THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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

Huitongda Network Co., Ltd. 匯通達網絡股份有限公司

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

(Stock Code: 9878)

(1) PROPOSED CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTOR

(2) PROPOSED CHANGE OF VALUE-ADDED TELECOMMUNICATIONS BUSINESS OPERATING LICENSE

(3) PROPOSED CHANGE IN THE USE OF PROCEEDS FROM THE INITIAL PUBLIC OFFERING OF H SHARES (4) PROPOSED ADJUSTMENT TO THE 2023 DEVELOPMENT AND INVESTMENT PLAN

(5) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(6) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

(7) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

(8) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF SUPERVISORS

AND

NOTICE OF THE 2023 SECOND EXTRAORDINARY GENERAL MEETING AND NOTICE OF THE 2023 THIRD H SHARE CLASS MEETING

The EGM, the Domestic Share Class Meeting and the H Share Class Meeting will be held by the Company at the Conference Room, 6/F, Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC, at 2:00 p.m. on Tuesday, November 14, 2023. The notice of the EGM and the notice of the H Share Class Meeting are set out on pages 133 to 135 and pages 136 to 137 of this circular, respectively.

Forms of proxy for the EGM and the H Share Class Meeting are enclosed herewith, respectively. If you wish to appoint a proxy to attend the EGM and/or the H Share Class Meeting, you must complete the enclosed form(s) of proxy in accordance with the instructions printed thereon and return it (them) to us not less than 24 hours before the time appointed for holding the EGM and/or the H Share Class Meeting or any adjournment thereof (as the case may be). Completion and return of the form(s) of proxy will not preclude you from attending and voting in person at the EGM and/or the H Share Class Meeting or any adjournment thereof should you so wish at that time.

October 24, 2023

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER	FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	PROPOSED CHANGE OF INDEPENDENT NON-EXECUTIVE
	DIRECTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	PROPOSED CHANGE OF VALUE-ADDED TELECOMMUNICATIONS
	BUSINESS OPERATING LICENSE. . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
4.	PROPOSED CHANGE IN THE USE OF PROCEEDS FROM THE
	INITIAL PUBLIC OFFERING OF H SHARES . . . . . . . . . . . . . . . . . . .	8
5.	PROPOSED ADJUSTMENT TO THE 2023 DEVELOPMENT AND
	INVESTMENT PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
6.	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION . .	17
7.	PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR
	THE GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
8.	PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR
	THE BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
9.	PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR
	THE BOARD OF SUPERVISORS . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
10.	EGM AND H SHARE CLASS MEETING AND VOTING METHOD . . . .	20
11.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
APPENDIX I - COMPARATIVE TABLE OF THE AMENDMENTS TO THE
ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		22
APPENDIX II - COMPARATIVE TABLE OF THE AMENDMENTS
TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING . . . . .		108
APPENDIX III - COMPARATIVE TABLE OF THE AMENDMENTS
TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS . .		125
APPENDIX IV - COMPARATIVE TABLE OF THE AMENDMENTS
TO THE RULES OF PROCEDURES FOR THE BOARD OF SUPERVISORS . .		131
NOTICE	OF THE 2023 SECOND EXTRAORDINARY GENERAL MEETING. .	133
NOTICE	OF THE 2023 THIRD H SHARE CLASS MEETING . . . . . . . . . . . . . .	136

– i –

DEFINITIONS

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

“Articles of Association”
the articles of association of the Company, as amended, supplemented or otherwise modified from time to time
“Board” or “Board of Directors” the board of Directors of the Company
“Board of Supervisors” the board of Supervisors of the Company
“China” or “PRC”
the People’s Republic of China, excluding, for the purpose of this circular only, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan Region
“Company” Huitongda Network Co., Ltd., a joint stock company established under the laws of the PRC with limited liability on December 6, 2010, whose H Shares are listed on the Main Board of the Hong Kong Stock Exchange (stock code: 9878)
“CSRC” China Securities Regulatory Commission
“Director(s)” the director(s) of the Company
“Domestic Share(s)” domestic Share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is/(are) subscribed for or credited as fully paid in Renminbi
“Domestic Shareholder(s)” holder(s) of Domestic Share(s)
“Domestic Share Class Meeting”
the 2023 third Domestic Share class meeting of the Company to be held immediately after the conclusion of the EGM at the Conference Room, 6/F, Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC, on Tuesday, November 14, 2023
“EGM”
the 2023 second extraordinary general meeting or any adjournment thereof (as the case may be) of the Company to be held at the Conference Room, 6/F, Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC, at 2:00 p.m. on Tuesday, November 14, 2023
“Group”

the Company and its subsidiaries

– 1 –

DEFINITIONS

“H Share(s)” overseas listed foreign Share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is/(are) subscribed for and traded in HK dollars and is/(are) listed on the Hong Kong Stock Exchange
“H Shareholder(s)” holder(s) of H Share(s)
“H Share Class Meeting” the 2023 third H Share class meeting of the Company to be held immediately after the conclusion of the Domestic Share Class Meeting at the Conference Room, 6/F, Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC, on Tuesday, November 14, 2023
“HK dollars” or “HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited
“Latest Practicable Date”
October 18, 2023, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
“Listing Rules” or “Hong Kong Listing Rules”
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time
“Prospectus”
the prospectus of the Company dated January 31, 2022
“RMB” or “Renminbi”
Renminbi, the lawful currency of the PRC
“Rules of Procedures for the Board of Directors ”
the rules of procedures for the Board of Directors of the Company, as amended, supplemented or otherwise modified from time to time
“Rules of Procedures for the Board of Supervisors ”
the rules of procedures for the Board of Supervisors of the Company, as amended, supplemented or otherwise modified from time to time
“Rules of Procedures for the General Meeting ”
the rules of procedures for the general meeting of the Company, as amended, supplemented or otherwise modified from time to time

– 2 –

DEFINITIONS

“Share(s)”	ordinary share(s) in the share capital of the Company
	with a nominal value of RMB1.00 each, including
	Domestic Share(s) and H Share(s)
“Shareholder(s)”	the shareholder(s) of the Company, comprising Domestic
	Shareholder(s) and H Shareholder(s)
“State Council”	the State Council of the People’s Republic of China
“subsidiary(ies)”	has the meaning ascribed thereto under the Listing Rules
“Supervisor(s)”	the supervisor(s) of the Company
“%”	per cent

– 3 –

LETTER FROM THE BOARD

Huitongda Network Co., Ltd. 匯通達網絡股份有限公司

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

(Stock Code: 9878)

Chairman and non-executive Director: WANG Jianguo

Executive Directors: XU Xiuxian (Chief Executive Officer) ZHAO Liangsheng SUN Chao

Non-executive Directors: CAI Zhongqiu WANG Ran

Independent non-executive Directors: YU Lixin LIU Xiangdong CHENG Zichuan

Registered Office and Headquarters: Huitongda Building 50 Zhongling Street, Xuanwu District Nanjing Jiangsu Province PRC Principal Place of Business in Hong Kong: 40/F, Dah Sing Financial Centre 248 Queen’s Road East Wanchai Hong Kong

October 24, 2023

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTOR (2) PROPOSED CHANGE OF VALUE-ADDED TELECOMMUNICATIONS BUSINESS OPERATING LICENSE (3) PROPOSED CHANGE IN THE USE OF PROCEEDS FROM THE INITIAL PUBLIC OFFERING OF H SHARES (4) PROPOSED ADJUSTMENT TO THE 2023 DEVELOPMENT AND INVESTMENT PLAN (5) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION (6) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING (7) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS (8) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF SUPERVISORS

1. INTRODUCTION

The purpose of this circular is to provide you with the notice of the EGM and the notice of the H Share Class Meeting, and information on certain resolutions to be considered at the EGM and/or the H Share Class Meeting so that you can make informed decisions on whether to vote for or against such resolutions at the EGM and/or the H Share Class Meeting.

– 4 –

LETTER FROM THE BOARD

The ordinary resolutions to be proposed at the EGM to approve are: (i) proposed removal of independent non-executive Director; (ii) proposed election of independent non-executive Director; (iii) proposed change of value-added telecommunications business operating license; (iv) proposed change in the use of proceeds from the initial public offering of H Shares; and (v) proposed adjustment to the 2023 development and investment plan.

The special resolutions to be proposed at the EGM to approve are: (vi) proposed amendments to the Articles of Association; (vii) proposed amendments to the Rules of Procedures for the General Meeting; (viii) proposed amendments to the Rules of Procedures for the Board of Directors; and (ix) proposed amendments to the Rules of Procedures for the Board of Supervisors.

Among them, the proposed amendments to the Articles of Association, proposed amendments to the Rules of Procedures for the General Meeting, proposed amendments to the Rules of Procedures for the Board of Directors and proposed amendments to the Rules of Procedures for the Board of Supervisors shall also be proposed at the Domestic Share Class Meeting and the H Share Class Meeting for approval by way of special resolutions.

2. PROPOSED CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTOR

Reference is made to the announcement of the Company dated September 20, 2023 in relation to, among other things, the proposed removal of independent non-executive Director and proposed election of independent non-executive Director.

(1) Proposed removal of independent non-executive Director

The Board considered and approved, among other things, the resolution in relation to the proposed removal of Mr. Cheng Zichuan (“ Mr. Cheng ”) as an independent non-executive Director at the Board meeting held on September 20, 2023. The Board proposes the removal of all positions held by Mr. Cheng in the Company, including the positions of independent non-executive Director and the chairman of the nomination committee of the Board (the “ Proposed Removal ”). The Proposed Removal is subject to the approval at the EGM.

Mr. Cheng has failed to attend two consecutive meetings of the Board either personally or by appointing other Directors to attend on his behalf. As of the Latest Practicable Date, despite the Board’s efforts, it has still been unable to contact Mr. Cheng.

Pursuant to Article 130 of the Articles of Association, a Director shall be deemed incapable of carrying out his/her duties if he/she fails to attend two consecutive meetings of the Board either personally or by appointing other Directors to attend on his/her behalf. The Board shall make a proposal to the general meeting to remove such a Director. Pursuant to Article 127 of the Articles of Association, under the prerequisite of abiding by relevant laws and administrative regulations, the general meeting may remove any Director before the expiration of his/her term of office by way of an ordinary resolution.

– 5 –

LETTER FROM THE BOARD

Having considered the above, in order to ensure the normal operation efficiency of the Board, the Board agrees to submit the resolution in relation to the Proposed Removal to the EGM for consideration and approval.

The Board is of the view that the Proposed Removal is in the interests of the Company and the Shareholders as a whole, and if the Proposed Removal takes effect, it will not have any material adverse effect on the operations of the Group.

Save as disclosed in this circular, to the best of the Directors’ knowledge, information and belief, the Board is not aware of any disagreement between Mr. Cheng and the Board, and there are no other matters relating to the Proposed Removal that need to be brought to the attention of the Hong Kong Stock Exchange or the Shareholders.

The above resolution was considered and approved by the Board on September 20, 2023 and is being proposed as an ordinary resolution for consideration and approval at the EGM.

(2) Proposed election of independent non-executive Director

The Board considered and approved, among other things, the resolution in relation to the proposed election of Mr. Diao Yang (“ Mr. Diao ”) as a candidate for independent non-executive Director of the third session of the Board at the Board meeting held on September 20, 2023. The term of office of Mr. Diao shall be effective from the date of approval at the EGM until the expiry of the term of the third session of the Board. He is eligible for re-election after the expiry of his term of office.

The biographical details of Mr. Diao and other information relating to his appointment required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules are set out below:

Mr. Diao Yang (刁揚) , aged 50. Mr. Diao has over 17 years of experience in corporate finance and has deep insights and opinions of China’s technology, media and communications and consumer goods industries. Mr. Diao founded Paradigm Advisors Holdings (Hong Kong) Limited (騰達資本顧問有限公司) in November 2016 and has been serving as its director since then. He has been the co-founder of Parantoux Capital Limited (藍藤資本有限公司) since March 2016. From October 2014 to April 2016, he worked as a managing director of the investment banking department of China Renaissance Securities (Hong Kong) Limited. He worked at J.P. Morgan Securities (Asia Pacific) Limited from May 2006 to October 2014, where his last position was a managing director at the global investment banking department. He worked as an associate at Morgan Stanley Asia Limited from July 2005 to April 2006.

Mr. Diao obtained his bachelor of arts degree in economics from Connecticut College in the United States in May 1997, and obtained his master of business administration degree from Columbia Business School in the United States in May 2001.

– 6 –

LETTER FROM THE BOARD

In accordance with the provisions of the Articles of Association, the above nomination of the independent non-executive Director was reviewed by the nomination committee under the Board preliminarily and considered and approved by the Board after taking into account the biographical details, background of skills, knowledge, experience, independence of the candidate and the specific needs of the Company, and therefore it is submitted to the EGM for approval. Mr. Diao has confirmed his independence to the Company in accordance with Rule 3.13 of the Listing Rules. The nomination committee under the Board has assessed and reviewed Mr. Diao’s independence and is of the view that he has satisfied the requirement of independence.

The nomination committee under the Board considered that Mr. Diao possesses basic knowledge of the operation of listed companies, is familiar with relevant laws, administrative regulations, rules and other normative documents, has working experience in economy, management and other areas that is necessary for performing the duties of an independent non-executive Director, and will properly perform his duties and responsibilities as an independent non-executive Director and make positive contributions to the development of the Company. Mr. Diao will also promote the diversity of the Board in various aspects, including cultural and educational background, professional experience, skills and knowledge.

Save as disclosed in this circular, as at the Latest Practicable Date, Mr. Diao has confirmed that: (i) he has not held any other directorships in any listed companies, in Hong Kong or overseas, in the last three years, nor any other positions within the Group; (ii) he does not have any relationship with any Directors, Supervisors, senior management, substantial Shareholder or controlling Shareholder of the Company; (iii) he does not have nor is deemed to have any interests or short positions in the Shares, underlying shares or bonds of the Company or its associated corporation(s) within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (iv) he has not been penalized by the CSRC and other relevant authorities nor been disciplined by any stock exchanges; and (v) there are no other matters relating to his appointment that need to be brought to the attention of the Shareholders nor is there any information required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules, and there are no other matters that need to be brought to the attention of the Shareholders or the Hong Kong Stock Exchange.

Subject to the approval of Mr. Diao’s appointment at the EGM, the Company will enter into a Director’s service contract with him. As an independent non-executive Director, Mr. Diao will receive a Director’s allowance of RMB120,000 (tax inclusive) per annum from the Company during his term of office.

The above resolution was considered and approved by the Board on September 20, 2023 and is being proposed as an ordinary resolution for consideration and approval at the EGM.

– 7 –

LETTER FROM THE BOARD

3. PROPOSED CHANGE OF VALUE-ADDED TELECOMMUNICATIONS BUSINESS OPERATING LICENSE

As stated in the Prospectus, the Company obtained the Value-added Telecommunications Business Operating License of the People’s Republic of China (Business Operating License No.: He Zi B2-20210051) (《中華人民共和國增值電信業務經營許可證》(經營許可證編號:合字B2-20210051號)) (the “ Company’s VAT License ”) on February 18, 2021, which allows the Company to conduct relevant information service business (only for internet information services) and online data processing and transaction processing business.

Subject to the current regulation in respect to the Company’s VAT License stipulating that the foreign shareholding ratio shall not exceed 50% and considering the actual business situation of the Company, the Company proposes to terminate the license for information service business (only for internet information services) under the Company’s VAT License, and change to a value-added telecommunications business operating licence for online data processing and transaction processing business only, which is without foreign shareholding ratio requirement (the “ Change of VAT License ”). Huitong Datatech Smart Technology Co., Ltd. (匯通數科智能科技有限公司) (“ Huitong Datatech ”), a subsidiary of the Company, applied for and currently holds a value-added telecommunications business operating licence to conduct relevant information service business (only for internet information services) and online data processing and transaction processing business. As such, the Change of VAT Licence has basically no impact on the overall business of the Group.

Huitong Datatech is a holding subsidiary of the Company (77.71% owned by the Company) and is deeply engaged in industrial digitalization and digital marketing. The principal businesses of Huitong Datatech are information technology services, Internet of Things technology services, digital content production services, professional design services, etc.

The Change of VAT License will facilitate the integration of the Group’s internal resources, maximize the role of special qualifications, and at the same time expand the space for Company’s capital operation in the future, and it is in line with the operation needs of the Group and conducive to promoting the overall business development of the Group, and has no material impact on the overall financial position of the Company.

The above resolution was considered and approved by the Board on September 20, 2023 and is being proposed as an ordinary resolution for consideration and approval at the EGM.

4. PROPOSED CHANGE IN THE USE OF PROCEEDS FROM THE INITIAL PUBLIC OFFERING OF H SHARES

Reference is made to the announcement of the Company dated October 17, 2023 in relation to, among other things, the proposed change in the use of proceeds from the initial public offering of H Shares.

– 8 –

LETTER FROM THE BOARD

(1) Use of Proceeds from the Initial Public Offering of H Shares

On February 18, 2022, the H Shares were listed on the main board of the Hong Kong Stock Exchange. A total of 53,911,800 H Shares with a nominal value of RMB1.00 each were issued under the Global Offering (as defined under the Prospectus, including the issuance of H Share upon the partial exercise of the over-allotment option). The offer price is HK$43.00 per H Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, FRC transaction levy of 0.00015% and the Hong Kong Stock Exchange trading fee of 0.005%). The gross proceeds from the Global Offering (including the additional gross proceeds from the partial exercise of over-allotment option amounted to approximately HK$99.1 million) were approximately HK$2,318.2 million, and after deduction of underwriting fees and other related expenses, the aggregate net proceeds amounted to approximately HK$2,185.0 million (equivalent to approximately RMB1,782.3 million) (the “ Proceeds from the Initial Public Offering of H Shares ”).

As of September 30, 2023, the Company had utilised approximately RMB789.0 million of the Proceeds from the Initial Public Offering of H Shares in total in accordance with the intended use set out in the Prospectus, with the unused portion of the proceeds amounting to approximately RMB993.3 million. Details are set out below:

				Used amount as	Unused amount
				of September 30,	as of September
			Total amount	2023	30, 2023
Use of proceeds	Itemized use	Proportion	(RMB in millions)	(RMB in millions)	(RMB in millions)
Enhancing relationships	(1) Digitalizing our member stores	10%	178.2	7.5	170.7
with our existing	and upgrading their storefronts
customers and further	(2) Offering solutions to certain	10%	178.2	98.7	79.6
expanding our customer	wholesalers
base	(3) Strategically expanding into	5%	89.1	14.4	74.7
	northern and southern regions
	of China where there is great
	potential for further
	development
	(4) Expanding client managers	5%	89.1	89.1	0
	team network with more
	digitalized solutions
	Sub-total	30%	534.7	209.7	325.0

– 9 –

LETTER FROM THE BOARD

Use of proceeds Itemized use Optimizing the capability and efficiency of the supply chain (1) Increasing spending on joint product R&D with our industry partners, brand licensing and tailored manufacturing (2) Improving the digitalization and automation of order and fulfillment management systems Sub-total Increasing investment in the IT infrastructure of our platform and enhancing SaaS+ business monetization capability (1) Acquiring IT talents for developing SaaS+ business and merchant solutions (2) Upgrading data infrastructure and enhancing data analysis capabilities (3) Continuously upgrading transaction and marketplace technology and infrastructure Sub-total Selectively pursuing strategic alliances, investments, or acquisitions (1) Brand manufacturers within each merchandise segment (2) Third-party SaaS technology and service providers (3) Third-party operators within the industry value chain Sub-total Working capital – Total	Proportion 15% 10% 25% 10% 5% 5% 20% 5% 5% 5% 15% 10% 100%	Total amount (RMB in millions) 267.3 178.2 445.6 178.2 89.1 89.1 356.5 89.1 89.1 89.1 267.3 178.2 1,782.3	Used amount as of September 30, 2023 (RMB in millions) 267.3 51.6 318.9 10.8 38.3 21.1 70.1 12.0 0 0 12.0 178.2 789.0	Unused amount as of September 30, 2023 (RMB in millions) 0 126.7 126.7 167.5 50.8 68.0 286.3 77.1 89.1 89.1 255.3 0
				993.3

Note: Any discrepancies in the above table between total and sum of amounts listed therein are due to rounding.

– 10 –

LETTER FROM THE BOARD

(2) Proposed Change in the Use of Proceeds from the Initial Public Offering of H Shares

The Board proposed to make the following adjustments to certain intended use of the Proceeds from the Initial Public Offering of H Shares (the “ Proposed Change in the Use of Proceeds from the Initial Public Offering of H Shares ”) to improve the efficiency of the use of raised funds, reduce financial costs, and accelerate the integration of various business resources:

		Total	Unused
		amount	amount				Total	Unused
		before	as of	Amount			amount	amount
		the	September	to be			after the	after the
		change	30, 2023	adjusted	Particulars of the		change	change	Expected timeline of
		(RMB in	(RMB in	(RMB in	proposed		(RMB in	(RMB in	the remaining unused
Use of proceeds	Itemized use	millions)	millions)	millions)	adjustment		millions)	millions)	amount
Enhancing relationships	(1) Digitalizing our	178.2	170.7	(150.0)	(1)	RMB70.0 million is	28.2	20.7	By December 31,
with our existing	member stores and					adjusted to be used			2024
customers and further	upgrading their					for “Offering
expanding our	storefronts					solutions to certain
customer base						wholesalers”; and
					(2)	RMB80.0 million is
						adjusted to be used
						for “Expanding client
						managers team
						network with more
						digitalized solutions”.
	(2) Offering solutions to	178.2	79.6	100.0	–		278.2	179.6	By December 31,
	certain wholesalers								2024
	(3) Strategically	89.1	74.7	(30.0)	RMB30.0 million is		59.1	44.7	By December 31,
	expanding into				adjusted to be used for				2024
	northern and southern				“Offering solutions to
	regions of China				certain wholesalers”.
	where there is great
	potential for further
	development
	(4) Expanding client	89.1	0	80.0	–		169.1	80.0	By December 31,
	managers team								2024
	network with more
	digitalized solutions
	Sub-total	534.7	325.0	0.0			534.7	325.0

– 11 –

LETTER FROM THE BOARD

		Total	Unused
		amount	amount			Total	Unused
		before	as of	Amount		amount	amount
		the	September	to be		after the	after the
		change	30, 2023	adjusted	Particulars of the	change	change	Expected timeline of
		(RMB in	(RMB in	(RMB in	proposed	(RMB in	(RMB in	the remaining unused
Use of proceeds	Itemized use	millions)	millions)	millions)	adjustment	millions)	millions)	amount
Optimizing the	(1) Increasing spending	267.3	0	150.0	–	417.3	150.0	By December 31,
capability and	on joint product R&D							2024
efficiency of the	with our industry
supply chain	partners, brand
	licensing and tailored
	manufacturing
	(2) Improving the	178.2	126.7	(90.0)	RMB90.0 million is	88.2	36.7	By December 31,
	digitalization and				adjusted to be used for			2024
	automation of order				“Increasing spending on
	and fulfillment				joint product R&D with
	management systems				our industry partners,
					brand licensing and
					tailored manufacturing”.
	Sub-total	445.6	126.7	60.0		505.6	186.7
Increasing investment in	(1) Acquiring IT talents	178.2	167.5	(150.0)	(1) RMB60.0 million is	28.2	17.5	By December 31,
the IT infrastructure	for developing SaaS+				adjusted to be used			2024
of our platform and	business and merchant				for “Increasing
enhancing SaaS+	solutions				spending on joint
business monetization					product R&D with our
capability					industry partners,
					brand licensing and
					tailored
					manufacturing”; and
					(2) RMB90.0 million is
					adjusted to be used
					for “Working capital”.
	(2) Upgrading data	89.1	50.8	(20.0)	RMB20.0 million is	69.1	30.8	By December 31,
	infrastructure and				adjusted to be used for			2024
	enhancing data				“Working capital”.
	analysis capabilities
	(3) Continuously	89.1	68.0	(30.0)	RMB30.0 million is	59.1	38.0	By December 31,
	upgrading transaction				adjusted to be used for			2024
	and marketplace				“Working capital”.
	technology and
	infrastructure
	Sub-total	356.5	286.3	(200.0)		156.5	86.3

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LETTER FROM THE BOARD

Use of proceeds Itemized use Selectively pursuing strategic alliances, investments, or acquisitions (1) Brand manufacturers within each merchandise segment (2) Third-party SaaS technology and service providers (3) Third-party operators within the industry value chain Sub-total Working capital – Total	Total amount before the change (RMB in millions) Unused amount as of September 30, 2023 (RMB in millions) Amount to be adjusted (RMB in millions) Particulars of the proposed adjustment 89.1 77.1 60.0 (1) The RMB60.0 million under “Third-party SaaS technology and service providers” is adjusted to be used for “Brand manufacturers within each merchandise segment”; and (2) Flexible adjustments are made to the investment subjects, cooperative objects of investment and investment methods using the raised funds (Note 2). 89.1 89.1 (60.0) 89.1 89.1 0.0 267.3 255.3 0.0 178.2 0 140.0 – 1,782.3 993.3	Total amount after the change (RMB in millions) 149.1 29.1 89.1 267.3 318.2 1,782.3	Unused amount after the change (RMB in millions) Expected timeline of the remaining unused amount 137.1 By December 31, 2024 29.1 By December 31, 2024 89.1 By December 31, 2024 255.3 140.0 By December 31, 2024 993.3

Notes: 1. Any discrepancies in the above table between total and sum of amounts listed therein are due to rounding.
Particulars of the proposed adjustments are as follows:
- (1) In terms of investment subjects, to facilitate the flexible use of the proceeds, users of the proceeds shall include not only the Company, but also the subsidiaries of the Company;
- (2) In terms of cooperative objects of investment, not only the investment of potential partners, but also the resource re-investment of existing investment partners are included. In terms of selection criteria for cooperative objects, as long as the risks are controllable, objects which are able to improve the Group’s supply chain capability, technical capability and channel service capability can be regarded as the Group’s cooperative objects of investment;

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LETTER FROM THE BOARD

(3) In terms of investment methods, it includes not only equity investment and working capital supporting the investment cooperation, but also participation in private placement and strategic placement of cooperative objects, as well as other diversified ways such as participation in investment in industrial funds in line with the Group’s industrial direction.

Save for the above changes, there is no other change in the intended use of the Proceeds from the Initial Public Offering of H Shares. (3) Reasons and benefits of the Proposed Change in the Use of Proceeds from the Initial Public Offering of H Shares

(i) Enhancing relationships with our existing customers and further expanding our customer base

In view of the improving independent research and development capability of the Group, the digital transformation of member stores mainly relies on the empowerment on the member stores by the Group’s independent research and development of SaaS products, thus reducing the demand for digital transformation funds. In the meanwhile, the Group is proposed to increase funding in client managers team so as to provide better services to member stores. According to the Group’s strategic plan, the Group will focus on channel optimization and deploy cooperative customer network of service providers; therefore, the demand for funds to provide solutions to wholesalers will rise. At the same time, subsidiaries in various regions will step up promotion efforts to improve their services to member stores in an all-round way, while service providers will also help expand member stores, thereby reducing capital needs for “Strategically expanding into northern and southern regions of China where there is great potential for further development”. Taking into account the above factors, it is proposed to adjust the internal structure of the itemized uses under the use of proceeds of “Enhancing relationships with our existing customers and further expanding our customer base”.

(ii) Optimizing the capability and efficiency of the supply chain

Since the Group has strengthened its independent research and development capability, and the digitalization and automation of order and fulfillment management systems have basically met the Group’s current supply chain needs, it is proposed to adjust the internal structure of the itemized uses under the use of proceeds of “Optimizing the capability and efficiency of the supply chain”, which adjusts the expected remaining proceeds to be used for “Increasing spending on joint product R&D with our industry partners, brand licensing and tailored manufacturing” to further enhance the Group’s product supply chain capability. In addition, in order to provide better service to fulfill the needs of customers and rapidly improve the supply chain capability of the Group, it is proposed to transfer in the remaining proceeds of RMB60.0 million under the use of proceeds of “Increasing investment in the IT infrastructure of our platform and enhancing SaaS+ business monetization capability”.

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LETTER FROM THE BOARD

(iii) Increasing investment in the IT infrastructure of our platform and enhancing SaaS+ business monetization capability

The Group has continued to strengthen the capacity building for systematic research and development, and established core competitiveness in key products, thereby reducing its dependence on external resources. At the same time, the rapidly developing artificial intelligence technology ensures the efficiency of research and development while bringing down the investment in the research and development on human resource. Consequently, the Group’s demand for funds in research and development investment is lowered.

It is proposed to adjust the expected remaining proceeds of RMB60.0 million to be used for “Increasing spending on joint product R&D with our industry partners, brand licensing and tailored manufacturing” under the use of proceeds of “Optimizing the capability and efficiency of the supply chain”, which will help improve the supply chain capability of the Company and provide more competitive products for the lower-tier market. And it is proposed to adjust the expected remaining proceeds of RMB140.0 million to be used for “Working capital”, to be mainly used for the daily business activities of the Company, which will help lower financial expenses and maximize the interests of the Company and all Shareholders.

(iv) Selectively pursuing strategic alliances, investments, or acquisitions

The Group has always stayed focused on improving the supply chain capability, constantly strengthened the construction and management of the supply chain, and increased the control and service capability of the industry value chain. And following the rapid development of the Group, the research and development system of the Group has continued to be optimized, the research and development capability has continued to be improved, the research and development team has continued to be scaled up, and the dependence of the Group on third-party SaaS technology and service providers has been gradually reduced. In light of the above, it is proposed to adjust the internal structure of the itemized uses under the use of proceeds of “Selectively pursuing strategic alliances, investments, or acquisitions”, which adjusts the RMB60.0 million under “Third-party SaaS technology and service providers” to be used for “Brand manufacturers within each merchandise segment”.

At the same time, in order to further improve the efficiency of the use of the proceeds and accelerate the integration with resource parties, it is proposed to further optimize and clarify the use of the proceeds, which flexibly adjusts the investment subjects, cooperative objects of investment and investment methods in respect to the use of proceeds.

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LETTER FROM THE BOARD

The adjustments will neither adversely affect the Group’s financial position and production and operation, nor involve related party (connected) transactions.

(v) Working capital

It is proposed to adjust the RMB140.0 million under “Increasing investment in the IT infrastructure of our platform and enhancing SaaS+ business monetization capability” to be used for “Working capital”, and the balance interest income from the Proceeds from the Initial Public Offering of H Shares will be used to supplement the working capital for funding the daily business activities of the Group, which will help reduce finance costs and enhance capital efficiency.

(4) Impact of the Proposed Change in the Use of Proceeds from the Initial Public Offering of H Shares on the Company

The Company, based on the principle of prudence, proposes to change the use of the Proceeds from the Initial Public Offering of H Shares. Such change is in line with the Group’s future strategic plan, and will be conducive to improving services to member stores, deploying the cooperative customer network of service providers and enhancing the Group’s supply chain capabilities.

The Board confirms that there is no material change in the business nature of the Group as set out in the Prospectus, and considers that the Proposed Change in the Use of Proceeds from the Initial Public Offering of H Shares will not have any material adverse impact on the operations of the Group and is in the best interests of the Company and the Shareholders as a whole.

The above resolution was considered and approved by the Board on October 17, 2023 and is being proposed as an ordinary resolution for consideration and approval at the EGM.

5. PROPOSED ADJUSTMENT TO THE 2023 DEVELOPMENT AND INVESTMENT PLAN

Reference is made to the circular of the Company dated April 27, 2023 and the announcement of the poll results of the Company dated May 18, 2023 in relation to, among other things, the 2023 Development and Investment Plan which was considered and approved by the Shareholders at the 2022 annual general meeting held on May 18, 2023 (the “ 2023 Development and Investment Plan ”).

Taking into account the actual investment operation of the Company, the Company intends to adjust the amount of strategic investment in industrial ecology under the 2023 Development and Investment Plan, and the amount of investment is proposed to be adjusted from RMB200 million to RMB350 million, after adjustment, the overall capital investment for the 2023 Development and Investment Plan will be RMB800 million.

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LETTER FROM THE BOARD

As of the Latest Practicable Date, the amount for the Company’s industrial ecology strategic investment projects which have been delivered and are pending delivery reached approximately RMB100 million. In order to ensure the achievement of the Company’s annual strategic objectives, and taking into account the Company’s existing resources for potential investment projects, the Company intends to increase its investment in the upstream and downstream leading enterprises of the industry value chain and related enterprises in the fourth quarter, to enhance the control of the industry value chain and service capability and strengthen the Company’s profitability, and endeavor to create more value for the Shareholders. It is estimated that the scale of industrial ecology strategic investment for the current year will be approximately RMB350 million.

