THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitors, professional accountant or other professional adviser.

If you have sold or transferred all your shares in InnoScience (Suzhou) Technology Holding Co., Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

Innoscience

英诺赛科

InnoScience (Suzhou) Technology Holding Co., Ltd.

英諾賽科(蘇州)科技股份有限公司

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

(Stock Code: 2577)

PROPOSED ADOPTION OF THE 2025 SHARE AWARD PLAN PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND CANCELLATION OF THE SUPERVISORY COMMITTEE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the Extraordinary General Meeting of InnoScience (Suzhou) Technology Holding Co., Ltd. to be held at 4:00 p.m. on Wednesday, July 9, 2025 at Conference Room, 9/F, R&D Building, No. 98 Xinli Road, Beishe, Lili Town, Wujiang District, Suzhou, Jiangsu Province, PRC is set out on pages 157 to 158 of this circular. A form of proxy for use at the EGM is also enclosed and is available on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (https://www.innoscience.com).

Whether or not you are able to attend the EGM, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return the same as soon as possible but in any event not later than 24 hours before the time appointed for holding the EGM or any adjournment thereof (i.e. not later than 4:00 p.m. on Tuesday, July 8, 2025) to the Company's H-shares securities registrar, Tricor Investor Services Limited at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and, in such event, the completed and returned form of proxy will be deemed to be revoked.

All references to dates and times in this circular refer to dates and times in Hong Kong.

June 19, 2025

CONTENT

Page

Definitions 1

Letter from the Board

Introduction 5
Proposed Adoption of the 2025 Share Award Plan 6
Proposed Amendments to the Articles of Association and Cancellation of the Supervisory Committee 17
Proposed Amendments to the Rules of Procedure for General Meetings 18
Proposed Amendments to the Rules of Procedure for Board Meetings 18
Notice of Extraordinary General Meeting 19
Recommendation 19
Responsibility Statement 20

Appendix I - Rules of the 2025 Share Award Plan 21
Appendix II - Comparison Table of Amendments to the Articles of Association 46
Appendix III - Comparison Table of Amendments to the Rules of Procedure for General Meetings 117
Appendix IV - Comparison Table of Amendments to the Rules of Procedure for Board Meetings 145
Notice of Extraordinary General Meeting 157

DEFINITIONS

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

"2025 Share Award Plan", "this Plan" or "the Plan" the 2025 Share Award Plan proposed to be adopted by the Company at the Extraordinary General Meeting

"Adoption Date" the date on which the 2025 Share Award Plan is approved and adopted at the Extraordinary General Meeting of the Company

"Articles of Association" the Articles of Association of the Company currently in force

"Associates" shall bear the meaning ascribed thereto under the Listing Rules

"Award" the Awarded Shares granted in accordance with the 2025 Share Award Plan

"Award Notice" the notice to be sent to the Trustees upon the making of an Award

"Awarded Share(s)" the Share(s) granted to a Selected Participant pursuant to an Award

"Board" the Board of Directors of the Company

"Business Day" a day on which the Stock Exchange is open for the business of dealing in securities

"China" the People's Republic of China. For the purposes of this document only and unless the context otherwise requires, excluding Hong Kong, Macau and Taiwan

"Company" InnoScience (Suzhou) Technology Holding Co., Ltd., a company limited by shares incorporated under the laws of China, with its H Shares listed on the Stock Exchange (stock code: 2577)

"Company Law" the Company Law of the People's Republic of China

"core connected person" shall have the meaning ascribed thereto under the Listing Rules

DEFINITIONS

"Director"
a director of the Company

"Domestic Unlisted Shares"
ordinary shares in the share capital of our Company, with a nominal value of RMB1.00 each, which are not listed on any stock exchange

"Eligible Participant(s)"
employee participants, such as senior management, core technical personnel and key employee(s) of the Company who have outstanding contributions to the development of the Company

"Extraordinary General Meeting" or "EGM"
the first extraordinary general meeting in 2025 of the Company, or any adjournment thereof, to be held at 4:00 p.m. on Wednesday, July 9, 2025 at Conference Room, 9/F, R&D Building, No. 98 Xinli Road, Beishe, Lili Town, Wujiang District, Suzhou, Jiangsu Province, PRC

"Group"
the Company and its subsidiaries and group members from time to time

"Group Contribution"
contribution in the form of money or otherwise made by the Company or any of its subsidiaries

"H Shares"
ordinary shares of RMB1.00 each in the capital of the Company to be subscribed and traded in Hong Kong dollars and listed on the Hong Kong Stock Exchange

"HK$"
Hong Kong Dollar

"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China

"Hong Kong Stock Exchange" or "Stock Exchange"
The Stock Exchange of Hong Kong Limited, a wholly owned subsidiary of Hong Kong Exchanges and Clearing Limited

"Latest Practicable Date"
June 18, 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time

DEFINITIONS

"Other Distributions"	any dividends and other distributions declared and made in respect of any Awarded Shares
"Plan Mandate Limit"	the total number of Shares to be subscribed for and/or purchased by the Trustees by utilising the Group Contribution pursuant to the 2025 Share Award Plan
"Remuneration Committee"	the remuneration committee of the Company as appointed from time to time
"Returned Shares"	such Awarded Shares which are not vested and/or forfeited in accordance with the terms of the Plan (whether as a result of a total lapse or a partial lapse or otherwise), or such Shares being deemed to be Returned Shares
"RMB"	China's legal currency RMB
"Rules of Procedure for Board Meetings"	the Rules of Procedure for Meetings of the Board of Directors of InnoScience (Suzhou) Technology Holding Co., Ltd. (as amended from time to time)
"Rules of Procedure for General Meetings"	the Rules of Procedure for General Meetings of InnoScience (Suzhou) Technology Holding Co., Ltd. (as amended from time to time)
"Selected Participant(s)"	any Eligible Participant for whom Shares have been set aside pursuant to an Award
"SFO"	the Securities and Futures Ordinance, Chapter 571, Laws of Hong Kong
"Shares"	ordinary shares of RMB1.00 each in the share capital of the Company, including Domestic Unlisted Shares and H Shares
"Shareholder(s)"	holders of shares
"Shares Pool"	a pool of issued Shares, fully paid or credited as fully paid, for the time being and from time to time held by the Trustees pursuant to the Trust Deeds at any time during the continuation of the Plan and the Trust Deeds
"Supervisor"	a supervisor of the Company

DEFINITIONS

"Supervisory Committee" the Supervisory Committee of the Company

"treasury shares" has the meaning ascribed to it in the Hong Kong Listing Rules (as amended from time to time) effective on 11 June 2024

"Trust Deeds" the trust deeds to be entered into by the Company and the Trustees (as amended, supplemented or modified from time to time)

"Trustees" Vistra Trust (Hong Kong) Limited and China Credit Trust Co., Ltd., the trustees as appointed in accordance with the terms of the Trust Deeds and independent of the Company and its connected persons. None of the Directors is trustee of the 2025 Share Award Plan nor has a direct or indirect interest in the trustees

"Vesting Date" in relation to any Selected Participant, the date on which the legal and beneficial ownership of the Awarded Shares are vested in such Selected Participant pursuant to the 2025 Share Award Plan

"Vesting Period" in relation to any Selected Participant, the period commencing on the date on which the Awarded Shares have been provisionally set aside pursuant to an Award to such Selected Participant under the 2025 Share Award Plan and ending on the Vesting Date

"%" percentage

LETTER FROM THE BOARD

Innoscience 英诺赛科

InnoScience (Suzhou) Technology Holding Co., Ltd.

英諾賽科(蘇州)科技股份有限公司

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

(Stock Code: 2577)

Executive Directors:

Dr. Weiwei LUO (Chairperson of the Board)

Mr. Jay Hyung SON

Dr. WU Jingang (Chief Executive Officer)

Mr. ZHONG Shan (Chief Financial Officer)

Non-executive Directors:

Dr. WANG Can

Ms. ZHANG Yanhong

Ms. CUI Mizi

Independent non-executive Directors:

Mr. WONG Hin Wing, MH, JP

Dr. YI Jiming

Dr. YANG, Simon Shi-Ning

Dr. CHAN, Philip Ching Ho

Registered office,

headquarters and principal place

of business in China:

No. 98 Xinli Road

Beishe, Lili Town

Wujiang District,

Suzhou

Jiangsu Province,

PRC

Principal place of

business in Hong Kong:

40/F, Dah Sing Financial Centre

248 Queen's Road East

Wanchai, Hong Kong

June 19, 2025

To the Shareholders

Dear Sir or Madam,

PROPOSED ADOPTION OF THE 2025 SHARE AWARD PLAN

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND CANCELLATION OF THE SUPERVISORY COMMITTEE

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE

FOR GENERAL MEETINGS

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE

FOR BOARD MEETINGS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide Shareholders with relevant information to enable them to make informed decisions at the Extraordinary General Meeting on resolutions relating to (1) the proposed adoption of the 2025 Share Award Scheme; (2) the proposed

LETTER FROM THE BOARD

amendments to the Articles of Association and cancellation of the Supervisory Committee; (3) the proposed amendments to the Rules of Procedure for General Meetings; and (4) the proposed amendments to the Rules of Procedure for Board Meetings. Of these, items (1) (2) are special resolutions and items (3) (4) are ordinary resolutions.

2. PROPOSED ADOPTION OF THE 2025 SHARE AWARD PLAN

As disclosed in the Company’s announcement dated March 28, 2025, the Board has proposed the adoption of the 2025 Share Award Plan, and a special resolution will be proposed at the Extraordinary General Meeting to consider and approve the proposed adoption of the 2025 Share Award Plan. The 2025 Share Award Plan will take effect upon approval by Shareholders at the Extraordinary General Meeting.

The full text of the rules of the Plan is set out in Appendix I to this circular.

The principal contents of the 2025 Share Award Plan are as follows:

(1) Purpose of the 2025 Share Award Plan

The purpose of the 2025 Share Award Plan is to motivate the employees of the Company by awarding shares, enhance their work enthusiasm and loyalty, and promote the long-term stable development of the Company. It aims to share the profits generated from the growth of the Company by granting the Company’s shares to its employees, enhance their sense of responsibility and mission for the development of the Company, while attracting and retaining outstanding talents to enhance the Company’s core competitiveness.

(2) Validity Period

Except for any early termination determined by the Board in accordance with the rules of the 2025 Share Award Plan, the 2025 Share Award Plan shall be valid and effective for a period of 10 years from the Adoption Date, and no further Award may be made after the expiry of the validity period.

(3) Source of Funds

The source of funds for the 2025 Share Award Plan is the Company’s internal funds; and/or the amount that the incentive recipients are required to pay to the Company (or other persons instructed by the Board and/or the Authorized Persons) in accordance with the terms of the grant letter and/or the rules of the Plan to obtain the Awarded Shares.

LETTER FROM THE BOARD

(4) Source of Shares

The source of H Shares under the 2025 Share Award Plan is the H Shares that the Trustees will acquire using the 2025 Share Award Plan funds and/or additional H Shares (including treasury shares, if any) issued to the Trustees in accordance with the Trust Deeds and the instructions of the Company and the relevant provisions of the rules of the 2025 Share Award Plan.

(5) Plan Mandate Limit

The mandate limit of the 2025 Share Award Plan shall not exceed 10% of the total number of issued H Shares (excluding treasury shares) as at the Adoption Date or the relevant date of approval of the refreshment of the Plan Mandate Limit, which is estimated to be 49,125,718 H Shares (assuming no new H Shares are issued from the Latest Practicable Date to the Adoption Date).

The Board or the Chairperson of the Board (as delegated by the Board) shall not instruct the Trustees to subscribe for and/or purchase any Shares for the purpose of the 2025 Share Award Plan when such subscription and/or purchase will result in the Plan Mandate Limit being exceeded. The Company may seek approval by its Shareholders in general meeting for refreshing the Plan Mandate Limit after three years from the date of Shareholders' approval for the last refreshment or the adoption of the 2025 Share Award Plan and in accordance with the applicable Listing Rules.

(6) Eligible Participants

Persons entitled to participate in the 2025 Share Award Plan are employee participants, including the Company's senior management, core technical personnel and key business personnel who have outstanding contributions to the Company's development.

In respect of such employee participants, the basis of their qualification is determined from time to time based on the following criteria: (i) their skills, knowledge, experience, expertise and other relevant personal qualities; (ii) their performance, time commitment, responsibilities or conditions of employment and prevailing market practices and industry standards; (iii) the contribution they have made or are expected to make to the growth of the Group and the positive impact they are likely to have on the Group's business and development; (iv) their educational and professional qualifications and industry knowledge; and (v) whether the granting of incentives to them is an appropriate incentive to motivate them to continue to contribute to the better development of the Group.

LETTER FROM THE BOARD

The Board is of the view that the basis for determining the qualification of Eligible Participants is consistent with the purpose of the incentive scheme as it will enable the Group to utilize share incentives to encourage people within the Group to contribute to the Group and benefit the long-term development of the Group by aligning the mutual interests of both parties through the shareholdings.

(7) Administration of the 2025 Share Award Plan

The 2025 Share Award Plan shall be subject to the administration of the Board or the Chairperson of the Board (as delegated by the Board) whose decisions on all matters arising in relation to the 2025 Share Award Plan or its interpretation or effect shall be final, conclusive and binding on all persons who may be affected thereby, provided that such administration shall not prejudice the powers of the Trustees as provided under the Trust Deeds.

For avoidance of doubt, the Remuneration Committee shall have powers on recommending and/or deciding (on and subject to the terms and conditions provided under the 2025 Share Award Plan) the Selected Participants, the number of Awarded Shares to be awarded to the respective Selected Participants and other related matters as expressly provided under the 2025 Share Award Plan.

In the event that a Selected Participant or his/her associate is a member of the Board, such person will abstain from voting on any approval by the Board of an Award to such Selected Participants.

(8) Award of Shares

The Board or the Chairperson of the Board (as delegated by the Board) shall, subject to and in accordance with the 2025 Share Award Plan, be entitled (but shall not be bound) to, at any time during the continuation of the 2025 Share Award Plan, make an award out of the Shares Pool to any of the Eligible Participants. Such H Shares are fully paid or credited as fully paid, as the Board or the Chairperson of the Board (as delegated by the Board) shall determine pursuant to the 2025 Share Award Plan. The eligibility of any of the Eligible Participants to an Award shall be determined by the Board or the Chairperson of the Board (as delegated by the Board) from time to time on the basis of its opinion as to his/her contribution and/or future contribution to the development and growth of the Group.

LETTER FROM THE BOARD

Grant Date Limit

The Board or the Chairperson of the Board (as delegated by the Board) shall not grant any Award to any Selected Participant or give any direction or recommendation to the Trustees of the Plan with respect to the granting of an Award under, among other things, certain circumstances as set forth below:

(a) the granting of the Award would result in a breach of the plan limit;

(b) upon expiration of the award period or upon early termination of the 2025 Share Award Plan;

(c) no Award shall be granted after inside information (as defined in the SFO) has come to the knowledge of the Company or the Directors reasonably believe that there is inside information which is required to be disclosed pursuant to Rule 13.09(2)(a) of the Listing Rules and the Inside Information Provisions of Part XIVA of the SFO until and including the dealing day on which the information is announced. In particular, no Award shall be granted during the period commencing 30 days immediately before the earlier of: (i) the date of the meeting of the Board (as such date is first notified to the Stock Exchange under the Listing Rules) for approving the results of the Company for any year, half-year, quarterly (if any) or any other interim period (whether or not required under the Listing Rules); and (ii) the deadline to announce the results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules), and ending on the date of the results announcement of the Company. No Awards may be granted during any period of delay in publishing a results announcement.

No Award shall be granted to a Director during the period prohibited under the Model Code for Securities Transactions by Directors of Listed Issuers in the Listing Rules. Where any Award is proposed to be granted to a Director, it shall not be granted, accepted or vested on the date of publication of the financial results of the Company and within the period: (i) during the period of 60 days immediately preceding the publication date of the annual results or, if shorter, the period from the end of the relevant financial year up to the publication date of the results; and (ii) during the period of 30 days immediately preceding the publication date of the quarterly results (if any) and half-year results or, if shorter, the period from the end of the relevant quarterly or half-year period up to the publication date of the results.

Purchase Price of Awarded Shares

Subject to the Listing Rules, the purchase price of any Award, if any, shall be determined by the Board or the Chairperson of the Board (as delegated by the Board) in its sole discretion at the time when the relevant Award is granted (and stated in the notice of grant), taking into account factors such as the current closing price of the H Shares, the purpose of the plan, and the characteristics and background of the relevant participants.

LETTER FROM THE BOARD

(9) Vesting of the Awarded Shares

Vesting Schedule

The Vesting Date in respect of any Award shall be not less than 12 months from the Grant Date. The Awarded Shares will be vested in tranches as per the agreed proportions upon the Selected Participants satisfying the corresponding vesting conditions. The vesting period and vesting schedule are as follows:

Vesting arrangement	Vesting date	Vesting percentage
First vesting date	The first trading day after the expiry of 12 months following the grant date	25%
Second vesting date	The first trading day after the expiry of 24 months following the grant date	25%
Third vesting date	The first trading day after the expiry of 36 months following the grant date	25%
Fourth vesting date	The first trading day after the expiry of 48 months following the grant date	25%

The Board is of the view that the vesting period in the 2025 Share Award Plan is appropriate and such arrangement can attract and retain competent personnel for the Company, which is consistent with the purpose of the 2025 Share Award Plan.

Vesting Conditions

If the labor contract between the Selected Participant and the Company is valid and has not expired, and there is no circumstances provided for in Article 39 of the Labor Contract Law of the PRC (《中華人民共和國勞動合同法》）within the last 12 months, the Trustees shall, subject to the 2025 Share Award Plan, transfer to any Selected Participant the legal and beneficial ownership of the Awarded Shares to which such Selected Participant is entitled under the relevant Award as soon as practicable after the latest of:

(a) the vesting date according to the vesting schedule above;

(b) the receipt by the Trustees of the requisite information and documents stipulated by the Trustees within the stipulated period; and

(c) where applicable, the date on which the condition(s) and/or performance target(s) (if any) to be attained or paid by such Selected Participant as specified in the related Award Notice have been attained or paid and notified to the Trustees by the Board or the Chairperson of the Board (as delegated by the Board) in writing.

10 -

LETTER FROM THE BOARD

Among them, the performance targets (if any) will be tailored to the specific circumstances of the relevant Selected Participants. Depending on the specific circumstances, the performance targets may include, but are not limited to: (i) the annual results and performance of the Group or members of the Group; (ii) the achievement of milestones of important projects of the Group; (iii) the key performance indicators of the Selected Participant’s department and/or business unit; and (iv) the position held by the Selected Participants and the results of their annual appraisal, etc. The Board or the Chairperson of the Board (as delegated by the Board) or the Remuneration Committee will conduct a comparative assessment at the end of the performance period of the relevant performance targets to determine, in its absolute discretion, whether or not the relevant performance targets have been achieved.

During the Vesting Period:

(A) any dividends and Other Distributions declared and made in respect of any Awarded Shares shall belong to the Trustees and the relevant Selected Participant shall not have any right whatsoever in such Other Distributions in respect of any Awarded Shares or otherwise unless and until the relevant Awarded Shares are vested in such Selected Participant in accordance with the 2025 Share Award Plan. Such Other Distributions shall be applied to subscription for and/or purchase of Shares for the purpose of satisfying any further Awards by the Board or the Chairperson of the Board (as delegated by the Board) in accordance with the 2025 Share Award Plan and, upon termination of the 2025 Share Award Plan, shall be treated and dealt with as income of the trust fund under the Trust Deeds generally and, for administration of the Plan, the Trustees shall be entitled to use and/or transfer such Other Distributions in any manner as directed by the Board or the Chairperson of the Board (as delegated by the Board);

(B) if the Company offers to Shareholders new Shares or other securities for subscription by way of rights, options or warrants and no amount is required to be payable by the Shareholders for such rights, options or warrants, the Trustees may (after obtaining a written consent from the Board or the Chairperson of the Board (as delegated by the Board)) (i) sell any nil-paid rights, options or warrants allocated to the Awarded Shares held by the Trustees (if there is an open market for such rights, options or warrants), or (ii) take steps to exercise such nil-paid rights, options or warrants by applying the Group Contributions in the form of cash then held by the Trustees. For the avoidance of doubt, no Selected Participants shall have any right to, or interest in, any nil-paid rights, options or warrants (or the underlying Shares, or the proceeds of sale of any such nil-paid rights, options or warrants) allocated under such offer, or any Shares arising from the exercise of such nil-paid rights, options or warrants;

LETTER FROM THE BOARD

(C) if the Company offers to the Shareholders new shares or other securities for subscription by way of rights, options, warrants or other open or preferential offer and consideration is required to be paid for the taking up and/or the exercise of such rights, options, warrants or open or preferential offer, the Trustees may (after obtaining a written consent from the Board or the Chairperson of the Board (as delegated by the Board)) (i) refuse to take up, purchase and/or subscribe for such rights, options or warrants or open or preferential offers, or (ii) take steps to take up, purchase and/or subscribe (in whole or in part) for such rights, options or warrants or open or preferential offers by applying the Group Contributions in the form of cash then held by the Trustees. For the avoidance of doubt, no Selected Participants shall have any right to, or interest in, any such offer;

(D) without prejudice to sub-paragraph (A) above, with respect to any dividends declared by the Company and in connection with which the Company allows its Shareholders to elect to receive Shares in lieu of cash (as provided for in the relevant announcement and/or circular of the Company), then in respect of the Awarded Shares provisionally set aside for any Selected Participant which have not vested, the Trustees (after obtaining a written consent from the Board or the Chairperson of the Board (as delegated by the Board)) shall determine whether it shall elect to receive Shares in lieu of cash or cash in respect of such dividends, and any such scrip dividend or cash dividend so elected and received by the Trustees shall be treated as or constitute Other Distributions referred to in the 2025 Share Award Plan. For the avoidance of doubt, no Selected Participants shall have any right to give any direction to, or make any claim against, the Trustees in relation to the making of the said election; and

(E) if a general or partial offer, whether by way of takeover offer, share repurchase offer or scheme of arrangement or otherwise in like manner is made to all Shareholders other than the offeror, any persons controlled by the offeror and any persons acting in association or concert with the offeror, and such offer becomes or is declared unconditional prior to the grant of the Awarded Shares to the relevant Selected Participants pursuant to the 2025 Share Award Plan, the Selected Participant shall be entitled to, subject to the direction of the Board or the Chairperson of the Board (as delegated by the Board), receive all of his Awarded Shares at any time before the expiry of the period of ten (10) business days following the date on which the offer becomes or is declared unconditional.

(10) Rights and Interests of Awarded Shares

An Award shall be personal to the Selected Participant and shall not be transferable or assignable and no Selected Participant shall in any way sell, transfer, charge, mortgage, encumber or otherwise dispose of or create any security or adverse interest whatsoever in favor of any third party over or in relation to an Award or enter or purport to enter into any agreement to do so. Any breach of the foregoing by any Selected Participant shall entitle the Company to cancel the Award made to such Selected Participant, and the Board or the Chairperson of the Board (as delegated by the Board) shall notify the Trustees in writing accordingly.

LETTER FROM THE BOARD

(11) Grant to any Director, Chief Executive or Substantial Shareholder of the Company, or any of his/her/its Respective Associates

Any grant of Awards to any Director, chief executive or substantial Shareholder, or any of his/her/its respective associates, shall be subject to the prior approval of the Board or the Remuneration Committee (excluding any member who is a proposed recipient of the grant of the Award) and the independent non-executive Directors of the Company (excluding any independent non-executive Director who is a proposed recipient of the grant of Awards). In addition:

(A) where any grant of Awards (excluding grant of share options) to any Director (other than an independent non-executive Director) or chief executive of the Company, or any of his/her/its respective associates, would result in the Shares issued and to be issued in respect of all Awards granted (excluding any Awards lapsed in accordance with the terms of the 2025 Share Award Plan) to such person in the 12-month period up to and including the date of such grant representing in aggregate over 0.1% of the H Shares of the Company in issue (excluding treasury shares) at the date of such grant; or

(B) where any grant of Awards to an independent non-executive Director or substantial Shareholder (or any of his/her/its respective associates) would result in the number of Shares issued and to be issued upon exercise of all Awards already granted (excluding any Awards lapsed in accordance with the terms of the Plan) to such person in the 12 month period up to and including the date of such grant representing in aggregate over 0.1% (or such other higher percentage as may from time to time be specified by the Stock Exchange) of the H Shares of the Company in issue (excluding treasury shares),

such further grant of Awards must be approved by Shareholders in general meetings in the manner required, and subject to the requirements set out, in the Listing Rules. The Selected Participants, his/her associates and all core connected persons of the Company must abstain from voting rights at such general meeting. The Company must comply with the relevant requirements of the Listing Rules.

The maximum number of Shares, in a 12-month period up to and including the date of award, which may be subject to an Award or Awards to a Selected Participant together with any Shares to be issued under any options granted to such Selected Participant under any share option schemes of the Company shall not (i) in aggregate exceed 1% of the issued H Shares of the Company (excluding treasury shares) as at the Adoption Date; and (ii) exceed any limits applicable to such Selected Participant under the Listing Rules.

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LETTER FROM THE BOARD

(12) Voting Rights of H Shares in Shares Pool

The Trustees shall not exercise the voting rights in respect of any H Shares held under the trust constituted by the Trust Deeds (including but not limited to any Shares in the Shares Pool, the Awarded Shares, the returned Shares, any bonus Shares and scrip Shares). In particular, the Trustees holding unvested Shares under the 2025 Share Award Plan, whether directly or indirectly, shall abstain from voting on matters that require Shareholders’ approval under the Listing Rules, unless otherwise required by law to vote in accordance with the beneficial owner’s direction and such a direction is given.

(13) Lapse of Awards and Returned Shares

In the event that any Selected Participant who is an employee ceases to be an employee of the Group by virtue of the corporate reorganization of the Group, then any Award made to such Selected Participant shall forthwith lapse and be cancelled.

In the event (i) a Selected Participant ceases to be an employee of the Company other than for reason as provided in the 2025 Share Award Plan; or (ii) the subsidiary by which a Selected Participant is employed or, in respect of a deceased or retired Selected Participant under the 2025 Share Award Plan, was employed immediately prior to his death or retirement, ceases to be a subsidiary of the Company (or of a member of the Group); or (iii) the Selected Participant has been guilty of misconduct, or has committed any act of bankruptcy or has become insolvent or is subject to any winding-up, liquidation or analogous proceedings or has made any arrangement or composition with his creditors generally, or has been convicted any criminal offence involving his integrity or honesty; or (iv) the Selected Participant could no longer make any contribution to the growth and development of any member of the Group by reason of the cessation of its relationship with the Group or by any other reasons whatsoever; or (v) an order for the winding-up of the Company is made or a resolution is passed for the voluntary winding-up of the Company (otherwise than for the purposes of amalgamation or reconstruction), under which substantially all businesses, assets and liabilities of the Company shall be passed to a successor company, the Award shall automatically lapse forthwith and all the Awarded Shares shall not be vested on the relevant Vesting Date, and will be returned as Shares referred to in the scheme.

In the event that the Board or the Chairperson of the Board (as delegated by the Board) determines in its absolute discretion that any condition(s) and/or performance target(s) to be duly fulfilled by such Selected Participant as specified in the related Award Notice has not been duly fulfilled or has not been waived by the Board or the Chairperson of the Board (as delegated by the Board), the Board or the Chairperson of the Board (as delegated by the Board) shall be entitled to determine that the Award made to such Selected Participant shall lapse forthwith and the relevant Awarded Shares shall not vest on the relevant Vesting Date.

The Board is of the view that the lapse and clawback mechanism in the 2025 Share Award Plan provides the Company with an option to recover the equity incentives granted to the Selected Participants who have engaged in misconduct, which is consistent with the purpose of the 2025 Share Award Plan and the interests of the Shareholders.

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LETTER FROM THE BOARD

(14) Alteration or Termination of the 2025 Share Award Plan

The following alterations to the 2025 Share Award Plan shall be considered and approved at a general meeting: (i) any material amendments to the terms and conditions of the 2025 Share Award Plan or any amendments to the provisions relating to the matters as set out in Rule 17.03 of the Listing Rules to the advantage of Selected Participants; (ii) any changes to the authority of the Board under the 2025 Share Award Plan or to the power to amend the terms of the Plan.

Without exceeding the scope of the authorization of the Plan and subject to the provisions mentioned above, minor amendments or supplements may be made to the 2025 Share Award Plan by a resolution of the Board for the purposes of (i) facilitating the administration of the 2025 Share Award Plan; or (ii) complying with the provisions of existing laws or regulations (including the Listing Rules) or any amendments thereto. However, no such alteration shall operate to affect adversely any rights of any Selected Participant in respect of his Awarded Shares which remain unvested except with the consent in writing of the majority of the Selected Participants whose Awarded Shares remained unvested on that date (but, for the avoidance of doubt, excluding for this purpose any such Shares in respect of which that date is a Vesting Date) as would be required of the Shareholders under the articles of association of the Company for a variation of the rights attached to such Shares.

In the event that the award of incentives has been approved by the Board, the Remuneration Committee, the independent non-executive Directors and/or the Shareholders (as the case may be), any amendment to the terms of the proposed award of incentives to the Selected Participants must also be approved by the Board, the Remuneration Committee, the independent non-executive Directors and/or the Shareholders (as the case may be). The above provisions do not apply where the alterations take effect automatically under the existing terms of the 2025 Share Award Plan.

The amended terms of the 2025 Share Award Plan must comply with all applicable laws, rules and regulations (including without limitation the Listing Rules).

The 2025 Share Award Plan shall terminate on the earlier of:

(i) the date on which the validity period expires; and

(ii) such date of early termination as determined by the Board or the Chairperson of the Board (as delegated by the Board) and notified to the Trustees in writing, provided that such termination shall not affect any subsisting rights of any Selected Participant hereunder.

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LETTER FROM THE BOARD

(15) Cancellation of Awards Granted

Cancellation of any Award granted but not yet vested is subject to prior notice to the relevant Selected Participant. Where the Company cancels an Award and grants a new Award to the same grantee, the grant of such new Award may only be made if there are Awards available within the Plan Mandate Limit and in compliance with the terms of the 2025 Share Award Plan. The cancelled Awarded Shares will be regarded as utilised for the purpose of calculating the Awarded Shares available.

