Huzhou Gas Co., Ltd. - Proxy Solicitation & Information Statement 2023

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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

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**Huzhou Gas Co., Ltd.* 湖州燃氣股份有限公司**

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

(Stock Code: 6661)

CONTINUING CONNECTED TRANSACTIONS IN RELATION TO

2024-2026 NATURAL GAS FRAMEWORK AGREEMENT, PROPOSED ELECTION OF NON-EXECUTIVE DIRECTOR, PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, NOTICE OF EXTRAORDINARY GENERAL MEETING, NOTICE OF H SHAREHOLDERS’ CLASS MEETING AND

NOTICE OF DOMESTIC SHAREHOLDERS’ CLASS MEETING

Independent Financial Adviser to Independent Board Committee and Independent Shareholders

The EGM will be held at the meeting room of the Company, 227 Sizhong Road, Huzhou, Zhejiang Province, the PRC on Tuesday, 16 January 2024 at 2:00 p.m., and the H Shareholders’ Class Meeting will be held immediately after the conclusion of the EGM or any adjourned meeting thereof (whichever the later), and the Domestic Shareholders’ Class Meeting will be held immediately after the conclusion of the H Shareholders’ Class Meeting or any adjourned meeting thereof (whichever the later).

The notices convening the EGM, the H Shareholders’ Class Meeting and the Domestic Shareholders’ Class Meeting are set out on pages 219 to 227 of this circular.

Forms of proxy for use at the EGM, the H Shareholders’ Class Meeting and the Domestic Shareholders’ Class Meeting are enclosed herewith and also published on both the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.hzrqgf.com). Shareholders who intend to appoint a proxy to attend the EGM, the H Shareholders’ Class Meeting and the Domestic Shareholders’ Class Meeting shall complete, sign and return the enclosed form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the EGM, the H Shareholders’ Class Meeting and the Domestic Shareholders’ Class Meeting (i.e. at or before 2:00 p.m. on Monday, 15 January 2024 (Hong Kong time)) or any adjournment thereof (as the case may be). Completion, signing and return of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM, the H Shareholders’ Class Meeting and the Domestic Shareholders’ Class Meeting or any adjournment thereof (as the case may be).

References to time and dates in this circular are to Hong Kong time and dates.

28 December 2023

* For identification purpose only

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
LETTER FROM	THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . .	22
LETTER FROM	THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . .	24
APPENDIX I	– GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . .	36
APPENDIX II	– COMPARISON TABLE OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES OF
	ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	38
NOTICE OF THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		219
NOTICE OF THE H SHAREHOLDERS’ CLASS MEETING . . . . . . . . . . . . . . . . .		222
NOTICE OF THE DOMESTIC SHAREHOLDERS’ CLASS MEETING . . . . . . . . .		225

– i –

DEFINITIONS

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

“2024-2026 Natural Gas Framework Agreement”
the master supply agreement entered into between the Company (for itself and on behalf of its subsidiaries) and Ningbo Intercity (for itself and on behalf of its subsidiaries) dated 27 November 2023, pursuant to which the Group shall purchase from Ningbo Intercity, and Ningbo Intercity shall sell to the Group, PNG and LNG in the Operating Area for the period from 1 January 2024 to 31 December 2026, in substitution for the Existing Master Supply Agreement
“Articles of Association”
the articles of association of the Company as currently in force
“associate(s)”
has the meaning ascribed to it under the Listing Rules
“Board”
the board of Directors
“Class Meetings”
collectively, the H Shareholders’ Class Meeting and the Domestic Shareholders’ Class Meeting
“Company”
湖州燃氣股份有限公司 (Huzhou Gas Co., Ltd.*), a joint stock company incorporated in the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange
“connected person(s)”
has the meaning ascribed to it under the Listing Rules
“connected transaction(s)”
has the meaning ascribed to it under the Listing Rules
“Director(s)”
the director(s) of the Company
“Domestic Share(s)”
domestic invested ordinary share(s) in the capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid up in RMB and currently not listed or traded on any stock exchange
“Domestic Shareholder(s)”
holder(s) of the Domestic Share(s)

– 1 –

DEFINITIONS

“Domestic Shareholders’ Class Meeting”
“EGM”
“ENN (China)”
“Existing Master Supply Agreement”
“Group”
“H Share(s)”
“H Shareholder(s)”
the class meeting of the Domestic Shareholders to be convened at the meeting room of the Company, 227 Sizhong Road, Huzhou, Zhejiang Province, the PRC on Tuesday, 16 January 2024 at 2:00 p.m. immediately after the conclusion of the EGM and the H Shareholders’ Class Meeting (or any adjournment thereof), the notice of which is set out on pages 225 to 227 of this circular, or any adjournment thereof
the extraordinary general meeting of the Company to be convened at the meeting room of the Company, 227 Sizhong Road, Huzhou, Zhejiang Province, the PRC at 2:00 p.m. on Tuesday, 16 January 2024, the notice of which is set out on pages 219 to 221 of this circular, or any adjournment thereof
新奧（中國）燃氣投資有限公司 (Xinao (China) Gas Investment Company Limited*), a limited liability company established under the laws of the PRC and a substantial Shareholder
the master supply agreement entered into between the Company (for itself and on behalf of its subsidiaries) and Ningbo Intercity (for itself and on behalf of its subsidiaries) dated 26 May 2022 (as supplemented by the supplemental agreement dated 14 March 2023), pursuant to which the Group shall purchase from Ningbo Intercity, and Ningbo Intercity shall sell to the Group, PNG and LNG in the Operating Area for the period from 1 January 2022 to 31 December 2024
collectively, the Company and its subsidiaries from time to time
overseas listed foreign invested ordinary share(s) in the capital of the Company, with a nominal value of RMB1.00 each, which are listed on the Stock Exchange and traded in Hong Kong dollars
holder(s) of the H Share(s)

– 2 –

DEFINITIONS

“H Shareholders’ Class Meeting”
“Hong Kong”
“Independent Board Committee”
“Independent Financial Adviser” or “Central China International”
“Independent Shareholders”
“Latest Practicable Date”
“Listing Rules”
“LNG”
“New Annual Caps”

the class meeting of the H Shareholders to be convened at the meeting room of the Company, 227 Sizhong Road, Huzhou, Zhejiang Province, the PRC on Tuesday, 16 January 2024 at 2:00 p.m. immediately after the conclusion of the EGM (or any adjournment thereof), the notice of which is set out on pages 222 to 224 of this circular, or any adjournment thereof

the Hong Kong Special Administrative Region of the PRC

an independent committee of the Board, comprising all independent non-executive Directors, established to advise the Independent Shareholders in respect of the 2024-2026 Natural Gas Framework Agreement (including the New Annual Caps)

Central China International Capital Limited, a corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the 2024-2026 Natural Gas Framework Agreement (including the New Annual Caps)

Shareholders other than ENN (China)

21 December 2023, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information in this circular
the Rules Governing the Listing of Securities on the Stock Exchange
liquefied natural gas
the proposed annual caps for the three years ending 31 December 2024, 2025 and 2026 for transactions contemplated under the 2024-2026 Natural Gas Framework Agreement

– 3 –

DEFINITIONS

“New Articles of Association”
the amended and restated articles of association of the Company proposed to be adopted at the EGM and the Class Meetings incorporating and consolidating all the Proposed Amendments
“Ningbo Intercity”
寧波城際能源貿易有限公司 (Ningbo Chengji Energy Trading Company Limited*), a limited liability company established under the laws of the PRC and an indirect wholly owned subsidiary of ENN (China) and, unless the context otherwise requires, includes its subsidiaries
“Operating Area”
the operating areas where the Group is granted exclusive right to operate in Wuxing and Nanxun, as described in the prospectus of the Company dated 29 June 2022
“PNG”
piped natural gas
“PRC”
the People’s Republic of China which, for the purpose of this circular, shall exclude the Hong Kong Special Administrative Region of the People’s Republic of China, the Macao Special Administrative Region of the People’s Republic of China and Taiwan
“Proposed Amendments” proposed amendments to the Articles of Association as set out in Appendix II to this circular
“RMB” Renminbi, the lawful currency of the PRC
“SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“Share(s)”
ordinary shares of RMB1.00 each in the capital of the Company, comprising Domestic Shares and H Shares
“Shareholder(s)” holder(s) of Shares, comprising Domestic Shareholders(s) and H Shareholder(s)
“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“substantial Shareholder(s)”
has the meaning ascribed to it under the Listing Rules
“%”
per cent
For identification purpose only

– 4 –

LETTER FROM THE BOARD

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**Huzhou Gas Co., Ltd.* 湖州燃氣股份有限公司**

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

(Stock Code: 6661)

Executive Directors: Mr. Wang Hua (Chairman) Ms. Su Li Mr. Pan Haiming

Non-executive Directors: Mr. Liu Jianfeng Ms. Wu Zhanghuan

Independent non-executive Directors: Mr. Chang Li Hsien Leslie Dr. Lau Suet Chiu Frederic Mr. Zhou Xinfa

Registered office and headquarter in the PRC: 227 Sizhong Road Huzhou Zhejiang Province PRC

Principal place of business in Hong Kong: 5/F, Manulife Place 348 Kwun Tong Road Kowloon, Hong Kong

28 December 2023

To the Shareholders

Dear Sir/Madam,

CONTINUING CONNECTED TRANSACTIONS IN RELATION TO 2024-2026 NATURAL GAS FRAMEWORK AGREEMENT, PROPOSED ELECTION OF NON-EXECUTIVE DIRECTOR AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

1. INTRODUCTION

Reference is made to the announcements of the Company dated 12 September 2023, 10 November 2023 and 27 November 2023 in relation to the Proposed Amendments, the proposed election of non-executive Director and the 2024-2026 Natural Gas Framework Agreement respectively. The purpose of this circular is to provide you with further details of, among other things, (i) details of the 2024-2026 Natural Gas Framework Agreement, the proposed election of non-executive Director and the Proposed Amendments; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; (iv) a notice convening

For identification purpose only

– 5 –

LETTER FROM THE BOARD

the EGM; (v) a notice convening the H Shareholders’ Class Meeting; and (vi) a notice convening the Domestic Shareholders’ Class Meeting.

The resolutions to be proposed at the EGM and/or the Class Meetings (as the case may be) include: (i) an ordinary resolution in relation to the 2024-2026 Natural Gas Framework Agreement to be proposed at the EGM for the Independent Shareholders’ consideration; (ii) an ordinary resolution in relation to the proposed election of non-executive Director to be proposed at the EGM for the Shareholders’ consideration; and (iii) a special resolution in relation to the Proposed Amendments and the proposed adoption of the New Articles of Association to be proposed at the EGM and Class Meetings for the Shareholders’ consideration.

2. 2024-2026 NATURAL GAS FRAMEWORK AGREEMENT

References are made to the prospectus of the Company dated 29 June 2022, the announcement of the Company dated 15 March 2023 and the circular of the Company dated 24 April 2023 in respect of the Existing Master Supply Agreement and the related annual caps up to the year ending 31 December 2024.

On 27 November 2023, the Company and Ningbo Intercity entered into the 2024-2026 Natural Gas Framework Agreement in substitution for the Existing Master Supply Agreement, pursuant to which the Group agreed to purchase from Ningbo Intercity, and Ningbo Intercity agreed to sell to the Group, PNG and LNG in the Operating Area for the period from 1 January 2024 to 31 December 2026.

Principal Terms of the 2024-2026 Natural Gas Framework Agreement

On 27 November 2023, the Company entered into the 2024-2026 Natural Gas Framework Agreement with Ningbo Intercity. Set out below are the principal terms of the 2024-2026 Natural Gas Framework Agreement:

Date: 27 November 2023 Parties: (1) the Company (for itself and on behalf of its subsidiaries), as purchaser; and (2) Ningbo Intercity (for itself and on behalf of its subsidiaries), as supplier Term: 1 January 2024 to 31 December 2026 Nature of transaction: The Group shall purchase from Ningbo Intercity, and Ningbo Intercity shall sell to the Group, PNG and LNG in the Operating Area. Pricing basis: The detailed terms and conditions (such as the manner of payment, price, price adjustment mechanisms, volume and delivery arrangements) shall be determined in specific agreements to be made between the Group and Ningbo Intercity.

– 6 –

LETTER FROM THE BOARD

The gas price at which Ningbo Intercity charges the Group for the supply of PNG and LNG from Ningbo Intercity to the Group shall be at prices determined between the parties after arm’s length negotiations taking into account the specific needs of the Group including the required volume with reference to the prevailing market prices [(Note)] .

Other terms:

The 2024-2026 Natural Gas Framework Agreement shall take effect and substitute the Existing Master Supply Agreement after the necessary approval is obtained from the Independent Shareholders at the EGM. With effect from the date on which the 2024-2026 Natural Gas Framework Agreement comes into operation, the 2024-2026 Natural Gas Framework Agreement shall supersede the Existing Master Supply Agreement in all respects and all rights and obligations of the parties thereunder shall cease and determine forthwith.

Note: The prices to be paid by the Group to Ningbo Intercity shall be determined in accordance with the pricing policy as set out in the paragraph headed “Internal Control and Pricing Policy” below.

New Annual Caps and Basis of Determination

(a) Historical transaction amounts, existing annual caps and New Annual Caps

For the three years ended 31 December 2020, 2021 and 2022 and the ten months ended 31 October 2023, the annual caps and historical transaction amounts in relation to the purchase of PNG and LNG by the Group in the Operating Area under the Existing Master Supply Agreement or otherwise are as follows:

				For the
				ten months
				ended
	For the	year ended 31 December		31 October
	2020	2021	2022	2023
	(RMB million)	(RMB million)	(RMB million)	(RMB million)
	(audited)	(audited)	(audited)	(unaudited)
Annual caps	N/A	N/A	1,800	1,400
Historical
transaction
amounts	368.9	1,104.7	483.3	625.2
Utilisation rates	N/A	N/A	26.9%	44.7%

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LETTER FROM THE BOARD

The Directors expect that the aggregate transaction amount under the Existing Master Supply Agreement for the period from 1 January 2023 up to the Latest Practicable Date has not exceeded the annual cap for the year ending 31 December 2023 of RMB1,400 million. The Company proposes that the below New Annual Caps be set for the transactions contemplated under the 2024-2026 Natural Gas Framework Agreement:

	For the	year ending 31 December	year ending 31 December
	2024	2025	2026
	(RMB million)	(RMB million)	(RMB million)
Existing annual caps	1,062	–	–
New Annual Caps	1,550	1,600	1,700

(b) Basis of determination for the New Annual Caps

In determining the New Annual Caps, the Directors took into account: (i) the historical transaction amounts as set out above; (ii) the expected growing demand for PNG and LNG by industrial, commercial and residential users in the Operating Area in the light of, among others, completion of the construction project of a comprehensive gas source station of the Group in Huzhou by the end of the year ending 31 December 2023; and (iii) the range of historical market prices of LNG and PNG and the anticipated market prices of LNG and PNG, including the reference prices in previous transactions with other independent PNG and LNG suppliers of the Group.

(i) Reasons for low utilisation of the existing annual caps

Based on the historical transaction amounts, the annual cap utilisation rate was approximately 26.9% for the year ended 31 December 2022 and 44.7% for the year ending 31 December 2023 (taking into account the actual transaction amount up to 31 October 2023 only) respectively. The New Annual Cap for the year ending 31 December 2024 represents an increase of approximately 40.3% over the highest historical annual transaction amount between Ningbo Intercity and the Group in relation to purchase of PNG and LNG, i.e. RMB1,104.7 million for the year ended 31 December 2021, and an increase of 46.0% over the existing annual cap for the year ending 31 December 2024, i.e. RMB1,062 million. The New Annual Caps for the year ending 31 December 2025 and 2026 represent annual growth rates of approximately 3.2% and 6.3% respectively.

According to《關於印發2020年浙江省能源領域體制改革工作要點的通知》浙發改能源[2020]12號 (Notice on Issuing of the Summary of Structural Reforms in Energy Sector in 2020 Zhefagai Energy [2020] No. 12*) issued by the Zhejiang Provincial Development and Reform Commission (浙江省發展和改革委員會) and Zhejiang Energy Regulatory Office of National Energy

– 8 –

LETTER FROM THE BOARD

Administration (浙江省能源局) on 20 January 2020, the Zhejiang government aims to discontinue the monopoly status of the provincial natural gas pipeline companies, separate the function of natural gas sale and transmission at provincial level, promote the fair and equal access to the infrastructure of natural gas (such as provincial pipeline network and LNG terminals) by all market entities, and reform and simplify the natural gas supply chain. On the back of such reforms, the Company (as business operator) has, since September 2020, switched away from sourcing natural gas from provincial natural gas companies that had historically been the Company’s primary source of natural gas supply, and started procuring natural gas primarily from Ningbo Intercity under relevant master supply agreement(s).

However, in around April 2022, Ningbo Intercity experienced resource constraints due to the outbreak of the Russo-Ukrainian War and other international tensions, which resulted in an unexpected interim suspension in natural gas supply. In order to ensure an uninterrupted natural gas supply to fulfil its continuous contractual obligations to downstream customers, the Company implemented certain emergency measures at the relevant times and secured alternative sources of natural gas supply from two provincial natural gas companies through entering into long-term master supply agreements covering the period up to March 2028 (the “ Alternative Supply Agreements ”). Under the Alternative Supply Agreements, the Company had committed to certain minimum annual procurement quantity. Ningbo Intercity had subsequently resolved its natural gas supply shortage and was able to resume its natural gas supply to the Group in 2023. In spite of that, given the aforesaid minimum procurement commitment, the Company considered it commercially advisable to give priority to the two provincial natural gas companies over Ningbo Intercity in its natural gas procurement. As a result, the Company has since only procured natural gas from Ningbo Intercity intermittently. This explains why the annual cap utilisation rate had fallen within the lower range for the year ended 31 December 2022.

On the other hand, since April 2023, Huzhou Nanxun Xinao Gas Company Limited (湖州南潯新奧燃氣有限公司) (“ Nanxun Xinao* ”), a subsidiary owned as to 51% by the Company, has started procuring natural gas from Ningbo Intercity. The transaction amounts with Ningbo Intercity for the ten months ended 31 October 2023 under the Existing Master Supply Agreement were in fact principally contributed by procurement made by Nanxun Xinao. That being the case, the Directors also noted that historically the amount of natural gas procured by Nanxun Xinao from Ningbo Intercity was not particularly large in scale. Up to present, unlike some distributors, Nanxun Xinao does not have its own gas source station or upstream pipeline network and has to rely on national, provincial and other sub-high-pressure and medium-pressure pipeline networks owned and/or operated by third parties, which charge Nanxun Xinao transmission fees for utilising their networks. Such additional cost has put Nanxun Xinao in a less price-competitive position against other local competitors. For this reason, despite having a relatively comprehensive downstream natural gas pipeline

– 9 –

LETTER FROM THE BOARD

network of its own covering the Nanxun area and nearby cities, Nanxun Xinao primarily served as a complementary, risk diversification natural gas supplier for its industrial, commercial, and residential users and wholesale customers in regional natural gas supply. The combined result of the minimum procurement commitment under the Alternative Supply Agreements and the historical price-competitiveness issue of Nanxun Xinao is that the utilisation rate of the existing annual cap for the year ending 31 December 2023 is expected to remain relatively low.

(ii) Trends in LNG and PNG prices or other macro demand factors contributing to the increase in annual caps

When estimating the market prices of natural gas for the year ending 31 December 2024, the Directors have made reference to, among other things, (i) the historical market prices of natural gas in previous transactions with Ningbo Intercity and other independent natural gas suppliers of the Group during the year ended 31 December 2021 and 2022 and the ten months ended 31 October 2023, including the seasonal price increase during winter times; (ii) the incident-driven surge in natural gas prices due to the impact of the outbreak of the Russo-Ukrainian War on natural gas supply; and (iii) the possibility of a repeat in disruption to natural gas supply and price surge in view of the recent geopolitical conflicts such as the Israel-Hamas war and other international tensions. Additionally, to account for general inflation impact, the Company has factored in an estimated annual price increase of 2% between the year ending 31 December 2023 and the year ending 31 December 2026, which is in line with the inflation outlook for China in 2024 according to the Asian Development Outlook published by The Asian Development Bank.

The Directors have also reviewed the unit prices charged by Ningbo Intercity and other independent natural gas suppliers of the Group during the years ended 31 December 2021 and 2022 and the ten months ended 31 October 2023 and noted that the forecasted price for the year ending 31 December 2024 falls within the range of those historical unit prices (where the prices charged by the suppliers during relevant periods in the year ended 31 December 2022 when resource constraints caused by the Russo-Ukrainian War had resulted in an out-of-trend price surge).

Based on the Group’s natural gas procurement plan, while Ningbo Intercity will continue to assume the role as a complementary upstream natural gas supplier of the Company (as business operator) supplementing its natural gas supply once the minimum annual procurement commitment under the Alternative Supply Agreement has been met, it shall serve as the principal upstream natural gas supplier of Nanxun Xinao.

– 10 –

LETTER FROM THE BOARD

In addition, with the construction of a comprehensive gas source station in Nanxun, Huzhou which is expected to be completed within the year ending 31 December 2023 and to commence operations in early 2024, the Directors expect a considerable expansion in the scale of natural gas procurement by Nanxun Xinao going forward. Nanxun Xinao will have direct access to the national gas pipeline network and will no longer need to rely on third party networks for upstream gas transportation and bear additional pipeline transmission fees. Consequently, the unit sales price of natural gas offered by Nanxun Xinao will become significantly more competitive vis-à-vis other natural gas distributors in Nanxun and in the nearby cities in Jiangsu Province. For details of the construction project, please refer to the announcement of the Company dated 9 June 2023.

Nanxun Xinao has already initiated discussions with its existing customers, and given the satisfactory services so far experienced by these customers, they have already indicated preliminary interest in purchasing natural gas from Nanxun Xinao and treating the upcoming gas source station as their major supplier. Additionally, Nanxun Xinao has been actively procuring new customers in the area. Upon completion of construction of the new gas source station, Nanxun Xinao will have the opportunity to convert itself from a complementary natural gas supplier of its existing customers into their main supplier, establishing stronger and more consistent business relationships with them, and at the same time expanding its customer base in the region. The Company considers that these anticipated market development efforts will bring a significant increase in the business volume of Nanxun Xinao, which in turn will require a considerable expansion in the scale of natural gas procurement by Nanxun Xinao in the year ending 31 December 2024 and beyond.

On the potential growth in demand of natural gas in Nanxun, the Directors have reviewed the historical data on gross development product growth and the contribution of the industrial sector in Nanxun, of compound annual growth rates (“ CAGR ”) of 6.1% and 6.0%, respectively, as published by the People’s Government of Nanxun District (南潯區人民政府), along with the historical consumption volume with a CAGR of 7.5% for natural gas by industrial, commercial and residential users and wholesale customers of Nanxun Xinao over the past three years. The review indicates a favourable environment for increased natural gas demand and a strong existing market for natural gas. Furthermore, as set out in feasibility study report of the Nanxun Xinao comprehensive gas source station project of the Group in Huzhou prepared by Zhejiang Urban Construction Gas Thermal Power Design Institute (浙江城建煤氣熱電設計院) and the analysis of external gas transmission situation and the gas volume growth analysis from 2024 to 2026 of Nanxun Xinao prepared by the Company, the upcoming comprehensive gas source station will enhance the availability of natural gas for industrial, commercial and residential users and wholesale customers within the Operating Area and in nearby cities in Jiangsu Province, which is expected to be a significant contributor to the potential growth in natural gas demand

– 11 –

LETTER FROM THE BOARD

from the Group’s customers. The Directors consider the competitive pricing offered by Nanxun Xinao, which benefits from reduced costs of sales resulting from the absence of pipeline transmission fees after completion of construction of the gas source station, as a positive factor driving its growth.

On account of the expected increase in natural gas price and scaling up of procurement of natural gas by the Group as a whole from Ningbo Intercity as explained above, the Directors consider that the increase in annual caps for the three years ending 31 December 2026 as reflected in the New Annual Caps is justifiable.

Reasons for and Benefits of entering into the 2024-2026 Natural Gas Framework Agreement

Ningbo Intercity has been a principal natural gas supplier of the Group since September 2020 as Ningbo Intercity was the designated pilot natural gas supplier for the Group during the early stage of natural gas supply chain reform under the aforementioned 《關於印發2020年浙江省能源領域體制改革工作要點的通知》浙發改能源[2020]12號 (Notice on Issuing of the Summary of Structural Reforms in Energy Sector in 2020 Zhefagai Energy [2020] No. 12*) dated 20 January 2020. Taking into account the Group’s need for a steady and reliable supply of PNG from Ningbo Intercity, which has access to LNG station in Zhoushan, Zhejiang Province, it is expected that the Group will continue to purchase PNG and LNG from Ningbo Intercity in the ordinary and usual course of business.

The Directors (including the independent non-executive Directors), after reviewing the terms of the 2024-2026 Natural Gas Framework Agreement, are of the view that the 2024-2026 Natural Gas Framework Agreement has been entered into in the ordinary and usual course of business of the Group, and the terms of the 2024-2026 Natural Gas Framework Agreement and the transactions contemplated thereunder (including the New Annual Caps) are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Internal Control and Pricing Policy

The Group shall implement the following measures to monitor the pricing and other terms of the continuing connected transactions contemplated under the 2024-2026 Natural Gas Framework Agreement:

(a) to understand the market prices and to ensure that the purchase price and terms offered by Ningbo Intercity to the Group for supply of PNG and LNG are fair and reasonable, on normal commercial terms and comparable to those offered by independent third parties, the Group shall obtain quotations from at least two independent third party suppliers, such as 浙江省能源集團有限公司 (Zhejiang Provincial Energy

* For identification purpose only

– 12 –

LETTER FROM THE BOARD

Group Company Ltd.) and 中國石油化工股份有限公司天然氣分公司浙江天然氣銷售中心 (Sinopec Natural Gas Branch Company Zhejiang Natural Gas Sales Centre), for the supply of PNG and LNG in similar quantities and price components from time to time but in any case no less than twice a year, once for pricing during the heating season (採暖季) and once for pricing during the non-heating season (非採暖季) pricing. If the quotation of gas price provided by Ningbo Intercity is composed of gas procurement price (which shall be ultimately be retained as revenue by the gas supplier) and pipeline gas transmission price (which will be onward transferred by the gas supplier to the pipeline network company providing the pipeline gas transmission services), the quotations obtained from independent third party suppliers should also have these price components for more direct comparison.

After obtaining the quotations, the Group shall go through an internal contract approval process involving different departments and managers, and the chairman of the Board shall be responsible for making the ultimate decision regarding which supplier to engage for the procurement of the required PNG and LNG in the designated volume. Quotations obtained from Ningbo Intercity and independent third party suppliers shall be assessed based on a number of selection criteria, such as the aforementioned price components, manner of payment, delivery arrangements, and length of the business relationship, where the supplier with the best overall quotation will be selected. As a prerequisite, Ningbo Intercity will be selected only if the final price could be agreed to be set at a level not exceeding the quotations from any of the independent third party suppliers. The above assessment and approval process serves to ensure that the price and terms offered by Ningbo Intercity will be fair and reasonable and comparable to, and in any case no less favourable to the Group than, those offered by independent third party suppliers. There will therefore be certainty that the continuing connected transactions will be conducted on normal commercial terms in a manner not prejudicial to the interests of the Company or any of the Shareholders. A natural gas procurement contract specific for the transaction will then be entered into, and the executed contract, along with all relevant documents recording the approval process, will be filed for archival purposes;

(b) the person-in-charge of the finance department will review the table containing the actual transaction amounts and prices compiled by the relevant business unit at least on a monthly basis;

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LETTER FROM THE BOARD

(c) the connected transactions will be reported to the audit committee of the Company (which comprises all independent non-executive Directors) at least twice a year;
(d) the audit committee of the Company will review the connected transactions at least twice a year in relation to, among others, whether the transactions have been entered into in the ordinary and usual course of business of the Group, on normal commercial terms or better and whether they are carried out in accordance with the relevant agreements and on terms that are fair and reasonable and in the interest of the Shareholders as a whole; and
(e) through reviewing the information gathered from the finance department of the Company, the external auditor of the Company will report to the Board at least annually on the continuing connected transactions of the Group in relation to, among others, whether the transactions were entered into in accordance with the relevant agreements including the pricing policies and whether the transactions exceeded the annual caps pursuant to the Listing Rules.

The Directors are of the view that the internal control measures above can allow the Company to effectively monitor the transactions under the 2024-2026 Natural Gas Framework Agreement and to ensure that the transactions under the 2024-2026 Natural Gas Framework Agreement are on normal commercial terms and that the terms of such transactions are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Information of the Parties to the 2024-2026 Natural Gas Framework Agreement

The Group is principally engaged in (i) the sale of gas, mainly PNG (under the concessions) and LNG in Huzhou; (ii) the provision of construction and installation services to construct and install end-user pipeline network and gas facilities for customers such as property developers and owners or occupants of residential and non-residential properties; and (iii) other businesses, including sale of household gas appliances and relevant equipment, energy, distributed photovoltaic power and leasing of properties in the PRC.

Ningbo Intercity is a company established in the PRC which is primarily engaged in the upstream supply of natural gas. As at the Latest Practicable Date, Ningbo Intercity is wholly owned by 新奧燃氣發展有限公司 (Xinao Gas Development Company Limited*), which is in turn wholly owned by ENN (China). ENN (China) is wholly owned by ENN Energy Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability which is listed on the Main Board of the Stock Exchange (Stock Code: 2688).

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LETTER FROM THE BOARD

Listing Rules Implications

As at the Latest Practicable Date, Ningbo Intercity was wholly owned by 新奧燃氣發展有限公司 (Xinao Gas Development Company Limited*), which is in turn wholly owned by ENN (China), a substantial Shareholder. As such, Ningbo Intercity is an associate of ENN (China) pursuant to Rule 14A.13(1) of the Listing Rules, and hence a connected person of the Company pursuant to Rule 14A.07(4) of the Listing Rules. The transactions contemplated under the 2024-2026 Natural Gas Framework Agreement constitute continuing connected transactions under Chapter 14A of the Listing Rules.

Since one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) relating to the highest of the New Annual Caps for the transactions contemplated under the 2024-2026 Natural Gas Framework Agreement exceeds 25%, the 2024-2026 Natural Gas Framework Agreement and the transactions contemplated thereunder (including the New Annual Caps) are subject to the announcement, annual review, annual reporting, circular (including independent financial advice) and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Ms. Su Li, an executive Director, is a director of Ningbo Intercity. For good corporate governance and in accordance with the requirements under the articles of association of the Company, Ms. Su Li had abstained from voting on the board resolution approving the 2024-2026 Natural Gas Framework Agreement. None of the other Directors had any material interest in the 2024-2026 Natural Gas Framework Agreement and the transactions contemplated thereunder (including the New Annual Caps) and therefore none of them was required to abstain from voting on the relevant Board resolution.

An ordinary resolution will be proposed at the EGM for the Independent Shareholders to consider and, if thought fit, approve the 2024-2026 Natural Gas Framework Agreement and the transactions contemplated thereunder (including the New Annual Caps).

3. PROPOSED ELECTION OF NON-EXECUTIVE DIRECTOR

Reference is made to the announcement of the Company dated 10 November 2023 in relation to, among other things, the proposed election of non-executive Director.

Ms. Wu Zhanghuan (吳張歡) (“ Ms. Wu ”) has tendered her resignation as a non-executive Director with effect from the conclusion of the forthcoming EGM due to adjustments in other work arrangements.

Ms. Wu has confirmed that she has no disagreement with the Board and that there is no other matter in relation to her resignation that needs to be brought to the attention of the Shareholders or the Stock Exchange.

* For identification purpose only

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LETTER FROM THE BOARD

Mr. Wang Peng (王鵬) (“ Mr. Wang ”) has been nominated by the nomination committee of the Company and the Board as a candidate for the position of non-executive Director. The Board has reviewed its structure, size and composition, the qualifications, skills, experience of Mr. Wang as a non-executive Director with reference to the nomination principles and criteria set out in the Company’s diversity policy of the Board and nomination policy for Directors as well as the Company’s corporate strategy. Taking into account the aforementioned criteria, the Board has assessed and is satisfied with Mr. Wang’s suitability for holding of directorship in the Company, and proposes the election of Mr. Wang as a non-executive Director by the Shareholders at the EGM.

An ordinary resolution will be proposed at the EGM for the Shareholders to consider and, if thought fit, approve the proposed election of Mr. Wang as non-executive Director. Subject to the approval by the Shareholders at the EGM, the appointment of Mr. Wang as a non-executive Director shall take effect immediately after the conclusion of the EGM.

Set forth below are the biographical details of Mr. Wang:

Mr. Wang Peng, aged 48, has extensive experience in engineering management. From August 1996 to May 1998, Mr. Wang served as an officer at Huzhou Municipal Engineering Corporation (湖州市市政工程總公司). From May 1998 to April 2013, he held positions at Huzhou City Construction Development Corporation (湖州市城市建設發展總公司), including technician, deputy manager and manager of the engineering department, as well as deputy general manager. From April 2013 to January 2014, he served as the deputy director of Huzhou City Construction Development Centre (湖州市城市建設發展中心). From December 2010 to January 2014, he also served as the head of the construction and industry team of Keping County Headquarters of Huzhou City’s counterpart support to Aksu Prefecture, Xinjiang (湖州市對口支援新疆阿克蘇地區柯坪縣指揮部).

From January 2014 to August 2014, Mr. Wang served as the full-time deputy secretary of the party committee of Huzhou Housing and Urban-Rural Construction Bureau (湖州市住房與城鄉建設局機關黨委). From August 2014 to June 2016, Mr. Wang served as the general manager of Huzhou City Construction Investment Group (湖州市城市建設投資集團公司). Since June 2016, Mr. Wang has been serving as the deputy general manager and party committee member of Huzhou City Investment Development Group Co., Ltd.* (湖州市城市投資發展集團有限公司).

Mr. Wang graduated from Zhejiang University of Technology* (浙江工業大學) with a bachelor’s degree in Civil Engineering in December 2007. He has been a senior engineer since December 2008.

Mr. Wang, if elected at the EGM, shall hold office as a non-executive Director from the conclusion of the EGM until the expiration of the term of office of the first session of the Board, i.e. until 31 March 2024. Mr. Wang will enter into a director’s service contract with the Company, subject to approval by the Shareholders of the same at the EGM. Pursuant to the director’s service contract to be entered with the Company, Mr. Wang is not entitled to any director’s fee for acting as a non-executive Director, but he will be reimbursed for all reasonable out-of-pocket expenses incurred in discharging his duties.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, save as disclosed above, Mr. Wang (i) does not hold any interests in any shares, underlying shares or debentures of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (ii) does not hold any other position with the Company or any of its subsidiaries; (iii) does not have any relationship with any Directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company or any of their associates (as defined in the Listing Rules); and (iv) does not hold any position in other public companies listed on the Stock Exchange or any other securities market in the past three years.

Save as disclosed above, there is no other information in relation to the proposed election of Mr. Wang which is required to be disclosed pursuant to any of the requirements set out in Rule 13.51(2) of the Listing Rules, nor is there any other matter that needs to be brought to the attention of the Shareholders.

4. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 12 September 2023 in relation to, among other things, the Proposed Amendments.

The Board proposes to make certain amendments to the Articles of Association and to adopt the New Articles of Association incorporating and consolidating all the Proposed Amendments in substitution for, and to the exclusion of, the Articles of Association, with a view to removing the articles that have become obsolete due to the repeal of the Special Regulations 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 4 August 1994 and the Mandatory Provisions for Companies Listing Overseas set forth in Zheng Wei Fa (1994) No. 21 issued on 27 August 1994 by the State Council Securities Policy Committee and the State Commission for Restructuring the Economic System (each as amended, supplemented or otherwise modified from time to time), bringing the Articles of Association overall into line with the Guidelines for the Articles of Association of Listed Companies issued by the China Securities Regulatory Commission, satisfying the requirements under the constitution of the Chinese Communist Party, and making other consequential and housekeeping amendments to the Articles of Association. The Board wishes to clarify that the Proposed Amendments no longer include updating the scope of business of the Company which was disclosed in the announcement of the Company dated 12 September 2023, due to the latest development plan of the Company.

The Stock Exchange also issued a consultation paper “Rule Amendments Following Mainland China Regulation Updates and Other Proposed Rule Amendments Relating to PRC Issuers” on 24 February 2023 and a consultation conclusion on 21 July 2023 setting out the corresponding amendments to the Listing Rules, which became effective on 1 August 2023.

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LETTER FROM THE BOARD

Under the above regulation updates in the PRC, holders of domestic shares and H shares are no longer deemed different classes of shareholders, and the class meeting requirements originally applicable to holders of domestic shares and H shares are no longer necessary; the use of arbitration to resolve disputes is also no longer required. The Board believes that the removal of the class meeting requirement in the Articles of Association will not compromise protection of the Shareholders: currently, class meetings are required for changes or abrogation of the rights of a class of Shareholders; as Domestic Shares and H Shares are now regarded as one class of ordinary shares under the PRC law, the substantive rights attached to these two kinds of Shares (including rights on voting, dividend and asset distribution upon liquidation) remain the same. The removal of the class meeting requirement is also consistent with the current arrangement for non-PRC issuers with a dual listing on an exchange in the PRC and the Stock Exchange: while the shares of these companies are separately listed on the Stock Exchange and the PRC exchange and such shares are non-fungible, the PRC regulations and the Listing Rules do not require shares listed on the different exchanges to be treated as different classes of shares. As regards the use of arbitration, such requirements may no longer be relevant or necessary under the prevailing circumstances and state of development of the market. As a matter of fact, such requirements are not applicable to overseas issuers listed on the Stock Exchange under the Listing Rules. After the removal of the arbitration requirements, the Shareholders may enforce their rights under the Articles of Association using the same approaches as shareholders of overseas issuers, through, in particular, commencing legal proceedings in a court of the place of incorporation of the Company or a Hong Kong court.

For details of the comparison table of the Proposed Amendments, please refer to Appendix II to this circular.

The legal advisers of the Company as to the laws of Hong Kong and the laws of the PRC have respectively confirmed that the Proposed Amendments comply with requirements of the Listing Rules and applicable laws and regulations in the PRC. The Company confirms that there is nothing unusual about the Proposed Amendments for a company incorporated in the PRC and listed in Hong Kong.

Special resolutions will be proposed at the EGM and the Class Meetings to consider and, if thought fit, approve the Proposed Amendments and the proposed adoption of the New Articles of Association. The filings with the relevant authorities in the PRC in respect of the Proposed Amendments will be made after the passing of the relevant special resolutions by the Shareholders at the EGM and the Class Meetings. The Proposed Amendments will take effect on the date on which they are approved at the EGM and the Class Meetings.

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LETTER FROM THE BOARD

5. EGM, H SHAREHOLDERS’ CLASS MEETING, DOMESTIC SHAREHOLDERS’ CLASS MEETING AND PROXY ARRANGEMENT

The EGM will be held at the meeting room of the Company, 227 Sizhong Road, Huzhou, Zhejiang Province, the PRC on Tuesday, 16 January 2024 at 2:00 p.m. for (i) the Independent Shareholders to consider and, if thought fit, approve the 2024-2026 Natural Gas Framework Agreement and the transactions contemplated thereunder (including the New Annual Caps); and (ii) the Shareholders to consider and, if thought fit, approve the proposed election of non-executive Director, the Proposed Amendments and the proposed adoption of the New Articles of Association. A notice of the EGM is set out on pages 219 to 221 of this circular.

The H Shareholders’ Class Meeting will be held immediately after the conclusion of the EGM or any adjourned meeting thereof (whichever the later), and the Domestic Shareholders’ Class Meeting will be held immediately after the conclusion of the H Shareholders’ Class Meeting or any adjourned meeting thereof (whichever the later), for the Domestic Shareholders and H Shareholders to consider and, if thought fit, approve the Proposed Amendments and the proposed adoption of the New Articles of Association. A notice of the H Shareholders’ Class Meeting is set out on pages 222 to 224 of this circular, and a notice of the Domestic Shareholders’ Class Meeting is set out on pages 225 to 227 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll vote results will be published by the Company after the EGM, the H Shareholders’ Class Meeting and the Domestic Shareholders’ Class Meeting in the manner prescribed under the Listing Rules.

ENN (China), which held 60,542,460 Domestic Shares as at the Latest Practicable Date, is an indirect holding company of Ningbo Intercity and has a material interest in the 2024-2026 Natural Gas Framework Agreement and is therefore required to abstain from voting on the relevant resolution to approve the 2024-2026 Natural Gas Framework Agreement at the EGM, pursuant to Rule 14A.36 of the Listing Rules. To the best of the knowledge, information and belief of the Directors, save as disclosed above, none of the Shareholders are required to abstain from voting on the resolution put to vote at the EGM and the Class Meetings.