The aforesaid proposed adjustment to the 2023 Development and Investment Plan is in line with the Company’s development strategy and the changes in the market situation, and none of the relevant investments involve related party (connected) transactions.

The above resolution was considered and approved by the Board on October 17, 2023 and is being proposed as an ordinary resolution for consideration and approval at the EGM.

6. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated September 20, 2023 in relation to, among other things, the proposed amendments to the Articles of Association.

In order to expand the Company’s business scope and create new profit growth points, the Company proposes to provide customized software solutions for various industries through software development. Accordingly, the Company proposes to change its business scope by adding the business scope of “Software Development”.

In addition, on February 17, 2023, the State Council and the CSRC issued the “Decision of the State Council to Repeal Certain Administrative Regulations and Documents (《國務院關於廢止部分行政法規和文件的決定》)” and the “Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (《境內企業境外發行證券和上市管理試行辦法》)” (collectively, the “ New PRC Regulations ”), respectively, with effect from March 31, 2023. Meanwhile, the “Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies (《國務院關於股份有限公司境外募集股份及上市的特別規定》)” issued by the State Council on August 4, 1994 (the “ Special Regulations ”) and the “Mandatory Provisions for the Articles of Association of Companies to be Listed Overseas (ZWF [1994] No.21) (《到境外上市公司章程必備條款》(證委發[1994]21號文件))” issued by the State Council Securities Commission and the State Commission for Restructuring the Economic Systems on August 27, 1994 (the “ Mandatory Provisions ”) shall be repealed as of the effective date of the New PRC Regulations. PRC issuers shall formulate their articles of association with reference to the “Guidelines for the Articles of Association of Listed Companies (《上市公司章程指引》)” issued by the CSRC

– 17 –

LETTER FROM THE BOARD

(the “ PRC Guidelines on AoA ”) rather than the Mandatory Provisions. Pursuant to the New PRC Regulations, the Hong Kong Stock Exchange has made consequential amendments to the Hong Kong Listing Rules with effect from August 1, 2023.

Given the above, the Board proposes to make amendments to the Articles of Association in order to expand the Company’s business scope, to remove such provisions that are obsolete as a result of the repeal of the Special Regulations and the Mandatory Provisions, to reflect the New PRC Regulations, to embody certain requirements of the PRC Guidelines on AoA and so on. Details of the proposed amendments in relation to the Articles of Association are set out in the Appendix I to this circular.

The proposed amendments to the Articles of Association will not undermine the protection of the Shareholders and will not have material impact on measures relating to shareholder protection. In particular, according to the New PRC Regulations, domestic shares and H shares shall be regarded as the same class of ordinary shares and holders of domestic shares and H shares shall be no longer regarded as different classes of shareholders, the substantive rights attached to the two types of shares (including voting rights, dividends and asset distribution in case of liquidation) shall be identical. Therefore, the removal of the class meeting requirement from the Articles of Association will not undermine the protection of the Shareholders. In addition, given that there are sufficient dispute resolution channels (such as court proceedings in Mainland China and Hong Kong) to enable the Shareholders to exercise their rights under the Articles of Association, the removal of the arbitration provision from the Articles of Association and the abolition of arbitration as the sole means of dispute resolution will not affect the protection of the Shareholders.

The amended Articles of Association will become effective from the date of consideration and approval at the EGM, the Domestic Share Class Meeting and the H Share Class Meeting. Prior to that, the existing Articles of Association shall remain effective.

The above resolution was considered and approved by the Board on September 20, 2023 and is being proposed as a special resolution for consideration and approval at the EGM, the Domestic Share Class Meeting and the H Share Class Meeting.

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LETTER FROM THE BOARD

7. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

As mentioned above, considering the Company’s intention to amend the Articles of Association, the Company also proposes to make corresponding amendments to the Rules of Procedures for the General Meeting. Details of the proposed amendments to the Rules of Procedures for the General Meeting are set out in Appendix II to this circular.

The amended Rules of Procedures for the General Meeting will take effect from the date of consideration and approval at the EGM, the Domestic Share Class Meeting and the H Share Class Meeting. Prior to that, the existing Rules of Procedures for the General Meeting shall remain effective.

8. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

As mentioned above, considering the Company’s intention to amend the Articles of Association, the Company also proposes to make corresponding amendments to the Rules of Procedures for the Board of Directors. Details of the proposed amendments to the Rules of Procedures for the Board of Directors are set out in Appendix III to this circular.

The amended Rules of Procedures for the Board of Directors will become effective from the date of consideration and approval at the EGM, the Domestic Share Class Meeting and the H Share Class Meeting. Prior to that, the current Rules of Procedures for the Board of Directors shall remain effective.

9. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF SUPERVISORS

As mentioned above, considering the Company’s intention to amend the Articles of Association, the Company also proposes to make corresponding amendments to the Rules of Procedures for the Board of Supervisors. Details of the proposed amendments to the Rules of Procedures for the Board of Supervisors are set out in Appendix IV to this circular.

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LETTER FROM THE BOARD

The amended Rules of Procedures for the Board of Supervisors will become effective from the date of consideration and approval at the EGM, the Domestic Share Class Meeting and the H Share Class Meeting. Prior to that, the current Rules of Procedures for the Board of Supervisors shall remain effective.

The above resolution was considered and approved by the Board of Supervisors on September 20, 2023 and is being proposed as a special resolution for consideration and approval at the EGM, the Domestic Share Class Meeting and the H Share Class Meeting.

10. EGM AND H SHARE CLASS MEETING AND VOTING METHOD

The EGM and the H Share Class Meeting will be held by the Company at the Conference Room, 6/F, Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC at 2 p.m. on Tuesday, November 14, 2023. The notice of the EGM and the notice of the H Share Class Meeting are set out on pages 133 to 135 and pages 136 to 137 of this circular, respectively.

The register of members of the Company will be closed from Thursday, November 9, 2023 to Tuesday, November 14, 2023 (both days inclusive) for determining the entitlement of Shareholders to attend and vote at the EGM and/or the H Share Class Meeting, during which period no transfers of Shares will be registered. To be eligible to attend and vote at the EGM and/or the H Share Class Meeting, all completed transfer documents together with the relevant share certificates must be 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 (for H Shareholders) or the registered office of the Company, at Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC (for Domestic Shareholders) not later than 4:30 pm on Wednesday, November 8, 2023. All Shareholders whose names appear on the register of members of the Company on Tuesday, November 14, 2023 are entitled to attend and vote at the EGM and/or the H Share Class Meeting.

Forms of proxy for the EGM and the H Share Class Meeting are enclosed with this circular, respectively, and are available on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.htd.cn). Shareholders who intend to appoint proxies to attend the EGM and/or the H Share Class Meeting are requested to complete and return the form(s) of proxy to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for H Shareholders) or the registered office of the Company, at Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC (for Domestic Shareholders) not later than 24 hours before the time of the EGM and/or the H Share Class Meeting. Completion and return of the form(s) of proxy will not preclude Shareholders from attending and voting in person at the EGM and/or the H Share Class Meeting or any adjournment thereof should they so wish at that time.

– 20 –

LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules and Article 110 of the Articles of Association, subject to certain exceptions, all votes of the Shareholders at the general meetings must be taken by poll. Therefore, all resolutions at the EGM and the H Share Class Meeting will be taken by poll.

11. RECOMMENDATION

The Board considers that all the resolutions set out in the notice of the 2023 Second Extraordinary General Meeting and the notice of the 2023 Third H Share Class Meeting for consideration and approval by the Shareholders are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favor of all the resolutions to be proposed at the EGM and the H Share Class Meeting.

By order of the Board Huitongda Network Co., Ltd. WANG Jianguo Chairman

– 21 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Existing Articles of Association	Amended Articles of Association	Basis of Amendments
1.	Article 1 To safeguard the lawful interests of	Article 1 To safeguard the lawful interests of	The Special Regulations and the
	Huitongda Network Co., Ltd. (the “Company”)	Huitongda Network Co., Ltd. (the “Company”) and	Mandatory Provisions have been
	and its shareholders and creditors, as well as to	its shareholders and creditors, as well as to regulate	repealed;
	regulate the organization and acts of the Company,	the organization and acts of the Company, the
	the Articles of Association are formulated and	Articles of Association are formulated and enacted in	the Trial Administrative Measures
	enacted in accordance with “the Company Law of	accordance with “the Company Law of the People’s	of Overseas Securities Offering and
	the People’s Republic of China” (the “Company	Republic of China” (the “Company Law”), “the	Listing by Domestic Companies
	Law”), “the Securities Law of the People Republic	Securities Law of the People Republic of China”,	(the “Trial Measures”) has taken
	of China”, “the Special Regulations of the State	~~“the Special Regulations of the State Council on the~~	into effect.
	Council on the Overseas Offering and Listing of	~~Overseas Offering and Listing of Shares by Joint~~
	Shares by Joint Stock Limited Companies” (the	~~Stock~~ ~~Limited~~ ~~Companies”~~ ~~(the~~ ~~“~~~~Special~~
	“Special Regulations”), “the Mandatory	~~Regulations”), “the Mandatory Provisions for the~~
	Provisions for the Articles of Association of	~~Articles of Association of Companies to be Listed~~
	Companies to be Listed Overseas”, “the Letter of	~~Overseas”, “the Letter of Opinions of Overseas~~
	Opinions of Overseas Listing Department of	~~Listing Department of CSRC and Production System~~
	CSRC and Production System Department of the	~~Department~~ ~~of~~ ~~the~~ ~~State~~ ~~Commission~~ ~~for~~
	State Commission for Restructuring the Economic	~~Restructuring~~ ~~the~~ ~~Economic~~ ~~System~~ ~~on~~ ~~the~~
	System on the Supplemental Amendments to the	~~Supplemental Amendments to the Articles of~~
	Articles of Association of Companies to be Listed	~~Association of Companies to be Listed in Hong~~
	in Hong Kong”, “Opinion on the Further	~~Kong”, “Opinion on the Further Promotion of the~~
	Promotion of the Regular Operation and In-Depth	~~Regular~~ ~~Operation~~ ~~and~~ ~~In-Depth~~ ~~Reform~~ ~~of~~
	Reform of Companies Listed Overseas”, “the	~~Companies Listed Overseas”, “the Official Reply of~~
	Official Reply of the State Council on the	~~the State Council on the Adjustment of the Notice~~
	Adjustment of the Notice Period for the General	~~Period for the General Meeting and Other Matters~~
	Meeting and Other Matters Applicable to the Overseas Listed Companies”, “the Rules	~~Applicable to the Overseas Listed Companies”,~~ “the Trial Administrative Measures of Overseas
	Governing the Listing of Securities on The Stock	Securities Offering and Listing by Domestic
	Exchange of Hong Kong Limited” (the “Hong	Companies”, “the Rules Governing the Listing of
	Kong Listing Rules”) and other laws,	Securities on The Stock Exchange of Hong Kong
	administrative regulations, departmental rules,	Limited” (the “Hong Kong Listing Rules”) and
	regulatory documents, and relevant regulations of	other laws, administrative regulations, departmental
	the securities regulatory agency in the place where	rules, regulatory documents, and relevant regulations
	the Company’s shares are listed and based on the	of the securities regulatory agency in the place where
	actual conditions of the Company.	the Company’s shares are listed~~and~~, based on the actual conditions of the Company and with
		reference to the Guidelines for the Articles of
		Association of Listed Companies.

– 22 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No. Existing Articles of Association Amended Articles of Association Basis of Amendments 2. Article 2 The Company is a joint stock limited Article 2 The Company is a joint stock limited The Special Regulations have been company incorporated in accordance with the company incorporated in accordance with the repealed. Company Law, the Special Regulations and other Company Law ~~, the Special Regulations~~ and other relevant regulations. relevant regulations. The Company is a joint stock limited company The Company is a joint stock limited company wholly reorganized from Huitongda Network Co., wholly reorganized from Huitongda Network Co., Ltd. and established by way of sponsorship on Ltd. and established by way of sponsorship on December 15, 2015, and was registered with and December 15, 2015, and was registered with and has has obtained a corporate business license from the obtained a corporate business license from the Administration for Industry and Commerce of Administration for Industry and Commerce of Jiangsu Province on December 15, 2015. The Jiangsu Province on December 15, 2015. The Company’s unified social credit code is Company’s unified social credit code is 91320000566807479B. All the then shareholders 91320000566807479B. All the then shareholders of of Huitongda Network Company Limited are the Huitongda Network Company Limited are the promoters of the Company, namely Wang Jianguo, promoters of the Company, namely Wang Jianguo, Xu Xiuxian, Wang Jian, Five Star Holdings Group Xu Xiuxian, Wang Jian, Five Star Holdings Group Co., Ltd. (五星控股集團有限公司), Qian Co., Ltd. (五星控股集團有限公司), Qian Zhengming, Zhengming, Bian Huimin, Xu Weihong, Wang Bian Huimin, Xu Weihong, Wang Qilin, Li Wei, Cai Qilin, Li Wei, Cai Jingzhong, Li Yonghua, Jingzhong, Li Yonghua, Shenzhen Huasheng Fengda Shenzhen Huasheng Fengda Investment Investment Partnership (Limited Partnership) (深圳 Partnership (Limited Partnership) (深圳華晟豐達華晟豐達投資合夥企業(有限合夥)), Tianjin New 投資合夥企業(有限合夥)), Tianjin New Vision Vision Yousheng Equity Investment Partnership Yousheng Equity Investment Partnership (Limited (Limited Partnership) (天津新遠景優盛股權投資合夥 Partnership) (天津新遠景優盛股權投資合夥企業(有企業(有限合夥)), Jiangsu Province Modern Service 限合夥)), Jiangsu Province Modern Service Industry Development Venture Capital Fund (L.P.) Industry Development Venture Capital Fund (L.P.) (江蘇省現代服務業發展創業投資基金(有限合夥)), (江蘇省現代服務業發展創業投資基金(有限合 Huatai Zijin (Jiangsu) Equity Investment Fund 夥)), Huatai Zijin (Jiangsu) Equity Investment (Limited Partnership) (華泰紫金(江蘇)股權投資基金 Fund (Limited Partnership) (華泰紫金(江蘇)股權 (有限合夥)), Suzhou Industrial Park Shunwei 投資基金(有限合夥)), Suzhou Industrial Park Technology Venture Capital Partnership (Limited Shunwei Technology Venture Capital Partnership Partnership) (蘇州工業園區順為科技創業投資合夥企 (Limited Partnership) (蘇州工業園區順為科技創業(有限合夥)), Beijing Yuhui Tianxin Investment 業投資合夥企業(有限合夥)), Beijing Yuhui Management Co., Ltd.(北京宇輝天欣投資管理有限 Tianxin Investment Management Co., Ltd.(北京宇公司), and Nanjing Daoning Investment Management 輝天欣投資管理有限公司), and Nanjing Daoning Center (General Partnership) (南京道寧投資管理中 Investment Management Center (General 心(普通合夥)). Partnership) (南京道寧投資管理中心(普通合夥)).

– 23 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Amended Articles of Association		Basis of Amendments	Basis of Amendments
3.	Article 8The Articles of Association is binding on	Article 8 The Articles of Association is binding on	The Special Regulations have been
	the Company and its shareholders, directors,	the Company and its shareholders, directors,	repealed;
	supervisors and senior officer; the aforementioned	supervisors and senior officer; the aforementioned
	person(s) may assert claims in respect of the	person(s) may assert claims in respect of the	Article 10 of the PRC Guidelines on
	Company’s affairs pursuant to the Articles of	Company’s affairs pursuant to the Articles of	AoA.
	Association.	Association.
	Pursuant to the Articles of Association,	Pursuant to the Articles of Association, shareholders
	shareholders may institute legal proceedings	may institute legal proceedings against other
	against other shareholders, shareholders may	shareholders, shareholders may institute legal
	institute legal proceedings against the directors,	proceedings against the directors, supervisors,
	supervisors, general manager, and other senior	general manager, and other senior officer of the
	officer of the Company, and shareholders may also	Company, and shareholders may also institute legal
	institute legal proceedings against the Company;	proceedings against the Company; the Company may
	the Company may institute legal proceedings	institute legal proceedings against shareholders,
	against shareholders, directors, supervisors,	directors, supervisors, general manager, and other
	general manager, and other senior officer.	senior officer.
	“Legal proceedings” as mentioned in the preceding	~~“Legal proceedings” as mentioned in the preceding~~
	paragraph shall cover any legal action brought to a	~~paragraph shall cover any legal action brought to a~~
	court or any arbitration application submitted to an	~~court or any arbitration application submitted to an~~
	arbitration institution.	~~arbitration institution.~~
4.	Article 12The scope of business of the Company	Article 12 The scope of business of the Company	According to the		actual operation
	registered according to law includes computer	registered according to law includes computer	needs	of the	Company,	the
	network technology development and service,	network technology development and service, online	Company proposes to expand			the
	online sales of goods and services, wholesale and	sales of goods and services, wholesale and retail of	business scope.
	retail of electronic products, household appliances,	electronic products, household appliances,
	agricultural materials, feed, agricultural	agricultural materials, feed, agricultural machinery,
	machinery, agricultural equipment, pre-packaged	agricultural equipment, pre-packaged food, electric
	food, electric vehicles and accessories,	vehicles and accessories, automobiles and
	automobiles and accessories, home decoration and	accessories, home decoration and building materials,
	building materials, sales and service of solar	sales and service of solar power equipment and
	power equipment and accessories, technology	accessories, technology development, transfer,
	development, transfer, consultation and service in	consultation and service in the supply chain field,
	the supply chain field, enterprise management	enterprise management information consultation,
	information consultation, telecommunication	telecommunication value-added business, software
	value-added business, property leasing and	development, property leasing and property
	property management. (Projects subject to	management. (Projects subject to approval according
	approval according to law may only be carried out	to law may only be carried out after approval by
	after approval by relevant authorities)	relevant authorities)

– 24 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	No. Existing Articles of Association	No. Existing Articles of Association
	5. Article 15All shares issued by the Company shall have a par value denominated in Renminbi, which shall be RMB1 for each share. The Company shall have ordinary shares at all times. The Company may create other classes of shares if necessary, upon approval by the authorities authorized by the State Council.
		~~necessary,~~ ~~upon~~ ~~approva~~ ~~y~~ ~~authorized by the State Council.~~
	6. Article 16Subject to the approval of the securities regulatory authorities under the State Council, the Company may issue shares to qualified domestic investors and overseas investors. For the purposes of the preceding paragraph, the term “overseas investors” shall refer to the investors from foreign countries or from Hong Kong Special Administrative Region (“Hong Kong”), Macao Special Administrative Region or Taiwan region of the People’s Republic of China (“China”) who subscribe for the shares issued by the Company, and the term “domestic investors”shall refer to the investors inside China, excluding the above-mentioned regions, who subscribe for the shares issued by the Company.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association	Amended Articles of Association	Amended Articles of Association	Basis of Amendments	Basis of Amendments
7.	Article 17 The shares	issued by the Company to	Article 17The shares issued	by the Company to the	The Special Regulations	and the
	the domestic investors and to be subscribed for in		domestic investors and to	be subscribed for in	Mandatory Provisions have been
	Renminbi shall be referred to as “domestic		Renminbi shall be referred to as “domestic shares”.		repealed;
	shares”. Shares issued by the Company to overseas		Shares issued by the Company to overseas investors
	investors and to be	subscribed in a foreign	and to be subscribed in a foreign currency shall be		according to the Trial Measures, the
	currency shall be referred to as “foreign shares”.		referred to as “foreign shares”. Foreign shares listed		issuance and full circulation of
	Foreign shares listed	outside China shall be	outside China shall be referred to as “overseas listed		shares by the Company have been
	referred to as “overseas listed foreign shares”.		foreign shares”.		changed to comply with the filing
					requirements;
	Shares that have been approved for issuance by the		Both holders of domestic	shares and overseas
	authorities authorized	by the State Council and	listed foreign shares shall be the shareholders of		amendments for improvement;
	have been approved	by overseas securities	ordinary shares, and have	the same rights and
	regulatory authorities and are listed and traded in		obligations.		the duplicate content is deleted.
	overseas stock exchanges are collectively referred
	to as overseas listed shares.		Shares that have been approved/filedfor issuance by
			the authorities authorized by	the State Council and
	The overseas shares issued by the Company and		have been approved by overseas securities regulatory
	listed in The Stock Exchange of Hong Kong		authorities and are listed and traded in overseas stock
	Limited (“Hong Kong Stock Exchange”) are		exchanges are collectively referred to as overseas
	briefly referred to as H	shares, which shall be the	listed shares.
	shares listed on Hong Kong Stock Exchange,
	denominated in Renminbi, and subscribed for and		The overseas shares issued	by the Company and
	traded in a foreign currency.		listed in The Stock Exchange	of Hong Kong Limited
			(“Hong Kong Stock Exchange”) are briefly referred
			to as H shares, which shall be the shares listed on
			Hong Kong Stock Exchange, denominated in
			Renminbi, and subscribed for	and traded in a foreign
			currency.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Articles of Association	Existing Articles of Association	Amended Articles of Association	Amended Articles of Association
For the purposes of the preceding paragraph, the		For the purposes of the preceding paragraph, the term
term “foreign currency” shall refer to the lawful		“foreign currency” shall refer to the lawful currency
currency of	a country or area outside China, which	of a country or area outside China, which is
is recognized by the State Administration of		recognized by the State Administration	of Foreign
Foreign Exchange and can be used to pay for the		Exchange and can be used to pay for the shares of the
shares of the Company.		Company.
To the extent permitted by the relevant laws,		To the extent permitted by the relevant laws,
administrative regulations and departmental rules,		administrative regulations and departmental rules,
the shareholders of the Company may list and		~~the shareholders of the Company may list and trade~~
trade the	unlisted shares overseas with the	~~the unlisted shares overseas with the approval of the~~
approval of the relevant regulatory authorities,		~~relevant regulatory authorities, such as the securities~~
such as the	securities regulatory authorities under	~~regulatory~~ ~~authorities~~ ~~under~~ ~~the~~ ~~State~~
the State Council. The listing and trading of the aforesaid shares in foreign stock exchanges shall		~~Council.~~shareholders holding unlisted domestic shares of the Company may apply for the
be subject to the regulatory procedures,		conversion of domestic unlisted shares held by
regulations	and requirements of overseas stock	them into overseas listed shares for the listing and
markets.		trading of such shares on an overseas stock
		exchange. The aforesaid shareholders shall entrust
		the Company to file with the securities regulatory
		authority of the State Council. The aforesaid
		applications, filings and other matters are not
		subject to voting at ageneral meeting.The listing
		and trading of the aforesaid shares in foreign stock
		exchanges shall be subject to the	regulatory
		procedures, regulations and requirements	of overseas
		stock markets.
		The unlisted domestic shares as mentioned in the
		preceding paragraph shall be the domestic shares
		issued by the Company but not listed or traded on
		the domestic stock exchange(s).

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Articles of Association	Existing Articles of Association	Amended Articles of Association	Amended Articles of Association	Amended Articles of Association
With the approval of the securities regulatory		~~With the approval ~~		~~of the securities regulatory~~
authorities under the State Council and the Hong		~~authorities under ~~	~~the State Council and the Hong~~
Kong Stock Exchange, the holders of domestic		~~Kong Stock Exchange, the holders of domestic shares~~
shares of the Company may transfer all or part of		~~of the Company may~~		~~transfer all or part of the shares~~
the shares held by them to foreign investors and		~~held by them to foreign investors and list them~~
list them overseas; the domestic shares of the		~~overseas; the domestic shares of the Company are~~
Company are approved can be converted in whole		~~approved can be ~~	~~converted in whole or in part into~~
or in part into foreign shares, and the converted		~~foreign shares, and the converted foreign shares can~~
foreign shares can be listed and	traded in overseas	~~be listed and traded in overseas stock exchanges. The~~
stock exchanges. The listing and trading of the		~~listing and trading of the transferred or converted~~
transferred or converted shares	in overseas stock	~~shares in overseas stock exchanges shall be subject to~~
exchanges shall be subject to the regulatory		~~the~~ ~~regulatory~~	~~procedures,~~ ~~regulations~~ ~~and~~
procedures, regulations and	requirements of	~~requirements of overseas stock markets.~~
overseas stock markets.
For the listing and trading of transferred shares in		~~For the listing and trading of transferred shares in~~
overseas stock exchanges or the conversion of		~~overseas stock exchanges or the conversion of~~
domestic shares into foreign shares and the listing		~~domestic shares into foreign shares and the listing~~
and trading of such shares in overseas stock		~~and trading of ~~	~~such shares in overseas stock~~
exchanges, there is no need to hold a general		~~exchanges, there is no need to hold a general meeting~~
meeting or a class meeting for	voting. After the	~~or a class meeting for voting. After the conversion of~~
conversion of domestic shares into overseas listed		~~domestic shares into overseas listed foreign shares,~~
foreign shares, they shall be in	the same class of	~~they shall be in ~~	~~the same class of shares as the~~
shares as the original overseas listed foreign shares		~~original overseas ~~	~~listed foreign shares listed in the~~
listed in the same overseas stock exchange.		~~same overseas stock~~		~~exchange.~~