Proposed Authorization to the Board to Handle Matters Related to the 2025 Share Award Plan

To ensure the successful implementation of the 2025 Share Award Plan, the Board recommends, subject to the approval of the 2025 Share Award Plan by the Shareholders at the Extraordinary General Meeting, the Shareholders to authorize the Board and/or the authorized persons to handle matters related to the 2025 Share Award Plan, including but not limited to:

(1) formulating and modifying the administration measures and implementation rules related to the 2025 Share Award Plan;

(2) establishing and adjusting the employee shareholding platform, determining the registration place and structure of the employee shareholding platform (including but not limited to establishing a shareholding platform with a trust company);

(3) handling the approval, registration, filing, verification, consent and other procedures at relevant government departments and regulatory agencies for matters related to the 2025 Share Award Plan, and signing, executing, modifying and completing the documents submitted to relevant government departments, regulatory agencies, organizations and individuals;

(4) appointing financial advisors, accountants, lawyers and other intermediary institutions for the purpose of implementing the 2025 Share Award Plan; and

(5) taking all actions that it deems necessary, appropriate or suitable in connection with the 2025 Share Award Plan.

Except for matters that are clearly required to be approved by the general meeting or the Board as stipulated by laws and regulations and the 2025 Share Award Plan (including material amendments to the terms and conditions of the 2025 Share Award Plan to be approved by the general meeting or any amendments to the provisions relating to

LETTER FROM THE BOARD

the matters as set out in Rule 17.03 of the Listing Rules to the advantage of Selected Participants as referred to in “(14) Alteration or Termination of the 2025 Share Award Plan”), other matters may be exercised by the Chairman or other entities and personnel authorized by the Board.

Existing Share Incentive Scheme of the Company

As of the date of this circular, the existing share incentive scheme of the Company is the pre-IPO share incentive scheme as amended and approved by the Board on April 7, 2024 as disclosed in the prospectus of the Company, which is not subject to the provisions of Chapter 17 of the Listing Rules, and the maximum number of Shares permitted to be granted under such incentive scheme is 71,678,760 Shares. As of the Latest Practicable Date, the number of Shares granted under the scheme was 70,880,760 Shares, representing 99% of the total number of Shares granted under the scheme, and the number of Shares not yet granted was 798,000 Shares, representing 1% of the total number of Shares granted under the scheme. The Board confirms that the Company will grant no further awards under the scheme.

Documents on Display

The plan document of the 2025 Share Award Plan will be published on the websites of the Stock Exchange and the Company for display for a period of not less than 14 days prior to the date of the EGM.

Listing Rules Implications

The 2025 Share Award Plan constitutes a share scheme involving the grant of new Shares and/or existing Shares by the Company and is subject to the applicable disclosure requirements under Chapter 17 of the Listing Rules.

As the Company was listed on the Stock Exchange on December 30, 2024, for the avoidance of doubt and in accordance with Rule 10.08 of the Listing Rules, the Company confirms that it will not issue Shares under the 2025 Share Award Plan, nor will it enter into any agreement involving the issuance of such Shares on or before June 30, 2025.

The above resolution has been considered and approved by the Board and is hereby submitted to the Extraordinary General Meeting for consideration and approval by way of a special resolution.

3. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND CANCELLATION OF THE SUPERVISORY COMMITTEE

As disclosed in the announcement of the Company dated May 21, 2025, pursuant to the Transitional Period Arrangements for the Implementation of the Rules of the Supporting Systems of the New Company Law (《關於新<公司法>配套制度規則實施相關過渡期安排》)

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LETTER FROM THE BOARD

and the Guidelines for the Articles of Association of Listed Companies (《上市公司章程指引》) issued by the China Securities Regulatory Commission and the relevant laws and regulations, after taking into account its actual situation and needs, the Company proposes to amend the provisions of the Articles of Association accordingly and cancel the Supervisory Committee.

Certain substantial amendments to the Articles of Association are proposed for the purpose of (i) canceling the establishment of the Supervisory Committee, with the powers and functions of the Supervisory Committee to be performed by the audit committee of the Board; (ii) establishing the role of employee representative director; and (iii) making consequential improvements in accordance with the foregoing (the "Proposed Amendments"). The comparison table of amendments to the Articles of Association is set out in Appendix II to this circular.

The above resolution has been considered and approved by the Board and is hereby submitted to the Extraordinary General Meeting for consideration and approval by way of a special resolution.

4. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS

The Company intends to amend the Rules of Procedure for General Meetings accordingly in accordance with the Proposed Amendments to the Articles of Association. The comparison table of amendments to the Rules of Procedure for General Meetings is set out in Appendix III to this circular.

The above resolution has been considered and approved by the Board and is hereby submitted to the Extraordinary General Meeting for consideration and approval by way of an ordinary resolution.

5. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS

The Company intends to amend the Rules of Procedure for Board Meetings accordingly in accordance with the Proposed Amendments to the Articles of Association. The comparison table of amendments to the Rules of Procedure for Board Meetings is set out in Appendix IV to this circular.

The above resolution has been considered and approved by the Board and is hereby submitted to the Extraordinary General Meeting for consideration and approval by way of an ordinary resolution.

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LETTER FROM THE BOARD

6. NOTICE OF EXTRAORDINARY GENERAL MEETING

The notice of the EGM is set out on pages 157 to 158 of this circular.

Pursuant to the Listing Rules and the Articles of Association, a resolution proposed at the EGM will be voted on by poll. The Company will publish an announcement of the poll results after the EGM in the manner prescribed under the Listing Rules.

For the purpose of determining the identity of the holders of H Shares entitled to attend and vote at the EGM, the register of members of the Company will be closed from Friday, July 4, 2025 to Wednesday, July 9, 2025 (both days inclusive), during which period no transfer of H Shares will be effected. In order to be eligible to attend and vote at the EGM, holders of unregistered H Shares of the Company must ensure that all transfers accompanied by the relevant share certificates must be lodged with 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. (Hong Kong time) on Thursday, July 3, 2025, being the closing date for registration.

A proxy form for use at the EGM is enclosed with this circular and is also available on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (https://www.innoscience.com). You must complete and sign the proxy form in accordance with the instructions printed thereon and deposit it together with the power of attorney or other authority (if any) signed or a notarized copy of such power of attorney or authority with Tricor Investor Services Limited, the Company's H share registrar, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible but in any event not later than 24 hours before the time appointed for holding the EGM (or any adjournment thereof), i.e. not later than 4:00 p.m. on Tuesday, July 8, 2025. Completion and return of the proxy form shall not preclude you from attending and voting at the EGM or any adjourned meeting if you so wish, in which case the completed and returned proxy form shall be deemed to have been withdrawn.

7. RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the adoption of the 2025 Share Award Plan will achieve the incentive targets and the terms and conditions of the 2025 Share Award Plan are on normal commercial terms, and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The Board considers that all the resolutions to be proposed for grant at the EGM are in the interests of the Company, the Group and the Shareholders. Therefore, the Shareholders are recommended to vote in favor of the relevant resolutions to be proposed at the EGM.

LETTER FROM THE BOARD

8. RESPONSIBILITY STATEMENT

This circular, for which the Directors of the Company 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 the omission of which would make this document or any statement herein misleading.

Yours sincerely

By order of the Board of Directors

InnoScience (Suzhou) Technology Holding Co., Ltd.

Dr. Weiwei Luo

Chairperson and Executive Director

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APPENDIX I

RULES OF THE 2025 SHARE AWARD PLAN

InnoScience (Suzhou) Technology Holding Co., Ltd.

RULES OF THE 2025 SHARE AWARD PLAN

1. DEFINITIONS

1.1 In this Plan, except where the context otherwise requires, the following expressions have the following meanings:

"Adoption Date" the date on which this Plan is approved and adopted at a general meeting of the Company

"Articles" the articles of association of the Company as adopted or amended from time to time

"Associates" shall bear the meaning ascribed thereto under the Listing Rules

"Award" the Awarded Shares granted in accordance with paragraph 3

"Award Notice" the notice to be sent to the Trustees upon the making of an Award containing the particulars referred to in paragraph 3.4

"Awarded Share(s)" the Share(s) awarded to a Selected Participant pursuant to an Award

"Board" the board of Directors of the Company

"Business Day" a day on which the Stock Exchange is open for the business of dealing in securities

"Company" InnoScience (Suzhou) Technology Holding Co., Ltd., a joint stock company established under the laws of the PRC with limited liability, the H Shares of which are listed on The Stock Exchange of Hong Kong Limited (stock code: 2577)

"Connected Person" shall have the meaning ascribed thereto under the Listing Rules

"Directors" the directors of the Company

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APPENDIX I

RULES OF THE 2025 SHARE AWARD PLAN

“Earliest Vesting Date”	shall have the meaning ascribed thereto in paragraph 3.4(C), which shall be a date not less than 12 months from the date of acceptance of the Award by the relevant Selected Participant unless otherwise permitted under the Listing Rules
“Eligible Participant”	employee participants, such as senior management, core technical personnel and key employee(s) of the Company who have made outstanding contributions to the development of the Company
“Excluded Participant”	any person who is a resident in a place where the award of the Awarded Shares and/or the award of the Returned Shares and/or the vesting and transfer of Shares pursuant to the terms of the Plan is not permitted under the laws and regulations of such place or where the Board or the Chairperson of the Board (as delegated by the Board) or the Trustees (as the case may be) considers it is necessary or expedient to exclude such person in compliance with the applicable laws and regulations of such place
“Group”	the Company and its Subsidiaries and group members from time to time
“Group Contribution”	contribution in the form of money or otherwise made by the Company or any of its Subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic of China
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended, supplemented or otherwise modified from time to time)
“Other Distributions”	shall have the meaning ascribed thereto in paragraph 6.3(A)
“Partial Lapse”	shall have the meaning as set out in paragraph 7.3

APPENDIX I

RULES OF THE 2025 SHARE AWARD PLAN

“this Plan” or “the Plan”	this share award plan constituted by the rules hereof, in its present form or as may be altered from time to time in accordance with paragraph 11
“Remuneration Committee”	the remuneration committee of the Company as appointed by the Board for the time being
“Residual Cash”	being cash remaining in the trust fund in respect of an Awarded Share (including interest income derived from deposits maintained with licensed banks in Hong Kong, and sale proceeds which have not been applied in the acquisition of Shares)
“Returned Shares”	such Awarded Shares which are not vested and/or forfeited in accordance with the terms of the Plan (whether as a result of a Total Lapse or a Partial Lapse or otherwise), or such Shares being deemed to be Returned Shares
“Selected Participant”	any Eligible Participant for whom Shares have been set aside pursuant to an Award
“Shareholder(s)”	the holder(s) of Share(s)
“Shares”	H Shares of the Company, or if there has been a sub-division, capital reduction, consolidation, reclassification or reorganisation in respect of the shares of the Company, shares constituting the H Shares of the Company
“Shares Pool”	shall have the meaning ascribed to it in paragraph 4.1
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subsidiary”	a company which is for the time being and from time to time a subsidiary (within the meaning of Division 4 of Part 1 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)) of the Company, whether incorporated in Hong Kong or elsewhere
“Total Lapse”	shall have the meaning as set out in paragraph 7.2
“treasury shares”	has the meaning ascribed to it under the Listing Rules

APPENDIX I

RULES OF THE 2025 SHARE AWARD PLAN

"Trust Deeds"
the trust deeds to be entered into by the Company and the Trustees (as amended, supplemented or otherwise modified from time to time)

"Trustees"
Vistra Trust (Hong Kong) Limited and China Credit Trust Co., Ltd., the trustees as appointed in accordance with the terms of the Trust Deeds and independent of the Company and its connected persons. None of the Directors is trustee of the 2025 Share Award Plan nor has a direct or indirect interest in the trustees

"Vesting Date"
in relation to any Selected Participant, the date on which the legal and beneficial ownership of the Awarded Shares are vested in such Selected Participant pursuant to an Award as referred to in paragraph 6.1

"Vesting Period"
in relation to any Selected Participant, the period commencing on the date on which the Awarded Shares have been provisionally set aside pursuant to an Award to such Selected Participant as referred to in paragraph 4.1 and ending on the Vesting Date

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APPENDIX I

RULES OF THE 2025 SHARE AWARD PLAN

1.2 In these rules:

(A) the headings are for ease of reference only and shall be ignored in construing these rules of the Plan;

(B) references to paragraphs or sub-paragraphs are references to paragraphs or sub-paragraphs of this Plan;

(D) words importing one gender include both genders and the neuter and vice versa;

(E) references to persons include bodies corporate and unincorporated;

(F) references to any statutory provisions or rules prescribed by any statutory bodies shall include the same as from time to time amended, consolidated and re-enacted; and

(G) references to any statutory body shall include the successor thereof and any body established to replace or assume the functions of the same.

PURPOSES, ADMINISTRATION AND DURATION

2.1 The purpose of the Plan is to motivate the employees of the Company by awarding Shares, enhance their work enthusiasm and loyalty, and promote the long-term stable development of the Company. It aims to share the profits generated from the growth of the Company by granting the Company's Shares to its employees, enhance their sense of responsibility and mission for the development of the Company, while attracting and retaining outstanding talents to enhance the Company's core competitiveness.

2.2 The Plan shall be subject to the administration of the Board or the Chairperson of the Board (as delegated by the Board) whose decisions on all matters arising in relation to the Plan or its interpretation or effect shall be final, conclusive and binding on all persons who may be affected thereby, provided that such administration shall not prejudice the powers of the Trustees as provided under the Trust Deeds; and for avoidance of doubt, the Remuneration Committee shall have powers on recommending and/or deciding (on and subject to the terms and conditions provided under this Plan) the selection of the Selected Participants, the number of Awarded Shares to be awarded to the respective Selected Participants and other related matters as expressly provided under this Plan. In the event that a Selected Participant or his/her associate is a member of the Board, such person shall abstain from voting on the resolution of the Board approving any Award to such Selected Participant.

APPENDIX I

RULES OF THE 2025 SHARE AWARD PLAN

2.3 A Selected Participant shall ensure that the acceptance, vesting and holding of any Awarded Shares under this Plan and the exercise of all rights attaching thereto are valid and comply with all laws, legislations and regulations, including all applicable exchange control, fiscal and other laws to which he is subject. The Board or the Chairperson of the Board (as delegated by the Board) may, as a condition precedent of making an Award, require an Eligible Participant to produce such evidence as it may reasonably require for such purpose.

2.4 Subject to paragraph 12, the Plan shall be valid and effective for a period of 10 years from the Adoption Date, and no further Award may be made after the expiry of the validity period.

3. AWARD OF SHARES

3.1 The Board or the Chairperson of the Board (as delegated by the Board) shall, subject to and in accordance with these rules of the Plan, be entitled (but shall not be bound) to, at any time during the continuation of the Plan, grant an award (the "Award") out of the Shares Pool to any of the Eligible Participants (as it shall in its absolute discretion select but excluding any Excluded Participant) such number of issued Shares, fully paid or credited as fully paid, as the Board or the Chairperson of the Board (as delegated by the Board) shall, subject to paragraph 8, determine pursuant to these rules of the Plan. For the avoidance of doubt, until so selected, no Eligible Participant shall be entitled to participate in this Plan.

3.2 Without prejudice to paragraph 4.2, the making of an Award to any Connected Person shall be in compliance with the applicable requirements under the Listing Rules.

3.3 The eligibility of any of the Eligible Participants to an Award shall be determined by the Board or the Chairperson of the Board (as delegated by the Board) from time to time on the basis of its opinion as to his contribution and/or future contribution to the development and growth of the Group.

3.4 The Board or the Chairperson of the Board (as delegated by the Board) shall notify the Trustees by a notice in writing (the "Award Notice") upon the making of an Award under this Plan and the Award Notice shall specify the following:

(A) the name, address, identity card (or, as the case may be, passport) number and position of the relevant Selected Participant and whether the Selected Participant is a Connected Person;

(B) the number of Awarded Shares provisionally awarded to the relevant Selected Participant pursuant to such Award;

(C) the earliest date ("Earliest Vesting Date") and other subsequent date(s), if any, on which the Trustees may vest the legal and beneficial ownership of the Awarded Shares (or the relevant portions thereof) or the net proceeds thereof in the relevant Selected Participant under paragraph 6.1;

APPENDIX I

RULES OF THE 2025 SHARE AWARD PLAN

(D) the condition(s) and/or performance target(s), if any, that must be duly fulfilled by the relevant Selected Participant before any of the Awarded Shares may be transferred to and vested in such Selected Participant under such Award;

(E) the condition(s) and/or performance target(s) of the Selected Participant, if any, that must be duly altered or waived before any of the Awarded Shares may be transferred to and vested in such Selected Participant under such Award;

(F) whether the Awarded Shares or any part thereof should be acquired by subscription, purchase of Shares and/or whether the Awarded Shares or any part thereof should be satisfied by applying any Returned Share(s), and in the case of subscription, the subscription price therefore; and

(G) such other terms and conditions of such Award as may be imposed by the Board or the Chairperson of the Board (as delegated by the Board) which are not inconsistent with these rules of the Plan and the Trust Deeds on either the Trustees (with the prior written consent of the Trustees unless the same has already been provided for in the Trust Deeds) and the relevant Selected Participant, or any of them before the Awarded Shares may be transferred to and vested in such Selected Participant.

3.5 The Board or the Chairperson of the Board (as delegated by the Board) shall notify the Selected Participant in writing after an Award has been provisionally granted to such Selected Participant and the notice shall contain substantially the same information as that set out in the Award Notice provided that nothing contained in such notice shall be construed as conferring any rights, interests, benefits and title to and in the Awarded Shares on such Selected Participant before the vesting of the legal and beneficial ownership of such Awarded Shares in the Selected Participant in accordance with these rules of the Plan. An Award shall be deemed to be unconditionally declined in its entirety by a Selected Participant unless the Selected Participant shall within ten (10) Business Days after receipt of such notice from the Board or the Chairperson of the Board (as delegated by the Board) notify the Company in writing that he would accept such Award.

3.6 The Board or the Chairperson of the Board (as delegated by the Board) shall not grant any Award to any Selected Participant or give any direction or recommendation to the Trustees of the Plan with respect to the granting of an Award under, among other things, certain circumstances as set forth below:

(a) the granting of the Award would result in a breach of the plan limit;

(b) upon expiration of the award period or upon early termination of the Plan;

APPENDIX I

RULES OF THE 2025 SHARE AWARD PLAN

particular, no Award shall be granted during the period commencing 30 days immediately before the earlier of: (i) the date of the meeting of the Board (as such date is first notified to the Stock Exchange under the Listing Rules) for approving the results of the Company for any year, half-year, quarterly (if any) or any other interim period (whether or not required under the Listing Rules); and (ii) the deadline to announce the results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules), and ending on the date of the results announcement of the Company. No Awards may be granted during any period of delay in publishing a results announcement.

3.7 From the date of vesting of an Award, the Awarded Shares held by the Trustees upon trust and which are referable to a Selected Participant shall vest in that Selected Participant.

3.8 Notwithstanding the provisions of paragraph 3.7, but subject to paragraph 7.2, at any time prior to a Vesting Date, unless the Board or the Chairperson of the Board (as delegated by the Board) otherwise determines, in respect of a Selected Participant who: (A) died, all the Awarded Shares of the Selected Participant shall be deemed to be vested in the Selected Participant on the day immediately prior to his death; or (B) (in the case of a Selected Participant who is an employee) retired at his normal retirement date, all the Awarded Shares of the Selected Participant shall be deemed to be vested in the Selected Participant on the day immediately prior to his normal retirement date; or (C) (in the case of a Selected Participant who is an employee) retired at an earlier retirement date (with prior written agreement given by the Company or the Subsidiary), all the Awarded Shares of the Selected Participant shall be deemed to be vested in the Selected Participant on the day immediately prior to his earlier retirement date.

3.9 Subject to paragraph 6.2, in the event of the death of a Selected Participant, the Trustees shall hold the vested Awarded Shares and the dividends and Other Distributions declared and made in respect of the vested Awarded Shares (hereinafter referred to as "Benefits") upon trust, and the Trustees shall hold the Benefits or any portion thereof which may not be transferred to others or applied under the said authority.

APPENDIX I

RULES OF THE 2025 SHARE AWARD PLAN

3.10 An Award shall be personal to the Selected Participant and shall not be transferable or assignable and no Selected Participant shall in any way sell, transfer, charge, mortgage, encumber or otherwise dispose of or create any security or adverse interest whatsoever in favour of any third party over or in relation to an Award or enter or purport to enter into any agreement to do so. Any breach of the foregoing by any Selected Participant shall entitle the Company to cancel the Award granted to such Selected Participant, and the Board or the Chairperson of the Board (as delegated by the Board) shall notify the Trustees in writing accordingly.

4. POOL OF AWARDED SHARES

4.1 Upon the receipt of an Award Notice, the Trustees shall set aside from the Shares Pool the Awarded Shares provisionally awarded to the Selected Participant to whom such Award Notice relates pending the transfer and vesting of the Awarded Shares under the Award to which such Award Notice relates in accordance with paragraph 6. The Trustees may, at any time during the continuation of the Plan and the Trust Deeds, set aside the appropriate number of Awarded Shares out of a pool of issued Shares, fully paid or credited as fully paid, for the time being and from time to time held by the Trustees pursuant to the Trust Deeds (the "Shares Pool") comprising the following:

(A) such Shares as may be purchased by the Trustees on the Stock Exchange or other stock exchanges in accordance with paragraph 4.2 by utilising the Group Contribution and Other Distributions, but subject to the limitations set out in paragraph 8;

(B) such Shares as may be subscribed for by the Trustees in accordance with paragraph 4.2 by utilising the Group Contribution and Other Distributions, but subject to the limitations set out in paragraph 8;

(C) such Shares as may be allotted or issued to the Trustees as a holder of Shares, whether by way of scrip dividend or otherwise;

(D) such Shares which remain unvested and reverted to the Trustees pursuant to paragraph 7;

(E) such Shares which any person or company recommended by the Company may irrevocably donate or transfer to or irrevocably vest or caused to be vested in the Trustees to be held upon trusts, and subject to the powers and provisions in the Trust Deeds;

(F) Treasury shares which may be irrevocably donated or transferred to or irrevocably vest or caused to be vested in the Trustees to be held upon trusts, and subject to the powers and provisions in the Trust Deeds; and

(G) Returned Shares.

APPENDIX I

RULES OF THE 2025 SHARE AWARD PLAN

4.2 The following provisions of this paragraph 4.2 shall provide for and govern the purchase of and/or subscription for the Awarded Shares by utilising the Group Contribution:

(A) At any time during any particular financial year, the Board or the Chairperson of the Board (as delegated by the Board), after having regard to all relevant circumstances and affairs of the Group (including without limitation the Group's business and operational conditions, business plans and cashflow requirements currently and in the near future), may from time to time cause to be paid to the Trustees from the Company's resources such amount of moneys which may be utilised by the Trustees to purchase and/or subscribe for Shares which will constitute the Shares Pool.

(B) Within 30 Business Days on which the trading of the Shares has not been suspended (or such longer period as the Trustees and the Board or the Chairperson of the Board (as delegated by the Board) may agree from time to time having regard to the circumstances of the purchase concerned) after receiving (a) the Group Contribution; (b) any Other Distributions referred to in paragraph 6.3(A); or (c) any proceeds arising from such sales as mentioned in paragraph 6.3(B), the Trustees shall apply the same towards the purchase of the maximum number of board lots of Shares, respectively at the prevailing market price (subject to such maximum price as may be from time to time prescribed by the Board or the Chairperson of the Board (as delegated by the Board)). In the event that the Trustees effect any purchases by off-market transactions, the purchase price for such purchases shall not be higher than the lower of the following: (i) the closing market price on the date of such purchase, and (ii) the average closing market price for the five (5) preceding trading days on which the Shares were traded on the Stock Exchange.

(C) Where any Award is specified to be satisfied by an allotment and issue of new Shares to the Trustees, such allotment and issue should only be made upon fulfilment of the following conditions: (a) the Company having obtained Shareholders' approval in general meeting under general mandate or specific mandate to authorise the Directors to allot and issue new Shares provided that: (i) the total number of Shares to be allotted and issued to the Trustees under this Plan shall not exceed the limit specified in paragraph 8; and (ii) where any Award is proposed to be granted to a Connected Person and the relevant Award of the Awarded Shares is to be satisfied by an allotment and issue of new Shares, the Award shall comply with the requirement of paragraph 8.3 and if no mandate has previously been obtained, it shall be separately approved by the Shareholders in general meeting, where such Connected Person and his/her associates shall abstain from voting and comply with all other requirements of Chapter 14A of the Listing Rules applicable to such Award; and (b) the Listing Committee of the Stock Exchange having granted the listing of and permission to deal in the Shares which may be allotted and issued by the Company to the Trustees pursuant to this Plan.

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(D) Where any Award is proposed to be satisfied by an allotment and issue of new Shares to the Trustees, the Board or the Chairperson of the Board (as delegated by the Board) shall notify the Trustees in writing upon the satisfaction of the conditions referred to in paragraphs 4.2(C)(a) and (b) and, subject to paragraph 4.3, the Board or the Chairperson of the Board (as delegated by the Board) shall instruct the Trustees in writing to apply to, and the Trustees shall within ten (10) Business Days after actual receipt of such instruction apply to, the Company for the allotment and issue of the appropriate number of new Shares. Upon the receipt of the instruction and Group Contribution from the Company, the Trustees shall, subject to paragraph 4.3, satisfy any shortfall, actual or contingent, in the Awarded Shares by purchasing the relevant number of Shares on the Stock Exchange in accordance with paragraph 4.2(B), provided that if any Award is proposed to be granted to a Connected Person, any allocation of funds by the Company to the Trustees for this purpose shall satisfy all applicable requirements of Chapter 14A of the Listing Rules.

(E) If: (i) the Group Contribution received by the Trustees have been applied for purchases of and/or subscriptions for Shares up to the maximum number of Shares to be issued as provided under paragraph 8; or (ii) there are any excess Group Contribution after all the said purchases and/or subscription, the excess Group Contribution shall be returned by the Trustees to the Company as soon as practicable after completion of all such purchases and/or subscription.

(F) For the avoidance of doubt, Shares purchased and/or subscribed for under this paragraph 4.2 shall form part of the capital of the trust fund of the trust constituted by the Trust Deeds.

4.3 If any proposed purchase of or subscription for Shares under paragraph 4.2 shall fall on any day on which the Board or the Chairperson of the Board (as delegated by the Board) is restricted from making any Award or giving any instruction as referred to in paragraph 3.6, the Trustees shall not effect the relevant purchase and/or subscription. The Trustees shall notify the Board or the Chairperson of the Board (as delegated by the Board) in writing at least three (3) Business Days in advance of a proposed date of purchase and/or subscription under paragraph 4.2 and the Board or the Chairperson of the Board (as delegated by the Board) shall instruct the Trustees in writing at least two (2) Business Days prior to such proposed date of purchase and/or subscription if such purchase and/or subscription has to be postponed by reason of this paragraph 4.3, whereupon such purchase and/or subscription shall be postponed to such date as notified by the Board or the Chairperson of the Board (as delegated by the Board) in writing (and in case the Shares are not traded on the Stock Exchange on such date, the next Business Day on which the Shares are traded on the Stock Exchange).

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RULES OF THE 2025 SHARE AWARD PLAN

5. PURCHASE PRICE OF AWARDED SHARES

5.1 Subject to the Listing Rules, the purchase price of any Award, if any, shall be determined by the Board or the Chairperson of the Board (as delegated by the Board) in its sole discretion at the time when the relevant Award is granted (and stated in the Award Notice), taking into account factors such as the current closing price of the H Shares, the purpose of the Plan, and the characteristics and background of the relevant participants.

6. VESTING OF THE AWARDED SHARES

6.1 The Vesting Date in respect of any Award shall be not less than 12 months from the grant date.

6.2 The Awarded Shares will be vested in tranches as per the agreed proportions upon the Selected Participants satisfying the corresponding vesting conditions. The vesting period and vesting schedule are as follows:

Vesting arrangement	Vesting Date	Vesting percentage
First Vesting Date	The first trading day after the expiry of 12 months following the grant date	25%
Second Vesting Date	The first trading day after the expiry of 24 months following the grant date	25%
Third Vesting Date	The first trading day after the expiry of 36 months following the grant date	25%
Fourth Vesting date	The first trading day after the expiry of 48 months following the grant date	25%

If the labor contract between the Selected Participant and the Company is valid and has not expired, and there is no circumstances provided for in Article 39 of the Labor Contract Law of the PRC (《中華人民共和國勞動合同法》）within the last 12 months, the Trustees shall, subject to the provisions under this Plan, transfer to any Selected Participant the legal and beneficial ownership of the Awarded Shares after the latest of:

(a) the Vesting Date as specified in this paragraph 6.1 to which such Award relates;

(b) the receipt by the Trustees of the requisite information and documents stipulated by the Trustees within the stipulated period; and

(c) where applicable, the date on which the condition(s) and/or performance target(s) (if any) to be attained or paid by such Selected Participant have been attained or paid and notified to the Trustees by the Board or the Chairperson of the Board (as delegated by the Board) in writing.

