listed
relation to a related party transaction to		Companies		on		which		this
the extent authorized in accordance with		article	is		based		were
the approval conditions. A related party		abolished.
transaction agreement shall have
principal terms, including names of
entities under the transaction,
transaction price and settlement
methods, pricing principles and basis,
total transaction volume or specific
determination method, time and methods
of payment, conditions and time for
effectiveness of the agreement and period
for performance. Any individual may
only represent one of the parties to enter
into the agreement. The obligation of
timely disclosure of information shall be
performed after signing the related party
transaction agreement according to this
system and the disclosure requirements
of the regulatory authorities of the place
where the Company’s shares are listed.
Any agreement without stating the total
transaction amount shall be submitted to
the shareholders’ general meeting for
consideration and disclosed in a timely
manner.
Article 48 When the Company conducts	—	The relevant		requirements for
related party transactions related to		the management				of ordinary
ordinary operation with any related		related	party			transactions
persons, such as purchasing raw		have	been		stipulated			in
materials, fuel, power, selling products		Articles 34		and		35 of		the
and goods, providing or accepting labor		amended system.
services, authorizing or accepting
authorization to sell, such transactions
shall be subject to corresponding
decision-making procedures and
disclosure obligations on a case-by-case
basis.
If the term of the ordinary related party
transaction agreement entered into with
the related party as defined by domestic
securities regulatory authorities exceeds
three years, the agreement shall be
subject again to the relevant
consideration procedures and
information disclosure obligations every
three years based on the total transaction
amount under the agreement.

– IV-26 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR RELATED-PARTY TRANSACTIONS

APPENDIX IV

		Original Articles	Original Articles	Original Articles	Original Articles	Original Articles	Original Articles				Amended Articles	Amended Articles	Amended Articles	Amended Articles	Amended Articles				Basis of Amendment
—										Article 47 The audit department shall, in									1. This article is added in
										accordance		with		the		regulatory			accordance with the Notice
										requirements,		audit the			related party				on Matters Concerning
										transactions that			meet the			standards			Further Strengthening the
										specified in	Article 25(3) one by one, and								Supervision of Related Party
										shall ensure that the information in the									Transactions of Securities
										audit report		is	true, accurate				and		Companies (《關於進一步加
										complete.	The audit			report		shall		be	強證券公司關聯交易監管有
										submitted		to	the		Board			for	關事項的通知》) of the
										consideration.									Jiangsu Securities Regulatory
																			Bureau;
										Unless otherwise required by laws							and
										regulations, the audit				department shall					2. This article is added in
										inspect the implementation						of related			accordance with Article 5.12
										party transactions at least					once every			six	of the Self-regulatory
										months, issue inspection					reports		and		Guidelines for Listed
										submit them to the Audit					Committee of				Companies No. 1 –
										the Board.									Standardized Operation
																			issued by the Shanghai Stock
																			Exchange.
Chapter		6	Special		Provisions				on	—									The Implementation
Purchasing Related Persons’ Assets									at a										Guidelines for Related Party
Premium																			Transactions of SSE Listed
																			Companies on which this
																			chapter is based were
																			abolished, therefore all
																			articles in this chapter were
																			deleted.
Article 51	In case of a substantial related									—									Same as above.
party transaction in which the Company
is to purchase related persons’ assets									at a
price that		exceeds 100%				of their		book
value, the		Company shall,					apart	from
disclosing	the reasons for					such premium,
provide	internet			voting			or	other
convenient			means	of			voting		for
shareholders			to attend general meeting,
and comply			with	the		provisions			of
Articles 52		to 55.

– IV-27 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR RELATED-PARTY TRANSACTIONS

APPENDIX IV

Original Articles		Basis of Amendment
Article 52 The Company shall provide	—	Same as above.
profit forecast report for the assets it
proposes to purchase. Such report shall
be reviewed by such accounting firm that
is qualified for conducting securities and
futures related businesses.
If the Company fails to provide the profit
forecast report, it shall explain the
reasons and make risk warning in the
announcement for the related party
transaction, and make detailed analyses
on the impact of that related party
transaction on the Company’s ability to
operate as a going concern and its future
development as well.
Article 53 In case of a related party	—	Same as above.
transaction in which the Company
appraises the assets to be purchased by
those valuation methods which are based
on future earnings forecast (such as
discounted cash flow method or
hypothetical development method) and
adopts the same as its pricing basis, the
Company shall disclose the difference
between the actual and estimated profits
of the assets involved in its annual
reports for three consecutive years after
completion of such related party
transaction, and have an accounting firm
issue specific audit opinions for such
case.
The Company shall enter into an explicit
and practicable compensation agreement
with related persons in the case that the
actual profit of the assets involved falls
short of the estimated profit.

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EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR RELATED-PARTY TRANSACTIONS

APPENDIX IV

Original Articles		Basis of Amendment
Article 54 In case of a related party	—	Same as above.
transaction in which the Company
appraises the assets to be purchased by
discounted cash flow method or
hypothetical development method and
adopts the same as its pricing basis, the
Company shall disclose the relevant data
of appraisals using more than two
appraisal methods, including the
methods aforesaid. The independent
directors shall comment on the
independence of the appraisal
institutions, reasonableness of the
assumptions used in the appraisal and
fairness of the appraised price, etc.
Article 55 The Company’s Audit	—	Same as above.
Committee shall advise on the related
party transactions aforesaid as to the
followings:
(I) the grounds and factors considered
for the opinions given;
(II) whether the transaction is priced on
a fair and reasonable basis and is in the
interests of the Company and its
shareholders as a whole;
(III) proposals made to non-related
directors and non-related shareholders
for or against the related party
transaction.
Before making a judgment, the Audit
Committee may engage an independent
financial adviser to issue a report that
may serve as the basis of its judgment.