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association			Amended Articles of Association	Amended Articles of Association			Basis of Amendments	Basis of Amendments	Basis of Amendments
8.	Article 20 Upon the approval of the plan	for	Deleted				The	Special	Regulations and		the
	issuing overseas listed foreign shares and domestic						Mandatory Provisions have been
	shares by the securities regulatory authorities						repealed.
	under the State Council, the Board of Directors of
	the Company may arrange for the implementation
	of such plan by means of separate issuances.
	The Company’s plan for separate issuances of
	overseas listed foreign shares and domestic shares
	in accordance with the preceding paragraph	may
	be implemented separately within 15 months from
	the date of approval by the securities regulatory
	authorities under the State Council.
9.	Article 21 If the Company issues overseas listed		Deleted				The	Special	Regulations and		the
	foreign shares and domestic shares separately						Mandatory Provisions have been
	within the total amount of shares specified in the						repealed.
	issue plan, such issues shall be fully subscribed for
	at their respective offerings; if the shares cannot be
	fully subscribed for once due to special
	circumstances, the shares may, subject to	the
	approval of the securities regulatory authorities
	under the State Council, be issued in several
	stages.
10.	Addition		Article	20 The Company or its subsidiaries			The Mandatory Provisions have been
			(including affiliates of the Company) shall not				repealed;
			provide	any assistance in manners including gift,
			advance	funds, guarantee, compensation or		loans	Article 21 of the PRC Guidelines on
			to a person who is acquiring or		is proposing to		AoA;
			acquire	shares in the Company.
							the position of original Article 33 of
							the	Articles	of	Association	is
							relocated to		this	Article, and	the
							content is adjusted.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Amended Articles of Association	Amended Articles of Association	Basis of Amendments
11.	Article 22 In accordance with the laws and regulations, the Company may, based on its	Article 2~~2~~1 In accordance with the laws and regulations, the Company may, based on its operating		The Mandatory Provisions have been repealed;
	operating and development needs and the	and development needs and the resolution of the
	resolution of the general meeting, increase its	general meeting, increase its capital by the following		Article 22 of the PRC Guidelines on
	capital by the following methods:	methods:		AoA.
	(I) by offering new shares to non-specified investors;	(I) by ~~offering new~~public offering of shares ~~to~~ ~~non-specified investors~~;
	(II) by offering new shares to specified investors;	(II) by ~~offering new~~private placement of shares ~~to~~ ~~specified investors~~;
	(III) by placing or allotting new shares to existing
	shareholders;	(III) by ~~placing or ~~allotting ~~new~~bonus shares to existing shareholders;
	(IV) by capitalizing its capital reserve;
		(IV) by capitalizing its capital reserve;
	(V) by any other method which is permitted by
	laws and administrative regulations and the	(V) by any other method which is permitted by laws
	relevant regulatory authorities.	and administrative regulations and the relevant
		regulatory authorities.
	The Company’s increase in capital by issuing new
	shares shall be handled in accordance with the	The Company’s increase in capital by issuing new
	procedures set out in relevant laws, administrative	shares shall be handled	in accordance with the
	regulations and the Hong Kong Listing Rules after	procedures set out in relevant laws, administrative
	having been approved in accordance with the	regulations and the Hong	Kong Listing Rules after
	Articles of Association.	having been approved in accordance with the Articles
		of Association.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Amended Articles of Association	Amended Articles of Association	Amended Articles of Association	Basis of Amendments
12.	Article 24Under the following circumstances, the Company may repurchase its shares in accordance	Article 2~~4~~3 Under the following circumstances, the Company may repurchase its shares in accordance			Article 26 of the PRC Guidelines on AoA.
	with the provisions of the relevant laws,	with the provisions of the relevant laws, administrative
	administrative regulations, departmental rules and	regulations, departmental rules and the Articles of
	the Articles of Association:	Association:
	(I) to reduce the registered capital of the Company;	(I) to reduce the registered capital		of the Company;
	(II) to merge with other companies that hold the	(II) to merge with other companies that hold the
	shares of the Company;	shares of the Company;
	(III) to use the shares for the Employee Stock	(III) to use the shares for the		Employee Stock
	Ownership Plan or as the equity incentive;	Ownership Plan or as the equity incentive;
	(IV) the shareholders who disagree with the	(IV) the shareholders who disagree with the merger
	merger or separation resolution made by the	or separation resolution	made by the general meeting
	general meeting ask the Company to acquire their	ask the Company to acquire their shares;
	shares;
		(V) to use the shares in the conversion of the
	(V) to use the shares in the conversion of the	convertible corporate bonds issued		by the Company;
	convertible corporate bonds issued by the
	Company;	(VI) necessary for protecting the company value and
		the shareholders’ equity;
	(VI) necessary for protecting the company value
	and the shareholders’ equity;	(VII) any other circumstances required by the laws,
		administrative regulations, departmental rules, and
	(VII) any other circumstances required by the	the regulatory rules	of the place where the
	laws, administrative regulations, departmental	Company’s shares are listed.
	rules, and the regulatory rules of the place where
	the Company’s shares are listed.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.		Existing Articles of Association Amended Articles of Association	Existing Articles of Association Amended Articles of Association		Basis of Amendments
	Except for the above situations, the Company shall Except for the above situations, the Company shall
	not engage in the activity of trading its		shares. not engage in the activity of trading its shares.
	The repurchase of shares by the Company for the The repurchase of shares by the Company for the
	reasons set out in subparagraphs (I) and (II) above reasons set out in subparagraphs (I) and (II) above
	shall be subject to the resolution of the general shall be subject to the resolution of the general
	meeting. The repurchase of shares by the		Company meeting. The repurchase of shares by the Company
	for the reasons set out in item (III), item (V) and for the reasons set out in item (III), item (V) and item
	item (VI) above shall be subject to the resolution made at a board meeting attended by two-thirds or (VI) above ~~shall~~ may be subject to the resolution made at a board meeting attended by two-thirds or
	more of the directors.		more of the directors in accordance with the
			authorization of thegeneral meeting.
	In terms of the domestic shares, the shares
	repurchased by the Company shall be processed in In terms of the domestic shares, the shares
	the following ways: for the circumstance in item repurchased by the Company shall be processed in
	(I), such shares shall be canceled in 10 days after the following ways: for the circumstance in item (I),
	the date of repurchase; for the circumstance in such shares shall be canceled in 10 days after the date
	item (II) or (IV), such shares shall be transferred of repurchase; for the circumstance in item (II) or
	or canceled in 6 months; for the circumstance in (IV), such shares shall be transferred or canceled in 6
	item (III), (V) or (VI), the total number		of shares months; for the circumstance in item (III), (V) or
	held by the Company shall not exceed 10% of the (VI), the total number of shares held by the Company
	total issued shares of the Company, and such shall not exceed 10% of the total issued shares of the
	shares shall be transferred or canceled in 3 years. Company, and such shares shall be transferred or
			canceled in 3 years.
	If it is otherwise specified in provisions of the
	laws, administrative regulations, departmental If it is otherwise specified in provisions of the laws,
	rules and relevant rules of the securities regulatory administrative regulations, departmental rules and
	authorities where the Company’s shares		are listed relevant rules of the securities regulatory authorities
	on the handling of the matters involved in the where the Company’s shares are listed on the
	aforementioned share repurchase, such provisions handling of the matters involved in the
	shall prevail.		aforementioned share repurchase, such provisions
			shall prevail.
	If the Company purchases its shares, it shall
	perform its obligation of information disclosure If the Company purchases its shares, it shall perform
	according to law.		its obligation of information disclosure according to
			law.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Amended Articles of Association
13.	Article 25 The Company may repurchase its shares in one of the following manners:	Article 2~~5~~4The Company may repurchase its shares ~~in one of the following manners:~~ through open centralized trading or otherwise approved by	The Mandatory Provisions have been repealed;
	(I) by issuing repurchase offer to all the	laws, administrative regulations and the China	Article 25 of the PRC Guidelines on
	shareholders based on the same proportion;	Securities Regulatory Commission.	AoA.
	(II) through public trading on the stock exchange;	~~(I) by issuing repurchase offer to all the shareholders~~
		~~based on the same proportion;~~
	(III) through agreement outside the stock
	exchange;	~~(II) through public trading on the stock exchange;~~
	(IV) other methods permitted by laws,	~~(III) through agreement outside the stock exchange;~~
	administrative statutes and regulatory authorities.
		~~(IV) other methods permitted by laws, administrative~~
		~~statutes and regulatory authorities.~~
		Thepurchase of shares by the Company under any
		of the circumstances set forth in sub-paragraph
		(III), (V) and(VI) of the firstparagraph of Article
		23, shall be conducted through open centralized
		trading.
14.	Article 26 The Company may, with the prior	Deleted	The Mandatory Provisions have been
	approval of the general meeting in accordance		repealed;
	with the Articles of Association, repurchase its
	shares through agreement outside the stock		the relevant requirements under
	exchange. With prior approval of the general		Appendix III to the Hong Kong
	meeting in the same manner, the Company may		Listing Rules have been deleted.
	rescind or amend contracts concluded in the
	manner set forth above or waive any of its rights
	under such contracts.
	The contract to repurchase shares referred to above
	includes but not limited to such agreement for the
	commitment to fulfill the obligations of share
	repurchase and acquisition of the rights to
	repurchase shares.
	The Company shall not assign a contract for the
	repurchase of its own shares or any of its rights
	thereunder.
	Where the Company has the right to purchase the
	redeemable shares, the purchase price shall be
	limited to a maximum price if the purchases are
	not made through the market or by tender; if the
	purchases are made by tender, tenders shall be
	made available to all shareholders on the same
	terms.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association			Basis of Amendments
15.	Article 28Unless the Company is in the course of		Deleted	The Mandatory Provisions have been
	liquidation, it shall comply with the following			repealed.
	provisions in repurchasing its issued and
	outstanding shares:
	(I) Where the Company repurchases its shares at
	par value, the payment shall be made out	of the
	book balance of distributable profits of the
	Company or out of the proceeds from the issuance
	of new shares for that purpose;
	(II) Where the Company repurchases its shares at
	a premium to their par value, payment up to the par
	value shall be made out of the book balance of
	distributable profits of the Company or out	of the
	proceeds from the issuance of new shares made for
	that purpose. Payment of the portion in excess of
	the par value shall be effected as follows:
	1. If the shares repurchased were issued at their par
	value, the payment shall be made out of the book
	balance of distributable profits of the Company;
	2. If the shares repurchased were issued at a
	premium to their par value, the payment shall be
	made out of the book balance of distributable
	profit or out of the proceeds from the issuance of
	new shares made for that purpose; provided that
	the amount paid out of the proceeds from the
	issuance of new shares shall not exceed the total
	premium obtained at the time of issuance	of the
	old shares or the current amount of the Company’s
	premium account (or capital common reserve
	account) (including the premiums from the
	issuance of new shares) at the time of repurchase;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association	Amended Articles of Association
	(III) The sums paid by the	Company for the
	purposes set forth below shall	be paid out of the
	Company’s distributable profits:
	1. acquisition of the right to repurchase its own
	shares;
	2. modification of any contract	for repurchasing its
	own shares;
	3. release from any of its obligations under any
	repurchase contract.
	(IV) After the par value of the canceled shares has
	been deducted from the registered capital of the
	Company in accordance with relevant provisions,
	that portion of the amount deducted from the
	distributable profit for the payment of the par
	value portion of the shares repurchased shall be
	transferred to the Company’s premium account (or
	capital common reserve account).
	If it is otherwise specified in the provisions of the
	laws, administrative regulations and relevant rules
	of the securities regulatory authorities on the
	financial treatment involved in	the aforementioned
	share repurchase, such provisions shall prevail.
16.	Article 29Unless otherwise specified in the laws, administrative regulations, the Listing Rules and		Article 2~~9~~6 ~~Unless otherwise specified in the laws,~~ ~~administrative regulations, the Listing Rules and by~~	The Mandatory Provisions have been repealed;
	by the securities regulatory authorities in the place		~~the securities regulatory authorities in the place~~
	where the shares of the Company are listed, the paid-up shares of the Company can be freely		~~where the shares of the Company are listed, the~~The ~~paid-up ~~shares of the Company can be freely	Article 27 of the PRC Guidelines on AoA.
	transferred in accordance with laws and are not		transferred in accordance with laws ~~and are not~~
	subject to any lien. The shares of the Company		~~subject to any lien~~. The shares of the Company may
	may be donated, inherited	and pledged in	be donated, inherited and pledged in accordance with
	accordance with relevant laws, administrative		relevant laws, administrative regulations and the
	regulations and the Articles of Association. The transfer of shares shall be registered with the local		Articles of Association~~. The transfer of shares~~, and shall be registered with the local stock registration
	stock registration institution	entrusted by the	institution entrusted by the Company.
	Company.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Amended Articles of Association	Amended Articles of Association	Basis of Amendments
17.	Article 30All the fully paid-up H-shares are freely transferable pursuant to the Articles of Article~~30~~27~~All the fully paid-up H-shares are freely~~ ~~transferable pursuant to the Articles of Association.~~			The Mandatory Provisions have been repealed;
	Association. However, the Board of Directors may ~~However, the Board of Directors may refuse to~~
	refuse to recognize any instrument of transfer ~~recognize any instrument of transfer ~~		~~without giving~~	the relevant requirements under
	without giving any reasons thereof, unless: ~~any reasons thereof, unless:~~			Appendix III to the Hong Kong
				Listing Rules have been deleted.
	(I) the instrument of transfer and other documents ~~(I) the instrument of transfer and other documents~~
	relating to or affecting the ownership of any share ~~relating to or affecting the ownership of any share~~
	shall be registered, and the fees shall not exceed ~~shall be registered, and the fees shall~~		~~not exceed the~~
	the maximum fee set out in the Listing Rules by ~~maximum fee set out in the~~	~~Listing Rules by the Hong~~
	the Hong Kong Stock Exchange from time to time; ~~Kong Stock Exchange from time to time;~~
	(II) the instrument of transfer involves only the ~~(II) the instrument of transfer involves only the~~
	H-shares; ~~H-shares;~~
	(III) the stamp duty payable in respect of the ~~(III) the stamp duty payable in respect of the~~
	instrument of transfer has been paid; ~~instrument of transfer has~~	~~been paid;~~
	(IV) the relevant share certificates and evidence ~~(IV) the relevant share certificates ~~		~~and evidence~~
	reasonably required by the Board of Directors ~~reasonably required by ~~	~~the Board ~~	~~of Directors~~
	showing that the transferor has the rights to ~~showing that the transferor has the rights to transfer~~
	transfer such shares shall be provided; ~~such shares shall be provided;~~
	(V) if the shares are transferred to joint holders, ~~(V) if the shares are transferred to joint holders, the~~
	the number of joint holders shall not exceed four; ~~number of joint holders shall not exceed four;~~
	(VI) the relevant shares are free of any lien in ~~(VI) the relevant shares are free of any lien in favor~~
	favor of the Company; and ~~of the Company; and~~
	(VII) the shares shall not be transferred to minors ~~(VII) the shares shall not be transferred to minors or~~
	or persons of unsound mind or under legal ~~persons of unsound mind or under legal incapacity.~~
	incapacity.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Amended Articles of Association			Basis of Amendments	Basis of Amendments	Basis of Amendments
	If the Board of Directors refuses to register the	~~If the Board of Directors refuses to register the~~
	transfer of shares, the Company shall give the	~~transfer of shares, the Company shall give the~~
	transferor and transferee a notice of refusal to	~~transferor and transferee a notice of refusal to register~~
	register the transfer of shares within two months	~~the transfer of shares within two months from the~~
	from the date of the formal application for transfer.	~~date of the formal application for transfer. ~~All the
	All the H-shares shall be transferred by way of	H-shares shall be transferred by way of written
	written transfer instrument in an ordinary or	transfer instrument in an ordinary or general format,
	general format, or any other format acceptable to	or any other format acceptable to the Board	of
	the Board of Directors (including the standard	Directors (including the standard transfer format	or
	transfer format or form of transfer as prescribed	form of transfer as prescribed from time to time by
	from time to time by the Hong Kong Stock	the Hong Kong Stock Exchange). A written transfer
	Exchange). A written transfer instrument may be	instrument may be signed by hand or (where the
	signed by hand or (where the transferor or	transferor or transferee is a corporation) by the
	transferee is a corporation) by the effective	effective company seal. If the transferor or transferee
	company seal. If the transferor or transferee is a	is a recognized clearing house as defined in the laws
	recognized clearing house as defined in the laws of	of Hong Kong (the “Recognized Clearing House”)
	Hong Kong (the “Recognized Clearing House”)	or its agent, the written transfer instrument may be
	or its agent, the written transfer instrument may be	signed by hand or in a machine-printed form.
	signed by hand or in a machine-printed form.
	All the transfer instruments shall be kept at the	All the transfer instruments shall be kept at the legal
	legal address of the Company or such address as	address of the Company or such address as the Board
	the Board of Directors may specify from time to	of Directors may specify from time to time.
	time.
18.	Section 4 Financial Assistance for the Purchase	Deleted		The	Mandatory Provisions have been
	of Shares of the Company			repealed.
19.	Article 33 The Company or its subsidiaries	Deleted		The	Mandatory Provisions have been
	(including affiliates of the Company) shall not at			repealed,		the position of original
	any time provide any financial assistance to			Article		33 of	the Articles	of
	purchasers or potential purchasers of the			Association is relocated to Article 20
	Company’s shares by way of gift, advance,			of the Articles of			Association, and the
	guarantee, compensation or loans. The aforesaid			content is adjusted.
	purchasers include the persons directly or
	indirectly incurring obligations because of the
	purchase of the Company’s shares.
	The Company or its subsidiaries (including
	affiliates of the Company) shall not at any time or
	in any form provide any financial assistance to the
	aforesaid obligors for the purpose of reducing or
	discharging their obligations.
	This Article shall not be applicable to such
	circumstances as stated in Article 35 hereof.

– 37 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association		Basis of Amendments
20.	Article 34The	“financial assistance” referred to in	Deleted	The Mandatory Provisions have been
	this chapter shall include (but is not limited to)			repealed.
	financial assistance in the forms set out below:
	(I) gift;
	(II) guarantee (including the assumption of
	liability by the	guarantor or the provision of assets
	by the guarantor to secure the performance of the
	obligation by	the obligor), compensation (other
	than compensation in respect of the Company’s
	own fault), relief or waiver of rights;
	(III) provision	of a loan or the conclusion of any
	other agreement under which the obligations of the
	Company are to be fulfilled before the obligations
	of another party, or the change in parties to or the
	assignment of	rights under such loan or contract;
	(IV) any other	form of financial assistance given
	by the Company when the Company is insolvent or
	has no net assets or when its net assets would
	thereby be reduced to a material extent.
	“Incurring an	obligation” as mentioned in this
	chapter shall include incurring an obligation by
	making a contract or arrangement (whether
	enforceable or	unenforceable, and whether made
	on one’s own account or with any other person) or
	by changing one’s financial position by any other
	means.

– 38 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association		Basis of Amendments
21.	Article 35The acts listed below are not prohibited		Deleted	The Mandatory Provisions have been
	by Article 33 of the Articles of	Association,		repealed.
	subject to any prohibitions by the relevant laws,
	administrative regulations, departmental rules and
	normative documents:
	(I) the provision of financial assistance by the
	Company which is for the benefit of the Company
	in good faith and the main purpose of	which is not
	to purchase shares of the Company, or	the financial
	assistance which is an incidental part of a master
	plan of the Company;
	(II) the lawful distribution of the Company’s assets
	as dividends;
	(III) the distribution of dividends in	the form of
	shares;
	(IV) a reduction of registered capital, a repurchase
	of shares, capital restructuring, etc. in accordance
	with the Articles of Association;
	(V) the provision of loans by the Company within
	its scope of business and in the ordinary course of
	its business (provided that the net assets of the
	Company shall not be reduced or that,	to the extent
	that the assets were thereby reduced, the financial
	assistance was paid out of the	Company’s
	distributable profits);
	(VI) contributions made by the Company to the
	ESOP (provided that the net assets of the Company
	shall not be reduced or that, to the extent that the
	assets were thereby reduced,the financial
	assistance was paid out of the	Company’s
	distributable profits).

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association			Basis of Amendments
22.	Section 5 Share Certificates and Register of		Deleted	–
	Shareholders
23.	Article 36The share certificates	of the Company	Deleted	The	Special Regulations and the
	shall be in registered form. The share certificates			Mandatory Provisions have been
	of the Company shall contain the particulars as			repealed;
	required by the Company Law, and any other items
	as required by the stock exchange on which the			the	relevant requirements under
	shares of the Company are listed.			Appendix III to the Hong Kong
				Listing Rules have been deleted.
	The Overseas Listed Shares	issued by the
	Company may take the form of certificates of
	overseas depository receipt or	other derivative
	forms of share certificates pursuant to the laws of
	the listing venue and local practices governing the
	registration and deposit of securities.
	If the share capital of the Company includes
	non-voting shares, the words “non-voting” shall be
	inserted into the names of such shares. Where the
	share capital includes shares with different voting
	rights, the words “limited voting rights” or
	“restricted voting rights” shall be inserted into the
	name of each class of shares (other than those with
	the most favorable voting rights).

– 40 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association		Basis of Amendments
24.	Article 37 When its H-shares are listed in the	Deleted	The Special Regulations and the
	Hong Kong Stock Exchange, the Company shall		Mandatory Provisions have been
	ensure that all the H-share documents (including		repealed.
	the H-share certificates) contain the following
	statements, and shall direct and cause its Share
	Transfer Registry to refuse to register the
	subscription, purchase or transfer of its shares in
	the name of any individual holder unless and until
	such individual holder has submitted to the Share
	Transfer Registry a duly signed form relating to
	such shares which contains the following
	statements:
	(I) The share purchasers and the Company and
	each shareholder, as well as the Company and each
	shareholder, agree to abide by and comply with the
	Company Law, Special Provisions, other relevant
	laws and administrative regulations and the
	Articles of Association;
	(II) The share purchasers agree with the Company,
	and each of its shareholders, directors, supervisors
	and general manager and other senior officers, the
	Company (for itself and on behalf of each of its
	directors, supervisors and general manager and
	other senior officers) agrees with each of the
	shareholders that, disputes or claims in connection
	with the affairs of the Company arising out of the
	Articles of Association or rights or obligations
	under the Company Law or other relevant laws or
	administrative regulations shall be submitted for
	arbitration in accordance with the Articles of
	Association, that they shall be deemed to have
	authorized the tribunal to hear in public and
	publish its award for any arbitration submitted,
	and that the award shall be final;
	(III) The share purchasers agree with the Company
	and each of its shareholders that the shares of the
	Company may be freely transferred by its holders;
	(IV) The share purchaser authorizes the Company
	to enter into, on its behalf, a contract with each of
	the directors, general manager and other senior
	officers who undertake to abide by and perform
	their duties to the shareholders as prescribed in the
	Articles of Association.

– 41 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association		Basis of Amendments
25.	Article 38Share certificates shall be signed by the	Deleted	The Mandatory Provisions have been
	chairman of the Board of Directors. Where the		repealed;
	stock exchange on which the Company’s shares are
	listed requires that the share certificates shall be		the relevant requirements under
	signed by the general manager or other senior		Appendix III to the Hong Kong
	officers of the Company, the share certificates		Listing Rules have been deleted.
	shall also be signed by the general manager and
	other relevant senior officers. The share
	certificates shall take effect after being affixed, or
	affixed by way of printing, with the seal of the
	Company. The affixing of the Company’s seal on
	share certificates shall be authorized by the Board
	of Directors. The signatures of the chairman of the
	Board of Directors, the general manager or other
	relevant senior officers of the Company on the
	share certificates may also be in printed form.
	Under the conditions of paperless issuance and
	transactions of the Company’s shares, the
	requirements otherwise stipulated by the securities
	regulatory authorities and stock exchanges of the
	places where the shares of the Company are listed
	shall prevail.

– 42 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.		Existing Articles of Association		Basis of Amendments
26.	Article 39 The Company shall keep a register of Deleted			The Mandatory Provisions have been
	shareholders containing the following particulars			repealed.
	or	register the shareholders pursuant to the
	provisions of the laws, administrative regulations,
	departmental rules and the Hong Kong Listing
	Rules:
	(I)	the name (title), address (domicile), occupation
	or nature of each shareholder;
	(II) the class and number of shares held by each
	shareholder;
	(III) the amount paid or payable on the shares held
	by	each shareholder;
	(IV) the serial numbers of the shares held by each
	shareholder;
	(V) the date on which each shareholder was
	registered as a shareholder; and
	(VI) the date on which each shareholder ceased to
	be	a shareholder.
	The register of shareholders shall be the sufficient
	evidence of the shareholders’ shareholding		in the
	Company, unless there is any evidence		to the
	contrary.
	Subject to the Articles of Association and other
	applicable provisions, upon transfer of the
	Company’s shares, the name of the transferee of
	the	shares will be registered in the register of
	shareholders as the holder of such shares.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of	Association	Amended Articles of Association	Basis of Amendments
27.	Article 40Transfer of shares shall be recorded in		Deleted	The Special Regulations and the
	the register of shareholders. The Company may, in			Mandatory Provisions have been
	accordance with the understanding and agreement			repealed.
	reached between the securities regulatory
	authorities under the State Council and the
	overseas securities regulatory authorities, keep the
	register of shareholders for overseas listed foreign
	shares outside China and appoint overseas
	agencies to maintain such register. The original
	register of shareholders for overseas listed foreign
	shares listed in Hong Kong shall be maintained in
	Hong Kong, and the register of shareholders for
	overseas listed foreign shares	shall be available for
	inspection by shareholders.
	Copies of the register of shareholders for overseas
	listed foreign shares shall be kept at the
	Company’s legal address. The entrusted overseas
	agencies shall at all times maintain the consistency
	of the original register of shareholders for overseas
	listed foreign shares and the	copies thereof.
	In case of any inconsistency	between the original
	and copies of the register	of shareholders for
	Overseas Listed Foreign Shares, the original shall
	prevail.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association		Basis of Amendments	Basis of Amendments
28.	Article 41 The Company shall keep a complete		Deleted	The Mandatory Provisions have been
	register of shareholders.			repealed.
	The register of shareholders shall include the
	following parts:
	(I) the register of shareholders other than those set
	out in paragraphs (II) and (III) below kept at the
	Company’s legal address;
	(II) the register of shareholders for overseas listed
	foreign shares kept at the place where the overseas
	stock exchange in which those shares are listed is
	located;
	(III) The register of shareholders maintained in
	other place(s) as the Board of Directors thinks fit
	for the purpose of listing the shares of the
	Company.
29.	Article 42 Different parts of the register of		Deleted	The Mandatory Provisions have been
	shareholders shall not overlap. The transfer of			repealed.
	shares registered in a certain part of the register of
	shareholders shall not, during the continuance of
	the registration of such shares on that part of the
	register, be registered in any other part of the
	register.
	Changes and corrections to each part of the
	register of shareholders	shall be carried out in
	accordance with the laws	of the places where that
	part is kept.
30.	Article 44When the Company convenes a general		Deleted	The original Article 44 of the Articles
	meeting, distributes dividends, is liquidated or			of Association is consolidated with
	carries out other activities which require the			the original Article 49 of the Articles
	determination of shareholdings, the Board of			of Association due to the deletion of
	Directors shall fix a record date for the purpose of			Section 5	of Chapter III of the
	determining the shareholding. A person who is			Articles of Association.
	registered in the register as a shareholder as of the
	end of the record date shall be a Shareholder of the
	Company.

– 45 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Amended Articles of Association	Basis of Amendments
31.	Article 45Any person that challenges the register	Deleted	The Mandatory Provisions have been
	of shareholders and requests for its name to be		repealed.
	recorded into or removed from the register may
	apply to a competent court for correction of the
	register.
32.	Article 46 Any shareholder that is registered on	Deleted	The Mandatory Provisions have been
	the register of shareholders or requests for its		repealed.
	name to be recorded into the register of
	shareholders may apply to the Company for
	issuance of a replacement certificate in respect of
	such shares (“Relevant Shares”) if its share
	certificate (“Original Share Certificate”) is lost.
	In the event that a shareholder of domestic shares
	loses its share certificate(s) and applies for issuing
	replacement share certificate(s), it shall follow the
	procedures as stipulated in the Company Law.
	In the event that a shareholder of overseas listed
	foreign shares loses its share certificate(s) and
	applies for issuing replacement share
	certificate(s), it shall follow the procedures as
	required by the laws, rules of the stock exchange
	or any other related regulation in the place where
	the register of shareholders for such overseas
	listed foreign shares is kept.

– 46 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	No.	Existing Articles of Association	Amended Articles of Association		Basis of Amendments
		In the event that a shareholder of Overseas-Listed
		Foreign Shares loses its share certificate(s) and
		applies for issuing replacement share
		certificate(s), such issue shall be subject to the
		following conditions:
		(I) The applicant is required to lodge its
		application in standard form as specified by the
		Company with a notarization or a statutory
		declaration. The notarization or statutory
		declaration shall contain the reasons for the
		application, the details and evidence for the loss of
		the share certificates, and the declaration to state
		that no other persons are entitled to be registered
		as shareholders of the Relevant Shares;
		(II) The Company has not received, prior to the
		Company’s decision for the issue of replacement
		share certificates, any declaration from any
		person(s) other than the applicant to request to be
		registered as the shareholder of the Relevant
		Shares.
		(III) If the Company decides to issue a
		replacement share certificate to the applicant, it
		shall publish a public announcement of its
		intention to do so in the newspapers or periodicals
		designated by the Board of Directors. The period
		of the public announcement shall be 90 days,
		during which such announcement shall be
		published repeatedly at least once every 30 days.
		(IV) The Company is required, prior to the
		publication of the announcement on the issue of
		replacement share certificates, to deliver to the
		stock exchange where the relevant shares are listed
		a copy of the same announcement. The
		announcement is allowed to be published once the
		Company has received the confirmation of the
		stock exchange that the announcement has been
		posted in the stock exchange. The Company shall
		post the public announcement in the stock
		exchange for a period of 90 days;

– 47 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association
	If the application for issuance of a replacement
	share certificate was made without the consent of
	the registered holder of the Relevant Shares, the
	Company shall mail to such shareholder a
	photocopy of the public announcement that it
	intends to publish;
	(V) If the Company has not received any
	objections from any person in respect of the issue
	of replacement share certificates upon the
	expiration of the 90-day period for the posting of
	the announcement as required in paragraphs (III)
	and (IV) of this Article, the Company may issue
	the replacement share certificates according to the
	application of the applicant;
	(VI) When the Company issues a replacement
	share certificate in accordance with this Article, it
	shall immediately cancel the Original Share
	Certificate and record such cancellation and the
	issuance of the replacement share certificate in the
	register of shareholders;
	(VII) The applicant shall bear all the costs incurred
	to the Company for the cancellation of the original
	share certificates and the issue of replacement
	share certificates. The Company shall have the
	right to refuse to take any action until the applicant
	has provided a reasonable guarantee.
33.	Article 47 Upon the issue of replacement share	Deleted	The Mandatory Provisions have been
	certificates by the Company according to the		repealed.
	provisions of the Articles of Association, the
	names of the bona fide purchasers who have
	acquired such new share certificates or the
	shareholders (if they are bona fide purchasers)
	who have been subsequently registered as the
	holders of the relevant shares shall not be removed
	from the register of shareholders.
	The Company is not liable to compensate for any
	losses incurred to any person as a result of the
	cancellation of the original share certificates or the
	issuance of the replacement share certificates,
	unless such person is able to prove that there is
	fraud on the part of the Company.

– 48 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Amended Articles of Association
34.	Article 48 The shareholders of the Company are those who lawfully hold the shares of the	Article ~~48~~30 The shareholders of the Company are those who lawfully hold the shares of the Company		The Mandatory Provisions have been repealed;
	Company and have their names registered in the	and have their names registered in the register of
	register of shareholders. The shareholders shall	shareholders. The Company shall establish a		Article 31 of the PRC Guidelines on
	enjoy the rights and assume the obligations	register of shareholders in accordance with	the	AoA;
	according to the class and amount of the shares	evidenceprovided by the securities registrar. The
	they hold; the shareholders holding the same class	register of shareholders shall be sufficient		the relevant requirements under
	of shares shall enjoy the same rights and assume	evidence of a shareholder’s shareholding in	the	Appendix III to the Hong Kong
	the same obligations.	Company, unless there is evidence to the contrary.		Listing Rules have been deleted.
		The shareholders shall enjoy the rights and assume
	When two or more persons are registered as joint	the obligations according to the class and amount of
	shareholders of any share, they shall be deemed	the shares they hold; the shareholders holding	the
	joint holders of the share, and subject to the	same class of shares shall enjoy the same rights	and
	following restrictions:	assume the same obligations. Holders of domestic
		shares and overseas listed foreign shares shall be
	(I) The Company is not required to register more	deemed to be shareholders of the same class.
	than four persons as joint shareholders of any
	share;	~~When two or more persons are registered as joint~~
		~~shareholders of any share, they shall be deemed joint~~
	(II) All joint shareholders of any share shall be	~~holders of the share, and subject to the following~~
	jointly and severally liable for the payment of all	~~restrictions:~~
	amounts due in respect thereof;
		~~(I) The Company is not required to register more than~~
	(III) In the event of the death of one of the joint	~~four persons as joint shareholders of any share;~~
	shareholders, only the surviving joint
	shareholder(s) shall be deemed by the Company to	~~(II) All joint shareholders of any share shall be jointly~~
	have title to the relevant shares, but the Board of	~~and severally liable for the payment of all amounts~~
	Directors shall have the right to demand the death	~~due in respect thereof;~~
	certificate of such shareholder as it thinks fit for
	any change in the register of shareholders;	~~(III) In the event of the death of one of the joint~~
		~~shareholders, only the surviving joint shareholder(s)~~
		~~shall be deemed by the Company to have title to~~	~~the~~
		~~relevant shares, but the Board of Directors shall have~~
		~~the right to demand the death certificate of such~~
		~~shareholder as it thinks fit for any change in ~~	~~the~~
		~~register of shareholders;~~

– 49 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Amended Articles of Association		Basis of Amendments
	(IV) In respect of any share, only the joint	~~(IV) In respect of any share, only the ~~	~~joint~~
	shareholders who are first on the register shall be	~~shareholders who are first on the register shall be~~
	entitled to receive from the Company the share	~~entitled to receive from the Company the share~~
	certificates in question and to receive notice of the	~~certificates in question and to receive notice of the~~
	Company, and any notice given to such person	~~Company, and any notice given to such person shall~~
	shall be deemed to have been given to all joint	~~be deemed to have been given to all ~~	~~joint~~
	shareholders in respect of the shares. Any joint	~~shareholders in respect of the shares. Any ~~	~~joint~~
	shareholder may sign the form of proxy, but if	~~shareholder may sign the form of proxy, but if more~~
	more than one joint shareholder is present in	~~than one joint shareholder is present in person or by~~
	person or by proxy, a vote by the joint shareholder	~~proxy, a vote by the joint shareholder in priority,~~
	in priority, whether in person or by proxy, shall be	~~whether in person or by proxy, shall be accepted as~~
	accepted as the sole vote on behalf of the	~~the sole vote on behalf of the remaining ~~	~~joint~~
	remaining joint shareholders. For this purpose, the	~~shareholders. For this purpose, the order of~~
	order of precedence of the joint shareholders shall	~~precedence of the joint shareholders shall be~~
	be determined by the rank of such joint	~~determined by the rank of such joint shareholders in~~
	shareholders in the register of shareholders of the	~~the register of shareholders of the Company in~~
	Company in relation to the shares concerned;	~~relation to the shares concerned;~~
	(V) If any one of the joint shareholders issues a	~~(V) If any one of the joint shareholders issues a~~
	receipt to the Company for any dividend, bonus or	~~receipt to the Company for any dividend, bonus or~~
	returns on capital payable to such joint	~~returns on capital payable to such joint shareholders,~~
	shareholders, the receipt shall be deemed a valid	~~the receipt shall be deemed a valid receipt issued by~~
	receipt issued by such joint shareholders to the	~~such joint shareholders to the Company.~~
	Company.
35.	Article 43If the laws, administrative regulations, departmental rules, normative documents of the	Article~~43~~31If the laws, administrative regulations, departmental rules, normative documents of the PRC		The Mandatory Provisions have been repealed;
	PRC and relevant stock exchanges or regulatory	and relevant stock exchanges or regulatory
	authorities at the place where the Company’s	authorities at the place where the Company’s shares		the order of the Article is adjusted
	shares are listed have provisions on the book	are listed have provisions on the book closure period		accordingly based on the deletion of
	closure period prior to a general meeting or the	prior to a general meeting or the record date for		Section 5 of Chapter III of the
	record date for determining entitlements to	determining entitlements to dividend distribution by		Articles of Association.
	dividend distribution by the Company, the relevant	the Company, the relevant provisions shall prevail.
	provisions shall prevail. Shareholders may still	Shareholders may still inspect the register of
	inspect the register of members during the book	members during the book closure period.
	closure period.

– 50 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association	Amended Articles of Association	Amended Articles of Association	Amended Articles of Association	Basis of Amendments
36.	Article 49 When the Company convenes general meetings, distributes dividends, executes clearing Article ~~49~~32 When the Company convenes general meetings, distributes dividends, executes clearing or					The Mandatory Provisions have been repealed;
	or makes other conducts that need to identify the makes other conducts that need to identify the
	shareholders, the	shareholders included in the shareholders, the Board of Directors or the				the original Article 44 of the Articles
	register of shareholders shall be the entitled shareholders. convener of ageneral meeting shall determine the date of record.~~the~~Theshareholders included in the					of Association is consolidated with the original Article 49 of the Articles
		register of shareholders at the close of trading on				of Association due to the deletion of
		the date of recordshall be the entitled shareholders.				Section 5 of Chapter III of	the
						Articles of Association;
						Article 32 of the PRC Guidelines on
						AoA.
37.	Article 50Shareholders of ordinary shares of the Company shall enjoy the following rights: Article ~~50~~33 Shareholders of ordinary shares of the Company shall enjoy the following rights:					The Mandatory Provisions have been repealed;
	(I) to receive dividends and other forms of (I)		to receive dividends and		other forms of	Article 33 of the PRC Guidelines on
	distribution of interests in proportion to their distribution of interests in proportion to their					AoA;
	respective shareholdings; respective shareholdings;
						the relevant requirements under
	(II) to legally request, convene, preside over, (II) to legally request,			convene, preside over, attend		Appendix III to the Hong Kong
	attend or dispatch shareholder’s agent to attend the or dispatch shareholder’s agent to				attend the general	Listing Rules have been deleted;
	general meeting and exercise the corresponding meeting and exercise the corresponding voting rights;
	voting rights;					the relevant newly-added
		(III)	to supervise the	business	operations of the	requirements under Appendix III to
	(III) to supervise	the business operations of the Company and to make		suggestions or inquiries;		the Hong Kong Listing Rules.
	Company and to make suggestions or inquiries;
		(IV)	to transfer, bestow	or pledge the shares they hold
	(IV) to transfer, bestow or pledge the shares they according to the laws, administrative regulations and
	hold according	to the laws, administrative the Articles of Association;
	regulations and the Articles of Association;

– 51 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Articles of Association	Amended Articles of Association	Amended Articles of Association	Amended Articles of Association
(V) to access relevant information according to the ~~(V) to access relevant information according to the~~
provisions of the Articles of Association, ~~provisions of the Articles of Association, including:~~
including:
~~1. a set of the Articles of Association upon payment~~
1. a set of the Articles of Association upon ~~of a fee covering the cost;~~
payment of a fee covering the cost;
~~2. the rights to inspect and obtain photocopies of the~~
2. the rights to inspect and obtain photocopies of ~~following information upon payment of a reasonable~~
the following information upon payment of a ~~charge:~~
reasonable charge:
~~(1) all parts of the~~		~~register of~~	~~members (the list of all~~
(1) all parts of the register of members (the list of ~~shareholders at the close of trading on the record date~~
all shareholders at the close of trading on the ~~of the Company’s~~		~~latest periodic report);~~
record date of the Company’s latest periodic
report); ~~(2) persona l particular s ~~			~~o f th e directors,~~
~~supervisors, general manager and other senior~~
(2) personal particulars of the directors, ~~management of the Company, including:~~
supervisors, general manager and other senior
management of the Company, including: ~~(a) current and previous names and aliases;~~
(a) current and previous names and aliases; ~~(b) main~~	~~address (domicile);~~
(b) main address (domicile); ~~(c) nationality;~~
(c) nationality; ~~(d) full-time and all other part-time jobs and titles;~~
(d) full-time and all other part-time jobs and titles; ~~(e) identity documents and numbers.~~
(e) identity documents and numbers.