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6.3 During the Vesting Period:

(A) any dividends and other distributions declared and made in respect of any Awarded Shares (“Other Distributions”) shall belong to the Trustees and the relevant Selected Participant shall not have any right whatsoever in such Other Distributions in respect of any Awarded Shares or otherwise unless and until the relevant Awarded Shares are vested in such Selected Participant in accordance with paragraph 6.1. Such Other Distributions shall be applied to subscription for and/or purchase of Shares for the purpose of satisfying any further Awards by the Board or the Chairperson of the Board (as delegated by the Board) in accordance with paragraph 4.1 and, upon termination of this Plan, shall be treated and dealt with as income of the trust fund under the Trust Deeds generally and, for administration of this Plan, the Trustees shall be entitled to use and/or transfer such Other Distributions in any manner as directed by the Board or the Chairperson of the Board (as delegated by the Board);

(B) if the Company offers to Shareholders new Shares or other securities for subscription by way of rights, options or warrants and no amount is required to be payable by the Shareholders for such rights, options or warrants, the Trustees may (after obtaining a written consent from the Board or the Chairperson of the Board (as delegated by the Board)) (i) sell any nil-paid rights, options or warrants allocated to it in respect of the Awarded Shares held by the Trustees if there is an open market for such rights, options or warrants, or (ii) take steps to exercise such nil-paid rights, options or warrants by applying the Group Contribution in the form of cash then held by the Trustees. The net proceeds of such sale (if so sold) shall be applied to subscription for and/or purchase of Shares for the purpose of satisfying any further Awards by the Board or the Chairperson of the Board (as delegated by the Board) in accordance with paragraph 4.2 and, upon termination of this Plan, shall be treated as income of the trust fund under the Trust Deeds generally. For the avoidance of doubt, no Selected Participants shall have any right to, or interest in, any nil-paid rights, options or warrants (or the underlying Shares, or the proceeds from sale of any such nil-paid rights, options or warrants) allocated under such offer, or any Shares arising from the exercise of such nil-paid rights, options or warrants;

(C) if the Company offers to the Shareholders new shares or other securities for subscription by way of rights, options, warrants or other open or preferential offer and consideration is required to be paid for the taking up and/or the exercise of such rights, options, warrants or open or preferential offer, the Trustees may (after obtaining a written consent from the Board or the Chairperson of the Board (as delegated by the Board)) (i) decline to take up, purchase and/or subscribe for such rights, options, warrants or open or preferential offer, or (ii) take steps to take up, purchase and/or subscribe (in whole or in part) for such rights, options, warrants or open or preferential offer by applying the Group Contribution in the form of cash then held by the Trustees. For the avoidance of doubt, no Selected Participants shall have any right to, or interest in, any such offer;

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(D) without prejudice to sub-paragraph (A) above, with respect to any dividends declared by the Company and in connection with which the Company allows its Shareholders to elect to receive Shares in lieu of cash (as provided for in the relevant announcement and/or circular of the Company), then in respect of the Awarded Shares provisionally set aside for any Selected Participant which have not vested, the Trustees (after obtaining a written consent from the Board or the Chairperson of the Board (as delegated by the Board)) shall determine whether it shall elect to receive Shares in lieu of cash or cash in respect of such dividends, and any such scrip dividend or cash dividend so elected and received by the Trustees shall be treated as and constitute Other Distributions referred to in paragraph 6.2(A). For the avoidance of doubt, no Selected Participants shall have any right to give any direction to, or make any claim against, the Trustees in relation to the making of the said election; and

(E) if a general or partial offer, whether by way of takeover offer, share repurchase offer or scheme of arrangement or otherwise in like manner is made to all Shareholders other than the offeror, any persons controlled by the offeror and any persons acting in association or concert with the offeror, and such offer becomes or is declared unconditional prior to the granting of the Awarded Shares to the relevant Selected Participants pursuant to paragraph 6.1, the Selected Participant shall be entitled to, subject to the direction of the Board or the Chairperson of the Board (as delegated by the Board), be vested with all of his Awarded Shares at any time before the expiry of the period of ten (10) Business Days following the date on which the offer becomes or is declared unconditional.

6.4 As referred to in paragraph 3.10, an Award shall be personal to a Selected Participant and shall not be transferable. In the event that a Selected Participant dies prior to the Vesting Date of the Award relating to such Selected Participant, and such Award has not lapsed or been cancelled by reason of paragraphs 3.8 or 7, the Awarded Shares under such Award shall be held by the Trustees on behalf of the personal representative(s) (i.e. the person(s) who, according to the applicable inheritance laws in respect of the death of a Selected Participant, is or are entitled to deal with the property of such Selected Participant) of such Selected Participant.

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RULES OF THE 2025 SHARE AWARD PLAN

7. LAPSE OF AWARDS AND RETURNED SHARES

7.1 In the event that any Selected Participant who is an employee ceases to be an employee of the Group by virtue of a corporate reorganisation of the Group, then any Award granted to such Selected Participant shall forthwith lapse and be cancelled.

7.2 In the event (i) a Selected Participant ceases to be an employee of the Company other than for reason as provided in paragraph 3.8, or (ii) the Subsidiary by which a Selected Participant is employed or, in respect of a deceased or retired Selected Participant under paragraph 3.8, the Subsidiary by which a Selected Participant was employed immediately prior to his death or retirement, ceases to be the Company (or a member of the Group), or (iii) the Selected Participant has been guilty of misconduct, or has committed any act of bankruptcy or has become insolvent or is subject to any winding-up, liquidation or analogous proceedings or has made any arrangement or composition with his creditors generally, or has been convicted any criminal offence involving his integrity or honesty; or (iv) the Selected Participant could no longer make any contribution to the growth and development of any member of the Group by reason of the cessation of its relationship with the Group or by any other reasons whatsoever; or (v) an order for the winding-up of the Company is made or a resolution is passed for the voluntary winding-up of the Company (otherwise than for the purposes of an amalgamation or reconstruction, in which substantially all the undertaking, assets and liabilities of the Company are transferred to a successor company) (each of these, an event of "Total Lapse"), the Award shall automatically lapse forthwith and all the Awarded Shares shall not vest on the relevant Vesting Date but shall become Returned Shares for the purposes of the Plan.

7.3 In the event (i) a Selected Participant is found to be an Excluded Participant or (ii) (subject to paragraph 3.9) a Selected Participant fails to return the relevant Awarded Shares within the stipulated period (whether in the ordinary vesting pursuant to the vesting timetable set out in paragraph 6.2 or on such other dates as provided in or determined in accordance with these rules of the Plan) (each of these, an event of "Partial Lapse"), the relevant part of an Award granted to such Selected Participant shall automatically lapse forthwith and the relevant Awarded Shares shall not vest on the relevant Vesting Date (or in the circumstances as set out in paragraph 7.2, shall no longer be deemed to have vested), the relevant Awarded Shares shall become Returned Shares and the dividends and Other Distributions declared and made in respect of the deemed vested Awarded Shares shall be deemed to have vested.

7.4 Except in the circumstances as set out in paragraph 3.8 in respect of the death of a Selected Participant or retirement of a Selected Participant at his normal retirement date or earlier by agreement with the Company or the Subsidiary, or a Total Lapse,

(A) subject to sub-paragraph (C), barring any unforeseen circumstances or unless otherwise agreed between the Board or the Chairperson of the Board (as delegated by the Board) and the Trustees, one (1) month prior to any Vesting Date, the Trustees shall send to the relevant Selected Participant (via the Company) a direction form together with such prescribed transfer documents and checklist of information and/or documents that the Selected Participant is required to execute and/or provide to effect the transfer of the Awarded Shares;

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RULES OF THE 2025 SHARE AWARD PLAN

(B) subject to the receipt by the Trustees no later than the date falling seven (7) Business Days before the relevant Vesting Date of (i) the completed direction form and prescribed transfer documents and requisite information and/or documents prescribed by the Trustees and duly signed by the Selected Participant within the period stipulated in the direction form/checklist referred to in paragraph 7.5(A) hereof, and (ii) a confirmation from the Company that all vesting conditions having been fulfilled, the Trustees shall as soon as practicable transfer the relevant Awarded Shares to the relevant Selected Participant; and

(C) in the event that the number of Business Days between the date of the Award Notice and the Earliest Vesting Date is less than one month, the Trustees shall (within five (5) Business Days from the date of it being notified by the Board of the making of the Award in accordance with paragraph 3.4) send to the relevant Selected Participant (via the Company) a direction form together with such prescribed transfer documents and checklist of information and/or documents which require the Selected Participant to execute and/or provide to effect the transfer of the Awarded Shares on or as soon as practicable after the relevant Vesting Date.

7.5 In the event that the Board or the Chairperson of the Board (as delegated by the Board) determines in its absolute discretion that any condition(s) and/or performance target(s) to be duly fulfilled by such Selected Participant as specified in the related Award Notice has not been duly fulfilled or has not been waived by the Board or the Chairperson of the Board (as delegated by the Board), the Board or the Chairperson of the Board (as delegated by the Board) shall be entitled to determine that the Award granted to such Selected Participant shall lapse forthwith and the relevant Awarded Shares shall not vest on the relevant Vesting Date but shall become Returned Shares for the purposes of the Plan.

7.6 If any Award shall lapse in accordance with this paragraph 7, the Board or the Chairperson of the Board (as delegated by the Board) shall notify the Trustees in writing accordingly.

8. PLAN LIMIT

8.1 The aggregate maximum number of Shares ("Plan Mandate Limit") (i) to be subscribed for and/or purchased by the Trustees by applying the Group Contribution pursuant to paragraph 4.2 for the purpose of this Plan; and (ii) to be issued under any other share option schemes adopted or to be adopted by the Company from time to time, shall not exceed 10% of the total number of issued H Shares (excluding the treasury shares) as at the Adoption Date or the relevant date of approval of the refreshment of the Plan Mandate Limit. The Board or the Chairperson of the Board (as delegated by the Board) shall not instruct the Trustees to subscribe for and/or purchase any Shares for the purpose of this Plan when such subscription and/or purchase will result in the Plan Mandate Limit being exceeded.

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RULES OF THE 2025 SHARE AWARD PLAN

8.2 Awards lapsed in accordance with the paragraph 7 of this Plan will not be regarded as utilised for the purpose of calculating the Plan Mandate Limit. If the Company conducts any capitalisation issue, rights issue, share consolidation, share sub-division or capital reduction, the maximum number of Shares that may be issued by the Company, subscribed for and/or purchased by the Trustees pursuant to this Plan and all other share option schemes of the Company within the unutilised Plan Mandate Limit shall be adjusted accordingly, with reference to the total number of issued Shares at the date immediately before and after such event and rounded to the nearest whole number of Shares, such that the Selected Participants will be entitled to the same proportion of the Company's equity capital as to which such Selected Participants shall be previously entitled to. In respect of any such adjustments, other than any made on a capitalisation issue, an independent financial adviser or the Company's auditors must confirm to the Directors in writing that the adjustments satisfy the requirements under the Notes to Rules 17.03(13) of the Listing Rules.

8.3 Any grant of Awards to any Director, chief executive or substantial Shareholder of the Company, or any of his respective associates, shall be subject to the approval of the Board or the Remuneration Committee (excluding any member who is a proposed recipient of the grant of the Award) and the independent non-executive Directors of the Company (excluding any independent non-executive Director who is a proposed recipient of the grant of Awards). In addition:

(A) where any grant of Awards (excluding grant of share options) to any Director (other than an independent non-executive Director) or chief executive of the Company, or any of his respective associates, would result in the Shares issued and to be issued in respect of all Awards granted (excluding any Awards lapsed in accordance with the terms of this Plan) to such person in the 12-month period up to and including the date of such grant representing in aggregate over 0.1% of the H Shares in issue at the date of such grant; or

(B) where any grant of Awards to an independent non-executive Director or substantial Shareholder of the Company (or any of his respective associates) would result in the number of Shares issued and to be issued upon exercise of all Awards already granted (excluding any Awards lapsed in accordance with the terms of the Plan) to such person in the 12 month period up to and including the date of such grant representing in aggregate over 0.1% (or such other higher percentage as may from time to time be specified by the Stock Exchange) of the H Shares in issue, such further grant of Awards must be approved by the Shareholders of the Company in a general meeting in the manner required, and subject to the requirements set out, in the Listing Rules. In particular, the Company send a circular to the Shareholders. The Selected Participants, his/her associates and all core connected persons of the Company must abstain from voting at such general meeting. The Company must comply with the requirements under Rules 13.40, 13.41 and 13.42 of the Listing Rules.

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RULES OF THE 2025 SHARE AWARD PLAN

8.4 The maximum number of Shares, in a 12-month period up to and including the grant date, that may be granted to a Selected Participant together with any Shares to be issued under any options granted to such Selected Participant under any share option schemes of the Company shall not (i) in aggregate exceed 1% of the H Shares in issue of the Company as at the Adoption Date; and (ii) exceed any limits applicable to such Selected Participant under the Listing Rules.

8.5 The Company may seek approval by its shareholders in a general meeting for refreshing the Plan Mandate Limit after three years from the date of shareholders' approval for the last refreshment or the adoption of the Plan and in accordance with the applicable Listing Rules.

9. VOTING RIGHTS OF SHARES IN SHARES POOL AND SELECTED PARTICIPANTS HAVING NO RIGHTS

9.1 The Trustees shall not exercise the voting rights in respect of any Shares held under the trust constituted by the Trust Deeds (including but not limited to any Shares in the Shares Pool, the Awarded Shares, the Returned Shares, any bonus Shares and scrip Shares). In particular, the Trustees holding unvested Shares under the Plan, whether directly or indirectly, shall abstain from voting on matters that require Shareholders' approval under the Listing Rules, unless otherwise required by law to vote in accordance with the beneficial owner's direction and such a direction is given.

9.2 The Selected Participants shall not have any right to receive any Awarded Shares set aside for them pursuant to paragraph 4 unless and until the Trustees have transferred and vested the legal and beneficial ownership of such Awarded Shares to and in the Selected Participants in accordance with the terms thereof. For the avoidance of doubt:

(A) a Selected Participant shall only have a contingent interest in the Awarded Shares which vest in accordance with paragraph 6.1;

(B) a Selected Participant shall have no rights in the Residual Cash or any of the Returned Shares;

(C) no instruction may be given by a Selected Participant to the Trustees in respect of the Awarded Shares and/or the Other Distributions and/or such other properties or assets of the trust constituted by the Trust Deeds;

(D) a Selected Participant shall have no rights in the fractional share arising out of consolidation of Shares (and such Shares shall be deemed as Returned Shares for the purposes of the Plan); and

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(E) subject to paragraph 3.8, where a Selected Participant ceases to be an employee on the relevant Vesting Date, the award of the Awarded Shares in respect of the relevant Vesting Date shall lapse, such Awarded Shares shall not vest on the relevant Vesting Date and the Selected Participant shall have no claim against the Company, any Subsidiary or the Trustees.

10. DISPUTES

Any dispute arising in connection with this Plan shall be referred to the decision of the Board or the Chairperson of the Board (as delegated by the Board) who shall act as experts and not as arbitrators and whose decisions shall be final, conclusive and binding on all persons who may be affected thereby.

11. ALTERATION OF THESE RULES OF THIS PLAN

11.1 The following alterations to this Plan shall be considered and approved at a general meeting: (i) any material amendments to the terms and conditions of this Plan or any amendments to the provisions relating to the matters as set out in Rule 17.03 of the Listing Rules to the advantage of the Selected Participants; (ii) any changes to the authority of the Board under this Plan or to the power to amend the terms of the Plan.

11.2 Without exceeding the scope of the authorization of the Plan and subject to the provisions mentioned above, minor amendments or supplements may be made to this Plan by a resolution of the Board for the purposes of (i) facilitating the administration of this Plan; or (ii) complying with the provisions of existing laws or regulations (including the Listing Rules) or any amendments thereto. However, no such alteration shall operate to affect adversely any rights of any Selected Participant in respect of his Awarded Shares which remain unvested except with the consent in writing of the majority of the Selected Participants whose Awarded Shares remained unvested on that date (but, for the avoidance of doubt, excluding for this purpose any such Shares in respect of which that date is a Vesting Date).

11.3 In the event that the Award granted has been approved by the Board, the Remuneration Committee, the independent non-executive Directors and/or the Shareholders (as the case may be), any amendment to the terms of the proposed Award granted to the Selected Participants must also be approved by the Board, the Remuneration Committee, the independent non-executive Directors and/or the Shareholders (as the case may be). The above provisions do not apply where the alterations take effect automatically under the existing terms of this Plan.

11.4 The amended terms of the Rules of the Plan must comply with all applicable laws, rules and regulations (including without limitation the Listing Rules).

APPENDIX I

RULES OF THE 2025 SHARE AWARD PLAN

12. TERMINATION

12.1 The Plan shall terminate on the earlier of:

(i) the expiry of the validity period;

12.2 If, at the date of the termination of the Plan, the Trustees hold any Share which has not been set aside pursuant to paragraph 3 in favour of any Selected Participant or retains any unutilised funds received as the Group Contribution or otherwise, then the Trustees shall, within twenty-one (21) Business Days (on which the trading of the Shares has not been suspended) after receiving actual notice of such termination, sell such Shares and remit the proceeds of sale (after making appropriate deductions in respect of stamp duty and other costs, liabilities and expenses in accordance with the Trust Deeds) together with such unutilised funds to the Company.

12.3 Upon termination of the Plan:

(A) Subject to the decision of the Board or the Chairperson of the Board (as delegated by the Board) and paragraph 3.8, all the Awarded Shares shall become vested in the Selected Participants on such date of termination, save in respect of any event of Total Lapse;

(B) Returned Shares and such non-cash income remaining in the trust fund shall be sold by the Trustees, within twenty-one (21) Business Days (on which the trading of the Shares has not been suspended) of receiving notice of such termination of the Plan (or such longer period as the Board or the Chairperson of the Board (as delegated by the Board) may otherwise determine);

(C) Residual Cash, net proceeds of sale referred to in paragraph 12.3(B) hereof and such other funds remaining in the trust constituted by the Trust Deeds (after making appropriate deductions in respect of all disposal costs, liabilities and expenses in accordance with the Trust Deeds) shall be remitted to the Company forthwith after the sale. For the avoidance of doubt, the Trustees may not transfer any Shares to the Company nor may the Company otherwise hold any Shares whatsoever (other than its interest in the proceeds of sale of such Shares pursuant to Paragraph 12.3(B) thereof).

12.4 For the avoidance of doubt, the temporary suspension of the granting of any Award shall not be construed as a decision to terminate the operation of the Plan.

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RULES OF THE 2025 SHARE AWARD PLAN

13. CANCELLATION OF AWARDS GRANTED

14. MISCELLANEOUS

14.1 These rules of the Plan shall not form part of any contract of employment between the Company or any Subsidiary and any Eligible Participant, and the rights and obligations of any Eligible Participant under the terms of his office or employment shall not be affected by his participation in the Plan or any right which he may have to participate in it and the Plan shall afford such Eligible Participant no additional rights to compensation or damages in consequence of the termination of his office or employment for any reason.

14.2 The Company shall bear the costs and expenses of establishing, administering and implementing this Plan (including, for the avoidance of doubt, the Trustees' fees and costs, any transaction levy, investor compensation levy, brokerage, trading fee, trading tariff, stamp duty and any other tax and expenses of whatsoever nature payable on the part of a Selected Participant or the Trustees in respect of any sale, purchase, vesting or transfer of, or subscription for, Shares pursuant to this Plan), but excluding any costs, expenses, levies and taxes which are determined by the Board or the Chairperson of the Board (as delegated by the Board) (in their absolute discretion) to be payable by the relevant Selected Participant(s) due to personal reasons, factors or circumstances which are pertaining to the relevant Selected Participant(s) or otherwise unrelated to the making of the relevant Award under this Plan.

14.3 Any notice or other communication between the Company, the Board or the Chairperson of the Board (as delegated by the Board), any Selected Participant and/or the Trustees may be given by sending the same by electronic mail, electronic system/platform provided by third-party vendor as selected by the Board or the Chairperson of the Board (as delegated by the Board), prepaid post or by personal delivery to:

(A) in the case of the Company or the Board, the principal place of business of the Company in Hong Kong;

(B) in the case of the Trustees, the registered office or principal place of business of the Trustees in Hong Kong or such other address as notified by the Trustees to the Company from time to time; and

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(C) in the case of any Selected Participant, the last known address as notified by such Selected Participant to the Company from time to time or, if no such address exists or is incorrect or out of date, the last place of employment of such Selected Participant with the Group or the Company’s principal place of business from time to time.

14.4 Any notice or other communication:

(A) if sent by any Selected Participant, shall be irrevocable and shall not become effective until actually received by the Company, the Board or the Chairperson of the Board (as delegated by the Board) and the Trustees (as the case may be);

(B) if sent to any Selected Participant, shall be deemed to be given or made three (3) days after the date of posting if sent by local postage pre-paid registered mail to an address in Hong Kong; five (5) days after the date of posting if sent by postage pre-paid registered airmail to an address outside Hong Kong; and on receipt if delivered by hand; and

(C) if sent to the Trustees, shall be irrevocable and shall not become effective until actually received by the Trustees.

14.5 This Plan shall not confer on any person any legal or equitable rights against the Company, any Subsidiary and the Trustees, or any of them, directly or indirectly or give rise to any cause of action at law or in equity against the Company, any Subsidiary and the Trustees, or any of them.

14.6 A Selected Participant shall, before accepting an Award and taking the transfer and vesting of the related Awarded Shares to and in him, obtain all necessary consents that may be required to enable him to accept such Award and take such transfer and vesting of the related Awarded Shares, as the case may be, in accordance with these rules of the Plan. By accepting an Award, the Selected Participant is deemed to have represented to the Company and the Trustees that he has obtained all such consents. Compliance with this paragraph shall be a condition precedent to an acceptance of an Award by a Selected Participant. A Selected Participant shall indemnify the Company and the Trustees, as the case may be, fully against all claims, demands, liabilities, actions, proceedings, fees, costs and expenses which the Company or the Trustees, as the case may be, may suffer or incur (whether alone or jointly with other party or parties) for or in respect of any failure on the part of such Selected Participant to obtain any necessary consent or to pay tax or other liabilities in connection with his acceptance of the Award and taking the transfer and vesting of the related Awarded Shares to and in him as referred to in this paragraph 14.6.

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RULES OF THE 2025 SHARE AWARD PLAN

14.7 A Selected Participant shall pay all tax and discharge all liabilities to which he may become subject or liable as a consequence of his participation in the Plan, acceptance of any Award granted hereunder, and taking the transfer and vesting of the related Awarded Shares to and in him, or any of the foregoing.

14.8 A Selected Participant shall indemnify the Company, any Subsidiary and/or the Trustees against any liability each of them may have to pay or account for any taxes, including any withholding liability in connection with any taxes, and to give effect to this, the Trustees or the Company may, notwithstanding anything else herein contained (but subject to applicable laws):

(A) reduce or withhold the number of the Selected Participant’s Awarded Shares (the number of Awarded Shares that may be reduced or withheld shall be limited to the number of Awarded Shares that have a fair market value on the date of withholding that, in the reasonable opinion of the Board or the Chairperson of the Board (as delegated by the Board), is sufficient to cover such liability);

(B) sell, on the Selected Participant’s behalf, such number of Awarded Shares to which the Selected Participant becomes entitled under the Plan and retain the proceeds and/or pay them to the relevant authorities or government agency;

(C) deduct or withhold, without notice to the Selected Participant, the amount of any such liability from any payment made to the Selected Participant under the Plan or from any payments due from the Company or any Subsidiary to the Selected Participant; and/or

(D) require the Selected Participant to remit to the Company or any Subsidiary in the form of cash or a certified or bank cashier’s check, an amount sufficient to satisfy any taxes or other amounts required by any governmental authority to be withheld and paid to such authority by the Company or any Subsidiary on account of the Selected Participant or to make alternative arrangements satisfactory to the Company for the payment of such amounts.

For the avoidance of doubt, the Trustees shall not be obliged to transfer any Awarded Shares to a Selected Participant unless and until the Selected Participant satisfies the Trustees and the Company that such Selected Participant’s obligations under this paragraph 14.8 have been met.

14.9 The Selected Participant and/or the Company shall be responsible for the fulfilment of any tax reporting obligations to any relevant tax authorities, and shall notify the Trustees in a timely manner of any tax reporting obligations that the Trustees may have to enable the Trustees to fulfil such reporting obligations, including providing the Trustees with all information and documents required by the relevant tax authorities to fulfil its Common Reporting Standard (“CRS”) and Foreign Account Tax Compliance Act (“FACTA”) reporting obligations.

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RULES OF THE 2025 SHARE AWARD PLAN

14.10 The Trustees may rely on the Award Notices and instructions and directions in writing, or any of them, given to it by the Board or the Chairperson of the Board (as delegated by the Board) from time to time under this Plan, and the contents thereof, without further and/or independent investigation or verification, and may assume the same and the transactions contemplated thereby to be in compliance with all applicable laws, rules, regulations, codes, and guidelines, whether statutory, regulatory, administrative or otherwise and whether or not having the force of law, and these rules of the Plan and the Trust Deeds.

14.11 In respect of the administration of this Plan, the Company shall comply with all applicable disclosure regulations including without limitation those imposed by the Listing Rules from time to time.

15. CONDITIONS

15.1 The Plan is conditional upon:

(A) the passing of ordinary resolutions by the Shareholders at a general meeting to approve the adoption of the Plan, authorise the Directors to grant Awards thereunder, and allot, issue and deal with Shares pursuant to the grant of any Awards in accordance with the terms and conditions of the Plan; and

(B) the Listing Committee of the Stock Exchange granting approval of the listing of, and permission to deal in, such number of Shares representing the Plan Mandate Limit (as defined in paragraph 8.1) to be allotted and issued by the Company pursuant to the grant of Awards in accordance with the terms and conditions of the Plan; and

15.2 If the conditions referred to in paragraph 15.1 are not satisfied on or before the date falling sixty (60) days after the date of the general meeting held for the purpose of approving the Plan, the Plan shall forthwith determine and no person shall be entitled to any rights or benefits or assume any obligations in respect of the Plan.

15.3 Reference in paragraph 15.1(B) to the granting of approval of the listing and permission by the Listing Committee of the Stock Exchange shall include any such listing and permission granted subject to the fulfilment of any condition precedent or condition subsequent.

15.4 A certificate of a Director that the conditions set out in paragraph 15.1 have been satisfied and the date on which such conditions were satisfied or that such conditions have not been satisfied as of any particular date and the exact date of the Adoption Date shall be conclusive evidence of the matters certified.

APPENDIX I
RULES OF THE 2025 SHARE AWARD PLAN

16. GOVERNING LAW

16.1 The Plan shall operate subject to the Articles.

16.2 The Plan shall be governed by and construed in accordance with the laws of Hong Kong.

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COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Details of the proposed amendments are set out below (text to be deleted is indicated by strikethrough, text to be added is indicated by bold font and articles without changes are shown in “...”).

(1) Due to addition or deletions of articles, the serial number of relevant articles and cross references to the Articles of Association have been adjusted accordingly without separate presentation.

(2) As the Guidelines for the Articles of Association of Listed Companies (2025 Revision) (《上市公司章程指引》(2025年修訂)) have deleted the provisions relating to the supervisory committee and supervisors of listed companies and clarified companies shall stipulate in their articles of association that the board of directors shall set up an audit committee to exercise the statutory powers and functions of the supervisory committee, therefore, the corresponding references to "Supervisory Committee" and "Supervisors" in these Articles of Association have been amended as "Audit Committee" and "members of the Audit Committee" respectively or the relevant repealed provisions have been deleted. Such amendments are not presented on an article-by-article basis as they are extensive.

CHAPTER I GENERAL PROVISIONS

Article No.	Before the Amendment	After the Amendment
Article 1	These Articles of Association are formulated in accordance with the provisions of the Company Law of the People's Republic of China (《中華人民共和國公司法》) (the “Company Law”), the Securities Law of the People's Republic of China (《中華人民共和國證券法》) (the “Securities Law”), Trial Administrative Measures for Overseas Issuance and Listing of Securities by Domestic Enterprises (《境內企業境外發行證券和上市管理試行辦法》) (the “Trial Administrative Measures”), the Guidelines for the Articles of Association of Listed Companies (《上市公司章程指引》), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange Listing Rules”) and other relevant provisions for the purposes of safeguarding the legitimate rights and interests of the Company, shareholders and creditors and regulating the organization and conduct of the Company.	These Articles of Association are formulated in accordance with the provisions of the Company Law of the People's Republic of China (《中華人民共和國公司法》) (the “Company Law”), the Securities Law of the People's Republic of China (《中華人民共和國證券法》) (the “Securities Law”), Trial Administrative Measures for Overseas Issuance and Listing of Securities by Domestic Enterprises (《境內企業境外發行證券和上市管理試行辦法》) (the “Trial Administrative Measures”), the Guidelines for the Articles of Association of Listed Companies (《上市公司章程指引》), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange Listing Rules”) and other relevant provisions for the purposes of safeguarding the legitimate rights and interests of the Company, shareholders, employees and creditors and regulating the organization and conduct of the Company.

APPENDIX II

COMPARISON TABLE OF AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

Article No.	Before the Amendment	After the Amendment
Article 6	The Company’s registered capital is RMB833,788,253. Upon completion of the issue of the overseas listed foreign shares, if the Over-allotment Option is not exercised, the Company’s registered capital will amount to RMB879,152,253; if the Over-allotment Option is exercised, the Company’s registered capital will be up to RMB885,956,853.	The Company’s registered capital is RMB833,788,253880,816,653. Upon completion of the issue of the overseas listed foreign shares, if the Over-allotment Option is not exercised, the Company’s registered capital will amount to RMB879,152,253; if the Over-allotment Option is exercised, the Company’s registered capital will be up to RMB885,956,853.
Article 8	The Chairman of the Board of Directors is the legal representative of the Company.	The Chairman of the Board of Directors is the director who executes corporate affairs on behalf of the Company and is the legal representative of the Company. If a director or manager serving as the legal representative resigns, he/she shall also be deemed to have resigned as the legal representative. If the legal representative resigns, the Company will determine a new legal representative within thirty days from the date of the resignation of the legal representative.
Article 9	(No such article in the original text)	The legal consequences of civil activities performed by the legal representative in the name of the Company shall be borne by the Company.
The limitation on the powers and functions of the legal representative under these Articles of Association or by the general meeting shall not be asserted against a bona fide counterpart.
Where the legal representative causes damage to any other person in the performance of his/her duties, the Company shall bear civil liability for such damage. The Company may, after bearing such civil liability, seek indemnification from the legal representative at fault in accordance with laws or these Articles of Association.
Article 10	All of the assets of the Company are divided into shares of equal par value. The shareholders shall be liable for the Company to the extent of the shares they subscribed, and the Company shall be liable for the Company’s debts to the extent of all of its assets.	All of the assets of the Company are divided into shares of equal par value. The shareholders shall be liable for the Company to the extent of the shares they subscribed, and the Company shall be liable for the Company’s debts to the extent of all of its assets property.

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CHAPTER III SHARES

Article No.	Before the Amendment	After the Amendment
Article 21	As filing with the CSRC was made on November 27, 2024 and approval was granted by the Hong Kong Stock Exchange on December 16, 2024, the Company may issue not more than 106,539,400 shares of overseas listed foreign shares to qualified investors, and the total number of 444,228,787 domestic unlisted shares held by the Company's shareholders are converted into overseas listed shares for listing on the Hong Kong Stock Exchange after completion of the share conversion.	As filing with the CSRC was made on November 27, 2024 and approval was granted by the Hong Kong Stock Exchange on December 16, 2024, the Company may issued aggregatelynot more than 106,539,40047,028,400 shares of overseas listed foreign shares to qualified investors, and the total number of 444,228,787 domestic unlisted shares held by the Company's shareholders are converted into overseas listed shares for listing on the Hong Kong Stock Exchange after completion of the share conversion.