– IV-29 –

EXPLANATION TABLE OF THE PROPOSED AMENDMENTS TO THE MANAGEMENT SYSTEM FOR RELATED-PARTY TRANSACTIONS

APPENDIX IV

Original Articles		Amended Articles	Basis	of Amendment	of Amendment	of Amendment	of Amendment
—		Article 49 The overseas subsidiaries of	This article			is	added	in
		the Company shall standardize the	accordance with Article 24 of
		management of the related party	the Regulations				on	the
		transactions based on the relevant	Management			of	Overseas
		requirements of the Regulations on the	Establishment			of, Acquisition
		Management of Overseas Establishment	of and	Shareholding				in
		of, Acquisition of and Shareholding in	Operating		Institutions			of
		Operating Institutions of Securities	Securities	Companies				and
		Companies and Securities Investment	Securities	Investment Fund
		Fund Management Companies and in	Management		Companies.
		accordance with the relevant provisions
		of this system.
Article 56 For any issues that	are not	Article 50 For any issues that are not	Improve	the		accuracy		of
covered hereof, the Company shall	proceed	covered hereof, the Company shall proceed	expression.
pursuant to relevant PRC	laws,	pursuant to relevant PRC laws, regulations,
administrative regulations,	rules,	rules,normative documents, requirements
requirements of regulatory authorities in		of regulatory authorities in the place where
the place where shares of the Company are		shares of the Company are listed as well as
listed as well as the Articles of Association		the Articles of Association and relevant
and relevant policies of the Company.		policies of the Company.
Article 57 In case of any inconsistence		Article 51 In case of any inconsistence	Improve	the		accuracy		of
between this system and relevant PRC		between this system and relevant PRC	expression.
laws, administrative regulations	and the	laws, regulations, rules, normative
Articles of Association, the relevant PRC		documentsand the Articles of Association,
laws, administrative regulations	and the	the relevant PRC laws, regulations, rules,
Articles of Association shall prevail and		normative documents and the Articles of
this system shall be amended to reflect		Association shall prevail and this system
changes in the PRC laws and regulations.		shall be amended to reflect changes in the
		PRC laws, regulations, rules and
		normative documents.
Article 59 Where any of the Company or		Article 53 Where any of the Company or	Improve	the		accuracy		of
entities, related persons or	relevant	entities, related persons or relevant	expression.
obligors violates any provisions	of this	obligors violates any provisions of this
system, any relevant liable person	will be	system, any relevant liable person will be
inquired into and claimed against in		inquired into and claimed against in
accordance with the laws, regulations, and		accordance with the laws, regulations,
normative documents.		rules and normative documents.

2. The serial number of articles under each section in the Management System for Related-Party Transactions of the Company shall be adjusted in accordance with the above amendments of the Management System for Related-Party Transactions of the Company.

– IV-30 –

BIOGRAPHIES OF CANDIDATES FOR DIRECTORS (NON-EMPLOYEE REPRESENTATIVE DIRECTORS) OF THE SIXTH SESSION OF THE BOARD

APPENDIX V

EXECUTIVE DIRECTORS

Mr. Zhang Wei , born in November 1964, MBA, and is a senior engineer and senior economist. He once worked in Jiangsu Electronic Industry Research Institute (江蘇省電子工業綜合研究所). He also served as cadre at department level of Jiangsu Electronic Industry Bureau and the deputy director of Asset Management Division. He worked as secretary to the board of directors and assistant to general manager, deputy general manager, general manager and deputy secretary of the party committee of Jiangsu Hiteker High-tech Co., Ltd. (江蘇宏圖高科技股份有限公司) (a company listed on the Shanghai Stock Exchange with the stock code of 600122). He also served as director, general manager, deputy secretary of the party committee, secretary of the party committee and chairman of the board of Govtor Capital Group Co., Ltd. (江蘇高科技投資集團有限公司). Mr. Zhang served as secretary of the party committee of the Company from March 2019 to December 2019, and has been Chairman of the Board and secretary of the party committee of the Company since December 2019.

Ms. Yin Lihong , born in January 1970, has a bachelor’s degree in national economic management. She worked as an employee of Sajiawan Sub-branch of Nanjing Branch of Bank of China Limited (“ Bank of China ”, a company listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange, with stock codes 3988 and 601988 respectively) from August 1991 to August 1992; an employee, section member and the Deputy Section Chief of the Planning Department of Bank of China Nanjing Branch from August 1992 to October 1998; the assistant to the President of the Nanjing Chengbei Sub-branch of Bank of China Jiangsu Branch from October 1998 to June 1999; the Vice President of Nanjing Chengxi Sub-branch of Bank of China Jiangsu Branch from June 1999 to September 2003; the President of Nanjing Baixia Sub-branch of Bank of China Jiangsu Branch from September 2003 to July 2004; the Vice President of Nanjing Chengnan Sub-branch of Bank of China Jiangsu Branch from July 2004 to October 2004; the President of Nanjing Xingang Sub-branch of Bank of China Jiangsu Branch from October 2004 to August 2007; the assistant to the General Manager of Planning and Finance Department of Bank of Jiangsu Co., Ltd. (“ Bank of Jiangsu ”, a company listed on the Shanghai Stock Exchange, with stock code 600919) from September 2007 to October 2007; and the Deputy General Manager of Human Resources Department of Bank of Jiangsu from October 2007 to April 2009; the General Manager of Human Resources Department and Head of Organization Department of Party Committee of Bank of Jiangsu from April 2009 to June 2021. She has served as Deputy Secretary of the Party Committee of the Company from June 2021 to present. She has served as Director of the Company since June 2022.