Forms of proxy for use at the EGM, the H Shareholders’ Class Meeting and the Domestic Shareholders’ Class Meeting are enclosed herewith and also published on both the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.hzrqgf.com/). To be valid, for H Shareholders, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of authority or other authorisation documents (if any) under which it is signed or a notarised letter of authority at the Company’s H share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong. For Domestic Shareholders, the proxy form(s) should be returned to the

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LETTER FROM THE BOARD

Company’s registered office in the PRC at 227 Sizhong Road, Huzhou, Zhejiang Province, the PRC by personal delivery or by post not less than 24 hours before the time fixed for holding the EGM, the H Shareholders’ Class Meeting and the Domestic Shareholders’ Class Meeting (i.e. at or before 2:00 p.m. on Monday, 15 January 2024 (Hong Kong time)) or any adjournment thereof (as the case may be).

Completion, signing and return of the form of proxy will not preclude you from attending and voting in person at the EGM, the H Shareholders’ Class Meeting and the Domestic Shareholders’ Class Meeting or any adjournment thereof (as the case may be).

6. H SHARE REGISTER OF MEMBERS

In order to be eligible to attend and vote at the EGM, H Shareholders whose transfers have not been registered shall deposit all transfer documents accompanied by the relevant share certificates at the Company’s H share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Thursday, 11 January 2024 (Hong Kong time). Shareholders whose names appear on the Company’s register of members on 4:30 p.m. on Thursday, 11 January 2024 are entitled to attend and vote at the EGM, the H Shareholders’ Class Meeting and the Domestic Shareholders’ Class Meeting.

7. RECOMMENDATIONS

The Directors (including the independent non-executive Directors whose views have been formed taking the advice of the Independent Financial Adviser into account) consider that the 2024-2026 Natural Gas Framework Agreement (including the New Annual Caps) are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Independent Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

The Directors (including the independent non-executive Directors) consider that the proposed election of non-executive Director is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

The Directors (including the independent non-executive Directors) consider that the Proposed Amendments and the proposed adoption of the New Articles of Association are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the EGM, the H Shareholders’ Class Meeting and the Domestic Shareholders’ Class Meeting.

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LETTER FROM THE BOARD

8. ADDITIONAL INFORMATION

Your attention is also drawn to the letter from the Independent Board Committee set out in pages 22 to 23 of this circular which contains its advice to the Independent Shareholders regarding the 2024-2026 Natural Gas Framework Agreement (including the New Annual Caps), the letter from the Independent Financial Adviser set out in pages 24 to 35 of this circular which contains its advice to the Independent Board Committee and the Independent Shareholders regarding the 2024-2026 Natural Gas Framework Agreement (including the New Annual Caps) and the principal factors and reasons taken into consideration in arriving at its advice.

9. MISCELLANEOUS

The Chinese text of the Proposed Amendments as set out in Appendix II to this circular shall prevail over the English text for the purpose of interpretation in case of any inconsistency. Save as stated above, the English text of this circular shall prevail over the Chinese text for the purpose of interpretation in case of any inconsistency.

Yours faithfully, For and on behalf of the Board Huzhou Gas Co., Ltd.* Wang Hua Chairman

For identification purpose only

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is a full text of the letter from the Independent Board Committee prepared for the purpose of inclusion in this circular.

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==> picture [19 x 25] intentionally omitted <==

**Huzhou Gas Co., Ltd.* 湖州燃氣股份有限公司**

(A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 6661)

28 December 2023

To the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS IN RELATION TO 2024-2026 NATURAL GAS FRAMEWORK AGREEMENT

We refer to the circular of the Company to the Shareholders dated 28 December 2023 (the “ Circular ”), of which this letter forms part. Terms defined in the Circular shall have the same meanings in this letter unless the context otherwise requires.

We have been appointed as the Independent Board Committee to consider whether the 2024-2026 Natural Gas Framework Agreement has been entered into in the ordinary and usual course of business of the Group, and the terms of the 2024-2026 Natural Gas Framework Agreement and the transactions contemplated thereunder (including the New Annual Caps) are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders as to voting at the EGM.

The Independent Financial Adviser has been appointed by the Company to advise us and the Independent Shareholders in this regard. Details of the independent advice of the Independent Financial Adviser, together with the principal factors and reasons the Independent Financial Adviser has taken into consideration, are set out on pages 24 to 35 of the Circular.

We wish to draw your attention to the letter from the Board set out on pages 5 to 21 of the Circular and the letter of advice from the Independent Financial Adviser set out on pages 24 to 35 of the Circular.

For identification purpose only

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having considered, among other things, the principal factors and reasons underlying the 2024-2026 Natural Gas Framework Agreement as well as the advice of the Independent Financial Adviser as set out in the Circular, we consider that the 2024-2026 Natural Gas Framework Agreement has been entered into in the ordinary and usual course of business of the Group, and the terms of the 2024-2026 Natural Gas Framework Agreement and the transactions contemplated thereunder (including the New Annual Caps) are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution for approving 2024-2026 Natural Gas Framework Agreement set out in the notice of the EGM.

Yours faithfully, For and on behalf of The Independent Board Committee of Huzhou Gas Co., Ltd.*

Chang Li Hsien Leslie

Lau Suet Chiu Frederic

Zhou Xinfa

For identification purpose only

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of a letter of advice from Central China International Capital Limited, the independent financial adviser to the Independent Board Committee and the Independent Shareholders, which has been prepared for the purpose of incorporation in this circular.

28 December 2023

To the Independent Board Committee and Independent Shareholders of Huzhou Gas Co., Ltd.*

Dear Sir or Madam,

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the 2024-2026 Natural Gas Framework Agreement and the transactions contemplated thereunder; and the New Annual Caps, details of which are set out in the letter from the Board (the “ Letter from the Board ”) contained in the circular dated 28 December 2023 issued by the Company (the “ Circular ”) of which this letter forms part. Terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires otherwise.

The Group entered into the Existing Master Supply Agreement with Ningbo Intercity in 2022 (as supplemented by the supplemental agreement dated 14 March 2023) in relation to the supply of PNG and LNG for a period from 1 January 2022 to 31 December 2024. After taking into account the expected growing demand of natural gas by industrial, commercial and residential users in the Operating Area, particularly upon completion of the construction project of a comprehensive gas source station of the Group in Huzhou by end of 2023, and the historical and anticipated market prices of natural gas for the year ending 31 December 2024, the Group expected that the existing annual caps of the above continuing connected transaction will not meet the needs of the Group for the year ending 31 December 2024. In addition, taking into account the Group’s need for a steady and reliable supply of natural gas from Ningbo Intercity, the Company has entered into the 2024-2026 Natural Gas Framework Agreement to replace the Existing Master Supply Agreement in order to continue to purchase natural gas from Ningbo Intercity in the ordinary and usual course of business.

As Ningbo Intercity is a connected person of the Company, the transactions contemplated under the 2024-2026 Natural Gas Framework Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. Since one or more of the applicable percentage ratio (as defined in Rule 14.07 of the Listing Rules) relating to the highest of the New Annual Caps for the transactions contemplated under the 2024-2026 Natural Gas Framework Agreement exceeds 25%, the

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

2024-2026 Natural Gas Framework Agreement and the transactions contemplated thereunder (including the New Annual Caps) are subject to, among other things, the approval of Independent Shareholders. We have been appointed by the Board as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

In the last two years, there was no engagement between us and the Company. As at the Latest Practicable Date, we are not aware of any of the circumstances as set out in Rule 13.84 of the Listing Rules existed that would otherwise affect our independence to advise the Independent Board Committee and the Independent Shareholders on the 2024-2026 Natural Gas Framework Agreement and the transactions contemplated thereunder; and the New Annual Caps.

BASIS OF OUR OPINION

In formulating our opinion, we have relied on the information and statements supplied, opinions and representations expressed by the Company and the Directors and have assumed that all such information and statements supplied, opinions and representations expressed to us were true, accurate and complete in all material respects at the time they were provided and continue to be true up to the date of the EGM. We have also sought and obtained confirmation from the Company that no material facts have been omitted from the information and statements supplied as well as opinions and representations expressed to us.

We consider that we have been provided with sufficient information to enable us to reach our advice and recommendations as set out in this letter and to justify our reliance on the accuracy of such information. We have no reason to suspect that any material facts or information (which are known to the Company) have been omitted or withheld from the information or statements supplied, or opinions or representations expressed to us nor to doubt the truth and accuracy of the information and statements supplied, or the reasonableness of the opinions and representations expressed to us. We have not, however, carried out any independent verification on the information provided to us by the Company and the Directors, nor have we conducted an independent in-depth investigation into the business or affairs or future prospects of the Group.

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background

The Group is principally engaged in (i) the sale of gas, mainly PNG (under the concessions) and LNG in Huzhou; (ii) the provision of construction and installation services to construct and install end-user pipeline network and gas facilities for customers such as property developers and owners or occupants of residential and non-residential properties; and (iii) other businesses, including the sale of household gas appliances and relevant equipment, energy, distributed photovoltaic power and the leasing of properties in the PRC.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Ningbo Intercity is a company established in the PRC which is primarily engaged in the upstream supply of natural gas. As at the Latest Practicable Date, Ningbo Intercity is wholly-owned by 新奧燃氣發展有限公司 (Xinao Gas Development Company Limited*), which is in turn wholly-owned by ENN (China). ENN (China) is wholly-owned by ENN Energy Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability which is listed on the Main Board of the Stock Exchange (Stock Code: 2688).

2. Reasons for entering into the 2024-2026 Natural Gas Framework Agreement

Ningbo Intercity has been a principal natural gas supplier of the Group since September 2020 as Ningbo Intercity was the designated pilot natural gas supplier for the Group during the early stage of natural gas supply chain reform under《關於印發2020年浙江省能源領域體制改革工作要點的通知》浙發改能源[2020]12號 (Notice on Issuing of the Summary of Structural Reforms in Energy Sector in 2020 Zhefagai Energy [2020] No. 12*) issued by the Zhejiang Provincial Development and Reform Commission (浙江省發展和改革委員會) and Zhejiang Energy Regulatory Office of National Energy Administration (浙江省能源局) on 20 January 2020.

The Group entered into the Existing Master Supply Agreement with Ningbo Intercity in 2022 (as supplemented by the supplemental agreement dated 14 March 2023) in relation to the supply of PNG and LNG for a period from 1 January 2022 to 31 December 2024. After taking into account the expected growing demand of natural gas by industrial, commercial and residential users in the Operating Area, particularly upon completion of the construction project of a comprehensive gas source station of the Group in Huzhou by end of 2023, and the historical and anticipated market prices of natural gas for the year ending 31 December 2024, the Group expected that the existing annual caps of the above continuing connected transaction will not meet the needs of the Group for the year ending 31 December 2024. In addition, taking into account the Group’s need for a steady and reliable supply of natural gas from Ningbo Intercity, the Company has entered into the 2024-2026 Natural Gas Framework Agreement with Ningbo Intercity in order to continue to purchase natural gas from Ningbo Intercity in the ordinary and usual course of business.

Having considered (i) the established business relationship between the Group and Ningbo Intercity who is one of the major gas suppliers of the Group, (ii) the existing annual caps of the above continuing connected transaction may not be sufficient to meet the needs of the Group’s anticipated business growth for the year ending 31 December 2024, (iii) the Existing Master Supply Agreement will expire on 31 December 2024 and the 2024-2026 Natural Gas Framework Agreement can renew the continuing connected transactions for the three years ending 31 December 2026; and (iv) our analyses and views on the terms of the 2024-2026 Natural Gas Framework Agreement and the transactions contemplated thereunder and the continuing connected transactions and the New Annual Caps as discussed below, we concur with the Directors’ view that the 2024-2026 Natural Gas Framework Agreement has been entered into in the ordinary and usual course of business of the Group, on normal commercial terms, fair and reasonable and is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

3. Principal terms of the 2024-2026 Natural Gas Framework Agreement

Set out below are the principal terms of the 2024-2026 Natural Gas Framework Agreement, which are substantially on the same terms as the Existing Master Supply Agreement as described in the circular of the Company dated 24 April 2023.

Date:

27 November 2023

Parties:

(1) the Company (for itself and on behalf of its subsidiaries), as purchaser; and
(2) Ningbo Intercity (for itself and on behalf of its subsidiaries), as supplier

Term:

1 January 2024 to 31 December 2026

Nature of transaction:

The Group shall purchase from Ningbo Intercity, and Ningbo Intercity shall sell to the Group, PNG and LNG in the Operating Area.

Pricing basis:

The detailed terms and conditions such as the manner of payment, price, price adjustment mechanisms, volume and delivery arrangements shall be determined in specific agreements to be made between the Group and Ningbo Intercity.

Other terms:

Note: The prices to be paid by the Group to Ningbo Intercity shall be determined in accordance with the pricing policy as set out in the paragraph headed “Internal Control and Pricing Policy” in the Letter from the Board.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

3.1 Pricing policy

According to the 2024-2026 Natural Gas Framework Agreement, the gas price shall be the prices determined between the parties after arm’s length negotiations taking into account the specific needs of the Group including the required volume with reference to the prevailing market prices. For the purpose of comparing and establishing whether the prices and terms offered by Ningbo Intercity for the purchases of PNG and LNG under the 2024-2026 Natural Gas Framework Agreement are comparable with market prices and those offered by independent third parties and are on normal commercial terms, the Group shall obtain quotations from at least two independent third party suppliers for the supply of PNG and LNG in similar quantities and price components from time to time but in any case no less than twice a year.

Pursuant to the《省發展改革委關於天然氣省級門站價格等有關事項的通知》浙發改價格[2022]307號 (Notice of the Provincial Development and Reform Commission on Natural Gas Provincial Gate Station Prices and Other Matters Zhejiang Development Reform Price [2022] No. 307*) issued by the Zhejiang Provincial Development and Reform Commission (浙江省發展和改革委員會) on 8 December 2022, the government no longer would issue pricing notices on the gas purchase prices from 1 April 2023. This change entails that the gas price at which Ningbo Intercity charges the Group for the supply of PNG, which was based on the government regulated gate price of natural gas, would no longer be regulated by the government from 1 April 2023 and should be determined by parties with reference to prevailing market prices. In the absence of the government regulated price, referencing and establishing market price comparison is critical in determining whether the transactions are fair and reasonable.

In order to assess whether the pricing basis adopted by the Company under the 2024-2026 Natural Gas Framework Agreement is in line with the market practice, we have identified and analysed the pricing policy adopted by five comparable companies listed on the Stock Exchange and primarily engaged in the sales of natural gas and related products in the PRC, namely:

(i) CNOOC Limited (stock code: 883): As stated in the circular of CNOOC Limited dated 11 November 2022, the pricing for the supply of petroleum, natural gas products and green power products is determined sequentially based on either (a) government-prescribed prices, or (b) in the absence of government-prescribed prices, market prices, including local, national, or international market prices.
(ii) Kunlun Energy Company Limited (stock code: 135): As mentioned in the circular of Kunlun Energy Company Limited dated 5 October 2020, the pricing for the sale of crude oil, natural gas, refined oil products, chemical products and other related or similar products is based on (a) government-prescribed prices when available; or (b) if no government-prescribed prices are available, the price paid by China

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

National Petroleum Corporation should not exceed the best price among all prices offered by independent third parties in the relevant market or nearby market in the ordinary course of business.

(iii) JiaXing Gas Group Co., Ltd. (stock code: 9908): As stated in the circular of JiaXing Gas Group Co., Ltd. dated 28 July 2023, the pricing for the natural gas is determined based on (a) government regulated price published by Zhejiang Provincial Development and Reform Commission (浙江省發展和改革委員會) from time to time, or (b) if there is no such government regulated price, the price shall be the price at which its supplier purchases the natural gas from its upstream supplier(s).
(iv) Beijing Gas Blue Sky Holdings Ltd. (stock code: 6828): As stated in the circular of Beijing Gas Blue Sky Holdings Ltd. dated 14 April 2021, the sale and purchase price of LNG is determined by arm’s length negotiations based on normal commercial terms which are no less favourable than that are available from independent third parties and the purchase price of LNG shall be determined with reference to the market price quoted from the respective local LNG terminal.
(v) Beijing Enterprises Holdings Limited (stock code: 392): As stated in the announcement of Beijing Enterprises Holdings Limited dated 31 December 2020, the sales and purchases of gas will be conducted on terms which shall not be less favourable than those similar products offered to independent third parties and the price shall be determined according to the following principles: (i) price prescribed by the PRC government; (ii) where there is no government-prescribed price but there is a government indicating price, at a price not higher than the indicating price set by the PRC government; (iii) where there is neither a government-prescribed price nor a government indicating price, the market price; and (iv) where none of the above is applicable, the price will be agreed between the relevant parties.

Based on our review, we noted that the five comparable companies adopted a similar pricing policy as that of the Company, which makes reference to the market prices where no government-prescribed/regulated prices are available. Taking account into (i) the internal control measures of the Group as further analysed in the section below headed “3.2 Internal control” and (ii) the pricing policies are referenced to market price quoted, we therefore consider that the pricing policy under the 2024-2026 Natural Gas Framework Agreement is on normal commercial terms, fair and reasonable and in line with market practice.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

3.2 Internal control

The Group shall implement a series of internal control measures to monitor the pricing and other terms of the continuing connected transactions contemplated under the 2024-2026 Natural Gas Framework Agreement, details of which are included in the section headed “Internal Control and Pricing Policy” in the Letter from the Board.

In assessing whether the above internal control measures and pricing policy are put in place and effectively implemented, we have obtained and reviewed the internal policies and procedures governing the connected transactions of the Group (including the Group’s transactions with Ningbo Intercity).

As set out in the section headed “3.1 Pricing policy” above, from 1 April 2023, the government no longer would issue pricing notices on the gas purchase prices and therefore, the gas price at which Ningbo Intercity charges the Group for the supply of PNG should be determined by parties with reference to prevailing market prices. For the period from 1 April to 31 October 2023, the Group has entered into three master supply agreements. We have obtained and reviewed documentations regarding the internal contract approval process and the three master supply agreements and noted that the Group determined the purchase price with the subject supplier by comparing with the prices offered by at least two other suppliers in the then prevailing market. The purchase price determined between the Group and the supplier has been properly reviewed and approved by the purchasing department, finance department, and the Management (including the chairman of the Board).

We have also obtained and reviewed all the purchase transactions for natural gas products during the period from 1 April to 31 October 2023 and noted that the purchase price with Ningbo Intercity was determined with reference to the prevailing market price offered by two other suppliers.

Based on the above, we concur with the Company that the internal control measures above can allow the Company to effectively monitor the transaction amounts under the 2024-2026 Natural Gas Framework Agreement and to ensure that the transactions under the 2024-2026 Natural Gas Framework Agreement are on normal commercial terms.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

4. Historical transaction amounts, existing annual caps and New Annual Caps

The Board has considered and proposed the following New Annual Caps in respect of the continuing connected transactions which will serve as the maximum annual value of the relevant transactions above for the period from 1 January 2024 to 31 December 2026:

				For the
				ten months
	For the year ended			ended
		31 December		31 October		For the year	ending 31 December
	2020	2021	2022	2023	2023	2024	2025	2026
(RMB million)	(audited)	(audited)	(audited)	(unaudited)
Historical amounts	368.9	1,104.7	483.3	625.2	–	–	–	–
Existing annual caps	–	–	1,800	–	1,400	1,062	–	–
New Annual Caps	–	–	–	–	–	1,550	1,600	1,700

In assessing the fairness and reasonableness of the New Annual Caps, we have reviewed the historical transaction amounts for the year ended 31 December 2022 and for the ten months ended 31 October 2023 and noted that the utilisation rates are 26.9% and 44.7% (computed based on the actual amounts up to 31 October 2023) for the corresponding periods. The New Annual Cap for 2024 represents an increase of 40.3% to the highest historical transaction amount for the year ended 31 December 2021 and an increase of 46.0% to the existing annual cap for 2024. The New Annual Cap for 2025 and 2026 represent annual growth rates of 3.2% and 6.3%, respectively.

According to the《關於印發2020年浙江省能源領域體制改革工作要點的通知》浙發改能源[2020]12號 (Notice on Issuing of the Summary of Structural Reforms in Energy Sector in 2020 [2020] No. 12*) issued by the Zhejiang Provincial Development and Reform Commission (浙江省發展和改革委員會) and Zhejiang Energy Regulatory Office of National Energy Administration (浙江省能源局) on 20 January 2020, the Zhejiang government aims to discontinue the monopoly status of the provincial natural gas pipeline companies; separate the function of natural gas sale and transmission at provincial level; promote the fair and equal access to the infrastructure of natural gas, such as provincial pipeline network and LNG terminals, by all market entities; and reform and simplify the natural gas supply chain. On the back of such reforms, the Company (as business operator) had, since September 2020, switched away from sourcing natural gas with provincial natural gas companies which were once the Company’s primary source of

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

natural gas supply, and started procuring natural gas primarily from Ningbo Intercity under relevant master supply agreement(s).

As disclosed in the Letter from the Board, however in around April 2022, Ningbo Intercity experienced resource constraints due to the Russo-Ukrainian War and other international tensions, which resulted in an unexpected interim suspension in natural gas supply. In order to ensure a continuous and uninterrupted natural gas supply to fulfil its continuous contractual obligations with downstream customers, at the relevant time the Company implemented certain emergency measures and secured alternative sources of natural gas supply from two provincial natural gas companies through the entering into of long-term master supply agreements covering up to March 2028, which required the Company to commit to certain minimum annual procurement quantity. While Ningbo Intercity subsequently resolved its natural gas supply shortage and was able to resume its supply to the Company since 2023, due to the aforesaid minimum procurement commitment with the two provincial natural gas companies, the Company considered commercially advisable to prioritize its procurement of natural gas with the two provincial natural gas companies over Ningbo Intercity. As a result, the Company has since only procured natural gas from Ningbo Intercity intermittently.

On the other hand, as disclosed in the Letter from the Board, since April 2023, a subsidiary owned 51% by the Company, Huzhou Nanxun Xinao Gas Company Limited (湖州南潯新奧燃氣有限公司) (“ Nanxun Xinao* ”), has started procuring natural gas from Ningbo Intercity. The transaction amounts with Ningbo Intercity for the ten months ended 31 October 2023 under the Existing Framework Agreement were in fact principally contributed from procurements made by Nanxun Xinao. That being the case, the Company also noted that historically the amount of natural gas procured from Ningbo Intercity was not particularly large in scale. As explained by the Company, up to present, unlike some other natural gas distributors in Nanxun who have their own gas source stations or upstream pipeline networks, Nanxun Xinao does not have its own gas source station and own upstream pipeline network and has to rely on national, provincial and other sub-high-pressure and medium-pressure pipeline networks owned and/or operated by third parties, which charge Nanxun Xinao transmission fees for utilising their networks. Such additional cost has put Nanxun Xinao in a less price-competitive position against other local competitors. For this reason, despite having a relatively comprehensive downstream natural gas pipeline network of its own covering the Nanxun area and nearby cities, Nanxun Xinao primarily served as a complementary, risk diversification natural gas supplier for its industrial, commercial, and residential users and wholesale customers in regional natural gas supply.

As a combined result of the minimum procurement commitment situation of the Company and the historically price-competitiveness issue of Nanxun Xinao, the utilisation rate of the existing annual cap for the ten months ended 31 October 2023 remained relatively low.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In this connection, as disclosed in the Letter from the Board, based on the Group’s natural gas procurement plan, while Ningbo Intercity will continue to assume the role as a complementary upstream natural gas supplier to the Company (as business operator) supplementing natural gas supply once the minimum procurement requirements with the two provincial natural gas companies are met, it shall serve as the principal upstream natural gas supplier to Nanxun Xinao. And with the coming commencement of operation of its comprehensive gas source station in early 2024 (as further elaborated below), the Company expects a considerable expansion in the scale of natural gas procurement by Nanxun Xinao going forward.

As noted in the announcement of the Company dated 9 June 2023, Nanxun Xinao entered into a procurement and construction contract for the construction project of a comprehensive gas source station in Nanxun, Huzhou. As disclosed in the Letter from the Board, the construction of the comprehensive gas source station is anticipated to be completed within 2023, and to commence operations in early 2024. With the construction of the comprehensive gas source station, Nanxun Xinao will have direct access to the national gas pipeline network and will no longer rely on third party networks for upstream gas transportation and bear additional pipeline transmission fees. Consequently, the unit sales price of natural gas offered by Nanxun Xinao will be significantly more competitive over other natural gas distributors in Nanxun, and the nearby cities in Jiangsu Province.

As disclosed in the Letter from the Board, Nanxun Xinao has already initiated discussions with its existing customers, and given the satisfactory services so far experienced by these customers, they have already indicated preliminary interest in purchasing natural gas from Nanxun Xinao and view the upcoming gas source station as their major supplier. Additionally, Nanxun Xinao has been actively procuring new customers within the area. Upon the completion of the gas source station, Nanxun Xinao will have the opportunity to convert itself from a complementary natural gas supplier of its existing customers into their main supplier, establishing stronger and more consistent business relationships with them, and at the same time expanding its customer base in the region. The Company considers that these anticipated market development efforts will bring a significant increase in the business volume of Nanxun Xinao, which in turn will require a considerable expansion in the scale of natural gas procurement by Nanxun Xinao in 2024 and beyond.

According to a report published by the International Energy Security Research Center of University of Chinese Academy of Social Sciences (Graduate School) and Social Sciences Academic Press (China) in October 2023, the “14th Five-Year Plan” for energy development in China emphasises the promotion of natural gas development. This plan focuses on various aspects, including production, supply, storage, and marketing systems, upstream production, natural gas utilisation, and the construction of receiving stations. During the “14th Five-Year Plan” period, which spans from 2021 to 2025, the demand for natural gas in China is expected to experience significant growth. Taking into account factors such as GDP, policies, upstream supply, downstream demand, and the international environment, it is forecasted that China’s natural gas consumption will reach 445.4 billion m[3] by 2025, a CAGR of 6.2% during the “14th Five-Year Plan” period. Specifically, Zhejiang Province is expected to experience a CAGR of 15% in natural gas consumption during the “14th Five-Year Plan” period.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

On the potential growth in demand of natural gas in Nanxun, we have reviewed the historical data on GDP growth and the contribution of the industrial sector in Nanxun, of CAGRs of 6.1% and 6.0%, respectively, from 2020 to 2022 as published by the People’s Government of Nanxun District (南潯區人民政府), along with the historical consumption volume with a CAGR of 7.5% for natural gas by industrial, commercial and residential users and wholesale customers of Nanxun Xinao from 2020 to 2022, which indicated a favourable environment for increased natural gas demand and a strong existing market for natural gas. Furthermore, as set out in feasibility study report of the Nanxun Xinao comprehensive gas source station project of the Group in Huzhou prepared by Zhejiang Urban Construction Gas Thermal Power Design Institute (浙江城建煤氣熱電設計院) and the analysis of external gas transmission situation and the gas volume growth analysis from 2024 to 2026 of Nanxun Xinao prepared by the Company, the comprehensive gas source station will enhance the availability of natural gas for industrial, commercial and residential users and wholesale customers within the Operating Area and in nearby cities in Jiangsu Province, which are expected to be significant contributors to the potential growth in natural gas demand. The Company considered the competitive pricing offered by Nanxun Xinao, which benefits from reduced costs of sales resulting from the absence of pipeline transmission fees after the completion of construction of the gas source station, as a positive factor driving its growth.

When estimating the market prices of natural gas for the year ending 31 December 2024, as disclosed in the Letter from the Board, the Company made reference to, among other things, (i) the historical market prices of natural gas in previous transactions with Ningbo Intercity and other independent natural gas suppliers of the Group between 2021 and 2022 and for the ten months ended 31 October 2023, including the seasonal price increase during winter times, (ii) the incident-driven surge in natural gas prices due to supply shock resulting from the outbreak of Russo-Ukrainian War, and (iii) the possibility of a repeat in supply shock and price surge in view of the recent geopolitical conflicts such as the Israel-Hamas war and other international tensions. Additionally, to account for general inflation impact, the Company estimated for a year-on-year increase of 2% in prices between 2023 and 2026, which is noted to be aligned with the inflation outlook for China in 2024 according to the Asian Development Outlook publication by The Asian Development Bank.

We have reviewed the unit prices charged by Ningbo Intercity and other independent natural gas suppliers of the Group between each of the years ended 31 December 2021 and 2022 and the period ended 31 October 2023 and noted that the forecasted price for the year ending 31 December 2024 falls within the range of those prices (for the purpose of this analysis we have excluded the prices charged by these suppliers during the period in 2022 where resource constraints caused by the Russo-Ukrainian War had resulted in an out-of-trend price surge).

Taking account into the volatility in historical natural gas prices, the projected inflation rate and the uncertainties in natural gas prices affected by market factors such as the domestic and international situation as well as the fact that future natural gas prices for the coming three years could not be accurately predicted by the Company, we consider the forecasted prices referenced by the Company to be acceptable.

– 34 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Having considered (i) the historical consumption volume of natural gas by industrial, commercial and residential users in Nanxun during the three years ended 31 December 2022 and the ten months ended 31 October 2023; (ii) the expected growing demand of natural gas by industrial, commercial and residential users in the Operating Area and the nearby cities in Jiangsu Province in the coming three years, particularly upon completion of the construction project of the comprehensive gas source station of the Group in Nanxun, Huzhou by end of 2023; and (iii) the anticipated market prices of natural gas, we concur with the Company that the New Annual Caps for the 2024-2026 Natural Gas Framework Agreement for the three years ending 31 December 2026 to be fair and reasonable.

RECOMMENDATIONS

In consideration of the above, we are of the view that the entering into the 2024-2026 Natural Gas Framework Agreement is on normal commercial terms, in the ordinary and usual course of business of the Group, fair and reasonable, and is in the interests of the Company and the Shareholders as a whole.

Accordingly, we recommend the Independent Shareholders and advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the relevant resolutions for approving the 2024-2026 Natural Gas Framework Agreement.

Yours faithfully, For and on behalf of Central China International Capital Limited

Elain Wong Monica Cheung General Manager Associate Director

Note: Ms. Elain Wong is a responsible officer of Central China International Capital Limited registered with the SFC to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO and has over 22 years of experience in securities industry.

Ms. Monica Cheung is a licensed person of Central China International Capital Limited registered with the SFC to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO and has over 12 years of experience in securities industry.

For identification purpose only

– 35 –

APPENDIX I

GENERAL INFORMATION

1. Responsibility Statement

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

2. Disclosure of Interests and Short Positions in Shares and Underlying Shares

As at the Latest Practicable Date, so far as known to the Directors of the Company, none of the Directors, supervisors of the Company and chief executive of the Company had interests and short positions of in the shares, underlying shares and debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO) which are required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO, or as recorded in the register required to be kept under section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Listing Rules.

3. Directors’ Interest in Assets and Contracts

None of the Directors or supervisors of the Company had any interest, direct or indirect, in any assets which have been since 31 December 2022, being the date to which the latest published audited financial statements of the Group were made up, acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group as at the Latest Practicable Date.

None of the Directors or supervisors of the Company was materially interested in any contract or arrangement subsisting as at the date thereof and which was significant in relation to the business of the Group as at the Latest Practicable Date.

4. Service Agreements

As at the Latest Practicable Date, none of the Directors or supervisors of the Company had a service contract with any member of the Group which was not determinable by the Company or the relevant members of the Group within one year without payment of compensation other than statutory compensation.

5. Material Adverse Change

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2022, being the date to which the latest published audited financial statements of the Group were made up.

– 36 –

APPENDIX I

GENERAL INFORMATION

6. Competing Interest

As at the Latest Practicable Date, none of the Directors and his associates was interested in any business apart from the business of the Group, which competes or is likely to compete, either directly or indirectly, with that of the Group which would otherwise be required to be disclosed under Rule 8.10 of the Listing Rules if any of such Directors or his associates was a controlling Shareholder.

7. Qualification and Consent of Expert

The following are the qualifications of the expert who has given opinion or, advice contained in this circular:

Name

Qualification

Central China A corporation licensed to carry out Type 1 (dealing in International securities) and Type 6 (advising on corporate finance) regulated activities under the SFO

Central China International has given and has not withdrawn its written consent to the issue of this circular with the reference to its name and its letter in the form and context in which it appears.

As at the Latest Practicable Date, Central China International was not beneficially interested in any share capital of any member of the Group and did not have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group; and did not have any direct or indirect interest in any assets which since 31 December 2022, being the date to which the latest published audited financial statements of the Group were made up, had been acquired or disposed of by or leased to, or was proposed to be acquired or disposed of by, or leased to any member of the Group.

8. Documents on Display

A copy of the 2024-2026 Natural Gas Framework Agreement will be published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.hzrqgf.com) from the date of this circular up to and including the date of the EGM for at least 14 days.

– 37 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original Articles	Original Articles	Original Articles	Original Articles	Original Articles	Original Articles	Original Articles			Amended Articles
										The articles in the amended Articles of
										Association will be re-numbered
										accordingly due to the addition, deletion
										of articles and adjustments of the order of
										articles under this amendment. The
										amended Articles of Association will also
										be revised accordingly for any changes in
										the numbering of the articles with
										cross-reference made in the original
										Articles of Association.
Newly Added										Article 1In order to protect the legal rights
										and interests of the Company, its
										shareholders and creditors and to regulate
										the organization and activities of the
										Company, the Articles of Association are
										formulated in accordance with the
										Company Law, the Securities Law, the
										Administration Measures for the Overseas
										Listing, the Listing Rules, the Opinions,
										the Reply of Adjustment, the Guidelines
										on Articles of Association and other
										relevant provisions of laws, regulations
										and regulatory documents.
Article 1	Huzhou Gas Co., Ltd. (the									Article 2 Huzhou Gas Co., Ltd. (the
“Company”)			is a joint-stock						limited	“Company“, and together with its
company incorporated in							the		People’s	subsidiaries, the “Group”) is a joint-stock
Republic	of		China			(the		“PRC”) in		limited company incorporated in the
accordance with the Company Law of the										People’s Republic of China (the “PRC”) in
People’s	Republic					of	China (the			accordance with ~~the Company Law of the~~
“Company	Law”), the					Securities Law of				~~People’s Republic of China (~~the~~“~~Company
the People’s			Republic of China (the							Law~~”),~~ ~~the Securities Law of the People’s~~
“Securities		Law”)		and			the		Special	~~Republic of China (~~the ~~“~~Securities Law~~”)~~
Provisions	of		the State Council on the							~~and,~~ the Administration Measures for the
Overseas Offering and						Listing of Shares				Overseas Listing ~~the Special Provisions of~~
in Joint Stock			Companies				(the		“Special	~~the State Council on the Overseas Offering~~
Provisions”),			as well		as other				relevant	~~and Listing of Shares in Joint Stock~~
national	laws and					administrative				~~Companies (the “Special Provisions”), as~~
regulations.										~~well as ~~and other relevant national laws
										and administrative regulations.
...
										...

– 38 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Newly Added Article 3 The Company issued 52,714,500 shares to foreign investors, subscribed in foreign currencies and listed overseas, which were listed on The Stock Exchange of Hong Kong Limited (the “HKEX”) on 13 July 2022. Article 3 The domicile of the Company: Article 5 The domicile of the Company: No. 227, Sizhong Road, Huzhou, No. 227, Sizhong Road, Huzhou, Zhejiang Zhejiang Province Province Postal Code: 313000 Postal Code: 313000 Telephone: 0572-2716801 ~~Telephone: 0572-2716801~~ Facsimile: 0572-2716855 ~~Facsimile: 0572-2716855~~ Newly Added Article 6 The registered capital of the Company is RMB202,714,500. Article 5 The Company is a joint stock Article 7 The Company is a joint stock limited company that has perpetual company with limited liabilities in existence and has independent legal perpetual existence ~~that has perpetual~~ qualification. ~~existence and has independent legal qualification~~ . Shareholders are responsible for the Company to the limit of the shares they Article 9 All of the assets of the Company have subscribed for. The Company is are divided into shares of equal par value. responsible for its debts to the limit of all The shareholders ~~Shareholders~~ are its assets. responsible for the Company to the limit of the shares they have subscribed for. The The nature of the Company is a Company is responsible for its debts to the foreign-invested joint stock limited limit of all its assets. company. The nature of the Company is a ~~foreign-invested joint stock limited company~~ joint stock limited company (with Hong Kong, Macau, Taiwan investment and listing).

– 39 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

Article 6 These Articles of Association shall take effect from the date of adoption by the general meeting of the Company and the listing of the Company’s overseas listed foreign invested shares on The Stock Exchange of Hong Kong Limited (the “HKEX”) to replace the Articles of Association previously filed with the market supervision and administration authorities, and the original Articles of Association shall automatically become invalid.

Amended Articles Article 10 ~~These Articles of Association shall take effect from the date of adoption by the general meeting of the Company and the listing of the Company’s overseas listed foreign invested shares on The Stock Exchange of Hong Kong Limited (the “HKEX”) to replace the Articles of Association previously filed with the market supervision and administration authorities, and the original Articles of Association shall automatically become invalid.~~

From the date of the Articles of Association becoming effective, the Articles of Association shall constitute a legally binding document regulating the Company’s organisation and activities, and the rights and obligations between the Company and its shareholders and between shareholders inter se, and is binding upon the Company, shareholders, directors, supervisors and senior management. Shareholders may sue shareholders; shareholders may sue directors, supervisors, managers and other senior management of the Company; shareholders may sue the Company; and the Company may sue shareholders, directors, supervisors, managers and other senior management in accordance with the Articles of Association. ~~The Company shall abide by the provisions of the Company Law, the Securities Law, the Special Provisions and these Articles of Association.~~

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

Article 7 These Articles of Association shall be binding upon the Company, its shareholders, directors, supervisors and senior management, all of whom are entitled to claim their rights in relation to the Company’s affairs in accordance with these Articles of Association.

Shareholders may sue the company according to these Articles of Association; the Company may sue the shareholders according to these Articles of Association; the shareholders may sue the shareholders according to these Articles of Association; the shareholders can sue the directors, supervisors and senior management of the Company according to these Articles of Association.

The term “sue“ in the preceding article shall refer to and include commencing court proceedings and applying for arbitration proceedings.

The term “senior management“ in these Articles of Association shall refer to the general manager and other senior management; and “other senior management“ shall refer to the secretary of the Board of Directors, the deputy general manager and the financial controller of the Company.

Amended Articles Article 11 ~~These Articles of Association shall be binding upon the Company, its shareholders, directors, supervisors and senior management, all of whom are entitled to claim their rights in relation to the Company’s affairs in accordance with these Articles of Association. Shareholders may sue the company according to these Articles of Association; the Company may sue the shareholders according to these Articles of Association; the shareholders may sue the shareholders according to these Articles of Association; the shareholders can sue the directors, supervisors and senior management of the Company according to these Articles of Association. The term “sue“ in the preceding article shall refer to and include commencing court proceedings and applying for arbitration proceedings.~~

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APPENDIX II

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Original Articles		Amended Articles
Article 8 The Company may invest in other limited liability companies or joint stock companies and shall be liable for the company in which it has invested to the extent of that capital contribution; however, unless otherwise provided by law, the Company shall not be jointly and severally liable to such enterprise(s) for their liabilities as their investor.	Article 12 The Company shall set up its Communist Party of China (hereinafter referred to as “CPC”) organization and carry out CPC activities in accordance with the requirements of the Constitution of the CPC. The Company shall provide the CPC organization with necessary conditions for its activities. ~~The Company~~ ~~may invest in other limited liability~~ ~~companies or joint stock companies and~~ ~~shall be liable for the company in which it~~ ~~has invested to the extent of that capital~~ ~~contribution; however, unless otherwise~~ ~~provided by law, the Company shall not be~~ ~~jointly~~ ~~and~~ ~~severally~~ ~~liable~~ ~~to~~ ~~such~~ ~~enterprise(s) for their liabilities as their~~ ~~investor~~

Article 11 The Company may adjust the scope of its operations or the direction or method of its investments in accordance with changes in the domestic and international markets, the needs of its domestic business and its own development capabilities, subject to a resolution of its general meeting and report and approval to relevant competent authorities for approval.

Deleted

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Original Articles

Chapter 3 Party Building

Article 12 The Company shall establish a general party branch in accordance with the provisions of the Constitution of the Communist Party of China. The major work of the Company’s general party branch shall be navigating the direction, managing the overall situation and ensuring implementation, so as to achieve the unity of the Party’s political leadership, ideological leadership and organisational leadership of the enterprise.