– 52 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Articles of Association	Existing Articles of Association	Amended Articles of Association	Amended Articles of Association	Amended Articles of Association
(3) status of the share capital of the Company;		~~(3) status of the share capital of the Company;~~
(4) reports (breakdown by domestic shares and		~~(4) reports (breakdown by domestic shares and~~
foreign shares (and, if applicable, H Shares))		~~foreign shares (and, if applicable, H Shares))~~
showing the aggregate par value, number of		~~showing the aggregate par value, number of shares,~~
shares, and maximum and minimum prices paid in		~~and maximum and~~	~~minimum prices paid in respect of~~
respect of each class of shares repurchased by the		~~each class of shares repurchased by the Company~~
Company since the last fiscal year, as well as all		~~since the last fiscal~~		~~year, as well as all the expenses~~
the expenses paid by the Company therefore;		~~paid by the Company therefore;~~
(5) meeting minutes of general	meetings (only	~~(5) meeting minutes of general meetings (only~~
available for shareholders’ inspection) and copies		~~available for shareholders’ inspection) and copies of~~
of the Company’s resolutions of general meetings,		~~the Company’s resolutions of general meetings,~~
Board meetings and meeting	of Board of	~~Board meetings and~~		~~meeting of Board of Supervisors;~~
Supervisors;
		~~(6) the latest audited financial statements and~~
(6) the latest audited financial	statements and	~~accounting reports of the Board, auditors and Board~~
accounting reports of the Board, auditors and		~~of Supervisors;~~
Board of Supervisors;
		~~(7) copies of the annual return for the latest period~~
(7) copies of the annual return for the latest period		~~that has been filed ~~		~~with China’s Administration for~~
that has been filed with China’s Administration for		~~Market Regulation or other authorities;~~
Market Regulation or other authorities;
		~~(8) special resolutions of the Company.~~
(8) special resolutions of the Company.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Articles of Association	Amended Articles of Association	Amended Articles of Association
3. bond record of the Company	~~3. bond record of the Company~~
The Company shall make the documents in items	~~The Company shall make the documents ~~	~~in items~~
2(1), (3), (4), (5), (6), (7) and (8) above available	~~2(1), (3), (4), (5), (6), (7) and (8) above available for~~
for inspection by the public and holders of H	~~inspection by the public and holders of H shares free~~
shares free of charge at the Company’s address in	~~of charge at the Company’s address in Hong Kong as~~
Hong Kong as required by the Hong Kong Listing	~~required by the Hong Kong Listing Rules (except for~~
Rules (except for the minutes of general meetings	~~the minutes of general meetings which ~~	~~are only~~
which are only available for inspection by	~~available~~ ~~for~~ ~~inspection~~ ~~by~~ ~~shareholders).~~ ~~A~~
shareholders). A shareholder requesting for	~~shareholder requesting for inspection of information~~
inspection of information or access to aforesaid	~~or access to aforesaid materials shall provide the~~
materials shall provide the Company with written	~~Company with written documents evidencing the~~
documents evidencing the class and number of	~~class and number of shares of the Company~~	~~that such~~
shares of the Company that such shareholder	~~shareholder holds. The Company shall provide such~~
holds. The Company shall provide such	~~information and materials as requested ~~	~~by the~~
information and materials as requested by the	~~shareholder after confirming the identity of the~~
shareholder after confirming the identity of the	~~shareholder;~~
shareholder;
	(V) to inspect the Articles of Association, register
(VI) to participate in the distribution of remaining	of shareholders (the Hong Kong branch register
assets of the Company in proportion to the number	shall be available for inspection by shareholders),
of shares held in the event of the termination or	bond records of the Company, minutes ofgeneral
liquidation of the Company;	meetings, resolutions of Board meetings,
	resolutions of meetings of Board of Supervisors
(VII) to request the Company to buy back his/her	and financial reports;
shares if a shareholder opposes the merger or
division of the Company at the general meeting;	(VI) to participate in the distribution of remaining
	assets of the Company in proportion to the number of
	shares held in the event of the termination or
	liquidation of the Company;
	(VII) to request the Company to buy back his/her
	shares if a shareholder opposes the merger or division
	of the Company at the general meeting;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association	Existing Articles of Association		Amended Articles of Association	Basis of Amendments
	(VIII) for shareholders individually		or	jointly	~~(VIII) for shareholders individually or jointly holding~~
	holding more than 3% of the shares			of the	~~more than 3% of the shares of the Company, to raise~~
	Company, to raise temporary proposal		and	submit	~~temporary proposal and submit it to the convener in~~
	it to the convener in writing 10 days		before the		~~writing 10 days before the general meeting is held;~~
	general meeting is held;
	(IX) other rights conferred	by	the	laws,	(~~IX~~VIII) other rights conferred by the laws, administrative regulations, departmental rules,
	administrative regulations, departmental			rules,	regulation rules of the place where the Company’s
	regulation rules of the place where the		Company’s		shares are listed and the Articles of Association.
	shares are listed and the Articles of Association.
					~~The Company shall not exercise any right to freeze or~~
	The Company shall not exercise any right to freeze				~~otherwise impair the rights in its shares held by any~~
	or otherwise impair the rights in	its shares held by			~~person having a direct or indirect interest merely~~
	any person having a direct or	indirect interest			~~because he/she has not disclosed such interest to the~~
	merely because he/she has not disclosed such				~~Company.~~
	interest to the Company.
38.	Addition				Article 34 A shareholder requesting for inspection	Article 34 of the PRC Guidelines on
					of information or access to aforesaid materials	AoA.
					shall provide the Company with written
					documents evidencing the class and number of
					shares of the Company that such shareholder
					holds. The Company shall provide such
					information and materials as requested by the
					shareholder after confirming the identity of the
					shareholder.

– 55 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association		Basis of Amendments
39.	Article 57 In addition to obligations imposed by	Deleted	The Mandatory Provisions have been
	laws, administrative regulations or regulatory		repealed.
	rules of the place where the Company’s shares are
	listed, a controlling shareholder, when exercising
	his/her powers as a shareholder, shall not exercise
	his/her voting rights to make a decision which is
	prejudicial to the interests of the shareholders
	generally or of some of the shareholders in respect
	of the following matters:
	(I) to relieve a director or supervisor of his/her
	duty to act honestly in the best interests of the
	Company;
	(II) to approve the expropriation by a director or
	supervisor (for the benefit of his/her own or of
	another person), in any manner, of the Company’s
	assets, including but not limited to, opportunities
	favorable to the Company;
	(III) to approve the expropriation by a Director or
	Supervisor (for his/her own benefit or for the
	benefit of another person) of the individual rights
	of other shareholders, including (without
	limitation) rights to distributions and voting rights,
	but not including a restructuring of the Company
	submitted to and approved by shareholders’
	general meeting in accordance with the Articles of
	Association.

– 56 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association		Amended Articles of Association	Basis of Amendments
40.	Article 59 The General Meeting of Shareholders acts as the authoritative organization of the			Article ~~59~~42 The General Meeting of Shareholders acts as the authoritative organization of the Company	Article 41 of the PRC Guidelines on AoA.
	Company which, according to the laws, exercises			which, according to the laws, exercises the following
	the following power:			power:
	(I) to decide the management policies and			(I) to decide the management policies and investment
	investment plans of the Company;			plans of the Company;
	(II) to elect and replace directors and supervisors			(II) to elect and replace directors and supervisors who
	who are not staff representatives, and	to decide	on	are not staff representatives, and to decide on matters
	matters relating to their remuneration;			relating to their remuneration;
	(III) to review and approve the reports of		the	(III) to review and approve the reports of the Board;
	Board;
				(IV) to review and approve the reports of the Board
	(IV) to review and approve the reports of		the	of Supervisors;
	Board of Supervisors;
				(V) to review and approve the annual financial
	(V) to review and approve the annual financial			budget plans and accounting plans of the Company;
	budget plans and accounting plans of		the
	Company;			(VI) to review and approve the profit distribution
				plan and loss recovery plan of the Company;
	(VI) to review and approve the profit distribution
	plan and loss recovery plan of the Company;			(VII) to make resolutions on the increase or reduction
				of the Company’s registered capital;
	(VII) to make resolutions on the	increase	or
	reduction of the Company’s registered capital;			(VIII) to make resolutions on the issuance of
				corporate bonds or other securities and public listing
	(VIII) to make resolutions on the	issuance	of	plans;
	corporate bonds or other securities	and public
	listing plans;			(IX) to make resolutions on matters such as the
				merger, division, dissolution, liquidation or change in
	(IX) to make resolutions on matters	such as	the	the organizational form of the Company;
	merger, division, dissolution, liquidation		or
	change in the organizational form of the Company;			(X) to amend the Articles of Association;
	(X) to amend the Articles of Association;			(XI) to make resolutions on the appointment or
				dismissal or non-renewal of engagement of
	(XI) to make resolutions on the appointment		or	accounting firms by the Company;
	dismissal or non-renewal of engagement		of
	accounting firms by the Company;

– 57 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	No.	Existing Articles of Association	Amended Articles of Association	Basis of Amendments
		(XII) to consider and approve the external	(XII) to consider and approve the external guarantees
		guarantees of the Company that require the	of the Company that require the approval by the
		approval by the general meetings;	general meetings;
		(XIII) to consider the Company’s purchase or	(XIII) to consider the Company’s purchase or
		disposal of major assets within one year of an	disposal of major assets within one year of an
		aggregate value exceeding 30% of the latest	aggregate value exceeding 30% of the latest audited
		audited total assets of the Company;	total assets of the Company;
		(XIV) to consider and approve material	(XIV) to consider and approve material transactions
		transactions and connected transactions which	and connected transactions which shall be submitted
		shall be submitted to the general meeting for	to the general meeting for consideration in
		consideration in accordance with laws,	accordance with laws, administrative regulations,
		administrative regulations, regulatory rules of the	regulatory rules of the place where the Company’s
		place where the Company’s shares are listed and	shares are listed and the Articles of Association;
		the Articles of Association;
			(XV) to review stock incentive plan and employee
		(XV) to review stock incentive plan;	stock ownership plan;
		(XVI) to consider proposals raised by	(XVI) to consider proposals raised by shareholder(s),
		shareholder(s), individually or collectively	individually or collectively representing over 3% of
		representing over 3% of the Company’s voting	the Company’s voting shares;
		shares;
			(XVII) to review and approve the change of use of
		(XVII) to review and approve the change of use of	proceeds;
		proceeds;
			(XVIII) to consider other matters that shall be
		(XVIII) to consider other matters that shall be	decided by the general meeting according to the laws,
		decided by the general meeting according to the	administrative regulations, departmental rules, Hong
		laws, administrative regulations, departmental	Kong Listing Rules or the Articles of Association.
		rules, Hong Kong Listing Rules or the Articles of
		Association.	Under the condition of not breaching any laws and
			regulations and mandatory provisions of the relevant
		Under the condition of not breaching any laws and	laws and regulations of the listing place, the general
		regulations and mandatory provisions of the	meeting may authorize or entrust the Board to handle
		relevant laws and regulations of the listing place,	the matters as authorized or entrusted.
		the general meeting may authorize or entrust the
		Board to handle the matters as authorized or
		entrusted.

– 58 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Amended Articles of Association	Basis of Amendments
41.	Article 63 The Board shall convene an	Article ~~63~~46 The Board shall convene an	Article 47 of the PRC Guidelines on
	extraordinary general meeting within two months	extraordinary general meeting within two months	AoA.
	under any of the following circumstances:	under any of the following circumstances:
	(I) when the number of directors is less than the	(I) when the number of directors is less than the
	number specified in the Company Law or two-	number specified in the Company Law or two- thirds
	thirds of the number required by the Articles of	of the number required by the Articles of Association;
	Association;
		(II) when the uncovered loss of the Company reaches
	(II) when the uncovered loss of the Company	one-third of the total paid-in share capital of the
	reaches one-third of the total paid-in share capital	Company;
	of the Company;
		(III) at the request of shareholders who individually
	(III) at the request of shareholders who	or collectively hold more than 10% of the Company’s
	individually or collectively hold more than 10% of	issued voting shares;
	the Company’s issued voting shares;
		(IV) when the Board considers it necessary;
	(IV) when the Board considers it necessary;
		(V) when the Board of Supervisors proposes such a
	(V) when the Board of Supervisors proposes such	meeting be held;
	a meeting be held;
		(VI) as proposed by ~~more than two ~~independent
	(VI) as proposed by more than two independent	director(s);
	directors;
		(VII) any other circumstance required by the laws,
	(VII) any other circumstance required by the laws,	administrative regulations, departmental rules,
	administrative regulations, departmental rules,	regulatory rules of the place where the Company’s
	regulatory rules of the place where the Company’s	shares are listed and the Articles of Association.
	shares are listed and the Articles of Association.
		The number of shares held under item (III) above
	The number of shares held under item (III) above	shall be calculated from the date of such
	shall be calculated from the date of such	shareholder’s written request.
	shareholder’s written request.

– 59 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association	Amended Articles of Association	Basis of Amendments	Basis of Amendments	Basis of Amendments
42.	Addition		Article 48 If the Company shall convene a class	Based on	deletion	of Section 7 of
			shareholders’ meeting for a certain material	Chapter	IV of	the Articles	of
			matter in accordance with the requirements of the	Association, new		Article has been
			securities regulatory authorities of the place	added in	accordance with regulatory
			where the Company’s shares are listed, the	requirements.
			procedures for convening and voting at the
			relevant class shareholders’ meeting shall be
			implemented with reference to the relevant
			requirements of the general meeting of
			shareholders in this chapter.

43.	Article 70 Shareholder(s) individually or jointly holding a total of more than 10% shares of the		Article ~~70~~54 Shareholder(s) individually or jointly holding a total of more than 10% shares of the	The Mandatory Provisions have been repealed.
	Company may sign one or more written requests of		Company may sign one or more written requests of
	identical form and substance requesting the Board		identical form and substance requesting the Board of
	of Directors to convene an extraordinary general		Directors to convene an extraordinary general
	meeting or a class meeting and stating the subject		meeting~~or a class meeting~~and stating the subject of
	of the meeting. The Board shall,	pursuant to	the meeting. The Board shall, pursuant to relevant
	relevant laws, administrative regulations, the		laws, administrative regulations, the Hong Kong
	Hong Kong Listing Rules and the	Articles of	Listing Rules and the Articles of Association, give a
	Association, give a written reply on whether to		written reply on whether to agree or disagree to
	agree or disagree to convene the extraordinary		convene the extraordinary general meeting~~or a class~~
	general meeting or a class meeting within 10 days		~~meeting~~within 10 days after receipt of the request.
	after receipt of the request.
			If the Board agrees to convene the extraordinary
	If the Board agrees to convene the extraordinary		general meeting ~~or a class meeting~~, it shall serve a
	general meeting or a class meeting, it	shall serve a	notice of such meeting within five days after the
	notice of such meeting within five days after the		resolution is made by the Board. In the event of any
	resolution is made by the Board. In	the event of	change to the original proposal, the consent of
	any change to the original proposal, the consent of		relevant shareholder(s) shall be obtained.
	relevant shareholder(s) shall be obtained.
			If the Board does not agree to hold the extraordinary
	If the Board does not agree to hold the		general meeting~~or a class meeting~~or fails to give a
	extraordinary general meeting or a class meeting		reply within 10 days after receipt of the request,
	or fails to give a reply within 10 days after receipt		shareholder(s) severally or jointly holding no less
	of the request, shareholder(s) severally or jointly		than 10% shares of the Company shall be entitled to
	holding no less than 10% shares of the Company		propose and request in writing to the Board of
	shall be entitled to propose and request in writing		Supervisors to convene an extraordinary general
	to the Board of Supervisors to	convene an	meeting~~or a class meeting~~.
	extraordinary general meeting or a class meeting.

– 60 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association	Amended Articles of Association	Amended Articles of Association	Amended Articles of Association	Basis of Amendments
	If the Board of Supervisors agrees to convene the If the Board of Supervisors agrees to convene the
	extraordinary general meeting or a class meeting, extraordinary general meeting ~~or ~~				~~a class meeting~~, it
	it shall serve a notice of such meeting within 5 shall serve a notice of such meeting within 5 days
	days after receipt of the said request. In the event after receipt of the said request. In the event of any
	of any change to the original proposal, the consent change to the original proposal, the consent of
	of relevant Shareholder(s) shall be obtained. relevant Shareholder(s) shall be obtained.
	If the Board of Supervisors fails to give the notice If the Board of Supervisors fails to give the notice of
	of such a meeting	within the specified time limit, such a meeting within the specified time limit, it shall
	it shall be deemed to have failed to convene or be deemed to have failed to convene or preside over
	preside over the meeting, in which case, the		meeting, in which case,		shareholders who
	shareholders who individually or collectively hold individually or collectively hold more than ten
	more than ten percent of the shares of the percent of the shares of the Company for more than
	Company for more than ninety consecutive days ninety consecutive days may convene and preside
	may convene and preside over the meeting over		the meeting themselves.
	themselves.
44.	Article 71When the Board of Supervisors or the shareholders decide to convene a general meeting Article ~~71~~55When the Board of Supervisors or the shareholders decide to convene a general meeting of					Article 50 of the PRC Guidelines on AoA.
	of shareholders by themselves, they shall notify shareholders by themselves, they shall notify the
	the Board of Directors in writing and at the same Board of Directors in			writing and at the same time
	time file the notice with the agency of CSRC and file		the notice with ~~the agency ~~		~~of CSRC and ~~the
	the corresponding stock exchange where the corresponding stock exchange~~where the Company is~~
	Company is domiciled in accordance with ~~domiciled~~in accordance with applicable regulations.
	applicable regulations.
		Before an announcement on resolutions is made at
	Before an announcement on resolutions is made at the general meeting, the shareholding percentage of
	the general meeting, the shareholding percentage the convening shareholders shall not be less than
	of the convening	shareholders shall not be less 10%.
	than 10%.

– 61 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Amended Articles of Association	Basis of Amendments
45.	Article 76A written notice of the annual general meeting shall be given at least 21 days prior to the meeting, and a written notice of the extraordinary	Article ~~76~~60A written notice of the annual general meeting shall be given at least~~21~~20days prior to the meeting, and a written notice of the extraordinary	Article 102 of the Company Law of the People’s Republic of China (the “Company Law”);
	general meeting shall be given at least 15 days	general meeting shall be given at least 15 days prior
	prior to the meeting. If laws, regulations or the	to the meeting. If laws, regulations or the securities	amendments for improvement.
	securities regulatory authorities where the	regulatory authorities where the Company’s shares
	Company’s shares are listed provide otherwise, the	are listed provide otherwise, the relevant provisions
	relevant provisions shall prevail.	shall prevail.
	The extraordinary general meeting shall not decide	The ~~extraordinary ~~general meeting shall not decide
	on matters not specified in the notice.	on matters not specified in the notice.
46.	Article 78 When the general meeting intends to discuss the election of directors and supervisors,	Article ~~78~~62 When the general meeting intends to discuss the election of directors and supervisors, the	Amendments for improvement.
	the notice of the meeting shall fully explain the	notice of the meeting shall fully explain the details of
	details of the candidates for directors and	the candidates for directors and supervisors,
	supervisors, including, as a minimum, the	including, as a minimum, the following contents:
	following contents:
		(I) personal particulars such as education
	(I) personal particulars such as education	background, working experience and any concurrent
	background, working experience and any	positions;
	concurrent positions;
		(II) whether there is any connected relationship with
	(II) whether there is any connected relationship	the Company or the controlling shareholder and de
	with the Company or the controlling shareholder	facto controller of the Company;
	and de facto controller of the Company;
		(III) their shareholdings in the Company;
	(III) their shareholdings in the Company;
		(IV) whether he has been punished by the ~~CSRC~~
	(IV) whether he has been punished by the CSRC,	China Securities Regulatory Commission, other
	other relevant authorities and the stock exchange	relevant authorities and the stock exchange on which
	on which the shares of the Company are listed.	the shares of the Company are listed~~.~~;
	The election of each candidate for director and	(V) other provisions of the securities regulatory
	supervisor shall be proposed separately.	authorities and the stock exchange where the
		Company’s shares are listed.
		The election of each candidate for director and
		supervisor shall be proposed separately.

– 62 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No. Existing Articles of Association	Amended Articles of Association Basis of Amendments
47. Article 79Unless otherwise specified by the laws and regulations, the Hong Kong Listing Rules and the Articles of Association, the notice of general meeting shall be delivered to the shareholders (whether he has voting rights at the general meeting or not) by sending to the address of the shareholders listed in the register of shareholders via personal delivery or prepaid mail. For the holders of domestic shares, the notice of general meeting may also be given via public announcement. The aforesaid public announcement shall be published in one or several newspapers designated by the securities regulatory authorities under the State Council. Once the public announcement is made, it is deemed that all the holders of domestic shares have received the notice of the relevant general meeting. On the premise of conformity with requirements of laws, administrative regulations, departmental rules, and the regulatory rules of the place where the Company’s shares are listed, and following the relevant procedures, the notice of the general meeting to the holders of H shares may be issued through the website designated by the Hong Kong Stock Exchange and the website of the Company, in lieu of the means of personal delivery or prepaid mail to holders of H shares. Upon the announcement, all holders of the Company’s overseas listed shares are deemed to have received the notice of the relevant shareholders’ meeting.	Article~~79~~63Unless otherwise specified by the laws and regulations, the Hong Kong Listing Rules and the Articles of Association, the notice of general meeting shall be delivered to the shareholders (whether he has voting rights at the general meeting or not) by sending to the address of the shareholders listed in the register of shareholders via personal delivery or prepaid mail. For the holders of domestic shares, the notice of general meeting may also be given via public announcement. ~~The~~ ~~aforesaid~~ ~~public~~ ~~announcement~~ ~~shall~~ ~~be~~ ~~published in one or several newspapers designated by~~ ~~the securities regulatory authorities under the State~~ ~~Council.~~ The announcement issued to the holders of domestic shares shall bepublished in the media that meets the requirements of the securities regulatory authorities of the State Council. Once the public announcement is made, it is deemed that all the holders of domestic shares have received the notice of the relevant general meeting. On the premise of conformity with requirements of laws, administrative regulations, departmental rules, and the regulatory rules of the place where the Company’s shares are listed, and following the relevant procedures, the notice of the general meeting to the holders of H shares may be issued through the website designated by the Hong Kong Stock Exchange and the website of the Company, in lieu of the means of personal delivery or prepaid mail to holders of H shares. Upon the announcement, all holders of the Company’s overseas listed shares are deemed to have received the notice of the relevant shareholders’ meeting. The Mandatory Provisions have been repealed; Article 86 of the Securities Law of the People’s Republic of China.

No.
Existing Articles of Association

Amended Articles of Association
Basis of Amendments

47.
Article 79Unless otherwise specified by the laws
and regulations, the Hong Kong Listing Rules and
the Articles of Association, the notice of general
meeting shall be delivered to the shareholders
(whether he has voting rights at the general
meeting or not) by sending to the address of the
shareholders listed in the register of shareholders
via personal delivery or prepaid mail. For the
holders of domestic shares, the notice of general
meeting
may
also
be
given
via
public
announcement.
The aforesaid public announcement shall be
published in one or several newspapers designated
by the securities regulatory authorities under the
State Council. Once the public announcement is
made, it is deemed that all the holders of domestic
shares have received the notice of the relevant
general meeting.
On the premise of conformity with requirements of
laws, administrative regulations, departmental
rules, and the regulatory rules of the place where
the Company’s shares are listed, and following the
relevant procedures, the notice of the general
meeting to the holders of H shares may be issued
through the website designated by the Hong Kong
Stock Exchange and the website of the Company,
in lieu of the means of personal delivery or prepaid
mail
to
holders
of
H
shares.
Upon
the
announcement, all holders of the Company’s
overseas listed shares are deemed to have received
the notice of the relevant shareholders’ meeting.

Article~~79~~63Unless otherwise specified by the laws
and regulations, the Hong Kong Listing Rules and the
Articles of Association, the notice of general meeting
shall be delivered to the shareholders (whether he has
voting rights at the general meeting or not) by
sending to the address of the shareholders listed in
the register of shareholders via personal delivery or
prepaid mail. For the holders of domestic shares, the
notice of general meeting may also be given via
public announcement.
~~The~~
~~aforesaid~~
~~public~~
~~announcement~~
~~shall~~
~~be~~
~~published in one or several newspapers designated by~~
~~the securities regulatory authorities under the State~~
~~Council.~~ The announcement issued to the holders
of domestic shares shall bepublished in the media
that meets the requirements of the securities
regulatory authorities of the State Council. Once
the public announcement is made, it is deemed that
all the holders of domestic shares have received the
notice of the relevant general meeting.
On the premise of conformity with requirements of
laws, administrative regulations, departmental rules,
and the regulatory rules of the place where the
Company’s shares are listed, and following the
relevant procedures, the notice of the general meeting
to the holders of H shares may be issued through the
website designated by the Hong Kong Stock
Exchange and the website of the Company, in lieu of
the means of personal delivery or prepaid mail to
holders of H shares. Upon the announcement, all
holders of the Company’s overseas listed shares are
deemed to have received the notice of the relevant
shareholders’ meeting.
The Mandatory Provisions have been
repealed;
Article 86 of the Securities Law of
the People’s Republic of China.