Upon filing with the CSRC, the shareholders of unlisted shares of the Company may have all or part of the shares held by them listed and traded on overseas stock exchange(s); the shareholders of domestic unlisted shares of the Company may transfer all or part of the shares held by them to foreign investors and have the shares listed and traded on overseas stock exchange(s); all or part of domestic unlisted shares are convertible into overseas-listed shares which may be listed and traded on overseas stock exchange(s). The shares transferred or converted shall comply with the regulatory procedures, provisions and requirements of the overseas securities market when listed and traded in an overseas stock exchange(s). It is not necessary to convene a general meeting to vote on the conversion and/or transfer of the aforesaid shares and their listing and trading on overseas stock exchange(s). |

APPENDIX II

COMPARISON TABLE OF AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

Article No.	Before the Amendment	After the Amendment
Article 22	The Company or its subsidiaries (including affiliated enterprises of the Company) shall not provide any assistance in the form of, among others, gifts, advances, guarantees, compensation or loans to persons who purchase or intend to purchase the shares of the Company or its parent company, except for implementation of the Company's employee stock ownership plan.
……	The Company or its subsidiaries (including affiliated enterprises of the Company) shall not provide any financial assistance in the form of, among others, gifts, advances, guarantees, compensation or loans or lending to persons for others who purchase or intend to purchase acquire the shares of the Company or its parent company, except for implementation of the Company's employee stock ownership plan.
……
Article 23	The Company may, pursuant to a resolution passed by a general meeting of shareholders respectively, adopt the following methods to increase its registered capital according to its operation and development needs and in compliance with the provisions of laws and regulations:
(I) public issuance of shares;
(II) non-public issuance of shares;
(III) distribution of bonus shares to existing shareholders;
(IV) conversion of the common reserve fund into additional share capital;
(V) other means as permitted by laws and administrative regulations and approved by the government administrative authorities.	The Company may, pursuant to a resolution passed by a general meeting of shareholders respectively, adopt the following methods to increase its registered capital according to its operation and development needs and in compliance with the provisions of laws and regulations:
(I) public issuance of shares to non-specific investors;
(II) non-public issuance of shares to specific investors;
(III) distribution of bonus shares to existing shareholders;
(IV) conversion of the common reserve fund into additional share capital;
(V) other means as permitted by laws, and administrative regulations, and approved by the government administrative authorities relevant regulatory authorities such as CSRC, the Hong Kong Stock Exchange and the securities regulatory authorities of the place where the Company's shares are listed.

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Article No.	Before the Amendment	After the Amendment
Article 25	The Company shall not acquire the shares of the Company. However, except under any of the following circumstances:

(I) reduction of the registered capital of the Company;

(II) merging with other companies which are holding the shares of the Company;

(III) when shares are used for employee stock ownership plan or equity incentives;

(IV) when dissenting shareholders who object to a resolution on the merger or division of the Company passed by a general meeting of shareholders request the Company to acquire their shares;

(V) when shares are used for the conversion of corporate bonds issued by the Company that are convertible into shares;

(VI) where it is necessary for the Company to maintain corporate value and shareholders’ interests. | The Company shall not acquire the shares of the Company. However, except under any of the following circumstances:

(I) reduction of the registered capital of the Company;

(II) merging with other companies which are holding the shares of the Company;

(III) when shares are used for employee stock ownership plan or equity incentives;

(IV) when dissenting shareholders who object to a resolution on the merger or division of the Company passed by a general meeting of shareholders request the Company to acquire their shares;

(V) when shares are used for the conversion of corporate bonds issued by the Company that are convertible into shares;

(VI) where it is necessary for the Company to maintain corporate value and shareholders’ interests;

(VII) other circumstances as permitted by laws, regulations, the securities regulatory rules of the place where the Company’s shares are listed, etc. |

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CHAPTER IV SHAREHOLDERS AND GENERAL MEETINGS

Article No.	Before the Amendment	After the Amendment
Article 34	The shareholders of the Company shall enjoy the following rights: (I) obtaining dividends and other forms of benefit distribution in proportion to the shares held by them; (II) requiring, convening, chairing, attending or appointing a proxy to attend a general meeting of shareholders pursuant to the law and exercising the corresponding rights to vote; (III) supervising the Company's operations, proposing recommendations or raising questions; (IV) transferring, donating or pledging shares held by them pursuant to laws, administrative regulations and the provisions of the Articles of Association; (V) inspecting and copying the Articles of Association, share register, minutes of general meetings of shareholders, minutes of the Board meetings, minutes of the Supervisory Committee meetings and financial accounting reports; (VI) upon termination or liquidation of the Company, participating in the distribution of the remaining property of the Company in proportion to the number of shares held by them;	The shareholders of the Company shall enjoy the following rights: (I) having the right to speak and vote at the general meetings, unless required to abstain from voting on specific matters pursuant to the regulations of the Hong Kong Stock Exchange Listing Rules; (II) obtaining dividends and other forms of benefit distribution in proportion to the shares held by them; (III) requiring to hold, convening, chairing, attending or appointing a proxy to attend a general meeting of shareholders pursuant to the law and exercising the corresponding rights to vote; (IV) supervising the Company's operations, proposing recommendations or raising questions; (V) transferring, donating or pledging shares held by them pursuant to laws, administrative regulations and the provisions of the Articles of Association; (VI) inspecting and copying the Articles of Association, share register, resolutions minutes of general meetings of shareholders, minutes of the Board meetings, minutes of the Supervisory Committee meetings and financial accounting reports. Shareholders who meet the requirements may inspect the Company's accounting books and certificates; (VII) upon termination or liquidation of the Company, participating in the distribution of the remaining property of the Company in proportion to the number of shares held by them;

APPENDIX II

COMPARISON TABLE OF AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

Article No.	Before the Amendment	After the Amendment
	(VII) dissenting shareholders who object to the resolution on the merger or division of the Company passed by the general meeting of shareholders may request the Company to acquire their shares;

(VIII) other rights stipulated by laws, administrative regulations, departmental rules, these Articles of Association or the securities regulatory rules of the place where the Company’s shares are listed. | (VIII) dissenting shareholders who object to the resolution on the merger or division of the Company passed by the general meeting of shareholders may request the Company to acquire their shares;

(IX) other rights stipulated by laws, administrative regulations, departmental rules, these Articles of Association or the securities regulatory rules of the place where the Company’s shares are listed. |
| Article 35 | If any shareholder proposes to inspect and copy the relevant information mentioned in the preceding Article or asks for information, the said shareholder shall provide the Company with written documents bearing evidence of the class and number of shares of the Company held by him/her/it, and the Company shall provide the information as required by the said shareholder upon verification of his/her/its identity. | If any shareholder proposes to inspect and copy the relevant information mentioned in the preceding Article or asks for information, the said shareholder shall comply with laws and administrative regulations such as the Company Law, the Securities Law, the Hong Kong Stock Exchange Listing Rules and the securities regulatory rules of the place where the Company’s shares are listed, and provide the Company with written documents bearing evidence of the class and number of shares of the Company held by him/her/it, and the Company shall provide the information as required by the said shareholder upon verification of his/her/its identity. |

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Article No.	Before the Amendment	After the Amendment
Article 36	……
If the procedures for convening, or the method of voting at, a general meeting of shareholders or Board meeting violate laws, administrative regulations or the Articles of Association, or the content of a resolution violates the Articles of Association, shareholders shall have the right to petition the people’s court to revoke the resolution within 60 days from the date of the adoption of such resolution.	……
If the procedures for convening, or the method of voting at, a general meeting of shareholders or Board meeting violate laws, administrative regulations or the Articles of Association, or the content of a resolution violates the Articles of Association, shareholders shall have the right to petition the people’s court to revoke the resolution within 60 days from the date of the adoption of such resolution.
However, except that there are only minor defects in the convening procedures or voting method of a shareholders’ meeting or a Board meeting, which do not materially affect the resolution.

Where the Board of Directors, shareholders and other stakeholders dispute the validity of a resolution of a general meeting, they shall promptly file a lawsuit with the people’s court. Before the people’s court makes a judgement or ruling as rescinded the resolution, the stakeholders shall execute the resolution of the general meeting. The Company, directors and senior management shall perform their duties diligently to ensure the normal operation of the Company.

Where the people’s court makes a judgement or ruling on a relevant matter, the Company shall fulfil its obligation to disclose the information in accordance with the laws, administrative regulations, the requirements of the CSRC and the stock exchange where the Company’s shares are listed, fully explain the impact, and actively co-operate with the enforcement of the judgement or ruling after it has come into effect. Where corrections to prior events are involved, they will be handled in a timely manner and the corresponding information disclosure obligations will be fulfilled. |

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Article No.	Before the Amendment	After the Amendment
Article 37	(No such article in the original text)	Resolutions of the general meeting or Board meeting of the Company shall not be valid under any of the following circumstances:

(I) no general meetings or Board meetings has been convened to pass the resolution;

(II) the resolution is not voted on at the general meeting or Board meeting;

(III) the number of persons attending the meeting or the number of voting rights held does not reach the number of persons or the number of voting rights held as provided for in the Company Law or the Articles of Association;

(IV) the number of persons agreeing to the resolution or the number of voting rights held does not reach the number of persons or the number of voting rights held as provided for in the Company Law or the Articles of Association. |

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COMPARISON TABLE OF AMENDMENTS

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Article No.	Before the Amendment	After the Amendment
Article 38	Where the directors and senior management officers violate the laws, administrative regulations or the Articles of Association in performing their duties resulting in any loss to the Company, the shareholder(s) severally or jointly holding more than 1% of the shares in the Company for more than 180 consecutive days may request the Supervisory Committee in writing to initiate proceedings in the people’s court. Where the Supervisory Committee violates the laws, administrative regulations or the Articles of Association in performing duties resulting in any loss to the Company, the aforementioned shareholders may request the Board of Directors in writing to initiate proceedings in the people’s court.

If the Supervisory Committee and the Board of Directors, upon receipt of the shareholders’ written request stipulated in the preceding paragraph, a lawsuit is not initiated within 30 days from the date of receipt of such request, or in the event of emergency where the interest of the Company will suffer irreparable damage if a lawsuit is not initiated immediately, the shareholders stipulated in the preceding paragraph shall have the right to initiate legal proceedings directly with the people’s court in their own names for the interest of the Company.

Where other parties infringe the lawful interests of the Company resulting in losses to the Company, the shareholders stipulated in the first paragraph of this Article may initiate legal proceedings in a people’s court in accordance with the provisions of the preceding two paragraphs. | Where the directors (other than the members of the Audit Committee) and senior management officers violate the laws, administrative regulations or the Articles of Association in performing their duties to the Company resulting in any loss to the Company, the shareholder(s) severally or jointly holding more than 1% of the shares in the Company for more than 180 consecutive days may request the Audit Committee Supervisory Committee in writing to initiate proceedings in the people’s court. Where the members of the Audit Committee Supervisory Committee violates the laws, administrative regulations or the Articles of Association in performing duties to the Company resulting in any loss to the Company, the aforementioned shareholders may request the Board of Directors in writing to initiate proceedings in the people’s court.

If the Audit Committee Supervisory Committee and the Board of Directors, upon receipt of the shareholders’ written request stipulated in the preceding paragraph, a lawsuit is not initiated within 30 days from the date of receipt of such request, or in the event of emergency where the interest of the Company will suffer irreparable damage if a lawsuit is not initiated immediately, the shareholders stipulated in the preceding paragraph shall have the right to initiate legal proceedings directly with the people’s court in their own names for the interest of the Company.

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APPENDIX II

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article No.	Before the Amendment	After the Amendment
		Where the directors or senior management of a wholly-owned subsidiary of the Company violate the provisions of laws, administrative regulations or the Articles of Association during the performance of their duties and cause losses to the Company, or if any third parties infringe upon the legitimate rights and interests of a wholly-owned subsidiary of the Company and cause losses, the shareholders severally or jointly holding 1% or more of the Company's shares for a period of 180 consecutive days or longer, in accordance with the provisions of the first three paragraphs of Article 189 of the Company Law, are entitled to request the board of directors of the wholly-owned subsidiary to initiate legal proceedings with the people's court in writing or directly initiate legal proceedings with the people's court in its own name. Where an audit committee is established by a wholly-owned subsidiary of the Company, the provisions of paragraphs 1 and 2 of this Article shall apply.

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Article No.	Before the Amendment	After the Amendment
Article 40	The shareholders of the Company shall assume the following obligations:

(I) complying with laws, administrative regulations and the Articles of Association;

(II) paying capital contribution as per the shares subscribed for and the method of subscription;

(III) not to withdraw the investment, except for circumstances stipulated by laws and regulations;

(IV) not to abuse the shareholders’ rights to impair the interest of the Company or other shareholders; not to abuse the independent legal person status of the Company and the limited liability of shareholders to impair the interest of creditors of the Company;

(V) keeping commercial secrets of the Company confidential;

(VI) other obligations of the shareholders as prescribed by laws, administrative regulations and provisions of the Articles of Association.

... | The shareholders of the Company shall assume the following obligations:

(I) complying with laws, administrative regulations and the Articles of Association;

(II) paying share payments capital contribution as per the shares subscribed for and the method of subscription;

(III) not to withdraw the investment its share capital, except for circumstances stipulated by laws and regulations;

(V) keeping commercial secrets of the Company confidential;

(VI) other obligations of the shareholders as prescribed by laws, administrative regulations, and provisions of the Articles of Association and the securities regulatory rules of the place where the Company’s shares are listed.

... |
| Article 41 | (No such article in the original text) | The controlling shareholders and de facto controllers of the Company shall exercise their rights and fulfill their obligations in accordance with laws, administrative regulations, provisions of the CSRC and the stock exchange of the place where the Company’s shares are listed, to safeguard the interests of the Company. |

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Article No.	Before the Amendment	After the Amendment
Article 42	(No such article in the original text)	The controlling shareholders and de facto controllers of the Company shall abide by the following provisions:

(I) exercise shareholder rights in accordance with the law, not to abuse controlling interest, or exploit connected-party relationships to harm the legitimate rights and interests of the Company or other shareholders;

(II) strictly fulfill public statements and commitments made, without unauthorized changes or waivers;

(III) strictly fulfill information disclosure obligations in accordance with relevant regulations, actively cooperate with the Company in information disclosure work, and promptly inform the Company of significant events that have occurred or are planned to occur;

(IV) shall not misappropriate the Company’s funds in any way;

(V) shall not coerce, instruct, or require the Company and related personnel to illegally provide guarantees;

(VI) shall not seek benefits using the Company’s undisclosed significant information, shall not disclose any undisclosed significant information about the Company in any way, shall not engage in insider trading, short term trading, market manipulation, or other illegal activities; |

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Article No.	Before the Amendment	After the Amendment
		(VII) shall not damage the legitimate rights and interests of the Company and other shareholders through unfair connected-party transactions, profit distribution, asset reorganization, external investments, or any other means;

(VIII) ensure the integrity of the Company’s assets, personnel independence, financial independence, institutional independence, and business independence, and shall not in any way affect the Company’s independence;

(IX) comply with laws, administrative regulations, provisions of the CSRC, the securities regulatory rules of the place where the Company’s shares are listed and other provisions of the Articles of Association.

The controlling shareholders and de facto controllers of the Company who do not serve as directors of the Company but actually carry out the Company’s affairs shall be subject to the provisions of the Articles of Association regarding the fiduciary duty and diligence duty of directors.

If the controlling shareholders and de facto controllers of the Company instruct directors or senior management officers to engage in actions that harm the interests of the Company or shareholders, they shall be jointly liable with the director or senior management officers concerned. |
| Article 43 | (No such article in the original text) | If the controlling shareholders and de facto controllers pledge the Company’s shares they hold or actually control, they should maintain the Company’s control rights and ensure stable production and operation. |

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Article No.	Before the Amendment	After the Amendment
Article 44	(No such article in the original text)	If the controlling shareholders and de facto controllers transfer their holdings of the Company’s shares, they shall comply with the restrictive provisions on share transfer in laws, administrative regulations, provisions of the CSRC and the stock exchange of the place where the Company’s shares are listed, as well as the commitments they have made regarding restricted share transfers.
Original Article 39	If the shareholders holding more than 5% of the shares with voting rights in the Company create a pledge over their shares, they shall submit a written report to the Company on the date of occurrence of such event.	(Deleted in its entirety)
Original Article 40	The controlling shareholder(s) or the de facto controller(s) of the Company shall not impair the interests of the Company by making use of their connected relationship. They shall be liable for making compensation for any loss suffered by the Company arising from their violation of rules.

The controlling shareholder(s) and the de facto controller(s) of the Company shall bear the fiduciary duty toward the Company and other shareholders of the Company. The controlling shareholder(s) shall exercise the rights of being capital contributor(s) in strict compliance with the laws. Controlling shareholder(s) shall not use such means as profit distribution, asset restructuring, external investment, capital occupation, loan guarantee, etc., to impair the legitimate rights and interests of the Company and other shareholders of the Company, as well as not to make use of its/their controlling status to impair the interests of the Company and other shareholders of the Company. | (Deleted in its entirety) |

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Article No.	Before the Amendment	After the Amendment
Article 45	The general meeting of shareholders is the authority of power of the Company which shall exercise the following functions and powers in accordance with the laws:

(I) elect and replace directors and supervisors, decide on the remuneration matters of the relevant directors and supervisors;

(II) consider and approve the reports of the Board of Directors;

(III) consider and approve the reports of the Supervisory Committee;

(IV) consider and approve the Company’s profit distribution plans and loss recovery plans;

(V) pass resolutions to increase or reduce the registered capital of the Company;

(VI) pass resolutions on the issuance of securities or corporate bonds by the Company;

(VII) pass resolutions on merger, division, dissolution and liquidation or change in corporate form of the Company;

(VIII) amend these Articles of Association;

(IX) decide on the matter of acquiring the shares of the Company under the circumstances stipulated in items (I) and (II) of Article 24 hereof;

(X) pass resolutions on the engagement or dismissal of accounting firms by the Company; | The general meeting of shareholders of the Company shall be composed of all shareholders. The general meeting of shareholders is the authority of power of the Company which shall exercise the following functions and powers in accordance with the laws:

(I) elect and replace directors and supervisors, decide on the remuneration matters of the relevant directors and supervisors;

(II) consider and approve the reports of the Board of Directors;

(III) consider and approve the reports of the Supervisory Committee;

(III) consider and approve the Company’s profit distribution plans and loss recovery plans;

(IV) pass resolutions to increase or reduce the registered capital of the Company;

(V) pass resolutions on the issuance of securities or corporate bonds by the Company;

(VI) pass resolutions on merger, division, dissolution and liquidation or change in corporate form of the Company;

(VIII) amend these Articles of Association;

(VIII) decide on the matter of acquiring the shares of the Company under the circumstances stipulated in items (I) and (II) of Article 24
Article 25 hereof;

(IX) pass resolutions on the engagement or dismissal of accounting firms engaged in the audit work of by the Company; |

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Article No.	Before the Amendment	After the Amendment
	(XI) consider and approve the guarantee matters stipulated in Article 42 hereof;

(XII) consider matters regarding the purchase and sale of material assets by the Company within one year for an amount exceeding 30% of the latest audited total assets of the Company;

(XIII) consider and approve the changes in the use of proceeds raised;

(XIV) consider equity incentive schemes and employee stock ownership plans;

(XV) consider other matters which shall be decided by the general meetings of shareholders as stipulated by laws, administrative regulations, departmental rules, securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association. | (X) consider and approve the guarantee matters stipulated in Article 42-Article 46 hereof;

(XI) consider matters regarding the purchase and sale of material assets by the Company within one year for an amount exceeding 30% of the latest audited total assets of the Company;

(XII) consider and approve the changes in the use of proceeds raised;

(XIV) consider equity incentive schemes and employee stock ownership plans;

(XIII) consider other matters which shall be decided by the general meetings of shareholders as stipulated by laws, administrative regulations, departmental rules, securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association.

The general meeting may authorize the Board of Directors to resolve on the issue of corporate bonds. As to matters in relation to the issue of corporate bonds, by resolution of the general meeting, or by resolution of the Board of Directors authorized by the general meeting, their specific implementation shall be in compliance with laws, administrative regulations, provisions of the CSRC and the Hong Kong Stock Exchange.

Except as otherwise provided by laws, administrative regulations, provisions of the CSRC and the securities regulatory rules of the place where the Company’s shares are listed, the functions and powers of the shareholders’ meeting as described in paragraph 1 of this Article shall not be exercised by the Board of Directors or other institutions and personnel on its behalf by way of authorization. |

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Article No.	Before the Amendment	After the Amendment
Article 46	……
(II) any guarantee after the total amount of external guarantees provided by the Company and its holding subsidiaries has exceeded 30% of the Company’s latest audited total assets;
(III) any guarantee after the cumulative amount of guarantees provided within the last 12 months has exceeded 30% of the Company’s latest audited total assets;
……	……
(II) any guarantee provided after the total amount of external guarantees of provided-by-the Company and its holding subsidiaries has exceeded 30% of the Company’s latest audited total assets;
(III) any guarantee after the cumulative amount of guarantees provided by the Company to others within one year within the last 12 months has exceeded 30% of the Company’s latest audited total assets;
……
Article 49	……
A venue shall be set up for a general meeting to be convened by means of physical meeting. The Company shall also provide means to enable online to facilitate shareholders’ participation in the general meetings. Shareholders attending the general meetings by the aforesaid means shall be deemed as present. All shareholders whose names are listed on the register of member of the Company or their proxies shall be entitled to attend the general meetings, and they shall not be refused by the Company and the convener for any reason.
……	……
A venue shall be set up for a general meeting to be convened by means of physical meeting. The Company shall also provide means to enable online to facilitate shareholders’ participation in the general meetings, enabling the shareholders to virtually attend by utilizing technology and vote by electronic means. Shareholders attending the general meetings by the aforesaid means shall be deemed as present. All shareholders whose names are listed on the register of member of the Company or their proxies shall be entitled to attend the general meetings, and they shall not be refused by the Company and the convener for any reason.

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Article No.	Before the Amendment	After the Amendment
Article 50	A general meeting shall be convened by the Board of Directors in accordance with laws. The independent non-executive Directors shall have the right to propose to the Board of Directors to convene an extraordinary general meeting. In respect of any proposal for convening an extraordinary general meeting made by the independent non-executive Directors, the Board of Directors shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, provide its feedback in writing on whether or not it agrees to convene the extraordinary general meeting within 10 days upon receipt of such proposal.
...	A general meeting shall be convened by the Board of Directors in accordance with laws. The Board of Directors shall convene the general meeting on time within the specified period.

Subject to the consent of more than half of all the independent non-executive directors, the The independent non-executive Directors shall have the right to propose to the Board of Directors to convene an extraordinary general meeting. In respect of any proposal for convening an extraordinary general meeting made by the independent non-executive Directors, the Board of Directors shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, provide its feedback in writing on whether or not it agrees to convene the extraordinary general meeting within 10 days upon receipt of such proposal.
... |

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Article No.	Before the Amendment	After the Amendment
Article 51	The Supervisory Committee shall have the right to propose to the Board of Directors to convene an extraordinary general meeting, and shall submit such proposal in writing to the Board of Directors. The Board of Directors shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, provide its feedback in writing on whether or not it agrees to convene the extraordinary general meeting within 10 days upon receipt of such proposal.

If the Board of Directors agrees to convene the extraordinary general meeting, a notice of the general meeting shall be given within 5 days after a resolution of the Board of Directors is approved, and any changes to the original proposal set out in the notice shall be subject to the consent of the Supervisory Committee.

If the Board of Directors disagrees to convene the extraordinary general meeting or fails to provide feedback within 10 days upon receipt of such proposal, the Board of Directors shall be deemed to be unable or failing to perform its duties of convening a general meeting, and the Supervisory Committee may convene and preside over the meeting on its own. | The Supervisory Committee-Audit Committee shall have the right to propose to the Board of Directors to convene an extraordinary general meeting, and shall submit such proposal in writing to the Board of Directors. The Board of Directors shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, provide its feedback in writing on whether or not it agrees to convene the extraordinary general meeting within 10 days upon receipt of such proposal.

If the Board of Directors disagrees to convene the extraordinary general meeting or fails to provide feedback within 10 days upon receipt of such proposal, the Board of Directors shall be deemed to be unable or failing to perform its duties of convening a general meeting, and the Supervisory Committee may convene and preside over the meeting on its own. |
| Article 56 | The content of a proposal shall fall within the terms of reference of a general meeting with a clear topic and specific matters to be resolved, and shall comply with the relevant provisions of laws, administrative regulations and the Articles of Association. | The content of a proposal shall fall within the terms of reference of a general meeting with a clear topic and specific matters to be resolved, and shall comply with the relevant provisions of laws, administrative regulations, the securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association. |

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Article No.	Before the Amendment	After the Amendment
Article 57	...	...
	Shareholders individually or jointly holding more than 1% of the shares of the Company may put forward an interim proposal and submit it in writing to the convener no later than 10 days prior to the date of the general meeting. The convener shall issue a supplemental notice of the general meeting within 2 days upon receipt of such proposal to announce the content of the interim proposal. In the event that the general meeting has to be postponed due to the issuance of the supplemental notice of the general meeting in accordance with the securities regulatory rules of the place where the Company’s shares are listed, the general meeting shall be postponed in accordance with the securities regulatory rules of the place where the Company’s shares are listed.	Shareholders individually or jointly holding more than 1% of the shares of the Company may put forward an interim proposal and submit it in writing to the convener no later than 10 days prior to the date of the general meeting. The convener shall issue a supplemental notice of the general meeting within 2 days upon receipt of such proposal to announce the content of the interim proposal, and submit the same to the general meeting for consideration, provided that the interim proposal may not violate laws, administrative regulations or the provisions of the Articles of Association, or fall within the scope of authority of the general meeting. In the event that the general meeting has to be postponed due to the issuance of the supplemental notice of the general meeting in accordance with the securities regulatory rules of the place where the Company’s shares are listed, the general meeting shall be postponed in accordance with the securities regulatory rules of the place where the Company’s shares are listed.
	Proposals that are not set out in the notice of a general meeting or that do not comply with the provisions of Article 52 of the Articles of Association, shall not be voted and resolved at the general meeting.	Proposals that are not set out in the notice of a general meeting or that do not comply with the provisions of Article 52 of the Articles of Association, shall not be voted and resolved at the general meeting.

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Article No.	Before the Amendment	After the Amendment
Article 58	The Convener shall notify all shareholders the convening of an annual general meeting by means of an announcement no later than 20 days prior to date of the meeting and shall notify all shareholders the convening of an extraordinary meeting by means of an announcement no later than 15 days prior to date of the meeting. The Company shall not include the date of the meeting in calculating the notification period.	The Convener shall notify all shareholders the convening of an annual general meeting by means of an announcement no later than 20 days prior to date of the meeting and shall notify all shareholders the convening of an extraordinary meeting by means of an announcement no later than 15 days prior to date of the meeting. The Company shall not include the date of the meeting in calculating the notification period. The notice of the general meeting shall be given to the shareholders in a manner that abides by laws, administrative regulations, the Hong Kong Stock Exchange Listing Rules, the securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association.
Article 59	……
All specific content of all proposals shall be fully and completely disclosed in the notice and supplemental notice of the general meeting. If the independent non-executive Directors are required to express their opinions on any matters to be discussed, the opinions and reasons provided by the independent non-executive Directors shall be disclosed when issuing the notice and supplemental notice of the general meeting.	……
All specific content of all proposals shall be fully and completely disclosed in the notice and supplemental notice of the general meeting. If the independent non-executive Directors are required to express their opinions on any matters to be discussed, the opinions and reasons provided by the independent non-executive Directors shall be disclosed when issuing the notice and supplemental notice of the general meeting.

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Article No.	Before the Amendment	After the Amendment
Article 64	Each shareholder is entitled to appoint one proxy, and such proxy need not be a shareholder of the Company. If the shareholder is a corporate legal person, it may appoint one proxy to attend and vote at any general meeting of the Company, and if such corporate shareholder is present at any meeting by proxy, it shall be deemed to be present in person. A form of proxy may be executed by a duly authorized officer of the Company. If an individual shareholder attends the meeting in person, he/she shall produce his/her identity card or other valid documents or certificates that can identify him/herself, and proof of shareholding; if a shareholder authorizes a proxy to attend a meeting on his/her behalf, the proxy shall produce his/her own valid identity card and the power of attorney from the shareholder.
……	Each shareholder is entitled to appoint one proxy, and such proxy need not be a shareholder of the Company. If the shareholder is a corporate legal person, it may appoint one proxy to attend and vote at any general meeting of the Company, and if such corporate shareholder is present at any meeting by proxy, it shall be deemed to be present in person. A form of proxy may be executed by a duly authorized officer of the Company. If an individual shareholder attends the meeting in person, he/she shall produce his/her identity card or other valid documents or certificates that can identify him/herself, and proof of shareholding; if a shareholder authorizes a proxy to attend a meeting on his/her behalf, the proxy shall produce his/her own valid identity card and the power of attorney from the shareholder.
……
Article 65	The form of proxy issued by shareholders to authorize others to attend the general meeting of shareholders shall contain the following contents:
(I) the name of the proxy;
(II) whether he/she has voting right;
(III) instructions to vote for, against, or abstain from voting respectively in respect of each of the matters on the agenda to be considered at the general meeting of shareholders;
……	The form of proxy issued by shareholders to authorize others to attend the general meeting of shareholders shall contain the following contents:
(I) Name of the appointer, and the class and number of shares held in the Company;
(II) the name of the proxy;
(II) whether he/she has voting right;
(III) the specific instructions of the shareholder, including the instructions to vote for, against, or abstain from voting respectively in respect of each of the matters on the agenda to be considered at the general meeting of shareholders;
……

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COMPARISON TABLE OF AMENDMENTS

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Article No.	Before the Amendment	After the Amendment
Article 68	The Company shall be responsible for preparing the register of meeting for recording attendance at the meeting. The register of meeting shall record, among other things, the name of the attending person (or entity), identity card number, domicile, the number of shares held with voting rights or representing voting rights, and the name of the appointer (or entity).	The Company shall be responsible for preparing the register of meeting for recording attendance at the meeting. The register of meeting shall record, among other things, the name of the attending person (or entity), identity card number, domicile, the number of shares held with voting rights or representing voting rights, and the name of the appointer (or entity).
Article 70	When a general meeting of shareholders is held, all the directors, supervisors and secretary to the Board of Directors of the Company shall attend the meeting, and the general manager and other senior management officers shall also be present at the meeting as non-voting attendees. Subject to compliance with the securities regulatory rules of the place where the shares of the Company are listed, the aforementioned persons may attend the meeting as voting or non-voting attendees through internet, video, telephone or other means with similar effects.	When a general meeting of shareholders is held, all the directors, supervisors and secretary to the Board of Directors of the Company shall attend the meeting, and the general manager and other senior management officers shall also be present at the meeting as non-voting attendees. Subject to compliance with the securities regulatory rules of the place where the shares of the Company are listed, the aforementioned persons may attend the meeting as voting or non-voting attendees through internet, video, telephone or other means with similar effects.