Article 14 Adhere to and implement the synchronous planning of Party building and reform of state-owned enterprise, the synchronous setting up of party organisations and working organisations, the synchronous provision of Party organisation leaders and Party affairs staff, and the synchronous implementation of Party building works, so as to achieve institutional integration, mechanism integration, system integration and integration of work. A special Party affairs working organisation shall be established (co-located with the personnel management department), which shall be equipped with full-time party affairs staff to earnestly implement funds for party building work and party member activities, so as to construct a standardised and established party building service front. The general party branch of the Company shall study party building work for not less than twice a year.

Amended Articles

Chapter 3 Party Building

Article 15 The Company shall establish a ~~general~~ party ~~branch~~ committee in accordance with the provisions of the Constitution of the Communist Party of China. The major work of the Company’s ~~general~~ party ~~branch~~ committee shall be navigating the direction, managing the overall situation and ensuring implementation, so as to achieve the unity of the Party’s political leadership, ideological leadership and organisational leadership of the enterprise.

Article 17 Adhere to and implement the synchronous planning of Party building and reform of state-owned enterprise, the synchronous setting up of party organisations and working organisations, the synchronous provision of Party organisation leaders and Party affairs staff, and the synchronous implementation of Party building works, so as to achieve institutional integration, mechanism integration, system integration and integration of work. A special Party affairs working organisation shall be established (co-located with the personnel management department), which shall be equipped with full-time party affairs staff to earnestly implement funds for party building work and party member activities, so as to construct a standardised and established party building service front. The ~~general~~ party ~~branch~~ committee of the Company shall study party building work for not less than twice a year.

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Original Articles

Article 15 Adhere to and keep enhancing the leadership system of “Dual Entry and Cross Appointment“. The secretary of the general Party branch and the chairman of the Board of Directors of the Company shall generally be served by one person. Qualified members of the general Party branch may join the Board of Directors, board of supervisors and the team of managers through statutory procedures. The qualified Party members among the Board of Directors, board of supervisors and the team of managers may enter the leadership team of the general Party branch in accordance with the relevant regulations and procedures; the members of the team of managers and the members of the general Party branch may be moderately cross-appointed.

Article 16 Improve and establish the mechanism for the participation of enterprise party organisation in the decision-making of major matters. Establish the rules of procedure of the enterprise general party branch of, standardise the decision-making on “three important and one major“ matters, major business management matters must be studied and discussed by the general party branch committee.

Amended Articles

Article 18 Adhere to and keep enhancing the leadership system of “Dual Entry and Cross Appointment“. The secretary of the ~~general Party branch~~ party committee and the chairman of the Board of Directors of the Company shall generally be served by one person. Qualified members of the ~~general Party branch~~ party committee may join the Board of Directors, board of supervisors and the team of managers through statutory procedures. The qualified Party members among the Board of Directors, board of supervisors and the team of managers may enter the leadership team of the ~~general Party branch~~ party committee in accordance with the relevant regulations and procedures; the members of the team of managers and the members of the ~~general Party branch~~ party committee may be moderately cross-appointed.

Article 19 Improve and establish the mechanism for the participation of enterprise party organisation in the decision-making of major matters. Establish the rules of procedure of the enterprise ~~general~~ party ~~branch~~ committee of, standardise the decision-making on “three important and one major“ matters, major business management matters must be studied and discussed by the ~~general~~ party ~~branch~~ committee.

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Original Articles

Amended Articles

Article 17 Establish and improve the Article 20 Establish and improve the system of responsibility for party system of responsibility for party building building works, the secretary of the works, the secretary of the ~~general~~ party general party branch of the company ~~branch~~ committee of the company shall shall perform the first responsibility for perform the first responsibility for party party building work; discipline building work; the secretary of discipline inspection team leader shall perform ~~inspection team leader~~ committee shall supervision responsibilities, strengthen perform supervision responsibilities, supervision and discipline strengthen supervision and discipline accountability; other members of the accountability; other members of the general party branch shall perform “one ~~general~~ party ~~branch~~ committee shall post, two responsibilities“, combined perform “one post, two responsibilities“, with the business division of work to do combined with the business division of well in the party building work. work to do well in the party building Strengthen the leadership of the work. Strengthen the leadership of the enterprise’s party organisation in the enterprise’s party organisation in the work work of the masses, play a better role of of the masses, play a better role of trade trade unions, the Communist Youth unions, the Communist Youth League and League and other group organisations, so other group organisations, so as to do a as to do a good job in the ideological and good job in the ideological and political political work of the masses of workers. work of the masses of workers. Chapter 4 Shares and Registered Chapter 4 Shares ~~and Registered Capital~~ Capital Newly Added Section 1 Issuance of Shares Article 18 The Company shall have Article 21 The shares of the Company shall ordinary shares at all times. Subject to take the form of stock certificates. ~~The~~ approval of the approval authorities ~~Company shall have ordinary shares at all~~ authorised by the State Council, the ~~times. Subject to approval of the approval~~ Company may have other classes of ~~authorities authorised by the State~~ shares according to it needs. ~~Council, the Company may have other classes of shares according to it needs.~~

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Original Articles		Amended Articles
Newly Added	Article 22 The Company shall issue shares in an open, equitable and fair manner, and each of the shares in the same class shall carry the same rights.
Article 19 All the shares issued by the Company shall have a nominal value of RMB1 for each share. The RMB referred to in the preceding paragraph refers to the legal tender of PRC.	Article 23 All the shares issued by the Company shall have a nominal value of RMB1 for each share. ~~The RMB referred to in the preceding~~ ~~paragraph refers to the legal tender of~~ ~~PRC.~~
Article 20 Subject to the approval of the securities regulatory authority of the State Council, the Company may issue shares to domestic and foreign investors. The foreign investors referred to in the preceding paragraph shall refer to investors from foreign countries or Hong Kong, Macau and Taiwan who subscribe for the shares issued by the Company; domestic investors refer to investors in the PRC other than the aforementioned regions who subscribe for the shares issued by the Company.	Article 24 The shares issued and listed by the Company on the HKEX can be centrally deposited with the Computershare Hong Kong Investor Services Limited or held by shareholders in their personal names. The Company’s non-overseas listed shares are centrally registered and deposited with China Securities Depository and Clearing Corporation Limited. ~~Subject to the approval of the securities~~ ~~regulatory authority of the State Council,~~ ~~the Company may issue shares to domestic~~ ~~and foreign investors.~~ ~~The foreign investors referred to in the~~ ~~preceding~~ ~~paragraph~~ ~~shall~~ ~~refer~~ ~~to~~ ~~investors from foreign countries or Hong~~ ~~Kong, Macau and Taiwan who subscribe~~ ~~for the shares issued by the Company;~~ ~~domestic investors refer to investors in the~~ ~~PRC~~ ~~other~~ ~~than~~ ~~the~~ ~~aforementioned~~ ~~regions who subscribe for the shares~~ ~~issued by the Company.~~

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Original Articles Amended Articles Article 21 Shares issued by the Company Deleted to domestic investors and subscribed for in RMB are referred to as domestic shares. Shares issued by the Company to foreign investors and subscribed for in foreign currency are referred to as foreign shares. Foreign shares which are listed outside of the PRC are referred to as overseas listed foreign invested shares. The term “foreign currency“ referred to in the preceding paragraph is a legal currency (other than Renminbi) of other countries or regions which is recognised by the competent foreign exchange administration authority of the PRC and can be used for subscription payment for the Company’s shares. Shareholders of domestic shares and shareholders of overseas listed foreign invested shares are both ordinary shareholders and shall have the same rights and bear the same obligations. Article 22 The foreign invested shares Article 24 The ~~foreign invested~~ shares issued by the Company and listed in issued by the Company and listed in Hong Hong Kong are referred to as H Shares. H Kong are referred to as H Shares. ~~H Shares~~ Shares refer to shares listed with the ~~refer to shares listed with the approval of~~ approval of the China Securities ~~the China Securities Regulatory~~ Regulatory Commission (“CSRC”) and ~~Commission (“CSRC”) and the HKEX,~~ the HKEX, denominated in RMB and ~~denominated in RMB and subscribed and~~ subscribed and traded in Hong Kong ~~traded in Hong Kong dollars.~~

Article 22 The foreign invested shares issued by the Company and listed in Hong Kong are referred to as H Shares. H Shares refer to shares listed with the approval of the China Securities Regulatory Commission (“CSRC”) and the HKEX, denominated in RMB and subscribed and traded in Hong Kong dollars.

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Original Articles

Article 23 Subject to the approval of the company approval authority authorised by the State Council, 150 million ordinary shares were issued to the promoters upon the establishment of the Company, all of which were subscribed and held by the promoters, and the shareholdings of the promoters upon the establishment of the Company were as follows: Huzhou City Investment & Development Group Co., Ltd. holds 89,457,540 shares, with a shareholding of 59.6384%, while Xinao (China) Gas Investment Company Limited holds 60,542,460 shares, with a shareholding of 40.3616%.

Subject to the approval of the competent securities supervision authority of the State Council, the Company may issue up to 50 million H Shares, and if the over-allotment option is exercised in full, the Company may issue up to 57.5 million H Shares.

Upon completion of the above issue, if the over-allotment option is exercised in full, the share capital structure of the Company will be:

The total number of ordinary shares issued by the Company is 202,714,500 shares. Of which, domestic shareholders hold 150,000,000 shares, representing a shareholding of approximately 74%; and shareholders of overseas listed foreign invested shares hold 52,714,500 shares, representing a shareholding of approximately 26%.

Amended Articles

Article 25 Subject to the approval of the company approval authority authorised by the State Council, 150 million ordinary shares were issued to the promoters upon the establishment of the Company, all of which were subscribed and held by the promoters, and the shareholdings of the promoters upon the establishment of the Company were as follows: Huzhou City Investment & Development Group Co., Ltd. holds 89,457,540 shares, with a shareholding of 59.6384%, while Xinao (China) Gas Investment Company Limited holds 60,542,460 shares, with a shareholding of 40.3616%.

~~Subject to the approval of the competent securities supervision authority of the State Council, the Company may issue up to 50 million H Shares, and if the over-allotment option is exercised in full, the Company may issue up to 57.5 million H Shares.~~

~~Upon completion of the above issue, if the over-allotment option is exercised in full, the share capital structure of the Company will be:~~

~~The total number of ordinary shares issued by the Company is 202,714,500 shares. Of which, domestic shareholders hold 150,000,000 shares, representing a shareholding of approximately 74%; and shareholders of overseas listed foreign invested shares hold 52,714,500 shares, representing a shareholding of approximately 26%.~~

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Original Articles		Amended Articles
Article 24 After the plans for issuing overseas listed foreign invested shares and domestic shares have been approved by the securities regulatory authority of the State Council, the Board may implement such plans by making arrangement for separate issuances. The Company may implement its plan of issuing overseas listed foreign invested shares and domestic invested shares pursuant to the preceding paragraph within 15 months from the date of approval by the China Securities Regulatory Commission.	Deleted
Newly Added	Article 26 The total number of ordinary shares issued by the Company is 202,714,500 shares. Of which, domestic shareholders hold 150,000,000 shares, representing a shareholding of approximately 74%; and overseas shareholders hold 52,714,500 shares, representing a shareholding of approximately 26%.
Article 25 Where the Company issues	Deleted

Article 25 Where the Company issues overseas listed foreign invested shares and domestic shares respectively within the total number of shares as stated in the issuance proposal, the respective shares shall be subscribed for in full at one time. If the requirement of subscription in full at one time cannot be met under special circumstances, such issue may be in several tranches subject to the approval by the securities regulatory authority under the State Council.

Article 26 The registered capital of the Company upon its incorporation is RMB150 million. Upon partial exercise of the over-allotment option, the registered capital of the Company is RMB202,714,500.

Deleted

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Original Articles		Amended Articles
Newly Added	Article 27The Company or its subsidiaries (including associated entities of the Company) shall not, by way of a gift, advance, guarantee, compensation, loans or otherwise, provide any assistance to a person who purchases or intends to purchase its own shares.
Newly Added	Section 2 Increase, Decrease and Buyback of Shares
	of Shares

Article 27 The Company may, based on its business and development needs, approve the increase of its capital pursuant to the provisions under these Articles of Association. The Company may increase its capital in the following manners: (1) issuing new shares to unspecified investors; (2) placing new shares with existing Shareholders; (3) giving new shares to existing Shareholders; (4) issuing new shares to specified investors; (5) converting the reserve funds into share capital; (6) other methods as permitted by laws and administrative regulations. The Company’s increase of capital by	Article 28 ~~The Company may, based~~Based on its business and development needs, in accordance with the laws and regulations, and subject to the resolution at the shareholder’s general meeting, ~~approve~~ ~~the ~~increase ~~of ~~its capital ~~pursuant to the~~ ~~provisions~~ ~~under~~ ~~these~~ ~~Articles~~ ~~of~~ ~~Association ~~in the following manners: (I) a public offering of shares ~~issuing new~~ ~~shares to unspecified investors~~; (II) a private placement of shares ~~placing~~ ~~new shares with existing Shareholders~~; (III) ~~giving new shares ~~bonus issue to existing Shareholders; (IV) ~~issuing new shares to specified~~ ~~investors;~~ ~~(5) ~~converting the reserve funds into share capital; (~~6V~~)other methods as~~permitted ~~approved by laws ~~and~~, administrative regulations and China Securities Regulatory Commission.

The Company’s increase of capital by issuing new shares shall, after being approved in accordance with the provisions of the Articles of Association, be conducted in accordance with the procedures stipulated in the relevant laws and administrative regulations of the PRC.

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Original Articles Amended Articles Article 28 Unless otherwise specified by Deleted laws or administrative regulations, shares of the Company that are fully paid up may be freely transferable and free from liens. The transfer of the Company’s overseas listed foreign invested shares listed in Hong Kong shall be registered with the local share registrar in Hong Kong appointed by the Company. Chapter 5 Capital Reduction and Deleted Repurchase of Shares Article 29 The Company may reduce its Article 29 The Company may reduce its registered capital in accordance with the registered capital ~~in accordance with the~~ provisions under these Articles of ~~provisions under these Articles of~~ Association. Where the Company ~~Association~~ . Where the Company reduces reduces its registered capital, such its registered capital, such reduction shall reduction shall be made in accordance be made in accordance with the with the requirements of the Company requirements of the Company Law and Law and other related regulations and other related regulations and the the procedures stipulated in these procedures stipulated in these Articles of Articles of Association. Association.

Article 29 The Company may reduce its registered capital in accordance with the provisions under these Articles of Association. Where the Company reduces its registered capital, such reduction shall be made in accordance with the requirements of the Company Law and other related regulations and the procedures stipulated in these Articles of Association.

Article 30 When the Company carries out capital reduction, a balance sheet and an inventory list must be prepared.

The Company shall notify the creditors within 10 days, and publish an announcement in the newspapers for at least three times within 30 days, from the date of passing the resolution for reduction of capital by the Company. A creditor may, within 30 days after receipt of the notice or, in the case of failure to receive such notice, within 45 days from the date of announcement, require the Company to repay its debts or to provide corresponding guarantee.

The Company shall notify the creditors within 10 days, and publish an announcement in the newspapers ~~for at least three times~~ within 30 days, from the date of passing the resolution for reduction of capital by the Company. A creditor may, within 30 days after receipt of the notice or, in the case of failure to receive such notice, within 45 days from the date of announcement, require the Company to repay its debts or to provide corresponding guarantee.

The reduced registered capital of the Company may not be less than the statutory minimum amount.

~~The reduced registered capital of the Company may not be less than the statutory minimum amount.~~

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Original Articles		Amended Articles
Article 31 The Company may, in the following circumstances and subject to approval of relevant competent national authorities, repurchase its own issued and outstanding shares according to the procedures prescribed by laws, administrative regulations, The Rules Governing the Listing of Securities on the Main Board of the HKEX (hereinafter referred to as the “Listing Rules”) and these Articles of Association: ...	Article 31 The Company shall not buy back its shares. The Company may, in the following circumstances and subject to approval of relevant competent national authorities, repurchase its own issued and outstanding shares according to the procedures prescribed by laws, administrative regulations, The Rules Governing the Listing of Securities on the Main Board of the HKEX (hereinafter referred to as the “Listing Rules”) and these Articles of Association: ...
Article 32 The Company may repurchase its own shares in any of the following ways after being approved by relevant competent authorities of the PRC: (I) making a repurchase offer to all shareholders on a pro rata basis; (II) repurchasing by means of public dealing on a stock exchange; (III) repurchasing by agreement outside any stock exchange; Where the Company repurchases its own shares for the reasons set out in Article 31(3), (5) or (6) of these Articles of Association, the repurchase shall be made by means of a public centralised transaction.	Article 32 The Company may acquire its own shares through open centralized trading or other methods recognized by laws, administrative regulations and the China Securities Regulatory Commission. ~~The Company may repurchase its own~~ ~~shares in any of the following ways after~~ ~~being approved by relevant competent~~ ~~authorities of the PRC:~~ ~~(I) making a repurchase offer to all~~ ~~shareholders on a pro rata basis;~~ ~~(II) repurchasing by means of public~~ ~~dealing on a stock exchange;~~ ~~(III) repurchasing by agreement outside~~ ~~any stock exchange;~~ Where the Company repurchases its own shares for the reasons set out in item (3), (5) or (6) of the first paragraph of Article 31~~(3), (5) or (6) ~~of these Articles of Association, the repurchase shall be made by means of a public centralised transaction.

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Original Articles

Article 33 Where the Company repurchases its own shares for the reasons set out in Article 31(1) or (2) of these Articles of Association, the repurchase shall be made subject to a resolution of the general meeting.

Article 34 After the Company has repurchased its own shares pursuant to the provisions under Article 31, in the event of item (1), the repurchased shares shall be cancelled within 10 days from the date of repurchase; in the event of items (2) and (4), the repurchased shares shall be transferred or cancelled within 6 months; in the event of items (3), (5) and (6), the total number of its own shares held by the Company shall not exceed 10% of the total number of issued shares of the Company and the repurchased shares shall be transferred or cancelled within 3 years.

After the Company has bought back its shares in accordance with the law, it shall apply to the original company registration authority for registration of the change of registered capital.

The aggregate par value of the cancelled shares shall be written off against the registered capital of the Company.

Amended Articles

Article 33 Where the Company repurchases its own shares for the reasons set out in item (1) or (2) of the first paragraph of Article 31 ~~(1) or (2)~~ of these Articles of Association, the repurchase shall be made subject to a resolution of the general meeting. Where the Company repurchases its shares in the circumstances set out in item (3), (5) or (6) of the first paragraph of Article 31 of these Articles of Association, it may be resolved by more than two-thirds of directors present at the board meeting in accordance with the provisions of the Articles and Association or the authorization of the shareholders’ general meeting.

~~Article 34~~ After the Company has repurchased its own shares in accordance with the law in the event of item (1) of the first paragraph of Article 31 of these Articles of Association, the repurchased shares shall be cancelled within 10 days from the date of repurchase; in the event of items (2) and (4) of the first paragraph of Article 31 of these Articles of Association, the repurchased shares shall be transferred or cancelled within 6 months; in the event of items (3), (5) and (6) of the first paragraph of Article 31 of these Articles of Association, the total number of its own shares held by the Company shall not exceed 10% of the total number of issued shares of the Company and the repurchased shares shall be transferred or cancelled within 3 years. After the Company has bought back its shares in accordance with the law, it shall apply to the original company registration authority for registration of the change of registered capital. The aggregate par value of the cancelled shares shall be written off against the registered capital of the Company.

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Original Articles Amended Articles Newly Added Section 3 Transfer of Shares Newly Added Article 34 The shares of the Company shall be legally transferrable. Article 36 Unless the Company has Deleted entered into the liquidation stage, the Company shall comply with the following provisions whenever it repurchases issued and outstanding shares:

(I) If the Company repurchases shares at par value, the amount required should be deducted from the book balance of its distributable profit and the proceeds from new shares issued for the repurchase of old shares;

(II) Where the Company repurchases shares at a premium above par value, the portion equal to par value shall be deducted from the book balance of the Company’s distributable profits, the proceeds of new shares issued for the purpose of repurchasing old shares; the portion above par value shall be dealt with in line with the following methods:

(1) If the repurchased shares are issued at par value, it shall be deducted from the book balance of the Company’s distributable profits;

(2) If the shares repurchased were issued at a premium above par value, the amount should be deducted from the book balance of its distributable profit and the proceeds from new shares issued for the repurchase of old shares; however the amount to be deducted from the proceeds of new shares issued shall not exceed the total premium amount received at the time when the old shares were issued, nor shall it exceed the balance in the premium account (or capital reserve account) of the Company at the time of repurchase (including the premium amount resulting from the issuance of new shares);

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Original	Articles	Articles	Articles			Amended Articles
(III) The amount paid by the Company
for the following	purposes shall				be
deducted from	the		Company’s
distributable profit:
(1) for acquiring the	right of			repurchase
to buy back its own shares;
(2) for varying the	contract			for buying
back its own shares;
(3) for discharging its obligations under
the repurchase contract.
(IV) After the aggregate		par value of			the
cancelled shares is	deducted from				the
Company’s registered			capital		in
accordance with the	relevant			provisions,
the amount deducted				from	the
distributable profit		used for			the
repurchase of shares	at par value shall be
credited to the Company’s premium
account (or the capital reserve account).
Newly Added						Article 36The shares of the Company held
						by the promoters shall not be transferred
						within one year from the date of the
						incorporation of the Company. Shares
						already issued by the Company before the
						public offering shall not be transferred
						within one year from the date of the shares
						of the Company are listed on a stock
						exchange.
						The directors, supervisors and senior
						management of the Company shall report
						to the Company the shares (including
						preferred shares) of the Company that
						they hold and the changes in their
						shareholdings and shall not transfer more
						than 25% of the total number of shares of
						the Company of the same class held by
						them per annum during their terms of
						office; the shares they hold in the
						Company shall not be transferred within
						one year from the date that the shares of
						the Company are listed. The aforesaid
						persons shall not transfer their shares in
						the Company within half a year after they
						terminate service with the Company.

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Original	Articles	Articles	Amended Articles
Newly Added			Article 37 If the Company’s shareholders
			holding 5% or above shares, directors,
			supervisors, senior management sell
			shares or other securities with an equity
			nature within six months after buying the
			same or buy shares or securities within six
			months after selling the same, the earnings
			arising there from shall belong to the
			Company and the Board of Directors of the
			Company shall recover such earnings.
			However, the restriction shall not be
			applicable to any sale of shares by a
			securities company holding 5% or above
			shares as a result of its purchase and
			underwriting of the untaken shares after
			offering and other circumstances
			stipulated by the China Securities
			Regulatory Commission.
			The shares or other securities with an
			equity nature held by directors,
			supervisors, senior management and
			natural person shareholders referred to in
			the preceding paragraph include the
			shares or other securities with an equity
			nature held by their spouses, parents,
			children, and any of the above which is
			held by using others’ accounts.
			If the Board of Directors of the Company
			does not comply with the provision of the
			first paragraph of this Article, the
			shareholders can request the Board of
			Directors to do so within 30 days. If the
			Board of Directors of the Company does
			not enforce such right within the aforesaid
			period, the shareholders are entitled to
			commence litigations in the people’s court
			in their own names for the interests of the
			Company.
			If the Board of Directors of the Company
			does not enforce the provision of the first
			paragraph of this Article, the responsible
			directors shall assume joint and severally
			liable in accordance with the laws.

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Original Articles Amended Articles Chapter 6 Financial Assistance for Deleted Purchase of the Company’s Shares Article 37 The Company and its Deleted subsidiaries shall not by any means at any time provide any kind of financial assistance to a person who acquires or proposes to acquire shares of the Company. The said acquirer of shares of the Company includes a person who directly or indirectly assumes any obligations due to the acquisition of shares of the Company. The Company or its subsidiaries shall not provide financial assistance in any form at any time to the aforesaid obligor in order to mitigate or discharge the obligations of such obligor. This provision does not apply to the circumstances stated in Article 39 in these Articles of Association. The term “subsidiary“ as used in these Articles of Association refers to a company directly or indirectly controlled by the Company.

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Original Articles Amended Articles Article 38 The financial assistance Deleted referred to in this Chapter includes but not limited to the following means: (I) gifts; (II) guarantee (including the assumption of liability by the guarantor or the provision of assets by the guarantor to secure the performance of obligations by the obligor), compensation (other than compensation given for acts where the Company is at fault) or the release or waiver of any rights;

(III) the provision of loans or entering into contracts under which the obligations of the Company are to be fulfilled before those of other parties, and the change in the parties to such loans or contracts and the transfer of rights in such loans or contracts;

(IV) the provision of any other form of financial assistance in circumstances where the Company is insolvent, has no net assets or the net assets of the Company will be reduced significantly as a result.

The assumption of obligations mentioned in these Articles of Association shall include the obligations undertaken by an obligor due to the signing of contract or making of an arrangement (regardless of whether such contract or arrangement may be enforceable, and regardless of whether such obligations are assumed by the obligor individually or jointly with any other persons) or due to a change in his financial position by any other means.

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Original Articles Amended Articles Article 39 The following activities shall Deleted not be deemed to be activities as prohibited under Article 37 in these Articles of Association: (I) the financial assistance by the Company is given in good faith and in the interest of the Company, and the principal purpose of the financial assistance is not for the acquisition of shares of the Company, or the financial assistance is an incidental part of a master plan of the Company;

(II) the lawful distribution of the Company’s assets by way of dividend;

(III) the allotment of bonus shares as dividends; (IV) the reduction of registered capital, repurchase of shares, adjustment of shareholding structure or other acts in accordance with these Articles of Association;

(V) the provision of a loan by the Company within its scope of business and in the ordinary course of its business (provided that the net assets of the Company are not thereby reduced or that, to the extent that the assets are reduced, the financial assistance is paid out of the distributable profits of the Company);

(VI) the provision of funds by the Company for employee stock ownership plans (but should not lead to a reduction in the net assets of the Company, or even though a reduction is resulted, such financial assistance is financed by the distributable profit of the Company).

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Chapter 7 Share Certificates and ~~Chapter 7~~ Chapter 5 Share Certificates Register of Members and ~~Register of Members~~ Shareholders’ General Meetings Newly Added Section 1 Shareholders Article 40 Share certificates of the Article 38 The Company shall maintain a Company shall be in registered form. register of shareholders with the evidences provided by the securities registration The share certificate of the Company institution, and the register of shall contain the following principal shareholders shall be sufficient evidence particulars: of the shareholders’ shareholdings in the Company. A shareholder shall enjoy rights (I) name of the Company; and assume obligations according to the class of shares held by him; shareholders (II) the date of incorporation of the who hold shares of the same class shall Company; enjoy the same rights and assume the same obligations. (III) the type of share certificate, the par value and the number of shares it If at any time the share capital of the represented; Company is divided into different classes of Shares, the Company intends to vary or (IV) the serial number of the share abrogate rights of class shareholders, it certificate; may do so only after such variation or abrogation has been approved by way of a (V) such other matters as may be special resolution of the separate required to be stated therein by the shareholders’ general meeting convened Company Law, the Special Provisions by the affected class shareholders. The and the stock exchange on which the procedures of the meeting of class shares of the Company are listed. shareholders shall follow as much as possible the procedures of a shareholders’ In addition to the particulars specified general meeting and the provisions in under the Company Law, the share these Articles of Association of certificates of the Company shall also Association relating to the procedures of a include other particulars required to be shareholders’ general meeting shall apply stated therein by the stock exchange of to the meeting of class shareholders. ~~Share~~ the place where the shares of the ~~certificates of the Company shall be in~~ Company are listed. ~~registered form.~~

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

At all times during the period when H Shares are listed on the HKEX, the company must ensure that all documents of title of all its securities listed on the HKEX (including H Share certificates) shall contain the following statements:

(I) the share purchasers and the Company and each of the shareholders, and the Company and each of the shareholders, shall agree to observe and comply with the requirements of the Company Law, “the Special Regulations“, the provisions of these Articles of Association and other relevant laws and administrative regulations;

(II) the purchaser of shares agrees with the Company, each of the shareholders, directors, supervisors, general manager and other senior management of the Company, and the Company (acting both for itself and on behalf of each of the directors, supervisors, general manager and other senior management) agrees with each shareholder to refer all differences and claims arising from these Articles of Association or any rights or obligations conferred or imposed by the Company Law or other relevant laws and administrative regulations concerning the affairs of the Company to arbitration in accordance with these Articles of Association, and any referral to an arbitration tribunal shall be deemed to authorise the tribunal to conduct an open hearing and to publish its findings. The findings of the arbitration tribunal shall be final and conclusive;

Amended Articles The share certificate of the Company shall contain the following principal particulars:

(I) name of the Company;

(II) the date of incorporation of the Company;

(III) the type of share certificate, the par value and the number of shares it represented;

(IV) the serial number of the share certificate;

(V) such other matters as may be required to be stated therein by the Company Law ~~, the Special Provisions~~ and the stock exchange on which the shares of the Company are listed.

~~In addition to the particulars specified under the Company Law, the share certificates of the Company shall also include other particulars required to be stated therein by the stock exchange of the place where the shares of the Company are listed.~~

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Original Articles

(III) the purchaser of shares agrees with the Company and each shareholder of the Company that shares in the Company are freely transferable by the holder of such shares;

(IV) the share purchasers authorise the Company to enter into contracts with each of the directors, general managers and other senior management on his/her behalf. Such directors, general managers and other senior management shall undertake to observe and fulfill their responsibilities to the shareholders under the Articles of Association.

The Company shall instruct and cause its share registrar to refuse to register a subscription for, purchase of or transfer of its shares in the name of any individual holder unless and until such individual holder shall have lodged with the said share registrar a duly signed form in respect of such shares and such form shall include the statement referred to above.

Amended Articles ~~At all times during the period when H Shares are listed on the HKEX, the company must ensure that all documents of title of all its securities listed on the HKEX (including H Share certificates) shall contain the following statements: (I) the share purchasers and the Company and each of the shareholders, and the Company and each of the shareholders, shall agree to observe and comply with the requirements of the Company Law, “the Special Regulations“, the provisions of these Articles of Association and other relevant laws and administrative regulations; (II) the purchaser of shares agrees with the Company, each of the shareholders, directors, supervisors, general manager and other senior management of the Company, and the Company (acting both for itself and on behalf of each of the directors, supervisors, general manager and other senior management) agrees with each shareholder to refer all differences and claims arising from these Articles of Association or any rights or obligations conferred or imposed by the Company Law or other relevant laws and administrative regulations concerning the affairs of the Company to arbitration in accordance with these Articles of Association, and any referral to an arbitration tribunal shall be deemed to authorise the tribunal to conduct an open hearing and to publish its findings. The findings of the arbitration tribunal shall be final and conclusive;~~

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original	Articles	Amended Articles
			~~(III) the purchaser of shares agrees with~~
			~~the Company and each shareholder of the~~
			~~Company that shares in the Company are~~
			~~freely transferable by the holder ~~	~~of such~~
			~~shares;~~
			~~(IV) the share purchasers authorise the~~
			~~Company to enter into contracts with each~~
			~~of the directors, general managers and~~
			~~other senior management on his/her~~
			~~behalf. Such directors, general managers~~
			~~and~~ ~~other~~ ~~senior~~ ~~management~~ ~~shall~~
			~~undertake to observe and fulfill their~~
			~~responsibilities to the shareholders under~~
			~~the Articles of Association.~~
			~~The Company shall instruct and cause its~~
			~~share registrar to refuse to register a~~
			~~subscription for, purchase of or transfer of~~
			~~its shares in the name of any individual~~
			~~holder unless and until such individual~~
			~~holder shall have lodged with the said~~
			~~share registrar a duly signed form in~~
			~~respect of such shares and such form shall~~
			~~include the statement referred to above.~~

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Article 42 The share certificates shall be Deleted signed by the Chairman of the Board of Directors. Where the stock exchange on which the shares of the Company are listed requires the share certificates to be signed by other senior management officers of the Company, the share certificates shall also be signed by such other relevant senior management officers. The share certificates shall take effect after being affixed with the seal of the Company or the seal of the Company in printed form. The share certificates shall only be affixed with the Company’s seal under the authorisation of the Board. The signatures of the Chairman of the Company or other relevant senior management on the share certificates may also be in printed form.

In case of paperless issuance and trading of the shares of the Company, the regulations of the securities regulatory authorities and stock exchanges in the place where the shares of the Company are listed shall apply.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Article 43 The Company shall keep a Deleted register of shareholders which shall contain the following particulars: (I) the name, address (domicile), occupation or nature of each shareholder; (II) the category and number of shares held by each shareholder; (III) the amount paid-up or payable in respect of shares held by each shareholder; (IV) the serial numbers of the shares held by each shareholder; (V) the date on which a person registers as a shareholder; (VI) the date on which a person ceases to be a shareholder. The register of members shall be the sufficient evidence of the holding of the Company’s shares by a shareholder, unless there is evidence to the contrary.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

Article 44 Subject to these Articles of Association and other applicable regulations, upon the transfer of shares of the Company, the name(s) of the transferee(s) shall be entered in the register of members as the holder(s) of such shares. The issue or transfer of the Company’s overseas listed foreign invested shares will be registered in the register of holders of overseas listed foreign invested shares stored where the shares are listed, as provided under these Articles of Association.

Where two or more persons are registered as joint shareholders of any shares, they shall be deemed as joint holders of the relevant shares, and shall be restricted by the following terms:

(I) All joint shareholders of any shares shall bear joint and several liabilities for all payable amounts in respect of the relevant shares;

(II) In case of death of one of the joint shareholders, only the other surviving joint shareholder(s) shall be deemed as the owner(s) of the shares. However, for the purpose of revising the register of shareholders, the Board of Directors is entitled to demand the surviving shareholders to present a death certificate of the deceased as the Board of Directors thinks fit; and

Amended Articles

Article 40 Subject to these Articles of Association and other applicable regulations, upon the transfer of shares of the Company, the name(s) of the transferee(s) shall be entered in the register of members as the holder(s) of such shares.

~~The issue A~~ ll actions or transfers of the Company’s ~~overseas listed foreign invested~~ shares will be registered in the register of ~~holders of overseas listed foreign invested shares~~ members stored where the shares are listed, as provided under these Articles of Association. Where two or more persons are registered as joint shareholders of any shares, they shall be deemed as joint holders of the relevant shares, and shall be restricted by the following terms:

(I) All joint shareholders of any shares shall bear joint and several liabilities for all payable amounts in respect of the relevant shares;

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

(III) For joint shareholders of any shares, only the person whose name stands first in the register of shareholders shall be entitled to receive share certificates of the relevant shares, receive notices from the Company and attend the general meeting of the Company or exercise his voting rights in respect of the relevant shares, and the service of notice to the aforesaid person shall be deemed as service of notice to all joint shareholders. Any one of the joint shareholders may sign a form of proxy, but when more than one joint shareholders attend the meeting in person or by proxies, the vote cast by the senior joint shareholder, whether in person or by proxy, shall be accepted as the only vote cast on behalf of the remaining shareholders. For this purpose, the seniority of shareholders is determined according to the order of appearance of the names of the joint shareholders in respect of the relevant shares in the register of shareholders.

If any one of the joint shareholders issues a receipt to the Company in respect of any payment of dividends, bonus or return on capital to such joint shareholders, such receipt shall be deemed as a valid receipt issued by such joint shareholders to the Company.

Amended Articles

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Article 45 The Company may, pursuant Deleted to an understanding or agreement reached between the securities regulatory authorities under the State Council and a securities regulatory organisation outside the PRC, keep its original register of holders of overseas listed foreign invested shares outside the PRC, and entrust the administration thereof to an agent outside the PRC. The original copy of the register of members of overseas listed foreign invested shares listed in Hong Kong shall be maintained in Hong Kong.

The Company shall maintain a duplicate of the register of members of overseas listed foreign invested shares at the Company’s domicile; the appointed overseas agent(s) shall always ensure the consistency between the original copy and the duplicate of the register of members of overseas listed foreign invested shares.

Where the original and duplicate of the register of holders of overseas listed foreign invested shares are inconsistent, the original shall prevail.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Article 46 The Company shall maintain a Deleted complete register of members. The register of members shall include the following parts: (I) the register of members maintained at the Company’s domicile, other than those as described in items (II) and (III) of this Article; (II) the register of members of overseas listed foreign invested shares of the Company maintained at the place where the overseas stock exchange on which the shares are listed is located; (III) the register of members maintained in such other place as the Board of Directors may consider necessary for the purpose of listing of the Company’s shares. Article 47 Different parts of the register Deleted of shareholders shall not overlap one another. No transfer of the shares registered in any part of the register shall, during the existence of that registration, be registered in any other part of the register of members. Alteration or rectification of each part of the register of shareholders shall be made in accordance with the laws of the place where that part of the register of members is maintained.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

Article 48 All fully paid-up overseas listed foreign invested shares listed in Hong Kong can be freely transferable in accordance with these Articles of Association, provided, however, unless such transfer complies with the following requirements, the Board of Directors may refuse to recognise any instrument of transfer and will not need to provide any reason therefor:

(I) To pay to the Company such fee as shall for the time being be agreed by the HKEX for the registration of instruments of transfer of shares and other documents relating to or affecting the title to shares;

(II) the instrument of transfer involves only the overseas listed foreign invested shares listed in Hong Kong;

(III) the stamp duty payable for the transfer documents has been paid;

(IV) the relevant share certificate, and upon the reasonable request of the Board of Directors, any evidence in relation to the right of the transferor to transfer the shares has been submitted.

Transfer documents and other documents relating to or affecting the ownership of any registered H Shares shall be registered with the offshore agent appointed by the Company.

Amended Articles

Article 41 All fully paid-up ~~overseas listed foreign invested~~ shares listed in Hong Kong can be freely transferable in accordance with these Articles of Association, provided, however, unless such transfer complies with the following requirements, the Board of Directors may refuse to recognise any instrument of transfer and will not need to provide any reason therefor:

(II) the instrument of transfer involves only the ~~overseas listed foreign invested~~ shares listed in Hong Kong;

(III) the stamp duty payable for the transfer documents has been paid;

(IV) the relevant share certificate, and upon the reasonable request of the Board of Directors, any evidence in relation to the right of the transferor to transfer the shares has been submitted.

Transfer documents and other documents relating to or affecting the ownership of any registered H Shares shall be registered with the offshore agent appointed by the Company.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

All overseas listed foreign invested shares listed in Hong Kong of the Company shall be transferred by an instrument in writing in any usual or common form or any other form which the Board of Directors may approve (including the prescribed form or transfer form of HKEX from time to time); such instruments of transfer shall be signed by hand, or where the transferor or transferee is a recognised clearing house as defined by the laws of Hong Kong (hereinafter referred to as the “recognised clearing house”) or its proxy, the instruments of transfer may be signed by hand or in a machine-imprinted format. All instruments of transfer shall be placed at the legal address of the Company or other place that the Board may designate from time to time.

Article 49 The shares of the Company held by promoters shall not be transferred within one year from the date of incorporation of the Company. Shares in issue prior to the public offering of the Company shall not be transferred within one year from the date of listing of the shares on any stock exchange.

Amended Articles

All ~~overseas listed foreign invested~~ shares listed in Hong Kong of the Company shall be transferred by an instrument in writing in any usual or common form or any other form which the Board of Directors may approve (including the prescribed form or transfer form of HKEX from time to time); such instruments of transfer shall be signed by hand, or where the transferor or transferee is a recognised clearing house as defined by the laws of Hong Kong (hereinafter referred to as the “recognised clearing house”) or its proxy, the instruments of transfer may be signed by hand or in a machine-imprinted format. All instruments of transfer shall be placed at the legal address of the Company or other place that the Board may designate from time to time.

Deleted

Directors, supervisors and senior management of the Company shall report to the Company their shareholdings in the Company and changes in their shareholdings. The shares transferred by them every year during their term of office shall not exceeded 25% of the total shares being held and the shares they hold in the Company shall not be transferred within one year from the date when the shares of the Company are listed and traded. The shares of the Company held by the aforementioned officers shall not be transferred within six months after termination of his position.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

Article 50 The registration of transfers may suspend and the register of shareholders (including register of holders of overseas listed foreign invested shares) may close, on giving notice by advertisement in the newspapers circulating in the PRC and Hong Kong or by any electronic means in such manner in accordance with the Listing Rules, at such times and for such periods as the directors may from time to time determine and either generally or in respect of any class of shares, provided that the register shall not be closed for period(s) exceeding in the whole thirty (30) days in any year or otherwise in the manner as permitted under section 632 of the Companies Ordinance of Hong Kong.