As of the Latest Practicable Date, the abovementioned candidates for executive Directors have not been subject to any punishment by the CSRC or other relevant authorities or by any stock exchanges. Save as disclosed in this circular, the abovementioned candidates for executive Directors have no other relationship with any Directors, Supervisors, senior management, substantial Shareholders or controlling Shareholders of the Company and have not held any other position in any member of the Group; have no interest in any Shares of the Company as defined in Part XV of the Securities and Futures Ordinance; did not hold any

– V-1 –

APPENDIX V

BIOGRAPHIES OF CANDIDATES FOR DIRECTORS (NON-EMPLOYEE REPRESENTATIVE DIRECTORS) OF THE SIXTH SESSION OF THE BOARD

directorship of any other listed companies in the past three years; have no information that shall be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules; and have no other matters that need to be brought to the attention of the Shareholders.

NON-EXECUTIVE DIRECTORS

Mr. Ding Feng , born in December 1968, holds a master’s degree in business administration and is a senior accountant. He served as accountant of the finance department of China Songhai Industrial Corporation (中國嵩海實業總公司) in Xiamen Special Economic Zone from August 1990 to November 1992; senior accountant of the finance department of China North Industries Corporation Xiamen Branch (中國北方工業廈門公司) from December 1992 to September 1995; deputy section chief of the finance department of Jiangsu International Trust and Investment Company (江蘇省國際信託投資公司) from October 1995 to August 2002; project manager of the finance department of Jiangsu Guoxin Asset Management Group Limited (江蘇省國信資產管理集團有限公司) from August 2002 to September 2004; head of the finance department (assistant to manager) and deputy general manager of Jiangsu International Trust Corporation Limited (江蘇省國際信託有限責任公司) from September 2004 to December 2009; deputy general manager of the finance department of Jiangsu Guoxin Asset Management Group Limited (江蘇省國信資產管理集團有限公司) from December 2009 to December 2010; vice president of Jiangsu Guoxin Group Finance Co., Ltd. (江蘇省國信集團財務有限公司) from December 2010 to December 2011; president and deputy secretary of the Party Committee of Jiangsu Guoxin Group Finance Co., Ltd. from January 2012 to March 2018. He has served as general manager of the finance department of Jiangsu Guoxin Investment Group Limited (江蘇省國信集團有限公司) since March 2018. Currently, Mr. Ding Feng also serves concurrently as director of Jiangsu Province Lianhe Zhengxin Co., Ltd. (江蘇省聯合徵信有限公司), director of Jiangsu Province Guoxin Credit Financing Guarantee Co., Ltd. (江蘇省國信信用融資擔保有限公司) and director of Zking Property & Casualty Insurance Co., Ltd. (紫金財產保險股份有限公司). Jiangsu Guoxin Investment Group Limited (江蘇省國信集團有限公司) where Mr. Ding Feng works is a wholly-owned subsidiary of the Jiangsu Provincial Government State-owned Assets Supervision and Administration Commission (江蘇省政府國有資產監督管理委員會), which is the de facto controller of the Company. He has been a Director of the Company since October 2018.

Mr. Chen Zhongyang , born in October 1967, has a master’s degree in engineering and is a senior engineer of the researcher rank. He served as a staff member and the Deputy Section Chief (presiding over the work) of the Planning Division of the Jiangsu Expressway Command Office from June 1992 to November 2000; and the deputy manager (presiding over the work) of the Operation and Development Department of Jiangsu Jinghu Expressway Co., Ltd. (江蘇京滬高速公路有限公司) from November 2000 to August 2001; an employee (senior engineer), the Deputy Director and Director of the Road Assets and Interests Section of Jiangsu Communications Industry Group Co., Ltd. (江蘇交通產業集團有限公司) from August 2001 to October 2004; the Deputy Director of the Operation Safety Department, Deputy Director of the Engineering Technology Department, Deputy Director of the Engineering Technology

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APPENDIX V

BIOGRAPHIES OF CANDIDATES FOR DIRECTORS (NON-EMPLOYEE REPRESENTATIVE DIRECTORS) OF THE SIXTH SESSION OF THE BOARD

Department, Deputy Director of the Expansion Project Office, Director of the Expansion Project Office, Deputy Director of the Engineering Technology Department, and Director of Corporate Management and Legal Affairs Department of Jiangsu Communications Holding Co., Ltd. from October 2004 to November 2017; the Chairman, Party Secretary and General Manager, and Chairman and Party Secretary of Jiangsu Jinghu Expressway Co., Ltd. (江蘇京滬高速公路有限公司) from November 2017 to April 2019; the Party Secretary and Director of Jiangsu Expressway Operation and Management Center (江蘇省高速公路經營管理中心) and the assistant to the General Manager of Jiangsu Communications Holding Co., Ltd. (江蘇交通控股有限公司) from April 2019 to July 2020. He has served as the Deputy General Manager and member of the Party Committee of Jiangsu Communications Holding Co., Ltd. since July 2020. Currently, Mr. Chen Zhongyang is also a vice chairman of Institute of Development and Reform for State-owned Enterprises in Jiangsu (江蘇省國有企業發展改革研究會), a council member of Jiangsu Provincial Comprehensive Transportation Association (江蘇省綜合交通運輸協會) and a director of Jinling Hotel Co., Ltd. (金陵飯店股份有限公司, a company listed on the Shanghai Stock Exchange, with stock code 601007) and a director of China Eastern Airlines Jiangsu Co., Ltd. (中國東方航空江蘇有限公司). Jiangsu Communications Holding Co., Ltd., where Mr. Chen Zhongyang works, is a wholly-owned subsidiary of the Jiangsu Provincial Government State-owned Assets Supervision and Administration Commission, which is the actual controller of the Company. He has served as a Director of the Company since June 2022.