– 63 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association	Amended Articles of Association	Basis of Amendments
48.	Article 87The template power of attorney issued by the Board to the shareholders to appoint a proxy		Article~~87~~71The template power of attorney~~issued~~ ~~by the Board to the shareholders to appoint a proxy~~	The Mandatory Provisions have repealed.	been
	shall be in such	blank form that allows the	~~shall be in such blank form that allows the~~
	shareholders to freely instruct the proxies to vote		~~shareholders to freely instruct the proxies to vote for~~
	for or against or	waive any proposal, and to	~~or against or waive any proposal, and to provide~~
	provide separate instructions for each matter that		~~separate instructions for each matter that needs to be~~
	needs to be decided on. It shall be stated clearly in		~~decided on. It~~shall be stated clearly in the power of
	the power of attorney if the shareholder proxy can		attorney if the shareholder proxy can vote at his/her
	vote at his/her discretion when the shareholder		discretion when the shareholder does not give any
	does not give any	specific instructions.	specific instructions.
49.	Article 88 The power of attorney shall be deposited at the domicile of the Company or such		Article ~~88~~72 ~~The power of attorney shall be~~ ~~deposited at the domicile of the Company or such~~	The Mandatory Provisions have repealed.	been
	other places designated in the notice of the		~~other places designated in the notice of the meeting~~
	meeting 24 hours before the meeting at which the		~~24 hours before the meeting at which the proxy is~~
	proxy is authorized to vote or 24 hours before the		~~authorized to vote or 24 hours before the specified~~
	specified voting time. If the power of attorney is		~~voting time.~~If the power of attorney is signed by the
	signed by the authorized person of the appointer,		authorized person of the appointer, the letter of
	the letter of authority for signing or other		authority for signing or other authorization
	authorization documents shall be notarized. The		documents shall be notarized. The notarized letter of
	notarized letter of authority or other authorization		authority or other authorization documents and the
	documents and the	power of attorney for voting by	power of attorney for voting by proxy shall be placed
	proxy shall be placed at the domicile of the		at the domicile of the Company or other place
	Company or other	place specified in the meeting.	specified in the meeting.
	If the principal is	an institutional shareholder, its	If the principal is an institutional shareholder, its
	legal representative (principal) or the person		legal representative (principal) or the person
	authorized by the	Board of Directors or other	authorized by the Board of Directors or other
	decision-making	authorities shall attend the	decision-making authorities shall attend the general
	general meeting of the Company on its behalf.		meeting of the Company on its behalf.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association	Amended Articles of Association	Basis of Amendments
	If the shareholder is a recognized clearinghouse		If the shareholder is a recognized clearinghouse (or
	(or its agent) as defined in the relevant ordinances		its agent) as defined in the relevant ordinances made
	made in Hong Kong from time to time, the		in Hong Kong from time to time, the shareholder may
	shareholder may authorize one or more persons as		authorize one or more persons as he thinks fit to act
	he thinks fit to act as his	representative at any	as his representative at any general meeting ~~or any~~
	general meeting or any	class of meetings.	~~class of meetings~~. However, if more than one person
	However, if more than one	person is authorized,	is authorized, the power of attorney shall state the
	the power of attorney shall	state the number and	number and type of shares in respect of which each
	type of shares in respect of which each such person		such person is authorized and shall be signed by the
	is authorized and shall be signed by the authorized		authorized officer of the recognized clearing house. A
	officer of the recognized clearing house. A person		person so authorized may attend a meeting on behalf
	so authorized may attend a meeting on behalf of a		of a recognized clearing house (or its agent) to
	recognized clearing house (or its agent) to exercise		exercise the rights as if he were an individual
	the rights as if he were an individual shareholder		shareholder of the Company without the need to
	of the Company without the need to produce a		produce a certificate of shareholding, notarized
	certificate of shareholding, notarized power of		power of attorney and/or further evidence of formal
	attorney and/or further	evidence of formal	authorization.
	authorization.
50.	Article 102 The following matters shall be resolved by way of ordinary resolution of the		Article ~~102~~86 The following matters shall be resolved by way of ordinary resolution of the general	The Mandatory Provisions have been repealed;
	general meeting:		meeting:
				Article 77 of the PRC Guidelines on
	(I) work reports of the Board and the Board of		(I) work reports of the Board and the Board of	AoA.
	Supervisors;		Supervisors;
	(II) profit distribution proposals and proposals for		(II) profit distribution proposals and proposals for
	making up losses formulated by the Board;		making up losses formulated by the Board;
	(III) appointment, dismissal and remuneration of		(III) appointment, dismissal and remuneration of the
	the members of the Board and the Board of		members of the Board and the Board of Directors and
	Directors and the method of payment of the		the method of payment of the remuneration;
	remuneration;
	(IV) annual financial budgets, final accounts,		(IV) annual financial budgets~~,~~ and final accounts~~,~~ ~~balance sheet, income statement and other financial~~
	balance sheet, income statement and other		~~statements~~of the Company;
	financial statements of the Company;
			(V) annual report of the Company;
	(V) annual report of the Company;
			(VI) matters other than those required by the laws,
	(VI) matters other than those required by the laws,		administrative regulations, regulatory rules of the
	administrative regulations, regulatory rules of the		place where the Company’s shares are listed or the
	place where the Company’s shares are listed or the		Articles of Association to be passed by special
	Articles of Association to	be passed by special	resolutions.
	resolutions.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Amended Articles of Association	Amended Articles of Association	Basis of Amendments
51.	Article 103 The following matters shall be resolved by way of special resolution of the	Article ~~103~~87 The following matters shall be resolved by way of special resolution of the general		The Mandatory Provisions have been repealed;
	general meeting:	meeting:
				Article 78 of the PRC Guidelines on
	(I) increase or reduction of the Company’s	(I) increase or reduction of the Company’s registered		AoA.
	registered capital, issuance of any class of shares,	capital~~, issuance of any class of shares, options and~~
	options and other similar types of securities;	~~other similar types of securities~~;
	(II) issuance of corporate bonds;	~~(II) issuance of corporate bonds;~~
	(III) division, merger, dissolution and liquidation or change of organizational form of the Company;	(~~III~~II) division, merger, dissolution and liquidation or change of organizational form of the Company;
	(IV) amendment to the Articles of Association;	(~~IV~~III) amendment to the Articles	of Association;
	(V) purchase and disposal of material assets by the Company within one year, or a guarantee amount	(~~V~~IV) purchase and disposal of material assets by the Company within one year, or a guarantee amount
	exceeding 30% of the audited total assets in the	exceeding 30% of the audited total	assets in the most
	most recent period of the Company;	recent period of the Company;
	(VI) the equity incentive scheme;	(~~VI~~V) the equity incentive scheme;
	(VII) other matters required by the laws, administrative regulations, department rules,	(~~VII~~VI) other matters required by the laws, administrative regulations, department rules,
	regulatory rules of the place where the Company’s	regulatory rules of the place where the Company’s
	shares are listed or the Articles of Association, and	shares are listed or the Articles of	Association, and
	matters which, according to an ordinary resolution	matters which, according to an ordinary resolution of
	of the general meeting, may have a significant	the general meeting, may have a significant impact
	impact on the Company and shall be adopted by	on the Company and shall be adopted by way of a
	way of a special resolution.	special resolution.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association		Basis of Amendments
52.	Article 118 Shareholders may have access to	Deleted	The Mandatory Provisions have been
	copies of the minutes free of charge during the		repealed.
	office hours of the Company. If any shareholder
	requests a copy of the relevant meeting minutes
	from the Company, the Company shall send the
	copy within 7 days after receiving a reasonable
	fee.
53.	Section 7 Special Voting Procedures for	Deleted	The Mandatory Provisions have been
	Shareholders of Different Classes		repealed.
54.	Article 119 Shareholders who hold different	Deleted	The Mandatory Provisions have been
	classes of shares shall be class shareholders. Class		repealed.
	shareholders shall enjoy rights and assume
	obligations in accordance with laws,
	administrative regulations, Hong Kong Listing
	Rules, and the Articles of Association.
	Shareholders of each class shall have the same
	rights with respect to any distribution made by
	way of dividend or otherwise.
55.	Article 120 If the Company intends to change or	Deleted	The Mandatory Provisions have been
	abrogate the rights of class shareholders, it may do		repealed.
	so only after such change or abrogation has been
	approved by way of a special resolution at the
	general meeting and by a separate class meeting
	convened by the affected shareholders of that class
	in accordance with Articles 122-126 of the Articles
	of Association.
	Where, with the approval of the securities
	regulatory authorities under the State Council and
	the Hong Kong Stock Exchange, the act of the
	holders of domestic shares of the Company to
	transfer all or part of the shares they hold to the
	foreign investors and trade them on the overseas
	market, or the act of converting all or part of the
	domestic shares to the overseas listed foreign
	shares and list and trade them on the overseas
	stock exchange shall not be regarded as the
	Company’s intention to change or abolish the
	rights of class shareholders.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association		Basis of Amendments
56.	Article 121The rights of shareholders of a certain	Deleted	The Mandatory Provisions have been
	class shall be deemed to have been changed or		repealed.
	abolished in the following circumstances:
	(I) to increase or decrease the number of shares of
	such class, or to increase or decrease the number
	of shares of a class having voting rights,
	distribution rights or other privileges equal or
	superior to those of the shares of such class;
	(II) to effect an exchange of all or part of the
	shares of such class into shares of another class, or
	to effect an exchange or create a right of exchange
	of all or part of the shares of another class into the
	shares of such class;
	(III) to remove or reduce rights to accrued
	dividends or cumulative dividends attached to
	shares of such class;
	(IV) to reduce or remove a dividend preference or
	property distribution preference during the
	liquidation of the Company attached to shares of
	such class;
	(V) to add, remove or reduce share conversion
	rights, options, voting rights, transfer rights,
	preemptive rights to rights issues or rights to
	acquire securities of the Company attached to
	shares of such class;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	No.	Existing Articles of Association Amended Articles of Association	Existing Articles of Association Amended Articles of Association	Existing Articles of Association Amended Articles of Association	Existing Articles of Association Amended Articles of Association	Existing Articles of Association Amended Articles of Association	Basis of Amendments	Basis of Amendments
		(VI) to remove or reduce rights to receive amounts
		payable by the Company in a particular currency
		attached to shares of such class;
		(VII) to create a new class of shares with voting
		rights, distribution rights or other privileges equal
		or superior to those of the shares of such class;
		(VIII) to restrict or impose additional restrictions
		on the transfer of ownership of shares of such
		class;
		(IX) to issue rights to subscribe for, or convert
		into, shares of such class or another class;
		(X) to increase the rights and privileges of shares
		of another class;
		(XI) to restructure the Company where the
		proposed restructuring will result in different
		classes of shareholders having to bear liability to
		different extents;
		(XII) to amend or cancel the articles of this
		section.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association
57.	Article 122 Shareholders of the affected class,	Deleted	The Mandatory Provisions have been
	whether or not originally having the right to vote		repealed.
	at general meetings, shall have the right to vote at
	class meetings in respect of matters referred to in
	items (II) to (VIII) and (XI) to (XII) above, except
	that interested shareholders shall not have the right
	to vote at class meetings.
	For the purposes of the preceding paragraph, the
	term “interested shareholders” shall have the
	following meanings:
	(I) if the Company has made a repurchase offer to
	all shareholders in the same proportion or has
	repurchased its own shares through public trading
	on a stock exchange in accordance with the
	Articles of Association, the controlling
	shareholders as defined herein shall be the
	“interested shareholders”;
	(II) if the Company has repurchased its own shares
	by agreement outside a stock exchange in
	accordance with the Articles of Association,
	shareholders of shares in relation to such
	agreement shall be the “interested shareholders”;
	(III) under a restructuring proposal of the
	Company, shareholders who will bear liability in a
	proportion smaller than that of the liability borne
	by other shareholders of the same class, or
	shareholders who have an interest in a
	restructuring proposal of the Company that is
	different from the interest in such restructuring
	proposal of other shareholders of the same class
	shall be the “interested shareholders”.
58.	Article 123Resolutions of class meetings may be	Deleted	The Mandatory Provisions have been
	passed only by more than two-thirds of the voting		repealed.
	rights of that class represented at the meeting in
	accordance with the preceding paragraph.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association		Basis of Amendments
59.	Article 124	To hold a class meeting, a written	Deleted	The Mandatory Provisions have been
	notice shall be given according to Article 76 of the			repealed.
	Articles of Association, so as to notify all the
	shareholders	of the relevant class listed on the
	register of the matters to be considered at the
	meeting and	the date and venue of the meeting.
	Where the number of voting shares represented by
	the shareholders to attend the meeting is more than
	half of the total number of voting shares of the
	class, the Company may convene a class meeting. If
	not, the Company shall, within five days, notify the
	shareholders	again of the matters to be considered
	at the meeting, the date and venue of the meeting in
	the form of	a public announcement. After the
	notification	via the public announcement, the
	Company may convene the class meeting.
	If there are	special provisions in the regulatory
	rules of the place where the Company’s shares are
	listed, such provisions shall prevail.
60.	Article 125The notice of a class meeting shall be		Deleted	The Mandatory Provisions have been
	served only to the shareholders entitled to vote at			repealed.
	the meeting.
	Unless otherwise stipulated in the Articles of
	Association,	the procedures according to which a
	class meeting is held shall, to the extent possible,
	be identical to those according to which a general
	meeting is held. The clauses of the Articles of
	Association relevant to procedures for holding a
	general meeting shall apply to class meetings.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association		Basis of Amendments
61.	Article 126In	addition to holders of other classes	Deleted	The Mandatory Provisions have been
	of shares, holders of domestic shares and overseas			repealed.
	listed foreign	shares shall be deemed to be
	shareholders of different classes. The special
	voting procedures for approval by a class of
	shareholders shall not apply:
	(I) where, as	approved by way of a special
	resolution of the general meeting, the Company
	issues, either separately or concurrently, domestic
	shares and overseas listed foreign shares every 12
	months, and the number of the domestic shares and
	overseas listed	foreign shares intended to be issued
	does not exceed 20% of the issued and outstanding
	shares of the respective class;
	(II) where the	plan for the issuance of domestic
	shares and overseas listed foreign shares upon the
	establishment of the Company is completed within
	15 months after being approved by the securities
	regulatory authorities under the State Council;
	(III) where, with the approval of the securities
	regulatory authorities under the State Council and
	the Hong Kong Stock Exchange, the holders of
	domestic shares of the Company transfer all or part
	of the shares held by them to foreign investors and
	list them overseas, or the holders of domestic
	shares of the Company are approved to convert all
	or part of their	domestic shares into foreign shares,
	and the converted foreign shares can be listed and
	traded on overseas stock exchanges.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing	Articles of Association	Amended Articles of Association	Amended Articles of Association	Amended Articles of Association		Basis of Amendments
62.	Article 127 Directors are elected or replaced by the general meeting with a term of office of three		Article ~~127~~102 Directors are elected or replaced by the general meeting with a term of office of three			The relevant provisions Appendix III to the Hong		under Kong
	years. Upon expiration of the term, the directors		years. Upon expiration of the term,		the directors may	Listing Rules have been deleted;
	may be re-elected and serve consecutive terms.		be re-elected and serve	consecutive terms. Directors
	Directors are not required to hold shares in the		are not required to hold shares in the Company.			amendments for improvement			are
	Company.					made	in accordance with		the
			~~The written notice regarding the intent of nominating~~			relevant provisions under Appendix
	The written notice regarding the intent of		~~the~~ ~~director~~ ~~candidates~~ ~~and~~		~~the~~ ~~candidates’~~	III of	the Hong Kong Listing Rules;
	nominating the	director candidates and the	~~acceptance of the nomination shall be sent to the~~
	candidates’ acceptance of the nomination shall be		~~Company seven days before the general meeting (the~~			the duplicate content is deleted.
	sent to the Company seven days before the general		~~period will commence from the day~~		~~after the dispatch~~
	meeting (the period will commence from the day		~~of the notice of the general meeting, and end no later~~
	after the dispatch of the notice of the general		~~than seven days prior to the date of such general~~
	meeting, and end	no later than seven days prior to	~~meeting). T~~he term of office of directors is from the
	the date of such	general meeting). The term of	date of taking office until the expiration of the term
	office of directors is from the date of taking office		of office of the current	Board. Where no election is
	until the expiration of the term of office of the		conducted in time before the expiration of the term of
	current Board. Where no election is conducted in		office of a director, the existing director shall, before
	time before the expiration of the term of office of		the director-elected takes office, continue to perform
	a director, the existing director shall, before the		his/her duty as a director in accordance with laws,
	director-elected takes office, continue to perform		administrative regulations, departmental rules and
	his/her duty as a director in accordance with laws,		the Articles of Association.
	administrative regulations, departmental rules and
	the Articles of Association.		Any director appointed	by the Board to fill a casual
			vacancy or as an addition to the		Board shall hold
	Any director appointed by the Board to fill a		office only until the	first annual shareholder’s
	casual vacancy or	as an addition to the Board shall	general meeting of the	Company	following his/her
	hold office only until the first shareholder’s		appointment, and shall then be		eligible for re-
	general meeting of the Company following his/her		election.
	appointment, and shall then be eligible for re-
	election.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Articles of Association	Amended Articles of Association	Amended Articles of Association	Amended Articles of Association
Unless otherwise required by laws, regulations, or ~~Unless otherwise required by laws, regulations, or~~
regulatory rules in the place where the Company’s ~~regulatory rules in the place where the Company’s~~
shares are listed, the shareholders may remove any ~~shares are listed, the shareholders may remove any~~
director (including the general manager ~~director (including the~~			~~general manager concurrently~~
concurrently serving as a director and other ~~serving as a director and other executive directors)~~
executive directors) before the expiration of ~~before the expiration of his/her term of office by way~~
his/her term of office by way of an ordinary ~~of an ordinary ~~		~~resolution at the general meeting,~~
resolution at the general meeting, without ~~without prejudice to claims for damages made by the~~
prejudice to claims for damages made by the ~~director pursuant to any contract.~~
director pursuant to any contract.
Under the prerequisite of abiding by relevant laws
Under the prerequisite of abiding by relevant laws and	administrative regulations, the general meeting
and administrative regulations, the general may	remove any director before the expiration of
meeting may remove any director before the his/her term of office by way of an ordinary
expiration of his/her term of office by way of an resolution, without prejudice to claims made by the
ordinary resolution, without prejudice to claims director pursuant to any contract.
made by the director pursuant to any contract.
The	general manager		or other senior officers may
The general manager or other senior officers may concurrently serve as a director, but the total number
concurrently serve as a director, but the total of directors concurrently serving as the general
number of directors concurrently serving as the manager or other senior officer positions shall be not
general manager or other senior officer positions more than half		of the directors of the Company.
shall be not more than half of the directors of the
Company.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Amended Articles of Association	Amended Articles of Association	Basis of Amendments
63.	Article 139The Board shall be accountable to the	Article~~139~~114The Board shall be accountable to the		Article 107 of the PRC Guidelines
	general meeting and exercise the following power:	general meeting and exercise the following power:		on AoA;
	(I) To convene a general meeting and report to the	(I) To convene a general meeting and report to the		amendments for improvement.
	meeting on the work of the Board;	meeting on the work of	the Board;
	(II) To implement the resolutions of the general	(II) To implement the	resolutions of the general
	meeting;	meeting;
	(III) To decide on the business plan and investment	(III) To decide on the business plan and investment
	scheme of the Company;	scheme of the Company;
	(IV) To formulate the annual financial budgetary	(IV) To formulate the	annual financial budgetary
	plans and final accounting plans of the Company;	plans and final accounting plans of the Company;
	(V) To formulate the profit distribution plan and	(V) To formulate the profit distribution plan and loss
	loss recovery plan of the Company;	recovery plan of the Company;
	(VI) To formulate plans of increasing or	(VI) To formulate plans of increasing or decreasing
	decreasing the Company’s registered capital,	the Company’s registered capital, issuing corporate
	issuing corporate bonds or other securities and	bonds or other securities and going public;
	going public;
		(VII) To formulate plans for substantial acquisition,
	(VII) To formulate plans for substantial acquisition, repurchase of shares, or merger,	~~repurchase~~ acquisitionof shares, or merger, division, dissolution and change of corporate form of the
	division, dissolution and change of corporate form	Company;
	of the Company;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Articles of Association	Existing Articles of Association	Amended Articles of Association	Amended Articles of Association
(VIII) To examine and approve the guarantees of		(VIII) To acquire the Company’s shares under any
the Company that require the approval by the		of the circumstances set forth in sub-paragraph
general meetings;		(III), (V) and(VI) of the firstparagraph of Article
		23 of the Articles of Association within the scope of
(IX) To examine and approve the transactions		authorization of the general meeting or in
under Article 142 of the Articles of Association;		accordance with theprovisions of the listing rules
		of the stock exchange where the Company’s shares
(X) To examine and approve the matters required to		are listed;
be adopted by the Board as stipulated in the
Management Measures on Connected Transactions;		(~~VIII~~IX) ~~To examine and approve the guarantees of~~ ~~the Company that require the approval by the general~~
(XI) To determine the setup of the Company’s internal management structure;		~~meetings~~ To decide on matters of the external investment, acquisition and	Company’s disposal of
		assets, pledge over assets, external guarantees,
(XII) To appoint or dismiss the general	manager	entrusted wealth management,	connected
and Secretary to the Board of the Company; to		transactions, external donations and other matters
appoint or dismiss senior officers such as	financial	within the scope of authorization by the general
officer according to the nomination of the general		meeting or in accordance with the provisions of
manager, and to decide on matters of remuneration,		the listing rules of the stock exchange where the
rewards and punishments;		Company’s shares are listed;
		(~~I~~X) To examine and approve the transactions under
		Article~~142~~116of the Articles of Association;
		(XI) To examine and approve the matters required to
		be adopted by the Board as stipulated in the
		Management Measures on Connected Transactions;
		(XII) To determine the setup of the	Company’s
		internal management structure;
		(XIII) To appoint or dismiss the general manager and
		Secretary to the Board of the Company; to appoint or
		dismiss senior officers such as financial officer
		according to the nomination of the general manager,
		and to decide on matters of remuneration, rewards
		and punishments;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Articles of Association	Existing Articles of Association	Amended Articles of Association
(XIII) To formulate the basic management system of the Company;		(X~~III~~IV) To formulate the basic management system of the Company;
(XIV) To formulate the proposals for any amendment to the Articles of Association;		(X~~I~~V) To formulate the proposals for any amendment to the Articles of Association;
(XV) To request the general meeting to engage or		(XVI) To request the general meeting to engage	or
replace the accounting firm that provides audits		replace the accounting firm that provides audits for
for the Company;		the Company;
(XVI) To debrief the work report of the general		(XVII) To debrief the work report of the general
manager of the Company and check the work of		manager of the Company and check the work of the
the general manager;		general manager;
(XVII) To manage the information disclosure of		(XVIII) To manage the information disclosure of the
the Company;		Company;
(XVIII) Any other functions and power granted by the laws, administrative regulations, departmental		(X~~VIII~~IX) Any other functions and power granted by the laws, administrative regulations, departmental
rules, regulation rules of the	place where the	rules, regulation rules of the place where the
Company’s shares are listed or the Articles of		Company’s shares are listed or the Articles	of
Association.		Association.
For matters resolved by the Board in the preceding		For matters resolved by the Board in the preceding
paragraph, except for items (VI), (VII), (VIII) and (XIV) which shall be approved by a vote of at least		paragraph, except for items (VI), (VII), (~~VIII~~IX) and (X~~I~~V) which shall be approved by a vote of at least
two-thirds of the directors, the remaining items		two-thirds of the directors, the remaining items may
may be approved by a vote of more than half of the		be approved by a vote of more than half of the
directors.		directors.
		The aforementioned matters ofpower exercised	by
		the Board of Directors beyond the scope	of
		authorization of the general meeting, or any
		transactions or arrangements of the Company
		which are required to be considered by thegeneral
		meeting pursuant to the listing rules of the stock
		exchange where the Company’s shares are listed,
		shall be submitted to the general meeting for
		consideration.

– 77 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association		Amended Articles of Association	Amended Articles of Association		Basis of Amendments
64.	Article 140For the disposal of fixed assets by the		Deleted			The Mandatory Provisions have been
	Board, in the event that the aggregate amount	of				repealed.
	the expected value of the proposed disposal	of
	fixed assets and the value of the disposed fixed
	assets during the four months prior to this
	proposed disposal exceeds 33% of the value	of
	fixed assets shown in the latest balance sheet	as
	considered at the general meeting, the Board shall
	not dispose or agree to dispose of such fixed asset
	without obtaining approval at the general meeting.
	The disposal of fixed assets referred to in this
	Article includes the transfer of interests of certain
	assets, but excludes the provision of fixed assets	as
	pledges to any guarantee.
	The validity of transactions conducted by the
	Company in relation to the disposal of fixed assets
	shall not be affected notwithstanding any violation
	of the provisions set out in the first paragraph	of
	this Article.
65.	Article 150The meeting of the Board shall be held upon the attendance of more than half of the		Article 1~~50~~24The meeting of the Board shall upon the attendance of more than half		be held of the	The duplicate content is deleted.
	directors. The resolutions of the Board shall	be	directors. ~~The resolutions of the Board shall be~~
	adopted by more than half of all the directors, and		~~adopted by more than half of all ~~	~~the directors, and~~
	resolutions on external guarantee shall be adopted		~~resolutions on external guarantee shall be adopted by~~
	by more than two-thirds of all the directors.		~~more than two-thirds of all the directors~~.
	“One person, one vote” is performed for the vote		“One person, one vote” is performed for the vote on
	on resolutions of the Board. When the numbers	of	resolutions of the Board. When the numbers of votes
	votes against and for a certain proposal are equal,		against and for a certain proposal are equal, the
	the chairman of the Board shall have a casting		chairman of the Board shall have	a casting vote.
	vote.

– 78 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association		Amended Articles of Association	Basis of Amendments
66.	Article 162Persons who hold positions other than the non-executive positions in the Company’s		Article 1~~62~~36Persons who hold positions other than the non-executive positions in the Company’s	Article 126 of the PRC Guidelines on AoA.
	controlling shareholders, de facto controllers	and	controlling shareholders, de facto controllers and
	their close associates (as defined in the Hong Kong		their close associates (as defined in the Hong Kong
	Listing Rules) shall not serve as directors or senior		Listing Rules) shall not serve as directors or senior
	officer of the Company.		officer of the Company.
			Senior officers of the Company shall be
			remunerated only by the Company and not by the
			controlling shareholder on behalf of the Company.

67.	Addition		Article 146 The senior officers of the Company	Article 135 of the PRC Guidelines
			shall faithfully perform their duties and safeguard	on AoA.
			the best interests of the Company and all
			shareholders. If a senior officer of the Company
			fails to faithfully perform his or her duties or
			violate his or her fiduciary duties and causes
			damage to the interests of the Company and the
			public shareholders, he or she shall be liable for
			compensation in accordance with the law.

68.	Article 180 The Company shall have a Board of Supervisors, which shall consist of three		Article 1~~80~~55 The Company shall have a Board of Supervisors, which shall consist of three supervisors,	The Mandatory Provisions have been repealed;
	supervisors, including one chairman.	The	including one chairman. The appointment or
	appointment or dismissal of the chairman of the		dismissal of the chairman of the Board of Supervisors	the relevant requirements of the
	Board of Supervisors shall be determined by two-thirds or more of the members of the Board of		shall be determined by~~two-thirds or more~~ more than half ofthe members of the Board of Supervisors. The	Hong Kong Listing Rules have been deleted;
	Supervisors. The chairman of the Board of		chairman of the Board of Supervisors shall convene
	Supervisors shall convene and preside over	the	and preside over the meeting of the Board of	Article 144 of the PRC Guidelines
	meeting of the Board of Supervisors. When the		Supervisors. When the chairman of the Board of	on AoA.
	chairman of the Board of Supervisors is unable or		Supervisors is unable or fails to perform his or her
	fails to perform his or her duty, a supervisor jointly		duty, a supervisor jointly recommended by more than
	recommended by more than half of the supervisors		half of the supervisors shall convene and preside over
	shall convene and preside over the meeting of the		the meeting of the Board of Supervisors.
	Board of Supervisors.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Amended Articles of Association	Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments	Basis of Amendments
	The Board of Supervisors shall include	The Board of Supervisors shall include shareholder
	shareholder representatives and a certain	representatives and a certain proportion of staff
	proportion of staff representatives of the Company,	representatives of the Company, and the proportion
	and the proportion of staff representatives shall be	of staff representatives shall be not less than one-
	not less than one-third of the total number of	third of the total number of supervisors. The staff
	supervisors. The staff representatives are	representatives are democratically elected and
	democratically elected and removed by the	removed by the Company’s staff at the staff
	Company’s staff at the staff representative	representative assembly, general staff meeting or
	assembly, general staff meeting or otherwise. The	otherwise. The shareholder representatives are
	shareholder representatives are elected and	elected and removed by the general meeting.
	removed by the general meeting.
69.	Article 186Meetings of the Board of Supervisors may be held and voted on the spot, through	Article 1~~86~~61Meetings of the Board of Supervisors may be held and voted on the spot, through	The Mandatory Provisions have repealed;					been
	communication or a combination of both.	communication or a combination of both.
			the relevant requirements of					the
	Each supervisor shall have one vote. The meeting	Each supervisor shall have one vote. The meeting of	Hong Kong Listing Rules have					been
	of the Board of Supervisors shall be attended by	the Board of Supervisors shall be attended by	deleted;
	supervisors personally. The supervisor unable to	supervisors personally. The supervisor unable to
	attend for a certain reason may appoint another	attend for a certain reason may appoint another	Article	146	of	the	the	PRC
	supervisor to attend the meeting in a written form,	supervisor to attend the meeting in a written form, the	Guidelines on		AoA.
	the power of attorney shall clearly state the agent’s	power of attorney shall clearly state the agent’s name,
	name, the agency matters, and the scope and	the agency matters, and the scope and validity of
	validity of authorization, and shall be signed and	authorization, and shall be signed and sealed by the
	sealed by the principal. The supervisor who	principal. The supervisor who attends the meeting on
	attends the meeting on behalf of another	behalf of another supervisor shall exercise the rights
	supervisor shall exercise the rights of supervisors	of supervisors within the authority.
	within the authority.
		The resolutions of the Board of Supervisors shall be
	The resolutions of the Board of Supervisors shall be adopted by two-thirds or more of the members	adopted by~~two-thirds or more~~ more than half ofthe members of the Board of Supervisors.
	of the Board of Supervisors.
70.	Article 187 The Board of Supervisors shall formulate the rules of procedures for the Board of	Article 1~~87~~62 The Board of Supervisors shall formulate the rules of procedures for the Board of	Article 147 of on AoA.		the PRC		Guidelines
	Supervisors, stipulating its methods of discussing	Supervisors, stipulating its methods of discussing
	official business and voting procedures, so as to	official business and voting procedures, so as to
	ensure its efficient operation and reasonable	ensure its efficient operation and reasonable
	decision-making.	decision-making. The rules of procedures for the
		Board of Supervisors shall be annexed to the
		Articles of Association and shall be prepared by
		the Board of Supervisors and approved by the
		general meeting.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association		Basis of Amendments
71.	Article 190 The validity of an act of a director,		Deleted	The Mandatory Provisions have been
	general manager or other senior officers of the			repealed.
	Company on behalf of the Company towards a
	bona fide third party shall not be affected by any
	irregularity in his/her current position, election or
	qualifications.
72.	Article 191In addition to obligations imposed by		Deleted	The Mandatory Provisions have been
	the laws, administrative regulations or listing rules			repealed.
	of the stock exchange(s) where the Company’s
	shares are listed, the Company’s directors,
	supervisors, general manager and other senior
	officers shall owe the following obligations to
	each shareholder in the exercise of the functions
	and power granted to them by the Company:
	(I) Not to cause the Company to act beyond the
	scope of business as stipulated in its business
	license;
	(II) To act in good faith in the best interests of the
	Company;
	(III) Not to deprive the property of the Company in
	any form, including (but not limited to) any
	opportunity favorable to the Company;
	(IV) Not to deprive the individual rights and
	interests of the	shareholders, including (but not
	limited to) any distribution rights and voting
	rights, but excluding any plan of reorganization of
	the Company submitted to the general meeting for
	approval in accordance with the Articles of
	Association.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association		Basis of Amendments
73.	Article 192 The Company’s director, supervisor,		Deleted	The Mandatory Provisions have been
	general manager and other senior officers shall			repealed.
	have a duty, in the exercise of his/her power and
	discharge of his/her duties, to exercise	the care,
	diligence and skill that a reasonably	prudent
	person would exercise in comparable circumstances.
74.	Article 193The Company’s directors, supervisors,		Deleted	The Mandatory Provisions have been
	general manager and other senior officers shall, in			repealed.
	the exercise of their duties, abide by the principles
	of honesty and creditability and shall not place
	themselves in a position where there is a possible
	conflict between their personal interests	and their
	duties. This principle shall include (but not limited
	to) the fulfillment of the following obligations:
	(I) To act in good faith in the best interests of the
	Company;
	(II) To exercise power within the scope of their
	functions and power and not to act beyond such
	power;
	(III) To personally exercise the discretion	vested in
	him/her, not to allow himself/herself to be
	manipulated by another person and, not to delegate
	the exercise of his/her discretion to another party
	unless permitted by the laws and administrative
	regulations or with the consent of the general
	meeting that has been informed;
	(IV) To treat shareholders of the same class
	equally and to be impartial to shareholders of
	different classes;
	(V) Not to conclude a contract or enter into a
	transaction or arrangement with the Company
	except as otherwise provided in the Articles of
	Association or with the consent of the general
	meeting that has been informed;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	No.	Existing Articles of Association	Amended Articles of Association	Amended Articles of Association	Amended Articles of Association	Basis of Amendments
		(VI) Not to use Company property for his/her own
		benefit in any way without the consent of the
		general meeting that has been informed;
		(VII) Not to use his/her functions and power as a
		means for accepting bribes or other forms of
		illegal income, and not to illegally appropriate
		Company assets in any way, including (but not
		limited to) any opportunities that are favorable to
		the Company;
		(VIII) Not to accept commissions in connection
		with Company transactions without the consent of
		the general meeting that has been informed;
		(IX) To abide by the Articles of Association,
		perform his/her duties faithfully, protect the
		interests of the Company and not to seek personal
		gain with his/her position, functions and power in
		the Company;
		(X) Not to compete with the Company in any way
		without the consent of the general meeting that has
		been informed;
		(XI) Not to embezzle the Company’s funds or lend
		the Company’s funds to others, not to deposit the
		Company’s assets in accounts opened in his own or
		in another’s name, and unless otherwise specified
		by the laws, regulations and the Articles of
		Association, not to use the Company’s assets as
		security for the debts of the Company’s
		shareholders or other persons;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association
	(XII) Not to disclose confidential information
	relating to the Company that	was acquired by
	him/her during his/her office without the consent
	of the general meeting that has been informed, and
	not to use such information except in the interests
	of the Company; however, such information may
	be disclosed to the court or	other government
	authorities if:
	1. Required by law;
	2. Required for the public interest;
	3. Required for the interest	of such director,
	supervisor, general manager	and other senior
	officers of the Company.
75.	Article 194 The director, supervisor, general		Deleted	The Mandatory Provisions have been
	manager and other senior officers of the Company			repealed.
	shall not cause the following	persons or entities
	(the “associates”) to do what he/she is prohibited
	from doing:
	(I) The spouse or minor child of that director,
	supervisor, general manager	and other senior
	officers of the Company;
	(II) The director, supervisor, general manager and
	other senior officers of the Company and a trustee
	of any persons referred to in Item (I) of this article;
	(III) The director, supervisor, general manager and
	other senior officers of the Company or any person
	that has a partnership with those referred to in Item
	(I) and (II) of this article;
	(IV) A company controlled	by the director,
	supervisor, general manager	and other senior
	officers of the Company solely or jointly with
	those persons referred to in Item (I), (II) and (III)
	above or any other director, supervisor, general
	manager and senior officers of the Company in
	fact;
	(V) The director, supervisor, general manager and
	other senior officers of the controlled company
	referred to in Item (IV) of this	Article.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association	Amended Articles of Association	Basis of Amendments
76.	Article 195 The obligation of honesty and credibility of the Company’s directors,		Article 1~~95~~65 The obligation of honesty and credibility of the Company’s directors, supervisors,	The Mandatory Provisions have been repealed.
	supervisors, general manager and other senior		general manager and other senior officers does not
	officers does not necessarily cease with the		necessarily cease with the termination of their office.
	termination of their office. Their confidentiality		Their confidentiality obligation in relation to the
	obligation	in relation to the Company’s trade	Company’s trade secrets shall continue after the
	secrets shall continue after the termination of their		termination of their office. The term for which other
	office. The term for which other obligations shall		obligations shall continue shall be decided upon in
	continue shall be decided upon in accordance with		accordance with the principle of fairness, depending
	the principle of fairness, depending on the time		on the time lapse between the termination and the
	lapse between the termination and the occurrence		occurrence of the matter as well as the circumstances
	of the matter as well as the circumstances and		and conditions under which the relationship with the
	conditions under which the relationship with the		Company is terminated.
	Company	is terminated.
			The liability of directors, supervisors, general
	The liability of directors, supervisors, general		manager and other senior officers of the Company for
	manager and other senior officers of the Company		breaching a given obligation may be waived by the
	for breaching a given obligation may be waived by		general meeting that has knowledge of the
	the general meeting that has knowledge of the		circumstances~~, save for the circumstances specified~~
	circumstances, save for the circumstances		~~in Article 57 of the Articles of Association~~.
	specified	in Article 57 of the Articles of
	Association.
77.	Article 196 If a director, supervisor, general		Deleted	The Mandatory Provisions have been
	manager or other senior officers of the Company			repealed;
	has directly or indirectly been vested a material
	interest in a contract, transaction or arrangement			the relevant requirements of the
	concluded	or planned by the Company (except for		Hong Kong Listing Rules have been
	his/her employment contract with the Company),			deleted.
	he/she shall disclose the nature and extent of
	his/her interest to the Board at the earliest
	opportunity, whether or not the matter is normally
	subject to	the approval of the Board.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Existing Articles of Association	Amended Articles of Association
Except as provided for in note 1 appended to
Appendix 3 to the Listing Rules or approved by
Hong	Kong Stock Exchange, the director shall	not
vote on any contract or arrangement or any other
proposed resolution of the Board in which he/she
has a	material interest through himself/herself or
any of his/her close associates (as defined in		the
Listing Rules); nor shall he/she be counted when
determining whether a quorum is present at		the
meeting, unless otherwise stipulated by the laws,
administrative regulations, normative documents,
and securities regulatory authority at the place
where	the Company’s shares are listed.
Unless the interested director, supervisor, general
manager or other senior officers of the Company
has disclosed such interest to the Board as required
under	the preceding paragraphs of this Article	and
the matter has been approved by the Board at a
meeting in which he/she was not counted in		the
quorum and had refrained from voting,		the
Company shall have the right to void the contract,
transaction or arrangement, except where the other
party	is a bona fide party acting without
knowledge of the breach of obligation by		the
director, supervisor, general manager or other
senior	officer concerned.
A director, supervisor, general manager and other
senior	officers of the Company shall be deemed to
have an interest in any contract, transaction or
arrangement in which a connected person of that
director, supervisor, president and senior officer
has an interest.