Where laws, administrative regulations, departmental rules, normative documents and requirements of relevant stock exchange or regulatory authorities where the shares of the Company are listed, stipulate on the period of closure of the register of shareholders prior to a shareholders’ general meeting or the reference date set by the Company for the purpose of distribution of dividends, such provisions shall prevail.

Amended Articles Article 42 The registration of transfers may suspend and the register of shareholders (including register of holders of ~~overseas listed foreign invested~~ H shares) may close, on giving notice by advertisement in the newspapers circulating in the PRC and Hong Kong or by any electronic means in such manner in accordance with the Listing Rules, at such times and for such periods as the directors may from time to time determine and either generally or in respect of any class of shares, provided that the register shall not be closed for period(s) exceeding in the whole thirty (30) days in any year or extending by ordinary resolution for a maximum of thirty (30) days or otherwise in the manner as permitted under section 632 of the Companies Ordinance of Hong Kong.

The H shares in this Articles of Association refer to overseas listed foreign invested shares with a par value of RMB1.00 per share in the Company’s share capital, which are listed on the Stock Exchange and subscribed for and traded in Hong Kong dollars.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Article 51 When the Company convenes Deleted a general meeting, distributes dividends, commences liquidation or participates in other activities requiring the identification of shareholders, the Board or general meeting shall determine a day to ascertain the rights of shareholders (the “record date”). At the close of trading on the record date, those whose names appear on the register shall be shareholders of the Company. Article 52 Any person that dissents from Deleted the register of shareholders and requires his name to be entered into or removed from the register may apply to a competent court for correction of the register of shareholders.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

Article 53 Any shareholder who is registered on, or any person who requests to have his or her name registered on, the register of members may, if his or her share certificates (the “original share certificate”) are lost, apply to the Company for a replacement share certificate in respect of such shares (the “relevant shares”). Where a domestic shareholder has lost his share certificate, an application for the issue of a replacement domestic share certificate shall be dealt with in accordance with Article 143 of the Company Law.

Amended Articles Deleted

If a holder of overseas listed foreign invested shares loses his or her share certificates and applies for their replacements, it may be dealt with in accordance with the laws, the rules of the stock exchange or other relevant regulations of the place where the register of members of overseas listed foreign invested shares is maintained. Where a holder of H Shares has lost his or her share certificate, an application for the issue of a replacement certificate shall comply with the following requirements:

(I) The applicant shall submit an application to the Company in prescribed form accompanied by a notarisation document or statutory declaration, containing the grounds upon which the application is made and the circumstances and evidence of the loss of the share certificates as well as the declaration that no other person shall be entitled to request to be registered as the shareholder in respect of the relevant shares.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

Amended Articles

(II) No declaration has been received by the Company from a person other than the applicant for having his or her name registered as a holder of the relevant shares before the Company decides to issue the replacement share certificate.

(III) The Company shall, if it decides to issue a replacement new share certificate to the applicant, make an announcement of its intention to issue the replacement new share certificate in such newspapers designated by the Board. The announcement shall be made at least once every 30 days for a period of 90 days.

(IV) Prior to the publication of the aforesaid announcement for preparing to issue the replacement certificate, the Company shall:

submit a copy of the proposed announcement to HKEX, and shall publish the announcement after obtaining the confirmation of HKEX that the announcement has been displayed at HKEX. The announcement shall be displayed at HKEX for 90 days.
in case an application to issue a replacement share certificate has been made without the consent of the registered holder of the relevant shares, the Company shall send by post to such registered shareholder a copy of the announcement to be published.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles (V) If, upon expiration of the 90-day period referred to in items (III) and (IV) of this Article, the Company has not received from any person any objection to such application, the Company may issue a replacement share certificate to the applicant according to his or her application.

(VI) When a replacement share certificate is issued pursuant to this Article, the Company shall immediately cancel the original share certificate, and record this event of cancellation and replacement in the register of shareholders.

(VII) All expenses relating to the cancellation of an original share certificate and the issuance of a replacement share certificate by the Company shall be borne by the applicant. The Company shall have the right to refuse to take any action until the applicant has provided reasonable guarantee for the expenses involved. Article 54 Where the Company issues a Deleted replacement share certificate pursuant to the Articles of Association, the name of a bona fide purchaser who obtains the aforementioned new share certificate or a shareholder who thereafter registers as the owner of such shares (in the case that he or she is a bona fide purchaser) shall not be removed from the register of members. Article 55 The shall not be Deleted

Article 55 The Company shall not be liable for any damages suffered by any person from the cancellation of the original share certificate or the issue of the replacement share certificate, unless the claimant can prove fraudulent act on the part of the Company.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original Articles	Amended Articles
	Chapter 8 Rights and Obligations of	Deleted
	Shareholders
	Article 56A shareholder of the Company	Article 43 When the Company convenes a
	is a person who lawfully holds the shares	shareholders’ general meeting, distributes
	of the Company and whose name is	dividends, commences liquidation and
	registered in the register of members.	participates in other activities requiring
		the identification of shareholders, the
	A shareholder shall enjoy the relevant	Board or the convener of general meeting
	rights and assume the relevant	shall determine the Record Date. The
	obligations in accordance with the class	shareholders included in the register of
	and number of shares he or she holds.	shareholders at the close of business on
	Shareholders holding the same class of	Record Date shall be the entitled
	shares shall be entitled to the same rights	shareholders.
	and assume the same obligations.
		~~A shareholder of the Company is a person~~
	...	~~who lawfully holds the shares of the~~
		~~Company and whose name is registered in~~
		~~the register of members.~~
		~~A shareholder shall enjoy the relevant~~
		~~rights and assume the relevant obligations~~
		~~in accordance with the class and number of~~
		~~shares he or she holds. Shareholders~~
		~~holding the same class of shares shall be~~
		~~entitled to the same rights and assume the~~
		~~same obligations.~~
		...

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Article 57 The ordinary shareholders of the Company shall be entitled to the following rights: (I) the right to receive dividends and benefit distributions in other forms in proportion to the number of shares held;

Amended Articles Article 44 The ~~ordinary~~ shareholders of the Company shall be entitled to the following rights: (I) the right to receive dividends and benefit distributions in other forms in proportion to the number of shares held;

(II) to attend, speak and vote in person or appoint a proxy to attend, speak and vote on his behalf at general meetings, except where a shareholder is required by listing rules or other applicable laws, regulations and administrative regulations to abstain from voting on any matters under consideration at the general meetings;

(II) to request, convene, preside over, attend, speak and vote in person or appoint a proxy to attend, speak and vote on his behalf at general meetings in accordance with the law, except where a shareholder is required by listing rules or other applicable laws, regulations and administrative regulations to abstain from voting on any matters under consideration at the general meetings;

(III) to monitor, make suggestions or ask questions in relation to the business (III) to monitor, make suggestions or ask operation activities of the Company; questions in relation to the business operation activities of the Company; (IV) To transfer, donate or pledge shares in his/her possession in accordance with (IV) to transfer, donate or pledge shares in the laws, regulations and provisions of his/her possession in accordance with the the Articles of Association; laws, regulations and provisions of the Articles of Association; (V) the right to obtain relevant information in accordance with the (V) to access the Articles of Association, provisions of the Articles of Association, the register of members, stubs of the including: Company’s corporate bonds, minutes of the general meeting, resolutions of the 1. to obtain a copy of the Articles of Board of Directors, resolutions of the Association, subject to payment of Board of Supervisors and financial and relevant costs; accounting reports; ~~the right to obtain relevant information in accordance with the provisions of the Articles of Association, including: 1. to obtain a copy of the Articles of Association, subject to payment of relevant costs;~~

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
2. being entitled to access and, after payment of a reasonable charge, make a copy of: (1) all parts of the register of members; (2) personal information of the directors, supervisors and senior management of the Company, including: (a) present and former name and alias; (b) principal address (domicile); (c) nationality; (d) full-time and all other part-time occupations and duties; (e) identification document and its number. (3) the status of the Company’s share capital; (4) reports showing the aggregate par value, quantity, maximum and minimum price paid in respect of each class of shares repurchased by the Company since the end of the last accounting year and the aggregate amount incurred by the Company for this purpose; (5) minutes of shareholders’ meetings and special resolutions thereof, resolutions of the Board of Directors and resolutions of the Board of Supervisors; (6) stubs of the Company’s corporate bonds; (7) the audited financial statements and the reports of the Board of Directors, auditors and the Board of Supervisors for the latest period;	~~2. being entitled to access and, after~~ ~~payment of a reasonable charge, make a~~ ~~copy of:~~ ~~(1) all parts of the register of members;~~ ~~(2) personal information of the directors,~~ ~~supervisors and senior management of the~~ ~~Company, including:~~ ~~(a) present and former name and alias;~~ ~~(b) principal address (domicile);~~ ~~(c) nationality;~~ ~~(d) full-time and all other part-time~~ ~~occupations and duties;~~ ~~(e)~~ ~~identification~~ ~~document~~ ~~and~~ ~~its~~ ~~number.~~ ~~(3) the status of the Company’s share~~ ~~capital;~~ ~~(4) reports showing the aggregate par~~ ~~value, quantity, maximum and minimum~~ ~~price paid in respect of each class of shares~~ ~~repurchased by the Company since the end~~ ~~of the last accounting year and the~~ ~~aggregate~~ ~~amount~~ ~~incurred~~ ~~by~~ ~~the~~ ~~Company for this purpose;~~ ~~(5) minutes of shareholders’ meetings and~~ ~~special resolutions thereof, resolutions of~~ ~~the Board of Directors and resolutions of~~ ~~the Board of Supervisors;~~ ~~(6) stubs of the Company’s corporate~~ ~~bonds;~~ ~~(7) the audited financial statements and~~ ~~the reports of the Board of Directors,~~ ~~auditors and the Board of Supervisors for~~ ~~the latest period;~~

Original Articles

Amended Articles

2. being entitled to access and, after
payment of a reasonable charge, make a
copy of:
(1) all parts of the register of members;
(2) personal information of the directors,
supervisors and senior management of
the Company, including:
(a) present and former name and alias;
(b) principal address (domicile);
(c) nationality;
(d) full-time and all other part-time
occupations and duties;
(e) identification document and its
number.
(3) the status of the Company’s share
capital;
(4) reports showing the aggregate par
value, quantity, maximum and minimum
price paid in respect of each class of
shares repurchased by the Company
since the end of the last accounting year
and the aggregate amount incurred by
the Company for this purpose;
(5) minutes of shareholders’ meetings
and
special
resolutions
thereof,
resolutions of the Board of Directors and
resolutions of the Board of Supervisors;
(6) stubs of the Company’s corporate
bonds;
(7) the audited financial statements and
the reports of the Board of Directors,
auditors and the Board of Supervisors for
the latest period;

~~2. being entitled to access and, after~~
~~payment of a reasonable charge, make a~~
~~copy of:~~
~~(1) all parts of the register of members;~~
~~(2) personal information of the directors,~~
~~supervisors and senior management of the~~
~~Company, including:~~
~~(a) present and former name and alias;~~
~~(b) principal address (domicile);~~
~~(c) nationality;~~
~~(d) full-time and all other part-time~~
~~occupations and duties;~~
~~(e)~~
~~identification~~
~~document~~
~~and~~
~~its~~
~~number.~~
~~(3) the status of the Company’s share~~
~~capital;~~
~~(4) reports showing the aggregate par~~
~~value, quantity, maximum and minimum~~
~~price paid in respect of each class of shares~~
~~repurchased by the Company since the end~~
~~of the last accounting year and the~~
~~aggregate~~
~~amount~~
~~incurred~~
~~by~~
~~the~~
~~Company for this purpose;~~
~~(5) minutes of shareholders’ meetings and~~
~~special resolutions thereof, resolutions of~~
~~the Board of Directors and resolutions of~~
~~the Board of Supervisors;~~
~~(6) stubs of the Company’s corporate~~
~~bonds;~~
~~(7) the audited financial statements and~~
~~the reports of the Board of Directors,~~
~~auditors and the Board of Supervisors for~~
~~the latest period;~~

– 79 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

(8) the latest annual return for the latest period which has been filed with the administration for industry and commerce or other competent authorities in the PRC.

(VI) the right to, in the event of the termination or liquidation of the Company, participate in the distribution of remaining assets of the Company in accordance with the number of shares held;

(VII) shareholders who dissent from the resolution passed by the general meeting on the merger or division of the Company and request the Company to purchase their shares;

(VIII) shareholders who, individually or jointly, own more than 3% of the shares of the Company are entitled to make ad hoc proposals for submission to the Board of Directors 10 days before the date of convening the general meeting;

Amended Articles ~~(8) the latest annual return for the latest period which has been filed with the administration for industry and commerce or other competent authorities in the PRC.~~ (VI) the right to, in the event of the termination or liquidation of the Company, participate in the distribution of remaining assets of the Company in accordance with the number of shares held;

(VII) shareholders who dissent from the resolution passed by the general meeting on the merger or division of the Company and request the Company to purchase their shares;

jointly, own more than 3% of the shares of the Company are entitled to make ad hoc proposals for submission to the Board of Directors 10 days before the date of convening the general meeting;	the Company are entitled to make ad hoc proposals for submission to the Board of Directors 10 days before the date of convening the general meeting;
(IX) other rights conferred by laws, administrative regulations and these Articles of Association.	(IX) other rights conferred by laws, administrative regulations and these Articles of Association.
Newly added	Article 45 review the

Newly added	Article 46 If a resolution of the shareholders’ general meeting or the Board of the Company violates any law or administrative regulation, the shareholder shall have the right to petition the people’s court to invalidate the resolution.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original	Amended Articles
		If the convening procedure or voting
		method of the shareholders’ general
		meetings or Board meetings violates any
		law, administrative regulation or the
		Articles of Association, or the contents of a
		resolution breaches the Articles of
		Association, the shareholder shall have the
		right to petition the people’s court to
		revoke such resolution within 60 days
		from the date on which the resolution is
		approved.
Newly	added	Article 47 Where the Company incurs
		losses as a result of violation by directors
		and members of the senior management of
		laws, administrative regulations or these
		Articles of Association in the course of
		performing their duties with the
		Company, the shareholders individually
		or in the aggregate holding 1% or more of
		the shares of the Company for more than
		180 consecutive days shall be entitled to
		request in writing the Board of
		Supervisors to initiate proceedings to the
		people’s court; where the Company incurs
		losses as a result of violation by the Board
		of Supervisors of any provisions of laws,
		administrative regulations or these
		Articles of Association in the course of
		performing their duties with the
		Company, such shareholders may make a
		request in writing to the Board of Directors
		to initiate proceedings to the people’s
		court.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original Articles	Original Articles

		paragraphs.

	Newly added	Article 48 proceedings
		event that

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Article 58 The ordinary shareholders of the Company shall undertake the following obligations:

(I) comply with these Articles of Association; (II) pay for the shares based on the shares subscribed and the method of subscription;

(III) not to abuse the rights as a shareholder to the detriment of the Company or that of other shareholders; not to abuse the Company’s legal personality and limited liability of shareholders to the detriment of the Company’s creditors; where a shareholder of the Company abuses his rights as a shareholder and causes losses to the Company or other shareholders, such shareholder shall be liable for damages in accordance with the law. Where a shareholder of the Company abuses its corporate legal person status and limited liability of being a shareholder to evade indebtedness and causes serious harm to the interests of the creditors of the Company, such shareholder shall be subject to joint and several liabilities for the indebtedness of the Company; (IV) not to seek improper benefits, not to interfere with the decision-making and management rights enjoyed by the Board of Directors and senior management in accordance with these Articles of Association, and not to interfere with the operation and management of the Company directly and beyond the Board of Directors and senior management;

Amended Articles Article 49 The ~~ordinary~~ shareholders of the Company shall undertake the following obligations: (I) comply with laws, administrative regulations and these Articles of Association;

(II) pay for the shares based on the shares subscribed and the method of subscription;

(III) not to withdraw shares unless in the circumstances stipulated by laws and regulations;

(IV) not to abuse the rights as a shareholder to the detriment of the Company or that of other shareholders; not to abuse the Company’s legal personality and limited liability of shareholders to the detriment of the Company’s creditors; ~~where a shareholder of the Company abuses his rights as a shareholder and causes losses to the Company or other shareholders, such shareholder shall be liable for damages in accordance with the law. Where a shareholder of the Company abuses its corporate legal person status and limited liability of being a shareholder to evade indebtedness and causes serious harm to the interests of the creditors of the~~

~~Company, such shareholder shall be subject to joint and several liabilities for the indebtedness of the Company;~~

– 83 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Original Articles	Amended Articles
(V) other obligations as is stipulated by laws, administrative regulations and		(~~IV~~V) not to seek improper benefits, not to interfere with the decision-making and
these Articles of Association.		management rights enjoyed by the Board
		of Directors and senior management in
Shareholders shall not be liable to make		accordance with these Articles of
any further contribution	to the share	Association, and not to interfere with the
capital other than on the conditions		operation and management of the
agreed to as a subscriber of shares at the		Company directly and beyond the Board
time of subscription.		of Directors and senior management;
		(~~VV~~I) other obligations as is stipulated by laws, administrative regulations and these
		Articles of Association.
		~~Shareholders shall not be liable to make~~
		~~any further contribution to the share~~
		~~capital other than on the conditions agreed~~
		~~to as a subscriber of shares at the time of~~
		~~subscription.~~
		Where a shareholder of the Company
		abuses his or her rights as a shareholder
		and causes losses to the Company or other
		shareholders, such shareholder shall be
		liable for damages in accordance with the
		law. Where a shareholder of the Company
		abuses its corporate legal person status
		and limited liability of being a shareholder
		to evade indebtedness and causes serious
		harm to the interests of the creditors of the
		Company, such shareholder shall be
		subject to joint and several liabilities for
		the indebtedness of the Company.
Newly added		Article 50 Where a shareholder holding
		more than 5% of voting shares of the
		Company pledges any of his or her shares,
		he or she shall report the same to the
		Company in writing on the day on which
		he or she pledges his or her shares.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original	Amended Articles
Newly	added	Article 51 The controlling shareholder(s)
		and de facto controller(s) of the Company
		shall not use the connected relations	to the
		detriment of the interests of the Company;
		otherwise, they shall be liable for
		compensation for any loss incurred to the
		Company.
		The controlling shareholder(s) and de
		facto controller(s) of the Company	shall
		perform fiduciary duty to the Company
		and general public shareholders thereof.
		The controlling shareholder(s)	shall
		exercise capital contributors’ rights in
		strict accordance with laws, shall not
		damage the legitimate rights and interests
		of the Company and general public
		shareholders by such means as profit
		distribution, asset reorganization, external
		investment, fund appropriation, loan and
		guarantee and shall not abuse	their
		controlling status to damage the interests
		of the Company and general public
		shareholders.

– 85 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Article 59 In addition to obligations Deleted imposed by laws, administrative regulations or listing rules of the stock exchange on which shares of the Company are listed, a controlling shareholder shall not exercise his or her voting rights in respect of the following matters in a manner prejudicial to the interests of all or some of the shareholders of the Company:

(I) to relieve a director or supervisor of his or her duty to act honestly in the best interests of the Company;

(II) to approve the directors or supervisors (for their own account or for the account of other parties) to deprive the Company of its assets in any manner, including, but not limited to, any opportunity favourable to the Company;

(III) to approve the directors or supervisors (for their own account or for the account of other parties) to deprive another shareholder of his individual interest, including but not limited to any allocation right and voting right, but excluding any corporate restructuring proposal made at the shareholders’ general meeting in accordance with these Articles of Association.

– 86 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Article 60 The term “controlling Deleted shareholder“ referred to in the preceding paragraph means a person who satisfies any one of the following conditions:

(I) any person acting on his own or in concert with other parties has the power to elect not less than half of the directors;

(II) any person acting on his own or in concert with other parties who has the power to exercise or control the exercise of 30% or more of the voting rights of the Company;

(III) any person acting on his own or in concert with other parties who holds 30% or more of the outstanding shares of the Company;

(IV) any person acting on his own or in concert with other parties who has actual control over the Company in any other manner.

The term “acting in concert“ referred to in this Article represents an act that any of two or more persons obtain the voting rights of the Company by way of their agreement thereon (whether in oral or in written form), so as to control or consolidate their control over the Company.

– 87 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Chapter 9 Shareholders’ General ~~Chapter 9~~ Section 2 General Provisions Meetings for Shareholders’ General Meetings Article 61 The shareholders’ general Article 52 The shareholders’ general meeting is the power of authority of the meeting is the power of authority of the Company and shall exercise its functions Company and shall exercise ~~its~~ the and powers in accordance with the laws. following functions and powers in accordance with the laws: ~~.~~ Article 62 The shareholders’ general meeting shall have the following ~~The shareholders’ general meeting shall~~ functions and powers: ~~have the following functions and powers:~~ (I) to decide the Company’s operational (I) to decide the Company’s operational directions and investment plans; directions and investment plans; (II) to elect and replace directors and to (II) to elect and replace directors who are determine matters relating to the not employee representatives and to remuneration of the directors; determine matters relating to the remuneration of the directors; (III) to elect and replace supervisors who are representatives of shareholders and (III) to elect and replace supervisors who to determine matters relating to the are not employee representatives ~~of~~ remuneration of the supervisors; ~~shareholders~~ and to determine matters relating to the remuneration of the (IV) to consider and approve the reports supervisors; of the Board of Directors; (IV) to consider and approve the reports of (V) to consider and approve the reports the Board of Directors; of the Supervisory Committee; (V) to consider and approve the reports of (VI) to consider and approve the the Supervisory Committee; Company’s annual financial budgets and final accounts; (VI) to consider and approve the Company’s annual financial budgets and (VII) to consider and approve the final accounts; Company’s profit distribution plan and plan for recovery of losses; (VII) to consider and approve the Company’s profit distribution plan and (VIII) to make resolutions on increase or plan for recovery of losses; reduction of the Company’s registered capital; (VIII) to make resolutions on increase or reduction of the Company’s registered capital;

– 88 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
(IX) to make resolutions on matters such as the merger, demerger, dissolution, liquidation and major acquisition and disposal of the Company; (X) to make resolutions on the issue of debentures by the Company; (XI) to resolve on resolutions on the engagement, dismissal or discontinuation of the appointment of accounting firms by the Company; (XII) to amend these Articles of Association; (XIII) to review the proposals raised by the Shareholders representing over 3% of the Company’s shares with voting rights; (XIV) to consider the matters in relation to purchase or disposal of material assets or provision of guarantee by the Company of a value exceeding 30% of the Company’s latest audited total assets with in one year; (XV) other matters which are required to be determined at the shareholders’ general meeting as required by laws, administrative regulations and these Articles of Association; (XVI) authorise or delegate the Board of Directors to transact the matters authorised or delegated by it.	(IX) to make resolutions on~~matters such as~~ the merger, demerger, dissolution, liquidation and ~~major acquisition and~~ ~~disposal~~ change of the form of the Company; (X) to make resolutions on the issue of debentures by the Company; (XI) to resolve ~~on resolutions ~~on the engagement or dismissal ~~or~~ ~~discontinuation of the appointment ~~of accounting firms by the Company; (XII) to amend these Articles of Association; (XIII) to review the proposals raised by the Shareholders representing over 3% of the Company’s shares with voting rights; (XIV) to consider and approve guarantee matters stipulated in Article 53; (X~~IV~~V) to consider the matters in relation to purchase or disposal of material assets ~~or provision of guarantee ~~by the Company of a value exceeding 30% of the Group’s ~~Company’s ~~latest audited total assets with in one year; (XVI) to consider and approve the transactions (including matters relating to venture capital, entrusted loans, external investments, leasing, renting, entrusted operations, agency operations or joint operations with others) that require resolutions by the shareholders’ general meeting and/or independent shareholders (if applicable) as stipulated in the securities regulatory rules of the place where the shares of the Company are listed;

Original Articles

Amended Articles

(IX) to make resolutions on matters such
as the merger, demerger, dissolution,
liquidation and major acquisition and
disposal of the Company;
(X) to make resolutions on the issue of
debentures by the Company;
(XI) to resolve on resolutions on the
engagement,
dismissal
or
discontinuation of the appointment of
accounting firms by the Company;
(XII)
to
amend
these
Articles
of
Association;
(XIII) to review the proposals raised by
the Shareholders representing over 3% of
the Company’s shares with voting rights;
(XIV) to consider the matters in relation
to purchase or disposal of material assets
or
provision
of
guarantee
by
the
Company of a value exceeding 30% of the
Company’s latest audited total assets
with in one year;
(XV) other matters which are required to
be determined at the shareholders’
general meeting as required by laws,
administrative regulations and these
Articles of Association;
(XVI) authorise or delegate the Board of
Directors
to
transact
the
matters
authorised or delegated by it.

(IX) to make resolutions on~~matters such as~~
the
merger,
demerger,
dissolution,
liquidation and ~~major acquisition and~~
~~disposal~~
change
of
the
form
of
the
Company;
(X) to make resolutions on the issue of
debentures by the Company;
(XI) to resolve ~~on resolutions ~~on the
engagement
or
dismissal
~~or~~
~~discontinuation of the appointment ~~of
accounting firms by the Company;
(XII)
to
amend
these
Articles
of
Association;
(XIII) to review the proposals raised by the
Shareholders representing over 3% of the
Company’s shares with voting rights;
(XIV) to consider and approve guarantee
matters stipulated in Article 53;
(X~~IV~~V) to consider the matters in relation
to purchase or disposal of material assets
~~or provision of guarantee ~~by the Company
of a value exceeding 30% of the Group’s
~~Company’s ~~latest audited total assets with
in one year;
(XVI)
to
consider
and
approve
the
transactions (including matters relating to
venture capital, entrusted loans, external
investments, leasing, renting, entrusted
operations, agency operations or joint
operations with others) that require
resolutions by the shareholders’ general
meeting and/or independent shareholders
(if
applicable)
as
stipulated
in
the
securities regulatory rules of the place
where the shares of the Company are
listed;

– 89 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original	Articles	Amended Articles
			(XVII) to consider and approve any change
			in the use of offer proceeds;
			(XVIII) to consider share incentive plan
			and employee share ownership plan;
			(X~~V~~IX) other matters which are required to be determined at the shareholders’ general
			meeting as required by laws,
			administrative regulations and these
			Articles of Association;
			(XX~~VI~~) authorise or delegate the Board of
			Directors to transact the matters
			authorised or delegated by it.
			The functions and powers of the
			shareholders’ general meeting mentioned
			in items (I) to (XIX) above shall not be
			delegated through authorization to the
			Board or any other body or individual.

– 90 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Article 63 The following external Article 53 The following external guarantees of the Company shall be guarantees of the Company shall be considered and approved by a special considered and approved by a special resolution of the shareholders’ general resolution of the shareholders’ general meeting: meeting: (I) any single guarantee amount in excess (I) any single guarantee amount in excess of 10% of the Company’s latest audited of 10% of the Group’s ~~Company’s~~ latest net assets; audited net assets; (II) any guarantee provided after the (II) any guarantee provided after the total total amount of guarantee to third parties amount of guarantee to third parties provided by the Company and its provided by the Company and its controlled subsidiaries has reached or controlled subsidiaries has ~~reached or~~ exceeded 50% of the Company’s latest exceeded 50% of the Group’s ~~Company’s~~ audited net assets; latest audited net assets;

(II) any guarantee provided after the total amount of guarantee to third parties provided by the Company and its controlled subsidiaries has reached or exceeded 50% of the Company’s latest audited net assets;

(III) any guarantee provided after the total amount of guarantee to third parties provided by the Company and its controlled subsidiaries has exceeded 30% of the Company’s latest audited total assets;

(III) any guarantee provided after the total amount of guarantee to third parties provided by the Company and its controlled subsidiaries has exceeded 30% of the Group’s ~~Company’s~~ latest audited total assets;

(IV) any guarantee to be provided to a party which has an asset liability ratio in excess of 70%;

(V) any guarantee exceeding 30% of the (V) any guarantee exceeding 30% of the Company’s latest audited total assets in Group’s ~~Company’s~~ latest audited total accordance with the principle of assets in accordance with the principle of accumulative calculation of guarantee accumulative calculation of guarantee amount for 12 consecutive months; amount for 12 consecutive months; (VI) exceeding 50% of the Company’s (VI) exceeding 50% of the Company’s latest audited net assets in accordance latest audited net assets in accordance with the principle of accumulative with the principle of accumulative calculation of guarantee amount for 12 calculation of guarantee amount for 12 consecutive months; consecutive months;

– 91 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles (VII) any guarantee to be provided in (VII) any guarantee to be provided in favor favor of controlling shareholders, de of ~~controlling~~ shareholders, de facto facto controllers and their controlled controllers and their controlled related related parties or other related parties. parties or other related parties which require approval from the shareholders’ ... general meeting in accordance with the Listing Rules. ... Article 64 Except where the Company is Deleted in a crisis or any extraordinary circumstance, the Company shall not enter into any contract with anyone other than a Director, a Supervisor or any other senior officer to have all or significant part of the Company’s business in the care of such person, unless obtained prior approval at a general meeting.

– 92 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

Article 65 A general meeting shall either be an annual general meeting (an “AGM”) or an extraordinary general meeting. Shareholders’ general meetings shall be called by the Board of Directors. The annual general meeting of shareholders shall be held once every year within six months after the end of the previous accounting year. The Board of Directors shall hold an extraordinary general meeting of shareholders within two months upon the occurrence of one of the following circumstances:

(I) when the number of directors is less than the number stipulated in Company Law or two-thirds of the number specified in the Articles of Association;

(II) when the unrecovered losses of the Company amount to one third of the total amount of its paid-in share capital;

(III) when any shareholder individually or jointly holding 10% or more of the Company’s outstanding voting shares requests in writing for the convening of an extraordinary general meeting;

(IV) when deemed necessary by the Board of Directors or when requested by the Supervisory Committee;

(V) when proposed by two or more of independent non-executive directors;

(VI) other circumstances stipulated in the laws, administrative regulations and these Articles of Association. The number of shares held in (III) above shall be calculated based on the date of the shareholder’s written request. In any of the circumstances referred to in items (III), (IV) and (V) above, the matter for consideration proposed by the party requesting the convening of the extraordinary general meeting shall be included in the agenda of such meeting.

Amended Articles Article 54 A general meeting shall either be an annual general meeting (an “AGM”) or an extraordinary general meeting. Shareholders’ general meetings shall be called by the Board of Directors. The annual general meeting of shareholders shall be held once every year within six months after the end of the previous accounting year. Article 55 The Company ~~Board of Directors~~ shall hold an extraordinary general meeting of shareholders within two months upon the occurrence of one of the following circumstances:

(I) when the number of directors is less than the number stipulated in Company Law or two-thirds of the number specified in the Articles of Association;

(II) when the unrecovered losses of the Company amount to one third of the total amount of its paid-in share capital;

(III) when any shareholder individually or jointly holding 10% or more of the Company’s outstanding voting shares requests in writing for the convening of an extraordinary general meeting;

(IV) when deemed necessary by the Board of Directors or when requested by the Supervisory Committee;

(V) when proposed by two or more ~~of directors~~ independent non-executive directors and agreed by the Board;

(VI) other circumstances stipulated in the laws, administrative regulations and these Articles of Association.

The number of shares held in (III) above shall be calculated based on the date of the shareholder’s written request. In any of the circumstances referred to in items (III), (IV) and (V) above, the matter for consideration proposed by the party requesting the convening of the extraordinary general meeting shall be included in the agenda of such meeting.

– 93 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original	Amended Articles
Newly	added	Article 57 The venue of the shareholders’
		general meeting of the Company shall be
		either the domicile of the Company or
		such other specific venue notified by the
		convener of such general meeting.
		Meeting venue shall be set for the
		shareholders’ general meetings and
		convened by way of on-site meetings. The
		Company will also provide online voting
		for its shareholders to conveniently
		participate in shareholders’ general
		meetings. Shareholders who attend the
		shareholders’ general meeting by the said
		means are deemed to be present at such
		meeting.
Newly	added	Article 58 In convening a shareholders’
		general meeting, the Company may
		engage a lawyer to provide legal opinions
		in accordance with the requirements of the
		regulatory rules of the place where the
		shares of the Company are listed.
Newly	added	Section 3 Assembling of Shareholders’
		General Meetings
Newly	added	Article 59 The independent non-executive
		directors have the right to propose the
		Board of Directors to convene
		extraordinary general meetings. For such
		proposals, the Board of Directors shall
		reply in writing regarding the acceptance
		or refusal to convene an extraordinary
		general meeting within ten (10) days upon
		receiving the proposal in accordance with
		the requirements of the laws,
		administrative regulations and these
		Articles of Association. If the Board of
		Directors agrees to convene the
		extraordinary general meeting, notice
		convening the general meeting shall be
		issued within five (5) days upon receiving
		the Board of Directors’ resolution. If the
		Board of Directors does not agree to
		convene the extraordinary general
		meeting, it shall give the reasons and
		publish an announcement.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original	Amended Articles
Newly	added	Article 60 The Board of Supervisors has
		the right to propose the Board of Directors
		to convene the extraordinary general
		meeting and such proposal shall be made
		by way of written request(s). The Board of
		Directors shall reply in writing regarding
		the acceptance or refusal to convene an
		extraordinary general meeting within ten
		(10) days upon receiving the proposal in
		accordance with the requirements of the
		laws, administrative regulations and these
		Articles of Association.
		If the Board of Directors agrees to convene
		the extraordinary general meeting, notice
		convening the extraordinary general
		meeting shall be issued within five (5)
		days upon receiving the Board of
		Directors’ resolution. Should there be
		alterations to the original proposals in the
		notice, consent has to be obtained from the
		Board of Supervisors.
		If the Board of Directors does not agree to
		convene the extraordinary general
		meeting or does not reply within ten (10)
		days upon receiving the proposals, the
		Board of Directors will be considered as
		unable or refused to fulfill the obligation
		to convene general meetings and the Board
		of Supervisors may convene and preside
		over the meeting on its own.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

Article 67 When shareholders request the convening of an extraordinary general meeting or any class meeting, the following procedures shall be followed:

Shareholders individually or jointly holding 10% or more of the shares carrying voting rights at the meeting sought to be held may sign one or more written requests of identical form of content requesting the Board of Directors to convene an extraordinary general meeting or a class meeting and stating the subject of the meeting. The Board of Directors shall reply in writing regarding the acceptance or refusal to convene an extraordinary general meeting or a class meeting within ten days upon receiving the aforesaid written request in accordance with the requirements of the laws, regulations and these Articles of Association. The aforementioned number of shares held shall be based on the number of shares held at the close of business on the date of the shareholder’s written request (or, if the date of the written request is a non-trading day, the trading day preceding the date of the written request).

If the Board of Directors agrees to convene the extraordinary general meeting or the class meeting, notice convening the extraordinary general meeting or the class meeting shall be issued within 5 days upon receiving the Board of Directors’ resolution. Should there be alterations to the original requests in the notice, consent has to be obtained from the relevant shareholders.

Amended Articles

Article 61 ~~When shareholders request the convening of an extraordinary general meeting or any class meeting, the following procedures shall be followed:~~

Shareholders individually or jointly holding 10% or more of the shares carrying voting rights at the meeting sought to be held may sign one or more written requests of identical form of content requesting the Board of Directors to convene an extraordinary general meeting ~~or a class meeting~~ and stating the subject of the meeting. The Board of Directors shall reply in writing regarding the acceptance or refusal to convene an extraordinary general meeting ~~or a class meeting~~ within ten days upon receiving the aforesaid written request in accordance with the requirements of the laws, regulations and these Articles of Association. The aforementioned number of shares held shall be based on the number of shares held at the close of business on the date of the shareholder’s written request (or, if the date of the written request is a non-trading day, the trading day preceding the date of the written request).

If the Board of Directors agrees to convene the extraordinary general meeting ~~or the class meeting~~ , notice convening the ~~extraordinary~~ general meeting ~~or the class meeting~~ shall be issued within 5 days upon receiving the Board of Directors’ resolution. Should there be alterations to the original requests in the notice, consent has to be obtained from the relevant shareholders.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

If the Board of Directors does not agree to convene the extraordinary general meeting or the class meeting or does not reply within 10 days upon receiving the request, shareholders individually or jointly holding not less than 10% of the Company’s shares have to right to propose the Board of Supervisors to convene an extraordinary general meeting or the class meeting by way of written request(s).

If the Board of Supervisors agrees to convene the extraordinary general meeting or the class meeting, notice convening the extraordinary general meeting or the class meeting shall be issued within 5 days upon receiving the request. Should there be alterations to the original proposals in the notice, consent has to be obtained from the related shareholders.

If the Board of Supervisors does not issue notice of the general meeting or class meeting within the required period, it will be considered as not going to convene and preside over the general meeting or class meeting, and shareholders individually or jointly holding over 10% of the shares of the Company having voting rights at the meeting for 90 consecutive days have the right to convene and preside over the meeting on their own.

Amended Articles

If the Board of Directors does not agree to convene the extraordinary general meeting ~~or the class meeting~~ or does not reply within 10 days upon receiving the request, shareholders individually or jointly holding not less than 10% of the Company’s shares have to right to propose the Board of Supervisors to convene an extraordinary general meeting ~~or the class meeting~~ by way of written request(s).

If the Board of Supervisors agrees to convene the extraordinary general meeting ~~or the class meeting~~ , notice convening the extraordinary general meeting ~~or the class meeting~~ shall be issued within 5 days upon receiving the request. Should there be alterations to the original requests ~~proposals~~ in the notice, consent has to be obtained from the related shareholders.

If the Board of Supervisors does not issue notice of the general meeting ~~or class meeting~~ within the required period, it will be considered as not going to convene and preside over the shareholders’ general meeting ~~or class meeting~~ , and shareholders individually or jointly holding over 10% of the shares of the Company having voting rights at the meeting for 90 consecutive days have the right to convene and preside over the meeting on their own.

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Original Articles

Article 68 With regard to the shareholders’ general meeting called by the Board of Supervisors or shareholders on their own initiative, the Board of Directors and the secretary to the Board of Directors shall provide assistance. The Board of Directors shall provide the register of members as at of the record date for the general meeting. Whenever the Board of Directors failed to provide the register of members as at of the record date for the general meeting, the convener may apply to the securities registration and settlement or agency for obtaining it with the relevant notice or announcement of the convening of the shareholders’ general meeting. The convener shall not use such shareholder register so obtained for any purposes other than convening the shareholders’ general meeting.

Amended Articles Article 62 With regard to the shareholders’ general meeting called by the Board of Supervisors or shareholders on their own initiative, the Board of Directors shall be notified in writing and the Board of Directors and the secretary to the Board of Directors shall provide assistance. The Board of Directors shall provide the register of members as at of the record date for the general meeting. Whenever the Board of Directors failed to provide the register of members as at of the record date for the general meeting, the convener may apply to the securities registration and settlement or agency for obtaining it with the relevant notice or announcement of the convening of the shareholders’ general meeting. The convener shall not use such shareholder register so obtained for any purposes other than convening the shareholders’ general meeting.

	Prior to the announcement of the resolution of the general meeting, the shareholding of shareholders who convene the meeting shall not be less than 10%. Upon issuing the notice of the shareholders’ general meeting and the resolutions of such meeting, the Supervisory Committee or the convening shareholder shall provide relevant supporting documents to the stock exchange.
Newly added	Section 4 Proposals and Notices of Shareholders’ General Meetings

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Original Articles		Amended Articles
Newly added	Article 64 The contents of proposals shall fall within the terms of reference of the shareholders’ general meeting and have specified subjects and specific resolutions, in further compliance with the laws, administrative regulations and provisions of these Articles of Association.

Article 70 Subject to the relevant provisions of laws and administrative regulations and the listing rules of the place where the shares of the Company are listed, the Company shall give written notice of the annual general meeting of shareholders 21 days prior to the meeting; the Company shall give written notice of the extraordinary general meeting of shareholders 15 days prior to the meeting, informing all shareholders of record of the matters to be considered at the meeting and the date and place of the meeting.

Article 65 Subject to the relevant provisions of laws and administrative regulations and the listing rules of the place where the shares of the Company are listed, the Company shall give written notice of the annual general meeting of shareholders 20 ~~1~~ days prior to the meeting; the Company shall give written notice of the extraordinary general meeting of shareholders 15 days prior to the meeting, informing all shareholders of record of the matters to be considered at the meeting and the date and place of the meeting.