Mr. Ke Xiang , born in June 1974, has a Ph.D. degree in management and is a senior engineer. From August 1996 to October 2002, he successively served as staff member of the infrastructure investment division, staff member and deputy senior staff member of the agriculture division of Jiangsu Provincial Department of Finance. From October 2002 to August 2020, he worked at Jiangsu Communications Holding Co., Ltd. and successively served as assistant to the director of the office, deputy director of the office, deputy director of the operation and safety department, deputy director of the Toll Management Center of Expressway Network of Jiangsu Province, director of the Information Center and deputy director of the office, director of the development strategy and policy regulation research office, deputy director of the investment and development department, director of the strategic research office, deputy director of the corporate management and legal affairs department, and director of the strategic planning department. Since August 2020, he has been the deputy general manager, member of the party committee and general counsel of Govtor Capital Group Co., Ltd. Currently, Mr. Ke Xiang is also the vice president of Jiangsu Capital Market Research Association, a director of Jiangsu Financial Association, a director of Jiangsu Addor Huijing Asset Management Co., Ltd. (江蘇毅達匯景資產管理有限公司), a director and general manager of Jiangsu Govtor Asset Management Co., Ltd. (江蘇高投資產管理有限公司) and a director of Jiangsu Fenghai New Energy Seawater Desalination Co., Ltd. (江蘇豐海新能源淡化海水發展有限公司). Govtor Capital Group Co., Ltd., in which Mr. Ke Xiang is employed, is a wholly-owned subsidiary of the Jiangsu Provincial Government State-owned Assets Supervision and Administration Commission, which is the actual controller of the Company. He has served as Director of the Company since February 2021.

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APPENDIX V

BIOGRAPHIES OF CANDIDATES FOR DIRECTORS (NON-EMPLOYEE REPRESENTATIVE DIRECTORS) OF THE SIXTH SESSION OF THE BOARD

Ms. Hu Xiao , born in October 1979, MBA. She served as accountant of KPMG Huazhen LLP from September 2002 to July 2003; research assistant of the stock research department of China International Capital Corporation Limited (a company listed on the Hong Kong Stock Exchange with the stock code of 3908) from July 2003 to July 2006; manager and vice-president of Citigroup Global Markets Asia Limited from July 2008 to July 2012; vice-president and director of Merrill Lynch (Asia Pacific) Limited from July 2012 to March 2017; and has served as director and managing director of the strategic investment department of Alibaba Group Holding Limited (a company listed on the Hong Kong Stock Exchange and New York Stock Exchange with the stock codes of 9988 and BABA respectively) since March 2017. At present, Ms. Hu Xiao also serves as director of YTO Express Group Co., Ltd. (a company listed on the Shanghai Stock Exchange with the stock code of 600233), director of Dianwoba Holdings Limited, director of Shanghai Wanxiang Culture Distribution Limited, director of Jiangsu Kangzhong Automobile Parts Company Limited, director of BEST Inc (a company listed on the New York Stock Exchange with the stock code of BEST), director of Red Star Macalline Group Corporation Limited (a company listed on the Hong Kong Stock Exchange and Shanghai Stock Exchange with the stock codes of 1528 and 601828 respectively), director of Travel Ease International (Hong Kong) Limited, director of Yunshang Exhibition Company Limited and director of Zhejiang Haozhu Network Technology Company Limited. She has served as a Director of the Company since October 2018.

Mr. Zhang Jinxin , born in October 1971, has a Ph.D. degree in industrial economics. From July 1994 to September 1997, he served as intern researcher in the Institute of Occupational Medicine of the General Research Institute of Coal Science (煤炭科學研究總院職業醫學研究所); from March 2000 to September 2001, he served as analyst in the development strategy department of Lenovo Group Limited (a company listed on the Hong Kong Stock Exchange with the stock code of 992); from July 2005 to September 2017, he served as the lecturer and associate professor of accounting and deputy head of the accounting department at the School of Economics and Management of Beijing Jiaotong University; from September 2017 to present, he has served as the deputy general manager of the research and planning department of Chengtong Fund Management Company Limited (誠通基金管理有限公司). Currently, Mr. Zhang Jinxin serves as an independent director of Beijing Tiandetai Technology Company Limited (北京天德泰科技股份有限公司) (a company listed on the NEEQ with the stock code of 839432) and independent director of Shanxi Jinbo Bio-Pharmaceutical Co., Ltd. (山西錦波生物醫藥股份有限公司) (a company listed on the NEEQ with the stock code of 832982).

As of the Latest Practicable Date, the abovementioned candidates for non-executive Directors have not been subject to any punishment by the CSRC or other relevant authorities or by any stock exchanges. Save as disclosed in this circular, the abovementioned candidates for non-executive Directors have no other relationship with any Directors, Supervisors, senior management, substantial Shareholders or controlling Shareholders of the Company and have not held any other position in any member of the Group; have no interest in any Shares of the Company as defined in Part XV of the Securities and Futures Ordinance; did not hold any directorship of any other listed companies in the past three years; have no information that shall be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules; and have no other matters that need to be brought to the attention of the Shareholders.