If the general meeting requires directors and senior management officers to attend the meeting, the directors and senior management officers shall attend and answer inquiries from shareholders. |

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Article No.	Before the Amendment	After the Amendment
Article 71	When convening a general meeting, if the chairman of the meeting breaches the procedural rules causing the general meeting unable to proceed, with the consent of more than half of the shareholders with voting rights attending the general meeting, the general meeting may nominate a person to act as the chairman of the meeting to continue convening such meeting.	When convening a general meeting, if the chairman of the meeting breaches the procedural rules causing the general meeting unable to proceed, with the consent of more than half of the shareholders with voting rights attending the general meeting, the general meeting may nominate a person to act as the chairman of the meeting to continue convening such meeting.
Article 72	The Company shall formulate the rules of procedure for general meetings of shareholders, which shall specify in details the convening and voting procedures for the general meeting, including notice, registration, consideration of the proposals, voting, vote counting, announcement of voting results, formation of meeting resolutions, minutes of meeting and signing, and the content of announcement, as well as the principles for authorization by the general meeting of shareholders to the Board of Directors, and the content of authorization shall be clear and specific. The rules of procedure for general meetings of shareholders shall be an appendix to the Articles of Association, formulated by the Board and approved at the general meeting.	The Company shall formulate the rules of procedure for general meetings of shareholders, which shall specify in details the holding, convening and voting procedures for the general meeting, including notice, registration, consideration of the proposals, voting, vote counting, announcement of voting results, formation of meeting resolutions, minutes of meeting and signing, and the content of announcement, as well as the principles for authorization by the general meeting of shareholders to the Board of Directors, and the content of authorization shall be clear and specific. The rules of procedure for general meetings of shareholders shall be an appendix to the Articles of Association, formulated by the Board and approved at the general meeting.

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COMPARISON TABLE OF AMENDMENTS

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Article No.	Before the Amendment	After the Amendment
Article 73	At the annual general meeting, the Board of Directors and the Supervisory Committee shall report their work in the previous year to the general meeting of shareholders. Each independent non-executive director shall also make his/her work report.	At the annual general meeting, the Board of Directors and the Supervisory Committee shall report their work in the previous year to the general meeting of shareholders. Each independent non-executive director shall also make his/her work report.
Article 81	The following matters shall be approved by special resolutions at a general meeting:
(I) increase or reduction in the registered capital of the Company;
(II) division, split-up, merger, dissolution and liquidation or change in corporate form of the Company;
(III) amendment to the Articles of Association;
(IV) purchase or disposal of material asset or provision of guarantee amount by the Company within one year that exceeds 30% of the latest audited total assets of the Company;
(V) equity incentive scheme;
(VI) adjustment to profit distribution policy;
(VII) other matters as required by laws, administrative regulations, securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association, and other matters considered to have material impact on the Company by ordinary resolution of the general meeting and approval by special resolution is required.	The following matters shall be approved by special resolutions at a general meeting:
(I) increase or reduction in the registered capital of the Company;
(II) division, split-up, merger, dissolution and liquidation or change in corporate form of the Company;
(III) amendment to the Articles of Association;
(IV) the amounts for purchase or disposal of material asset or provision of guarantee to others amount-by the Company within one year that exceeds 30% of the latest audited total assets of the Company;
(V) equity incentive scheme;
(VI) adjustment to profit distribution policy;
(V) other matters as required by laws, administrative regulations, securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association, and other matters considered to have material impact on the Company by ordinary resolution of the general meeting and approval by special resolution is required.

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COMPARISON TABLE OF AMENDMENTS

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Article No.	Before the Amendment	After the Amendment
Article 82	Shareholders (including proxies) shall exercise voting rights based on the number of shares with voting rights represented by them, and each share shall have one vote. In voting, shareholders (including proxies) entitled to two or more votes need not cast all their votes in favor of or against a resolution.

When the general meeting of shareholders deliberates on major matters affecting the interests of minority investors, the votes of minority investors shall be counted separately. The results of separate vote counting shall be publicly disclosed in a timely manner.

No voting right is attached to the shares of the Company held by the Company itself, and such shares shall not be counted in the total number of shares with voting rights represented by shareholders present at a general meeting. | Shareholders (including proxies) shall exercise voting rights based on the number of shares with voting rights represented by them, and each share shall have one vote. In voting, shareholders (including proxies) entitled to two or more votes need not cast all their votes in favor of or against a resolution.

When the general meeting of shareholders deliberates on major matters affecting the interests of minority investors, the votes of minority investors shall be counted separately. The results of separate vote-counting shall be publicly disclosed in a timely manner.

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Article No.	Before the Amendment	After the Amendment
Article 83	...
Before the general meeting of shareholders considers the connected transactions, the Company shall determine the scope of connected shareholders in accordance with relevant national laws and regulations. Connected shareholders or their authorized proxies may attend the general meeting and express their views to the shareholders present in accordance with the procedures at the meeting, but they shall abstain from voting. When a resolution relating to connected transactions is decided at the general meeting, the connected shareholders shall voluntarily abstain from voting; if any connected shareholder does not voluntarily abstain from voting, the other shareholders attending the meeting shall have the right to request the connected shareholder to abstain from voting. After the connected shareholder has withdrawn, the other shareholders shall vote in accordance with the voting rights held by them, and a corresponding resolution shall be passed in accordance with the provisions of the Articles of Association. The procedures for withdrawing and voting by a connected shareholder shall be notified by the chairman of the general meeting and recorded in the minutes of meeting.

The withdrawal and voting procedures for connected shareholders in deliberating connected transactions are as follows: | ...
Before the general meeting of shareholders considers the connected transactions, the Company shall determine the scope of connected shareholders in accordance with relevant national laws and regulations. Connected shareholders or their authorized proxies may attend the general meeting and express their views to the shareholders present in accordance with the procedures at the meeting, but they shall abstain from voting. When a resolution relating to connected transactions is decided at the general meeting, the connected shareholders shall voluntarily abstain from voting; if any connected shareholder does not voluntarily abstain from voting, the other shareholders attending the meeting shall have the right to request the connected shareholder to abstain from voting. After the connected shareholder has withdrawn, the other shareholders shall vote in accordance with the voting rights held by them, and a corresponding resolution shall be passed in accordance with the provisions of the Articles of Association. The procedures for withdrawing and voting by a connected shareholder shall be notified by the chairman of the general meeting and recorded in the minutes of meeting.

The withdrawal and voting procedures for connected shareholders in deliberating connected transactions are as follows: |

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APPENDIX II

COMPARISON TABLE OF AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

Article No.	Before the Amendment	After the Amendment
	(I) If any matter to be considered at the general meeting has connected relationship with a shareholder, the shareholder shall disclose the connected relationship to the Board of Directors of the Company before the date of convening the general meeting;	(I) If any matter to be considered at the general meeting has connected relationship with a shareholder, the shareholder shall disclose the connected relationship to the Board of Directors of the Company before the date of convening the general meeting;
	(II) When the relevant connected transaction is considered at the general meeting, the chairman of the meeting shall announce the shareholder with connected relationship, and shall explain and describe the connection between the connected shareholder and the connected transaction;	(II) When the relevant connected transaction is considered at the general meeting, the chairman of the meeting shall announce the shareholder with connected relationship, and shall explain and describe the connection between the connected shareholder and the connected transaction;
	(III) The chairman of the meeting shall announce the withdrawal of the connected shareholder, and the non-connected shareholders will vote on the connected transaction;	(III) The chairman of the meeting shall announce the withdrawal of the connected shareholder, and the non-connected shareholders will vote on the connected transaction;
	(IV) A resolution on connected transaction shall be passed by more than half of the shareholdings with voting rights held by the non-connected shareholders present at the meeting; if such transaction falls within the scope of special resolutions, it shall be passed by more than two-thirds of shareholdings with voting rights held by the non-connected shareholders present at the meeting.	(IV) A resolution on connected transaction shall be passed by more than half of the shareholdings with voting rights held by the non-connected shareholders present at the meeting; if such transaction falls within the scope of special resolutions, it shall be passed by more than two-thirds of shareholdings with voting rights held by the non-connected shareholders present at the meeting.
		The procedures for withdrawing and voting at the general meeting of shareholders in considering the connected transactions shall abide by relevant national laws, regulations, the Hong Kong Stock Exchange Listing Rules and the regulatory requirements of the securities regulatory authorities of the place where the Company’s shares are listed.

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Article No.	Before the Amendment	After the Amendment
Article 85	The list of candidates for Directors and Supervisors shall be put forward by way of a proposal by the Board of Directors or the Supervisory Committee for voting at a general meeting. If the list of candidates for Directors is proposed by way of an extraordinary proposal of shareholders in accordance with Article 53 of the Articles of Association, documents such as qualifications for office and resumes for approval and screening by the Nomination Committee of the Board of Directors shall be submitted no later than 10 working days prior to the date of the general meeting.

The cumulative voting system shall be adopted for the election of Directors and Supervisors at a general meeting in cases involving the following circumstances:

(I) The Company elects more than two independent non-executive Directors;

(II) The Company elects more than two Directors or Supervisors during the period when a single shareholder and its concert parties are interested in 30% or more of the shares. | The list of candidates for Directors and Supervisors shall be put forward by way of a proposal by the Board of Directors or the Supervisory Committee for voting at a general meeting. If the list of candidates for Directors is proposed by way of an extraordinary proposal of shareholders in accordance with Article 53 of the Articles of Association, documents such as qualifications for office and resumes for approval and screening by the Nomination Committee of the Board of Directors shall be submitted no later than 10 working days prior to the date of the general meeting.

The cumulative voting system shall be adopted for the election of Directors and Supervisors at a general meeting in cases involving the following circumstances:

(I) The Company elects more than two independent non-executive Directors;

(II) The Company elects more than two Directors or Supervisors during the period when a single shareholder and its concert parties are interested in 30% or more of the shares. |

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Article No.	Before the Amendment	After the Amendment
	In the event that cumulative voting is adopted for the election of Directors at the general meeting, the voting for independent non-executive Directors and that for other Directors shall be conducted separately, and the elected Directors and Supervisors shall be determined based on the number of candidates to be elected for Directors and Supervisors and according to the descending order of the number of votes they have received. If cumulative voting is not adopted for the election of Directors and Supervisors, each candidate for a Director or Supervisor shall be proposed under a separate proposal.

The cumulative voting system referred to in the preceding paragraph means that in the election of Directors or Supervisors at a general meeting, each share shall attach the same number of voting rights as the number of Directors or Supervisors to be elected, and that the voting rights to which the shareholders are entitled may be centrally utilized to vote for a single candidate for a Director or Supervisor. The Board of Directors shall disclose the biographical details and basic particulars of the candidates for Directors and Supervisors by way of an announcement to the shareholders. | In the event that cumulative voting is adopted for the election of Directors at the general meeting, the voting for independent non-executive Directors and that for other Directors shall be conducted separately, and the elected Directors and Supervisors shall be determined based on the number of candidates to be elected for Directors and Supervisors and according to the descending order of the number of votes they have received. If cumulative voting is not adopted for the election of Directors and Supervisors, each candidate for a Director or Supervisor shall be proposed under a separate proposal.

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Article No.	Before the Amendment	After the Amendment
	The Board of Directors shall establish rules for the implementation of cumulative voting, which shall be submitted to the general meeting for approval.

The method and procedure for the nomination of Directors are set out below:

(II) Shareholders holding or jointly holding more than 1% of the total number of outstanding voting shares of the Company shall have the right to propose new candidates for Directors in accordance with the provisions of the Company Law and the Articles of Association. | The Board of Directors shall establish rules for the implementation of cumulative voting, which shall be submitted to the general meeting for approval.

The method and procedure for the nomination of Directors are set out below:

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Article No.	Before the Amendment	After the Amendment
	The method and procedure for the nomination of Supervisors are set out below:

(I) For shareholder representative Supervisors, members of the first session of the Supervisory Committee shall be elected at the Company’s inaugural meeting from a list of candidates proposed by the Company’s promoters; in the selection of a new session of the Supervisory Committee, the list of candidates for members of the next session of the Supervisory Committee shall be proposed by the previous session of the Supervisory Committee and submitted by way of a proposal to the general meeting for voting; shareholders holding or jointly holding more than 1% of the total number of outstanding voting shares of the Company shall have the right to propose new candidates for Supervisors.

(II) For employee representative Supervisors and their replacement, they shall be elected at the Company’s employee representative meeting or democratically elected in other forms, and shall be directly appointed to the Supervisory Committee.

Opinions shall be sought from shareholders as much as possible when nominating a Director by the Board of Directors or nominating a Supervisor by the Supervisory Committee. | The method and procedure for the nomination of Supervisors are set out below:

Opinions shall be sought from shareholders as much as possible when nominating a Director by the Board of Directors or nominating a Supervisor by the Supervisory Committee. |

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Article No.	Before the Amendment	After the Amendment
Article 88	In the event of a repeat vote by the same voting right, the result of the first vote shall prevail.	Each voting right shall only be exercised by attending meeting in person, through the internet or any one of the other voting methods. In the event of a repeat vote by the same voting right, the result of the first vote shall prevail.
Article 90	Before voting on a proposal at a general meeting, two shareholder representatives shall be recommended and elected as vote counters and scrutinizers. If the matter under consideration is related to the shareholders, the relevant shareholders and their proxies shall not be the vote counters and scrutinizers.

When voting on a proposal at a general meeting, shareholder representatives and Supervisor representatives shall be jointly responsible for vote counting and scrutinizing, and the poll results shall be announced on the spot and the poll results of the resolution shall be recorded in the minutes of the meeting.

... | Before voting on a proposal at a general meeting, two shareholder representatives shall be recommended and elected as vote counters and scrutinizers. If the matter under consideration is related to the shareholders, the relevant shareholders and their proxies shall not be the vote counters and scrutinizers.

When voting on a proposal at a general meeting, shareholder representatives and Supervisor representatives vote counters and scrutinizers shall be jointly responsible for vote counting and scrutinizing, and the poll results shall be announced on the spot and the poll results of the resolution shall be recorded in the minutes of the meeting.

... |

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Article No.	Before the Amendment	After the Amendment
Article 91	Before the official announcement of poll results, the Company, vote counters, scrutinizers, major shareholders and other relevant parties involved in the general meeting shall have an obligation to keep the voting situation confidential.	The closing time of the on-site general meeting shall not be earlier than online or other ways. The chairman of the meeting shall announce the voting and results of every resolution, and announce whether the resolutions have been passed based on the voting results.

Before the official announcement of poll results, the Company, vote counters, scrutinizers, major shareholders, network service providers and other relevant parties involved in the on-site general meeting, online and other ways of voting shall have an obligation to keep the voting situation confidential. |
| Article 92 | Shareholders attending a general meeting shall express one of the following opinions on the proposals submitted for voting: for, against, or abstain; except for securities registration and clearing institutions which serve as the nominal holders of stocks traded in the stock markets of the Mainland and Hong Kong under the stock connect mechanism and make declarations according to the intention of the actual holders.

... | Shareholders attending a general meeting shall express one of the following opinions on the proposals submitted for voting: for, against, or abstain; except for securities registration and clearing institutions which serve as the nominal holders of stocks traded in the stock markets of the Mainland and Hong Kong under the stock connect mechanism, or recognized clearing houses, as defined in the relevant regulations in force from time to time under the laws of Hong Kong, or their agents which serve as the nominal holders, and make declarations according to the intention of the actual holders.

... |

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COMPARISON TABLE OF AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

Article No.	Before the Amendment	After the Amendment
Article 94	The resolutions of a general meeting shall be announced in a timely manner, and the announcement shall clearly set out the number of shareholders and proxies attending the meeting, the total number of voting shares held and the proportion to the total number of voting shares of the Company, the voting method, the poll results of each proposal, and details of each resolution passed.	The resolutions of a general meeting shall be announced in a timely manner, and the announcement shall clearly set out the number of shareholders and proxies attending the meeting, the total number of voting shares held and the proportion to the total number of voting shares of the Company, the voting method; and the poll results of each proposal, and details of each resolution passed.
Article 96	If a proposal for the election of a Director or Supervisor is passed at a general meeting, the new Director or Supervisor shall take office from the date on which the relevant resolution is passed at the general meeting.	If a proposal for the election of a Director or Supervisor is passed at a general meeting, the new Director or Supervisor shall take office from the date on which the relevant resolution is passed at the general meeting (Where the resolution of the general meeting provides otherwise, such provisions shall prevail provided that they are not in violation of domestic laws, administrative regulations, securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association).

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CHAPTER V DIRECTORS AND BOARD OF DIRECTORS

Article No.	Before the Amendment	After the Amendment
Article 98	The Directors of the Company comprise executive Directors, non-executive Directors and independent non-executive Directors. A non-executive Director refers to a Director who does not hold any operation management position in the Company, and an independent non-executive Director refers to the person who complies with the requirements set out in Article 103 of the Articles of Association. Directors shall have the qualifications for office as required by laws, administrative regulations and rules. A Director of the Company shall be a natural person and shall not serve as a Director of the Company under any of the following circumstances:

...

... | The Directors of the Company comprise executive Directors, non-executive Directors and independent non-executive Directors. A non-executive Director refers to a Director who does not hold any operation management position in the Company, and an independent non-executive Director refers to the person who complies with the requirements set out in Article 103 of the Articles of Association. Directors shall have the qualifications for office as required by laws, administrative regulations and rules. A Director of the Company shall be a natural person and shall not serve as a Director of the Company under any of the following circumstances:

...

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Article No.	Before the Amendment	After the Amendment
	If the election or appointment of Directors violates the provisions of this Article, such election, appointment or engagement shall be null and void. If a Director falls under any of the circumstances described in this Article during his/her term of office, the Board of Directors shall put forward the general meeting a proposal for the removal of the Director from office in accordance with the procedures stipulated in the Articles of Association.	(VII) He/she is recognised as unsuitable to serve as a director or senior management member of listed companies in accordance with securities regulatory rules of the place where the Company's shares are listed for a period which has not yet expired;

...

If the election or appointment of Directors violates the provisions of this Article, such election, appointment or engagement shall be null and void. If a Director falls under any of the circumstances described in this Article during his/her term of office, the Board of Directors shall put forward the general meeting a proposal for the removal of the Director from office in accordance with the procedures stipulated in the Articles of Association the Company shall remove him/her from his/her position and cease his/her performance of duties. |

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Article No.	Before the Amendment	After the Amendment
Article 99	...
A Director may be concurrently held by the general manager or other senior management personnel, but the number of Directors who concurrently hold the position of general manager or other senior management shall not exceed 1/2 of the total number of Directors of the Company.

The Board of Directors of the Company does not have any employee representative Directors. The Nomination Committee of the Board of Directors shall be responsible for the procedures of election and appointment of Directors. | ...
A Director appointed by the Board of Directors to fill a casual vacancy or to increase the number of members of the Board of Directors shall hold office for a term commencing from the date of his/her appointment until the first annual general meeting after his/her appointment, and shall be eligible for re-election by then.

A Director may be concurrently held by the general manager or other senior management personnel, but the number of Directors who concurrently hold the position of general manager or other senior management and Directors who are employee representatives shall not exceed 1/2 of the total number of Directors of the Company.

The Board of Directors of the Company does not have any employee representative Directors. The Nomination Committee of the Board of Directors shall be responsible for the procedures of election and appointment of Directors. The Board of Directors of the Company comprises one employee representative Director, which shall be elected by employees of the Company at a staff representative meeting or through other means of democratic election, and need not be submitted to the general meeting for consideration. |

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Article No.	Before the Amendment	After the Amendment
Article 100	Directors shall abide by laws, administrative regulations and the Articles of Association, and have the following fiduciary duties to the Company:

(I) They shall take measures to avoid conflicts between their own interests and the interests of the company and shall not use their power to seek improper benefits;

(II) They shall not misappropriate the Company’s property or misappropriate the Company’s funds;

(III) They shall not deposit the Company’s assets or funds in an account opened in their own name or in the name of another individual;

(IV) They shall not, in violation of the provisions of the Articles of Association, lend the Company’s funds to others or provide guarantees for others with the Company’s property without the consent of general meetings or the Board of Directors;

(V) They shall not use their position to seek business opportunities that should belong to the company as personal gain for themselves or others, except that any business owner or for others is engaged in any business of the same kind as the Company but has already reported to the Board of Directors or general meetings and approved by the Board or general meetings in accordance with the Articles of Association, or the Company is unable to take advantage of the business opportunity according to laws, administrative regulations or the Articles of Association; | Directors shall abide by the requirements of laws, administrative regulations and the Articles of Association, and have the following fiduciary duties to the Company:

(I) They shall take measures to avoid conflicts between their own interests and the interests of the company and shall not use their power to seek improper benefits;

(II) They shall not misappropriate the Company’s property or misappropriate the Company’s funds;

(III) They shall not deposit the Company’s assets or funds in an account opened in their own name or in the name of another individual;

(IV) They shall not use their power to accept any bribe or other illegal income;

(V) They shall not, in violation of the provisions of the Articles of Association, lend the Company’s funds to others or provide guarantees for others with the Company’s property without the consent of general meetings or the Board of Directors;

(VI) They shall not directly or indirectly enter into contracts or transactions with the Company without reporting to the Board of Directors or shareholders’ meeting or approval by the Board of Directors or shareholders’ meeting by resolutions in accordance with the provisions of the Articles of Association; |

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Article No.	Before the Amendment	After the Amendment
	(VI) They shall not take the commission of transactions with the Company for personal use;
(VII) They shall not disclose company secrets without authorization;
(VIII) They shall not use its connected relationships to harm the interests of the Company;
(IX) Other fiduciary obligations stipulated by laws, administrative regulations, departmental regulations, securities regulatory rules of the Company’s stock listing place and this charter.	(V) They shall not use their position to seek business opportunities that should belong to the company as personal gain for themselves or others, except that any business owner or for others is engaged in any business of the same kind as the Company but where they have has already reported to the Board of Directors or general meetings and were approved by the Board or general meetings by resolutions in accordance with the Articles of Association, or the Company is unable to take advantage of the business opportunity according to laws, administrative regulations or the Articles of Association;
(VI) They shall not operate a business for themselves or others which is of the same type as the Company’s business without reporting to the Board of Directors or shareholders’ meeting or approval of the shareholders’ meeting by resolutions;
(VIII) They shall not take the commission of transactions between other parties and with the Company for personal use;
(VIII) They shall not disclose company secrets without authorization;
(VIII) They shall not use its connected relationships to harm the interests of the Company;
(IX) Other fiduciary obligations stipulated by laws, administrative regulations, departmental regulations, securities regulatory rules of the Company’s stock listing place and this charter the Articles of Association.
	Directors, supervisors and senior management who enter into contracts or conduct transactions with the Company directly or indirectly shall report to the Board of Directors or the shareholders’ meeting on matters relating to the entering into of such contracts or transactions, which shall be approved by a resolution of the Board of Directors or general meetings in accordance with the provisions of the Articles of Association.
	When the close relatives of the directors, supervisors and senior management, the enterprises directly or indirectly controlled by the directors, supervisors and senior management or their close relatives, and the connected persons who have other connected relationships with the directors, supervisors and senior management enter into contracts with the Company or to conduct transactions, the provisions of the preceding paragraph shall apply.
	Any income derived by a director in violation of this Article shall belong to the Company; and any loss caused to the Company shall be liable by the directors for compensation.

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Article No.	Before the Amendment	After the Amendment
		Directors, supervisors and senior management who enter into contracts or conduct transactions with the Company directly or indirectly shall report to the Board of Directors or the shareholders' meeting on matters relating to the entering into of such contracts or transactions, which shall be approved by a resolution of the Board of Directors or general meetings in accordance with the provisions of the Articles of Association.

When the close relatives of the directors, supervisors and senior management, the enterprises directly or indirectly controlled by the directors, supervisors and senior management or their close relatives, and the connected persons who have other connected relationships with the directors, supervisors and senior management enter into contracts with the Company or to conduct transactions, the provisions of the preceding paragraph shall apply.

...

When the close relatives of the Directors and senior management, the enterprises directly or indirectly controlled by the Directors and senior management or their close relatives, and the connected persons who have other connected relationships with the Directors and senior management enter into contracts or conduct transactions with the Company, the provisions in (IV) of the second paragraph of this Article shall apply. |

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Article No.	Before the Amendment	After the Amendment
Article 101	Directors shall abide by laws, administrative regulations and the Articles of Association, and have the following diligence obligations to the Company:

...

(IV) They shall reporting to the Company and sign written confirmations regularly and ensure the truthfulness, accuracy and completeness of the information disclosed by the Company;

(V) Providing relevant information and materials to the supervisory committee in a truthful manner so as not to impede the supervisory committee or the supervisors from performing their functions and powers;

... | Directors shall abide by laws, administrative regulations and the Articles of Association, and have the following diligence obligations to the Company and exercise due care generally expected of managers in the best interests of the Company when performing their duties.:

Directors shall have the following diligence obligations to the Company:

...

(IV) They shall reporting report to the Company and sign written confirmations regularly and ensure the truthfulness, accuracy and completeness of the information disclosed by the Company;

(V) Providing relevant information and materials to the supervisory committee Audit Committee in a truthful manner so as not to impede the supervisory committee or the supervisors Audit Committee from performing their functions and powers;

... |

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Article No.	Before the Amendment	After the Amendment
Article 103	Directors may resign prior to the expiration of their term of office. Directors who resign shall submit a written resignation report to the Board of Directors. The Board of Directors will disclose the relevant situation within 2 days.

If the resignation of a director causes the Company’s Board of Directors to fall below the legal minimum number or the resignation of an independent non-executive director results in having no accounting professionals among the independent non-executive directors, before the re-elected director takes office, the original director shall still perform his/her duties as a director in accordance with laws, administrative regulations, departmental rules and the Articles of Association. A director’s resignation report will not take effect until the next director fills the vacancy generated by his/her resignation.

Except for the circumstances listed in the preceding paragraph, the resignation of a director shall take effect upon delivery of the resignation report to the Board of Directors.

On the premise that of not violating the relevant laws, regulations and regulatory rules in Hong Kong, if the Board of Directors (if permitted by applicable laws and regulations) appoints a new director to fill a temporary vacancy on the Board of Directors or to increase the number of directors, the appointed director’s term shall only expire at the first annual general meeting of the Company after his/her appointment and he/she shall be eligible for re-election. | Directors may resign prior to the expiration of their term of office. Directors who resign shall submit a written resignation report to the Board of Directors Company. The resignation shall take effect on the day when the Company receives the resignation report. The Board of Directors Company will disclose the relevant situation within 2 days two trading days.

If the resignation of a director causes the Company’s Board of Directors to fall below the legal minimum number or the resignation of an independent non-executive director results in having no accounting professionals among the independent non-executive directors, before the re-elected director takes office, the original director shall still perform his/her duties as a director in accordance with laws, administrative regulations, departmental rules, securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association. A director’s resignation report will not take effect until the next director fills the vacancy generated by his/her resignation.

Except for the circumstances listed in the preceding paragraph, the resignation of a director shall take effect upon delivery of the resignation report to the Board of Directors.

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Article No.	Before the Amendment	After the Amendment
Article 104	A director shall complete all formalities for handing over to the Board of Directors when his/her resignation takes effect or when his term of office expires, and his/her fiduciary duty towards the Company and its shareholders shall not ipso facto be discharged at the end of his term of office and will be still in effective for a reasonable period specified by these Articles of Association, and his/her obligation to keep the Company’s trade secrets confidential shall remain in force at the end of his term of office until such secrets become public information. The duration of the other obligations shall be determined on an equitable basis, depending on the length of time between the event and the departure from office and the circumstances and conditions under which the relationship with the Company ends.	The Company has a system in place to manage the departure of Directors, which specifies safeguard measures for pursuing and recovering liability for unfulfilled public commitments and other outstanding matters. A director shall complete all formalities for handing over to the Board of Directors when his/her resignation takes effect or when his term of office expires, and his/her fiduciary duty towards the Company and its shareholders shall not ipso facto be discharged at the end of his term of office and will be still in effective for a reasonable period specified by these Articles of Association. The liability that a Director bears during his/her term of office due to the performance of his/her duties shall not be waived or terminated upon leaving office.; and his/her His/her obligation to keep the Company’s trade secrets confidential shall remain in force at the end of his term of office until such secrets become public information. The duration of the other obligations shall be determined on an equitable basis, depending on the length of time between the event and the departure from office and the circumstances and conditions under which the relationship with the Company ends.

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Article No.	Before the Amendment	After the Amendment
Article 105	(No such article in the original text)	The shareholders’ meeting may remove any director through resolutions, which take effect on the date when the resolutions were made.

Where a Director is removed before expiration of his/her term of office without justifiable reasons, the Director may demand indemnification from the Company. |
| Article 107 | A director shall be liable for compensation as regards the damages caused to the Company if he/she violates the provisions of laws, administrative regulations, departmental rules and regulations, or these Articles of Association in the performance of his/her duties for the Company. | Where a Director causes damages to others in the performance of his/her duties for the Company, the Company will be liable for compensation. The Director shall also be liable for compensation if he/she is found to have conducted intentional misconduct or gross negligence.

A director shall be liable for compensation as regards the damages caused to the Company if he/she violates the provisions of laws, administrative regulations, departmental rules and regulations, or these Articles of Association in the performance of his/her duties for the Company. |

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Article No.	Before the Amendment	After the Amendment
Article 109
(original
Article 103,
original
Article 104
and original
Article 109)	The Company shall have a Board of Directors, which shall be accountable to the general meeting.

The Company has established the audit committee, the remuneration committee, and the nomination committee under the Board of Directors based on actual conditions and needs.

Special committees are responsible to the Board of Directors and perform their duties in accordance with the Articles of Association and the authorization of the Board of Directors. Proposals must be submitted to the Board of Directors for review and decision. The members of the special committees are all directors. Independent non-executive directors make up the majority of the audit committee, remuneration committee and nomination committee and serve as conveners. The convener of the audit committee is an accounting professional. The Board of Directors is responsible for formulating work procedures for special committees and standardizing their operations.

The Board of Directors consists of 11 directors. The Board of Directors consists of 1 chairman and 4 independent non-executive directors.