When the Company calculates the period When the Company calculates the period of the meeting, the date of the meeting of the meeting, the date of the meeting shall not be included. shall not be included.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Article 73 The notice of a general Article 68 The notice of a general meeting meeting shall meet the following criteria: shall meet the following criteria: (I) be in writing; (I) be in writing; (II) specify the place, date and time of the (II) specify the place, date and time of the meeting; meeting; (III) state the matters to be discussed at (III) state the matters and proposals to be the meeting; discussed at the meeting; (IV) it shall provide such information (IV) it shall provide such information and and explanations as are necessary for the explanations as are necessary for the shareholders to make an informed shareholders to make an informed decision on the matters to be discussed; decision on the matters to be discussed; this principle includes (but not limited this principle includes (but not limited to) to) where the Company proposes a where the Company proposes a merger, merger, repurchase of shares, repurchase of shares, reorganising the reorganising the share capital or share capital or restructuring the restructuring the Company in any other Company in any other way, the terms of way, the terms of the proposed the proposed transaction must be transaction must be provided in detail provided in detail together with the together with the proposed contract (if proposed contract (if any), and the cause any), and the cause and effect of such and effect of such proposal must be proposal must be properly explained; properly explained; (V) contain a disclosure of the nature and (V) contain a disclosure of the nature and extent, if any, of the material interests of extent, if any, of the material interests of any director, supervisor and other senior any director, supervisor and other senior management in the proposed transaction management in the proposed transaction and the effect which the proposed and the effect which the proposed transaction will have on them in their transaction will have on them in their capacity as shareholders in so far as it is capacity as shareholders in so far as it is different from the effect on the interests different from the effect on the interests of of shareholders of the same class; shareholders of the same class;

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Original Articles (VI) contain the full text of any special resolution to be proposed at the meeting; (VII) it shall contain a conspicuous statement that a shareholder entitled to attend and vote have such right to appoint one or more proxies to attend and vote on his or her behalf and that such proxy need not be a shareholder;

(VIII) specify the time and place for lodging proxy forms for the relevant meeting;

(IX) specify the name and telephone number of the standing contact person for the meeting;

(X) specify the date of registration of equity entitlements for shareholders having the right to attend the general meeting, the interval between the date of registration and the date of the meeting shall comply with the regulations of the relevant stock exchange or regulatory authority where the shares of the Company are listed.

If a shareholders’ general meeting is held by online or other means for shareholders to participate in it, the method and details of the online or other means of participation shall be clearly set out in the notice of the shareholders’ general meeting or in an announcement as soon as possible before the date of the shareholders’ general meeting.

	Amended Articles
	(VI) disclose the opinions and reasons of
	the independent non-executive directors
	when issuing the notice or supplementary
	notice of the general meeting, if the
	matters to be discussed at the general
	meeting require the independent
	non-executive directors to express their
	opinions;

(VII) contain the full text of any special resolution to be proposed at the meeting;

(VIII) it shall contain a conspicuous statement that ~~a shareholder entitled to attend and vote~~ all ordinary shareholders (including preferred shareholders whose voting rights have been restored) have the ~~such~~ right to ~~appoint one or more proxies to attend and vote on his or her behalf~~ attend the general meeting and can entrust a proxy in writing to attend the meeting and participate in voting and that such proxy need not be a shareholder of the Company;

( ~~VIII~~ IX) specify the time and place for lodging proxy forms for the relevant meeting;

( ~~I~~ X) specify the name and telephone number of the standing contact person for the meeting; (XI) specify the date of registration of equity entitlements for shareholders having the right to attend the general meeting, the interval between the date of registration and the date of the meeting shall comply with the regulations of the relevant stock exchange or regulatory authority where the shares of the Company are listed.

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	Original Articles
	Newly added
		proposed o

	Newly added

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Original Articles Article 74 Except as otherwise provided in the relevant laws and regulations and the listing rules of the place where the shares of the Company are listed and these Articles of Association, the notice of the general meeting shall be published through the website of the stock exchange where the shares of the Company are listed and the website of the Company or delivered to the shareholders (regardless of whether they have the right to vote at the general meeting) by personal delivery or prepaid mail to the address as shown in the register of shareholders. For the holders of domestic shares, notice of the meeting may also be issued by way of public announcement.

Amended Articles Deleted

The Announcement referred to in the preceding paragraph shall be published in one or more newspapers designated by the securities regulatory authority under the State Council. After the publication of such announcement, the holders of domestic shares shall be deemed to have received the notice of the relevant shareholders’ general meeting.

For shareholders of overseas listed foreign invested shares, subject to the rules of the securities regulatory authority in the place where the shares of the Company are listed, the notice of the general meeting may also be given or provided in such other manner as may be approved by the relevant regulatory authority in the place where the shares of the Company are listed or as permitted under Chapter 22 of these Articles of Association.

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COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Original Articles				Amended	Amended	Articles	Articles
Article 75 The accidental omission to		Deleted
give notice of a meeting to, or the failure
to receive notice of a	meeting by, any
person entitled to receive the notice shall
not invalidate the meeting and the
resolutions thereat.
Newly added		Section 5 Convening of Shareholders’
		General Meetings
Article 76 Any shareholder who is		Deleted
entitled to attend and	vote at a general
meeting of the Company shall be entitled
to appoint one or more	persons (whether
such person is a shareholder or not) as
his proxy to attend and vote on his
behalf, and a proxy so appointed shall be
entitled to exercise the following rights
pursuant to the authorisations from that
shareholder:
(I) the shareholder’s right to speak at the
meeting;
(II) the right to demand a poll or join in
such a demand;
(III) the right to vote by	hand or on a poll,
except that where a	shareholder has
appointed more than one proxy, his or
her proxies may only exercise the voting
rights when a poll is taken.
Newly added		Article		71 The Board			of the Company			or
		other		convener		shall		take	necessary
		measures to ensure the proper order of the
		general meeting.				The		Board or other
		convener shall take measures to stop any
		act	disturbing the				general		meeting,
		seeking trouble or infringing							upon the
		legitimate			rights		and interests			of
		shareholders, and				shall report such act to
		the	relevant authority					for investigation
		and	treatment.

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	Original Articles	Original Articles
	Newly added

	Newly added

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Original Articles

Article 77 Shareholders shall appoint a proxy by written instrument which is signed by the principal or his or her agent so authorised in writing, or if the appointer is a legal person, affixed with the seal of the legal person or signed by its director or a duly authorised agent or personnel.

Each member shall be entitled to appoint a proxy but such proxy need not be a shareholder of the issuer; and in the case where the shareholder being a corporation, it may appoint a proxy to attend and vote at any general meeting of the issuer and such corporation shall be deemed to be present in person at any such meeting if it has appointed a proxy to attend thereat. Such corporation may execute a form of proxy by its duly authorised officer.

Amended Articles Article 74 ~~Shareholders shall appoint a proxy by written instrument which is signed by the principal or his or her agent so authorised in writing, or if the appointer is a legal person, affixed with the seal of the legal person or signed by its director or a duly authorised agent or personnel.~~ Each member shall be entitled to appoint a proxy but such proxy need not be a shareholder of the issuer; and in the case where the shareholder being a corporation, it may appoint a proxy to attend and vote at any general meeting of the issuer and such corporation shall be deemed to be present in person at any such meeting if it has appointed a proxy to attend thereat. Such corporation may execute a form of proxy by its duly authorised officer.

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Original Articles

Article 78 Proxy forms shall be lodged at the domicile of the Company or other places specified in the notice of meeting 24 hours before the relevant meeting for voting according to the proxy from, or 24 hours before the designated time of voting. Where the proxy form is signed by a person under a power of attorney on behalf of the principal, the power of attorney or other authorisation documents authorised to be signed shall be notarised. A notarially certified copy of that power of attorney or other authorisation documents, together with the proxy form, shall be deposited at the domicile of the Company or other places specified in the notice of meeting. The power of attorney should indicate the date of issuance.

Where the principal is a legal person, its legal representative or a person authorised by resolution of its Board of Directors or other decision-making body may attend and vote at the Company’s shareholders’ general meetings as a representative and exercise the same powers that the legal person could exercise on behalf of the legal person, as if it is an individual shareholder.

Amended Articles

Article 75 ~~Proxy forms shall be lodged at the domicile of the Company or other places specified in the notice of meeting 24 hours before the relevant meeting for voting according to the proxy from, or 24 hours before the designated time of voting.~~ Where the proxy form is signed by a person under a power of attorney on behalf of the principal, the power of attorney or other authorisation documents authorised to be signed shall be notarised. A notarially certified copy of that power of attorney or other authorisation documents, together with the proxy form, shall be deposited at the domicile of the Company or other places specified in the notice of meeting. The power of attorney should indicate the date of issuance.

Where the principal is a legal person, its legal representative or a person authorised by resolution of its Board of Directors or other decision-making body may attend and vote at the Company’s shareholders’ general meetings as a representative and exercise the same powers (including the right to speak and vote and, where a show of hands is allowed, the right to vote individually on a show of hands) that the legal person could exercise on behalf of the legal person, as if it is an individual shareholder.

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Original Articles

If a shareholder is a recognised clearing house (or its proxy) as is defined under the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong), it may, as it sees fit, appoint one or more persons as its proxies to attend and vote at any shareholders’ general meeting or class meeting. However, if more than one person is appointed, the instrument of proxy shall specify the number and class of the shares relating to each such proxy. A person so authorised may exercise the same rights and powers (including the right to speak and vote and, where a show of hands is allowed, the right to vote individually on a show of hands) on behalf of the recognised clearing house (or its proxy) as if he is an individual shareholder of the company (without having to produce a shareholding certificate, a notarised authorisation and/or further evidence of his duly authorised authority).

Amended Articles

If a shareholder is a recognised clearing house (or its proxy) as is defined under the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong), it may, as it sees fit, appoint one or more persons as its proxies to attend and vote at any shareholders’ general meeting or ~~class~~ meeting of creditors. However, if more than one person is appointed, the instrument of proxy shall specify the number and class of the shares relating to each such proxy. A person so authorised may exercise the same rights and powers (including the right to speak and vote and, where a show of hands is allowed, the right to vote individually on a show of hands) on behalf of the recognised clearing house (or its proxy) as if he is an individual shareholder of the company (without having to produce a shareholding certificate, a notarised authorisation and/or further evidence of his duly authorised authority).

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Original Articles		Amended Articles
Article 79 The format of any proxy form issued by the Board of the Company to shareholders for the appointment of a shareholder’s proxy shall provide the shareholder with the flexibility to instruct the proxy to vote for or against, and give directives on each of the issues to be voted on at the meeting. Such proxy form shall contain a statement that in the absence of instructions from the shareholder, his or her proxy may vote at his or her discretion. ...	Article 76 ~~issuedb~~

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COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original Articles
	Article 80 Where the principal deceased, lost capacity, revoked the appointment or the signed authorisation for appointment prior to the voting, or the relevant shares have been transferred prior to the voting, a vote given in accordance with the terms of the proxy form shall remain valid as long as the Company did not receive a written notice of such event prior to the commencement of the relevant meeting.	Deleted
	Newly added	Article 77 statement

	Newly added

	Newly added	Article 79 appointed

	Newly added

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COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original Articles
	Newly added	Article 81 the Rules
		Meeting of
		detail the
		voting at
		meeting,

	Newly added

	Newly added

	Newly added

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COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original		Amended Articles
Newly	added	Article 85	Minutes shall be prepared for
		shareholders’ general meetings by the
		secretary to the board of directors.
		The minutes shall state the following
		contents:
		(I) the time, venue and agenda of the
		meeting and the name of the convener;
		(II) the name of the chairman of the
		meeting and the names of the directors,
		supervisors, managers and other senior
		management attending or present at the
		meeting;
		(III) the number of shareholders and
		proxies attending the meeting, total
		number of voting shares they represent,
		and the proportion of these shares to the
		total number of shares of the Company;
		(IV) the process of review and discussion,
		summary of any speech, and voting results
		of each proposal;
		(V) the shareholders’ questions, opinions,
		suggestions and corresponding answers or
		explanations;
		(VI) the names of the lawyer (if any),
		counting officer and monitoring officer;
		(VII) other contents that shall be recorded
		in the minutes in accordance with these
		Articles of Association.

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COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original	Amended Articles
Newly	added	Article 86 The convener shall ensure that
		the contents of the minutes are true,
		accurate and complete. Directors,
		supervisors, secretaries to the board of
		directors, conveners or their
		representatives attending the meeting, and
		the chairman of the meeting shall sign on
		the minutes. The minutes shall be kept
		together with the signed attendance record
		of attending shareholders, proxy forms
		and the valid information relating to the
		voting over network or by other means, for
		a period of no less than 10 years.
Newly	added	Article 87 The convener shall ensure that
		the shareholders’ general meeting is
		conducted continuously until final
		resolutions are made. If the shareholders’
		general meeting is suspended or
		resolutions cannot be made because of
		force majeure or other special causes, the
		convener shall take necessary measures to
		resume the meeting or directly terminate
		that meeting as soon as practicable, and
		make a responsive announcement.
Newly	added	Section 6 Voting and Resolutions of
		Shareholders’ General Meetings

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original Articles	Original Articles	Amended Articles
Article 82 A shareholder (including his			Article 89 A shareholder (including his or
or her	proxy) who votes at a general		her proxy) who votes at a general meeting
meeting shall exercise his or her voting			shall exercise his or her voting rights
rights	based on the number of voting		based on the number of voting shares held.
shares	held. Each share shall have one		Each share shall have one vote. However,
vote.	However, shares held by the		shares held by the Company shall carry no
Company shall carry no		voting rights.	voting rightsand shall not be calculated in
			the total number of shares with voting
...			rights held by the present shareholder.
			Where material issues affecting the
			interests of small and medium investors
			are being considered at the general
			meeting, the votes by small and medium
			investors shall be counted separately. The
			separate counting results shall be publicly
			disclosed in a timely manner.
			Shareholders who purchase the voting
			shares of the Company in violation of
			Clause 1 and Clause 2 of Article 63 of the
			Securities Law shall not exercise the
			voting right of the shares that exceed the
			prescribed ratio within 36 months after
			purchasing them, and such number shall
			not be counted in the total number of
			voting shares represented by shareholders
			attending a general meeting.
			The Board of Directors of the Company,
			independent non-executive directors,
			shareholders holding more than 1% of
			voting shares, or investor protection
			institutions established in accordance with
			laws, administrative regulations or the
			provisions of the China Securities
			Regulatory Commission may publicly
			collect the voting rights of the
			shareholders. At the time of collecting
			voting rights of the shareholders, it is
			necessary to fully disclose the specific
			voting intention and other information to
			the persons from whom voting rights are
			collected. It is forbidden to collect
			shareholders’ voting rights with
			compensation or in the disguised form of
			compensation. Except for statutory
			conditions, the Company shall not impose
			a minimum shareholding ratio limit on
			collecting voting rights.

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COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Article 83 At any shareholders’ general Deleted meeting, a resolution shall be decided on a show of hands unless a poll is demanded before or after a vote by show of hands by the following persons: (I) the chairman of the meeting;

(II) at least two shareholders with voting rights or proxies thereof;

(III) one or more shareholders present in person or by proxy representing 10% or more of all shares carrying the right to vote at the meeting.

Unless a poll is demanded, a declaration by the chairman that a resolution has been passed on a show of hands and the recording of such in the minutes of meeting shall be conclusive evidence of the fact that such resolution has been passed. There is no need to provide evidence of the number or proportion of votes in favor of or against such resolution.

The demand for a poll may be withdrawn by the person who demanded the same.

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COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles
Article 84 A poll demanded on	the	Deleted
election of the chairman of the meeting,
or on a question of the adjournment of
the meeting, shall be taken forthwith. A
poll demanded on any other question
shall be taken as the chairman of the
meeting directs, and any business other
than that upon which a poll has been
demanded may be proceeded with
pending the taking of the poll. The result
of the poll shall be deemed to be a
resolution of the meeting at which the
poll was demanded.
Article 85 On a poll taken at a meeting, a		Deleted
shareholder (including proxy) entitled to
two or more votes need not cast all his or
her votes in the same way.
Article 86 When the number of votes for		Deleted
and against a resolution is equal,	the
chairman of the meeting shall be entitled
to one additional vote regardless of
whether such resolution is decided	on a
show of hands or on a poll.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles		Amended Articles
Article 87 The following matters shall be		Article 91 The following matters shall be
resolved by an ordinary resolution	at a	resolved by an ordinary resolution at a
shareholders’ general meeting:		shareholders’ general meeting:
(I) work reports of the Board of Directors		(I) work reports of the Board of Directors
and the Board of Supervisors;		and the Board of Supervisors;
(II) profit distribution plans and	loss	(II) profit distribution plans and loss
recovery plans formulated by the Board		recovery plans formulated by the Board of
of Directors;		Directors;
(III) preliminary and final annual		(III) preliminary and final annual budgets,
budgets, balance sheets, profit accounts,		balance sheets, profit accounts, and other
and other financial statements of	the	financial statements of the Company;
Company;
		(IV) the Company’s operational directions
(IV) appointment and dismissal of		and investment plans;
members of the Board of Directors	and
members of the Board of Supervisors,		(V) the annual report of the Company;
their remuneration and manner of
payment;		(~~IV~~VI) appointment and dismissal of members of the Board of Directors and
(V) the appointment, removal	and	members of the Board of Supervisors (not
remuneration of the accounting firm;		being staff representatives), their
		remuneration and manner of payment;
(VI) matters other than those which	are
required by law, administrative regulation or these Articles of		(~~V~~VII) the appointment, removal and remuneration of the accounting firm;
Association to be adopted by special
resolution.		(VIII) matters concerning change of use of
		the raised proceeds;
		(~~VI~~IX) matters other than those which are
		required by law, administrative
		regulation, the rules of the securities
		regulatory authority in the place where the
		shares of the Company are listed or these
		Articles of Association to be adopted by
		special resolution.

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COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 88 The following matters shall be	Article 92 The following matters shall be
passed by a special resolution at a	passed by a special resolution at a
shareholders’ general meeting:	shareholders’ general meeting:
(I) the increase or reduction in share	(I) the increase or reduction in share
capital of, and the issue of shares of any	capital of, and the issue of shares of any
class, warrants and other similar	class, warrants and other similar securities
securities by the Company;	by the Company;
(II) the issue of corporate bonds or other	(II) the issue of corporate bonds or other
securities and listing by the Company;	securities and listing by the Company;
(III) the division, split, merger,	(III) the division, split, merger, dissolution
dissolution and liquidation of the	and liquidation (or voluntary winding up)
Company and change of the form of the	of the Company and change of the form of
company;	the company;
(IV) the amendment of these Articles of	(IV) the amendment of these Articles of
Association;	Association;
(V) purchase or disposal of material	(V) purchase or disposal of material assets
assets or provision of guarantee by the	or provision of guarantee by the Company
Company of a value exceeding 30% of the	of a value exceeding 30% of the
Company’s latest audited total assets with in one year;	~~Company’s ~~Group’s latest audited total assets with in one year;
(VI) external investment and acquisition	(VI) external investment and acquisition
projects of the Company;	projects of the Company;
(VII) share incentive plan and employee	(VII) share incentive plan and employee
share ownership plan;	share ownership plan;
(VIII) to resolve on the repurchase of the	(VIII) to resolve on the repurchase of the
Company’s own shares;	Company’s own shares;
(IX) any other matters approved by	(IX) any other matters approved by
ordinary resolution at a shareholders’	ordinary resolution at a shareholders’
general meeting as having a material	general meeting as having a material
impact on the Company and that shall be	impact on the Company and that shall be
approved by a special resolutions;	approved by a special resolution;
	(X) matters stipulated in Article 53 of these
	Articles of Association;

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COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles	Amended Articles
(X) any other matters prescribed by the	(XI) any other matters prescribed by the
laws, administrative regulations and	laws, administrative regulations and these
these Articles of Association that shall be	Articles of Association that shall be
approved by a special resolution;	approved by a special resolution;
(XI) any other matters required by the	(XII) any other matters required by the
Listing Rules to be approved by special	rules of the securities regulatory authority
resolution.	in the place where	the shares of the
	Company are listed ~~Listing Rules ~~to be
	approved by special resolution.
Article 90 The list of candidates for	Deleted
directors and supervisors shall be
submitted to the shareholders’ general
meeting by way of proposal.

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Original Articles

Article 91 The shareholders’ general meeting shall be called by the Board of Directors and presided over by the chairman of the Board of Directors; if the chairman of the Board of Directors is unable to perform his duties or does not perform his duties, the vice chairman of the Board of Directors shall preside over the meeting; if the vice chairman of the Board of Directors is unable to perform his duties or does not perform his duties, more than half of the directors shall jointly elect a director to preside over the meeting.

Where the Board of Directors is unable to perform or does not perform the duty of calling a shareholders’ general meeting, the Board of Supervisors shall promptly call and preside over the meeting; where the Board of Supervisors does not call and preside over the meeting for more than 90 consecutive days, shareholders who individually or collectively hold more than 10 percent of the shares of the Company may call and preside over the meeting on their own initiative.

Amended Articles

Article 94 The shareholders’ general meeting shall be called by the Board of Directors and presided over by the chairman of the Board of Directors; if the chairman of the Board of Directors is unable to perform his duties or does not perform his duties, the vice chairman of the Board of Directors shall preside over the meeting; if the vice chairman of the Board of Directors is unable to perform his duties or does not perform his duties, more than half of the directors shall jointly elect a director to preside over the meeting.

Where the Board of Directors is unable to perform or does not perform the duty of calling a shareholders’ general meeting, the Board of Supervisors shall promptly call and preside over the meeting; if the chairman of the Board of Supervisors is unable to perform his duties or does not perform his duties, more than half of the supervisors shall jointly elect a supervisor to preside over the meeting.

Where the Board of Supervisors does not call and preside over the meeting for more than 90 consecutive days, shareholders who individually or collectively hold more than 10 percent of the shares of the Company may call and preside over the meeting on their own initiative.

When a shareholders’ general meeting is convened, if the chairman of the meeting contravenes the Rules of Procedure, rendering the meeting impossible to proceed, with the consent from more than half of the attending shareholders with voting rights, one person may be nominated at the shareholders’ general meeting to serve as the chairman and the meeting may proceed.

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Original Articles	Original Articles				Amended Articles
Article 92 The chairman of the meeting					Deleted
shall determine	whether	or	not	a
resolution of the	shareholders’		general
meeting shall be	adopted.	His	or her
decision shall be final and conclusive and
shall be announced at the meeting and
recorded in the minutes.
Newly added					Article 95 When the shareholders’ general
					meeting considers matters relating to a
					connected transaction, the connected
					shareholders shall not participate in the
					vote, and the number of voting shares
					represented by them shall not be counted
					in the total number of valid voting shares.
					The announcement of any resolution made
					at the shareholders’ general meeting shall
					fully disclose the voting by the
					unconnected shareholders.

Newly added					Article 96Except where the Company is in
					a crisis or any extraordinary circumstance,
					the Company shall not enter into any
					contract with anyone other than a Director,
					a Manager or any other senior officer to
					have all or significant part of the
					Company’s business in the care of such
					person, unless obtained approval by a
					special resolution at the general meeting.

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	Original Articles	Original Articles
	Newly added

	Newly added

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	Original	Amended Articles
Newly	added	Article 100 When a proposal is considered
		at a shareholders’ general meeting, no
		amendment shall be made unless such
		amendment is deemed to be made as a new
		proposal which shall not be voted on at the
		current shareholders’ general meeting.
Newly	added	Article 101The same voting right can only
		be exercised in only one form: onsite, over
		the network, or otherwise. Where the same
		voting right is exercised more than once,
		the voting result of the first time shall
		prevail.
Newly	added	Article 102 General meetings shall adopt
		voting by open ballot.
		When proposals are voted on at the
		general meeting, two shareholders’
		representatives shall be appointed to
		count, and monitor counting of, the votes.
		Where any shareholder is related to any
		issue considered, the said shareholder or
		proxy thereof shall not participate in
		counting and monitoring of ballots.
		When proposals are voted on at the
		general meeting, the lawyer, shareholders’
		representative and supervisors’
		representative shall be jointly responsible
		for the counting and monitoring of the
		ballots and shall announce the voting
		results on the spot, which voting results
		shall be recorded in the meeting minutes.
		Shareholders of the Company or proxies
		thereof voting over the network or
		otherwise shall have the right to check
		their voting results via the corresponding
		voting system.

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	Original Articles	Original Articles
	Newly added

	Newly added

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	Original Articles	Original Articles
	Article 94 If the chairman of the meeting has any doubt as to the result of any resolution put to the vote, he may have the votes counted. If the chairman of the meeting does not have the votes counted, any attending shareholder or proxy who objects to the result announced by the chairman of the meeting may demand that the votes be counted immediately after the declaration of the voting result, and the chairman of the meeting shall have the votes counted immediately.
	Newly added
		resolutions

	Newly added

	Newly added

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Newly added Article 109 If the shareholders’ general meeting adopts proposals in connection with the cash dividend, allotment or capitalization of common reserves, the Company shall implement specific plans within two months of the end of the shareholders’ general meeting. Article 95 If votes are counted at a Article 110 ~~If votes are counted at a~~ shareholders’ general meeting, the ~~shareholders’ general meeting, the~~ counting result shall be recorded in the ~~counting result shall be recorded in the~~ minutes of the meeting. The minutes of ~~minutes of the meeting. The minutes of the~~ the meeting together with the proxy ~~meeting together with the proxy forms and~~ forms and voting situation on Internet or ~~voting situation on Internet or otherwise~~ otherwise shall be kept at the domicile of ~~shall be kept at the domicile of the~~ the Company. ~~Company.~~ The minutes of the meeting shall be The minutes of the meeting shall be recorded by the secretary of the meeting recorded by the secretary of the meeting and signed by the chairman of the and signed by the chairman of the meeting meeting and the directors present at the and the directors present at the meeting.

The minutes of the meeting shall be recorded by the secretary of the meeting and signed by the chairman of the meeting and the directors present at the meeting.

Article 96 Shareholders may inspect copies of meeting minutes during the Company’s office hours free of charge. If any shareholder requests for a photocopy of the relevant minutes from the Company, the Company shall send such photocopy within 7 days upon receipt of reasonable fees.

Deleted

Chapter 10 Special Procedures for Voting by Class Shareholders

Article 97 Shareholders holding different classes of shares are referred to as class shareholders.

Deleted Deleted

Class shareholders shall enjoy rights and assume obligations in accordance with the laws, administrative regulations and these Articles of Association.

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Original Articles Amended Articles Article 98 Rights conferred to class Deleted shareholders may not be varied or abrogated unless approved by way of a special resolution at a shareholders’ general meeting and by the affected class shareholders at a separate shareholders’ meeting convened in accordance with Articles 100 to 104 hereof. No approval by a shareholders’ general meeting or a class meeting is required for variation or abrogation of rights of class shareholders resulting from any change in domestic and foreign laws and administrative regulations and listing rules where the Company’s shares are listed, and the decisions made by domestic and foreign regulatory authorities in accordance with the laws. The transfer of domestic shares held by domestic shareholders to overseas investors for listing and trading overseas, or all or part of the domestic shares are converted into overseas listed foreign invested shares and listed abroad for trading on an overseas stock exchange, shall not be considered as the Company’s intention to vary or abrogate the rights of class shareholders.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Article 99 The following circumstances Deleted shall be deemed to be a variation or abrogation of the rights of shareholders of a particular class: (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 the shares of such class, except that, with the approval of the securities regulatory authority under the State Council, shareholders of domestic shares may transfer their shares to foreign investors and list and trade such shares overseas;

(II) to effect a change of all or part of the shares of such class into those 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 those of such class, except that, with the approval of the securities regulatory authority under the State Council, shareholders of domestic shares may transfer their shares to foreign investors and list and trade such shares overseas;

(III) to cancel or reduce rights attached to shares of such class to receive accrued dividends or cumulative dividends;

(IV) to reduce or cancel rights attached to the shares of such class to preferentially receive dividends or to preferentially receive distributions of assets in a liquidation of the Company;

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Original Articles (V) to add, cancel or reduce the share conversion rights, options, voting rights, transfer rights, pre-emptive rights or rights to acquire securities of the Company attached to shares of such class; (VI) to cancel or reduce rights attached to the shares of such class to receive payments made by the Company in a particular currency;

Amended Articles

(VII) to create a new class of shares with voting rights, distribution rights or other privileges equal to or superior to those of the shares of such class;

(VIII) to restrict the transfer or ownership of the shares of such class or to impose additional restrictions; (IX) to grant the right to subscribe for, or convert into, shares of such or another class;

(X) to increase the rights and privileges of the shares of another class;

(XI) to restructure the Company in such a way as to cause shareholders of different classes to bear liabilities disproportionately during the restructuring; (XII) to vary or abrogate any provision of this Chapter.

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Original Articles Article 100 Shareholders of the affected class, whether or not otherwise entitled to vote at the shareholders’ general meetings, shall nevertheless be entitled to vote at class meetings in respect to matters concerning items (II) to (VIII), (XI) and (XII) of Article 99 hereof, but the interested shareholder(s) shall not be entitled to vote at class meetings.

Amended Articles Deleted

Interested shareholders as specified in the preceding paragraph shall refer to:

(I) in the case of a repurchase of shares by the Company by way of a repurchase offer to all shareholders of the Company in the same proportion or by way of public transactions on a stock exchange pursuant to Article 32 of these Articles of Association, an “interested shareholder“ shall refer to a controlling shareholder as defined in Article 60 of these Articles of Association;

(II) In the case of a repurchase of shares by the Company outside the stock exchange by way of agreement under Article 32 of these Articles of Association, an “interested shareholder“ shall refer to a shareholder who is related to the agreement;

(III) in the case of restructuring of the Company, an “interested shareholder“ shall refer to a shareholder who assumes a relatively less proportion of responsibility than that of any other shareholders of that class or who has an interest different from that of any other shareholders of that class.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original Articles			Amended Articles
	Article 101Resolutions of a class meeting		Deleted
	shall be passed by shareholders present
	at the meeting representing two-thirds or
	more of the voting rights in accordance
	with Article 100 hereof.
	Article 102 In the event that the		Deleted
	Company convenes a class meeting, a
	written notice shall be issued to
	shareholders whose names appear on the
	register of shareholders of such class
	with reference to the time limit for notice
	of annual and extraordinary general
	meetings as required by Article 70 hereof,
	specifying the matters proposed to be
	considered and the date and place of the
	meeting.
	Article 103 The notice of the class		Deleted
	meeting shall only be served to
	shareholders entitled to vote thereat.
	A class meeting shall be held under
	procedures as similar as possible to a
	shareholders’ general meeting. The
	provisions of the Articles of Associations
	which relate to the convening of
	shareholders’ general meetings shall
	apply to class meetings.

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Original Articles Amended Articles Article 104 In addition to holders of Deleted other classes of shares, holders of domestic shares and overseas-listed foreign shares are deemed to be different classes of shareholders. The special voting procedures for class meetings shall not apply to the following circumstances: (I) Where the Company issues, upon approval by a special resolution of its shareholders in a general meeting, either separately or concurrently every 12 months, not more than 20% of each of the existing issued domestic shares and overseas listed foreign invested shares;

(II) Where the Company’s plan to issue domestic shares and overseas listed foreign invested shares at the time of its establishment is implemented within 15 months from the date of approval by the securities regulatory authority of the State Council.

Article 105 Upon the approval by the securities regulatory authority of the State Council, holders of domestic shares of the Company may transfer the shares held by them to overseas investors, and such transferred shares may be listed or traded on an overseas stock exchange. The abovementioned transferred or converted shares, if listed and traded on an overseas stock exchange, shall also be subject to the regulatory procedures, provisions and requirements of the overseas securities markets. In the event that the transferred shares are listed and traded on a foreign stock exchange, a vote at a class meeting of shareholders is not required.

Deleted

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Original Articles Chapter 11 Board of Directors Newly added Article 141 No one shall be a director, supervisor, general manager or other senior officer of the Company if he or she is subject to any of the following circumstances:

(I) being without civil capacity or have limited civil capacity;

(II) having been penalised or sentenced due to the crime of corruption, bribery, encroachment on property, misappropriation of property or disruption of the socialist market economy, or having been deprived of political rights due to the committing of any crime, and in each case, five years not having elapsed since the completion of the relevant penalty, sentence or deprivation; (III) a person who is a director, factory principal or manager of a company or enterprise in bankruptcy or liquidation and who is personally responsible for the bankruptcy of the company or enterprise, three years have not elapsed since the date of completion of the bankruptcy or liquidation of the company or enterprise;

Amended Articles Chapter ~~116~~ Board of Directors Section 1 Directors Article 111 Directors of the Company shall be natural persons. A natural person who falls into any of the following circumstances shall not serve as director of the Company: ~~No one shall be a director, supervisor, general manager or other senior officer of the Company if he or she is subject to any of the following circumstances:~~

(I) being without civil capacity or have limited civil capacity;

(III) a person who is a director, factory principal or manager of a company or enterprise in bankruptcy or liquidation and who is personally responsible for the bankruptcy of the company or enterprise, three years have not elapsed since the date of completion of the bankruptcy or liquidation of the company or enterprise;

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Original Articles

(IV) persons who served as the legal representatives of companies or enterprises that had their business licenses revoked or have been ordered to be closed for violation of the law, where such representatives bear individual liability therefor and not more than three years have elapsed since the date of revocation of the business license; (V) being a debtor personally liable for a relatively large debt which has not been paid as it fell due;

(VI) having been subject to an investigation by judicial authorities for criminal offences, and such investigation not having come to an end;

(VII) persons who are prohibited from acting as a management member of an enterprise by laws and administrative regulations;

(VIII) not being a natural person;

(IX) persons ruled by a competent authority to have violated relevant securities regulations, where such violation involved fraudulent or dishonest acts and not more than five years have elapsed since the date of the ruling.

Amended Articles

(V) being a debtor personally liable for a relatively large debt which has not been paid as it fell due;

(VI) being under a penalty of prohibited access to the securities market imposed by the China Securities Regulatory Commission and State Commission, which penalty is still effective ~~having been subject to an investigation by judicial authorities for criminal offences, and such investigation not having come to an end~~ ; (VII) ~~persons who are prohibited from acting as a management member of an enterprise by laws and administrative regulations~~ other contents as required by laws, administrative regulations or departmental rules.

~~(VIII) not being a natural person;~~

~~(IX) persons ruled by a competent authority to have violated relevant securities regulations, where such violation involved fraudulent or dishonest acts and not more than five years have elapsed since the date of the ruling.~~

For any election and appointment of a director in contravention of the provisions prescribed by this Article, such election, appointment or employment shall be void and null. Where a director falls into any of the aforesaid circumstances in his/her term of office, the Company shall dismiss the duties of such director.

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Original Articles

Article 107 Directors shall be elected by the shareholders’ general meetings and shall have a term of office of 3 years. Upon maturity of the term of office, a director shall be eligible to offer himself for re-election and re-appointment.

Any person appointed as director by the Board of Directors to fill a casual vacancy or as an addition to the Board of Directors shall only hold office until the next general meeting of the Company, and shall then be eligible for re-election.

The chairman and vice chairman of the Board of Directors shall be elected or removed by more than one half of all directors. The term of office of the chairman and the vice chairman shall be 3 years and is renewable upon re-election.

A general meeting may remove a director within his or her term of office by an ordinary resolution, provided that the relevant laws and administrative regulations are observed (however, the claim of such director for compensation under any contract shall not be affected).

Amended Articles

Article 112 Directors shall be elected by the shareholders’ general meetings and shall have a term of office of 3 years. Upon maturity of the term of office, a director shall be eligible to offer himself for reelection and re-appointment.

The term of office of a director shall commence from his/her accession till the expiry of the term of the current session of the board of directors. Any person appointed as director by the Board of Directors to fill a casual vacancy or as an addition to the Board of Directors shall only hold office until the next general meeting of the Company, and shall then be eligible for re-election. Where election of directors fails to be timely conducted upon expiry of the term of office of the former directors, the former directors shall, prior to the accession of the newly elected directors, perform their duties as directors in accordance with laws, administrative regulations, regulations of regulatory authorities and provisions of these Articles of Association.

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Original Articles

The chairman and vice chairman may concurrently hold the office of the general manager or other senior management of the company (except supervisors).

External directors and independent non-executive directors shall have sufficient time and the necessary intellectual capacity to perform their duties. When an external director performs his or her duties, the Company must provide the necessary information and materials. Among them, independent non-executive directors may report directly to the shareholders’ general meeting, the securities supervisory authority under the State Council and other relevant authorities.

Directors are not required to hold shares of the Company.

Amended Articles ~~The chairman and vice chairman of the Board of Directors shall be elected or removed by more than one half of all directors. The term of office of the chairman and the vice chairman shall be 3 years and is renewable upon re-election.~~ A general meeting may remove a director within his or her term of office by an ordinary resolution, provided that the relevant laws and administrative regulations are observed (however, the claim of such director for compensation under any contract shall not be affected). The chairman and vice chairman may concurrently hold the office of the general manager or other senior management of the Company (except supervisors) ~~.~~ , provided that the number of directors who serve as chief executive officer or other senior management officers concurrently and the directors, who are employee representatives, shall not exceed one half of the number of directors of the Company.

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Original Articles

Article 145 Directors, supervisors and senior management of the Company must observe the principle of good faith in the performance of their duties and shall not place themselves in a position where their interests may conflict with the obligations they have undertaken. This principle includes, without limitation, the discharge of the following obligations:

(I) to act honestly in the best interests of the Company;

(II) to exercise their powers within the scope of their authority and not to exceed it;

(III) to exercise his or her discretionary power in person without being subject to the manipulations of other persons, and not to transfer such power to other persons unless permitted by laws and administrative regulations or with the informed consent of shareholders given at a general meeting;

(IV) to offer equality to shareholders of the same class and fairness to shareholders of different classes;

Amended Articles

Article 113 Directors ~~, supervisors and senior management of the Company must observe the principle of good faith in the performance of their duties and shall not place themselves in a position where their interests may conflict with the obligations they have undertaken. This principle includes, without limitation, the discharge of the following obligations~~ shall comply with the laws, administrative regulations, and these Articles of Association, and shall fulfill the fiduciary obligation to the Company as follows:

(I) ~~to act honestly in the best interests of the Company;~~ not to exploit their duties and powers to accept bribes or other illegal income or infringe the assets of the Company by any means, including, without limitation, opportunities advantageous to the Company;

(II) ~~to exercise their powers within the scope of their authority and not to exceed it;~~ not to misappropriate the Company’s funds or lend such fund to others, not to store the Company’s assets in its personal name or in other names, and not to use the Company’s assets to provide guarantees for the Company’s shareholders or other personal debts;

(V) unless otherwise provided in these Articles of Association or with the informed consent of shareholders given at a general meeting, not to enter into any contract, transaction or arrangement with the Company;

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Original Articles

(VI) without the informed consent of shareholders given at a general meeting, not to use the Company’s assets for their own benefit by any means;

(VII) not to exploit their duties and powers to accept bribes or other illegal income or infringe the assets of the Company by any means, including, without limitation, opportunities advantageous to the Company;

(VIII) without the informed consent of shareholders given at a general meeting, not to accept any commissions in relation to the Company’s transactions;

(IX) to abide by these Articles of Association, faithfully execute their duties and protect the Company’s interests, and not to exploit their position and duties and powers in the Company to advance their own private interests;

(X) without the informed consent of shareholders given at a general meeting, not to compete with the Company by any means;

(XI) not to misappropriate the Company’s funds or lend such fund to others, not to store the Company’s assets in its personal name or in other names, and not to use the Company’s assets to provide guarantees for the Company’s shareholders or other personal debts;

Amended Articles (III) ~~to exercise his or her discretionary power in person without being subject to the manipulations of other persons, and not to transfer such power to other persons unless permitted by laws and administrative regulations or with the informed consent of shareholders given at a general meeting;~~ unless otherwise provided in these Articles of Association or with the informed consent of shareholders given at a general meeting, not to enter into any contract, transaction or arrangement with the Company; (IV) ~~to offer equality to shareholders of the same class and fairness to shareholders of different classes;~~ not to take advantage of his/her position to seek business opportunities that should belong to the Company for himself/herself or others, or engage in business similar to that of the Company for himself/herself or others, without the prior approval of the general meeting;

(V) ~~unless otherwise provided in these Articles of Association or with the informed consent of shareholders given at a general meeting, not to enter into any contract, transaction or arrangement with the Company;~~ without the informed consent of shareholders given at a general meeting, not to accept any commissions in relation to the Company’s transactions;

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Original Articles

(XII) not to divulge confidential information relating to the Company that was obtained by him or her during his or her office without the informed consent of shareholders given at a general meeting, and not to use such information unless for the purpose of the Company’s interests; however, such information may be disclosed to the court or other government authorities under the following circumstances:

as is provided by law;
required for the purpose of public interest;
required for the interests of such director, supervisor and senior management.