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BIOGRAPHIES OF CANDIDATES FOR DIRECTORS (NON-EMPLOYEE REPRESENTATIVE DIRECTORS) OF THE SIXTH SESSION OF THE BOARD

APPENDIX V

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Wang Jianwen , born in July 1974, has a Ph.D. degree in civil and commercial law. From August 1998 to May 2006, he taught at Nanjing Tech Law School. From May 2006 to May 2016, he taught at Hohai University School of Law. From May 2016 to May 2021, he was a professor, doctor-postgraduate supervisor and the dean at the College of Humanities and Social Sciences of Nanjing University of Aeronautics and Astronautics. Since May 2021, he has been a professor and doctor-postgraduate supervisor of the Law School of Nanjing University. At present, Mr. Wang Jianwen concurrently serves as member of the legal expert pool of Jiangsu Provincial Party Committee, decision-making advisory expert of the Standing Committee of Jiangsu Provincial People’s Congress, legal advisor of Jiangsu Political Consultative Conference, non-permanent member of the selection committee of judges and prosecutors of Jiangsu Province, specially invited advisory expert of Nanjing Intermediate People’s Court, legal advisor of Nanjing Qinhuai District Party Committee, independent director of Changshu Feifan New Material Company Limited, independent director of Tongfu Microelectronics Co., Ltd. (a company listed on Shenzhen Stock Exchange with the stock code of 2156). He has served as independent Director of the Company since June 2020.

With many years of legal experience, Mr. Wang Jianwen is a good addition to the diversity of the Board members, and he can give opinions to the Board from a legal perspective.

Mr. Wang Quansheng , born in October 1968, has a Ph.D. degree in business management. He served as a teaching assistant in the Information Center of the Business School of Nanjing University from September 1993 to August 1995; a lecturer in the Information Center of the Business School of Nanjing University from September 1995 to March 2001; an associate professor and the Deputy Dean of the Department of E-commerce of the Business School of Nanjing University from April 2001 to September 2008; an associate professor and the Dean of the Department of E-commerce of the Business School of Nanjing University from September 2008 to January 2011; a professor and the Dean of the Department of E-commerce of the Business School of Nanjing University from January 2011 to July 2013; a professor and the Dean of the Department of Marketing and E-commerce of the Business School of Nanjing University from July 2013 to September 2016; and a professor and the Deputy Dean of the Management School of Nanjing University from September 2016 to November 2020. He has been a professor and the Deputy Dean of the Business School of Nanjing University since November 2020. At present, Mr. Wang Quansheng concurrently serves as independent director of Nanjing Iron & Steel Co., Ltd. (a company listed on the Shanghai Stock Exchange with the stock code of 600282). He has served as independent director of the Company since June 2022.

With many years of digital economy management experience, Mr. Wang Quansheng is a good addition to the diversity of the Board members, and he can bring extensive business management knowledge and experiences to the Board.

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APPENDIX V

BIOGRAPHIES OF CANDIDATES FOR DIRECTORS (NON-EMPLOYEE REPRESENTATIVE DIRECTORS) OF THE SIXTH SESSION OF THE BOARD

Mr. Peng Bing , born in January 1972, has a Ph.D. degree in international law. From July 1993 to August 1994, he served as employee of Chuzhou Sub-branch, Anhui Branch of the Industrial and Commercial Bank of China (a company listed on the Hong Kong Stock Exchange and Shanghai Stock Exchange with the stock code of 1398 and 601398, respectively); from April 2000 to July 2005, he served as lecturer at the Law School of Peking University; from July 2005 to July 2017, he served as associate professor at the Law School of Peking University; from July 2017 to present, he serves as professor at the Law School of Peking University. At present, Mr. Peng Bing concurrently serves as arbitrator of Shenzhen Court of International Arbitration, arbitrator of Beijing Arbitration Commission, mediator of Shenzhen Securities and Futures Dispute Resolution Centre, vice president and secretarygeneral of China Business Law Society, and independent director of HSBC Qianhai Securities Limited.

With many years of legal experience, Mr. Peng Bing is a good addition to the diversity of the Board members, and he can give opinions to the Board from a legal perspective.

Mr. Wang Bing , born in March 1978, has a Ph.D. degree in accounting. From July 2007 to December 2011, he served as lecturer in the Department of Accounting of Nanjing University; from January 2012 to December 2016, he served as associate professor in the Department of Accounting of Nanjing University; from December 2016 to January 2022, he served as associate professor and secretary of the party branch of the Department of Accounting of Nanjing University; from January 2022 to present, he served as associate professor, deputy head of the Department and secretary of the party branch of the Department of Accounting of Nanjing University. At present, Mr. Wang Bing concurrently serves as director of the China Audit Society, director of the China Institute of Internal Audit, independent director of Changzhou Tronly New Electronic Materials Co., Ltd. (a company listed on the Shenzhen Stock Exchange with the stock code of 300429), independent director of Kuangda Technology Group Co. Ltd. (a company listed on the Shenzhen Stock Exchange with the stock code of 2516) and independent director of HIT Welding Industry Co., Ltd. (a company listed on the Shenzhen Stock Exchange with the stock code of 301137) and independent director of Jiangsu Jiuwu High-Tech Co., Ltd. (a company listed on the Shenzhen Stock Exchange with the stock code of 300631).