The Board of Directors has one chairman in place. The chairman of the Board of Directors is elected by more than half of all of the directors. | The Company shall have a Board of Directors, which shall be accountable to the general meeting.

The Company has established the audit committee, the remuneration committee, and the nomination committee under the Board of Directors based on actual conditions and needs.

The Board of Directors consists of 11 directors. The Board of Directors consists of 1 chairman and 4 independent non-executive directors. |

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Article No.	Before the Amendment	After the Amendment
Article 110	The Board of Directors exercises the following powers:

...

(VIII) decide that the Company will purchase or sell major assets (including but not limited to land, buildings, equipment, production lines, and equity), but if the cumulative amount of the Company’s purchase and sale of major assets (including but not limited to land, buildings, equipment, production lines, equity) within one year exceeds 30% of the Company’s latest audited total assets, it must be reported to the shareholders’ meeting for review;

... | The Board of Directors exercises the following powers:

...

(VIII) decide that the Company will purchase or sell major assets (including but not limited to land, buildings, equipment, production lines, and equity), conduct asset pledge, external guarantee, connected transactions, external donations and other matters within the scope of authority of the shareholders’ meetings, but if the cumulative amount of the Company’s purchase and sale of major assets (including but not limited to land, buildings, equipment, production lines, equity) within one year exceeds 30% of the Company’s latest audited total assets and the provision of external guarantee is required to be considered and approved by the shareholders’ meeting in accordance with the provision of Article 46 of the Articles of Association, it must be reported to the shareholders’ meeting for review;

...

Matters beyond the scope of authority of the shareholders’ meeting shall be submitted to the shareholders’ meeting for consideration. |

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Article No.	Before the Amendment	After the Amendment
Article 113	The Board of Directors shall establish strict review and decision-making procedures by setting the scope of authority for conducting foreign investment, purchase and sale of assets, asset pledge, external guarantee, related party transactions and external donations. Material investment projects shall be examined by relevant experts and professionals as arranged by the Board of Directors, and shall be submitted to the general meeting for approval.	The Board of Directors shall establish strict review and decision-making procedures by setting the scope of authority for conducting foreign investment, purchase and sale of assets, asset pledge, external guarantee, related-party connected transactions and external donations, etc. Material investment projects shall be examined by relevant experts and professionals as arranged by the Board of Directors, and shall be submitted to the general meeting for approval.
Article 118	The methods of notification for the extraordinary Board meeting of the Board of Directors are: telephone notification and written notification (including personal delivery, mail, fax, and email). The notification time limit is: to notify all directors 3 days prior to the meeting. In the event of emergency, with the unanimous consent of all directors, the convening of an extraordinary Board meeting may not be subject to the aforementioned notification time limit, but this shall be recorded in the board minutes and signed by all participating directors.	The methods of notification for the extraordinary Board meeting of the Board of Directors are: telephone notification and/or written notification (including personal delivery, mail, fax, and email). The notification time limit is: to notify all directors 3 days prior to the meeting. In the event of emergency, with the unanimous consent of all directors, the convening of an extraordinary Board meeting may not be subject to the aforementioned notification time limit, but this shall be recorded in the board minutes and signed by all participating directors.

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Article No.	Before the Amendment	After the Amendment
Article 121	Directors who are related to the corporates involved in the matters resolved at the Board meeting may not exercise voting rights on the resolution, nor may they exercise voting rights on behalf of other directors. The Board meeting may be held if more than half of the unrelated directors are present, and resolutions made at the Board meeting shall be passed by more than half of the unrelated directors. If the number of unrelated directors present at the Board of Directors is less than 3, the matter shall be submitted to the shareholders’ meeting for review. If laws, regulations and the securities regulatory rules of the place where the Company’s shares are listed have any additional restrictions on directors’ participation in board meetings and voting, those provisions shall prevail.

Where the directors, supervisors, general manager and other senior management officers of the Company have a major interest, directly or indirectly, in the contract, deal or arrangement already ongoing or proposed to be executed by the Company (except the employment contracts between the Company and the directors, supervisors, general manager and other senior management officers), they shall disclose to the Board of Directors as soon as possible why and how they are relevant thereto, no matter whether or not the relevant issue shall be generally subject to the sanction by the Board of Directors. | If Directors who are related to the corporates or individuals involved in the matters resolved at the Board meeting, such Directors shall promptly report in writing to the Board of Directors. The Directors with connected relationship may not exercise voting rights on the resolution, nor may they exercise voting rights on behalf of other directors. The Board meeting may be held if more than half of the unrelated directors are present, and resolutions made at the Board meeting shall be passed by more than half of the unrelated directors. If the number of unrelated directors present at the meeting of the Board of Directors is less than 3, the matter shall be submitted to the shareholders’ meeting for review. If laws, regulations and the securities regulatory rules of the place where the Company’s shares are listed have any additional restrictions on directors’ participation in board meetings and voting, those provisions shall prevail.

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Article No.	Before the Amendment	After the Amendment
Article 126	(No such article in the original text)	The Company shall have independent Directors. Unless otherwise required in this section, the provisions regarding the qualifications and obligations of the Directors in the Articles of Association are also applicable to the independent Directors. Independent Directors shall conscientiously perform their duties in accordance with the provisions of laws, administrative regulations, securities regulatory rules of the CSRC and the place where the Company’s shares are listed, as well as the Articles of Association, play a role in participating in decision-making, supervising and balancing, and providing professional advice in the Board of Directors, safeguard the overall interests of the Company, and protect the legitimate rights and interests of minority shareholders.
Article 127	(No such article in the original text)	The qualification, nomination and election procedures, function and power and other relevant matters of independent Directors shall be implemented in accordance with the relevant provisions of laws, administrative regulations, the CSRC and the Hong Kong Stock Exchange.
Article 128	(No such article in the original text)	The Board of Directors of the Company shall establish an Audit Committee to exercise the functions and powers of the supervisory committee as required by the Company Law.

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Article No.	Before the Amendment	After the Amendment
Article 129	(No such article in the original text)	The Audit Committee comprises three members, which shall be directors who are not senior management of the Company. Among which, two members shall be independent Directors, and the accounting professionals among such independent Directors shall serve as the convener. If the securities regulatory rules of the place where the Company’s shares are listed provide otherwise with additional requirements, such provisions shall prevail.
Article 130	(No such article in the original text)	The Audit Committee is responsible for reviewing the financial information of the Company and its disclosure, supervising and evaluating internal and external audit work and internal control. The following matters shall be submitted to the Board of Directors for consideration after being approved by more than half of all members of the Audit Committee:

(I) Disclosure of financial information in financial accounting reports and periodic reports, as well as internal control evaluation reports;

(II) Hiring or dismissing the accounting firm engaged to carry out the audit of the listed company;

(III) Appointment or dismissal of the Company’s financial controller;

(IV) Changes in accounting policies, accounting estimates or corrections of material accounting errors for reasons other than changes in accounting standards;

(V) Other matters provided for by laws, administrative regulations, provisions of the CSRC, securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association. |

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Article No.	Before the Amendment	After the Amendment
Article 131	(No such article in the original text)	The Audit Committee shall hold at least one meeting each quarter. An extraordinary meeting may be held when it is proposed by two or more members, or when it is deemed necessary by the convener. Meeting of the Audit Committee shall be held only if more than two-thirds of the members are present.

The resolutions made by the Audit Committee shall be passed by more than half of the members of the Audit Committee.

Voting on the resolutions of Audit Committee shall be one person, one vote.

Minutes shall be prepared for the resolutions of the Audit Committee as required and shall be signed by the members of the Audit Committee present at the meetings.

The Board of Directors shall be responsible for formulating work procedures for the Audit Committee. |

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Article No.	Before the Amendment	After the Amendment
Article 132	(No such article in the original text)	The Board of Directors of the Company has established the Nomination Committee, the Remuneration Committee and other special committees to perform their duties in accordance with the Articles of Association and the authorization of the Board of Directors, and the proposals of the special committees shall be submitted to the Board of Directors for review and decision. The Board of Directors is responsible for formulating work procedures for special committees. The composition of members of the special committees shall be in compliance with laws, administrative regulations, departmental rules, the Hong Kong Stock Exchange Listing Rules and other securities regulatory rules of the place where the Company’s shares are listed or the relevant requirements as stipulated by the relevant regulatory authorities.

More than half of the members of the Nomination Committee and Remuneration Committee shall be independent directors and the same shall serve as conveners. Where it is otherwise provided under the Hong Kong Stock Exchange Listing Rules and other securities regulatory rules of the place where the Company’s shares are listed or by the relevant regulatory authorities, such provisions shall prevail. |

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Article No.	Before the Amendment	After the Amendment
Article 133	(No such article in the original text)	The Nomination Committee is responsible for formulating the criteria and procedures for selection of Directors and senior management, selecting and reviewing the candidates for Directors and senior management and their qualifications, and making recommendations to the Board of Directors on the following matters:

(I) Nomination or appointment and removal of Directors;

(II) Appointment or dismissal of senior management;

(III) Other matters as stipulated by laws, administrative regulations, regulations of the CSRC, the securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association.

If the Board of Directors does not adopt or does not fully adopt the recommendations of the Nomination Committee, it shall record the opinion of the Nomination Committee and the specific reasons for its non-adoption in a resolution of the Board of Directors and disclose the same. |

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Article No.	Before the Amendment	After the Amendment
Article 134	(No such article in the original text)	The Remuneration Committee is responsible for the formulation of standards for appraising and conducting evaluation of Directors and senior management, and the formulation and review of the remuneration decision mechanisms, decision-making processes, payment and cessation of payment recovery arrangements, and other remuneration policies and plans for Directors and senior management, and making recommendations to the Board of Directors on the following matters:

(I) the remuneration of Directors and senior management;

(II) the formulation or amendment of equity incentive schemes and employee stock ownership plans, and the granting of rights to incentive recipients and the achievement of conditions for the exercise of such rights by incentive recipients;

(III) the arrangement of stock ownership plans for Directors and senior management in the event of a proposed spin-off of a subsidiary;

(IV) other matters stipulated by laws, administrative regulations, regulations of the CSRC, the securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association.

If the Board of Directors does not adopt or does not fully adopt the recommendations of the Remuneration Committee, it shall record the opinion of the Remuneration Committee and the specific reasons for its non-adoption in a resolution of the Board of Directors and disclose the same. |

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CHAPTER VI GENERAL MANAGER AND OTHER

SENIOR MANAGEMENT OFFICERS

Article No.	Before the Amendment	After the Amendment
Article 136	The circumstances as mentioned in Article 93 hereof under which a person may not serve as a director shall also apply to senior management.
The directors’ duty of loyalty set out in Article 95 hereof and the directors’ duties of diligence in items (IV) to (VI) of Article 96 hereof shall also apply to senior management.	The circumstances as mentioned in Article 93 hereof under which a person may not serve as a director and the provisions concerning the management system for resignations as mentioned in the Articles of Association shall also apply to senior management.
The directors’ duty of loyalty set out in Article 95 hereof and the directors’ duties of diligence in items (IV) to (VI) of Article 96 hereof as mentioned in the Articles of Association shall also apply to senior management.
Article 137	Any person who takes administrative position other than a director or supervisor in the controlling shareholder and actual controller of the Company shall not act as senior management of the Company. The Company’s senior management are only paid by the Company and are not paid by the controlling shareholder on behalf of the Company.	Any person who takes administrative position other than a director or supervisor in the controlling shareholder and actual controller of the Company shall not act as senior management of the Company. The Company’s senior management are only paid by the Company and are not paid by the controlling shareholder on behalf of the Company.
Article 144	...
The secretary to the Board of Directors shall abide by the relevant provisions of laws, administrative regulations, departmental rules and the Articles of Association.	...
The secretary to the Board of Directors shall abide by the relevant provisions of laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association.

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Article No.	Before the Amendment	After the Amendment
Article 145	Where a member of senior management violates any laws, administrative regulations, departmental rules or the Articles of Association in executing his/her office in the Company, causing losses to the Company, he/she shall be liable for compensation.	Where a member of senior management causes damage to others in executing his/her office in the Company, the Company shall be liable for compensation. Where a member of senior management acts with intent or gross negligence, he/she shall also bear the liability for compensation.
Where a member of senior management violates any laws, administrative regulations, departmental rules or the Articles of Association in executing his/her office in the Company, causing losses to the Company, he/she shall be liable for compensation.

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ORIGINAL CHAPTER VII SUPERVISORY COMMITTEE

(Deleted in its entirety)

CHAPTER VII FINANCIAL ACCOUNTING SYSTEM, PROFIT DISTRIBUTION AND AUDIT

Article No.	Before the Amendment	After the Amendment
Article 147 (original Article 148 and original Article 149)	Article 148 The Company formulates its financial accounting system in accordance with laws, administrative regulations and regulations of relevant national departments.

The Company's accounting year adopts the Gregorian calendar year system, that is, the accounting year begins from January 1st to December 31st of each year.

The Company shall prepare financial reports in a timely manner at the end of each fiscal year.

In addition to being prepared in accordance with Chinese accounting standards and regulations, the Company's financial statements shall also be prepared in accordance with the accounting standards stipulated by international or stock exchanges of the place where the Company is listed. If there are significant differences between the financial statements prepared according to the two accounting standards, such differences shall be noted in the notes to the financial statements. | The Company formulates its financial accounting system in accordance with laws, administrative regulations, the regulatory rules of the place where the Company's shares are listed and regulations of relevant national departments.

The Company's accounting year adopts the Gregorian calendar year system, that is, the accounting year begins from January 1st to December 31st of each year.

The Company shall prepare annual financial accounting reports within four months from the end of each fiscal year and interim financial accounting reports within two months from the end of the first six months of each fiscal year.

The aforesaid periodic reports shall be prepared in accordance with the relevant laws, administrative regulations and the provisions of the stock exchange at the listing place.

The Company shall prepare financial reports in a timely manner at the end of each fiscal year.

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Article No.	Before the Amendment	After the Amendment
Article 148	In addition to the statutory accounting books, the Company will not maintain separate accounting books. The Company’s assets are not stored in accounts opened in any individual’s name.	In addition to the statutory accounting books, the Company will not maintain separate accounting books. The Company’s assets-funds are not stored in accounts opened in any individual’s name.
Article 149	……
If the shareholders’ meeting violates the provisions of the preceding paragraph and distributes profits to shareholders before the Company makes up for its losses and withdraws statutory reserve funds, shareholders must return the profits distributed in violation of the regulations to the Company.
……	……
If the shareholders’ meeting violates the provisions of the Company Law preceding paragraph and distributes profits to shareholders before the Company makes up for its losses and withdraws statutory reserve funds, shareholders must shall return the profits distributed in violation of the regulations to the Company; if losses are caused to the Company, the shareholders and the responsible Directors and senior management shall be liable for compensation.
……
Article 150	The Company’s reserve fund is used to make up for the Company’s losses, expand the Company’s production and operations, or increase the Company’s capital.
……	The Company’s reserve fund is used to make up for the Company’s losses, expand the Company’s production and operations, or increase the Company’s registered capital.
……
Original Article 153	After the shareholders of the Company have passed a resolution on the profit distribution plan, the Board of Directors of the Company shall complete the distribution of dividends (or shares) within 2 months after the convening of the shareholders’ meeting.	(Deleted in its entirety)

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Article No.	Before the Amendment	After the Amendment
Original
Article 154	The Company may distribute profits in cash, stocks, a combination of cash and stocks, or other methods permitted by law. Profit distribution shall not exceed the scope of cumulative distributable profits, and shall not damage the Company’s ability to continue operating. The Company’s profits distributed in cash in a single fiscal year shall not be less than 10% of the distributable profits realized in that year.	(Deleted in its entirety)
Article 151	The Company implements an internal audit system and establishes an internal audit department with full-time auditors to conduct internal audit supervision of the Company’s financial revenue and expenditure and economic activities.	The Company implements an internal audit system and establishes an internal audit department with full-time auditors to conduct internal audit supervision of the Company’s financial revenue and expenditure and economic activities, which specifies the leadership system, responsibilities and authorities, personnel allocation, funding support, application of audit results and accountability for internal audit work.

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Article No.	Before the Amendment	After the Amendment
Article 152	The Company’s internal audit system and auditors’ responsibilities shall be implemented following approval by the Board of Directors. The person in charge of the audit is responsible and reports to the Board of Directors.	The Company’s internal audit system and auditors’ responsibilities shall be implemented following approval by the Board of Directors. The person in charge of the audit is responsible and reports to the Board of Directors.

The internal audit institution shall be accountable to the Board of Directors.

The internal audit institution shall accept the supervision and guidance from the Audit Committee in the course of supervising and inspecting the business activities, risk management, internal control and financial information of the Company. If the internal audit institution discovers relevant major issues or clues, it shall report directly to the Audit Committee immediately. |
| Article 153 | (No such article in the original text) | The internal audit institution is responsible for the specific organization and implementation of the internal control evaluation of the Company. The Company issues the annual internal control evaluation report based on the evaluation report and relevant materials issued by the internal audit institution upon reviewed by the Audit Committee. |

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Article No.	Before the Amendment	After the Amendment
Article 154	(No such article in the original text)	When the Audit Committee communicates with external audit firms such as accounting firms and national audit agency, the internal audit institution shall actively cooperate and provide necessary support and collaboration.
Article 155	(No such article in the original text)	The Audit Committee participates in the evaluation of the person in charge of internal audit.
Article 157	The Company’s appointment of an accounting firm shall be decided on the shareholders’ meeting, and the Board of Directors may not appoint an accounting firm before a decision is made on the shareholders’ meeting.	The Company’s appointment and dismissal of an accounting firm shall be decided on the shareholders’ meeting, and the Board of Directors may not appoint an accounting firm before a decision is made on the shareholders’ meeting.
Article 160	When the Company dismisses or no longer re-appoints the accounting firm, it must notify the accounting firm fifteen days in advance. When the Company’s shareholders vote on the dismissal of the accounting firm, the accounting firm is allowed to state its opinions.	When the Company dismisses or no longer re-appoints the accounting firm, it must notify the accounting firm-fifteen-days in advance. When the Company’s shareholders vote on the dismissal of the accounting firm, the accounting firm is allowed to state its opinions.

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CHAPTER VIII NOTICE AND ANNOUNCEMENT

Article No.	Before the Amendment	After the Amendment
Article 167	(No such article in the original text)	The Company shall designate the Hong Kong Stock Exchange’s HKExnews website (www.hkexnews.hk) and the Company’s official website as the media for publishing the Company’s announcements and other information required to be disclosed. The Board of Directors shall have the right to decide to adjust the designated media for information disclosure of the Company, but should ensure that the designated media for information disclosure meets the relevant laws and regulations of Mainland China and Hong Kong, as well as the qualifications and conditions stipulated by the securities regulatory authority of the State Council, overseas regulatory authorities and the stock exchange of the place where the Company’s shares are listed.

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CHAPTER IX MERGER, DIVISION, CAPITAL INCREASE, CAPITAL REDUCTION, DISSOLUTION AND LIQUIDATION

Article No.	Before the Amendment	After the Amendment
Article 169	(No such article in the original text)	If the price paid for the merger of the Company does not exceed 10% of the net assets of the Company, it may not be subject to a resolution of the shareholders’ meeting, unless otherwise provided in the Articles of Association and the listing rules of the place where the Company’s shares are listed.

Where the merger of the Company pursuant to the preceding paragraph is not subject to a resolution of the shareholders’ meeting, it shall be subject to a resolution of the Board of Directors. |
| Article 170 | If the Company merges, the merging parties shall sign a merger agreement and prepare a balance sheet and property list. The Company shall notify creditors within 10 days from the date of making the merger resolution, and shall make an announcement within 30 days in newspapers (or the National Enterprise Credit Information Disclosure System) and the Hong Kong Stock Exchange’s HKExnews website (www.hkexnews.hk).

Creditors may require the Company to pay off debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is received. | If the Company merges, the merging parties shall sign a merger agreement and prepare a balance sheet and property list. The Company shall notify creditors within 10 days from the date of making the merger resolution, and shall make an announcement within 30 days in newspapers (or the National Enterprise Credit Information Disclosure System) and, the Hong Kong Stock Exchange’s HKExnews website (www.hkexnews.hk) and the Company’s official website.

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Article No.	Before the Amendment	After the Amendment
Article 172	...
If the Company is divided, a balance sheet and property list shall be prepared. The Company shall notify its creditors within 10 days from the date of making the separation resolution, and shall make an announcement within 30 days in newspapers (or the National Enterprise Credit Information Disclosure System) and the Hong Kong Stock Exchange’s HKExnews website (www.hkexnews.hk).	...
If the Company is divided, a balance sheet and property list shall be prepared. The Company shall notify its creditors within 10 days from the date of making the separation resolution, and shall make an announcement within 30 days in newspapers (or the National Enterprise Credit Information Disclosure System) and, the Hong Kong Stock Exchange’s HKExnews website (www.hkexnews.hk) and the Company’s official website.
Article 174	...
The Company shall notify creditors within 10 days from the date of making the resolution to reduce the registered capital, and shall make an announcement within 30 days in newspapers (or the National Enterprise Credit Information Disclosure System) and the Hong Kong Stock Exchange’s HKExnews website (www.hkexnews.hk). Creditors have the right to require the Company to pay off debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is received.

The Company’s registered capital after capital reduction will not be less than the legal minimum. | ...
The Company shall notify creditors within 10 days from the date of making the resolution to reduce the registered capital, and shall make an announcement within 30 days in newspapers (or the National Enterprise Credit Information Disclosure System) and, the Hong Kong Stock Exchange’s HKExnews website (www.hkexnews.hk) and the Company’s official website. Creditors have the right to require the Company to pay off debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is received.

Where The Company’s registered capital after capital reduction will not be less than the legal minimum reduces its registered capital, the amount of capital contribution or shares shall be reduced correspondingly in proportion to the shares held by its shareholders, unless otherwise provided by law or the Articles of Association. |

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Article No.	Before the Amendment	After the Amendment
Article 175	If the Company still has losses after making up for its losses in accordance with the provisions of paragraph 2 of Article 152 of the Articles of Association, it may reduce its registered capital to make up for the losses. If the registered capital is reduced to make up for losses, the Company shall not distribute to shareholders, nor may it exempt shareholders from their obligation to pay capital contributions or share payments.

If the registered capital is reduced in accordance with the provisions of the preceding paragraph, the provisions of paragraph 2 of Article 174 of the Articles of Association shall not apply, but announcements shall be made in newspapers, the National Enterprise Credit Information Disclosure System and the Hong Kong Stock Exchange’s HKExnews website (www.hkexnews.hk) within 30 days from the date when the shareholders’ meeting makes a resolution to reduce the registered capital.

After the Company reduces its registered capital in accordance with the provisions of the preceding two paragraphs, it shall not distribute profits until the cumulative amount of the statutory reserve fund and discretionary reserve fund reaches 50% of the Company’s registered capital. | If the Company still has losses after making up for its losses in accordance with the provisions of paragraph 2 of Article 149152 of the Articles of Association, it may reduce its registered capital to make up for the losses. If the registered capital is reduced to make up for losses, the Company shall not distribute to shareholders, nor may it exempt shareholders from their obligation to pay capital contributions or share payments.

If the registered capital is reduced in accordance with the provisions of the preceding paragraph, the provisions of paragraph 2 of Article 174 of the Articles of Association shall not apply, but announcements shall be made on the Hong Kong Stock Exchange’s HKExnews website (www.hkexnews.hk) in accordance with the securities regulatory rules of the place where the Company’s shares are listed, as well as in newspapers; (or the National Enterprise Credit Information Disclosure System) and the Hong Kong Stock Exchange’s HKExnews website (www.hkexnews.hk) within 30 days from the date when the shareholders’ meeting makes a resolution to reduce the registered capital.

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Article No.	Before the Amendment	After the Amendment
Article 176	(No such article in the original text)	Where the registered capital is reduced in violation of the Company Law or other relevant provisions, shareholders shall return funds received and the original state shall be restored if capital contributions from shareholders are reduced or exempted; if losses are caused to the Company, the shareholders and the responsible Directors and senior management shall be liable for compensation.
Article 177	(No such article in the original text)	When the Company issues new shares for increasing its registered capital, shareholders shall have no pre-emptive rights, unless otherwise provided in the Articles of Association or where the resolution of shareholders' meeting decides that shareholders are entitled to pre-emptive rights.
Article 179	The Company will be dissolved for the following reasons:

...

(V) If the Company encounters serious difficulties in its operation and management, and its continued existence will cause heavy losses to the interests of shareholders, and cannot be solved through other means, shareholders holding more than 10% of the voting rights of all shareholders of the Company may request the People's Court to dissolve the Company.

... | The Company will be dissolved for the following reasons:

...

(V) If the Company encounters serious difficulties in its operation and management, and its continued existence will cause heavy losses to the interests of shareholders, and cannot be solved through other means, shareholders holding more than 10% of the voting rights of all shareholders of the Company holding more than 10% of the voting rights of the Company may request the People's Court to dissolve the Company.

... |

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Article No.	Before the Amendment	After the Amendment
Article 180	...
Any amendment made to the Articles of Association pursuant to the preceding paragraph shall be adopted by no less than two-thirds of all voting shareholders in attendance at the relevant shareholders’ meeting.	...
Any amendment made to the Articles of Association pursuant to the preceding paragraph or by resolution of the shareholders’ meeting shall be adopted by no less than two-thirds of all voting shareholders in attendance at the relevant shareholders’ meeting.
Article 181	Article 179 Where the Company is to be dissolved pursuant to items (1), (2), (4) and (5) in Article 177 of the Articles of Association, it shall be liquidated. A liquidation committee shall be established within 15 days from the date when the event of dissolution occurs with the Board of Directors as the liquidation obligor of the Company.

The liquidation committee shall be composed of directors except where otherwise provided in the Articles of Association or the shareholders’ meeting resolves to elect other persons.

If a liquidation committee is not established for liquidation within the prescribed time limit, the creditors may apply to the People’s Court to designate relevant personnel to form a liquidation committee for liquidation. | Where the Company is to be dissolved pursuant to items (1), (2), (4) and (5) in Article 177-Article 179 of the Articles of Association, it shall be liquidated. A liquidation committee shall be established within 15 days from the date when the event of dissolution occurs with the Board of Directors as the liquidation obligor of the Company.

The liquidation committee shall be composed of directors except where otherwise provided in the Articles of Association or the shareholders’ meeting resolves to elect other persons.

If the liquidation obligor fails to perform its liquidation obligations in a timely manner and causes losses to the Company or its creditors, it shall be liable for compensation. If a liquidation committee is not established for liquidation within the prescribed time limit, the creditors may apply to the People’s Court to designate relevant personnel to form a liquidation committee for liquidation. |

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Article No.	Before the Amendment	After the Amendment
Article 183	The liquidation committee shall notify creditors within 10 days from the date of establishment, and shall publish an announcement in newspapers, the National Enterprise Credit Information Publicity System and the Hong Kong Stock Exchange’s HKExnews website (www.hkexnews.hk) within 60 days. Creditors shall declare their claims to the liquidation committee within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if the notice is not received.
...	The liquidation committee shall notify creditors within 10 days from the date of establishment, and shall publish an announcement in newspapers, the National Enterprise Credit Information Publicity System and the Hong Kong Stock Exchange’s HKExnews website (www.hkexnews.hk) within 60 days. Creditors shall declare their claims to the liquidation committee within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if the notice is not received.
...
Article 184	After cleaning up the Company’s assets and preparing a balance sheet and property list, the liquidation committee shall formulate a liquidation plan and submit it to the shareholders’ meeting or the People’s court for confirmation.	After cleaning up the Company’s assets and preparing a balance sheet and property list, the liquidation committee shall formulate a liquidation plan and submit it to the shareholders’ meeting or the People’s court for confirmation.
Article 186	After the Company’s liquidation is completed, the liquidation committee shall prepare a liquidation report, submit it to the shareholders’ meeting or the People’s court for confirmation, and submit it to the Company registration authority to apply for cancellation of the Company registration and announce termination of the Company.	After the Company’s liquidation is completed, the liquidation committee shall prepare a liquidation report, submit it to the shareholders’ meeting or the People’s court for confirmation, and submit it to the Company registration authority to apply for cancellation of the Company registration and announce termination of the Company.

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CHAPTER X AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article No.	Before the Amendment	After the Amendment
Article 192	Matters concerning the amendment to the Articles of Association which are information required to be disclosed by applicable laws and regulations shall be announced as required.	Matters concerning the amendment to the Articles of Association which are information required to be disclosed by applicable laws and regulations or the securities regulatory rules of the place where the Company's shares are listed shall be announced as required.

CHAPTER XI SUPPLEMENTARY PROVISIONS

Article No.	Before the Amendment	After the Amendment
Article 194	(No such article in the original text)	The Board of Directors may formulate by-laws in accordance with the provisions of the Articles of Association, provided that such by-laws shall not be in violation of the Articles of Association.
Article 196	For the purpose of the Articles of Association, the terms “not less than”, “within”, “not more than” are all inclusive terms, while “less than”, “beyond”, “below”, “more than” and “exceeding” are exclusive terms.	For the purpose of the Articles of Association, the terms “not less than”, “within”, “not more than” are all inclusive terms, while “less than” “over”, “beyond”, “below”, “more than” and “exceeding” are exclusive terms.

APPENDIX III

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS

(1) Due to addition or deletions of articles, the serial number of relevant articles and cross references of the Rules of Procedure for General Meetings have been adjusted accordingly without separate presentation.

(2) As the Guidelines for the Articles of Association of Listed Companies (2025 Revision) (《上市公司章程指引》(2025 修訂)) have deleted the provisions relating to the supervisory committee and supervisors of listed companies and clarified companies shall stipulate in their articles of association that the board of directors shall set up an audit committee to exercise the statutory powers and functions of the supervisory committee, therefore, the corresponding references of “Supervisory Committee” and “Supervisors” in these Rules of Procedure have been amended as “Audit Committee” and “members of the Audit Committee” respectively or the relevant repealed provisions have been deleted. Such amendments are not presented on an article-by-article basis as the scope of amendments is relatively broad.