Any proceeds obtained by the persons referred to in this article in violation of the provisions of this article shall belong to the Company; if any damage is caused to the Company, they shall be liable for compensation.

Amended Articles (VI) ~~without the informed consent of shareholders given at a general meeting, not to use the Company’s assets for their own benefit by any means;~~ not to divulge confidential information relating to the Company that was obtained by him or her during his or her office without the informed consent of shareholders given at a general meeting, and not to use such information unless for the purpose of the Company’s interests; however, such information may be disclosed to the court or other government authorities under the following circumstances: 1. as is provided by law; 2. required for the purpose of public interest; 3. required for the interests of such director, supervisor and senior management. (VII) ~~not to exploit their duties and powers to accept bribes or other illegal income or infringe the assets of the Company by any means, including, without limitation, opportunities advantageous to the Company;~~ to abide by these Articles of Association, faithfully execute their duties and protect the Company’s interests, and not to exploit their position and duties and powers in the Company to advance their own private interests;

(VIII) ~~without the informed consent of shareholders given at a general meeting, not to accept any commissions in relation to the Company’s transactions;~~ without the informed consent of shareholders given at a general meeting, not to compete with the Company by any means;

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COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original	Articles	Articles	Amended Articles
			(IX) ~~to~~ ~~abide~~ ~~by~~ ~~these~~ ~~Articles~~ ~~of~~
			~~Association, faithfully execute their duties~~
			~~and protect the Company’s interests, and~~
			~~not to exploit their position and duties and~~
			~~powers in the Company to advance their~~
			~~own private interests; ~~other fiduciary obligations stipulated in the laws,
			administrative regulations, departmental
			rules and these Articles of Association.
			~~(X) without the informed consent of~~
			~~shareholders given at a general meeting,~~
			~~not to compete with the Company by any~~
			~~means;~~
			~~(XI) not to misappropriate the Company’s~~
			~~funds or lend such fund to others, not to~~
			~~store the Company’s assets in its personal~~
			~~name or in other names, and not to use the~~
			~~Company’s assets to provide guarantees~~
			~~for the Company’s shareholders or other~~
			~~personal debts;~~
			~~(XII)~~ ~~not~~ ~~to~~ ~~divulge~~ ~~confidential~~
			~~information relating to the Company that~~
			~~was obtained by him or her during his or~~
			~~her office without the informed consent of~~
			~~shareholders given at a general meeting,~~
			~~and not to use such information unless for~~
			~~the purpose of the Company’s interests;~~
			~~however,~~ ~~such~~ ~~information~~ ~~may~~ ~~be~~
			~~disclosed to the court or other government~~
			~~authorities~~ ~~under~~ ~~the~~ ~~following~~
			~~circumstances:~~
			~~1. as is provided by law;~~
			~~2. required for the purpose of public~~
			~~interest;~~
			~~3. required for the interests of such~~
			~~director,~~ ~~supervisor~~ ~~and~~ ~~senior~~
			~~management.~~
			Any proceeds obtained by the persons
			referred to in this article in violation of the
			provisions of this article shall belong to
			the Company; if any damage is caused to
			the Company, they shall be liable for
			compensation.

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Original Articles	Amended Articles
Article 144 The directors, supervisors and senior management of the Company shall have an obligation, in the exercise of their rights or discharge of their obligations, to perform their acts with the care, diligence and skill that a reasonably prudent person should exercise in comparable circumstances.	Article 114 Directors shall comply with laws, administrative regulations and these Articles of Association, and bear the following responsibilities of diligence to the Company: ~~The directors, supervisors~~ ~~and senior management of the Company~~ ~~shall have an obligation, in the exercise of~~ ~~their~~ ~~rights~~ ~~or~~ ~~discharge~~ ~~of~~ ~~their~~ ~~obligations, to perform their acts with the~~ ~~care, diligence and skill that a reasonably~~ ~~prudent~~ ~~person~~ ~~should~~ ~~exercise~~ ~~in~~ ~~comparable circumstances.~~ (I) shall exercise the rights conferred by the Company with due discretion, care and diligence to ensure the business operations of the Company comply with the requirements of PRC laws, administrative regulations and relevant PRC economic policies and are not beyond the business scope specified in the business license of the Company; (II) shall be fair to all shareholders; (III) to timely understand the business operations and management of the Company; (IV) shall sign a written confirmation to the Company’s periodic reports, to ensure that the information disclosed by the Company is true, accurate and complete; (V) shall provide the status reports and information to the Board of Supervisors honestly, and not to hinder the Board of Supervisors or supervisors from exercising their powers; (VI) other responsibilities of diligence stipulated in the laws, administrative regulations, departmental rules and these Articles of Association.

Original Articles

Amended Articles

Article 144 The directors, supervisors
and senior management of the Company
shall have an obligation, in the exercise
of their rights or discharge of their
obligations, to perform their acts with
the care, diligence and skill that a
reasonably
prudent
person
should
exercise in comparable circumstances.

Article 114 Directors shall comply with
laws, administrative regulations and these
Articles of Association, and bear the
following responsibilities of diligence to
the Company: ~~The directors, supervisors~~
~~and senior management of the Company~~
~~shall have an obligation, in the exercise of~~
~~their~~
~~rights~~
~~or~~
~~discharge~~
~~of~~
~~their~~
~~obligations, to perform their acts with the~~
~~care, diligence and skill that a reasonably~~
~~prudent~~
~~person~~
~~should~~
~~exercise~~
~~in~~
~~comparable circumstances.~~
(I) shall exercise the rights conferred by
the Company with due discretion, care
and diligence to ensure the business
operations of the Company comply with
the
requirements
of
PRC
laws,
administrative regulations and relevant
PRC economic policies and are not beyond
the
business
scope
specified
in
the
business license of the Company;
(II) shall be fair to all shareholders;
(III) to timely understand the business
operations
and
management
of
the
Company;
(IV) shall sign a written confirmation to
the Company’s periodic reports, to ensure
that the information disclosed by the
Company is true, accurate and complete;
(V) shall provide the status reports and
information to the Board of Supervisors
honestly, and not to hinder the Board of
Supervisors or supervisors from exercising
their powers;
(VI) other responsibilities of diligence
stipulated in the laws, administrative
regulations, departmental rules and these
Articles of Association.

– 141 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Newly added

Article 110 A director may resign before the expiration of his or her term of office. The resigning director shall submit a written resignation to the Board of Directors.

In the event that the resignation of any director results in the number of members of the Board of Directors to be less than the statutory minimum requirement, the said director shall continue to perform duties as director pursuant to the laws, administrative regulations, departmental rules and these Articles of Association until a new director is elected and assumes his/her office.

Any person appointed as director by the Board of Directors to fill a casual vacancy or as an addition to the Board of Directors shall only hold office until the first shareholders’ general meeting of the Company after the appointment, and shall then be eligible for re-election.

Save for the circumstances referenced in the preceding paragraph, the resignation of a director shall become effective upon submission of his resignation to the Board of Directors.

Amended Articles Article 115 If the director fails to attend the Board of Directors meeting in person or entrust any other directors to attend the meeting on his/her behalf for two consecutive times, it shall be deemed that he/she cannot perform his/her duties, and the Board of Directors shall advise the general meeting to remove such director. Article 116 The director may resign before the expiration of his/her term. The director shall submit a written resignation report to the Board of Directors. The Board of Directors will disclose the relevant information within two days.

If the resignation of a director causes the Company’s Board of Directors to be below the minimum quorum (five directors), the former director shall, before the newly elected director takes office, still perform the duties of a director in accordance with the provisions of laws, administrative regulations, departmental rules and these Articles of Association.

Subject to the laws, administrative regulations, departmental rules, rules governing the place where the shares of the Company are listed and these Articles of Association, any person appointed as director by the Board of Directors to fill a casual vacancy or as an addition to the Board of Directors shall only hold office until the first shareholders’ general meeting of the Company after the appointment, and shall then be eligible for re-election.

Save for the circumstances referenced in the preceding paragraph, the resignation of a director shall become effective upon submission of his resignation to the Board of Directors.

– 142 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original	Amended Articles
Newly	added	Article 117 When a director’s resignation
		takes effect or his term of service expires,
		the director shall complete all transfer
		procedures with the Board of Directors.
		His/her fiduciary duty towards the
		Company and the shareholders do not
		necessarily cease after the end of his/her
		term of service and shall still be in effect
		for a reasonable period of time as
		stipulated in these Articles of Association.
Newly	added	Article 118Without the legal authorization
		by the Articles of Association or the Board
		of Directors, no director shall act on behalf
		of the Company or the Board of Directors
		in his/her own name. Where a director
		acts in his/her own name, the director
		shall declare in advance his/her position
		and identity in the case that a third party
		would reasonably believe that the director
		is acting on behalf of the Company or the
		Board of Directors.
Newly	added	Article 119 A director that violates laws,
		administrative regulations, departmental
		rules and causes losses to the Company in
		performing duties of the Company shall be
		liable for compensation.
Newly	added	Article 120 Independent Non-Executive
		Directors shall act in compliance with the
		relevant provisions of the laws,
		administrative regulations, China
		Securities Regulatory Commission and the
		stock exchanges at the location where the
		shares of the Company are listed.

– 143 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Article 109 The following conditions Article 122 The following conditions should be met for a person to serve as an should be met for a person to serve as an independent non-executive director: independent non-executive director:

(I) qualified to be a director of a company in accordance with the laws, administrative regulations, the listing rules of the place of listing and other relevant regulations;

(II) meet the requirements of the Listing Rules regarding the qualification of independent non-executive directors.

(I) qualified to be a director of a company in accordance with the laws, administrative regulations, the listing rules of the place of listing and other relevant regulations; (II) meet the requirements of the Listing Rules regarding the qualification of independent non-executive directors.

In the event that an independent non-executive director fails to meet the basic requirements to serve as an independent non- executive director or is otherwise unsuitable to perform the duties of an independent non-executive director, the independent non- executive director shall be replaced within three months after he or she fails to meet the relevant requirements.

Newly added Section 2 Board of Directors Article 106 The Company shall have a Article 123 ~~The Company shall have a~~ Board of Directors consisting of eight ~~Board of Directors,~~ The Board of Directors directors, which shall have a chairman, a shall consist of eight directors, which shall vice chairman and six directors, of whom have a chairman, a vice chairman and six at least three and not less than one-third directors, of whom at least three and not shall be independent non-executive less than one-third shall be independent directors, and at least one of the non-executive directors, and at least one of independent non-executive directors the independent non- executive directors shall be a financial or accounting shall be a financial or accounting professional as determined by the Listing professional as determined by the Listing Rules. Rules.

– 144 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 111 The Board of Directors shall be responsible to the shareholders’ general meeting and exercises the following powers: ... (XV) other powers as is stipulated in these Articles of Association or as conferred by the shareholders’ general meeting. When the Board of Directors makes decisions on matters in the preceding paragraph, except for items (VI), (VII) (IX) and (XI) and resolution of guarantee matters within the scope of its authority in accordance with the provisions of these Articles of Association which must be approved by votes of over two-thirds of the directors, the other items may be approved by the votes of more than half of the directors.	Article 124 The Board of Directors shall be responsible to the shareholders’ general meeting and exercises the following powers: ... (XV) to manage the information disclosure of the Company; (XVI) to request the shareholders’ general meeting to engage or replace the accounting firm that provides audits for the Company; (XVII) to hear reporting from the Company’s manager and inspect the performance of the manager; (~~XV~~XVIII) other powers as is stipulated in these Articles of Association or as conferred by the shareholders’ general meeting.

Original Articles

Amended Articles

Article 111 The Board of Directors shall
be responsible to the shareholders’
general
meeting
and
exercises
the
following powers:
...
(XV) other powers as is stipulated in
these Articles of Association or as
conferred by the shareholders’ general
meeting.
When the Board of Directors makes
decisions on matters in the preceding
paragraph, except for items (VI), (VII)
(IX) and (XI) and resolution of guarantee
matters within the scope of its authority
in accordance with the provisions of
these Articles of Association which must
be approved by votes of over two-thirds
of the directors, the other items may be
approved by the votes of more than half
of the directors.

Article 124 The Board of Directors shall be
responsible to the shareholders’ general
meeting and exercises the following
powers:
...
(XV) to manage the information disclosure
of the Company;
(XVI) to request the shareholders’ general
meeting
to
engage
or
replace
the
accounting firm that provides audits for
the Company;
(XVII)
to
hear
reporting
from
the
Company’s manager and inspect the
performance of the manager;
(~~XV~~XVIII) other powers as is stipulated in
these
Articles
of
Association
or
as
conferred by the shareholders’ general
meeting.

Where the Board of Directors makes a resolution on a connected transaction, it must be signed by independent non-executive directors before it can become effective.

When the Board of Directors makes decisions on matters in the preceding paragraph, except for items (VI), (VII), (IX) and (XI) and resolution of guarantee matters within the scope of its authority in accordance with the provisions of these Articles of Association which must be approved by votes of over two-thirds of ~~the~~ all directors, the other items may be approved by the votes of more than half of ~~the~~ all directors.

Where the Board of Directors makes a resolution on a connected transaction, it must be signed by independent non-executive directors before it can become effective.

– 145 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Where a director has any related party ~~Where a director has any related party~~ relationship with the enterprise involved ~~relationship with the enterprise involved~~ in the resolution of the board meeting, ~~in the resolution of the board meeting,~~ he/she shall not exercise the voting ~~he/she shall not exercise the voting rights~~ rights on the resolution, nor shall he/she ~~on the resolution, nor shall he/she~~ exercise the voting rights on behalf of ~~exercise the voting rights on behalf of~~ other directors. The meeting of the Board ~~other directors. The meeting of the Board~~ of Directors can be held only when more ~~of Directors can be held only when more~~ than half of the directors with no related ~~than half of the directors with no related~~ party relationship or material interests ~~party relationship or material interests are~~ are present, and the resolutions ~~present, and the resolutions submitted at~~ submitted at the meeting of the Board of ~~the meeting of the Board of Directors must~~ Directors must be approved by more ~~be approved by more than half of the~~ than half of the directors with no related ~~directors with no related party~~ party relationship or material interests. ~~relationship or material interests. Where~~ Where there are less than three directors ~~there are less than three directors present~~ present at the meeting of the Board of ~~at the meeting of the Board of Directors~~ Directors with no related party ~~with no related party relationship, the~~ relationship, the matter concerned shall ~~matter concerned shall be submitted to the~~ be submitted to the shareholders’ general ~~shareholders’ general meeting for~~ meeting for consideration. ~~consideration.~~ Newly added Article 125 The Board of Directors shall make explanations to the shareholders’ general meeting on the non-standard audit opinions issued by the certified public accountants on the Company’s financial reports. Newly added Article 126 The Board of Directors shall formulate the Rules of Procedures of the Board of Directors, which shall ensure the implementation of resolutions of the shareholders’ general meeting, enhance the working efficiency and ensure the scientific decision making.

– 146 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

Article 112 The Board of Directors shall not, without the prior approval of shareholders at a general meeting, dispose of or agree to dispose of any fixed assets of the Company where the aggregate of the expected value of the consideration for the proposed disposal and the value of the consideration for any similar disposal of fixed assets in the four months immediately preceding the proposed disposal, exceeds 33% of the value of the Company’s fixed assets as stated in the last balance sheet placed before the general meeting.

A “disposal of fixed assets“ as referred to in this article includes an act involving the transfer of an interest in certain assets but does not include the provision of fixed assets by way of security.

The validity of transactions conducted for disposal of fixed assets by the Company shall not be affected by the breach of the first paragraph of this Article.

Before making decisions on matters such as market development, mergers and acquisitions, investments in new fields, etc., the Board of Directors shall engage social consulting institutions to provide professional opinions as an important basis for the Board of Directors’ decisions on projects in which the amount of investment or mergers and acquisitions of assets reaches 10% or more of the Company’s total assets.

Amended Articles

Article 127 ~~The Board of Directors shall not, without the prior approval of shareholders at a general meeting, dispose of or agree to dispose of any fixed assets of the Company where the aggregate of the expected value of the consideration for the proposed disposal and the value of the consideration for any similar disposal of fixed assets in the four months immediately preceding the proposed disposal, exceeds 33% of the value of the Company’s fixed assets as stated in the last balance sheet placed before the general meeting.~~

~~A “disposal of fixed assets“ as referred to in this article includes an act involving the transfer of an interest in certain assets but~~

~~does not include the provision of fixed assets by way of security.~~

~~The validity of transactions conducted for disposal of fixed assets by the Company shall not be affected by the breach of the first paragraph of this Article.~~

	The Board of Directors shall determine the
	scope of authorisation in respect of
	external investment, acquisition and
	disposal of assets, asset mortgage, external
	guarantee matters, entrusted financial
	management, connected transactions and
	external donations, and establish strict
	inspection and decision making
	procedures; Major investment projects that
	are subject to review by the Board of
	Directors and shareholders’ general
	meeting in accordance with these Articles
	of Association shall be assessed and
	examined by relevant experts and
	professionals and shall be approved at the
	shareholders’ general meeting.

– 147 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original	Amended Articles
		Before making decisions on matters such
		as market development, mergers and
		acquisitions, investments in new fields,
		etc., the Board of Directors shall engage
		social consulting institutions to provide
		professional opinions as an important
		basis for the Board of Directors’ decisions
		on projects in which the amount of
		investment or mergers and acquisitions of
		assets reaches 10% or more of the
		Company’s total assets.
Newly	added	Article 129 The Board of Directors shall
		have one chairman and may have one vice
		chairman. The chairman and vice
		chairman shall be elected by more than
		half of all directors. The terms of chairman
		and vice chairman are 3 years and subject
		to re-election.

– 148 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles		Amended Articles
Article 114 The chairman of the Board of		Article 130 The chairman of the Board of
Directors shall exercise the following		Directors shall exercise the following
powers:		powers:
(I) to preside over general meetings,	and	(I) to preside over general meetings, and to
to call and preside over meetings of	the	call and preside over meetings of the
Board of Directors;		Board of Directors;
(II) to inspect the implementation of		(II) to inspect the implementation of
resolutions of the Board of Directors;		resolutions of the Board of Directors;
(III) to sign the securities issued by	the	(III) to sign the securities issued by the
Company;		Company;
(IV) Any other powers stipulated in	the	(IV) other powers stipulated in the laws,
laws, administrative regulations	and	administrative regulations and these
these Articles of Association	and	Articles of Association and conferred by
conferred by the Board of Directors.		the Board of Directors.
Whereas the chairman is unable or fail to		The vice chairman of the Company shall
perform his duties, the vice chairman		assist the chairman in work, and whereas
shall perform the duties; if the vice		the chairman is unable or fail to perform
chairman unable or fail to perform	his	his duties, the vice chairman shall perform
duties, one director elected by a majority		the duties; if the vice chairman unable or
of directors shall perform the duties.		fail to perform his duties, one director
		elected by a majority of directors shall
		perform the duties.

– 149 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

Article 115 Meetings of the Board of Directors shall be held at least four times a year and be called by the chairman of the Board of Directors. In case of urgent matters, an extraordinary meeting of the Board of Directors may be convened if proposed by shareholders representing more than one-tenth of the voting rights, more than one-third of the directors, more than one-half of the independent directors or the Board of Supervisors, the chairman of the Board of Directors, the general manager of the Company, or in other cases as provided by laws, administrative regulations, regulatory bodies and these Articles of Association. The chairman shall call and preside over such meeting of the Board of Directors within ten days upon receipt of the proposal.

Amended Articles

Article 131 Meetings of the Board of Directors shall be held at least four times a year and be called by the chairman of the Board of Directors. In case of urgent matters, an extraordinary meeting of the Board of Directors may be convened if proposed by shareholders representing more than one-tenth of the voting rights, more than one-third of the directors, more than one-half of the independent non-executive directors or the Board of Supervisors, the chairman of the Board of Directors, the general manager of the Company, or in other cases as provided by laws, administrative regulations, regulatory bodies and these Articles of Association. The chairman shall call and preside over such meeting of the Board of Directors within ten days upon receipt of the proposal.

– 150 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original	Amended Articles
Newly	added	Article 133 The notice of a meeting of the
		Board of Directors shall contain the
		following contents:
		(I) date and venue of the meeting;
		(II) duration of the meeting;
		(III) form of convening the meeting;
		(IV) the reasons to be considered and
		approved (meeting proposals);
		(V) the names of the meeting convener and
		chairman, the name of the person who
		proposed the interim meeting and his or
		her written proposal;
		(VI) the meeting materials necessary for
		the vote by the directors, including the
		background materials related to the topics
		to be discussed at the meeting and the
		information and data that would be of
		assistance to the directors in
		understanding the development of the
		Company’s business;
		(VII) a request that the director attend in
		person or that he/she appoint another
		director to attend the meeting on his/her
		behalf;
		(VIII) the name of the contact person and
		his/her contact information;
		(IX) date of issue of notice;
		(X) other contents as required by laws,
		administrative regulations and the rules of
		the securities regulatory authority in the
		place where the shares of the Company are
		listed.
		The notice of an emergency meeting shall,
		at minimum, include the particulars set
		forth in items (I) and (II) above and an
		explanation to the effect that
		circumstances are urgent and an interim
		meeting of the Board of Directors needs to
		be held as soon as possible.

– 151 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

Article 120 A resolution in writing signed and agreed to by all the directors respectively shall be deemed to be as valid as if it had been passed at a single legally convened meeting of the Board of Directors. Such written resolutions may consist of several duplicates, each signed by one or more of the directors. A resolution of the Company signed by a director or containing the name of a director and sent by telegram, telex, post, facsimile or by hand shall be deemed to be a document signed by him for the purposes of this Article.

Article 121 A meeting of the Board of Directors shall only be held with the attendance of over two-thirds of the directors.

Each director shall be entitled to one vote. Unless otherwise provided by the laws, administrative regulations and these Articles of Association, the Board of Directors’ resolutions must be voted for by more than half of all the directors.

Amended Articles

Article 137 A resolution in writing signed and agreed to by all the directors respectively in accordance with the provisions of Article 136 of these Articles of Association shall be deemed to be as valid as if it had been passed at a single legally convened meeting of the Board of Directors. Such written resolutions may consist of several duplicates, each signed by one or more of the directors. A resolution of the Company signed by a director or containing the name of a director and sent by telegram, telex, post, facsimile or by hand shall be deemed to be a document signed by him for the purposes of this Article.

Article 138 A meeting of the Board of Directors shall only be held with the attendance of over two-thirds of the directors.

When voting on the resolutions of the Board of Directors, each director shall have one vote.

– 152 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original	Amended Articles
Newly	added	Article 139 Where a director has any
		related party relationship with the
		enterprise involved in the resolution of the
		meeting of the Board of Directors, he/she
		shall not exercise the voting rights on the
		resolution, nor shall he/she exercise the
		voting rights on behalf of other directors.
		The meeting of the Board of Directors can
		be held only when more than half of the
		directors with no related party
		relationship or material interests are
		present, and the resolutions submitted at
		the meeting of the Board of Directors must
		be approved by more than half of the
		directors with no related party
		relationship or material interests. Where
		there are less than three directors present
		at the meeting of the Board of Directors
		with no related party relationship, the
		matter concerned shall be submitted to the
		shareholders’ general meeting for
		consideration.

Newly	added	Article 140 The means of the voting on the
		resolutions of the Board of Directors are:
		open ballot, or other means permitted by
		laws, administrative regulations and
		securities regulatory authorities of the
		place(s) where the shares of the Company
		are listed. When the number of votes for
		and against a resolution is equal, the
		chairman of the meeting shall be entitled
		to one additional vote.

– 153 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Original Articles	Amended Articles	Amended Articles	Amended Articles
Article 123 All the	matters resolved at	Article 142 All the matters resolved at the
the meeting of the	Board of Directors	meeting of the Board		of Directors shall be
shall be recorded	in the minutes of	recorded in the minutes of meeting. The
meeting. The Directors who attended the		Directors who attended the meeting, the
meeting, the secretary to the Board of		secretary to the Board of Directors and the
Directors and the note-taker shall sign on		note-taker shall sign on the minutes of
the minutes of meeting.		meeting.
...		The minutes of the meetings of the Board
		of Directors shall be	kept as company files
		for a period of not less than 10 years.
		...

– 154 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original	Amended Articles
Newly	added	Article 143 The minutes of the meetings of
		the Board of Directors shall include the
		following:
		(I) date, venue and method of convening of
		the meeting;
		(II) the issuance of the notice of the
		meeting;
		(III) convener and chairman of the
		meeting;
		(IV) names of the directors attending the
		meeting and names of the directors
		(proxies) appointed by others to attend the
		meeting of the Board of Directors;
		(V) agenda of the meeting;
		(VI) main points of the speeches of the
		directors; resolutions to be considered at
		the meeting, main points of the speeches
		and major opinions of directors;
		(VII) the means and result of voting of
		each resolution (the result of voting shall
		state the numbers of votes for, against or
		the resolutions or abstention);
		(VIII) other matters that the directors
		attending the meeting consider should be
		recorded.

– 155 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

Article 124 The Board of Directors shall establish special committees for audit, remuneration and nomination in accordance with relevant laws and regulations and the requirements of the Listing Rules. All members of the special committees shall be directors. The composition, duties, and rules of procedure of the special committees of the Board shall be resolved separately by the Board of Directors. These special committees are ad hoc committees under the Board of Directors to provide advice or advisory opinions for the Board of Directors on material decisions, or to exercise decision making power in respect to the authorised matters in accordance with the special powers bestowed by the Board of Directors.

Amended Articles

	Article 144 Board of Directors shall
	establish special committees for audit,
	remuneration and nomination in
	accordance with relevant laws and
	regulations and the requirements of the
	Listing Rules. All members of the special
	committees shall be directors. The
	composition, duties, and rules of
	procedure of the special committees of the
	Board shall be resolved separately by the
	Board of Directors. These special
	committees are ad hoc committees under
	the Board of Directors to provide advice or
	advisory opinions for the Board of
	Directors on material decisions, or to
	exercise decision making power in respect
	to the authorised matters in accordance
	with the special powers bestowed by the
	Board of Directors. The Audit Committee
	shall consist of non-executive directors
	and shall comprise at least three members,
	with its chairman and a majority of the
	members being independent
	non-executive directors, at least one of
	whom shall be an independent
	non-executive director with appropriate
	professional qualifications or appropriate
	accounting or related financial
	management expertise in compliance with
	the requirements of the Hong Kong Listing
	Rules.
	The majority of the members of the
	Nomination Committee shall be
	independent non-executive directors and
	the chairman shall be the chairman of the
	Board of Directors or an independent
	non-executive director.
	The majority of the members of the
	Remuneration Committee shall be
	independent non-executive directors and
	the chairman shall be an independent
	non-executive director. The Board of
	Directors is responsible for formulating
	the working procedures of the special
	committees and regulating the operation
	of the special committees.

– 156 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original Articles	Original Articles
	Chapter 12 Secretary to the Board of Directors	~~Chater12~~
	Article 125 The Company shall have one secretary to the Board of Directors. The secretary to the Board of Directors is a senior management officer of the Company.

– 157 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

Article 126 The secretary to the Board of Directors of the Company shall be a natural person with the requisite professional knowledge and experience, and shall be appointed by the Board of Directors. His or her primary duties include:

...

(VI) to be responsible for the confidentiality of the Company’s price-sensitive information, and formulate effective confidentiality systems and measures. To take necessary remedial measures, promptly explain and clarify any leaks of price-sensitive information caused by various reasons, and inform the stock exchange where the Company’s shares are listed as well as the CSRC;

(VII) to be responsible for coordinating the reception of visitors, maintaining contact with the news media, coordinating the answering of questions from the public, handling relations with intermediaries, regulatory authorities and the media and organising the reporting of relevant matters to the CSRC;

(VIII) to ensure that the register of members of the Company is properly established, and that persons entitled to access relevant records and documents of the Company may access such records and documents in a timely manner;

Amended Articles Article 146 ~~The secretary to the Board of Directors of the Company shall be a natural person with the requisite professional knowledge and experience, and shall be appointed by the Board of Directors.~~ The secretary to the Board of Directors shall be a person who, by virtue of his/her academic or professional qualifications or relevant experience, is, in the opinion of the stock exchange where the Company’s shares are listed, capable of discharging the duties of company secretary. His or her primary duties include: ...

– 158 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

(IX) to assist the directors and the general manager to effectively comply with domestic and foreign laws, regulations, these Articles of Association and other relevant provisions in the exercise of their powers. When he or she become aware that the company has made or may make a resolution in violation of the relevant provisions, be obliged to make a reminder in a timely manner and have the right to truthfully reflect the situation to the CSRC and other regulatory bodies;

Amended Articles

(IX) to assist the directors and the general manager to effectively comply with domestic and foreign laws, regulations, these Articles of Association and other relevant provisions in the exercise of their powers. When he or she become aware that the Company has made or may make a resolution in violation of the relevant provisions, be obliged to make a reminder in a timely manner and have the right to truthfully reflect the situation to the CSRC and other regulatory bodies;

...

Article 127 A director or other senior management of the Company (other than the general manager or the financial controller of the Company) may also serve as the secretary to the Board of Directors of the Company, provided that he/she must have sufficient energy and time to undertake the duties of the secretary to the Board of Directors. The accountants of the accounting firm engaged by the Company and the management personnel of the controlling shareholder of the Company shall not concurrently serve as the secretary to the Board of Directors of the Company.

Deleted

Where the secretary to the Board of the Company is concurrently served by a director, and if an act is required to be taken by a director and a secretary to the Board of the Company separately, the person who holds the office of director and secretary shall not perform the act in a dual capacity.

Chapter 13 General Manager and Other Senior Management Officers

~~Chapter 13~~ Chapter 8 General Manager and Other Senior Management Officers

– 159 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original Articles	Original Articles
	Article 128 The Company shall have one general manager who shall be appointed or dismissed by the Board. The Company may have several deputy general managers who are appointed or dismissed by the Board of Directors based on the nomination of the general manager; the deputy general managers shall assist the general manager and are accountable to him.
		Company.
	Newly added	Article 148 disqualification
		officers.
	Newly added
		Company.
	Newly added

– 160 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original Articles	Amended Articles
	Article 129 The general manager shall be	Article 151 The general manager of the
	accountable to the Board of Directors and	Company shall be accountable to the
	exercise the following functions and	Board of Directors and exercise the
	powers:	following functions and powers:
	(I) to be in charge of the production,	(I) to be in charge of the production,
	operation and management of the	operation and management of the
	Company, and to arrange proper	Company, arrange proper resources to
	resources to implement resolutions of the	implement resolutions of the Board of
	Board of Directors;	Directors, and report to the Board of
		Directors;
	(II) to arrange proper resources to
	implement the Company’s operational	(II) to arrange proper resources to
	plans and investment plans;	implement the Company’s annual
		operational plans and investment plans;
	(III) to draft the plan for the
	establishment of the Company’s internal	(III) to draft the plan for the establishment
	management structure;	of the Company’s internal management
		structure;
	(IV) to draft the plan for the
	establishment of basic management	(IV) to draft the plan for the establishment
	system of the Company;	of basic management system of the
		Company;
	(V) to formulate the basic regulations of
	the Company;	(V) to formulate the basic regulations of
		the Company;
	(VI) to propose the employment and
	dismissal of the deputy general	(VI) to propose to the Board of Directors
	managers and the financial controller of	the employment and dismissal of the
	the Company;	deputy general managers and the financial
		controller of the Company;
	(VII) to appoint or dismiss management
	staff other than those required to be	(VII) to appoint or dismiss management
	appointed or dismissed by the Board;	staff other than those required to be
		appointed or dismissed by the Board of
		Directors;

– 161 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original Articles	Amended Articles
	(VIII) To draft the salaries, benefits,	(VIII) to draft the salaries, benefits,
	rewards and punishments of the	rewards and punishments of the
	employees of the Company, to decide on	employees of the Company, to decide on
	the employment and dismissal,	the employment and dismissal, promotion
	promotion and downward	and downward reclassification, salary
	reclassification, salary increase and	increase and reduction, appointment,
	reduction, appointment, employment,	employment, termination and dismissal of
	termination and dismissal of the	the employees of the Company;
	employees of the company;
		(IX) to propose to convene extraordinary
	(IX) to propose to convene extraordinary	meetings of the Board of Directors;
	meetings of the Board of Directors;
		(X) to exercise other functions and powers
	(X) to exercise other functions and	conferred by these Articles of Association
	powers conferred by these Articles of	and the Board of Directors.
	Association and the Board of Directors.
		The general manager shall attend
		meetings of the Board of Directors.
	Article 130 The general manager shall	Deleted
	attend board meetings and, if the general
	manager is not a director, he shall not
	have voting right thereat.
	Newly added	Article 152 The general manager shall
		formulate his/her working rules, which
		shall come into effect upon approval by
		the Board of Directors.

– 162 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original	Amended Articles
Newly	added	Article 153 The working rules of general
		manager shall include the following:
		(I) conditions for the convening of and the
		procedure for the general manager’s
		meeting, and the personnel to attend the
		meeting;
		(II) specific duties and division of work of
		the general manager and other senior
		management officers;
		(III) the authority to utilize the Company’s
		funds and assets and to enter into material
		contracts, and the reporting system to the
		Board of Directors and the Board of
		Supervisors;
		(IV) Other matters which the Board of
		Directors considers necessary.
Newly	added	Article 155 The general manager can
		tender his/her resignation before the
		expiry of his/her term of office. The
		procedure for such resignation shall be
		governed by the employment contract
		between the general manager and the
		Company.
Newly	added	Article 156 According to the requirements
		of the Company, the Company shall
		determine the procedures for the
		appointment and dismissal of the deputy
		general manager, the relationship between
		the deputy general manager and the
		general manager and the responsibilities
		and authorities of the deputy general
		manager in these Articles of Association.

– 163 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original Articles	Original Articles
	Newly added

	Article 132 The general manager and other senior management of the Company, in performing their duties and exercising their powers, shall act honestly and diligently in accordance with laws, administrative regulations and these Articles of Association.
		the law.
	Chapter 14 Board of Supervisors	~~Chapter~~ ~~14~~ Supervisors
	Newly added
	Newly added

– 164 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original	Amended Articles
Newly	added	Article 160Supervisors shall observe laws,
		administrative regulations and these
		Articles of Association. They shall
		shoulder the duties of loyalty and due
		diligence to the Company, and shall not
		accept any bribery or other illegal income
		by using his/her powers and position, or
		seize the assets of the Company in any
		manner.

Newly	added	Article 161 The term of office of each
		supervisor shall be three years, renewable
		upon reelection after expiry.
		Where the tenure of supervisors expires
		and re-election has not yet been made, or
		where a supervisor resigns during his/her
		tenure resulting in the number of
		supervisors falls below the necessary
		quorum of meeting of the board of
		supervisors, the original supervisor shall
		(before the re-election of the new
		supervisor) continue to perform his/her
		duties as a supervisor pursuant to the
		provisions of laws, administrative
		regulations and these Articles of
		Association.

Newly	added	Article 162 Supervisors shall ensure that
		information disclosed by the Company is
		true, accurate and complete and he/she
		shall sign on the periodical report with
		written confirmation.

Newly	added	Article 163Supervisors shall not prejudice
		the interests of the Company by means of
		their connected relationship or they shall
		be liable for compensation for any loss
		caused to the Company.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Original Articles			Amended Articles	Amended Articles	Amended Articles
Newly added				Article 164 If	supervisors	have violated
				the provisions	of any laws, administrative
				regulations, departmental		rules or these
				Articles of Association in		the course of
				performing their duties, which has caused
				losses to the Company, they shall be liable
				for compensation.
Newly added				Section 2 Board of Supervisors
Article 133 The Company	shall	have a		Deleted
Board of Supervisors. It shall exercise
supervisory functions over	the Board of
Directors, its members	and	senior
management and the management of			the
Company to prevent them from abusing
their powers and infringing the rights
and interests of shareholders,			the
Company and its employees.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Article 134 The Board of Supervisors Article 165 The Company shall have a shall consist of three Supervisors, two of Board of Supervisors. The Board of whom shall be representatives of the Supervisors shall consist of three shareholders and one of whom shall be a Supervisors, two of whom shall be representative of the employees of the representatives of the shareholders and Company; the supervisors who are one of whom shall be a representative of representatives of shareholders shall be the employees of the Company, with the elected and dismissed by the proportion of employee representatives shareholders’ general meeting and the being at least one-third; the supervisors supervisor who is a representative of the who are representatives of shareholders employees shall be democratically shall be elected and dismissed by the elected and dismissed by the employees. shareholders’ general meeting and the Each supervisor shall serve for a term of supervisor who is a representative of the 3 years, and shall be eligible for employees shall be democratically elected re-election. and dismissed by the employees. ~~Each supervisor shall serve for a term of 3 years,~~ The Board of Supervisors shall have one ~~and shall be eligible for re-election.~~ chairman. The election or removal of the chairman of the Board of Supervisors The Board of Supervisors shall have one shall be determined by two-thirds[[1]] or chairman. The election or removal of the more of the members of the Board of chairman of the Board of Supervisors shall Supervisors. The meetings of the Board be determined by two-thirds[2] or more of of Supervisors shall be called and the members of the Board of Supervisors. presided over by the chairman of the The meetings of the Board of Supervisors Board of Supervisors; where the shall be called and presided over by the chairman of the Board of Supervisors is chairman of the Board of Supervisors; unable to perform his duties or fails to where the chairman of the Board of perform his duties, a supervisor jointly Supervisors is unable to perform his duties elected by more than half of the or fails to perform his duties, a supervisor Supervisors shall preside over the jointly elected by more than half of the meeting. Supervisors shall preside over the meeting. The directors, general manager and other senior management officers of the Company shall not concurrently act as supervisors.

The Board of Supervisors shall have one chairman. The election or removal of the chairman of the Board of Supervisors shall be determined by two-thirds[[1]] or more of the members of the Board of Supervisors. The meetings of the Board of Supervisors shall be called and presided over by the chairman of the Board of Supervisors; where the chairman of the Board of Supervisors is unable to perform his duties or fails to perform his duties, a supervisor jointly elected by more than half of the Supervisors shall preside over the meeting.

1 In accordance with Article 5 of the Letter of Opinion on Supplements and Amendments and Rule d(i), Section 1 of Appendix 13d of the Listing Rules, Article 117 of the Company Law provides that “the chairman and deputy chairman of the Board of Supervisors shall be elected by a majority of all members of Board of Supervisors”. As the provisions of the Letter of Opinion on Supplements and Amendments and the Listing Rules are more stringent than the provisions of the Company Law, the provisions of the Letter of Opinion on Supplements and Amendments and the Listing Rules are adopted herein and will be amended accordingly as the Letter of Opinion on Supplements and Amendments and the Listing Rules are amended.

2 In accordance with Article 5 of the Letter of Opinion on Supplements and Amendments ~~and Rule d(i), Section 1 of Appendix 13d of the Listing Rules~~ , Article 117 of the Company Law provides that “the chairman and deputy chairman of the Board of Supervisors shall be elected by a majority of all members of Board of Supervisors”. As the provisions of the Letter of Opinion on Supplements and Amendments ~~and the Listing Rules~~ are more stringent than the provisions of the Company Law, the provisions of the Letter of Opinion on Supplements and Amendments ~~and the Listing Rules~~ are adopted herein and will be amended accordingly as the Letter of Opinion on Supplements and Amendments ~~and the Listing Rules~~ are amended.

– 167 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Article 135 The directors and senior Deleted management officers of the Company shall not concurrently act as supervisors. Article 136 The Board of Supervisors Article 166 The Board of Supervisors shall shall convene at least once meeting every convene at least once meeting every six six months, which shall be called by the months, which shall be called by the chairman of the Board of Supervisors. chairman of the Board of Supervisors. The supervisors can propose to convene The supervisors can propose to convene ad ad hoc meetings of the Board of hoc meetings of the Board of Supervisors. Supervisors. ~~Where the chairman of the Board of~~ Where the chairman of the Board of ~~Supervisors is unable to perform his duties~~ Supervisors is unable to perform his ~~or fails to perform his duties, a supervisor~~ duties or fails to perform his duties, a ~~jointly elected by more than half of the~~ supervisor jointly elected by more than ~~supervisors shall preside over the~~ half of the supervisors shall preside over ~~meeting.~~

Where the chairman of the Board of Supervisors is unable to perform his duties or fails to perform his duties, a supervisor jointly elected by more than half of the supervisors shall preside over the meeting.