With many years of accounting experience, Mr. Wang Bing is a good addition to the diversity of the Board members and empowers the Board to better monitor the implementation of the Company’s strategic development plans based on the accounting aspect.

Mr. Xie Yonghai , born in November 1952, has a bachelor’s degree in English. From September 1975 to December 1979, he worked in the Foreign Affairs Bureau of the Chinese Academy of Social Sciences; from December 1979 to October 1981, he worked in the Funds Department of the Head Office of the Bank of China; from October 1981 to July 1986, he served as deputy manager of the Foreign Exchange Department of the London Branch of the Bank of China; from July 1986 to October 1989, he served as deputy head of the Funds

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BIOGRAPHIES OF CANDIDATES FOR DIRECTORS (NON-EMPLOYEE REPRESENTATIVE DIRECTORS) OF THE SIXTH SESSION OF THE BOARD

APPENDIX V

Department of the Head Office of the Bank of China; from October 1989 to December 1992, he served as head of the Funds Department of the Tokyo Branch of the Bank of China; from January 1993 to January 1996, he served as deputy general manager of H.K. Yongxin Industrial Limited; from January 1996 to July 1998, he served as standing deputy general manager of Hong Kong Shun Loong Group; from July 1998 to December 2002, he served as deputy general manager of the Investment Management Department and deputy general manager of the Global Markets Department of the Head Office of the Bank of China; from December 2002 to December 2012, he served as deputy executive president of BOC International Holdings Limited; from January 2003 to present, he served as chairman of BOCI-Prudential Asset Management Limited; from July 2014 to July 2020, he served as independent non-executive director of Huafa Property Services Group Company Limited (formerly known as “HJ Capital (International) Holdings Company Limited”, a company listed on the Hong Kong Stock Exchange with the stock code of 982); from October 2015 to June 2016, he served as independent non-executive director of Huarong International Financial Holdings Limited (a company listed on the Hong Kong Stock Exchange with the stock code of 993); from March 2016 to June 2020, he served as independent non-executive director of Guoan International Limited (a company listed on the Hong Kong Stock Exchange with the stock code of 143); from May 2018 to January 2022, he served as independent non-executive director of China Tower Corporation Limited (a company listed on the Hong Kong Stock Exchange with the stock code of 788); from June 2018 to May 2020, he served as independent non-executive director of Banco Well Link, S.A.; from June 2020 to October 2020, he served as independent non-executive director of Jinmao Hotel and Jinmao (China) Hotel Investment Management Limited. At present, Mr. Xie Yonghai concurrently serves as vice chairman of the Chinese General Chamber of Commerce, permanent honorary chairman of the Chinese Securities Association of Hong Kong, member of the Advisory Committee of the Securities and Futures Commission of Hong Kong, independent non-executive director of BOCOM International Holdings Company Limited (a company listed on the Hong Kong Stock Exchange with the stock code of 3329), independent non-executive director of DTXS Silk Road Investment Holdings Company Limited (a company listed on the Hong Kong Stock Exchange with the stock code of 620), independent non-executive director of Vico International Holdings Limited (a company listed on the Hong Kong Stock Exchange with the stock code of 1621), and independent non-executive director of Qianhai Financial Holdings Co., Limited.

With many years of investment management experience, Mr. Xie Yonghai is a good addition to the diversity of the Board members and gives valuable opinions to the Board in respect of investment management.

The nominations of the abovementioned candidates for independent non-executive Directors are based on the Company’s consideration of the diversity of Board members in several aspects, including but not limited to gender, age, cultural and educational background, professional experience, skills and knowledge, the value of the candidates and the contribution

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BIOGRAPHIES OF CANDIDATES FOR DIRECTORS (NON-EMPLOYEE REPRESENTATIVE DIRECTORS) OF THE SIXTH SESSION OF THE BOARD

APPENDIX V

that they could make to the Board, and the benefits from the diversity of Board members according to their objective conditions, and in accordance with laws, regulations and relevant provisions of securities regulatory authorities.

As of the Latest Practicable Date, the abovementioned candidates for independent non-executive Directors have not been subject to any punishment by the CSRC or other relevant authorities or by any stock exchanges in the recent three years. Save as disclosed in this circular, the abovementioned candidates for independent non-executive Directors have no other relationship with any Directors, Supervisors, senior management, substantial Shareholders or controlling Shareholders of the Company and have not held any other position in any member of the Group; have no interest in any Shares of the Company as defined in Part XV of the Securities and Futures Ordinance; did not hold any directorship of any other listed companies in the past three years; have no information that shall be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules; and have no other matters that need to be brought to the attention of the Shareholders.

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VI BIOGRAPHIES OF CANDIDATES FOR SUPERVISORS (NON-EMPLOYEE REPRESENTATIVE SUPERVISORS) OF THE SIXTH SESSION OF THE SUPERVISORY COMMITTEE