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CHAPTER I GENERAL PROVISIONS

Article No.	Before the Amendment	After the Amendment
Article 1	These Rules are formulated in accordance with the provisions of the Company Law of the People's Republic of China (《中華人民共和國公司法》) (the “Company Law”), the Securities Law of the People's Republic of China (《中華人民共和國證券法》) (the “Securities Law”), Trial Administrative Measures for Overseas Issuance and Listing of Securities by Domestic Enterprises (《境內企業境外發行證券和上市管理試行辦法》) (the “Trial Administrative Measures”), the Guidelines for the Articles of Association of Listed Companies (2023 Revision) (《上市公司章程指引(2023 年修訂)》), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange Listing Rules”), the Articles of Association of InnoScience (Suzhou) Technology Holding Co., Ltd. (the “Articles of Association”) and other relevant laws and regulations for the purposes of safeguarding the legitimate rights and interests of shareholders of InnoScience (Suzhou) Technology Holding Co., Ltd. (the “Company”), clarifying the duties and authorities of the general meetings and ensuring that the general meetings exercise their powers and functions in a regulated manner according to the law.	These Rules are formulated in accordance with the provisions of the Company Law of the People's Republic of China (《中華人民共和國公司法》) (the “Company Law”), the Securities Law of the People's Republic of China (《中華人民共和國證券法》) (the “Securities Law”), Trial Administrative Measures for Overseas Issuance and Listing of Securities by Domestic Enterprises (《境內企業境外發行證券和上市管理試行辦法》) (the “Trial Administrative Measures”), the Guidelines for the Articles of Association of Listed Companies (2023 Revision) (《上市公司章程指引(2023—年修訂)》), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange Listing Rules”), the Articles of Association of InnoScience (Suzhou) Technology Holding Co., Ltd. (the “Articles of Association”) and other relevant laws and regulations for the purposes of safeguarding the legitimate rights and interests of shareholders of InnoScience (Suzhou) Technology Holding Co., Ltd. (the “Company”), clarifying the duties and authorities of the general meetings and ensuring that the general meetings exercise their powers and functions in a regulated manner according to the law.

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CHAPTER II THE NATURE, POWER AND FUNCTIONS OF

THE GENERAL MEETINGS

Article No.	Before the Amendment	After the Amendment
Article 2	According to the provisions of the Company Law and the Articles of Association, the general meeting is the highest authority of the Company. The Company shall convene the general meetings strictly in accordance with relevant provisions of the laws, administrative regulations and the Articles of Association to ensure the shareholders can exercise their rights according to the law.	According to the provisions of the Company Law and the Articles of Association, the general meeting of the Company shall be composed of all shareholders, and the general meeting is the highest authority of the Company. The Company shall convene the general meetings strictly in accordance with relevant provisions of the laws, administrative regulations and the Articles of Association to ensure the shareholders can exercise their rights according to the law.

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CHAPTER III CONVENING OF THE GENERAL MEETINGS

Article No.	Before the Amendment	After the Amendment
Article 5	The general meetings consist of annual general meetings and extraordinary general meetings. The annual general meetings shall be convened once every year and shall be held within six months from the end of the previous fiscal year. Extraordinary general meetings shall be held from time to time. An extraordinary general meeting is required to be convened within 2 months where any of the circumstances as set forth in section 100 of the Company Law for holding such a meeting occurs.	The general meetings consist of annual general meetings and extraordinary general meetings. The annual general meetings shall be convened once every year and shall be held within six months from the end of the previous fiscal year. Extraordinary general meetings shall be held from time to time. An extraordinary general meeting is required to be convened within 2 months where any of the from the date of occurrence of any of the following circumstances as set forth in section 100 of the Company Law for holding such a meeting occurs:
(I) where the number of directors is less than the number stipulated in the Company Law or two-thirds of the number prescribed in the Articles of Association;
(II) where the losses of the Company that have not been made up represent one-third of its total share capital;
(III) where such meeting is requested by shareholders individually or jointly holding more than 10% of the shares of the Company;
(IV) where such meeting is deemed necessary by the Board of Directors;
(V) where such meeting is proposed to be convened by the Audit Committee;
(VI) other circumstances specified in laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the Company's shares are listed or the Articles of Association.

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Article No.	Before the Amendment	After the Amendment
Article 6	A general meeting shall be convened by the Board of Directors in accordance with laws. The independent non-executive Directors shall have the right to propose to the Board of Directors to convene an extraordinary general meeting. In respect of any proposal for convening an extraordinary general meeting made by the independent non-executive Directors, the Board of Directors shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, provide its feedback in writing on whether or not it agrees to convene the extraordinary general meeting within 10 days upon receipt of such proposal.	A general meeting shall be convened by the Board of Directors in accordance with laws. The Board of Directors shall convene the general meeting on time within the specified period. Subject to the consent of more than half of all the independent non-executive Directors, the The independent non-executive Directors shall have the right to propose to the Board of Directors to convene an extraordinary general meeting. In respect of any proposal for convening an extraordinary general meeting made by the independent non-executive Directors, the Board of Directors shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, provide its feedback in writing on whether or not it agrees to convene the extraordinary general meeting within 10 days upon receipt of such proposal.

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CHAPTER IV NOTICE OF GENERAL MEETINGS

Article No.	Before the Amendment	After the Amendment
Article 12	The Convener shall notify all shareholders the convening of an annual general meeting by means of an announcement no later than 21 days prior to date of the meeting and shall notify all shareholders the convening of an extraordinary meeting by means of an announcement no later than 15 days prior to date of the meeting. The Company shall not include the date of the meeting in calculating the notification period. If the laws, regulations, the listing rules of the place where the Company's shares are listed and securities regulatory authorities provide otherwise, such provisions shall prevail.

Upon such announcement, it shall be deemed that all shareholders holding domestic unlisted shares and all shareholders holding overseas listed shares have received the notice of the relevant general meeting. | The Convener shall notify all shareholders the convening of an annual general meeting by means of an announcement no later than 21 days prior to date of the meeting and shall notify all shareholders the convening of an extraordinary meeting by means of an announcement no later than 15 days prior to date of the meeting. The Company shall not include the date of the meeting in calculating the notification period. The notice of the general meeting shall be given to the shareholders in a manner that abides by laws, administrative regulations, the Hong Kong Stock Exchange Listing Rules, the securities regulatory rules of the place where the Company's shares are listed and the Articles of Association. If the laws, regulations, the listing rules of the place where the Company's shares are listed and securities regulatory authorities provide otherwise, such provisions shall prevail.

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Article No.	Before the Amendment	After the Amendment
Article 13	Notices and supplementary notices of a general meeting shall fully and completely disclose all specific contents of all proposals and all necessary information or explanation required for the shareholders to make reasonable judgment on matters to be discussed. If the independent non-executive Directors are required to express their opinions on any matters to be discussed, the opinions and reasons provided by the independent non-executive Directors shall be disclosed when issuing the notice and supplemental notice of the general meeting.	Notices and supplementary notices of a general meeting shall fully and completely disclose all specific contents of all proposals and all necessary information or explanation required for the shareholders to make reasonable judgment on matters to be discussed. If the independent non-executive Directors are required to express their opinions on any matters to be discussed, the opinions and reasons provided by the independent non-executive Directors shall be disclosed when issuing the notice and supplemental notice of the general meeting.

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Article No.	Before the Amendment	After the Amendment
Article 14	If matters relating to election of Directors and Supervisors are proposed to be discussed at a general meeting, detailed information concerning the candidates for Directors and Supervisors shall be fully disclosed in the notice of the general meeting, which shall at least include the following:

(I) personal information including educational background, work experience and other positions he or she concurrently holds;

(II) whether he/she is connected with the Company or its controlling shareholders and de facto controllers;

(III) disclosure of their shareholdings in the Company;

(IV) whether he/she has been subject to any punishment by the CSRC or other relevant department or any sanction by the stock exchange;

(V) other information as required by the CSRC and the stock exchange where the shares are listed.

Unless a Director or Supervisor is elected by a cumulative voting system, each candidate for Director or Supervisor shall be proposed by an individual proposal. | If matters relating to election of Directors and Supervisors are proposed to be discussed at a general meeting, detailed information concerning the candidates for Directors and Supervisors shall be fully disclosed in the notice of the general meeting, which shall at least include the following:

(I) personal information including educational background, work experience and other positions he or she concurrently holds;

(II) whether he/she is connected with the Company or its controlling shareholders and de facto controllers;

(III) disclosure of their shareholdings in the Company;

(IV) whether he/she has been subject to any punishment by the CSRC or other relevant department or any sanction by the stock exchange;

(V) other information as required by the CSRC and the stock exchange where the shares are listed.

Unless a Director or Supervisor is elected by a cumulative voting system, each candidate for Director or Supervisor shall be proposed by an individual proposal. |

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Article No.	Before the Amendment	After the Amendment
Article 15	The notice of the general meeting shall specify the time and place of the meeting and determine the shareholding registration date. The interval between the shareholding registration date and the date of the meeting shall not be over 7 working days. Once the shareholding registration date is confirmed, it shall not be changed.	The notice of the general meeting shall specify the time and place of the meeting and determine the shareholding registration date. The interval between the shareholding registration date and the date of the meeting shall not be over 7 working days. Once the shareholding registration date is confirmed, it shall not be changed and the shareholding registration date for shareholders entitled to attend the general meeting.
Article 16	After the issuance of the notice of a general meeting, the general meetings shall not be postponed or cancelled without proper cause, and proposals listed in the notice of a general meeting shall not be cancelled. In the event that postponement or cancellation occurs, the convener shall notify the shareholders and explain the reasons thereof at least 2 working days prior to the original meeting date. If the Company postpones a general meeting, the shareholding registration date specified in the notice shall not be changed. In respect of the procedures for postponing or cancelling a general meeting, if the securities regulatory rules of the place where the Company's shares are listed specify otherwise, the provisions thereof shall prevail provided that they do not contravene the domestic regulatory requirements.	After the issuance of the notice of a general meeting, the general meetings shall not be postponed or cancelled without proper cause, and proposals listed in the notice of a general meeting shall not be cancelled. In the event that postponement or cancellation occurs, the convener shall notify the shareholders and explain the reasons thereof at least 2 working days prior to the original meeting date. If the Company postpones a general meeting, the shareholding registration date specified in the notice shall not be changed. In respect of the procedures for postponing or cancelling a general meeting, if the securities regulatory rules of the place where the Company's shares are listed specify otherwise, the provisions thereof shall prevail provided that they do not contravene the domestic regulatory requirements.

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CHAPTER V MATTERS TO BE CONSIDERED BY AND PROPOSAL OF THE GENERAL MEETINGS

Article No.	Before the Amendment	After the Amendment
Article 17	When the Company convenes a general meeting, the Board of Directors, the Supervisory Committee, and shareholders individually or jointly holding more than 1% of shares of the Company have the right to make proposals to the Company. The Company shall include all matters in the proposals that fall within the purview of the general meeting into the agenda of this meeting.

The content of the proposal should fall within the scope of the authority of a general meeting, addressing clear issues with specific resolutions, and conforming to the relevant provisions of laws, administrative regulations, and the Articles of Association. | When the Company convenes a general meeting, the Board of Directors, the Audit Committee, and shareholders individually or jointly holding more than 1% of shares of the Company have the right to make proposals to the Company. The Company shall include all matters in the proposals that fall within the purview of the general meeting into the agenda of this meeting.

The content of the proposal should fall within the scope of the authority of a general meeting, addressing clear issues with specific resolutions, and conforming to the relevant provisions of laws, administrative regulations, the securities regulatory rules of the place where the Company's shares are listed and the Articles of Association. |

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Article No.	Before the Amendment	After the Amendment
Article 18	Shareholders individually or jointly holding more than 1% of the shares of the Company may put forward an interim proposal and submit it in writing to the convener no later than 10 days prior to the date of the general meeting. The convener shall issue a supplemental notice of the general meeting within 2 days upon receipt of such proposal to announce the content of the interim proposal.

Except for the circumstances prescribed in the preceding paragraph, the convener, after issuing the notice of a general meeting, shall not modify the proposals that have already been set out in the notice of the general meeting or include any new proposals. Proposals that are not set out in the notice of a general meeting or that do not comply with the provisions of Article 17 of these Rules, shall not be voted and resolved at the general meeting. In the event that the general meeting has to be postponed due to the issuance of the supplemental notice of the general meeting in accordance with the securities regulatory rules of the place where the Company’s shares are listed, the general meeting shall be postponed in accordance with the securities regulatory rules of the place where the Company’s shares are listed. | Shareholders individually or jointly holding more than 1% of the shares of the Company may put forward an interim proposal and submit it in writing to the convener no later than 10 days prior to the date of the general meeting. The convener shall issue a supplemental notice of the general meeting within 2 days upon receipt of such proposal to announce the content of the interim proposal, and submit the same to the general meeting for consideration, unless the interim proposal violates laws, administrative regulations or the provisions of the Articles of Association, or does not fall within the scope of authority of the general meeting.

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Article No.	Before the Amendment	After the Amendment
Article 19	The list of candidates for Directors and Supervisors shall be put forward by way of a proposal by the Board of Directors or the Supervisory Committee for voting at a general meeting. If the list of candidates for Directors is proposed by way of an extraordinary proposal of shareholders in accordance with Article 53 of the Articles of Association, documents such as qualifications for office and resumes for approval and screening by the Nomination Committee of the Board of Directors shall be submitted no later than 10 working days prior to the date of the general meeting.

The cumulative voting system shall be adopted for the election of Directors and Supervisors at a general meeting in cases involving the following circumstances:

(I) The Company elects more than two independent non-executive Directors;

(II) The Company elects more than two Directors or Supervisors during the period when a single shareholder and its concert parties are interested in 30% or more of the shares.

In the event that cumulative voting is adopted for the election of Directors at the general meeting, the voting for independent non-executive Directors and that for other Directors shall be conducted separately, and the elected Directors and Supervisors shall be determined based on the number of candidates to be elected for Directors and Supervisors and according to the descending order of the number of votes they have received. If cumulative voting is not adopted for the election of Directors and Supervisors, each candidate for a Director or Supervisor shall be proposed under a separate proposal. | The list of candidates for Directors and Supervisors shall be put forward by way of a proposal by the Board of Directors or the Supervisory Committee for voting at a general meeting. If the list of candidates for Directors is proposed by way of an extraordinary proposal of shareholders in accordance with Article 53 of the Articles of Association, documents such as qualifications for office and resumes for approval and screening by the Nomination Committee of the Board of Directors shall be submitted no later than 10 working days prior to the date of the general meeting.

The cumulative voting system shall be adopted for the election of Directors and Supervisors at a general meeting in cases involving the following circumstances:

(I) The Company elects more than two independent non-executive Directors;

(II) The Company elects more than two Directors or Supervisors during the period when a single shareholder and its concert parties are interested in 30% or more of the shares.

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Article No.	Before the Amendment	After the Amendment
	The cumulative voting system referred to in the preceding paragraph means that in the election of Directors or Supervisors at a general meeting, each share shall attach the same number of voting rights as the number of Directors or Supervisors to be elected, and that the voting rights to which the shareholders are entitled may be centrally utilized. The Board of Directors shall disclose the biographical details and basic particulars of the candidates for Directors and Supervisors by way of an announcement to the shareholders.

The Board of Directors shall establish rules for the implementation of cumulative voting, which shall be submitted to the general meeting for approval.

The method and procedure for the nomination of Directors are set out below:

(I) Members of the first session of the Board of Directors shall be elected at the Company’s inaugural meeting from a list of candidates proposed by the Company’s promoters; in the selection of a new session of the Board of Directors, the list of candidates for members of the next session of the Board of Directors shall be proposed by the Nomination Committee of the previous session of the Board of Directors and submitted by way of a proposal to the general meeting for voting. | The cumulative voting system referred to in the preceding paragraph means that in the election of Directors or Supervisors at a general meeting, each share shall attach the same number of voting rights as the number of Directors or Supervisors to be elected, and that the voting rights to which the shareholders are entitled may be centrally utilized. The Board of Directors shall disclose the biographical details and basic particulars of the candidates for Directors and Supervisors by way of an announcement to the shareholders.

The Board of Directors shall establish rules for the implementation of cumulative voting, which shall be submitted to the general meeting for approval.

The method and procedure for the nomination of Directors are set out below:

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Article No.	Before the Amendment	After the Amendment
	(II) Shareholders holding or jointly holding more than 1% of the total number of outstanding voting shares of the Company shall have the right to propose new candidates for Directors in accordance with the provisions of the Company Law and the Articles of Association.

The method and procedure for the nomination of Supervisors are set out below:

Opinions shall be sought from shareholders as much as possible when nominating a Director by the Board of Directors or nominating a Supervisor by the Supervisory Committee. | (II) Shareholders holding or jointly holding more than 1% of the total number of outstanding voting shares of the Company shall have the right to propose new candidates for Directors in accordance with the provisions of the Company Law and the Articles of Association.

The method and procedure for the nomination of Supervisors are set out below:

Opinions shall be sought from shareholders as much as possible when nominating a Director by the Board of Directors or nominating a Supervisor by the Supervisory Committee. |

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Article No.	Before the Amendment	After the Amendment
Article 20	The procedure of the nomination of candidates for independent non-executive directors is as follows: The Board of Directors, the Supervisory Committee and shareholders individually or jointly holding more than 1% of the issued shares of the Company may nominate candidates for independent non-executive Directors. Persons intend to nominate an independent non-executive Director shall obtain the consent of the intended nominee therefor prior to his/her nomination. The nominator shall have full knowledge of the nominee’s general information such as profession, educational background, professional title, detailed working experience and all other posts he/she concurrently holds, and give opinion on the nominee’s qualifications and the independence required as an independent non-executive Director. The nominee shall make a public statement that he/she has no relationship with the Company that may affect his independent and objective judgment.

Before the general meeting is convened for election of independent non-executive Directors, the Board of Directors shall announce the above in accordance with the relevant requirements. | The procedure of the nomination of candidates for independent non-executive directors is as follows: The Board of Directors, the Supervisory Committee and shareholders individually or jointly holding more than 1% of the issued shares of the Company may nominate candidates for independent non-executive Directors. Persons intend to nominate an independent non-executive Director shall obtain the consent of the intended nominee therefor prior to his/her nomination. The nominator shall have full knowledge of the nominee’s general information such as profession, educational background, professional title, detailed working experience and all other posts he/she concurrently holds, and give opinion on the nominee’s qualifications and the independence required as an independent non-executive director. The nominee shall make a public statement that he/she has no relationship with the Company that may affect his independent and objective judgment.

Before the general meeting is convened for election of independent non-executive Directors, the Board of Directors shall announce the above in accordance with the relevant requirements. |

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Article No.	Before the Amendment	After the Amendment
Article 21	The Board of Directors shall provide to each shareholder (or proxy), Director, Supervisor and other senior management member attending the general meeting with documents and information on the agenda, proposals and voting in respect of the topics to be considered at such meeting, to ensure the attendees’ knowledge of the content of the matters to be considered, and making accurate judgements. Where the proposing shareholders decide to convene a general meeting by themselves, they shall present documents as required above.	The Board of Directors shall provide to each shareholder (or proxy), Director, Supervisor and other senior management member attending the general meeting with documents and information on the agenda, proposals and voting in respect of the topics to be considered at such meeting, to ensure the attendees’ knowledge of the content of the matters to be considered, and making accurate judgements. Where the proposing shareholders decide to convene a general meeting by themselves, they shall present documents and information as required above.

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CHAPTER VI ELIGIBILITY AND REGISTER OF SHAREHOLDERS ATTENDING THE GENERAL MEETINGS

Article No.	Before the Amendment	After the Amendment
Article 22	Shareholders may attend the general meeting in person or appoint proxy/proxies to attend the meeting and vote on their behalf, and the votes of the appointer and the proxy shall have equal legal effect. Each shareholder is entitled to appoint one proxy, and such proxy need not be a shareholder of the Company. If the shareholder is a corporate legal person, it may appoint one proxy to attend and vote at any general meeting of the Company, and if such corporate shareholder is present at any meeting by proxy, it shall be deemed to be present in person. A form of proxy may be executed by a duly authorized officer of the Company. The instrument appointing a proxy must be in writing under the hand of the appointer or his/her attorney authorized in writing (except for a shareholder who is a recognized clearing house (hereinafter referred to as the “recognized clearing house”) as defined in the relevant regulations under Hong Kong laws in force from time to time or as defined under the securities regulatory rules of the place where the Company’s shares are listed). For a corporate shareholder, the proxy must be affixed with the common seal or signed by its attorney duly authorized.	Shareholders may attend the general meeting in person or appoint proxy/proxies to attend the meeting and vote on their behalf, and the votes of the appointer and the proxy shall have equal legal effect. Each shareholder is entitled to appoint one proxy, and such proxy need not be a shareholder of the Company. The proxy appointed by the shareholder may, pursuant to the authorizations of the shareholder, exercise the following rights: (I) the right of the shareholder to speak at the general meeting; (II) the right to demand a poll alone or jointly with others; (III) the right to exercise voting rights by show of hands or by poll unless otherwise provided in relevant laws, administrative regulations and the Hong Kong Stock Exchange Listing Rules or other securities regulatory rules of the place where the Company’s shares are listed.

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Article No.	Before the Amendment	After the Amendment
		If the shareholder is a corporate legal person, it may appoint one proxy to attend and vote at any general meeting of the Company, and if such corporate shareholder is present at any meeting by proxy, it shall be deemed to be present in person. A form of proxy may be executed by a duly authorized officer of the Company. The instrument appointing a proxy must be in writing under the hand of the appointer or his/her attorney authorized in writing (except for a shareholder who is a recognized clearing house (hereinafter referred to as the “recognized clearing house”) as defined in the relevant regulations under Hong Kong laws in force from time to time or as defined under the securities regulatory rules of the place where the Company’s shares are listed). For a corporate shareholder, the proxy must be affixed with the common seal or signed by its attorney duly authorized.

... |

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Article No.	Before the Amendment	After the Amendment
Article 24	The form of proxy issued by shareholders to authorize others to attend the general meeting shall contain the following contents:

(I) the name of the proxy;

(II) whether the proxy has voting right;

(III) instructions to vote for, against, or abstain from voting respectively in respect of each of the matters on the agenda to be considered at the general meeting;

(IV) date of issue and validity period of the form of proxy;

(V) signature (or seal) of the appointer, if the appointer is a corporate shareholder, such form of proxy shall be affixed with the official seal of the corporate entity. | The form of proxy issued by shareholders to authorize others to attend the general meeting shall contain the following contents:

(I) the name of the proxy the name of the appointer, and the class and number of the Company’s shares held by such appointer;

(II) whether the name of the proxy has voting right;

(III) the specific instructions of the shareholder, including the instructions to vote for, against, or abstain from voting respectively in respect of each of the matters on the agenda to be considered at the general meeting;

(IV) date of issue and validity period of the form of proxy;

(V) signature (or seal) of the appointer, if the appointer is a corporate shareholder, such form of proxy shall be affixed with the official seal of the corporate entity. |

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CHAPTER VII CONVENING OF MEETINGS

Article No.	Before the Amendment	After the Amendment
Article 28	The venue for holding a general meeting of the Company shall be the domicile of the Company or other places specified in the notice of such meeting. A venue shall be set up for a general meeting to be convened by means of physical meeting. The Company shall also provide means to enable online voting to facilitate shareholders' participation in the general meetings. Shareholders attending the general meetings by the aforesaid means shall be deemed as present. The Company shall include the time and procedures for voting online or by other means in the notice of a general meeting.	The venue for holding a general meeting of the Company shall be the domicile of the Company or other places specified in the notice of such meeting. A venue shall be set up for a general meeting to be convened by means of physical meeting. The Company shall also provide means to enable online voting to facilitate shareholders' participation in the general meetings, enabling the shareholders to virtually attend by utilizing technology and vote by electronic means. Shareholders attending the general meetings by the aforesaid means shall be deemed as present. The Company shall include the time and procedures for voting online or by other means in the notice of a general meeting.
Article 31	When a general meeting is held, all the Directors, Supervisors and secretary to the Board of Directors of the Company shall attend the meeting, and the general manager and other senior management shall also be present at the meeting as non-voting attendees. Subject to compliance with the securities regulatory rules of the place where the shares of the Company are listed, the aforementioned persons may attend the meeting as voting or non-voting attendees through internet, video, telephone or other means with similar effects.	When a general meeting is held, all the Directors, Supervisors and secretary to the Board of Directors of the Company shall attend the meeting, and the general manager and other senior management shall also be present at the meeting as non-voting attendees. Subject to compliance with the securities regulatory rules of the place where the shares of the Company are listed, the aforementioned persons may attend the meeting as voting or non-voting attendees through internet, video, telephone or other means with similar effects. If the general meeting requires Directors and senior management to attend the meeting, the Directors and senior management shall attend and answer inquiries from shareholders.

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CHAPTER VIII ATTENDANCE OF MEETINGS

Article No.	Before the Amendment	After the Amendment
Article 32	The Company shall be responsible for preparing the register of meeting for recording attendance at the meeting. The register of meeting shall record, among other things, the name of the attending person (or entity), identity card number, domicile, the number of shares held with voting rights or representing voting rights, and the name of the appointer (or entity).	The Company shall be responsible for preparing the register of meeting for recording attendance at the meeting. The register of meeting shall record, among other things, the name of the attending person (or entity), identity card number, domicile, the number of shares held with voting rights or representing voting rights, and the name of the appointer (or entity).

CHAPTER IX PROCEDURES FOR PROCEEDINGS AND VOTING AT THE GENERAL MEETINGS

Article No.	Before the Amendment	After the Amendment
Article 35	A general meeting convened by the Supervisory Committee on its own initiative shall be chaired by the Chairman of the Supervisory Committee. In the event that the Chairman of the Supervisory Committee is unable to or fails to perform his/her duties, a Supervisor jointly elected by more than half of the Supervisors shall chair the meeting. If no presider of the meeting has been so elected by the Supervisors, the attending Shareholders shall jointly elect a Shareholder to preside over the meeting. If for any reason, the Shareholders are unable to elect a Shareholder to preside over the meeting, the attending Shareholder (or its proxy) holding the largest number of voting shares shall preside over the meeting.	A general meeting convened by the Supervisory-Audit Committee on its own initiative shall be chaired by the Chairman—convener of the Supervisory-Audit Committee. In the event that the Chairman convener of the Supervisory-Audit Committee is unable to or fails to perform his/her duties, a Supervisor member of the Audit Committee jointly elected by more than half of the Supervisors—members of the Audit Committee shall chair the meeting. If no presider of the meeting has been so elected by the Supervisors-Audit Committee, the attending Shareholders shall jointly elect a Shareholder to preside over the meeting. If for any reason, the Shareholders are unable to elect a Shareholder to preside over the meeting, the attending Shareholder (or its proxy) holding the largest number of voting shares shall preside over the meeting.

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Article No.	Before the Amendment	After the Amendment
Article 37	When convening a general meeting, if the chairman of the meeting breaches the procedural rules causing the general meeting unable to proceed, with the consent of more than half of the shareholders with voting rights attending the general meeting, the general meeting may nominate a person to act as the chairman of the meeting to continue such meeting.	When convening a general meeting, if the chairman of the meeting breaches the procedural rules causing the general meeting unable to proceed, with the consent of more than half of the shareholders with voting rights attending the general meeting, the general meeting may nominate a person to act as the chairman of the meeting to continue such meeting.
Article 41	At the annual general meeting, the Board of Directors and the Supervisory Committee shall report their work in the previous year to the general meeting. Each independent non-executive Director shall also make his/her work report.	At the annual general meeting, the Board of Directors and the Supervisory Committee shall report their work in the previous year to the general meeting. Each independent non-executive Director shall also make his/her work report.
Article 42	Shareholders may make inquiries and recommendations as to the content of the resolutions. The attending Directors and Supervisors or senior management shall reply or provide explanations to such inquiries and recommendations raised by the Shareholders. Under any of the following circumstances, the convener may refuse to address such inquiries but shall specify the reasons to the inquirer:

(I) inquiries not relating to issues;

(II) inquiries subject to investigation;

(III) involving the Company’s business secrets that shall not be disclosed at the general meeting;

(IV) response to the inquiry will significantly damage the common interests of the Shareholders;

(V) other important reasons. | Shareholders may make inquiries and recommendations as to the content of the resolutions. The attending Directors and Supervisors or senior management shall reply or provide explanations to such inquiries and recommendations raised by the Shareholders. Under any of the following circumstances, the convener may refuse to address such inquiries but shall specify the reasons to the inquirer:

(I) inquiries not relating to issues;

(II) inquiries subject to investigation;

(III) involving the Company’s business secrets that shall not be disclosed at the general meeting;

(IV) response to the inquiry will significantly damage the common interests of the Shareholders;

(V) other important reasons. |

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Article No.	Before the Amendment	After the Amendment
Article 44	The withdrawal and voting procedures for connected shareholders are as follows:

(I) If any matter to be considered at the general meeting has connected relationship with a shareholder, the shareholder shall disclose the connected relationship to the Board of Directors of the Company before the date of convening the general meeting;

(II) When the relevant connected transaction is considered at the general meeting, the chairman of the meeting shall announce the shareholder with connected relationship, and shall explain and describe the connection between the connected shareholder and the connected transaction;

(III) The chairman of the meeting shall announce the withdrawal of the connected shareholder, and the non-connected shareholders will vote on the connected transaction. | The withdrawal and voting procedures for connected shareholders are as follows:

(III) The chairman of the meeting shall announce the withdrawal of the connected shareholder, and the non-connected shareholders will vote on the connected transaction. shall abide by relevant national laws, regulations, the Hong Kong Stock Exchange Listing Rules and the regulatory requirements of the securities regulatory authorities of the place where the Company’s shares are listed. |
| Original Article 46 | When the general meeting deliberates on major matters affecting the interests of minority investors, the votes of minority investors shall be counted separately. The results of separate vote counting shall be publicly disclosed in a timely manner. | (Deleted in its entirety) |

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Article No.	Before the Amendment	After the Amendment
Article 48	For the proposal of electing a Director or Supervisor to be considered at the general meeting, voting shall be made on each Director and Supervisor candidate. When the proposal to re-elect a Director and Supervisor is passed, the new Director or Supervisor shall take office from the date on which the relevant resolution is passed at the general meeting.	For the proposal of electing a Director or Supervisor to be considered at the general meeting, voting shall be made on each Director and Supervisor-candidate. When the proposal to re-elect a Director and Supervisor is passed, the new Director or Supervisor shall take office from the date on which the relevant resolution is passed at the general meeting.
Article 49	When a single shareholder of the Company and its concert parties are interested in 30% or more of the shares, the general meeting shall adopt the cumulative voting system for the election of more than two Directors or Supervisors. For resolutions other than the election of Directors and Supervisors, the cumulative voting system is not applicable.