– 168 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles		Amended Articles	Amended Articles
Article 137 The Board of Supervisors		Article 167 The Board of Supervisors shall
shall be responsible to the shareholders’		be responsible to the shareholders’ general
general meeting and exercises	the	meeting and exercises the following
following powers:		functions and powers:
(I) to examine the financial affairs of	the	(I) to examine the	financial affairs of the
company;		Company;

(II) to monitor any acts on the part of directors, general manager and other senior management officers in their performance of duties that may violate the laws, administrative regulations and these Articles of Association; (III) to require the director, general manager and other senior management of the Company to make rectifications if his or her act is detrimental to the interests of the company;

(V) to propose the convening of an extraordinary general meeting;

(VI) to represent the Company in dealings with directors or to bring an action against directors and senior management in accordance with Article 151 of the Company Law;

(II) to monitor any acts on the part of directors and senior management officers in their performance of duties and propose the dismissal of directors, general manager and other senior management officers who have violated the laws, administrative regulations and these Articles of Association or resolutions passed by the shareholders’ general meeting;

(III) to require the director and senior management officers of the Company to make rectifications if his or her act is detrimental to the interests of the Company;

(IV) to review financial information such as financial reports, operation reports and profit distribution plans to be submitted by the Board of Directors to the shareholders’ general meetings; to conduct investigation if there is any doubt in the Company’s operations and engage certified public accountants and practicing auditors in the name of the Company to assist their review if necessary; (V) to propose the convening of an extraordinary general meeting, and convene and chair of shareholders’ general meetings in the event of the Board of Directors having failed to do so pursuant to the Company Law;

– 169 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original	Original	Original	Articles	Articles	Articles		Amended Articles
(VII) other	functions and					powers as	is	(VI) to represent the Company in dealings
stipulated		by	laws,		administrative			with directors or to bring an action against
regulations		and		these		Articles	of	directors and senior management officers
Association.								in accordance with Article 151 of the
								Company Law;
Supervisors		shall present at				the meetings
of the Board		of Directors.						(VII) to audit the periodical reports of the
								Company prepared by the Board of
								Directors and express their opinions in
								writing;
								(VIII) to put forward proposals to a
								shareholders’ general meeting;
								~~(VII) ~~(IX) other functions and powers as is stipulated by laws, administrative
								regulations and these Articles of
								Association.
								~~Supervisors shall present at the meetings~~
								~~of the Board of Directors.~~
Newly added								Article 168Supervisors shall present at the
								meetings of the Board of Directors and
								make inquiry or proposal in respect of the
								Board of Directors’ resolutions.

Newly added								Article 169 The Board of Supervisors shall
								formulate rules of procedure for meetings
								of the Board of Supervisors and shall
								clarify methods for business discussions
								and voting procedures to ensure the work
								efficiency and scientific decision making
								of the Board of Supervisors.

– 170 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Article 138 A meeting of the Board of Article 170 A meeting of the Board of Supervisors shall be convened by giving Supervisors shall be convened by giving written notice to all supervisors not less written notice to all supervisors not less than 10 days before the meeting. If the than 10 days before the meeting. If the situation is urgent and an ad hoc meeting situation is urgent and an ad hoc meeting of the Board of Supervisors needs to be of the Board of Supervisors needs to be held as soon as possible, the delivery of held as soon as possible, the delivery of notice of the meeting may be exempted notice of the meeting may be exempted from the time limit in the preceding from the time limit in the preceding paragraph, but the effective delivery to paragraph, but the effective delivery to the the directors and supervisors must be directors and supervisors must be ensured ensured before the meeting and that an before the meeting and that an explanation explanation shall be given at the shall be given at the meeting. meeting. A meeting of the Board of Supervisors A meeting of the Board of Supervisors shall only be held with the attendance of shall only be held with the attendance of over two-thirds of the members thereof. over two-thirds of the members thereof. Resolutions of the Board of Supervisors Resolutions of the Board of Supervisors shall be adopted by a vote of at least shall be adopted by a vote of at least two-thirds of the members thereof.[4] two-thirds of the members thereof.[3] The Board of Supervisors shall maintain minutes of the meetings so as to record the decisions on the matters considered. Participating supervisors shall initiate the minutes for confirmation. Any supervisor shall be entitled to have an explanatory note made in the minutes regarding his/her speech at the meeting. The minutes of the meetings of the Board of Supervisors shall be kept as company files for a period of not less than 10 years.

3 In accordance with Article 6 of the Letter of Opinion on Supplements and Amendments and Rule (d)(ii), Section 1 of Appendix 13d of the Listing Rules, Article 119 of the Company Law provides that “resolutions of the Board of Supervisors shall be adopted by more than half of the members thereof.” As the provisions of the Letter of Opinion on Supplements and Amendments and the Listing Rules are more stringent than the provisions of the Company Law, the provisions of the Letter of Opinion on Supplements and Amendments and the Listing Rules are adopted herein and will be amended accordingly as the Letter of Opinion on Supplements and Amendments and the Listing Rules are amended.

4 In accordance with Article 6 of the Letter of Opinion on Supplements and Amendments ~~and Rule (d)(ii), Section 1 of Appendix 13d of the Listing Rules~~ , Article 119 of the Company Law provides that “resolutions of the Board of Supervisors shall be adopted by more than half of the members thereof.” As the provisions of the Letter of Opinion on Supplements and Amendments ~~and the Listing Rules~~ are more stringent than the provisions of the Company Law, the provisions of the Letter of Opinion on Supplements and Amendments ~~and the Listing Rules~~ are adopted herein and will be amended accordingly as the Letter of Opinion on Supplements and Amendments ~~and the Listing Rules~~ are amended.

– 171 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles		Amended Articles
Article 140 Supervisors shall observe	Deleted
laws, administrative regulations and
these Articles of Association, and
faithfully performs their supervisory
duties.
Newly added	Article 172The notice of the meeting of the
	Board of Supervisors shall contain the
	following:
	(I) date, venue and duration of the
	meeting;
	(II) the reasons for and matters to be
	considered	at the meeting;
	(III) the date on which such notice is
	dispatched.
Chapter 15 Qualifications and Duties of	Deleted
the Directors, Supervisors and Senior
Management Members of the Company
Article 142 The validity of an act of a	Deleted
director, general manager or other senior
management of the Company on behalf
of the Company shall not, vis-à-vis a
bona fide third party, be affected by any
non-compliance in his or her holding of
such office, election or qualification.

– 172 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Article 143 In addition to obligations Deleted imposed by laws, administrative regulations or the listing rules of the place where the Company’s shares are listed, the directors, supervisors and senior management shall owe each shareholder the following obligations in the exercise of the duties and powers granted to them by the Company: (I) not to cause the Company to exceed the scope of business stipulated in its business license; (II) act honestly in the best interests of the Company; (III) not to deprive the Company of its assets in any manner, including, but not limited to, any opportunity favourable to the Company; (IV) not to deprive another shareholder of his individual interest, including but not limited to any allocation right and voting right, but excluding any corporate restructuring proposal made at the shareholders’ general meeting in accordance with these Articles of Association.

– 173 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Article 146 Directors, supervisors, Deleted general manager and other senior management members of the Company shall not direct the following persons or organisations (“Associates”) to engage in activities prohibited for directors, supervisors, general manager and other senior management members of the Company: (I) the spouse or minor child of a director, supervisor or other senior management of the Company; (II) trustees of directors, supervisors or other senior management members of the Company or of such persons as described in item (I) of this Article;

(III) partners of directors, supervisors or other senior management members of the Company or of such persons as described in item (I) or (II) of this Article;

(IV) the company which is in de facto control solely by a director, supervisor or other senior management of the Company, or jointly with any person mentioned in items (I), (II) and (III) of this Article or other directors, supervisors or other senior management of the Company;

(V) the directors, supervisors or other senior management of a company being controlled as mentioned in item (IV) of this Article.

– 174 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Article 147 The fiduciary duties of the Deleted directors, supervisors and other senior management of the Company may not necessarily cease with the termination of their term of office. The duty of confidentiality in relation to trade secrets of the Company will survive and remain in force even after the termination of their term of office. The duration of the other obligations and duties shall be determined in accordance with the principle of fairness, taking into account of the lapse between the time when he leaves the office and the occurrence of the relevant event, and the situation and the circumstances and terms under which his relation with the Company was ended. Article 148 The shareholders with full Deleted knowledge of the relevant circumstances may at the general meeting relieve a director, supervisor and any other senior officer of the Company of his liability as a result of his violation of any specific duty, save as the circumstance as is stipulated in Article 59 of these Articles of Association.

– 175 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

Article 149 Where a director, supervisor or other senior management of the Company has a material interest, directly or indirectly, in a concluded or proposed contract, transaction or arrangement with the Company (other than an employment contract between the Company and the director, supervisor or other senior management), no matter whether the relevant matter is required to be approved or consented by the Board of Directors, such person shall disclose the nature and extent of his or her interest to the Board of Directors as soon as possible.

Amended Articles Deleted

Unless the interested director, supervisor or other senior management of the Company has disclosed his or her interest to the Board of Directors as required under the preceding paragraph of this Article, and the matter has been approved by the Board of Directors at a meeting where such person has not been counted in the quorum and has refrained from voting, the Company shall have the right to revoke the contract, transaction or arrangement, except where the counterparty is a bona fide party acting without knowledge of the breach in obligation by the relevant director, supervisor or other senior management.

Where the Associates of the directors, supervisors and other senior management members of the Company have interests in such contracts, transactions or arrangements, such directors, supervisors and other senior management members shall also be deemed to be interested.

– 176 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Article 150 Where a director, supervisor Deleted or other senior management of the Company has notified the Board of Directors by way of a written notice before the Company considers to enter into the relevant contract, transaction or arrangement for the first time, declaring that due to the contents stated in the notice, there will be a conflict of interest between the Company and him or her when the contract, transaction or arrangement is concluded in future, the relevant director, supervisor or other senior management shall be deemed to have made a disclosure on his or her interest as required by the preceding Article of this Chapter within the scope as explained in such notice. Article 151 The Company shall not, in Deleted any manner, perform tax duties for its directors, supervisors, general manager and other senior management members.

– 177 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Article 152 The Company shall not Deleted directly or indirectly provide loans or loan guarantees to a director, supervisor or other senior management of the Company or its parent company; and shall not provide loans or loan guarantees to the Associates of the aforesaid persons.

The provisions of the preceding paragraph are not applicable to the following circumstances:

(I) the provision of a loan or loan guarantee by the Company to its subsidiary; (II) the provision of a loan or loan guarantee or any other fund by the Company to a director, supervisor or other senior management of the Company pursuant to an employment contract approved by the general meeting to enable such person to pay for the expenses incurred for the sake of the Company or for the performance of his or her duties in relation to the Company;

(III) if the ordinary course of the business of the Company includes the lending of money and the provision of loan guarantee, the Company may make a loan to the relevant directors, supervisors, general manager and other senior management members or their respective associates, provided that they are on normal commercial terms.

Article 153 Any person who receives funds from a loan which has been made by the Company acting in breach of the preceding Article shall, irrespective of the terms of the loan, forthwith repay such funds.

Deleted

– 178 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original Articles			Amended Articles
	Article 154A loan guarantee provided by	Deleted
	the Company in violation of the
	provisions in the first paragraph of
	Article 152(I) of these Articles of
	Association shall not be enforceable
	against the Company, save in respect of
	the following circumstances:
	(I) the guarantee was provided in
	connection with a loan which was made
	to an Associate of any of the directors,
	supervisors and other senior
	management members of the Company
	or of the Company’s parent company and
	the lender of such funds did not know of
	the relevant circumstances at the time of
	the loan;
	(II) the collateral provided by the
	Company has been legally sold to a bona
	fide purchaser by the lender of such loan.
	Article 155 For the purpose of the	Deleted
	foregoing provisions of this Chapter, a
	“guarantee“ includes an undertaking or
	property provided to secure the
	obligator ’s performance of his
	obligations.

– 179 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Article 156 Where a director, supervisor Deleted or other senior management of the Company has breached his or her obligations to the Company, in addition to any rights and remedies provided by laws and administrative regulations, the Company shall have the right to adopt the following measures: (I) to demand such director, supervisor, general manager or senior management to compensate for the losses sustained by the Company as a result of such breach; (II) to rescind the contract or transaction concluded between the Company and the relevant director, supervisor or senior management, and the contract or transaction concluded between the Company and the third party (where such third party knows or shall have known that the director, supervisor or senior management representing the Company has breached his or her obligations to the Company);

(III) to demand such director, supervisor, general manager or senior management to surrender the profits made as result of the breach of his duty;

(IV) to recover any amounts received by the relevant director, supervisor or senior management that should have been received by the Company, including but not limited to commissions;

(V) to demand the relevant director, supervisor or senior management to return the interest earned or possibly earned on the amounts that should have been handed back to the Company;

(VI) to request for judgment through legal proceedings that the possessions acquired by directors, supervisors and other senior management through their breach of duties shall belong to the Company.

– 180 –

APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Article 157 The Company shall enter into Deleted a written contract with each of its directors, supervisors and senior management which shall include, as a minimum, the following provisions: (I) an undertaking by the director, supervisor and senior management officer to the Company to observe Company Law, the Special Regulations, these Articles of Association, the Codes on Takeover and Mergers, the Codes on Share Repurchases and other rules of the Stock Exchange of Hong Kong, and an agreement that the Company shall have the remedies provided in these Articles of Association, and that neither the contract nor his office is capable of assignment;

(II) an undertaking by the director, supervisor and senior management officer to the Company to each shareholder to observe and perform his obligations in accordance with the Articles of Association;

(III) relevant arbitration clauses as provided in the Listing Rules.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Article 158 The Company shall, with the Deleted prior approval of shareholders in a general meeting, enter into a written contract with its directors and supervisors regarding his emoluments. The aforesaid emoluments shall include: (I) emoluments in respect to his service as director, supervisor or senior management of the Company; (II) emoluments in respect to his service as director, supervisor or senior management of any subsidiary of the Company; (III) emoluments in respect of the provision of other services for the management of the Company and its subsidiaries;

(IV) the amount of compensation received by the director or supervisor for his or her loss of office or retirement.

Except pursuant to the aforesaid contracts, the directors and supervisors shall not initiate a lawsuit against the Company for benefits payable to them on the basis of the aforesaid matters. The Company shall, on a regular basis, disclose to shareholders the remunerations obtained by the directors, supervisors and senior management officers from the Company.

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COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Article 159 The contract for emoluments entered into between the Company and its directors or supervisors shall provide that in the event of a takeover of the Company, the Company’s directors and supervisors shall, subject to the prior approval of the general meeting, have the right to receive compensation or other payments for their loss of office or retirement. A takeover of the Company mentioned in the preceding paragraph shall refer to any of the following circumstances:

(I) an offer made by any person to all shareholders;

(II) an offer made by any person such that the offer or will become the controlling shareholder. The term “controlling shareholder“ shall have the same meaning as defined in Article 60 of these Articles of Association.

If the relevant director or supervisor fails to comply with this Article, any amounts received by him or her shall belong to those persons who have sold their shares as a result of their acceptance of the aforesaid offer, and the expenses incurred in distributing such amounts on a pro-rata basis shall be borne by the relevant director or supervisor and may not be deducted from such amounts.

Chapter 16 Financial and Accounting System and Profit Distribution Newly added

Amended Articles Deleted ~~Chapter 16~~ Chapter 10 Financial and Accounting System, Profit Distribution and Audit Section 1 Financial and Accounting System

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COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles		Amended Articles
Article 161At the end of each accounting		Article 174 At the end of each accounting
year, the Company shall prepare	a	year, the Company shall prepare a
financial report which shall be examined		financial report which shall be examined
and verified in the manner prescribed by		and verified in the manner prescribed by
law by an accounting firm.		law by an accounting firm.
The financial report of the Company		The financial accounting reports shall be
shall comprise the following financial		prepared in accordance with the laws,
accounting statements and subsidiary		administrative regulations and the
schedules:		provisions formulated by the financial
		authority under the State Council.
(I) balance sheet;
		~~The financial report of the Company shall~~
(II) profit and loss account;		~~comprise~~ ~~the~~ ~~following~~ ~~financial~~
		~~accounting statements and subsidiary~~
(III) cash flow statement;		~~schedules:~~
(IV) profit distribution statement;		~~(I) balance sheet;~~
(V) financial fact sheet.		~~(II) profit and loss account;~~
		~~(III) cash flow statement;~~
		~~(IV) profit distribution statement;~~
		~~(V) financial fact sheet.~~

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	Original Articles	Original Articles
	Article 162 At each annual general meeting, the Board of Directors of the Company shall submit to the shareholders a financial report prepared by the Company in accordance with the relevant laws, administrative regulations, and regulatory documents promulgated by local governments and competent authorities.	Article 175 ~~meetinthe~~

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Original Articles

Article 163 The Company’s financial reports shall be made available for shareholders’ inspection at the Company 20 days before the date of every shareholders’ annual general meeting. Each shareholder of the Company is entitled to receive a copy of the financial report as mentioned in this Chapter.

The Company shall, at least 21 days before the annual general meeting, publish the aforesaid report or report of the Board of Directors together with the financial statements of the Company on the website of the stock exchange where the shares of the Company are listed and on the website of the Company or deliver to each shareholder of overseas listed foreign invested shares by hand or by prepaid mail, in such manner as may be approved by the relevant regulatory authority in the place where the shares of the Company are listed or as provided in these Articles of Association, to the address registered in the register of shareholders.

Amended Articles Article 176 ~~The Company’s financial reports shall be made available for shareholders’ inspection at the Company 20 days before the date of every shareholders’ annual general meeting. Each shareholder of the Company is entitled to receive a copy of the financial report as mentioned in this Chapter.~~ The Company shall, at least 21 days before the annual general meeting, publish the aforesaid report or report of the Board of Directors together with the financial statements of the Company on the website of the stock exchange where the shares of the Company are listed and on the website of the Company ~~or deliver to each shareholder of overseas listed foreign invested shares by hand or by prepaid mail, in such manner as may be approved by the relevant regulatory authority in the place where the shares of the Company are listed or as provided in these Articles of Association, to the address registered in the register of shareholders~~ .

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Original Articles			Amended Articles	Amended Articles
Article 164 The financial statements of	Deleted
the Company shall be prepared in
accordance with PRC accounting
principles and regulations. The financial
statements of the Company shall, in
addition to being prepared in accordance
with PRC accounting principles and
regulations, be prepared in accordance
with either international accounting
principles, or those of the place where
the Company’s shares are listed. If there
is any material difference between the
financial statements prepared in
accordance with the two accounting
principles, such difference shall be stated
in the financial statements.
Article 165 Any interim results or	Deleted
financial information published or
disclosed by the Company shall be
prepared in accordance with PRC
accounting principles and regulations.
Article 166 The Company shall publish	Deleted
its financial reports twice, namely, the
interim financial report shall be
published within 60 days after the end of
the first six months of each accounting
year and the annual financial report shall
be published within 120 days after the
end of each accounting year.
Article 167 The Company shall not	Article	177	The	Company	shall not
establish accounting books other than	establish	accounting books other than the
the statutory accounting books.	statutory	accounting books. The assets of
	the Company		shall	not be deposited in an
	account maintained in the name of any
	individual.

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Original Articles Amended Articles Article 168 The Company’s reserves shall Deleted be classified as surplus reserves and capital reserves. The surplus reserves shall be classified as statutory surplus reserves and discretionary surplus reserves. Capital reserve shall include the following items:

(I) premium on shares issued at a price exceeding the par value;

(II) any other income designated for the capital reserve by the regulations of the competent finance department of the State Council.

Article 169 In distributing its after-tax profits, the Company shall allocate ten percent of its after-tax profits to the statutory surplus reserve fund of the Company. Allocation to the Company’s statutory surplus reserve fund may be waived once the cumulative amount of funds therein exceeds 50% of the Company’s registered capital.

Article 178 In distributing its after-tax profits, the Company shall allocate ten percent of its after-tax profits to the statutory surplus reserve fund of the Company. Allocation to the Company’s statutory surplus reserve fund may be waived once the cumulative amount of funds therein exceeds 50% of the Company’s registered capital.

Where the statutory common reserve fund of the Company is not sufficient to cover the Company’s loss from the previous year, the current year profits shall be used to cover such loss before allocation is made to the statutory common reserve fund pursuant to the preceding paragraph.

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Original Articles

After allocation to the statutory surplus reserve fund has been made from the after-tax profits of the Company, discretionary surplus reserve fund may be allocated subject to resolution of the shareholders’ general meeting. If the shareholders’ general meeting or the Board of Directors, in violation of the preceding paragraph, distributes profits to shareholders before covering losses of the Company and making allocation to the Company’s statutory common reserve fund, the profit so distributed must be returned to the Company.

No profit shall be distributed in respect of the Company’s shares held by the Company.

Amended Articles After allocation to the statutory surplus reserve fund has been made from the after-tax profits of the Company, discretionary surplus reserve fund may be allocated subject to resolution of the shareholders’ general meeting.

After making up for the losses and making contributions to the surplus reserve, the Company shall distribute any remaining profits after tax to the shareholders in proportion to their respective shareholdings, save for distribution which is not made in proportion to shareholdings as specified in these Articles of Association.

If the shareholders’ general meeting or the Board of Directors, in violation of the preceding paragraph, distributes profits to shareholders before covering losses of the Company and making allocation to the Company’s statutory common reserve fund, the profit so distributed must be returned to the Company.

No profit shall be distributed in respect of the Company’s shares held by the Company.

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	Original Articles	Original Articles
	Article 173 Dividends shall be distributed to shareholders in proportion to their shareholding within 6 months of the end of each financial year. Unless otherwise resolved by the shareholders’ general meeting, the shareholders’ general meeting may authorise the Board of Directors to distribute interim or special dividends. No interest shall be payable in respect of dividends of the Company unless the dividend is not paid by the Company to the members on the date on which the dividend becomes payable by the Company.	Article 182 plan has
	Article 174 The Company may distribute dividend in the form of one of the following (or a combination of both): (I) cash; (II) shares.

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Original Articles

Article 175 The cash dividend and other amount paid by the Company to the holders of domestic shares shall be paid in Renminbi. The cash dividend and other amounts paid by the Company to the holders of overseas listed foreign invested shares and H Shares shall be denominated and declared in Renminbi and paid in Hong Kong Dollars.

The foreign currency required for the payment by the Company to holders of foreign shares and H Shares shall be arranged in accordance with the provisions of the People’s Republic of China in relation to foreign exchange administration.

Unless otherwise provided by relevant laws and administrative regulations, where cash dividends and other payments are made in foreign currencies, the exchange rate shall be the five-day average price of such foreign currencies against RMB as published by the People’s Bank of China in five working days prior to the date of declaration of such payments.

Amended Articles

Article 184 The cash dividend and other amount paid by the Company to the holders of ~~domestic~~ non-Hong Kong listed shares, shall be paid in Renminbi. The cash dividend and other amounts paid by the Company to the holders of ~~overseas listed foreign invested shares and~~ H Shares shall be denominated and declared in Renminbi and paid in Hong Kong Dollars.

The foreign currency required for the payment by the Company to holders of ~~foreign shares and~~ H Shares shall be arranged in accordance with the provisions of the PRC in relation to foreign exchange administration.

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Original Articles

Amended Articles

Article 186 The Company shall appoint one or more receiving agents ~~for the holders of the foreign invested Shares~~ in Hong Kong. Such receiving agents shall receive the dividends declared by the Company in respect of ~~foreign invested~~ shares listed in Hong Kong and other moneys payable thereon and who shall hold such moneys in trust for such shareholders pending payment to such holders.

Article 177 The Company shall appoint receiving agents for the holders of the foreign invested Shares. Such receiving agents shall receive the dividends declared by the Company in respect of the foreign invested shares and other moneys payable thereon and who shall hold such moneys in trust for such shareholders pending payment to such holders.

The receiving agents appointed by the Company shall meet the requirements of the laws or the relevant provisions of the stock exchanges in the place where the Company is listed.

Company shall meet the requirements of the laws or the relevant provisions of the stock exchanges in the place where the Company is listed. The receiving agents appointed for holders of H Shares shall each be a company registered as a trust company under the Trustee Ordinance of Hong Kong.	~~The receiving agents appointed by the~~ ~~Company shall meet the requirements of~~ ~~the laws or the relevant provisions of the~~ ~~stock exchanges in the place where the~~ ~~Company is listed.~~ ~~The~~ ~~receiving~~ ~~agents~~ ~~appointed~~ ~~for~~ ~~holders of H Shares shall each be a~~ ~~company registered as a trust company~~ ~~under the Trustee Ordinance of Hong~~ ~~Kong.~~
Newly added	Section 2 Internal Audit
Newly added	Article 187 The Company maintains an internal audit system, with professional audit personnel performing internal audit on the financial income and expenses and economic activities of the Company.
Newly added	Article 188 The internal audit system and the duties of audit personnel shall be implemented upon the approval of the Board of Directors. The head of audit shall be accountable and report to the Board of Directors.

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Original Articles

Amended Articles

Chapter 17 Appointment of Accounting
Firm

~~Chapter 17 ~~Section 3 Appointment of
Accounting Firm

Article 178 The Company shall appoint
an independent accounting firm which is
qualified under the relevant national
regulations to audit the Company’s
annual financial statements, and to
review the Company’s other financial
statements.
The Company’s first accounting firm
may be appointed by inaugural meeting
prior to the first annual general meeting,
and the accounting firm so appointed
shall hold office until the conclusion of
the first annual general meeting.
If the inaugural meeting fails to exercise
the aforesaid functions and powers,
those functions and powers shall be

Article 189 ~~The Company shall appoint an~~
~~independent accounting firm which is~~
~~qualified under the relevant national~~
~~regulations to audit the Company’s annual~~
~~financial statements, and to review the~~
~~Company’s other financial statements.~~
~~The Company’s first accounting firm may~~
~~be appointed by inaugural meeting prior~~
~~to the first annual general meeting, and the~~
~~accounting firm so appointed shall hold~~
~~office until the conclusion of the first~~
~~annual general meeting.~~
~~If the inaugural meeting fails to exercise~~
~~the aforesaid functions and powers, those~~
~~functions and powers shall be exercised by~~
~~theBoardofDirectors~~

If the inaugural meeting fails to exercise the aforesaid functions and powers, those functions and powers shall be exercised by the Board of Directors.

The Company shall engage an accounting firm that complies with the requirements of the Securities Law and the Listing Rules to carry out accounting statements audit, net assets verification and other related advisory services, etc., for a term of one year, which may be renewed.

The appointment, removal and remuneration of the accounting firm must be approved by the shareholders holding more than one-half of the voting rights of the Company or by other organizations independent of the Board of Directors (e.g. the Board of Supervisors).

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Original Articles Amended Articles Article 179 The accounting firm Deleted appointed by the Company shall hold their position from the conclusion of the annual general meeting at which the appointment is made until the conclusion of the next annual general meeting. Newly added Article 190 The Company’s engagement of an accounting firm shall be subject to the resolution of the general meeting, and the Board of Directors shall not engage the accounting firm until the shareholders’ general meeting makes its decision. Article 180 The accounting firm Article 191 ~~The accounting firm appointed~~ appointed by the Company shall have ~~by the Company shall have the following~~ the following rights: ~~rights:~~

Article 180 The accounting firm appointed by the Company shall have the following rights:

(I) to review the books, records and documents of the Company at any time, the right to require the directors, general managers or other senior management officers of the Company to provide relevant information and explanation;

(II) to require the Company to take all reasonable steps to obtain from the Company’s subsidiaries such information and explanation as are necessary for the purpose of discharging its duties;

(III) to attend the general meetings and to receive all notices of, and other information relating to, the meetings that any shareholder is entitled to, and to speak at any general meeting in relation to matters concerning its role as the Company’s appointed accounting firm.

The Company shall provide the accounting firm appointed with true and complete accounting vouchers, accounting books, financial and accounting reports and other accounting information. The Company shall not refuse to provide or hide the same or make false reports.

~~(I) to review the books, records and documents of the Company at any time, the right to require the directors, general managers or other senior management officers of the Company to provide relevant information and explanation;~~

~~(II) to require the Company to take all reasonable steps to obtain from the Company’s subsidiaries such information and explanation as are necessary for the purpose of discharging its duties;~~

~~(III) to attend the general meetings and to receive all notices of, and other information relating to, the meetings that any shareholder is entitled to, and to speak at any general meeting in relation to matters concerning its role as the Company’s appointed accounting firm.~~

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Original Articles Amended Articles Article 181 If there is a vacancy in the Deleted position of accounting firm of the Company, the Board of Directors may appoint an accounting firm to fill such vacancy before the convening of the shareholders general meeting. Any other accounting If the Company has other incumbent accounting firms during the vacancy period, such accounting firms may continue to act. Article 182 The shareholders in a general Deleted meeting may by ordinary resolution remove an accounting firm before the expiration of its term of office, irrespective of the provisions in the contract between the firm and the Company. However, the accounting firm’s right to claim for damages which arise from its removal shall not be affected thereby. Article 183 The remuneration of an Article 192 The remuneration of an accounting firm or the manner in which accounting firm or the manner in which such remuneration is to be decided shall such remuneration is to be decided shall be determined by ordinary resolutions be determined by the shareholders’ passed on the shareholders’ general general meeting. The remuneration of an meeting. ~~The remuneration of an~~ accounting firm appointed by the Board ~~accounting firm appointed by the Board of~~ of Directors shall be determined by the ~~Directors shall be determined by the Board~~ Board of Directors. ~~of Directors.~~

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Original Articles

Amended Articles

Newly added

Article 193 If the Company intends to
terminate
or
cease
to
renew
the
engagement of an accounting firm, a
notice 15 days prior to the termination of
engagement or renewal shall be given to
that accounting firm. The accounting firm
shall be entitled to make a statement at the
shareholders’ general meeting at the time
of voting upon ceasing the engagement of
such public accountants’ firm.
Where
the
accounting
firm
tenders
resignation,
it
shall
explain
to
the
shareholders’ general meeting whether
there are any improper practices of the
Company.

Article 184The Company’s appointment,

Deleted

Article 184 The Company’s appointment, removal and non-reappointment of an accounting firm shall be resolved by a shareholder ’ general meeting. Such resolution shall be filed with the securities authority of the State Council.

Where a resolution at a shareholders’ general meeting is passed to appoint an accounting firm other than the incumbent accounting firm to fill a casual vacancy in the office of the accounting firm, to re-appoint an accounting firm that was appointed by the Board of Directors to fill a casual vacancy, or to remove an accounting firm before the expiration of its term of office, the following provisions shall apply:

(I) Before notice of meeting is given to the shareholders, a copy of the appointment or removal proposal shall be sent to the accounting firm proposed to be appointed or proposed to leave its post or the accounting firm which has left its post in the relevant accounting year (leaving includes leaving by removal, resignation and retirement).

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Original Articles

Amended Articles

(II) If the accounting firm leaving its post makes representations in writing and requests the Company to notify its shareholders of such representations, the Company shall (unless the written representations were received too late) take the following measures:

in any notice of meeting held for making the resolution, state the fact that the departing accounting firm has made such representations;
attach a copy of the representations to the notice and send it to every shareholder entitled to notice of general meeting in the manner stipulated in these Articles of Association.

(III) If the Company fails to send out the accounting firm’s representations in the manner set out in item (II) of this Article, such accounting firm may require that the representations be read out at the shareholders’ general meeting and may make further representations.

(IV) An accounting firm that is leaving its post shall be entitled to attend:

the general meeting at which its term of office would otherwise have expired;
the shareholders’ general meeting at that it is proposed to fill the vacancy caused by its removal;
the shareholders’ general meeting that is convened as a result of its resignation.

The accounting firm shall be entitled to receive all notices of, and other communications relating to, such meetings, and to speak at such meetings in relation to matters concerning its role as the former accounting firm of the Company.

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Original Articles

Article 185 If the Company proposes to remove the accounting firm or not to renew the appointment thereof, it shall notify the accounting firm in advance, and the latter has the right to state its opinions to the shareholders’ general meeting. If the accounting firm resigns, it shall make clear to the shareholders’ general meeting whether there is any impropriety on the part of the Company.

Deleted

Amended Articles

The accounting firm may resign from its office by depositing the written notice of resignation at the registered address of the Company. The notice shall become effective on the date of such deposit or such later date stipulated in such notice. The notice shall contain the following statements:

a statement to the effect that there are no circumstances connected with its resignation that it considers should be brought to the attention of the shareholders or creditors of the Company;
a statement of any such circumstances that should be explained.

The Company shall, within 14 days of the receipt of the written notice referred to in Article 184 of these Articles of Association, send a copy of the notice to the relevant competent authority. If the notice contains a statement under Article 184 (II) of these Articles of Association, a copy of such statement shall be placed at the Company for shareholders’ inspection. The Company shall also send a copy of such statement by prepaid mail to every holder of H Shares at the address recorded in the register of shareholders, or despatch such statement in other ways stipulated in these Articles of Association.

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Original Articles Amended Articles If the accounting firm’s notice of resignation contains a statement of any such circumstances that should be explained, the accounting firm may request the Board of Directors to convene an extraordinary general meeting for the purpose of giving an explanation of the circumstances in connection with its resignation. Chapter 18 Merger and Division of the ~~Chapter 18~~ Chapter 11 Merger, Division, Company Capital Increase and Capital Reduction of the Company Article 186 The or division of the Deleted

Article 186 The merger or division of the Company shall be proposed by the Board, and upon approval in accordance with the procedures provided in these Articles of Association, it shall go through relevant review and approval formalities according to the laws. Any shareholder objecting to the merger or division of the Company may require the Company or the shareholders who are in favor of such merger or division to acquire his or her shares at a fair price.

The content of the resolution on the merger or division of the Company shall be made into special document, which shall be available for shareholders’ inspection. With regard to holders of H Shares, the aforesaid documents shall also be delivered by post or by other means stipulated in these Articles of Association.

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Original Articles Article 187 The merger of the Company may take the form of either merger by absorption or merger by the establishment of a new Company.

In the case of a merger, the merging parties shall execute a merger agreement and prepare a balance sheet and an inventory of assets. The Company shall notify the creditors within 10 days, and publish an announcement in the newspapers for no less than three times within 30 days, from the date of passing the resolution for merger by the Company. A creditor may, within 30 days after receipt of the notice or, in the case of failure to receive such notice, within 45 days from the date of first announcement, require the Company to repay its debts or to provide corresponding guarantee.

After the merger, the claims and debts of the parties shall be assumed by the surviving Company or the newly established Company.

Amended Articles Article 194 The merger of the Company may take the form of either merger by absorption or merger by the establishment of a new Company.

A company that absorbs other company is known as merger by absorption whereby the company being absorbed shall be dissolved. The merger of two or more companies by the establishment of a new company is known as merger by the establishment of a new company whereby the merged companies shall be dissolved.

Article 195 In the case of a merger, the merging parties shall execute a merger agreement and prepare a balance sheet and an inventory of assets. The Company shall notify the creditors within 10 days, and publish an announcement in the newspapers for ~~no less than three times~~ at least once within 30 days, from the date of passing the resolution for merger by the Company. A creditor may, within 30 days after receipt of the notice or, in the case of failure to receive such notice, within 45 days from the date of first announcement, require the Company to repay its debts or to provide corresponding guarantee.

After the merger, the claims and debts of the parties shall be assumed by the surviving Company or the newly established Company.

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Original Articles

Article 188 the case of a division of the Company, its assets shall be divided accordingly.

In the case of a division of the Company, the parties to the division shall execute a division agreement and prepare a balance sheet and an inventory of assets. The Company shall notify the creditors within 10 days, and publish an announcement in the newspapers for at least three times within 30 days, from the date of passing the resolution for division by the Company.

Amended Articles Article 196 In the case of a division of the Company, its assets shall be divided accordingly. In the case of a division of the Company, the parties to the division shall execute a division agreement and prepare a balance sheet and an inventory of assets. The Company shall notify the creditors within 10 days, and publish an announcement in the newspapers for at least ~~three times~~ once within 30 days, from the date of passing the resolution for division by the Company.

The debts of the Company before The debts of the Company before division division shall be borne by the companies shall be borne by the companies established after division jointly and established after division jointly and severally, unless otherwise agreed in severally, unless otherwise agreed in writing between the Company and the writing between the Company and the creditors before the division in respect of creditors before the division in respect of debt settlement. debt settlement. Newly added Article 197 When the Company carries out capital reduction, a balance sheet and an inventory list must be prepared. The Company shall notify the creditors within 10 days, and publish an announcement in the newspapers within 30 days, from the date of passing the resolution for reduction of capital by the Company. A creditor may, within 30 days after receipt of the notice or, in the case of failure to receive such notice, within 45 days from the date of announcement, require the Company to repay its debts or to provide corresponding guarantee. The reduced registered capital of the Company may not be less than the statutory minimum amount.

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	Original Articles	Original Articles
	Article 189 Where any of the registered items changes due to a merger or division of the Company, the Company shall process the changes of registration with the company registration authority. Should the Company be dissolved, it shall be deregistered according to laws. If a new company is established, it shall go through the registration for incorporation according to laws.

	Chapter 19 Dissolution and Liquidation of the Company	~~Chater19~~

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Original Articles

Amended Articles

Article 190 The Company shall be
dissolved and liquidated in accordance
with the laws under any of the following
circumstances:
(I) a resolution regarding the dissolution
is passed by the shareholders’ general
meeting;
(II) dissolution is necessary due to a
merger or division of the Company;
(III) the Company is legally declared
insolvent due to its failure to repay debts
as they fall due;
(IV) the business license is revoked, the
Company is ordered to close or is wound
up according to law;
(V) the Company is legally declared
insolvent due to its failure to repay debts
as they fall due;
(VI) the Company is ordered to close due
to breach of law or administrative
regulations;

Article
199
The
Company
shall
be
dissolved and liquidated in accordance
with the laws under any of the following
circumstances:
(I) a resolution regarding the dissolution is
passed by the shareholders’ general
meeting;
(II) dissolution is necessary due to a
merger or division of the Company;
~~(III) the Company is legally declared~~
~~insolvent due to its failure to repay debts~~
~~as they fall due;~~
~~(IV) ~~(III) the business license is revoked,
the Company is ordered to close or is
wound up according to law;
~~(V) the Company is legally declared~~
~~insolvent due to its failure to repay debts~~
~~as they fall due;~~
~~(VI) the Company is ordered to close due~~
~~to~~
~~breach~~
~~of~~
~~law~~
~~or~~
~~administrative~~
~~regulations;~~

(VII) when serious difficulties occur to the Company’s operation and management and significant losses will be incurred to the shareholders by its continuance, and such difficulties cannot be solved by other means, the shareholders holding over 10% of the total voting rights of all the shareholders may request the people’s court to dissolve the Company;

~~(VII)~~ (IV) when serious difficulties occur to the Company’s operation and management and significant losses will be incurred to the shareholders by its continuance, and such difficulties cannot be solved by other means, the shareholders holding over 10% of the total voting rights of all the shareholders may request the people’s court to dissolve the Company;

(VIII) when its term of operations expires.

~~(VIII)~~ (V) the expiration of the business term as stipulated in the Articles of Association or the occurrence of other causes of dissolution as stipulated in the Articles of Association.

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Original Articles	Amended Articles
Article 191 When the Company is dissolved under the circumstance described in (I), (IV), (VII) and (VIII) of the preceding article, a liquidation	Article 200 Upon the occurrence of the situation mentioned in Item (V) of Article 199, the Company may continue to exist by amending these Articles of Association.

Article 191 When the Company is dissolved under the circumstance described in (I), (IV), (VII) and (VIII) of the preceding article, a liquidation committee shall be formed within 15 days upon the occurrence of causes for dissolution, and the composition of the committee shall be determined by an ordinary resolution in general meeting. In case no such committee is established to proceed with liquidation in time, the creditors may make application to the people’s court for appointing relevant persons to form the liquidation committee for carrying out liquidation.

The amendment of the Articles of Association pursuant to the preceding paragraph shall be subject to the approval of more than two-thirds of the voting rights held by the shareholders present at the shareholders’ general meetings.

When the Company is dissolved under the circumstance described in (I), ~~(IV)~~ (III), ~~(VII)~~ (IV) and ~~(VIII)~~ (V) of the preceding article, a liquidation committee shall be formed within 15 days upon the occurrence of causes for dissolution, and the composition of the committee shall be determined by an ordinary resolution in general meeting. In case no such committee is established to proceed with liquidation in time, the creditors may make application to the people’s court for appointing relevant persons to form the liquidation committee for carrying out liquidation.

When the Company is dissolved according under the circumstance described in (III) of the preceding paragraph, the People’s Court shall, according to relevant legal provisions, organise the shareholders, relevant departments and professionals to form a liquidation committee to carry out liquidation.