– 86 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association	Amended Articles of Association	Basis of Amendments
78.	Article 197Where a director, supervisor, general		Deleted	The Mandatory Provisions have been
	manager and other senior officers of the Company			repealed.
	gives to the Board a general notice in writing
	stating that, by reason of the facts specified in the
	notice, he is interested in contracts, transactions or
	arrangements of any description which may
	subsequently be made by the	Company, that notice
	shall be deemed for the purposes of the preceding
	Article to be a sufficient declaration of his
	interests, so far as the content stated in such notice
	is concerned, provided that such general notice
	shall have been given before	the date on which the
	question of entering into the relevant contract,
	transaction or arrangement	is first taken into
	consideration on behalf of the Company.
79.	Article 198The Company shall not by any means		Deleted	The Mandatory Provisions have been
	pay taxes for or on behalf of its director,			repealed.
	supervisor, general manager and other senior
	officers.
80.	Article 199 The Company	shall not directly or	Deleted	The Mandatory Provisions have been
	indirectly make a loan	to or provide any		repealed.
	guarantees in connection with the loan to a
	director, supervisor, general manager and other
	senior officers of the Company or any of their
	respective associates.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association
	However, the following transactions are not
	subject to the above prohibition:
	(I) The provision by the Company of a loan or a
	loan guarantee to its subsidiaries;
	(II) The provision by the Company of a loan or a
	loan guarantee, or any other fund to any of its
	directors, supervisors, general manager and other
	senior officers to meet expenditure incurred or to
	be incurred by him for the	purposes of the
	Company or for the purpose of	enabling him to
	perform his/her duties, in accordance with the
	terms of a service contract approved by the
	shareholders in the general meeting;
	(III) The provision by the Company of a loan or a
	loan guarantee to a relevant director, supervisor,
	general manager and other senior officers of the
	Company and to a respective	associate thereof
	based on normal commercial terms, if the ordinary
	business scope of the Company covers providing a
	loan or a loan guarantee.
81.	Article 200 A loan made by	the Company in	Deleted	The Mandatory Provisions have been
	breach of the preceding Article shall be forthwith			repealed.
	repayable by the recipient of the loan regardless of
	the terms of the loan in a timely manner.
82.	Article 201 Loan guarantee provided by the		Deleted	The Mandatory Provisions have been
	Company in breach of item (I) of Article 199 shall			repealed.
	not be enforceable against the Company, unless:
	(I) A loan was provided to a respective associate of
	any of the director, supervisor,	general manager
	and other senior officers of the Company or of the
	Company’s parent company and the lender did not
	know the relevant circumstances;
	(II) The collateral provided by the Company has
	been lawfully disposed of by the lender to a bona
	fide purchaser.

– 88 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association		Basis of Amendments
83.	Article 202	For the purpose of the foregoing	Deleted	The Mandatory Provisions have been
	provisions of this Chapter, a “guarantee” includes			repealed.
	an undertaking of responsibilities or a provision of
	property to secure the performance of obligations
	by the obligor.
84.	Article 204	The Company shall enter into a	Deleted	The Mandatory Provisions have been
	contract in writing with the directors, supervisors			repealed;
	and senior officers, which shall include at least the
	following provisions:			the relevant requirements of the
				Hong Kong Listing Rules have been
	(I) The directors, supervisors and senior officers			deleted.
	undertake to	the Company that they shall comply
	with the Company Law, Special Regulations, the
	Articles of Association, the Codes on Takeovers
	and Mergers	and Share Repurchases, the Codes on
	Share Repurchases, the Hong Kong Listing Rules
	and other regulations made by the Stock Exchange
	of Hong Kong and the CSRC, and agree that the
	Company shall enjoy the remedial measures
	provided for	in the Articles of Association, and
	that the contract and their offices shall not be
	transferred;
	(II) The directors, supervisors and senior officers
	undertake to the Company representing every
	shareholder that they shall observe and perform
	their obligations to the shareholders as stipulated
	in the Articles of Association;
	(III) The arbitration provisions in the Articles of
	Association and the Hong Kong Listing Rules.

– 89 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association		Basis of Amendments
85.	Article 205 The Company shall, with the prior		Deleted	The Mandatory Provisions have been
	approval of shareholders in the general meeting,			repealed.
	enter into a contract in writing with a director or
	supervisor wherein his/her remunerations are
	stipulated, including:
	(I) Remunerations in respect of his/her service as
	director, supervisor or other senior officers of the
	Company;
	(II) Remunerations in respect of his/her service as
	director, supervisor or other senior officers of any
	subsidiary of the Company;
	(III) Remunerations in respect of the provision of
	other services in connection with the management
	of the Company or any of its subsidiaries;
	(IV) Compensation for loss of the position or
	retirement from office.
	Except under a contract entered into in accordance
	with the foregoing, no proceedings may be brought
	to a court by a director or supervisor against the
	Company for any benefits in respect of the matters
	aforementioned.
	The Company	shall disclose to shareholders the
	remuneration received by directors, supervisors
	and senior officers from the Company on a regular
	basis.

– 90 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association		Basis of Amendments
86.	Article 206 The	contract for remunerations	Deleted	The Mandatory Provisions have been
	entered into between the Company and its			repealed.
	directors or supervisors shall provide that in the
	event of a takeover of the Company, the directors
	and supervisors shall, subject to the prior approval
	of the shareholders	in the general meeting, have
	the right to receive compensation or other payment
	for loss of the position or retirement.
	A takeover of the Company as referred to above
	means:
	(I) A takeover offer made by any person to all
	shareholders;
	(II) An offer made by any person with a view to
	rendering the offer or a “controlling shareholder”.
	A “controlling shareholder” shall have the same
	meaning as defined in Article 58 of the Articles of
	Association.
	If the relevant director or supervisor does not
	comply with this Article, any sum so received by
	him/her shall belong to those persons who have
	sold their shares as a result of the said offer made.
	The expenses incurred in distributing that sum pro
	rata among those persons shall be borne by the
	relevant director or	supervisor and shall not be
	paid out of that sum.

– 91 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association		Amended Articles of Association	Basis of Amendments
87.	Article 215Surplus reserves of the Company shall be used for loss recovery, business expansion or	Article ~~215~~175 Surplus reserves of the Company shall be used for loss recovery, business expansion or		The Mandatory Provisions have been repealed.
	registered capital replenishment of the Company.	registered capital replenishment of	the Company.
	Nevertheless, the capital reserve will not be used	Nevertheless, the capital reserve will	not be used to
	to offset the loss of the Company. The capital	offset the loss of the Company. ~~The ~~	~~capital reserve~~
	reserve includes the following amounts:	~~includes the following amounts:~~
	(I) Premium obtained from the share issuance at a	~~(I) Premium obtained from the share issuance at a~~
	price higher than the face value;	~~price higher than the face value;~~
	(II) Other incomes that shall be listed in the capital	~~(II) Other incomes that shall be listed in the capital~~
	reserves according to the provisions of the finance	~~reserves according to the provisions ~~	~~of the finance~~
	administration authority of the State Council.	~~administration authority of the State Council.~~
	When the legal reserve is converted into the	When the legal reserve is converted into the
	registered capital, the remaining amount of such	registered capital, the remaining amount of such
	reserve shall not be less than 25% of the registered	reserve shall not be less than 25% of the registered
	capital of the Company before the conversion.	capital of the Company before the conversion.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Amended Articles of Association	Basis of Amendments
88.	Article 218The Company shall appoint collection agents for holders of foreign shares listed	Article ~~218~~178 The Company shall appoint collection agents for holders of foreign shares listed	The Mandatory Provisions have been repealed;
	overseas. The agents shall receive the dividends	overseas. The agents shall receive the dividends and
	and other amounts payable distributed by the	other amounts payable distributed by the Company to	the relevant requirements of the
	Company to the foreign shares listed overseas on	the foreign shares listed overseas on behalf of	Hong Kong Listing Rules have been
	behalf of relevant shareholders.	relevant shareholders.	deleted.
	The collection agent appointed by the Company	The collection agent appointed by the Company shall
	shall comply with the requirements set out by the	comply with the requirements set out by the laws in
	laws in the listing region or related provisions of	the listing region or related provisions of the stock
	the stock exchange.	exchange.
	The collection agent appointed by the Company	~~The collection agent appointed by the Company for~~
	for the holders of the overseas listed foreign shares	~~the holders of the overseas listed foreign shares listed~~
	listed in Hong Kong shall be a trust company	~~in Hong Kong shall be a trust company registered in~~
	registered in accordance with the Trustee	~~accordance with the Trustee Ordinance of Hong~~
	Ordinance of Hong Kong. The Company shall	~~Kong. The Company shall have the right to terminate~~
	have the right to terminate the delivery of the	~~the delivery of the dividend coupon through the~~
	dividend coupon through the postal service to a	~~postal service to a holder of overseas listed foreign~~
	holder of overseas listed foreign shares, but the	~~shares, but the Company can only exercise such right~~
	Company can only exercise such right after the	~~after the dividend coupon is not cashed for twice in~~
	dividend coupon is not cashed for twice in	~~succession. Nevertheless, the Company also can~~
	succession. Nevertheless, the Company also can	~~exercise such right, provided that such dividend~~
	exercise such right, provided that such dividend	~~coupon is not delivered to the recipient but returned~~
	coupon is not delivered to the recipient but	~~for the first time.~~
	returned for the first time.
		~~As to the exercise of right to issue the warrant to an~~
	As to the exercise of right to issue the warrant to	~~unregistered holder, the Company shall not issue any~~
	an unregistered holder, the Company shall not	~~new warrant to supersede the lost warrant, unless the~~
	issue any new warrant to supersede the lost	~~Company firmly believes that the original warrant~~
	warrant, unless the Company firmly believes that	~~has been destroyed without reasonable doubt.~~
	the original warrant has been destroyed without
	reasonable doubt.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Articles of Association	Amended Articles of Association	Amended Articles of Association
The Company shall have the right to sell the ~~The Company shall have the right to sell the overseas~~
overseas listed foreign shares held by a ~~listed foreign shares held by a shareholder who is not~~
shareholder who is not available for contact in ~~available for contact in such a way as is considered~~
such a way as is considered appropriate by the ~~appropriate by the Board of Directors, but such sale~~
Board of Directors, but such sale shall observe the ~~shall observe the following conditions:~~
following conditions:
~~(I) The dividend has been distributed to relevant~~
(I) The dividend has been distributed to relevant ~~shares for at least 3 times within 12 years, during~~
shares for at least 3 times within 12 years, during ~~which the dividend is unclaimed; and~~
which the dividend is unclaimed; and
~~(II) After the 12-year period expires, the Company~~
(II) After the 12-year period expires, the Company ~~shall publish an announcement on ~~		~~one or more~~
shall publish an announcement on one or more ~~newspapers in the listing ~~	~~region of ~~	~~the Company,~~
newspapers in the listing region of the Company, ~~specifying the intent to sell the shares, and notify~~
specifying the intent to sell the shares, and notify ~~Hong Kong Exchanges and Clearing ~~		~~Limited where~~
Hong Kong Exchanges and Clearing Limited ~~such shares are listed.~~
where such shares are listed.
~~To the extent permitted by related laws and~~
To the extent permitted by related laws and ~~regulations of China, the Company can exercise the~~
regulations of China, the Company can exercise ~~right to confiscate the unclaimed dividend, but such~~
the right to confiscate the unclaimed dividend, but ~~right shall not be exercised before the expiration of~~
such right shall not be exercised before the ~~relevant applicable period~~	~~of limitation.~~
expiration of relevant applicable period of
limitation. ~~The amount paid by a shareholder ~~		~~for any share~~
~~before the shareholders are urged to pay for their~~
The amount paid by a shareholder for any share ~~shares can generate the interest, but the shareholder~~
before the shareholders are urged to pay for their ~~shall have no right to participate in the dividend~~
shares can generate the interest, but the ~~declared subsequently on such prepaid amount.~~
shareholder shall have no right to participate in the
dividend declared subsequently on such prepaid
amount.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Amended Articles of Association	Amended Articles of Association	Basis of Amendments
89.	Article 220 The first accounting firm of the Company shall be appointed by the founding	Article ~~220~~180 ~~The first accounting firm of the~~ ~~Company shall be appointed by the founding~~		The Mandatory Provisions have been repealed.
	assembly before the first annual meeting of	~~assembly before the first annual meeting of~~
	shareholders and the term of the accounting firm	~~shareholders and the term of the accounting firm~~
	shall be terminated when the first annual meeting	~~shall be terminated when the first annual meeting of~~
	of shareholders ends. When the founding assembly	~~shareholders ends. When the founding assembly fails~~
	fails to exercise the authority set out in the	~~to exercise the authority set out in the ~~	~~preceding~~
	preceding paragraph, the Board of Directors shall	~~paragraph, the Board of Directors shall exercise the~~
	exercise the authority. The decision to engage an	~~authority. T~~he decision to engage an accounting firm
	accounting firm shall be made by the	shall be made by the Shareholders’ General Meeting,
	Shareholders’ General Meeting, and the Board of	and the Board of Directors shall not decide	to appoint
	Directors shall not decide to appoint an accounting	an accounting firm before the Shareholders’ General
	firm before the Shareholders’ General Meeting	Meeting makes the decision. The term of the
	makes the decision. The term of the accounting	accounting firm appointed by the Company shall
	firm appointed by the Company shall range from	range from the ending of the current annual meeting
	the ending of the current annual meeting of	of shareholders of the Company to the ending of next
	shareholders of the Company to the ending of next	annual meeting of shareholders.
	annual meeting of shareholders.
90.	Article 221 The accounting firm engaged by the	Deleted		The Mandatory Provisions have been
	Company shall enjoy the following rights:			repealed.
	(I) Inquire the account book, records or vouchers
	of the Company at any time, and have the right to
	require the directors, President or other senior
	managers of the Company to provide relevant
	materials and statements;
	(II) Require the Company take every reasonable
	measure to obtain the materials and statements
	required by the accounting firm for duty
	performance from the subsidiaries;
	(III) Participate in the shareholders’ meeting,
	obtain the meeting notice any shareholder is
	entitled to and other information related to the
	meeting, and address any shareholders’ meeting
	over the issues concerning the accounting firm.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association		Basis of Amendments
91.	Article 222If the position of the accounting firm		Deleted	The Mandatory Provisions have been
	is vacant, the Board of Directors can appoint an			repealed.
	accounting firm to fill the vacancy before the
	Shareholders’ General Meeting open, but the
	appointment shall be confirmed by next
	Shareholders’ General Meeting. Nevertheless, if
	the Company has another accounting firm during
	the vacancy, such accounting firm can still act.
	The Shareholders’ General Meeting shall observe
	the following provisions when	engaging a
	candidate accounting firm not in position now to
	fill any vacancy of the position of the accounting
	firm, or continue engaging an accounting firm
	engaged by the Board of Directors to fill the
	vacancy, or dismiss an accounting firm whose term
	does not expire yet:
	(I) The proposal on engagement or dismissal shall
	be sent to the accounting firm proposed for
	engagement or proposed for departure, or the
	accounting firm that has departed	in relevant
	accounting year. Departure includes dismissal,
	discharge and resignation.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	No.	Existing Articles of Association	Amended Articles of Association		Basis of Amendments
		(II) If the accounting firm about to depart from the
		position makes a written statement and requires
		the Company to furnish such statement to the
		shareholders, the Company shall take the
		following measures, unless the Company receives
		such written statement too late:
		1. Specify the accounting firm about to depart
		from the position has made the statement on the
		notice distributed to make a resolution;
		2. Deliver the duplicate of statement as an
		attachment of the meeting notice of the
		Shareholders’ General Meeting to every
		shareholder entitled to receive the notice in the
		manner stipulated by these Articles of Association.
		(III) If the Company fails to distribute the
		statement of relevant accounting firm as specified
		in item (II) under this paragraph, relevant
		accounting firm may require the statement to be
		read out at the Shareholders’ General Meeting and
		further appeal.
		(IV) The accounting firm that has departed from
		the position shall have the right to participate in
		the following meetings:
		1. The Shareholders’ General Meeting for which
		the term of the accounting should expire;
		2. The Shareholders’ General Meeting that incurs a
		vacancy because of the dismissal of the accounting
		firm; and
		3. The Shareholders’ General Meeting convened
		because of the active resignation of the accounting
		firm.
		The departed accounting firm shall have the right
		to receive all the notices or other information
		related to the aforesaid meetings, and address such
		meetings over the issues concerning the
		accounting firm as the former accounting firm of
		the Company.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Amended Articles of Association		Basis of Amendments
92.	Article 223 The Shareholders’ General Meeting	Deleted		The Mandatory Provisions have been
	can dismiss any accounting firm through a			repealed.
	common resolution before the term of such
	accounting firm expires, no matter how the articles
	of the contract made by the Company with such
	accounting firm specify. If relevant accounting
	firm enjoys the right to claim compensations from
	the Company because of the dismissal, relevant
	rights shall not be influenced by this provision.
93.	Article 225 The remuneration, or the method to determine the remuneration, of the accounting firm	Article ~~225~~182 The remuneration~~, or the method to~~ ~~determine the remuneration, ~~of the accounting firm		The Mandatory Provisions have been repealed.
	shall be determined by the Shareholders’ General	shall be determined by the Shareholders’ General
	Meeting. The remuneration of the accounting firm	Meeting. ~~The remuneration of the accounting firm~~
	engaged by the Board of Directors shall be	~~engaged by the Board of Directors shall be~~
	determined by the Board of Directors.	~~determined by the Board of Directors.~~
94.	Article 226 The Shareholders’ General Meeting	Deleted		The Mandatory Provisions have been
	shall make the resolution to engage, dismiss and			repealed.
	no longer the accounting firm of the Company and
	report to the securities regulator of the State
	Council.
95.	Article 227When deciding to dismiss or no longer extend the engagement of the accounting firm, the	Article ~~227~~183 When deciding to dismiss or no longer extend the engagement of the accounting firm,		The Mandatory Provisions have been repealed;
	Bank shall notify the accounting firm 30 days in	the Bank shall notify the accounting firm 30 days in
	advance. When the Shareholders’ General Meeting	advance. When the Shareholders’ General Meeting of		the relevant requirements of the
	of the Bank votes on the decision to dismiss the	the Bank votes on the decision to dismiss the		Hong Kong Listing Rules have been
	accounting firm, the accounting firm shall be	accounting firm, the accounting firm shall be allowed		deleted;
	allowed to state its opinions.	to state its opinions.
				Article 163 of the PRC Guidelines
	When the accounting firm asks to resign from the	When the accounting firm asks to resign from the		on AoA.
	position, the accounting firm shall state to the	position, the accounting firm shall state	to the
	Shareholders’ General Meeting whether the	Shareholders’ General Meeting whether the Company
	Company has had any improper causes or events.	has had any improper causes or events.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Articles of	Association	Amended Articles of Association	Amended Articles of Association
The accounting firm may resign from the position		~~The accounting firm may resign from the position by~~
by putting the written notice	of resignation in the	~~putting the written notice of resignation in the legal~~
legal address of the Company. The notice shall		~~address of the Company. The notice shall take effect~~
take effect on the date when it is placed in the legal		~~on the date when it is placed in the legal address of~~
address of the Company or the date indicated in		~~the Company or the date indicated in the notice. The~~
the notice. The notice shall include the following		~~notice shall include the~~	~~following statements:~~
statements:
		~~(I) The declaration claiming that its resignation~~
(I) The declaration claiming that its resignation		~~doesn’t involve anything that should be stated to the~~
doesn’t involve anything that should be stated to		~~shareholders or creditors of the Company; or~~
the shareholders or creditors	of the Company; or
		~~(II) Statement on any ~~	~~such affair that should be~~
(II) Statement on any such affair that should be		~~clarified.~~
clarified.
		~~The Company shall deliver the copy of the written~~
The Company shall deliver the copy of the written		~~notice stated in the previous paragraph to relevant~~
notice stated in the previous paragraph to relevant		~~sponsoring authority within 14 days after receipt of~~
sponsoring authority within 14 days after receipt		~~such notice. If the notice contains the statement~~
of such notice. If the notice contains the statement		~~mentioned in item (II) under the previous paragraph,~~
mentioned in item (II) under the previous		~~the Company shall keep the duplicate of such~~
paragraph, the Company shall keep the duplicate		~~statement in the Company for the inquiry by the~~
of such statement in the Company for the inquiry		~~shareholders and deliver the duplicate of such~~
by the shareholders and deliver the duplicate of		~~statement to every shareholder who is entitled to~~
such statement to every shareholder who is entitled		~~receive the financial position report of the issuer.~~
to receive the financial position report of the
issuer.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association	Amended Articles of Association	Basis of Amendments
	Unless otherwise specified by these	Articles of	~~Unless otherwise specified by these Articles of~~
	Association, the Company shall also	deliver the	~~Association, the Company shall also deliver the~~
	duplicate of the aforesaid statement in the mail		~~duplicate of the aforesaid statement in the mail with~~
	with the postage paid to each holder of the		~~the postage paid to each holder of the overseas listed~~
	overseas listed shares, and the addresses of the		~~shares, and the addresses of the recipients shall be~~
	recipients shall be subject to the registration in the		~~subject to the registration in the list of shareholders.~~
	list of shareholders. Alternatively, the Company		~~Alternatively, the Company can publish the statement~~
	can publish the statement on the website of the		~~on the website of the stock exchange in the stock~~
	stock exchange in the stock listing region of the		~~listing region of the Company or one or more~~
	Company or one or more newspapers	designated	~~newspapers designated by the stock exchange or~~
	by the stock exchange or specified by these		~~specified by these Articles of Association.~~
	Articles of Association.
			~~If the notice of resignation of the accounting firm~~
	If the notice of resignation of the accounting firm		~~contains any statement stated in item 2, paragraph 3~~
	contains any statement stated in item 2, paragraph		~~of this article, the accounting firm can require the~~
	3 of this article, the accounting firm can require		~~Board~~ ~~of~~ ~~Directors~~ ~~hold~~ ~~an~~ ~~extraordinary~~
	the Board of Directors hold an extraordinary		~~Shareholders’~~ ~~General~~ ~~Meeting~~ ~~to~~ ~~hear~~ ~~the~~
	Shareholders’ General Meeting to	hear the	~~explanation about relevant situations concerning its~~
	explanation about relevant situations	concerning	~~resignation.~~
	its resignation.
96.	Article 232The Company delivers announcements and makes information disclosures to the domestic		Article 2~~32~~88The Company delivers announcements and makes information disclosures to the domestic	The relevant requirements of the Hong Kong Listing Rules have been
	shareholders through the information	disclosure	shareholders through the information disclosure	deleted.
	newspapers and websites designated by laws,		newspapers and websites designated by laws,
	administrative regulations or domestic	regulators.	administrative regulations or domestic regulators. If
	If these Articles of Association specify		these Articles of Association specify announcements
	announcements shall be sent to holders of H		shall be sent to holders of H shares, relevant
	shares, relevant announcements	shall be	announcements shall be simultaneously published on
	simultaneously published on the	newspaper,	the newspaper, magazine website and/or the
	magazine website and/or the Company’s website		Company’s website as defined by the Hong Kong
	as defined by the Hong Kong Listing Rules. All the		Listing Rules.~~All the notices or other documents that~~
	notices or other documents that the Company shall		~~the Company shall submit to Hong Kong Exchanges~~
	submit to Hong Kong Exchanges and Clearing		~~and Clearing Limited subject to Chapter 13 of the~~
	Limited subject to Chapter 13 of the Hong Kong		~~Hong Kong Listing Rules shall be made in English or~~
	Listing Rules shall be made in English	or attached	~~attached with the signed and certified English~~
	with the signed and certified English translations.		~~translations.~~

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Existing Articles of Association			Amended Articles of	Amended Articles of	Association	Basis of Amendments	Basis of Amendments
97.	Article 234 The merger or separation of the		Deleted					The Mandatory Provisions have been
	Company shall be proposed by the Board of							repealed.
	Directors of the Company and adopted in line with
	the procedure specified by these Articles of
	Association, and then relevant examination &
	approval procedures shall be handled according to
	the law. A shareholder opposing the merger or
	separation plan of the Company shall have the
	right to require the Company or the shareholders
	consenting with the merger or separation plan to
	buy his shares at a fair price. The content of the
	merger or separation	resolution of the Company
	shall be made in a special document to be checked
	by the shareholders.
	The aforesaid documents shall be delivered via
	posting to the holders of the foreign shares listed
	abroad.
98.	Article 237 When the Company is separated, its property shall be correspondingly separated.		Article~~237~~192When the Company is separated, its property shall be correspondingly separated.					The Mandatory Provisions have been repealed;
	In the case of separation, relevant parties to the		In the	case of separation, relevant parties to the				Article 175 of the Company	Law.
	separation shall sign	a separation agreement, and	separation shall sign a separation agreement, and
	prepare the balance sheet and the property list. The		prepare		the balance	sheet and	the property list. The
	Company shall notify its creditors of merger		Company shall notify its creditors of merger within
	within 10 days after such resolution is adopted and		10 days		after such resolution is adopted and make a
	make a public announcement on a newspaper for at		public announcement on a newspaper ~~for at least 3~~
	least 3 times within 30 days.		~~times~~within 30 days.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing	Articles of Association	Amended Articles of Association	Amended Articles of Association	Basis of Amendments
99.	Article 241 The following causes:	Company is dissolved for the Article ~~241~~196 The Company is following causes:		dissolved for the	The Mandatory Provisions have been repealed;
	(I) The operating	term specified in these Articles (I)	The operating term specified in these Articles of		Article 179 of the PRC Guidelines
	of Association expires and other dissolution causes Association expires and other dissolution causes				on AoA.
	specified in these Articles of Association occur; specified in these Articles of Association occur;
	(II) The Shareholders’ General Meeting resolves to (II) The Shareholders’ General Meeting resolves to
	dissolve the Company; dissolve the Company;
	(III) When dissolution is necessary due to merger (III) When dissolution is necessary due to merger or
	or division of the Company; division of the Company;
	(IV) Declared bankrupt according to the law ~~(IV) Declared bankrupt according to the law because~~
	because of the failure to repay the debts upon their ~~of the failure to repay the debts upon their maturity;~~
	maturity;
	(V) Deprived of the business license, or ordered to (~~V~~IV) Deprived of the business license, or ordered to close down or be dissolved;
	close down or be	dissolved;
	(VI) The shareholders holding more than 10% of (~~VI~~V) The shareholders holding more than 10% of the voting rights of the Company may request the
	the voting rights of the Company may request the court dissolve the Company, when the Company
	court dissolve the Company, when the Company suffers serious difficulty in business and operation,
	suffers serious difficulty in business and operation, its further existence will seriously harm the interests
	its further existence will seriously harm the of		the shareholders, and other	ways have been
	interests of the shareholders, and other ways have exhausted;
	been exhausted.
		(VI) Other circumstances under which the
		Company should be dissolved as stipulated by
		laws and regulations.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Amended Articles of Association		Basis of Amendments
100.	Article 243 The Company shall establish the liquidation group to start the liquidation within 15	Article ~~243~~198 The Company shall establish the liquidation group to start the liquidation within 15		The Mandatory Provisions have been repealed;
	days after the dissolution event occurs, if the	days after the dissolution event occurs, if the
	Company is dissolved due to items (I), (II), (V) and (VI) of Article 241 of these Articles of	Company is dissolved due to items (I), (II), (~~V~~IV) and (~~VI~~V) of Article ~~241~~196 of these Articles of		Article 181 of the PRC Guidelines on AoA.
	Association. The liquidation group shall be	Association. The liquidation group shall	be
	composed of directors or other persons determined	composed of directors or other persons determined	by
	by the Shareholders’ General Meeting. Where the	the Shareholders’ General Meeting. Where the
	liquidation group is not established within the	liquidation group is not established within the
	aforesaid period, the creditors can request the	aforesaid period, the creditors can request the
	people’s court to designate related people to form	people’s court to designate related people to form a
	a liquidation group for liquidation.	liquidation group for liquidation.
	If the Company is dissolved on account of the	~~If the Company is dissolved on account of the~~
	provision of item (IV) of Article 241 of these	~~provision of item (IV) of Article 241 of these Articles~~
	Articles of Association, the people’s court shall,	~~of Association, the people’s court shall, according to~~
	according to relevant laws, organize the	~~relevant laws, organize the shareholders, relevant~~
	shareholders, relevant authorities and relevant	~~authorities and relevant professionals to establish the~~
	professionals to establish the liquidation team to	~~liquidation team to carry out the liquidation.~~
	carry out the liquidation.
101.	Article 244 If the Board of Directors decides to	Deleted		The Mandatory Provisions have been
	liquidate the Company (except when the Company			repealed.
	declares bankruptcy and is accordingly
	liquidated), the Board of Directors shall state that
	it has thoroughly investigated the status of the
	Company, and believes the Company can liquidate
	all the liabilities within 12 months after the
	liquidation starts in the notice of the Shareholders’
	General Meeting convened for the liquidation.
	Once the Shareholders’ General Meeting adopts
	the liquidation resolution, the authorities of the
	Board of Directors of the Company shall be
	immediately stopped.
	The liquidation team shall observe the instructions
	of the Shareholders’ General Meeting, report the
	income and expenditure of the liquidation team as
	well as the progress of the business and liquidation
	of the Company to the Shareholders’ General
	Meeting at least once each year, and deliver the
	final report to the Shareholders’ General Meeting
	when the liquidation finishes.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Amended Articles of Association	Basis of Amendments
102.	Article 246The liquidation team shall inform the creditors within 10 days after establishment, and	Article~~246~~200The liquidation team shall inform the creditors within 10 days after establishment, and	The Mandatory Provisions have been repealed;
	make an announcement on the newspaper for at	make an announcement on the newspaper~~for at least~~
	least 3 times within 60 days. The creditors shall	~~3 times ~~within 60 days. The creditors shall declare	Article 185 of the Company Law.
	declare their credits to the liquidation group within	their credits to the liquidation group within 30 days
	30 days after receipt of the notice, or within 45	after receipt of the notice, or within 45 days after the
	days after the date of the announcement, if they	date of the announcement, if they don’t receive the
	don’t receive the notice.	notice.
	The creditors shall, while declaring their claims,	The creditors shall, while declaring their claims, state
	state particulars of their claims and provide	particulars of their claims and provide supporting
	supporting documents. The liquidation group shall	documents. The liquidation group shall register the
	register the credits.	credits.
	During the declaration of credit, the liquidation	During the declaration of credit, the liquidation group
	group shall not perform the liquidation to the	shall not perform the liquidation to the creditors.
	creditors.
103.	Article 249After the liquidation of the Company finishes, the liquidation team shall prepare the	Article~~249~~203After the liquidation of the Company finishes, the liquidation team shall prepare the	The Mandatory Provisions have been repealed;
	liquidation report as well as the income &	liquidation report ~~as well as the income &~~
	expenditure statement and the accounting book in	~~expenditure statement and the accounting book in the~~	Article 186 of the PRC Guidelines
	the liquidation period, and submit the same to the Shareholders’ General Meeting or relevant	~~liquidation period~~, submit the report to the Shareholders’ General Meeting or ~~relevant~~	on AoA.
	sponsoring authority for confirmation after the verification by the Chinese certified public	~~sponsoring~~ ~~authority~~ the people’s court for confirmation, ~~after the verification by the Chinese~~
	accountant. The liquidation team shall, within 30	~~certified public accountant. The liquidation team~~
	days after the date of the confirmation by the	~~shall, within 30 days after the date of the~~
	Shareholders’ General Meeting or relevant	~~confirmation by the Shareholders’ General Meeting~~
	sponsoring authority, submit the aforesaid documents to the company registration authority to	~~or relevant sponsoring authority,~~ and submit ~~the~~ ~~aforesaid documents ~~to the company registration
	apply to write off the registration of the Company,	authority to apply to write off the registration of the
	and announce the termination of the Company.	Company, and announce the termination of the
		Company.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Amended Articles of Association	Amended Articles of Association	Amended Articles of Association	Amended Articles of Association	Basis of Amendments
104.	Article 253These Articles of Association shall be amended if:	Article~~253~~207These Articles of Association shall be amended if:				The Mandatory Provisions have been repealed;
	(I) These Articles of Association are in conflict	(I) These Articles of Association are in conflict with				Article 190 of the PRC Guidelines
	with the revised Company Law, or relevant laws	the revised Company Law, or relevant laws and				on AoA.
	and regulations;	administrative		regulations;
	(II) Any change has occurred to the Company’s	(II) Any change has			occurred to the Company’s
	conditions recorded in these Articles of	conditions recorded in			these Articles of Association;
	Association; or	or
	(III) The Shareholders’General Meeting decides to	(III) The Shareholders’ General Meeting decides to
	revise these Articles of Association.	revise these Articles of Association.
	If the revision of these Articles of Association	If the revision of these Articles of Association
	involves the contents in the Mandatory Provisions, the revision shall take effect after it is approved by	adopted by resolution of the Shareholders’ General Meeting ~~involves the contents in the~~
	the company approval authority authorized by the	~~Mandatory ~~	~~Provisions, the revision shall take effect~~
	State Council and the securities authority of the	~~after it is ~~	~~approved ~~		~~by the company approval~~
	State Council (if applicable). If the revision	~~authority authorized by the State Council and the~~
	involves company registration affairs, the	~~securities ~~	~~authority ~~		~~of the State Council (if~~
	Company shall handle the change registration according to the law.	~~applicable).~~ should be examined and approved by the Competent Authority, they must be reported to
		the Competent Authority for approval. If the
		revision involves company registration affairs, the
		Company	shall handle the change registration
		according to the law.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association			Basis of Amendments
105.	Chapter XIII Settlement of Dispute		Deleted	The Mandatory Provisions have been
				repealed.
106.	Article 257 The Company shall observe the		Deleted	The Mandatory Provisions have been
	following rules to settle disputes:			repealed.
	(I) Relevant parties shall submit any dispute or
	claim for arbitration, if such dispute or claim
	arises in conjunction with the affairs of the
	Company based on the rights and obligations
	specified by these Articles of Association, the
	Company Law, the Special Provisions,	other
	relevant laws and administrative regulations
	between the holders of overseas listed foreign
	shares and the Company, or between the holders of
	overseas listed foreign shares (including holders of
	overseas listed foreign shares and holders of
	unlisted foreign shares) and the directors,
	supervisors, the General Manager or other senior
	officers of the Company, or between the holders of
	the overseas listed foreign shares and the holders
	of the domestic shares.
	When the aforesaid dispute or claim is submitted
	for arbitration, it shall be the claim or dispute in
	whole. Any person having the cause of action for
	one affair or required to solve the aforesaid dispute
	or claim shall observe the arbitration, if the
	identity of such person is the Company or any
	shareholder, director, supervisor, General Manager
	or other senior officers of the Company.
	The dispute regarding the identification of
	shareholders or list of shareholders may be
	exempted from arbitration.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No.	Existing Articles of Association	Amended Articles of Association	Amended Articles of Association	Amended Articles of Association	Basis of Amendments
	(II) Any person requesting arbitration can choose
	China International Economic and Trade
	Arbitration Commission for arbitration in
	accordance with its arbitration rules, or choose
	Hong Kong International Arbitration Center for
	arbitration in accordance with its securities
	arbitration rules. After the applicant for arbitration
	submits the dispute or claim for arbitration, the
	other party shall conduct the arbitration at the
	arbitration agency selected by the applicant.
	If the applicant for arbitration selects Hong Kong
	International Arbitration Center for arbitration,
	any party can request to perform the arbitration in
	Shenzhen in accordance with the securities
	arbitration rules of Hong Kong International
	Arbitration Center.
	(III) Settlement of the dispute or claim under (I)
	through arbitration shall be governed by the laws
	of the People’s Republic of China, unless
	otherwise specified by the laws and regulations.
	(IV) The decision made by the arbitration
	institution shall be final and binding upon both
	parties.
107.	Article 264 These Articles of Association have been adopted by the Shareholders’ General	Article 2~~64~~17 These Articles of Association ~~have~~ ~~been adopted by the Shareholders’ General Meeting~~			Amendments for improvement.
	Meeting of the Company through an ad hoc	~~of the Company through an ad hoc resolution, and~~
	resolution, and shall take effect and be	shall take effect and be implemented as of		the date on
	implemented as of the date on which the H shares	which~~the H shares publicly offered by the Company~~
	publicly offered by the Company are listed for	~~are listed for trading at Hong ~~	~~Kong Exchanges and~~
	trading at Hong Kong Exchanges and Clearing Limited. The original Articles of Association of	~~Clearing Limited~~these Articles of Association have been approved by the Shareholders’ General
	the Company shall be automatically invalidated as	Meeting of the Company by way of		a special
	of the date when these Articles of Association take	resolution. The original Articles of Association of
	effect.	the Company shall be automatically invalidated as of
		the date when these Articles of Association take
		effect.