APPENDIX VI

Ms. Li Chongqi , born in November 1977, has a bachelor’s degree in management, majoring in business administration, and is a senior economist and senior accountant. From August 1998 to August 2009, she served as accountant of the finance department, director of the finance department, deputy general manager and director of the finance department of Tongda General Company of Jiangsu Huaiyin Power Generation Company; from August 2009 to March 2018, she served as deputy director of the finance department (chief rank), director of the finance department, deputy chief accountant and director of the finance department, member of the party committee and deputy general manager of Jiangsu Huaiyin Power Generation Company; from March 2018 to June 2022, she served as deputy general manager and deputy general manager (departmental chief level) of the human resources department of Jiangsu Guoxin Investment Group Limited; from June 2022 to the present, she served as general manager of the finance department of Jiangsu Guoxin Investment Group Limited. At present, Ms. Li Chongqi concurrently serves as director of Jiangsu Railway Group Co., Ltd., director of Jiangsu International Trust Corporation Limited, chairman of the supervisory committee of Jiangsu New Energy Development Co., Ltd. (a company listed on the Shanghai Stock Exchange with the stock code of 603693), director of Suzhou Zhongfang Consortium Holding Company Limited, vice chairman of Jiangsu Radio and Television Information Network Investment Company Limited, and chairman of the supervisory committee of Hong Kong Broadsino Investment Company Limited. Jiangsu Guoxin Investment Group Limited where Ms. Li Chongqi works, is a wholly-owned subsidiary of the Jiangsu Provincial Government State-owned Assets Supervision and Administration Commission, which is the actual controller of the Company.

Ms. Yu Lanying , born in May 1971, has a master’s degree in industrial economics and is a senior accountant and a certified public accountant. She worked in the finance department of Nanjing Runtai Industrial Trading Company from August 1993 to August 1996; pursued graduate studies in industrial economics at Nanjing University of Science and Technology from September 1996 to April 1999; worked in the finance and audit department of Jiangsu United Trust and Investment Company from May 1999 to December 2002; worked in the finance and audit division of Jiangsu Communications Industry Group Co., Ltd. from January 2003 to September 2004; worked in finance and audit department of Jiangsu Communications Holding Co., Ltd. from October 2004 to May 2008; served as deputy manager (presiding) of the finance and accounting department, manager of the finance and accounting department, deputy financial controller (department level), chief financial officer, member of the party committee of Jiangsu Expressway Company Limited (a company concurrently listed on the Hong Kong Stock Exchange, the Shanghai Stock Exchange and in the United States, with stock codes of 177, 600377 and 477373104 respectively) from June 2008 to November 2016; she served as deputy general manager, chief financial officer and member of the party committee of Jiangsu Expressway Company Limited from November 2016 to March 2018; she served as head of the audit and risk control department of Jiangsu Communications Holding Co., Ltd. from March 2018 to August 2018; head of the audit and risk control department and director of the audit centre of Jiangsu Communications Holding Co., Ltd. from August 2018 to November 2019; head of the financial management department of Jiangsu Communications Holding Co., Ltd.

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VI BIOGRAPHIES OF CANDIDATES FOR SUPERVISORS (NON-EMPLOYEE REPRESENTATIVE SUPERVISORS) OF THE SIXTH SESSION OF THE SUPERVISORY COMMITTEE

APPENDIX VI

from November 2019 to May 2022; and assistant to general manager and head of the financial management department of Jiangsu Communications Holding Co., Ltd. since May 2022. At present, Ms. Yu Lanying concurrently serves as supervisor of Jiangsu Credits Re-Guarantee Group, chairman of the supervisory committee of Jiangsu Salt Industry Group Co., Ltd. director of Jiangsu Jinsuzheng Investment Development Co., Ltd. and director of Bank of Nanjing Co., Ltd. (a company listed on the Shanghai Stock Exchange with stock code of 601009). Jiangsu Communications Holding Co., Ltd. where Ms. Yu Lanying works, is a wholly-owned subsidiary of the Jiangsu Provincial Government State-owned Assets Supervision and Administration Commission, which is the actual controller of the Company. She has served as supervisor of the Company since October 2018.

Ms. Zhang Xiaohong , born in January 1967, holds a master’s degree in business administration and is an international business operator. From August 1989 to April 1997, she served as foreign sales business manager of Nanjing Native Produce and Animal Byproducts Import and Export Co., Ltd.; from April 1997 to November 2000, she served as assistant manager and manager of Jiangsu Xinsu Investment Management Co., Ltd.; from December 2000 to May 2005, she served as department manager of Jiangsu Venture Capital Co., Ltd.; from May 2005 to July 2020, she served as senior investment manager, deputy general manager of asset management department, general manager of asset management department and general manager of investment operation department of Govtor Capital Group Co., Ltd.; from July 2020 to present, she has served as deputy general manager of Govtor Capital Group Co., Ltd. At present, Ms. Zhang Xiaohong concurrently serves as vice president of Jiangsu Talent Innovation and Entrepreneurship Promotion Association, vice chairman of Jiangsu Advanced Materials Industry Association, supervisor of Jiangsu Addor Equity Investment Fund Management Co. Ltd., legal representative and chairman of the board of Jiangsu Govtor Venture Capital Management Co., Ltd., legal representative, executive director and general manager of Jiangsu Talent Innovation and Venture Service Center Co., Ltd., legal representative and chairman of the board of Jiangsu Govtor Asset Management Co., Ltd, and appointed representative of the managing partner of Jiangsu Xinxin Retail Innovation Fund (Limited Partnership). Govtor Capital Group Co., Ltd., where Ms. Zhang Xiaohong works, is a wholly-owned subsidiary of the Jiangsu Provincial Government State-owned Assets Supervision and Administration Commission, which is the actual controller of the Company. She has served as supervisor of the Company since December 2019.