~~When the Company is dissolved according under the circumstance described in (III) of the preceding paragraph, the People’s Court shall, according to relevant legal provisions, organise the shareholders, relevant departments and professionals to form a liquidation committee to carry out liquidation.~~

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Original Articles Amended Articles Article 192 If the Board of Directors Deleted decides to liquidate the Company (except for the liquidation due to declaration of bankruptcy), it shall declare in notice of the general meeting convened for the liquidation that the Board has done a comprehensive investigation of the Company and consider that the Company can pay its debts in full within 12 months after the liquidation.

Upon the resolution regarding the liquidation is passed at the general meeting, the function and power of the Board of Directors shall immediately terminate.

In compliance with the instructions of the general meeting, the liquidation committee shall report to the general meeting at least once every year the income and expenses of the committee, the business operations of the Company and the progress of the liquidation, and shall make a final report to the general meeting when the liquidation is completed.

Article 193 The liquidation committee shall inform the creditors of the Company within 10 days following its establishment, and shall make a public notice in a newspaper at least three times within 60 days. Creditors shall declare their claims to the liquidation committee within 30 days from the date on which the notice is received or 45 days from the date of the announcement if the notice is not received. If they fail to do so after the deadline, they shall be deemed to have abandoned their claims.

Article 201 The liquidation committee shall inform the creditors of the Company within 10 days following its establishment, and shall make a public notice in a newspaper at least ~~three times~~ once within 60 days. Creditors shall declare their claims to the liquidation committee within 30 days from the date on which the notice is received or 45 days from the date of the announcement if the notice is not received. If they fail to do so after the deadline, they shall be deemed to have abandoned their claims.

… …

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 195 … During the liquidation period, the Company shall not commence any new business activities.	Article 203 … During the period of liquidation ~~Comanshallnotcommencean~~
Article 197 Following the completion of the liquidation, the liquidation committee shall prepare a liquidation report, a statement of the income and expenses during the liquidation period and financial accounts, which shall be verified by a certified public accountant of the People’s Republic of China, and then submitted to the shareholders’ general meeting or a relevant competent authority for confirmation. Furthermore, within 30 days of the date of confirmation by the shareholders’ general meeting or the relevant competent authority, the liquidation committee shall submit the aforesaid documents to the company registration authority for application for cancelling the registration of the Company and a public announcement shall be made for the termination of the Company.	Article 205 Upon completion of the liquidation of the Company, the liquidation committee shall prepare a liquidation report,which shall be reported to the shareholders’general meeting or the People’s Court for confirmation, and shall be reported to the company registration authority to apply for cancellation of the Company’s registration, and a public announcement shall be made for the termination of the Company. ~~a statement~~ ~~of the income and expenses during the~~ ~~liquidation period and financial accounts,~~ ~~which shall be verified by a certified~~ ~~public accountant of the People’s Republic~~ ~~of China, and then submitted to the~~ ~~shareholders’~~ ~~general~~ ~~meeting~~ ~~or~~ ~~a~~ ~~relevant~~ ~~competent~~ ~~authority~~ ~~for~~ ~~confirmation.~~ ~~Furthermore, within 30 days of the date of~~ ~~confirmation by the shareholders’ general~~ ~~meeting~~ ~~or~~ ~~the~~ ~~relevant~~ ~~competent~~ ~~authority, the liquidation committee shall~~ ~~submit the aforesaid documents to the~~ ~~company~~ ~~registration~~ ~~authority~~ ~~for~~ ~~application for cancelling the registration~~ ~~of~~ ~~the~~ ~~Company~~ ~~and~~ ~~a~~ ~~public~~ ~~announcement shall be made for the~~ ~~termination of the Company.~~

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Original Articles	Original Articles
Newly added
Newly added
	bankruptcy.
Chapter 20 Procedures for Amendments to the Articles of Association	~~Chater20~~	~~C~~hapter 13

Article 198 The Company may amend these Articles of Association in accordance with the requirements of laws, administrative regulations, and these Articles of Association.

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COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Article 199 The following procedures shall be followed when amending these Articles of Association:

(I) the Board of Directors shall firstly adopt a resolution in accordance with these Articles of Association, recommend the shareholders’ general meeting to amend the Articles of Associations and prepare a proposal for amendment to these Articles of Associations;

(II) the Company shall notify its shareholders of the above proposal for amendment to these Articles of Association and call a general meeting to vote on the amendments; (III) such proposals are to be approved by the shareholders’ general meeting by special resolution.

The shareholders’ general meeting may, by a special resolution, authorise the Board of Directors to: (I) amend these Articles of Association with respect to the registered capital of the Company in accordance with the specific circumstances if the registered capital of the Company is increased; (II) if these Articles of Association adopted by the shareholders’ general meeting are submitted to the Ministry of Commerce and the securities regulatory authorities of the State Council for approval and require changes in the text or the order of the articles, the Board of Directors shall be entitled to make corresponding amendments in accordance with the requirements of the Ministry of Commerce and the securities regulatory authorities of the State Council.

Amended Articles Article 209 The following procedures shall be followed when amending these Articles of Association: (I) the Board of Directors shall firstly adopt a resolution in accordance with these Articles of Association, recommend the shareholders’ general meeting to amend the Articles of Associations and prepare a proposal for amendment to these Articles of Associations;

(II) the Company shall notify its shareholders of the above proposal for amendment to these Articles of Association and call a general meeting to vote on the amendments;

(III) such proposals are to be approved by the shareholders’ general meeting by special resolution.

Amendments to these Articles of Association shall be made by the Board of Directors in accordance with the resolutions of the shareholders’ general meeting on amendments to these Articles of Association and opinions of the relevant competent authorities on review and approval.

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COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original Articles	Original Articles

	Article 200 Amendments to the Articles of Association that involve the contents of the Mandatory Provisions shall become effective upon approval by the Ministry of Commerce and the securities regulatory authorities of the State Council. Where amendment involves the registered particulars of the Company, application shall be made for alteration of registration in accordance with the law.	Article 210 Articles of
	Newly added

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles Chapter 21 Settlement of Disputes Deleted Article 201 The Company shall abide by Deleted the following principles for settlement of disputes: (I) If any dispute or claim concerning the Company’s business on the basis of the rights and obligations provided in these Articles, the Company Law and other relevant laws or administrative regulations and rules arises between a shareholder of overseas-listed foreign-invested shares and the Company, between a shareholder of overseas-listed foreign-invested shares and a director, supervisor, manager or other senior management personnel of the Company or between a shareholder of overseas listed foreign invested shares and a shareholder of domestic shares, the parties concerned shall submit the dispute or claim for arbitration.

When a dispute or claim as described above is submitted for arbitration, such dispute or claim shall be in its entirety, and all persons, being the Company or a shareholder, director, supervisor, manager or other senior management personnel of the Company, that have a cause of action due to the same facts or whose participation is necessary for the settlement of such dispute or claim shall abide by arbitration.

Disputes in relation to the identification of shareholders and disputes in relation to the register of members need not be referred to arbitration.

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COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles Amended Articles (II) The applicant for arbitration may select China International Economic and Trade Arbitration Commission for arbitration following the arbitration rules thereof or select Hong Kong International Arbitration Centre for arbitration following the securities arbitration rules thereof. Once a claimant refers a dispute or claim of rights to arbitration, the other party must submit to the arbitral body elected by the claimant. If the applicant for arbitration selects Hong Kong International Arbitration Centre for arbitration, either party may request that the arbitration be conducted in Shenzhen following the securities arbitration rules of Hong Kong International Arbitration Centre.

(III) Settlement of disputes or claims set out in (I) by way of arbitration shall be governed by the laws of the People’s Republic of China unless otherwise specified by laws and administrative regulations. (IV) The arbitration award made by the arbitration institution shall be final and conclusive and binding on all parties. Chapter 22 Notices ~~Chapter 22~~ Chapter 14 Notices and Announcements Newly added Section 1 Notices

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 202Except as otherwise provided in these Articles of Association, notices, information, written statements or any documents (including but not limited to annual reports, interim reports, notices of meetings, listing documents, circulars and proxy forms) (hereinafter referred to as “Company Communication”) to be	Article 212 Notices, communications or other materials and documents in writing of the Company, including but not limited to annual reports, interim reports, notice of meetings, listing documents, circulars and proxy forms (“Company Communication”), may be served through one or more means as follows:

Article 202 Except as otherwise provided in these Articles of Association, notices, information, written statements or any documents (including but not limited to annual reports, interim reports, notices of meetings, listing documents, circulars and proxy forms) (hereinafter referred to as “Company Communication”) to be sent by the Company to each holder of H Shares shall be delivered by hand at the registered address of such shareholder, or by post, or by facsimile, e-mail, CD-ROM or other electronic means, or by means of publication on a website in accordance with the procedures set out below, or in such other form as may be approved by the relevant regulatory authority in the place of listing or as provided in these Articles of Association.

(I) delivery by hand; (II) by post; (III) by announcement;

(IV) by fax; (V) by telegraph;

(VI) by e-mail, or other electronic formats or information carriers; (VII) by posting on the website of the Company and the specified website of the stock exchange of the place(s) where shares of the Company are listed in accordance with the laws, administrative regulations and the securities regulatory rules of the place(s) where shares of the Company are listed;

Where the Company delivers Company Communication to holders of H Shares by publishing the same on its website, then upon the completion of the following procedures, any holder of H Shares who has consented in writing or not objected to the delivery of Company Communication in such manner shall be deemed to accept the delivery of Company Communication by the Company in such manner:

(VIII) by any other means approved by the relevant regulatory authorities in the place(s) where the Company’ shares are listed or as prescribed in the Articles of Association.

The Company serves a written notice to each of the holders of H shares, requesting for their consent to the delivery or provision of Company Communication by publishing the same on the website of the Company.
The Company has not received any written reply from such holder of H Shares making objections thereto, within 28 days of the service of the notice as described in paragraph 1 above.

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COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

If any holder of H Shares who has been deemed to accept the delivery of Company Communication by publishing the same on the website is unable to collect or receive the Company Communication so delivered for whatsoever reason, then upon a written request to the Company, such shareholder may change its choice of the way to receive Company Communication and may also receive a hard copy of Company Communication on a free basis.

A notice to be given by the Company to a holder of domestic share shall be delivered by hand to each such shareholder at his registered address, or by post, or by notice published in one or more newspapers designated by the national securities regulatory authority. After the publication of such announcement, the holders of domestic shares shall be deemed to have received the relevant notice.

Unless the context otherwise specifies, the “announcements“ referred to in these Articles of Association shall mean, in respect to announcements made to the holders of domestic shares or the announcements to be published in the People’s Republic of China as required by the relevant requirements and these Articles of Association, the publication of an announcement in newspapers in the People’s Republic of China, and such newspapers shall have been prescribed under the laws and administrative regulations of the People’s Republic of China or by the relevant securities regulatory authority; and in respect to an announcement made to shareholders of overseas listed foreign invested shares or an announcement required to be made in the place of the stock exchange where the overseas listed foreign invested shares

Amended Articles

~~Except as otherwise provided in these Articles of Association, notices, information, written statements or any documents (including but not limited to annual reports, interim reports, notices of meetings, listing documents, circulars and proxy forms) (hereinafter referred to as “Company Communication”) to be sent by the Company to each holder of H Shares shall be delivered by hand at the registered address of such shareholder, or by post, or by facsimile, e-mail, CD-ROM or other electronic means, or by means of publication on a website in accordance with the procedures set out below, or in such other form as may be approved by the relevant regulatory authority in the place of listing or as provided in these Articles of Association.~~

~~Where the Company delivers Company Communication to holders of H Shares by publishing the same on its website, then upon the completion of the following procedures, any holder of H Shares who has consented in writing or not objected to the delivery of Company Communication in such manner shall be deemed to accept the delivery of Company Communication by the Company in such manner:~~

~~1. The Company serves a written notice to each of the holders of H shares, requesting for their consent to the delivery or provision of Company Communication by publishing the same on the website of the Company.~~

~~2. The Company has not received any written reply from such holder of H Shares making objections thereto, within 28 days of the service of the notice as described in paragraph 1 above.~~

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COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

are listed in accordance with the relevant regulations and these Articles of Association, an announcement published on the website of the overseas stock exchange where the Company’s shares are listed (and the Company’s website) or in a newspaper of the overseas place where the Company’s shares are listed, which shall be prescribed by local laws or administrative regulations or designated or recommended by the relevant securities regulatory authority.

Amended Articles

~~If any holder of H Shares who has been deemed to accept the delivery of Company Communication by publishing the same on the website is unable to collect or receive the Company Communication so delivered for whatsoever reason, then upon a written request to the Company, such shareholder may change its choice of the way to receive Company Communication and may also receive a hard copy of Company Communication on a free basis.~~

~~A notice to be given by the Company to a holder of domestic share shall be delivered by hand to each such shareholder at his registered address, or by post, or by notice published in one or more newspapers designated by the national securities regulatory authority. After the publication of such announcement, the holders of domestic shares shall be deemed to have received the relevant notice.~~

~~Unless the context otherwise specifies, the “announcements“ referred to in these Articles of Association shall mean, in respect to announcements made to the holders of domestic shares or the announcements to be published in the People’s Republic of China as required by the relevant requirements and these Articles of Association, the publication of an announcement in newspapers in the People’s Republic of China, and such newspapers shall have been prescribed under the laws and administrative regulations of the People’s Republic of China or by the relevant securities regulatory authority; and in respect to an announcement made to shareholders of overseas listed foreign invested shares or an announcement required to be made in~~

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original	Amended Articles
		~~the place of the stock exchange where the~~
		~~overseas listed foreign invested shares are~~
		~~listed in accordance with the relevant~~
		~~regulations~~ ~~and~~ ~~these~~ ~~Articles~~ ~~of~~
		~~Association, an announcement published~~
		~~on the website of the overseas stock~~
		~~exchange where the Company’s shares are~~
		~~listed (and the Company’s website) or in a~~
		~~newspaper of the overseas place where the~~
		~~Company’s shares are listed, which shall~~
		~~be~~ ~~prescribed~~ ~~by~~ ~~local~~ ~~laws~~ ~~or~~
		~~administrative regulations or designated~~
		~~or recommended by the relevant securities~~
		~~regulatory authority.~~
Newly	added	Article 213 Any notice issued by the
		Company in the form of a public
		announcement shall be deemed to have
		been received by all relevant persons once
		it is published.
Newly	added	Article 214 Save as otherwise stipulated
		under the Articles of Association, if the
		notices to the holders of shares listed in
		Hong Kong are issued by way of
		announcement, the Company shall on the
		same day submit an electronic version of
		such announcement to the Hong Kong
		Stock Exchange through the electronic
		publishing system of the Hong Kong Stock
		Exchange for immediate release on the
		website of the Hong Kong Stock Exchange
		in accordance with the requirements of the
		local listing rules. The announcement shall
		also be published on the Company’s
		website at the same time. In addition, in
		case of serving by post, the notice shall be
		delivered to each of the registered
		addresses as set forth in the register of
		holders of shares listed in Hong Kong by
		way of personal delivery or pre-paid mail
		so as to give the shareholders sufficient
		notice and time to exercise their rights or
		take any action in accordance with the
		terms of the notice.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Original Articles		Amended Articles
			Subject to relevant laws, regulations, the
			securities regulatory rules of the place(s)
			where shares of the Company are listed
			and the Articles of Association, holders of
			shares listed in Hong Kong of the
			Company may choose in writing to receive
			corporate communication that the
			Company is required to send to
			shareholders either by electronic means or
			by post, and may also elect to receive
			either the Chinese or English version only,
			or both the Chinese and English versions.
			The shareholders may also notify the
			Company to change their choices as to the
			manner of receiving and the language
			versions of the aforesaid information by
			giving a written notice to the Company in
			advance within a reasonable period in
			accordance with applicable procedures.
Newly added			Article 216 For notices of the Company
			delivered by hand, an acknowledgement of
			receipt shall be signed (or stamped) by the
			recipient and the date of service shall be the
			date on which the acknowledgement is
			signed; for notices delivered by post, the date
			of service shall be the fifth day from the mail
			is delivered to the post office; for notices
			delivered by way of announcements, the date
			of service shall be the date on which the first
			announcement is published.
Article 205 To prove the delivery of			Article 218To prove the delivery of notice,
notice, documents, materials or		written	documents, materials or written
statement, shareholders or directors shall			statement, shareholders or directors shall
produce	relevant evidence	on the	produce relevant evidence on the delivery
delivery	of such notice, documents,		of such notice, documents, materials or
materials or written statement within the			written statement within the designated
designated periods in an ordinary form or by prepaid mail to the correct address.			periods ~~in an ordinary form or ~~in the manner set out in Article 212 and by
			prepaid mail to the correct address.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Original Articles	Original Articles	Original Articles				Amended Articles
Newly added							Article 219The accidental omission to give
							notice of a meeting to, or the failure to
							receive notice of a meeting by, any person
							entitled to receive the notice shall not
							invalidate the meeting and the resolutions
							thereat.

Newly added							Section 2 Announcements
Newly added							Article 220 For matters on which the
							Company shall make announcement(s) in
							accordance with the laws, administrative
							regulations and provisions of the
							securities regulatory authorities where the
							Company’s shares are listed, or for matters
							on which the Company’s general meeting,
							Board of Directors and Board of
							Supervisors decide to make
							announcement(s), the Company shall
							designate the media and website(s)
							approved by the securities regulatory
							authorities where the Company’s shares
							are listed as the media and website(s) for
							publishing Company announcements and
							for information disclosure.

Chapter 23 Supplementary			Provisions				Chapter ~~23 ~~15 Supplementary Provisions
Article 206	In	these	Articles			of	Article 221 ~~In~~ ~~these~~ ~~Articles~~ ~~of~~
Association, the meaning			of the term				~~Association, the meaning of the term~~
“accounting firm“		is the same as			that of		~~“accounting firm“ is the same as that of~~
“auditor“.							~~“auditor“.~~
In these Articles		of Association, the					(I) a controlling shareholder shall mean a
meaning of “de facto controller“ is the							shareholder whose ordinary shares
person who is not a shareholder					of the		(including preferred shares with restored
Company but	is able to actually control						voting rights) account for more than 50%
the acts of the Company			through			an	of the total share capital of the Company
investment,	agreement			or	other		or who holds less than 50% of the total
arrangement.							share capital but holds voting rights
							sufficient to have a material impact on
							resolutions of the shareholders’ general
							meeting.

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APPENDIX II

COMPARISON TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Original Articles	Amended Articles
		(II) “a de facto controller“ herein shall
		mean any person who is not a shareholder
		of the Company, but has de facto control
		over actions of the Company through the
		investment relationship, an agreement or
		other arrangements.
		(III) connected relationship shall mean the
		relationship between a controlling
		shareholder, de facto controller, director,
		supervisor or senior management
		personnel of the Company and their
		directly or indirectly controlled
		enterprises and other relationships which
		may result in the transfer of the
		Company’s interests. However,
		state-owned enterprises may not have
		connected relationships merely because
		they are under common control of the
		State.
Newly added		Article 222 The Board of Directors may
		formulate by-laws pursuant to the
		provisions of these Articles of Association.
		Such by-laws shall not be in conflict with
		the provisions of these Articles of
		Association.

Article 209 These Articles of Association		Article 225 These Articles of Association
are written in Chinese. Should there be		are written in Chinese. Should there be any
any discrepancy between	the versions in	discrepancy between the versions in other
other languages and the Chinese version,		languages and the Chinese version, the
the Chinese version shall	prevail.	Chinese version which was most recently
		approved and registered at Zhejiang
		Provincial Administration for Market
		Regulation shall prevail.
Article 211 These Articles of Association		Article 227 ~~These Articles of Association~~
shall take effect from the date of listing of		~~shall take effect from the date of listing of~~
the overseas listed foreign invested		~~the overseas listed foreign invested shares~~
shares (H Shares) issued by the Company		~~(H Shares) issued by the Company on the~~
on the HKEX after it has	been approved	~~HKEX after it has been approved by the~~
by the shareholders’ general meeting.		~~shareholders’ general meeting. ~~These Articles of Association shall take effect
		upon approval and adoption by the
		shareholders’ general meeting.

– 218 –

NOTICE OF THE EGM

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==> picture [19 x 25] intentionally omitted <==

**Huzhou Gas Co., Ltd.* 湖州燃氣股份有限公司**

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

(Stock Code: 6661)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of Huzhou Gas Co., Ltd. (湖州燃氣股份有限公司) (the “ Company ”, together with its subsidiaries, the “ Group ”) will be held at the meeting room of the Company, 227 Sizhong Road, Huzhou, Zhejiang Province, the People’s Republic of China (“ PRC* ”) on Tuesday, 16 January 2024 at 2:00 p.m. to consider, and if thought fit, pass (with or without amendments or supplements) the following resolutions:

ORDINARY RESOLUTIONS

To consider and approve
(a) the master supply agreement (“ 2024-2026 Natural Gas Framework Agreement ”) dated 27 November 2023 entered into between the Company (for itself and on behalf of its subsidiaries) and 寧波城際能源貿易有限公司 (Ningbo Chengji Energy Trading Company Limited) (“ Ningbo Intercity* ”) (for itself and on behalf of its subsidiaries) in relation to the sale and purchase of piped natural gas and liquefied natural gas in the operating areas where the Group is granted exclusive right to operate in Wuxing and Nanxun for the period from 1 January 2024 to 31 December 2026, in substitution for the existing master supply agreement dated 26 May 2022 (as supplemented by the supplemental agreement dated 14 March 2023) for the period from 1 January 2022 to 31 December 2024;
(b) the proposed annual caps (“ New Annual Caps ”) for the three years ending 31 December 2024, 2025 and 2026 for transactions contemplated under the 2024-2026 Natural Gas Framework Agreement; and
(c) and any one director (“ Director ”) of the Company be and is hereby authorised to do all such acts or things and sign all documents deemed necessary by him for the purpose of giving effect to the 2024-2026 Natural Gas Framework Agreement and the New Annual Caps.
To consider and approve
(a) the proposed election of Mr. Wang Peng as a non-executive Director; and
(b) any one Director be and is hereby authorised to sign on behalf of the Company a director’s service contract with Mr. Wang Peng.

– 219 –

NOTICE OF THE EGM

SPECIAL RESOLUTION

To consider and approve
(a) the proposed amendments (“ Proposed Amendments ”) to the articles of association (“ Articles of Association ”) of the Company, the details of which are set forth in Appendix II to the circular of the Company dated 28 December 2023;
(b) the proposed adoption of the amended and restated articles of association (“ New Articles of Association ”) of the Company in the form produced to the meeting, a copy of which has been produced to the meeting marked “A” and signed by the chairman of the meeting for the purpose of identification, which consolidates all the Proposed Amendments, in substitution for and to the exclusion of the Articles of Association with immediate effect after the close of the meeting; and
(c) any one Director, secretary or registered office provider of the Company be and is hereby authorised to do all such acts and things and execute all such documents, deeds and make all such arrangements that he shall, in his absolute discretion, deem necessary or expedient to give effect to the Proposed Amendments and the adoption of the New Articles of Association and to make relevant registrations and filings in accordance with the relevant requirements of the applicable laws, rules and regulations in the PRC and Hong Kong.

Yours faithfully, For and on behalf of the Board Huzhou Gas Co., Ltd.* Wang Hua Chairman

Huzhou City, Zhejiang Province, the PRC, 28 December 2023

For identification purpose only

Notes:

In order to be eligible to attend and vote at the EGM, H Shareholders whose transfers have not been registered shall deposit all transfer documents accompanied by the relevant share certificates at the Company’s H share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Thursday, 11 January 2024 (Hong Kong time). Shareholders whose names appear on the Company’s register of members at 4:30 p.m. on Thursday, 11 January 2024 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 on his behalf. A proxy need not be a shareholder of the Company. Where a shareholder appoints more than one proxy, his proxies can only vote on a poll.
A form of proxy for use at the EGM is enclosed herewith. The instrument appointing a proxy must be in writing under the hand of a shareholder or his attorney duly authorised. If the shareholder is a corporation, that instrument must be either under its common seal or under the hand of its director(s) or

– 220 –

NOTICE OF THE EGM

duly authorised executive officer(s) or duly authorised attorney(ies). If that instrument is signed by an attorney of a shareholder, the power of attorney or other document authorising that attorney to sign must be notarised.

In order to be valid, the form of proxy together with the notarised power of attorney or other authorisation document (if any) must be deposited at the Company’s registered office in the PRC (for Domestic Shareholders) or at the Company’s H share registrar, Tricor Investor Services Limited (for H Shareholders) not less than 24 hours before the time fixed for the meeting (i.e. not later than 2:00 p.m. on Monday, 15 January 2024 (Hong Kong time)).
A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or loss of capacity of the appointer, or the revocation of the proxy or of the authority under which the form of proxy was executed, or the transfer of shares in respect of which the proxy is given, provided that no notice in writing of these matters shall have been received by the Company prior to the commencement of the EGM.
The address and contact details of the Company’s H share registrar, Tricor Investor Services Limited, are as follows:

As to the transfer documents:

17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong

As to the form of proxy: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong Telephone No.: (+852) 2980 1333 Facsimile No.: (+852) 2810 8185

The address of the Company’s registered office in the PRC and the contact details of the regular contact person for the EGM are as follows:

227 Sizhong Road, Huzhou, Zhejiang Province, the PRC Telephone No.: (+86) 0572-2716820 Facsimile No.: (+86) 0572-2716815 Name: Tang Chunhui

In accordance with the Articles of Association, where two or more persons are registered as the joint holders of any share, only the person whose name appears first in the register of members shall be entitled to receive this notice, and this notice, when served on such person, shall be deemed to have been given to all joint holders of such share.
The EGM is expected to be concluded within half a day. Shareholders (in person or by proxy) attending the EGM are responsible for their own transportation and accommodation expenses.
Shareholders or their proxies shall produce their identification documents for inspection when attending the EGM.
All resolution(s) at the meeting will be taken by poll pursuant to the Listing Rules. The chairman of the Board of Directors may demand poll for voting pursuant to the Articles of Association. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.hzrqgf.com/) in accordance with the Listing Rules.

As at the date of this notice, the Board comprises Mr. Wang Hua, Ms. Su Li and Mr. Pan Haiming as executive Directors; Mr. Liu Jianfeng and Ms. Wu Zhanghuan as non-executive Directors; and Mr. Chang Li Hsien Leslie, Dr. Lau Suet Chiu Frederic and Mr. Zhou Xinfa as independent non-executive Directors.

– 221 –

NOTICE OF THE H SHAREHOLDERS’ CLASS MEETING

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==> picture [19 x 25] intentionally omitted <==

**Huzhou Gas Co., Ltd.* 湖州燃氣股份有限公司**

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

(Stock Code: 6661)

NOTICE OF H SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN that a class meeting of the H shareholders (“ H Shareholders’ Class Meeting ”) of Huzhou Gas Co., Ltd. (湖州燃氣股份有限公司) (the “ Company ”) will be held at the meeting room of the Company, 227 Sizhong Road, Huzhou, Zhejiang Province, the People’s Republic of China (“ PRC* ”) on Tuesday, 16 January 2024 immediately after the conclusion of the extraordinary general meeting of the Company or any adjournment thereof (whichever the later) to consider, and if thought fit, pass (with or without amendments or supplements) the following resolution:

SPECIAL RESOLUTION

To consider and approve
(a) the proposed amendments (“ Proposed Amendments ”) to the articles of association (“ Articles of Association ”) of the Company, the details of which are set forth in Appendix II to the circular of the Company dated 28 December 2023;
(b) the proposed adoption of the amended and restated articles of association (“ New Articles of Association ”) of the Company in the form produced to the meeting, a copy of which has been produced to the meeting marked “A” and signed by the chairman of the meeting for the purpose of identification, which consolidates all the Proposed Amendments, in substitution for and to the exclusion of the Articles of Association with immediate effect after the close of the meeting; and

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NOTICE OF THE H SHAREHOLDERS’ CLASS MEETING

(c) any one Director, secretary or registered office provider of the Company be and is hereby authorised to do all such acts and things and execute all such documents, deeds and make all such arrangements that he shall, in his absolute discretion, deem necessary or expedient to give effect to the Proposed Amendments and the adoption of the New Articles of Association and to make relevant registrations and filings in accordance with the relevant requirements of the applicable laws, rules and regulations in the PRC and Hong Kong.

Yours faithfully, For and on behalf of the Board Huzhou Gas Co., Ltd.* Wang Hua Chairman

Huzhou City, Zhejiang Province, the PRC, 28 December 2023

For identification purpose only

Notes:

In order to be eligible to attend and vote at the H Shareholders’ Class Meeting, H Shareholders whose transfers have not been registered shall deposit all transfer documents accompanied by the relevant share certificates at the Company’s H share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Thursday, 11 January 2024 (Hong Kong time). H Shareholders whose names appear on the Company’s register of members at 4:30 p.m. on Thursday, 11 January 2024 are entitled to attend and vote at the H Shareholders’ Class Meeting.
An H Shareholder entitled to attend and vote at the H Shareholders’ Class Meeting may appoint one or more proxies to attend and vote on his behalf. A proxy need not be an H Shareholder of the Company. Where an H Shareholder appoints more than one proxy, his proxies can only vote on a poll.
A form of proxy for use at the H Shareholders’ Class Meeting is enclosed herewith. The instrument appointing a proxy must be in writing under the hand of an H Shareholder or his attorney duly authorised. If the H Shareholder is a corporation, that instrument must be either under its common seal or under the hand of its director(s) or duly authorised executive officer(s) or duly authorised attorney(ies). If that instrument is signed by an attorney of an H Shareholder, the power of attorney or other document authorising that attorney to sign must be notarised.
In order to be valid, the form of proxy together with the notarised power of attorney or other authorisation document (if any) must be deposited at the Company’s H share registrar, Tricor Investor Services Limited not less than 24 hours before the time fixed for the meeting (i.e. not later than 2:00 p.m. on Monday, 15 January 2024 (Hong Kong time)).
A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or loss of capacity of the appointer, or the revocation of the proxy or of the authority under which the form of proxy was executed, or the transfer of shares in respect of which the proxy is given, provided that no notice in writing of these matters shall have been received by the Company prior to the commencement of the H Shareholders’ Class Meeting.

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NOTICE OF THE H SHAREHOLDERS’ CLASS MEETING

The address and contact details of the Company’s H share registrar, Tricor Investor Services Limited, are as follows:

As to the transfer documents:

17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong

As to the form of proxy: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong Telephone No.: (+852) 2980 1333 Facsimile No.: (+852) 2810 8185

The address of the Company’s registered office in the PRC and the contact details of the regular contact person for the H Shareholders’ Class Meeting are as follows:

227 Sizhong Road, Huzhou, Zhejiang Province, the PRC Telephone No.: (+86) 0572-2716820 Facsimile No.: (+86) 0572-2716815 Name: Tang Chunhui

In accordance with the Articles of Association, where two or more persons are registered as the joint holders of any share, only the person whose name appears first in the register of members shall be entitled to receive this notice, and this notice, when served on such person, shall be deemed to have been given to all joint holders of such share.
The H Shareholders’ Class Meeting is expected to be concluded within half a day. H shareholders (in person or by proxy) attending the H Shareholders’ Class Meeting are responsible for their own transportation and accommodation expenses.
H shareholders or their proxies shall produce their identification documents for inspection when attending the H Shareholders’ Class Meeting.
All resolution(s) at the meeting will be taken by poll pursuant to the Listing Rules. The chairman of the Board of Directors may demand poll for voting pursuant to the Articles of Association. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.hzrqgf.com/) in accordance with the Listing Rules.

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NOTICE OF THE DOMESTIC SHAREHOLDERS’ CLASS MEETING

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**Huzhou Gas Co., Ltd.* 湖州燃氣股份有限公司**

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

(Stock Code: 6661)

NOTICE OF DOMESTIC SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN that a class meeting of the domestic shareholders (“ Domestic Shareholders’ Class Meeting ”) of Huzhou Gas Co., Ltd. (湖州燃氣股份有限公司) (the “ Company ”) will be held at the meeting room of the Company, 227 Sizhong Road, Huzhou, Zhejiang Province, the People’s Republic of China (“ PRC* ”) on Tuesday, 16 January 2024 immediately after the conclusion of the extraordinary general meeting and the H shareholders’ class meeting of the Company or any adjournment thereof (whichever the later) to consider, and if thought fit, pass (with or without amendments or supplements) the following resolution:

SPECIAL RESOLUTION

To consider and approve
(a) the proposed amendments (“ Proposed Amendments ”) to the articles of association (“ Articles of Association ”) of the Company, the details of which are set forth in Appendix II to the circular of the Company dated 28 December 2023;
(b) the proposed adoption of the amended and restated articles of association (“ New Articles of Association ”) of the Company in the form produced to the meeting, a copy of which has been produced to the meeting marked “A” and signed by the chairman of the meeting for the purpose of identification, which consolidates all the Proposed Amendments, in substitution for and to the exclusion of the Articles of Association with immediate effect after the close of the meeting; and

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NOTICE OF THE DOMESTIC SHAREHOLDERS’ CLASS MEETING

(c) any one Director, secretary or registered office provider of the Company be and is hereby authorised to do all such acts and things and execute all such documents, deeds and make all such arrangements that he shall, in his absolute discretion, deem necessary or expedient to give effect to the Proposed Amendments and the adoption of the New Articles of Association and to make relevant registrations and filings in accordance with the relevant requirements of the applicable laws, rules and regulations in the PRC and Hong Kong.

Yours faithfully, For and on behalf of the Board Huzhou Gas Co., Ltd.* Wang Hua Chairman

Huzhou City, Zhejiang Province, the PRC, 28 December 2023

For identification purpose only

Notes:

In order to be eligible to attend and vote at the Domestic Shareholders’ Class Meeting, Domestic Shareholders whose transfers have not been registered shall deposit all transfer documents accompanied by the relevant share certificates at the Company’s registered office in the PRC, at 227 Sizhong Road, Huzhou, Zhejiang Province, the PRC, not later than 4:30 p.m. on Thursday, 11 January 2024 (Hong Kong time). Domestic shareholders whose names appear on the Company’s register of members at 4:30 p.m. on Thursday, 11 January 2024 are entitled to attend and vote at the Domestic Shareholders’ Class Meeting.
A Domestic Shareholder entitled to attend and vote at the Domestic Shareholders’ Class Meeting may appoint one or more proxies to attend and vote on his behalf. A proxy need not be a Domestic Shareholder of the Company. Where a Domestic Shareholder appoints more than one proxy, his proxies can only vote on a poll.
A form of proxy for use at the Domestic Shareholders’ Class Meeting is enclosed herewith. The instrument appointing a proxy must be in writing under the hand of a Domestic Shareholder or his attorney duly authorised. If the Domestic Shareholder is a corporation, that instrument must be either under its common seal or under the hand of its director(s) or duly authorised executive officer(s) or duly authorised attorney(ies). If that instrument is signed by an attorney of a Domestic Shareholder, the power of attorney or other document authorising that attorney to sign must be notarised.
In order to be valid, the form of proxy together with the notarised power of attorney or other authorisation document (if any) must be deposited at the Company’s registered office in the PRC not less than 24 hours before the time fixed for the meeting (i.e. not later than 2:00 p.m. on Monday, 15 January 2024 (Hong Kong time)).
A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or loss of capacity of the appointer, or the revocation of the proxy or of the authority under which the form of proxy was executed, or the transfer of shares in respect of which the proxy is given, provided that no notice in writing of these matters shall have been received by the Company prior to the commencement of the Domestic Shareholders’ Class Meeting.

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NOTICE OF THE DOMESTIC SHAREHOLDERS’ CLASS MEETING

The address of the Company’s registered office in the PRC and the contact details of the regular contact person for the Domestic Shareholders’ Class Meeting are as follows:

227 Sizhong Road, Huzhou, Zhejiang Province, the PRC Telephone No.: (+86) 0572-2716820 Facsimile No.: (+86) 0572-2716815 Name: Tang Chunhui

In accordance with the Articles of Association, where two or more persons are registered as the joint holders of any share, only the person whose name appears first in the register of members shall be entitled to receive this notice, and this notice, when served on such person, shall be deemed to have been given to all joint holders of such share.
The Domestic Shareholders’ Class Meeting is expected to be concluded within half a day. Domestic Shareholders (in person or by proxy) attending the Domestic Shareholders’ Class Meeting are responsible for their own transportation and accommodation expenses.
Domestic Shareholders or their proxies shall produce their identification documents for inspection when attending the Domestic Shareholders’ Class Meeting.
All resolution(s) at the meeting will be taken by poll pursuant to the Listing Rules. The chairman of the Board of Directors may demand poll for voting pursuant to the Articles of Association. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.hzrqgf.com/) in accordance with the Listing Rules.

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AI assistant

Huzhou Gas Co., Ltd. — Proxy Solicitation & Information Statement 2023

51020_rns_2023-12-27_2baea318-5704-4148-a35f-2d8b1ce61985.pdf

Huzhou Gas Co., Ltd.* 湖州燃氣股份有限公司

(Stock Code: 6661)

CONTINUING CONNECTED TRANSACTIONS IN RELATION TO

NOTICE OF DOMESTIC SHAREHOLDERS’ CLASS MEETING

DEFINITIONS

DEFINITIONS

DEFINITIONS

Huzhou Gas Co., Ltd.* 湖州燃氣股份有限公司

(Stock Code: 6661)

CONTINUING CONNECTED TRANSACTIONS IN RELATION TO 2024-2026 NATURAL GAS FRAMEWORK AGREEMENT, PROPOSED ELECTION OF NON-EXECUTIVE DIRECTOR AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

1. INTRODUCTION

2. 2024-2026 NATURAL GAS FRAMEWORK AGREEMENT

Principal Terms of the 2024-2026 Natural Gas Framework Agreement

Other terms:

New Annual Caps and Basis of Determination

(a) Historical transaction amounts, existing annual caps and New Annual Caps

(b) Basis of determination for the New Annual Caps

(i) Reasons for low utilisation of the existing annual caps

Reasons for and Benefits of entering into the 2024-2026 Natural Gas Framework Agreement

Internal Control and Pricing Policy

Information of the Parties to the 2024-2026 Natural Gas Framework Agreement

Listing Rules Implications

3. PROPOSED ELECTION OF NON-EXECUTIVE DIRECTOR

4. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

LETTER FROM THE BOARD

5. EGM, H SHAREHOLDERS’ CLASS MEETING, DOMESTIC SHAREHOLDERS’ CLASS MEETING AND PROXY ARRANGEMENT

6. H SHARE REGISTER OF MEMBERS

7. RECOMMENDATIONS

8. ADDITIONAL INFORMATION

9. MISCELLANEOUS

Huzhou Gas Co., Ltd.* 湖州燃氣股份有限公司

CONTINUING CONNECTED TRANSACTIONS IN RELATION TO 2024-2026 NATURAL GAS FRAMEWORK AGREEMENT

Chang Li Hsien Leslie

Lau Suet Chiu Frederic

Zhou Xinfa

INTRODUCTION

BASIS OF OUR OPINION

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background

2. Reasons for entering into the 2024-2026 Natural Gas Framework Agreement

3. Principal terms of the 2024-2026 Natural Gas Framework Agreement

3.1 Pricing policy

3.2 Internal control

4. Historical transaction amounts, existing annual caps and New Annual Caps

RECOMMENDATIONS

Yours faithfully, For and on behalf of Central China International Capital Limited

1. Responsibility Statement

2. Disclosure of Interests and Short Positions in Shares and Underlying Shares

3. Directors’ Interest in Assets and Contracts

4. Service Agreements

5. Material Adverse Change

6. Competing Interest

7. Qualification and Consent of Expert

Qualification

8. Documents on Display

Original Articles

Original Articles

Original Articles

Chapter 3 Party Building

Amended Articles

Chapter 3 Party Building

Original Articles

Amended Articles

Original Articles

Amended Articles

Original Articles

Amended Articles

Original Articles

Amended Articles

Original Articles

Original Articles

Original Articles

Amended Articles

Original Articles

Amended Articles

Original Articles

Amended Articles

Huzhou Gas Co., Ltd. Proxy Solicitation & Information Statement 2023

**Huzhou Gas Co., Ltd.* 湖州燃氣股份有限公司**

**Huzhou Gas Co., Ltd.* 湖州燃氣股份有限公司**

**Huzhou Gas Co., Ltd.* 湖州燃氣股份有限公司**

**Huzhou Gas Co., Ltd.* 湖州燃氣股份有限公司**

**Huzhou Gas Co., Ltd.* 湖州燃氣股份有限公司**

**Huzhou Gas Co., Ltd.* 湖州燃氣股份有限公司**