Notes: (1) Since the above amendments involve adding or deleting articles and adjusting the serial numbers of the articles, the serial numbers involved in the relevant chapters, articles, and cross-references of the Articles of Association shall also be adjusted accordingly.

(2) The proposed amendments to the Articles of Association are prepared in Chinese and the English version is therefore a translation only. In the event of any discrepancy between the English translation and the Chinese version of the Articles of Association, the Chinese version shall prevail.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

APPENDIX II

COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

No.	Existing Rules of Procedures	Existing Rules of Procedures	Amended Rules of Procedures
	for the General Meeting		for the General Meeting
1.	Article 2The General Meeting of Shareholders		Article 2The General Meeting of Shareholders		Article 41 of the Guidelines
	acts as the authoritative organization of the		acts as the authoritative organization of the		for the Articles of Association.
	Company which, according	to the laws,	Company which, according to the	laws,
	exercises the following power:		exercises the following power:
	(I) to decide the management policies and		(I) to decide the management policies and
	investment plans of the Company;		investment plans of the Company;
	(II) to elect and replace	directors and	(II) to elect and replace directors	and
	supervisors who are not staff	representatives,	supervisors who are not staff representatives,
	and to decide on matters relating to their		and to decide on matters relating to	their
	remuneration;		remuneration;
	(III) to review and approve the reports of the		(III) to review and approve the reports of the
	Board;		Board;
	(IV) to review and approve the reports of the		(IV) to review and approve the reports of the
	Board of Supervisors;		Board of Supervisors;
	(V) to review and approve the	annual financial	(V) to review and approve the annual financial
	budget plans and final accounting plan of the		budget plans and final accounting plan of the
	Company;		Company;
	(VI) to review and approve the profit		(VI) to review and approve the profit
	distribution plan and loss recovery plan of the		distribution plan and loss recovery plan of the
	Company;		Company;
	(VII) to make resolutions on	the increase or	(VII) to make resolutions on the increase or
	reduction of the Company’s registered capital;		reduction of the Company’s registered capital;
	(VIII) to make resolutions on the issuance of		(VIII) to make resolutions on the issuance of
	corporate bonds or other securities and public		corporate bonds or other securities and public
	listing plans;		listing plans;
	(IX) to make resolutions on matters such as the		(IX) to make resolutions on matters such as the
	merger, division, dissolution, liquidation or		merger, division, dissolution, liquidation or
	change in the organizational form of the		change in the organizational form of the
	Company;		Company;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

APPENDIX II

	No.	Existing Rules of Procedures	Amended Rules of Procedures		Basis of amendments	Basis of amendments
		for the General Meeting	for the General Meeting
		(X) to amend the Articles of Association;	(X) to amend the Articles of Association;
		(XI) to make resolutions on the appointment	(XI) to make resolutions on the appointment
		or dismissal or non-renewal of engagement	or dismissal or non-renewal of engagement
		of accounting firms by the Company;	of accounting firms by the Company;
		(XII) to consider and approve the external	(XII) to consider and approve the external
		guarantees of the Company that require the	guarantees of the Company that require the
		approval by the general meetings;	approval by the general meetings;
		(XIII) to consider the Company’s purchase or	(XIII) to consider the Company’s purchase or
		disposal of major assets within one year of an	disposal of major assets within one year of an
		aggregate value exceeding 30% of the latest	aggregate value exceeding 30% of the latest
		audited total assets of the Company;	audited total assets of the Company;
		(XIV) to consider and approve material	(XIV) to consider and approve material
		transactions and connected transactions	transactions and connected transactions
		which shall be submitted to the general	which shall be submitted to the general
		meeting for consideration in accordance with	meeting for consideration in accordance with
		laws, administrative regulations, regulatory	laws, administrative regulations, regulatory
		rules of the place where the Company’s	rules of the place where the Company’s
		shares are listed and the Articles of	shares are listed and the Articles of
		Association;	Association;
			(XV) to review the stock incentive plan and
		(XV) to review stock incentive plan;	employee stock ownership plan;
		(XVI) to consider proposals raised by	(XVI) to consider proposals raised by
		shareholder(s), individually or collectively	shareholder(s), individually or collectively
		representing over 3% of the Company’s	representing over 3% of the Company’s
		voting shares;	voting shares;
		(XVII) to review and approve the change of	(XVII) to review and approve the change of
		use of proceeds;	use of proceeds;
		(XVIII) to consider other matters that shall	(XVIII) to consider other matters that shall
		be decided by the general meeting according	be decided by the general meeting according
		to the laws, administrative regulations,	to the laws, administrative regulations,
		departmental rules, Hong Kong Listing Rules	departmental rules, Hong Kong Listing Rules
		or the Articles of Association.	or the Articles of Association.

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APPENDIX II

No.	Existing Rules of Procedures	Existing Rules of Procedures	Amended Rules of Procedures	Amended Rules of Procedures			Basis of amendments	Basis of amendments	Basis of amendments
	for the General Meeting		for the General Meeting
2.	Article 7 The general meetings	shall be	Article 7 The general meetings shall		be	Article		47		of
	divided into the annual general meetings and		divided into the annual general meetings and			the	Guidelines		for	the
	the extraordinary general meetings. The		the extraordinary general meetings. The			Articles of Association.
	annual general meeting shall be convened		annual general meeting shall be convened
	once a year, and shall be held within six		once a year, and shall be held within six
	months after the prior accounting year ends.		months after the prior accounting year ends.
	The Company shall convene an extraordinary		The Company shall convene an extraordinary
	general meeting within two months	from the	general meeting within two months from the
	date of occurrence of any of the following		date of occurrence of any of the following
	circumstances:		circumstances:
	(I) when the number of directors is	less than	(I) when the number of directors is less than
	the number specified in the Company Law or		the number specified in the Company Law		or
	two-thirds of the number required by the		two-thirds of the number required by the
	Articles of Association;		Articles of Association;
	(II) when the uncovered loss of the Company		(II) when the uncovered loss of the Company
	reaches one-third of the total paid-in share		reaches one-third of the total paid-in share
	capital of the Company;		capital of the Company;
	(III) at the request of shareholders who		(III) at the request of shareholders who
	individually or collectively hold more than		individually or collectively hold more than
	10% of the Company’s issued voting shares;		10% of the Company’s issued voting shares;
	(IV) when the Board considers it necessary;		(IV) when the Board considers it necessary;
	(V) when the Board of Supervisors	proposes	(V) when the Board of Supervisors proposes
	such a meeting be held;		such a meeting be held;
	(VI) as proposed by more than two		(VI) as proposed by ~~more~~	~~than~~ ~~two~~
	independent directors;		independent director(s);
	(VII) any other circumstance required by		(VII) any other circumstance	required	by
	the laws, administrative regulations,		the laws, administrative	regulations,
	departmental rules, regulatory rules of the		departmental rules, regulatory rules of the
	place where the Company’s shares are listed		place where the Company’s shares are listed
	and the Articles of Association.		and the Articles of Association.
	The number of shares held under item (III)		The number of shares held under item (III)
	above shall be calculated from the date of		above shall be calculated from	the date	of
	such shareholder’s written request.		such shareholder’s written request.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

APPENDIX II

No.	Existing Rules of Procedures	Amended Rules of Procedures		Basis of amendments	Basis of amendments	Basis of amendments
	for the General Meeting	for the General Meeting
3.	Article 13 Shareholder(s) individually or	Article 13 Shareholder(s) individually or		The	Mandatory	Provisions
	jointly holding a total of more than 10%	jointly holding a total of more than	10%	have	been repealed.
	shares of the Company may sign one or more	shares of the Company may sign one or	more
	written requests of identical form and	written requests of identical form	and
	substance requesting the Board of Directors	substance requesting the Board of Directors
	to convene an extraordinary general meeting	to convene an extraordinary general meeting
	or a class meeting and stating the subject of	~~or a class meeting ~~and stating the subject of
	the meeting. The Board shall, pursuant to	the meeting. The Board shall, pursuant to
	relevant laws, administrative regulations, the	relevant laws, administrative regulations, the
	Hong Kong Listing Rules and the Articles of	Hong Kong Listing Rules and the Articles of
	Association, give a written reply on whether	Association, give a written reply on whether
	to agree or disagree to convene the	to agree or disagree to convene the
	extraordinary general meeting or the class	extraordinary general meeting ~~or the ~~	~~class~~
	meeting within 10 days after receipt of the	~~meeting ~~within 10 days after receipt of the
	request.	request.
	If the Board agrees to convene the extraordinary	If the Board agrees to convene the extraordinary
	general meeting or a class meeting, it shall serve	general meetin~~g or a class meeting~~, it shall serve
	a notice of such meeting within five days after	a notice of such meeting within five days after
	the resolution is made by the Board. In the event	the resolution is made by the Board. In the event
	of any change to the original proposal, the	of any change to the original proposal, the
	consent of relevant shareholder(s) shall be	consent of relevant shareholder(s) shall be
	obtained.	obtained.
	If the Board does not agree to hold the	If the Board does not agree to hold the
	extraordinary general meeting or a class meeting	extraordinary general meeting ~~or a ~~	~~class~~
	or fails to give a reply within 10 days after	~~meeting ~~or fails to give a reply within 10
	receipt of the request, shareholder(s) severally	days after receipt of the request,
	or jointly holding no less than 10% shares of the	shareholder(s) severally or jointly holding no
	Company shall be entitled to propose and	less than 10% shares of the Company shall be
	request in writing to the Board of Supervisors to	entitled to propose and request in writing to
	convene an extraordinary general meeting or a	the Board of Supervisors to convene an
	class meeting.	extraordinary general meeting ~~or a ~~	~~class~~
		~~meeting.~~

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

APPENDIX II

No.	Existing Rules of Procedures	Amended Rules of Procedures	Amended Rules of Procedures	Amended Rules of Procedures		Basis of amendments	Basis of amendments
	for the General Meeting	for the General Meeting
	If the Board of Supervisors agrees to convene	If the Board of Supervisors agrees to convene
	the extraordinary general meeting or a class	the extraordinary general meeting		~~or a class~~
	meeting, it shall serve a notice of such	~~meeting,~~ it shall serve a notice of such
	meeting within 5 days after receipt of the	meeting within 5 days	after receipt of the
	said request. In the event of any change to the	said request. In the event	of any change to the
	original proposal in the notice, the consent of	original proposal in the notice, the		consent of
	relevant Shareholder(s) shall be obtained.	relevant Shareholder(s) shall be obtained.
	If the Board of Supervisors fails to give the	If the Board of Supervisors fails to give the
	notice of such meeting within the specified	notice of such meeting within the specified
	time limit, it shall be deemed to have failed	time limit, it shall be deemed to have failed
	to convene or preside over the meeting, in	to convene or preside over the meeting, in
	which case, shareholders who individually or	which case, shareholders who individually or
	collectively hold more than 10% of the	collectively hold more	than 10% of the
	shares of the Company for more than 90	shares of the Company for more than 90
	consecutive days may convene and preside	consecutive days may convene and preside
	over the meeting themselves.	over the meeting themselves.
4.	Article 14When the Board of Supervisors or	Article 14When the Board of Supervisors or			Article 50 of the Guidelines
	the shareholders decide to convene a general	the shareholders decide to convene a general			for	the	Articles	of
	meeting of shareholders by themselves, they	meeting of shareholders	by themselves, they		Association.
	shall notify the Board of Directors in writing	shall notify the Board of	Directors in writing
	and at the same time file the notice with the	and at the same time file the notice with ~~the~~
	agency of CSRC and the corresponding stock	~~agency of CSRC and~~the	corresponding stock
	exchange where the Company is domiciled in accordance with applicable regulations.	exchange~~where the Company is domiciled~~ of the place where the shares of the Company
		are listed in accordance with		applicable
	Before an announcement on resolutions is	regulations.
	made at the general meeting, the shareholding
	percentage of the convening shareholders shall	Before an announcement on resolutions is
	not be less than 10%.	made at the general meeting, the shareholding
		percentage of the convening shareholders shall
		not be less than 10%.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

APPENDIX II

No.	Existing Rules of Procedures		Amended Rules of Procedures	Amended Rules of Procedures	Basis of amendments
	for the General Meeting		for the General Meeting
5.	Article 18 A written notice of the annual		Article 18 A written notice of the	annual	Article 102 of the Company
	general meeting shall be given at least 20 working days (excluding the date of giving		general meeting shall be given at least 20 days~~20 working days (excluding the date of~~		Law;
	the notice and the date when the meeting is		~~giving the notice and the date when the~~		Amendment for improvements.
	convened) prior to the meeting, and a written		~~meeting is convened) ~~prior to the meeting,
	notice of the extraordinary general meeting		and a written notice of the extraordinary
	shall be given at least 15 days or 10 working		general meeting shall be given at least 15
	days (whichever is longer, excluding the	date	days ~~or 10 working days (whichever is~~
	of giving the notice and the date when the		~~longer, excluding the date of giving the~~
	meeting is convened) prior to the meeting. If		~~notice and the date when the meeting is~~
	laws, regulations or the securities regulatory		~~convened) ~~prior to the meeting. If laws,
	authorities where the Company’s shares are		regulations or the securities regulatory
	listed provide otherwise, the relevant		authorities where the Company’s shares are
	provisions shall prevail.		listed provide otherwise, the relevant
			provisions shall prevail.
	The extraordinary general meeting shall not
	decide on matters not specified in the notice.		The ~~extraordinary ~~general meeting shall not
			decide on matters not specified in the	notice.
6.	Article 20When the general meeting intends		Article 20When the general meeting intends		Amendment for improvements.
	to discuss the election of directors	and	to discuss the election of directors and
	supervisors, the notice of the meeting	shall	supervisors, the notice of the meeting shall
	fully explain the details of the candidates for		fully explain the details of the candidates for
	directors and supervisors, including,	as a	directors and supervisors, including, as a
	minimum, the following contents:		minimum, the following contents:
	(I) personal particulars such as education		(I) personal particulars such as education
	background, working experience and	any	background, working experience and any
	concurrent positions;		concurrent positions;
	(II) whether there is any connected relationship		(II) whether there is any connected relationship
	with the Company or the controlling shareholder		with the Company or the controlling shareholder
	and de facto controller of the Company;		and de facto controller of the Company;
	(III) their shareholdings in the Company;		(III) their shareholdings in the Company;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

APPENDIX II

No.	Existing Rules of Procedures	Existing Rules of Procedures	Amended Rules of Procedures	Basis of amendments	Basis of amendments	Basis of amendments
	for the General Meeting		for the General Meeting
	(IV) whether he has been	punished by the	(IV) whether he has been punished by the~~CSRC~~
	CSRC, other relevant authorities and the		China Securities Regulatory Commission,
	stock exchange on which the shares of the		other relevant authorities and the stock
	Company are listed.		exchange on which the shares of the Company
			are liste~~d.~~;
	The election of each candidate for director
	and supervisor shall be proposed separately.		(V) other provisions of the securities
			regulatory authorities and the stock
			exchange where the Company’s shares are
			listed.
			The election of each candidate for director
			and supervisor shall be proposed separately.
7.	Article 29 The template power of attorney		Article 29 The ~~template ~~power of attorney	The	Mandatory	Provisions
	issued by the Board to the shareholders to		~~issued by the Board to the shareholders to~~	have	been repealed.
	appoint a proxy shall be in	such blank form	~~appoint a proxy shall be in such blank form~~
	that allows the shareholders	to freely instruct	~~that allows the shareholders to freely instruct~~
	the proxies to vote for or against or waive		~~the proxies to vote for or against or waive~~
	any proposal, and to provide separate		~~any proposal, and to provide separate~~
	instructions for each matter	that needs to be	~~instructions for each matter that needs to be~~
	decided on. It shall be stated clearly in the		~~decided on. It ~~shall be stated clearly in the
	power of attorney if the shareholder proxy		power of attorney if the shareholder proxy
	can vote at his/her discretion when the		can vote at his/her discretion when the
	shareholder does not give any specific		shareholder does not give any specific
	instructions.		instructions.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

APPENDIX II

No.
Existing Rules of Procedures
for the General Meeting

Amended Rules of Procedures
for the General Meeting
Basis of amendments

8.
Article 30The proxy form shall be deposited
at the domicile of the Company or such other
places designated in the notice of the meeting
24 hours before the meeting at which the
proxy form is authorized to vote or 24 hours
before the specified voting time. If the power
of attorney for voting is signed by the
authorized person of the appointer, the letter
of authority for signing or other authorization
documents shall be notarized. The notarized
letter of authority or other authorization
documents and the power of attorney for
voting by proxy shall be placed at the
domicile of the Company or other place
specified in the notice of the meeting. If the
principal is an institutional shareholder, its
legal representative (principal) or the person
authorized by the Board of Directors or other
decision-making authorities shall attend the
general meeting of the Company on its
behalf.
If the shareholder is a recognized clearing
house (or its agent) as defined in the relevant
ordinances made in Hong Kong from time to
time, the shareholder may authorize one or
more persons as he thinks fit to act as his
representative at any general meeting or any
class of meetings. However, if more than one
person is authorized, the power of attorney
shall state the number and type of shares in
respect of which each such person is
authorized and shall be signed by the
authorized officer of the recognized clearing
house. A person so authorized may attend a
meeting on behalf of a recognized clearing
house (or its agent) to exercise the rights as if
he were an individual shareholder of the
Company without the need to produce a
certificate of shareholding, notarized power
of attorney and/or further evidence of formal
authorization.

Article 30 ~~The proxy form shall be deposited~~
~~at the domicile of the Company or such other~~
~~places designated in the notice of the meeting~~
~~24 hours before the meeting at which the~~
~~proxy form is authorized to vote or 24 hours~~
~~before the specified voting time.~~If the power
of attorney for voting is signed by the
authorized person of the appointer, the letter
of authority for signing or other authorization
documents shall be notarized. The notarized
letter of authority or other authorization
documents and the power of attorney for
voting by proxy shall be placed at the
domicile of the Company or other place
specified in the notice of the meeting. If the
principal is an institutional shareholder, its
legal representative (principal) or the person
authorized by the Board of Directors or other
decision-making authorities shall attend the
general meeting of the Company on its
behalf.
If the shareholder is a recognized clearing
house (or its agent) as defined in the relevant
ordinances made in Hong Kong from time to
time, the shareholder may authorize one or
more persons as he thinks fit to act as his
representative at any general meeting ~~or any~~
~~class of meetings~~. However, if more than one
person is authorized, the power of attorney
shall state the number and type of shares in
respect of which each such person is
authorized and shall be signed by the
authorized officer of the recognized clearing
house. A person so authorized may attend a
meeting on behalf of a recognized clearing
house (or its agent) to exercise the rights as if
he were an individual shareholder of the
Company without the need to produce a
certificate of shareholding, notarized power
of attorney and/or further evidence of formal
authorization.
The
Mandatory
Provisions
have been repealed.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

APPENDIX II

No.	Existing Rules of Procedures	Existing Rules of Procedures		Amended Rules of Procedures	Amended Rules of Procedures		Basis of amendments	Basis of amendments	Basis of amendments	Basis of amendments
	for the General Meeting			for the General Meeting
9.	Article 40 The following matters shall		be	Article 40 The following matters shall		be	The	Mandatory		Provisions
	resolved by way of ordinary resolution of		the	resolved by way of ordinary resolution of		the	have	been repealed;
	general meeting:			general meeting:
							Article 77 of the			Guidelines
	(I) work reports of the Board of Directors		and	(I) work reports of the Board of Directors		and	for	the	Articles		of
	the Board of Supervisors;			the Board of Supervisors;			Association.
	(II) profit distribution proposals and proposals			(II) profit distribution proposals and proposals
	for making up losses formulated by	the Board;		for making up losses formulated by the Board;
	(III) appointment, dismissal and remuneration of			(III) appointment, dismissal and remuneration of
	the members of the Board of Directors and		the	the members of the Board of Directors and		the
	Board of Supervisors and the	method	of	Board of Supervisors and the method		of
	payment of the remuneration;			payment of the remuneration;
	(IV) annual financial budgets, final accounts,			(IV) annual financial budget~~s, ~~	~~and~~ final
	balance sheet, income statement	and other		account~~s, balance sheet, income statement ~~		~~and~~
	financial statements of the Company;			~~other financial statements~~of the Company;
	(V) annual report of the Company;			(V) annual report of the Company;
	(VI) the consideration and approval		of	(VI) the consideration and approval		of
	transactions as stipulated by Article	6 hereof;		transactions as stipulated by Article 6 hereof;
	(VII) matters other than those required by		the	(VII) matters other than those required by		the
	laws, administrative regulations,	regulatory		laws, administrative regulations,	regulatory
	rules of the place where the Company’s shares			rules of the place where the Company’s shares
	are listed or the Articles of Association to be			are listed or the Articles of Association to be
	passed byspecial resolutions.			passed byspecial resolutions.
10.	Article 41 The following matters shall		be	Article 41 The following matters shall		be	The	Mandatory		Provisions
	resolved by way of special resolution of		the	resolved by way of special resolution of		the	have	been repealed;
	general meeting:			general meeting:
							Article 78 of the			Guidelines
	(I) increase or reduction of the Company’s			(I) increase or reduction of the Company’s			for	the	Articles		of
	registered capital, issuance of any class of			registered capital~~, issuance of any class of~~			Association.
	shares, options and other similar types of			~~shares, options and other similar types of~~
	securities;			~~securities~~;
	(II) issuance of corporate bonds;			~~(II) issuance of corporate bonds;~~
	(III) division, merger, dissolution and liquidation or change of organizational form			(~~III~~II) division, merger, dissolution and liquidation or change of organizational form of
	of the Company;			the Company;
	(IV) amendment to the Articles		of	(~~IV~~III) amendment to the Articles		of
	Association;			Association;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

APPENDIX II

No.	Existing Rules of Procedures	Amended Rules of Procedures	Amended Rules of Procedures	Amended Rules of Procedures	Basis of amendments	Basis of amendments	Basis of amendments
	for the General Meeting	for the General Meeting
	(V) purchase and disposal of material assets by the Company within one year, or a	(~~V~~IV) purchase and disposal of material assets by the Company within one year, or a
	guarantee amount exceeding 30% of the	guarantee amount exceeding		30% of the
	audited total assets in the most recent period	audited total assets in the most		recent period
	of the Company;	of the Company;
	(VI) the equity incentive scheme;	(~~VI~~V) the equity incentive scheme;
	(VII) other matters required by the laws, administrative regulations, department rules,	(~~VII~~VI) other matters required by the laws, administrative regulations, department rules,
	regulatory rules of the place where the	regulatory rules of the place where the
	Company’s shares are listed or the Articles of	Company’s shares are listed or	the Articles of
	Association, and matters which, according to	Association, and matters which, according to
	an ordinary resolution of the general	an ordinary resolution of		the general
	meeting, may have a significant impact on	meeting, may have a significant impact on
	the Company and shall be adopted by way of	the Company and shall be adopted by way of
	a special resolution.	a special resolution.
11.	Chapter 7 Special Voting Procedures for	Deleted			The	Mandatory	Provisions
	Class Shareholders				have	been repealed.
12.	Article 60 Shareholders who hold different	Deleted			The	Mandatory	Provisions
	classes of shares shall be class shareholders.				have	been repealed.
	Class shareholders shall enjoy rights and
	assume obligations in accordance with laws,
	administrative regulations, Hong Kong
	Listing Rules, and the Articles of
	Association. Shareholders of each class shall
	have the same rights with respect to any
	distribution made by way of dividend or
	otherwise.
13.	Article 61If the Company intends to change	Deleted			The	Mandatory	Provisions
	or abrogate the rights of class shareholders, it				have	been repealed.
	may do so only after such change or
	abrogation has been approved by way of a
	special resolution at the general meeting and
	by a separate class meeting convened by the
	affected shareholders of that class in
	accordance with Articles 63-66 hereof.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

APPENDIX II

No.	Existing Rules of Procedures	Existing Rules of Procedures	Amended Rules of Procedures	Basis of amendments	Basis of amendments	Basis of amendments
	for the General Meeting		for the General Meeting
	Where, with the approval of the	securities
	regulatory authorities under the State
	Council and the Hong Kong Stock Exchange,
	the act of the holders of domestic	shares of
	the Company to transfer all or part of the
	shares they hold to the foreign investors and
	list and trade them on the overseas market, or
	the act of converting all or part of the
	domestic shares to the overseas listed foreign
	shares and trade them on the overseas stock
	exchange shall not be regarded as the
	Company’s intention to change or abolish the
	rights of class shareholders.
14.	Article 62 The rights of shareholders of a		Deleted	The	Mandatory	Provisions
	certain class shall be deemed to have been			have	been repealed.
	changed or abolished in the	following
	circumstances:
	(I) to increase or decrease the number of
	shares of such class, or to increase or
	decrease the number of shares of a class
	having voting rights, distribution	rights or
	other privileges equal or superior to those of
	the shares of such class;
	(II) to effect an exchange of all or part of the
	shares of such class into shares of another
	class, or to effect an exchange or create a
	right of exchange of all or part of the shares
	of another class into the shares of such class;
	(III) to remove or reduce rights to accrued
	dividends or cumulative dividends attached
	to shares of such class;
	(IV) to reduce or remove a	dividend
	preference or property distribution
	preference during the liquidation of the
	Company attached to shares of such class;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

APPENDIX II

No.	Existing Rules of Procedures	Existing Rules of Procedures	Amended Rules of Procedures		Basis of amendments	Basis of amendments
	for the General Meeting		for the General Meeting
	(V) to add, remove or	reduce share
	conversion rights, options,	voting rights,
	transfer rights, preemptive rights to rights
	issues or rights to acquire securities of the
	Company attached to shares	of such class;
	(VI) to remove or reduce rights to receive
	amounts payable by the Company in a
	particular currency attached to shares of such
	class;
	(VII) to create a new class	of shares with
	voting rights, distribution rights or other
	privileges equal or superior	to those of the
	shares of such class;
	(VIII) to restrict or impose additional
	restrictions on the transfer of ownership of
	shares of such class;
	(IX) to issue rights to subscribe for, or
	convert into, shares of such class or another
	class;
	(X) to increase the rights and privileges of
	shares of another class;
	(XI) to restructure the Company where the
	proposed restructuring will result in different
	classes of shareholders having to bear
	liability to different extents;
	(XII) to amend or cancel the articles of this
	chapter.
15.	Article 63Shareholders of the affected class,		Deleted	The	Mandatory	Provisions
	whether or not originally having the right to			have	been repealed.
	vote at general meetings, shall have the right
	to vote at class meetings in respect of matters
	referred to in items (II) to (VIII) and (XI) to
	(XII) above, except that interested
	shareholders shall not have the right to vote
	at class meetings.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

APPENDIX II

No.	Existing Rules of Procedures	Amended Rules of Procedures	Basis of amendments	Basis of amendments	Basis of amendments
	for the General Meeting	for the General Meeting
	For the purposes of the preceding paragraph,
	the term “interested shareholders” shall have
	the following meanings:
	(I) if the Company has made a repurchase
	offer to all shareholders in the same
	proportion or has repurchased its own shares
	through public trading on a stock exchange in
	accordance with the Articles of Association,
	the controlling shareholders as defined in the
	Articles of Association shall be the
	“interested shareholders”;
	(II) if the Company has repurchased its own
	shares by agreement outside a stock
	exchange in accordance with the Articles of
	Association, shareholders in relation to such
	agreement shall be the “interested
	shareholders”;
	(III) under a restructuring proposal of the
	Company, shareholders who will bear
	liability in a proportion smaller than that of
	the liability borne by other shareholders of
	the same class, or shareholders who have an
	interest in a restructuring proposal of the
	Company that is different from the interest in
	such restructuring proposal of other
	shareholders of the same class shall be the
	“interested shareholders”.
16.	Article 64Resolutions of class meetings may	Deleted	The	Mandatory	Provisions
	be passed only by more than two-thirds of the		have	been repealed.
	voting rights of that class represented at the
	meeting in accordance with the preceding
	paragraph.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