Ms. Zhou Hongrong , born in March 1972, has a college degree and is a senior accountant. From August 1993 to May 2003, she served as clerk of the garment finance division and deputy section chief of the garment finance and accounting division of the asset finance department of Jiangsu Silk Import & Export Group Co. Ltd.; from May 2003 to January 2010, she served as deputy section chief of the garment finance and accounting division, deputy section chief of the second accounting division, deputy section chief of the light textile finance and accounting division, and head of the light textile finance and accounting division of the finance department of Jiangsu SOHO International Group Corp.; from January 2010 to March 2012, she served as assistant to the general manager of the asset and finance department

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VI BIOGRAPHIES OF CANDIDATES FOR SUPERVISORS (NON-EMPLOYEE REPRESENTATIVE SUPERVISORS) OF THE SIXTH SESSION OF THE SUPERVISORY COMMITTEE

APPENDIX VI

of Jiangsu Silk Group Corporation; from March 2012 to December 2020, she served as deputy general manager of asset and finance department and general manager of asset and finance department of Jiangsu SOHO Holdings Group Co.,Ltd.; from December 2020 to the present, she has served as vice president and member of the party committee of Jiangsu SOHO Holdings Group Co.,Ltd.. At present, Ms. Zhou Hongrong concurrently serves as chairman of Jiangsu Textile Engineering Society and vice chairman of Nanjing Chamber of Commerce For Imports & Exports Firms. Jiangsu SOHO Holdings Group Co.,Ltd., where Ms. Zhou Hongrong works, is a wholly-owned subsidiary of the Jiangsu Provincial Government State-owned Assets Supervision and Administration Commission, which is the actual controller of the Company.

As of the Latest Practicable Date, the abovementioned candidates for non-employee representative Supervisors have not been subject to any punishment by the CSRC or other relevant authorities or by any stock exchanges. Save as disclosed in this circular, the abovementioned candidates for non-employee representative Supervisors have no other relationship with any Directors, Supervisors, senior management, substantial Shareholders or controlling Shareholders of the Company; have no interest in any Shares of the Company as defined in Part XV of the Securities and Futures Ordinance; have no information that shall be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules; do not have and have not been involved in matters required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; did not hold any directorships in other listed companies or other positions in the members of the Group in the past three years and have no other matters that need to be brought to the attention of the Shareholders.

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AI assistant

Huatai Securities Co., Ltd. — Proxy Solicitation & Information Statement 2022

51073_rns_2022-11-28_5a73cf69-1009-438e-ae91-7e46be5facc8.pdf

AMENDMENTS TO THE ARTICLES OF ASSOCIATION AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETING CHANGE OF BUSINESS SCOPE AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION AMENDMENTS TO THE WORKING SYSTEM FOR

AND NOTICE OF THE 2022 FIRST EXTRAORDINARY GENERAL MEETING

DEFINITIONS

(Stock Code: 6886)

Executive Directors:

Registered office:

Non-executive Directors:

Independent Non-executive Directors:

INTRODUCTION

1. Resolution on the amendments to the Articles of Association

2. Resolution on the amendments to the Rules of Procedure for General Meeting

3. Resolution on the change of business scope and amendments to the Articles of Association

Ordinary Resolutions:

4. Resolution on the amendments to the Working System for Independent Directors

5. Resolution on the amendments to the Management System for Related-Party Transactions

6. Resolution on the election of members of the sixth session of the Board

LETTER FROM THE BOARD

LETTER FROM THE BOARD

INFORMATION ON ATTENDING THE EGM

VOTING ARRANGEMENT

RESPONSIBILITY STATEMENT

RECOMMENDATION

(Stock Code: 6886)

NOTICE OF THE EGM

SPECIAL RESOLUTIONS

ORDINARY RESOLUTIONS

Information on the Resolutions

DEFINITIONS

1. Eligibility for attending the EGM and date of registration of holders of H Shares

2. Proxy

3. Registration procedures for attending the EGM

4. Voting by poll

5. Miscellaneous

I. Amendments to the following articles of the Articles of Association

Explanation Table of the Proposed Amendments to the Management System for Related-Party Transactions of Huatai Securities Co., Ltd.

1. Amendments to the following articles of the Management System for Related-Party Transactions

EXECUTIVE DIRECTORS

BIOGRAPHIES OF CANDIDATES FOR DIRECTORS (NON-EMPLOYEE REPRESENTATIVE DIRECTORS) OF THE SIXTH SESSION OF THE BOARD

NON-EXECUTIVE DIRECTORS

BIOGRAPHIES OF CANDIDATES FOR DIRECTORS (NON-EMPLOYEE REPRESENTATIVE DIRECTORS) OF THE SIXTH SESSION OF THE BOARD

BIOGRAPHIES OF CANDIDATES FOR DIRECTORS (NON-EMPLOYEE REPRESENTATIVE DIRECTORS) OF THE SIXTH SESSION OF THE BOARD

INDEPENDENT NON-EXECUTIVE DIRECTORS

BIOGRAPHIES OF CANDIDATES FOR DIRECTORS (NON-EMPLOYEE REPRESENTATIVE DIRECTORS) OF THE SIXTH SESSION OF THE BOARD

VI BIOGRAPHIES OF CANDIDATES FOR SUPERVISORS (NON-EMPLOYEE REPRESENTATIVE SUPERVISORS) OF THE SIXTH SESSION OF THE SUPERVISORY COMMITTEE

APPENDIX VI

VI BIOGRAPHIES OF CANDIDATES FOR SUPERVISORS (NON-EMPLOYEE REPRESENTATIVE SUPERVISORS) OF THE SIXTH SESSION OF THE SUPERVISORY COMMITTEE

APPENDIX VI

VI BIOGRAPHIES OF CANDIDATES FOR SUPERVISORS (NON-EMPLOYEE REPRESENTATIVE SUPERVISORS) OF THE SIXTH SESSION OF THE SUPERVISORY COMMITTEE

APPENDIX VI

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