APPENDIX II

No.	Existing Rules of Procedures	Amended Rules of Procedures	Basis of amendments	Basis of amendments	Basis of amendments
	for the General Meeting	for the General Meeting
	To hold a class meeting, a written notice shall
	be given prior to the meeting according to
	Article 19 hereof, so as to notify all the
	shareholders of the relevant class listed on
	the register of the matters to be considered at
	the meeting and the date and venue of the
	meeting.
	Where the number of voting shares
	represented by the shareholders to attend the
	meeting is more than half of the total number
	of voting shares of the class, the Company
	may convene a class meeting. If not, the
	Company shall, within five days, notify the
	shareholders again of the matters to be
	considered at the meeting, the date and venue
	of the meeting in the form of a public
	announcement. After the notification via the
	public announcement, the Company may
	convene the class meeting.
	If there are special provisions in the
	regulatory rules of the place where the
	Company’s shares are listed, such provisions
	shall prevail.
17.	Article 65The notice of a class meeting shall	Deleted	The	Mandatory	Provisions
	be served only to the shareholders entitled to		have	been repealed.
	vote at the meeting.
	The procedures according to which a class
	meeting is held shall, to the extent possible,
	be identical to those according to which a
	general meeting is held. The clauses of the
	Articles of Association and articles hereof for
	the procedures for holding a general meeting
	shall apply to class meetings.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

APPENDIX II

No.	Existing Rules of Procedures	Amended Rules of Procedures	Basis of amendments	Basis of amendments	Basis of amendments
	for the General Meeting	for the General Meeting
18.	Article 66 In addition to holders of other	Deleted	The	Mandatory	Provisions
	classes of shares, holders of domestic shares		have	been repealed.
	and overseas listed foreign shares shall be
	deemed to be shareholders of different
	classes. The special voting procedures for
	approval by a class of shareholders shall not
	apply:
	(I) where, as approved by way of a special
	resolution of the general meeting, the
	Company issues, either separately or
	concurrently, domestic shares and overseas
	listed foreign shares every 12 months, and
	the number of the domestic shares and
	overseas listed foreign shares intended to be
	issued does not exceed 20% of the issued and
	outstanding shares of the respective class;
	(II) where the plan for the issuance of
	domestic shares and overseas listed foreign
	shares upon the establishment of the
	Company is completed within 15 months
	after being approved by the securities
	regulatory authorities under the State
	Council;
	(III) where, with the approval of the
	securities regulatory authorities under the
	State Council and the Hong Kong Stock
	Exchange, the holders of domestic shares of
	the Company transfer the shares held by them
	to foreign investors, or the holders of
	domestic shares of the Company are
	approved to convert all or part of their
	domestic shares into foreign shares, and the
	transferred or converted foreign shares can
	be listed and traded on overseas stock
	exchanges.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

APPENDIX II

No.	Existing Rules of Procedures		Amended Rules of Procedures	Basis of amendments
	for the General Meeting		for the General Meeting
19.	Article 71For matters not covered herein or in conflict with the laws, regulations,		Article ~~71~~64 For matters not covered herein ~~or in conflict with the laws, regulations,~~	Amendment for improvements.
	departmental rules, the Hong Kong Listing		~~departmental rules, the Hong Kong Listing~~
	Rules, other regulatory documents or	the	~~Rules, other regulatory documents or the~~
	Articles of Association promulgated after the		~~Articles of Association promulgated after the~~
	effective date of these Rules, the laws,		~~effective date of these Rules, the laws,~~
	regulations, departmental rules, the Hong		~~regulations, departmental rules, the Hong~~
	Kong Listing Rules, other regulatory		~~Kong~~ ~~Listing~~ ~~Rules,~~ ~~other~~ ~~regulatory~~
	documents or the Articles of Association		~~documents or the Articles of Association~~
	shall prevail.		~~shall prevail.~~ shall be implemented in accordance with national laws,
			regulations, departmental rules,
			mandatory regulatory documents, and the
			relevant provisions of the stock exchange
			on which the Company is listed and the
			Articles of Association; inthe event of any
			inconsistency between these Rules and
			national laws and regulations,
			departmental rules, mandatory regulatory
			documents, the relevant provisions of the
			stock exchange on which the Company is
			listed and the Articles of Association, the
			relevant laws, regulations, departmental
			rules, mandatory regulatory documents,
			and the relevant provisions of Articles of
			Association shall prevail.
20.	Article 73These Rules have considered approved at the General Meeting of	and the	Article ~~73~~66 These Rules have considered and approved at the General Meeting of the	Amendment for improvements.
	Company and shall become effective and be		Company and shall become effective and be
	implemented as of the date on which the H		implemented as of the date on ~~which the H~~
	shares publicly offered by the Company	are	~~shares publicly offered by the Company are~~
	listed for trading on the Main Board of Hong		~~listed for trading on the Main Board of Hong~~
	Kong Stock Exchange. The original Rules of Procedures for the General Meeting of the		~~Kong Stock Exchange.~~ which it is adopted by the Shareholders’ General Meeting of
	Company shall be automatically invalidated		the Company. The original Rules of
	from the date when these Rules takes effect.		Procedures for the General Meeting of the
			Company shall be automatically invalidated
			from the date when these Rules takes effect.

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APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

Notes: (1) As the above amendments involve the deletion of articles and adjusting the serial numbers of the articles, the serial numbers involved in the relevant chapters, articles, and cross-references of the Rules of Procedures for the General Meeting shall also be adjusted accordingly.
(2) The proposed amendments to the Rules of Procedures for the General Meeting are drafted in Chinese and the English version is a translation only. In the event of any discrepancy between the English translation and the Chinese version of the Rules of Procedures for the General Meeting, the Chinese version shall prevail.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

APPENDIX III

COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

No.	Existing Rules of Procedures for	Amended Rules of Procedures for	Basis of amendments	Basis of amendments	Basis of amendments
	the Board of Directors	the Board of Directors
1.	Article 6 The Board shall be accountable to	Article 6 The Board shall be accountable to	Article 107 of Guidelines on
	the general meeting and exercise the	the general meeting and exercise the	the	Articles of Association;
	following power:	following power:
			The	Mandatory	Provisions
	(I) To convene a general meeting and report	(I) To convene a general meeting and report	has	been repealed.
	to the meeting on the work of the Board;	to the meeting on the work of the Board;
	(II) To implement the resolutions of the	(II) To implement the resolutions of the
	general meeting;	general meeting;
	(III) To decide on the business plan and	(III) To decide on the business plan and
	investment scheme of the Company;	investment scheme of the Company;
	(IV) To formulate the annual financial	(IV) To formulate the annual financial
	budgetary plans and final accounting plans of	budgetary plans and final accounting plans of
	the Company;	the Company;
	(V) To formulate the profit distribution plan	(V) To formulate the profit distribution plan
	and loss recovery plan of the Company;	and loss recovery plan of the Company;
	(VI) To formulate plans of increasing or	(VI) To formulate plans of increasing or
	decreasing the Company’s registered capital,	decreasing the Company’s registered capital,
	issuing corporate bonds or other securities	issuing corporate bonds or other securities
	and going public;	and going public;
	(VII) To formulate plans for substantial	(VII) To formulate plans for substantial
	acquisition, repurchase of shares of the Company, or merger, division, dissolution	acquisition,~~repurchase~~ acquisitionof shares of the Company, or merger, division,
	and change of corporate form of the	dissolution and change of corporate form of
	Company;	the Company;
	(VIII) To examine and approve the	(VIII) To acquire the Company’s shares
	guarantees of the Company that fail to meet	within the scope of authorization of the
	the criteria for the approval by the general	general meeting or under any of the
	meetings;	circumstances set forth in sub-paragraph
		(III), (V) and (VI) of the first paragraph of
	(IX) To examine and approve the transactions	article 23 of the Articles of Association;
	under Article 7 hereof;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

APPENDIX III

No.	Existing Rules of Procedures for	Amended Rules of Procedures for	Basis of amendments
	the Board of Directors	the Board of Directors
	(X) To examine and approve the matters required to be adopted by the Board as	(~~VIII~~ IX) ~~To examine and approve the~~ ~~guarantees of the Company that fail to meet the~~
	stipulated in the Management Measures on	~~criteria for the approval by the general~~
	Connected Transactions;	~~meetings;~~ To decide on matters of the Company’s external investment, acquisition
	(XI) To determine the setup of the	and disposal of assets, pledge over assets,
	Company’s internal management structure;	external guarantees, entrusted wealth
		management, connected transactions, and
	(XII) To appoint or dismiss the general	external donations within the scope of
	manager and Secretary to the Board of the	authorization by the general meeting or in
	Company; to appoint or dismiss senior	accordance with the provisions of the listing
	officers such as financial officer and deputy	rules of the stock exchange where the
	general manager according to the nomination	Company’s shares are listed;
	of the general manager, and to decide on
	matters of remuneration, rewards and	(~~I~~X) To examine and approve the transactions
	punishments;	under Article 7 hereof;
	(XIII) To formulate the basic management	(XI) To examine and approve the matters
	system of the Company;	required to be adopted by the Board as
		stipulated in the Management Measures on
	(XIV) To formulate the proposals for any	Connected Transactions;
	amendment to the Articles of Association;
		(XII) To determine the setup of the
	(XV) To request the general meeting to	Company’s internal management structure;
	engage or replace the accounting firm that
	provides audits for the Company;	(XIII) To appoint or dismiss the general
		manager and Secretary to the Board of the
	(XVI) To debrief the work report of the	Company; to appoint or dismiss senior
	general manager of the Company and check	officers such as financial officer and deputy
	the work of the general manager;	general manager according to the nomination
		of the general manager, and to decide on
	(XVII) To manage the information disclosure	matters of remuneration, rewards and
	of the Company;	punishments;
		(X~~III~~IV) To formulate the basic management system of the Company;
		(X~~I~~V) To formulate the proposals for any amendment to the Articles of Association;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

APPENDIX III

No.	Existing Rules of Procedures for	Amended Rules of Procedures for	Basis of amendments
	the Board of Directors	the Board of Directors
	(XVIII) Any other functions and power	(XVI) To request the general meeting to
	granted by the laws, administrative	engage or replace the accounting firm that
	regulations, departmental rules, regulation	provides audits for the Company;
	rules of the place where the Company’s
	shares are listed or the Articles of	(XVII) To debrief the work report of the
	Association.	general manager of the Company and check
		the work of the general manager;
	For matters resolved by the Board in the
	preceding paragraph, except for items (VI),	(XVIII) To manage the information
	(VII), (VIII) and (XIV) which shall be	disclosure of the Company;
	approved by a vote of more than two-thirds
	of the directors, the remaining items may be approved by a vote of more than half of the	(X~~VIII~~IX) Any other functions and power granted by the laws, administrative
	directors.	regulations, departmental rules, regulation
		rules of the place where the Company’s
	Matters beyond the scope of authorization of	shares are listed or the Articles of
	the general meeting shall be submitted to the	Association.
	general meeting for consideration.
		For matters resolved by the Board in the
	The specific functions and powers of the	preceding paragraph, except for items (VI),
	Board of Directors prescribed by the Company Law shall be exercised collectively	(VII), (~~VIII~~IX) and (X~~I~~V) which shall be approved by a vote of more than two-thirds
	by the Board of Directors, and shall not be	of the directors, the remaining items may be
	delegated to other persons, and shall not be	approved by a vote of more than half of the
	altered or deprived by the Articles of	directors.
	Association or resolutions of the general
	meeting.	Matters beyond the scope of authorization of
		the general meeting shall be submitted to the
	For other functions and powers of the Board	general meeting for consideration.
	of Directors as stipulated in the Articles of
	Association, collective decision-making shall	The specific functions and powers of the
	be implemented for approval of major	Board of Directors prescribed by the
	businesses and matters, and no single or few	Company Law shall be exercised collectively
	directors shall be authorized to make	by the Board of Directors, and shall not be
	decisions separately.	delegated to other persons, and shall not be
		altered or deprived by the Articles of
		Association or resolutions of the general
		meeting.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

APPENDIX III

Existing Rules of Procedures for	Existing Rules of Procedures for	Amended Rules of Procedures for
the Board of Directors		the Board of Directors
For the disposal of fixed assets by the Board,		For other functions and powers of the Board
in the event that the aggregate amount of the		of Directors as stipulated in the Articles of
expected value of the proposed disposal of		Association, collective decision-making shall
fixed assets and the value of the disposed		be implemented for approval of major
fixed assets during the four months prior to		businesses and matters, and no single or few
this proposed disposal exceeds 33% of the		directors shall be authorized to make
value of fixed assets shown in the latest		decisions separately.
balance sheet as considered at the general
meeting, the Board shall not dispose or agree		~~For the disposal of fixed assets by the Board,~~
to dispose of such fixed asset without		~~in the event that the aggregate amount of the~~
obtaining approval at the general meeting.		~~expected value of the proposed disposal of~~
(The disposal of fixed	assets referred to	~~fixed assets and the value of the disposed~~
herein includes the transfer of interests in		~~fixed assets during the four months prior to~~
certain assets, but does not include the		~~this proposed disposal exceeds 33% of the~~
provision of guarantees	with fixed assets.	~~value of fixed assets shown in the latest~~
The validity of a disposal of fixed assets by		~~balance sheet as considered at the general~~
the Company shall not be affected by the		~~meeting, the Board shall not dispose or agree~~
breach of the first sentence hereof.)		~~to dispose of such fixed asset without~~
		~~obtaining approval at the general meeting.~~
		~~(The disposal of fixed assets referred to~~
		~~herein includes the transfer of interests in~~
		~~certain assets, but does not include the~~
		~~provision of guarantees with fixed assets.~~
		~~The validity of a disposal of fixed assets by~~
		~~the Company shall not be affected by the~~
		~~breach of the first sentence hereof.)~~

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

APPENDIX III

No.	Existing	Rules of		Procedures for	Amended Rules of Procedures for		Basis of amendments	Basis of amendments	Basis of amendments
	the	Board of		Directors	the Board of Directors
2.	Article 8 Under any of the following				Article 8 Under any of the following	Article 18 of the Measures
	circumstances, the Chairman shall convene				circumstances, the Chairman shall convene	for	the Administration			of
	an extraordinary board meeting within 10				an extraordinary board meeting within 10	Independent			Directors	of
	days:				days:	Listed		Companies
	(I) when proposed by more than one-tenth of				(I) when proposed by more than one-tenth of
	the shareholders with voting rights;				the shareholders with voting rights;
	(II) when proposed by more than one-third of				(II) when proposed by more than one-third of
	the directors;				the directors;
	(III) when	proposed		by half of the	(III) when proposed by ~~half~~ ~~of~~ the
	independent directors;				independent directors;
	(IV) when proposed		by the Supervisory		(IV) when proposed by the Supervisory
	Committee;				Committee;
	(V) when the	Chairman		considers necessary;	(V) when the Chairman considers necessary;
	(VI) when proposed by			the general manager;	(VI) when proposed by the general manager;
	(VII) in other	circumstances specified in the			(VII) in other circumstances specified in the
	Articles of Association.				Articles of Association.
3.	Article 46For matters		not covered herein or		Article 46For matters not covered herein~~or~~	Amendment for improvements.
	in conflict	with the		laws, regulations,	~~in~~ ~~conflict~~ ~~with~~ ~~the~~ ~~laws,~~ ~~regulations,~~
	departmental	rules, the		Hong Kong Listing	~~departmental rules, the Hong Kong Listing~~
	Rules, other	regulatory documents and the			~~Rules, other regulatory documents and the~~
	Articles of Association			in force at that time,	~~Articles of Association in force at that time,~~
	the laws, regulations, the Hong Kong Listing				~~the laws, regulations, the Hong Kong Listing~~
	Rules, other	regulatory documents and the			~~Rules, other regulatory documents and the~~
	Articles of Association			shall prevail.	~~Articles of Association shall prevail.~~ shallbe implemented in accordance with national
					laws and regulations, departmental rules,
					mandatory regulatory documents, and the
					relevant provisions of the stock exchange
					on which the Company is listed and the
					Articles of Association; in the event of
					any inconsistency between these Rules
					and national laws and regulations,
					departmental rules, mandatory regulatory
					documents, and the relevant provisions of
					the stock exchange on which the Company
					is listed and the Articles of Association,
					the relevant laws and regulations,
					departmental rules, mandatory regulatory
					documents, and the relevant provisions of
					Articles of Association shall prevail.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

APPENDIX III

No. Existing Rules of	Procedures for	Procedures for	Amended Rules of Procedures for	Basis of amendments
the Board of	Directors		the Board of Directors
4. Article 48These Rules	have considered and		Article 48These Rules have considered and	Amendment for improvements.
approved at the General Meeting of the			approved at the General Meeting of the
Company and shall become effective and be			Company and shall become effective and be
implemented as of the date on which the H			implemented as of the date on ~~which the H~~
shares publicly offered	by the Company are		~~shares publicly offered by the Company are~~
listed for trading on the	Main Board of Hong		~~listed for trading on the Main Board of Hong~~
Kong Stock Exchange. The original Rules of Procedures for the Board of Directors of the			~~Kong Stock Exchange~~ which it is adopted by the Shareholders’ General Meeting of
Company shall be automatically		invalidated	the Company. The original Rules of
as of the date when these Rules takes effect.			Procedures for the Board of Directors of the
			Company shall be automatically invalidated
			from the date when these Rules takes effect.

Note: The proposed amendments to the Rules of Procedures for the Board of Directors are drafted in Chinese, and the English version is a translation only. In the event of any discrepancy between the English translation and the Chinese version of the Rules of Procedures for the Board of Directors, the Chinese version shall prevail.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF SUPERVISORS

APPENDIX IV

COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF SUPERVISORS

	No. Existing Rules of Procedures for the Board of Supervisors	No. Existing Rules of Procedures for the Board of Supervisors
	1. Article 4 The Board of Supervisors shall have one chairman who shall be approved by more than two-thirds (inclusive) of the members of the Board of Supervisors.
		~~more an wo-rs (ncusve)~~ half of the members of the Supervisors.
	2. Article 25 “One person, one vote” is performed for the vote on resolutions of the Board of Supervisors, and voting at the meetings of the Board of Supervisors shall be conducted by open ballot or a show of hands. Supervisors may vote for, against and abstain from voting. Supervisors present at the meeting shall choose one of the above intentions. If a supervisor fails to choose or chooses two or more intentions at the same time, the presider of the meeting shall require the supervisor to make a new choice. If a supervisor refuses to choose, he/she shall be deemed as having abstained from voting. If a supervisor leaves the meeting midway without coming back and fails to choose, he/she shall be deemed as having abstained from voting. Resolutions of the Board of Supervisors shall be passed by more than two-thirds (inclusive) of all Supervisors. The resolutions of the Board of Supervisors shall be signed and confirmed by the attending supervisors.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF SUPERVISORS

APPENDIX IV

No.	Existing Rules of Procedures for the Board of Supervisors	Amended Rules of Procedures for the Board of Supervisors	Basis of amendments
3.	Article 30For matters not covered herein or	Article 30For matters not covered herein~~or~~	Amendment for improvements.
	in conflict with the laws, regulations,	~~in~~ ~~conflict~~ ~~with~~ ~~the~~ ~~laws,~~ ~~regulations,~~
	departmental rules, the Hong Kong Listing	~~departmental rules, the Hong Kong Listing~~
	Rules, other regulatory documents and the	~~Rules, other regulatory documents and the~~
	Articles of Association in force at that time,	~~Articles of Association in force at that time,~~
	the laws, regulations, the Hong Kong Listing	~~the laws, regulations, the Hong Kong Listing~~
	Rules, other regulatory documents and the	~~Rules, other regulatory documents and the~~
	Articles of Association shall prevail.	~~Articles of Association shall prevail~~ shallbe implemented in accordance with national
		laws and regulations, departmental rules,
		mandatory regulatory documents, and the
		relevant provisions of the stock exchange
		on which the Company is listed and the
		Articles of Association; in the event of
		any inconsistency between these Rules
		and national laws and regulations,
		departmental rules, mandatory regulatory
		documents, and the relevant provisions of
		the stock exchange on which the Company
		is listed and the Articles of Association,
		the relevant laws and regulations,
		departmental rules, mandatory regulatory
		documents, and the relevant provisions of
		Articles of Association shall prevail.
4.	Article 32These Rules have been considered	Article 32These Rules have been considered	Amendment for improvements.
	and approved at the General Meeting of the	and approved at the General Meeting of the
	Company and shall become effective from	Company and shall become effective from
	the date of the initial public offering of the	the date ~~of the initial public offering of the~~
	overseas listed foreign shares of the	~~overseas~~ ~~listed~~ ~~foreign~~ ~~shares~~ ~~of~~ ~~the~~
	Company on the Main Board of the Hong	~~Company on the Main Board of the Hong~~
	Kong Stock Exchange. The original Rules of Procedures for the Board of Supervisors of	~~Kong Stock Exchange~~ on which it is adopted by the Shareholders’ General
	the Company shall be automatically invalid	Meeting of the Company. The original
	from the effective date of these Rules.	Rules of Procedures for the Board of
		Supervisors of the Company shall be
		automatically invalid from the effective date
		of these Rules.

Note: The proposed amendments to the Rules of Procedures for the Board of Supervisors are drafted in Chinese and the English version is a translation only. In the event of any discrepancy between the English translation and the Chinese version of the Rules of Procedures for the Board of Supervisors, the Chinese version shall prevail.

– 132 –

NOTICE OF THE 2023 SECOND EXTRAORDINARY GENERAL MEETING

Huitongda Network Co., Ltd. 匯通達網絡股份有限公司

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

(Stock Code: 9878)

NOTICE OF THE 2023 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2023 second extraordinary general meeting (the “ EGM ”) of Huitongda Network Co., Ltd. (the “ Company ”) will be held at the Conference Room, 6/F, Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC at 2:00 p.m. on Tuesday, November 14, 2023 for considering and, if thought fit, adopting the following resolutions:

ORDINARY RESOLUTIONS

To consider and approve the resolution in relation to the proposed removal of Mr. Cheng Zichuan as an independent non-executive director of the third session of the board of directors of the Company.
To consider and approve the resolution in relation to the proposed election of Mr. Diao Yang as an independent non-executive director of the third session of the board of directors of the Company.
To consider and approve the resolution in relation to the proposed change of value-added telecommunications business operating license.
To consider and approve the resolution in relation to the proposed change in the use of proceeds from the initial public offering of H Shares.
To consider and approve the resolution in relation to the proposed adjustment to the 2023 development and investment plan.

SPECIAL RESOLUTIONS

To consider and approve the proposed amendments to the articles of association of the Company.
To consider and approve the proposed amendments to the rules of procedures for the general meeting of the Company.

– 133 –

NOTICE OF THE 2023 SECOND EXTRAORDINARY GENERAL MEETING

To consider and approve the proposed amendments to the rules of procedures for the board of directors of the Company.
To consider and approve the proposed amendments to the rules of procedures for the board of supervisors of the Company.

By order of the Board Huitongda Network Co., Ltd. WANG Jianguo Chairman

Nanjing, the PRC October 24, 2023

– 134 –

NOTICE OF THE 2023 SECOND EXTRAORDINARY GENERAL MEETING

Notes:

The register of members of the Company will be closed from Thursday, November 9, 2023 to Tuesday, November 14, 2023 (both days inclusive) for determining the entitlement of Shareholders to attend and vote at the EGM, during which period no transfers of Shares will be registered. To be eligible to attend and vote at the EGM, all completed transfer documents together with the relevant share certificates must be 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 (for H Shareholders) or the registered office of the Company, at Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC (for Domestic Shareholders) not later than 4:30 p.m. on Wednesday, November 8, 2023. All Shareholders whose names appear on the register of members of the Company on Tuesday, November 14, 2023 are entitled to attend and vote at the EGM.
A Shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote in his/her/its stead. The proxy need not be a shareholder of the Company but must attend the EGM in person to represent the relevant Shareholder.

The Shareholder must appoint a proxy in writing under his own hand or that of his attorney duly authorized in writing. If the Shareholder is a corporation, the instrument must be executed either under its common seal or under the hand of its Director(s) or duly authorized attorney. If the instrument is signed by an attorney of the Shareholder, the power of attorney authorizing that attorney to sign or other authorization documents must be notarized.

In order to be valid, the forms of proxy together with the notarized power of attorney or other authorization documents (if any) must be deposited at the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for H Shareholders) or the registered office of the Company, at Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC (for Domestic Shareholders) not less than 24 hours before the time appointed for holding the EGM (i.e. before 2:00 p.m. on Monday, November 13, 2023) or any adjournment thereof (as the case may be). Completion and return of the forms of proxy will not preclude Shareholders from attending and voting in person at the EGM or any adjournment thereof should they so wish at that time.

If the attending Shareholder is a corporation, its legal representative shall present his or her identity card, a valid certificate proving his or her qualification as a legal representative and proof of shareholding; if a proxy is appointed to attend the meeting, such proxy shall present his or her identity card and a written power of attorney issued by the relevant Shareholder in accordance with law.
Pursuant to Rule 13.39(4) of the Listing Rules and Article 110 of the Articles of Association, subject to certain exceptions, all votes of the Shareholders at the general meetings must be taken by poll. Therefore, voting on the resolutions contained in the notice of the EGM will be conducted by poll.
The EGM is expected to last for half a day. Shareholders or their proxies attending the EGM (or any adjournment thereof) shall produce their identity documents. Shareholders or their proxies attending the EGM shall be responsible for their own traveling and accommodation expenses.
For details of the resolutions, please refer to the circular (the “ Circular ”) of the Company dated October 24, 2023. Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as defined in the Circular.

As at the date of this notice, the Board comprises the Chairman and non-executive Director, namely Mr. WANG Jianguo; the executive Directors, namely Mr. XU Xiuxian, Mr. ZHAO Liangsheng and Mr. SUN Chao; the non-executive Directors, namely Mr. CAI Zhongqiu and Mr. WANG Ran; and the independent non-executive Directors, namely Ms. YU Lixin, Mr. LIU Xiangdong and Mr. CHENG Zichuan.

– 135 –

NOTICE OF THE 2023 THIRD H SHARE CLASS MEETING

Huitongda Network Co., Ltd. 匯通達網絡股份有限公司

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

(Stock Code: 9878)

NOTICE OF THE 2023 THIRD H SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2023 third H share class meeting (the “ H Share Class Meeting ”) of Huitongda Network Co., Ltd. (the “ Company ”) will be held at the Conference Room, 6/F, Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC on Tuesday, November 14, 2023 immediately after the conclusion of the 2023 third domestic share class meeting for considering and, if thought fit, adopting the following resolutions:

SPECIAL RESOLUTIONS

To consider and approve the proposed amendments to the articles of association of the Company.
To consider and approve the proposed amendments to the rules of procedures for the general meeting of the Company.
To consider and approve the proposed amendments to the rules of procedures for the board of directors of the Company.
To consider and approve the proposed amendments to the rules of procedures for the board of supervisors of the Company.

By order of the Board Huitongda Network Co., Ltd. WANG Jianguo Chairman

Nanjing, the PRC October 24, 2023

– 136 –

NOTICE OF THE 2023 THIRD H SHARE CLASS MEETING

Notes:

The register of members of the Company will be closed from Thursday, November 9, 2023 to Tuesday, November 14, 2023 (both days inclusive) for determining the entitlement of H Shareholders to attend and vote at the H Share Class Meeting, during which period no transfers of Shares will be registered. To be eligible to attend and vote at the H Share Class Meeting, all completed transfer documents together with the relevant share certificates must be 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, not later than 4:30 p.m. on Wednesday, November 8, 2023. All H Shareholders whose names appear on the register of members of the Company on Tuesday, November 14, 2023 are entitled to attend and vote at the H Share Class Meeting.
A Shareholder entitled to attend and vote at the H Share Class Meeting may appoint one or more proxies to attend and vote in his/her/its stead. The proxy need not be a shareholder of the Company but must attend the H Share Class Meeting in person to represent the relevant Shareholder.

In order to be valid, the forms of proxy together with the notarized power of attorney or other authorization documents (if any) must be deposited at the Company’s H Share Registrar, 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 holding the H Share Class Meeting (i.e. before 2:00 p.m. on Monday, November 13, 2023) or any adjournment thereof (as the case may be). Completion and return of the forms of proxy will not preclude H Shareholders from attending and voting in person at the H Share Class Meeting or any adjournment thereof should they so wish at that time.

If the attending Shareholder is a corporation, its legal representative shall present his or her identity card, a valid certificate proving his or her qualification as a legal representative and proof of shareholding; if a proxy is appointed to attend the meeting, such proxy shall present his or her identity card and a written power of attorney issued by the relevant Shareholder in accordance with law.
Pursuant to Rule 13.39(4) of the Listing Rules and Article 110 of the Articles of Association of the Company, subject to certain exceptions, all votes of the Shareholders at the general meetings must be taken by poll. Therefore, voting on the resolutions contained in the notice of the H Share Class Meeting will be conducted by poll.
The H Share Class Meeting is expected to last for half a day. Shareholders or their proxies attending the H Share Class Meeting (or any adjournment thereof) shall produce their identity documents. Shareholders or their proxies attending the H Share Class Meeting shall be responsible for their own traveling and accommodation expenses.
For details of the resolutions, please refer to the circular (the “ Circular ”) of the Company dated October 24, 2023. Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as defined in the Circular.

– 137 –

AI assistant

Huitongda Network Co., Ltd. — Proxy Solicitation & Information Statement 2023

14887_rns_2023-10-20_9f5e6d66-8eef-4ce7-a1ae-af60f7e832d9.pdf

Huitongda Network Co., Ltd. 匯通達網絡股份有限公司

(Stock Code: 9878)

(1) PROPOSED CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTOR

AND

NOTICE OF THE 2023 SECOND EXTRAORDINARY GENERAL MEETING AND NOTICE OF THE 2023 THIRD H SHARE CLASS MEETING

DEFINITIONS

DEFINITIONS

Huitongda Network Co., Ltd. 匯通達網絡股份有限公司

(Stock Code: 9878)

1. INTRODUCTION

2. PROPOSED CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTOR

(1) Proposed removal of independent non-executive Director

(2) Proposed election of independent non-executive Director

LETTER FROM THE BOARD

3. PROPOSED CHANGE OF VALUE-ADDED TELECOMMUNICATIONS BUSINESS OPERATING LICENSE

4. PROPOSED CHANGE IN THE USE OF PROCEEDS FROM THE INITIAL PUBLIC OFFERING OF H SHARES

(1) Use of Proceeds from the Initial Public Offering of H Shares

LETTER FROM THE BOARD

(2) Proposed Change in the Use of Proceeds from the Initial Public Offering of H Shares

LETTER FROM THE BOARD

LETTER FROM THE BOARD

(i) Enhancing relationships with our existing customers and further expanding our customer base

(ii) Optimizing the capability and efficiency of the supply chain

(iii) Increasing investment in the IT infrastructure of our platform and enhancing SaaS+ business monetization capability

(iv) Selectively pursuing strategic alliances, investments, or acquisitions

(v) Working capital

(4) Impact of the Proposed Change in the Use of Proceeds from the Initial Public Offering of H Shares on the Company

5. PROPOSED ADJUSTMENT TO THE 2023 DEVELOPMENT AND INVESTMENT PLAN

6. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

7. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

8. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

9. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF SUPERVISORS

10. EGM AND H SHARE CLASS MEETING AND VOTING METHOD

11. RECOMMENDATION

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE GENERAL MEETING

COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD OF SUPERVISORS

Huitongda Network Co., Ltd. 匯通達網絡股份有限公司

(Stock Code: 9878)

NOTICE OF THE 2023 SECOND EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

Huitongda Network Co., Ltd. 匯通達網絡股份有限公司

(Stock Code: 9878)

NOTICE OF THE 2023 THIRD H SHARE CLASS MEETING

SPECIAL RESOLUTIONS

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Huitongda Network Co., Ltd. Proxy Solicitation & Information Statement 2023