The cumulative voting system referred to in the preceding paragraph means that in the election of Directors or Supervisors at a general meeting, each share shall attach the same number of voting rights as the number of Directors or Supervisors to be elected, and that the voting rights to which the shareholders are entitled may be centrally utilized. The Board of Directors shall inform the shareholders the biographical details and basic particulars of the candidates for Directors and Supervisors. | When a single shareholder of the Company and its concert parties are interested in 30% or more of the shares, the general meeting shall adopt the cumulative voting system for the election of more than two Directors or Supervisors. For resolutions other than the election of Directors and Supervisors, the cumulative voting system is not applicable.

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Article No.	Before the Amendment	After the Amendment
Article 52	Before voting on a proposal at a general meeting, two Shareholder representatives shall be recommended and elected as vote counters and scrutinizers. If the matter under consideration is related to the Shareholders, the relevant Shareholders and their proxies shall not be the vote counters and scrutinizers. When voting on a proposal at a general meeting, Shareholder representatives and Supervisor representatives shall be jointly responsible for vote counting and scrutinizing. Shareholders of the Company or their proxies who cast their votes online or by other means shall have the right to check the results of their votes by way of the pertinent voting system.	Before-When voting on a proposal at a general meeting, two Shareholder representatives shall be recommended and elected as vote counters and scrutinizers. If the matter under consideration is related to the Shareholders, the relevant Shareholders and their proxies shall not be the vote counters and scrutinizers. When voting on a proposal at a general meeting, Shareholder representatives and Supervisor representatives the vote counters and scrutinizers shall be jointly responsible for vote counting and scrutinizing. Shareholders of the Company or their proxies who cast their votes online or by other means shall have the right to check the results of their votes by way of the pertinent voting system.
Article 53	Shareholders attending a general meeting shall express one of the following opinions on the proposals submitted for voting: for, against, or abstain from voting; except for securities registration and clearing institutions, serving as the nominal holders of stocks traded in the stock markets of the Mainland and Hong Kong under the stock connect mechanism, which make declarations according to the intention of the actual holders.
...	Shareholders attending a general meeting shall express one of the following opinions on the proposals submitted for voting: for, against, or abstain from voting; except for securities registration and clearing institutions, serving as the nominal holders of stocks traded in the stock markets of the Mainland and Hong Kong under the stock connect mechanism, or recognized clearing houses, as defined in the relevant regulations in force from time to time under the laws of Hong Kong, or their agents, serving as the nominal holders, which make declarations according to the intention of the actual holders.
...

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Article No.	Before the Amendment	After the Amendment
Article 55	The closing time of the on-site general meeting shall not be earlier than online or other ways. The chairman of the meeting shall announce the voting and results of every resolution, and announce whether the resolutions have been passed based on the voting results. Before the official announcement of poll results, the Company, vote counters and scrutinizers, major shareholders and other relevant parties involved in the general meeting shall have an obligation to keep the voting situation confidential.	The closing time of the on-site general meeting shall not be earlier than online or other ways. The chairman of the meeting shall announce the voting and results of every resolution, and announce whether the resolutions have been passed based on the voting results. Before the official announcement of poll results, the Company, vote counters and scrutinizers, major shareholders, network service providers and other relevant parties involved in the general meeting shall have an obligation to keep the voting situation confidential.

CHAPTER X RESOLUTIONS AT GENERAL MEETINGS

Article No.	Before the Amendment	After the Amendment
Article 61	The resolutions of a general meeting shall be announced in a timely manner, and the announcement shall clearly set out the number of shareholders and proxies attending the meeting, the total number of voting shares held and the proportion to the total number of voting shares of the Company, the voting method, the poll results of each proposal, and details of each resolution passed. For any proposal that fails to be passed, or any amendment that has been made at the current general meeting to any resolution passed at the previous general meeting, a special reminder shall be given in the announcement of the resolutions of the general meeting.	The resolutions of a general meeting shall be announced in a timely manner, and the announcement shall clearly set out the number of shareholders and proxies attending the meeting, the total number of voting shares held and the proportion to the total number of voting shares of the Company, the voting method, the poll results of each proposal, and details of each resolution passed. For any proposal that fails to be passed, or any amendment that has been made at the current general meeting to any resolution passed at the previous general meeting, a special reminder shall be given in the announcement of the resolutions of the general meeting.

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CHAPTER XII IMPLEMENTATION OF RESOLUTIONS

OF GENERAL MEETINGS

Article No.	Before the Amendment	After the Amendment
Article 63	If the content of a resolution of the Company’s general meeting violates the laws or administrative regulations, such resolution shall be invalidated.

If the procedures for convening, or the method of voting at, a general meeting violate laws, administrative regulations or the Articles of Association, or the content of a resolution violates the provisions of the Articles of Association, shareholders may shall have the right to petition the people’s court to revoke the resolution within 60 days from the date of the adoption of such resolution. However, except that there are only minor defects in the convening procedures or voting method of a general meeting, which do not materially affect the resolution. |
| Article 65 | If a proposal for the election of a Director or Supervisor is passed at a general meeting, the new Director or Supervisor shall take office from the date on which the relevant resolution is passed at the general meeting. | If a proposal for the election of a Director or Supervisor is passed at a general meeting, the new Director or Supervisor shall take office from the date on which the relevant resolution is passed at the general meeting. Where it is otherwise provided under the Articles of Association or by the securities regulatory authorities of the place where the Company’s shares are listed, such provisions shall prevail. |

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CHAPTER XIII SUPPLEMENTARY PROVISIONS

Article No.	Before the Amendment	After the Amendment
Article 72	These Rules, an appendix to the Articles of Association of InnoScience (Suzhou) Technology Holding Co., Ltd., has been formulated by the Board of Directors, which, upon approval by resolution at the general meeting of the Company, became effective and came into effect on the date on which the issuance of H Shares by the Company was filed with the CSRC and such H Shares were listed for trading on the Hong Kong Stock Exchange.	These Rules, an appendix to the Articles of Association of InnoScience (Suzhou) Technology Holding Co., Ltd., has been formulated by the Board of Directors, which, upon approval by resolution at the general meeting of the Company, became effective and came into effect on the date on which the issuance of H Shares by the Company was filed with the CSRC and such H Shares were listed for trading on the Hong Kong Stock Exchange it is approved by resolution at the general meeting of the Company.

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APPENDIX IV

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS

(1) Due to addition or deletions of articles, the serial number of relevant articles and cross references to the Rules of Procedure for Board Meetings have been adjusted accordingly without separate presentation.

(2) In accordance with the Proposed Amendments, all references to “general meeting of shareholders” have been amended as “general meeting”. Such amendments are not presented on an article-by-article basis as they do not involve substantial changes.

(3) As the Guidelines for the Articles of Association of Listed Companies (2025 Revision) (《上市公司章程指引》(2025年修訂)) have deleted the provisions relating to the supervisory committee and supervisors of listed companies and clarified companies shall stipulate in their articles of association that the board of directors shall set up an audit committee to exercise the statutory powers and functions of the supervisory committee, therefore, the corresponding references to “Supervisory Committee” and “Supervisors” in these Rules of Procedure have been amended as “Audit Committee” and “members of the Audit Committee” respectively or the relevant repealed provisions have been deleted. Such amendments are not presented on an article-by-article basis as they are extensive.

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APPENDIX IV

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS

CHAPTER I GENERAL PROVISIONS

Article No.	Before the Amendment	After the Amendment
Article 1	These Rules are formulated in accordance with the provisions of the Company Law of the People's Republic of China (2023 Revision) (《中華人民共和國公司法 (2023修訂)》）(the “Company Law”), the Securities Law of the People's Republic of China (《中華人民共和國證券法》) (the “Securities Law”), Trial Administrative Measures for Overseas Issuance and Listing of Securities by Domestic Enterprises (《境內企業境外發行證券和上市管理試行辦法》) (the “Trial Administrative Measures”), the Guidelines for the Articles of Association of Listed Companies (《上市公司章程指引》), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange Listing Rules”), the Articles of Association of InnoScience (Suzhou) Technology Holding Co., Ltd. (the “Articles of Association”) and other provisions of the relevant laws and regulations and based on the actual situation of InnoScience (Suzhou) Technology Holding Co., Ltd. (the “Company”) for the purpose of further standardising the discussion methods and decision-making procedures of the Company to promote the Board of Directors to effectively perform their duties and responsibilities, and improve the level of compliant operation and scientific decision-making of the Board of Directors. The Board of Directors is the executive organ exercising the power of operation management and decision-making, and is accountable to, and reports its work, to the general meeting of shareholders. These Rules shall be binding on all Directors, the secretary to the Board of Directors, Supervisors attending the Board meetings and other relevant persons of the Company.	These rules are formulated in accordance with the provisions of the Company Law of the People's Republic of China (2023 Revision) (《中華人民共和國公司法 (2023修訂》) (the “Company Law”), the Securities Law of the People's Republic of China (《中華人民共和國證券法》) (the “Securities Law”), Trial Administrative Measures for Overseas Issuance and Listing of Securities by Domestic Enterprises (《境內企業境外發行證券和上市管理試行辦法》) (the “Trial Administrative Measures”), the Guidelines for the Articles of Association of Listed Companies (《上市公司章程指引》), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange Listing Rules”), the Articles of Association of InnoScience (Suzhou) Technology Holding Co., Ltd. (the “Articles of Association”) and other provisions of the relevant laws and regulations and based on the actual situation of InnoScience (Suzhou) Technology Holding Co., Ltd. (the “Company”) for the purpose of further standardising the discussion methods and decision-making procedures of the Company to promote the Board of Directors to effectively perform their duties and responsibilities, and improve the level of compliant operation and scientific decision-making of the Board of Directors. The Board of Directors is the executive organ exercising the power of operation management and decision-making, and is accountable to, and reports its work, to the general meeting. These rules shall be binding on all Directors, the secretary to the Board of Directors, Supervisors attending the Board meetings and other relevant persons of the Company.

APPENDIX IV

COMPARISON TABLE OF AMENDMENTS TO

THE RULES OF PROCEDURE FOR BOARD MEETINGS

CHAPTER II COMPOSITION AND SCOPE OF AUTHORITY OF THE BOARD OF DIRECTORS

Article No.	Before the Amendment	After the Amendment
Article 3	The Directors of the Company comprise executive Directors, non-executive Directors and independent non-executive Directors. A non-executive Director refers to a Director who does not hold any operation management position in the Company, and an independent non-executive Director refers to the person who complies with the requirements set out in Article 103 of the Articles of Association. Directors shall have the qualifications for office as required by laws, administrative regulations and rules. A Director of the Company shall be a natural person and shall not serve as a Director of the Company under any of the following circumstances:

(I) He/she has no or limited capacity for civil conduct;

(II) He/she is sentenced to a criminal penalty for corruption, bribery, embezzlement, misappropriation of property, or disrupting the order of the socialist market economy, and the execution period has not expired for more than 5 years, or, in the case of being deprived of political rights for a crime, the execution period has not expired for more than 5 years;

(III) He/she serves as a director, a factory manager or president of a company or enterprise in bankruptcy or liquidation and is personally liable for the bankruptcy of the company or enterprise, and it has not been more than 3 years since the date of completion of the bankruptcy or liquidation of the company or enterprise; | The Directors of the Company comprise executive Directors, non-executive Directors and independent non-executive Directors. A non-executive Director refers to a Director who does not hold any operation management position in the Company, and an independent non-executive Director refers to the person who complies with the requirements set out in Article 103 of the Articles of Association. Directors shall have the qualifications for office as required by laws, administrative regulations and rules. A Director of the Company shall be a natural person and shall not serve as a Director of the Company under any of the following circumstances:

(I) He/she has no or limited capacity for civil conduct;

APPENDIX IV

COMPARISON TABLE OF AMENDMENTS TO

THE RULES OF PROCEDURE FOR BOARD MEETINGS

Article No.	Before the Amendment	After the Amendment
	(IV) He/she is the legal representative of a company or enterprise whose business license has been revoked and which has been ordered to close down due to the violation of laws, and he/she is personally liable therefor, and it has not been more than 3 years since the date when the business license of the company or enterprise was revoked;	(IV) He/she is the legal representative of a company or enterprise whose business license has been revoked and which has been ordered to close down due to the violation of laws, and he/she is personally liable therefor, and it has not been more than 3 years since the date when the business license of the company or enterprise was revoked;
	(V) The individual is listed as dishonest person subject to execution by the People’s Court due to his/her failure to settle a relatively large amount of debts before the due date;	(V) The individual is listed as dishonest person subject to execution by the People’s Court due to his/her failure to settle a relatively large amount of debts before the due date;
	(VI) He/she has been imposed measures by the China Securities Regulatory Commission to prohibit entry into the securities market and the prohibition period has not expired;	(VI) He/she has been imposed measures by the China Securities Regulatory Commission to prohibit entry into the securities market and the prohibition period has not expired;
	(VII) Other circumstances as specified in laws, administrative regulations, the securities regulatory rules of the place where the Company’s shares are listed or departmental rules.	(VII) He/she is recognised as unsuitable to serve as a director or senior management member of listed companies in accordance with securities regulatory rules of the place where the Company’s shares are listed for a period which has not yet expired;
	If the election or appointment of Directors violates the provisions of this Article, such election, appointment or engagement shall be null and void. If a Director falls under any of the circumstances described in this Article during his/her term of office, the Board of Directors shall put forward the general meeting a proposal for the removal of the Director from office in accordance with the procedures stipulated in the Articles of Association.	(VIII) Other circumstances as specified in laws, administrative regulations, the securities regulatory rules of the place where the Company’s shares are listed or departmental rules.
		If the election or appointment of Directors violates the provisions of this Article, such election, appointment or engagement shall be null and void. If a Director falls under any of the circumstances described in this Article during his/her term of office, the Company shall remove him/her from his/her position and cease his/her performance of duties the Board of Directors shall put forward the general meeting a proposal for the removal of the Director from office in accordance with the procedures stipulated in the Articles of Association.

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APPENDIX IV

COMPARISON TABLE OF AMENDMENTS TO

THE RULES OF PROCEDURE FOR BOARD MEETINGS

Article No.	Before the Amendment	After the Amendment
Article 6	The Board of Directors exercises the following powers:

(I) convene a shareholders’ meeting and report work to the shareholders’ meeting;

(II) implement the resolutions of the shareholders’ meeting;

(III) determine the Company’s business plan and investment plan;

(IV) formulate the Company’s profit distribution plan and loss compensation plan;

(V) formulate plans for the Company to increase or reduce its registered capital, issue bonds or other securities and for the listing;

(VI) formulate plans for the Company’s major acquisitions, the Company’s acquisition of the Company’s shares due to items (1) and (2) of Article 24 of the Articles of Association, or merger, division, dissolution and change of form of the Company;

(VII) on the premise of complying with the securities regulatory rules of the place where the Company’s shares are listed, decide the Company’s acquisition of the Company’s shares under the circumstances stipulated in items (3), (5) and (6) of Article 24 of the Articles of Association; | The Board of Directors exercises the following powers:

(I) convene a general meeting and report work to the general meeting;

(II) implement the resolutions of the general meeting;

(III) determine the Company’s business plan and investment plan;

(IV) formulate the Company’s profit distribution plan and loss compensation plan;

(V) formulate plans for the Company to increase or reduce its registered capital, issue bonds or other securities and for the listing;

(VI) formulate plans for the Company’s major acquisitions, the Company’s acquisition of the Company’s shares due to items (1) and (2) of Article 245 of the Articles of Association, or merger, division, dissolution and change of form of the Company;

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APPENDIX IV

COMPARISON TABLE OF AMENDMENTS TO

THE RULES OF PROCEDURE FOR BOARD MEETINGS

Article No.	Before the Amendment	After the Amendment
	(VIII) decide that the Company will purchase or sell major assets (including but not limited to land, buildings, equipment, production lines, and equity), but if the cumulative amount of the Company’s purchase and sale of major assets (including but not limited to land, buildings, equipment, production lines, equity) within one year exceeds 30% of the Company’s latest audited total assets, it must be reported to the shareholders’ meeting for review;

(IX) decide on major external investments (including but not limited to the establishment of new companies or branches), but if the cumulative amount of the Company’s external investments within one year (including but not limited to the establishment of new companies or branches) exceeds 30% of the Company’s latest audited total assets, it must be reported to the shareholders’ meeting for review;

(X) decide on major entrusted financial management, but if the cumulative amount of the Company’s entrusted financial management within one year exceeds 30% of the Company’s latest audited total assets, it must be reported to the shareholders’ meeting for review;

(XI) decide on the establishment of the Company’s internal management agencies and branches; | (VIII) decide that the Company will purchase or sell major assets (including but not limited to land, buildings, equipment, production lines, and equity), conduct asset pledge, external guarantee, connected transactions, external donations and other matters within the scope of authority of the general meetings, but if the cumulative amount of the Company’s purchase and sale of major assets (including but not limited to land, buildings, equipment, production lines, equity) within one year exceeds 30% of the Company’s latest audited total assets and the provision of external guarantee is required to be considered and approved by the general meeting in accordance with the provision of Article 46 of the Articles of Association, it must be reported to the general meeting for review;

(XI) decide on the establishment of the Company’s internal management agencies and branches; |

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APPENDIX IV

COMPARISON TABLE OF AMENDMENTS TO

THE RULES OF PROCEDURE FOR BOARD MEETINGS

Article No.	Before the Amendment	After the Amendment
	(XII) decide on the appointment or dismissal of the Company’s general manager, secretary to the Board of Directors and other senior management personnel, and determine their remuneration, rewards and punishments; decide on the appointment or dismissal of the Company’s deputy general manager, financial controller and other senior management personnel based on the nomination of the general manager and decide on their remuneration and rewards and punishments;	(XII) decide on the appointment or dismissal of the Company’s general manager, secretary to the Board of Directors and other senior management personnel, and determine their remuneration, rewards and punishments; decide on the appointment or dismissal of the Company’s deputy general manager, financial controller and other senior management personnel based on the nomination of the general manager and decide on their remuneration and rewards and punishments;
	(XIII) formulate and modify the Company’s basic management system;	(XIII) formulate and modify the Company’s basic management system;
	(XIV) formulate a plan to amend the Articles of Association;	(XIV) formulate a plan to amend the Articles of Association;
	(XV) manage the Company’s information disclosure matters;	(XV) manage the Company’s information disclosure matters;
	(XVI) propose to the shareholders’ meeting to hire or change the accounting firm to audit the Company;	(XVI) propose to the general meeting to hire or change the accounting firm to audit the Company;
	(XVII) listen to the work report of the manager of the Company and inspect the work of the manager;	(XVII) listen to the work report of the manager of the Company and inspect the work of the manager;
	(XVIII) laws, administrative regulations, departmental rules, securities regulatory rules of the place where the Company’s shares are listed, or other powers granted by the Articles of Association.	(XVIII) laws, administrative regulations, departmental rules, securities regulatory rules of the place where the Company’s shares are listed, or other powers granted by the Articles of Association.
		Matters beyond the scope of authority of the general meeting shall be submitted to the general meeting for consideration.

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APPENDIX IV

COMPARISON TABLE OF AMENDMENTS TO

THE RULES OF PROCEDURE FOR BOARD MEETINGS

Article No.	Before the Amendment	After the Amendment
Article 7	The Board of Directors shall establish strict review and decision-making procedures by setting the scope of authority for conducting foreign investment, purchase and sale of assets, asset pledge, external guarantee, related party transactions and external donations. Material investment projects shall be examined by relevant experts and professionals as arranged by the Board of Directors, and shall be submitted to the general meeting for approval.	The Board of Directors shall establish strict review and decision-making procedures by setting the scope of authority for conducting foreign investment, purchase and sale of assets, asset pledge, external guarantee, related-party-connected transactions and external donations, etc. Material investment projects shall be examined by relevant experts and professionals as arranged by the Board of Directors, and shall be submitted to the general meeting for approval.

CHAPTER III CONVENING AND HOLDING OF BOARD MEETINGS

Article No.	Before the Amendment	After the Amendment
Article 14	The chairman of the Board of Directors shall convene and preside over a Board meeting within 10 days after receiving the proposal.

The methods of notification for the extraordinary Board meeting of the Board of Directors are: telephone notification and written notification (including personal delivery, mail, fax, and email). The notification time limit is: to notify all directors 3 days prior to the meeting. In the event of emergency, with the unanimous consent of all directors, the convening of an extraordinary Board meeting may not be subject to the aforementioned notification time limit, but this shall be recorded in the board minutes and signed by all participating directors. The first meeting after the re-election of the Board of Directors may be held on the day of re-election, and the time of the meeting is not restricted by the above-mentioned notification method and notification time. | The chairman of the Board of Directors shall convene and preside over a Board meeting within 10 days after receiving the proposal.

The methods of notification for the extraordinary Board meeting of the Board of Directors are: telephone notification and/or written notification (including personal delivery, mail, fax, and email). The notification time limit is: to notify all directors 3 days prior to the meeting. In the event of emergency, with the unanimous consent of all directors, the convening of an extraordinary Board meeting may not be subject to the aforementioned notification time limit, but this shall be recorded in the board minutes and signed by all participating directors. The first meeting after the re-election of the Board of Directors may be held on the day of re-election, and the time of the meeting is not restricted by the above-mentioned notification method and notification time. |

APPENDIX IV

COMPARISON TABLE OF AMENDMENTS TO

THE RULES OF PROCEDURE FOR BOARD MEETINGS

Article No.	Before the Amendment	After the Amendment
Article 25	The chairman of a Board meeting shall invite the Directors attending the meeting to clearly express their opinions on the proposals.

For proposals subject to prior approval by the independent non-executive Directors as required, the chairman of the meeting shall designate one of the independent non-executive Directors to read the written consent reached by the independent non-executive Directors prior to the discussion of the relevant proposal.

The chairman of the meeting shall prevent any Director disrupting the normal proceeding of the meeting or affecting the speeches of other Directors in a timely manner.

...

The Company’s general manager, financial controller, secretary to the Board of Directors, deputy general managers and other senior management recognized by the Company’s Board of Directors are the Company’s senior management. Directors may be employed concurrently as general managers, financial controllers or other senior management personnel. | The chairman of a Board meeting shall invite the Directors attending the meeting to clearly express their opinions on the proposals.

For proposals subject to prior consent by the independent non-executive Directors as required, the chairman of the meeting shall designate one of the independent non-executive Directors to read the written approval reached by the independent non-executive Directors prior to the discussion of the relevant proposal.

The chairman of the meeting shall prevent any Director disrupting the normal proceeding of the meeting or affecting the speeches of other Directors in a timely manner.

– 153 –

APPENDIX IV

COMPARISON TABLE OF AMENDMENTS TO

THE RULES OF PROCEDURE FOR BOARD MEETINGS

Article No.	Before the Amendment	After the Amendment
Article 37	……
The Directors shall be liable for the resolutions of the Board of Directors. If a resolution of the Board of Directors violates the laws, administrative regulations or the Articles of Association and causes serious damage to the Company, the Directors participating in the resolution shall be liable to compensate the Company. However, a Director may be released from such liability if it is proved that he/she has expressed dissent to the resolution in the voting thereof, and that such objection has been recorded in the minutes of the meeting. Directors who have abstained from voting or did not attend nor appoint a proxy to attend such meeting shall not be released from such liability; and Directors who has expressed their dissent during discussion but has not expressly voted against the resolution shall also not be released from such liability.	……
The Directors shall be liable for the resolutions of the Board of Directors. Where a Director causes damage to others in the performance of his/her duties for the Company, the Company will be liable for compensation. A Director shall also be liable for compensation if he/she is found to have conducted intentional misconduct or gross negligence. A Director shall be liable for compensation as regards the damage caused to the Company if he/she violates the provisions of laws, administrative regulations, departmental rules and regulations, or the Articles of Association in the performance of his/her duties for the Company. If a resolution of the Board of Directors violates the laws, administrative regulations or the Articles of Association and causes serious damage to the Company, the Directors participating in the resolution shall be liable to compensate the Company. However, a Director may be released from such liability if it is proved that he/she has expressed dissent to the resolution in the voting thereof, and that such objection has been recorded in the minutes of the meeting. Directors who have abstained from voting or did not attend nor appoint a proxy to attend such meeting shall not be released from such liability; and Directors who has expressed their dissent during discussion but has not expressly voted against the resolution shall also not be released from such liability.

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APPENDIX IV

COMPARISON TABLE OF AMENDMENTS TO

THE RULES OF PROCEDURE FOR BOARD MEETINGS

Article No.	Before the Amendment	After the Amendment
Article 39	Archives of Board meetings, including notices of meeting, meeting materials, attendance book, power of attorney for attendance by proxy, voice recording of meeting, ballots, meeting minutes signed by the attending Directors for confirmation, meeting summaries, resolution records, etc., shall be kept by the secretary to the Board of Directors.

Archives of Board meetings shall be kept for at least ten years. | Archives of Board meetings, including notices of meeting, meeting materials, attendance book, power of attorney for attendance by proxy, voice recording of meeting, ballots, meeting minutes signed by the attending Directors for confirmation, meeting summaries, resolution records, etc., shall be kept by the secretary to the Board of Directors.

Archives Minutes of Board meetings shall be kept for at least ten years. |

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APPENDIX IV

COMPARISON TABLE OF AMENDMENTS TO

THE RULES OF PROCEDURE FOR BOARD MEETINGS

CHAPTER VI SUPPLEMENTARY PROVISIONS

Article No.	Before the Amendment	After the Amendment
Article 42	The Company shall amend these Rules under any of the following circumstances:

(i) After the amendment of the Company Law or relevant laws, administrative regulations, securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association, the matters stipulated in these Rules are in conflict with the provisions of the amended laws, administrative regulations, securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association;

(ii) It is decided at a general meeting of shareholders to amend these Rules.

These Rules, as an appendix to the Articles of Association of InnoScience (Suzhou) Technology Holding Co., Ltd., have been formulated by the Board of Directors and passed by way of a resolution at the general meeting of the Company, and shall take effect and be implemented from the date on which the issuance of the overseas-listed foreign shares of the Company has been filed with the China Securities Regulatory Commission and are listed and traded on The Stock Exchange of Hong Kong Limited. | The Company shall amend these Rules under any of the following circumstances:

(ii) It is decided at a general meeting to of shareholders amend these Rules.

NOTICE OF EXTRAORDINARY GENERAL MEETING

Innoscience 英诺赛科

InnoScience (Suzhou) Technology Holding Co., Ltd.

英諾賽科(蘇州)科技股份有限公司

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

(Stock Code: 2577)

Notice of Extraordinary General Meeting

NOTICE IS HEREBY GIVEN THAT the 2025 first extraordinary general meeting (the "EGM") of InnoScience (Suzhou) Technology Holding Co., Ltd. (the "Company") will be held at 4:00 p.m. on Wednesday, July 9, 2025 at Conference Room, 9/F, R&D Building, No. 98 Xinli Road, Beishe, Lili Town, Wujiang District, Suzhou, Jiangsu Province, PRC for the purpose of considering and, if thought fit, passing the following resolutions:

Special Resolutions

To consider and approve the resolution on the proposed adoption of the 2025 Share Award Plan;
To consider and approve the resolution on the proposed amendments to the Articles of Association and cancellation of the Supervisory Committee;

Ordinary Resolutions

To consider and approve the resolution on the proposed amendments to the Rules of Procedure for General Meetings;
To consider and approve the resolution on the proposed amendments to the Rules of Procedure for Board Meetings.

By order of the board of directors

InnoScience (Suzhou) Technology Holding Co., Ltd.

Dr. Weiwei Luo

Chairperson and Executive Director

Hong Kong, June 19, 2025

As at the date of this notice, the Board comprises Dr. Weiwei Luo, Mr. Jay Hyung Son, Dr. Wu Jingang and Mr. Zhong Shan as executive directors; Dr. Wang Can, Ms. Zhang Yanhong and Ms. Cui Mizi as non-executive directors; and Mr. Wong Hin Wing, MH, JP, Dr. Yi Jiming, Dr. Yang, Simon Shi-Ning and Dr. Chan, Philip Ching Ho as independent non-executive directors.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

In accordance with the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Listing Rules"), all resolutions at the EGM will be voted on by poll (except where the Chairperson decides to allow a resolution on a procedural or administrative matter to be voted on by a show of hands). Poll results will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
Any member of the Company entitled to attend and vote at the EGM shall be entitled to appoint more than one proxy to attend and vote on his behalf. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares to which each proxy relates shall be stated in the relevant proxy form. Every member present in person or by proxy shall have one vote for every share held by him.
In order to be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited 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 24 hours before the time appointed for holding the EGM (or any adjournment thereof), that is, not later than 4:00 p.m. on Tuesday, July 8, 2025. After completing and returning the proxy form, a shareholder of the Company may still attend and vote in person at the EGM, in which case the instrument appointing a proxy will be deemed to be revoked.
For the purpose of determining the identity of the holders of H Shares entitled to attend and vote at the EGM, the register of members of the Company will be closed from Friday, July 4, 2025 to Wednesday, July 9, 2025 (both days inclusive), during which period no transfer of H Shares will be registered. In order to be eligible to attend and vote at the EGM, holders of unregistered H Shares of the Company must ensure that all transfers accompanied by the relevant share certificates must be lodged with 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. (Hong Kong time) on Thursday, July 3, 2025, being the closing date for registration.
All times and dates referred to in this notice are Hong Kong time and dates.
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AI assistant

InnoScience (Suzhou) Technology Holding Co., Ltd. — Proxy Solicitation & Information Statement 2025

50685_rns_2025-06-19_a3301cea-151d-4533-9962-b3f064132f04.pdf

Innoscience 英诺赛科

InnoScience (Suzhou) Technology Holding Co., Ltd.

1. INTRODUCTION

2. PROPOSED ADOPTION OF THE 2025 SHARE AWARD PLAN

(1) Purpose of the 2025 Share Award Plan

(2) Validity Period

(3) Source of Funds

(4) Source of Shares

(5) Plan Mandate Limit

(6) Eligible Participants

(7) Administration of the 2025 Share Award Plan

(8) Award of Shares

Grant Date Limit

Purchase Price of Awarded Shares

(9) Vesting of the Awarded Shares

Vesting Schedule

Vesting Conditions

(10) Rights and Interests of Awarded Shares

(11) Grant to any Director, Chief Executive or Substantial Shareholder of the Company, or any of his/her/its Respective Associates

(12) Voting Rights of H Shares in Shares Pool

(13) Lapse of Awards and Returned Shares

(14) Alteration or Termination of the 2025 Share Award Plan

(15) Cancellation of Awards Granted

Proposed Authorization to the Board to Handle Matters Related to the 2025 Share Award Plan

Existing Share Incentive Scheme of the Company

Documents on Display

Listing Rules Implications

3. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND CANCELLATION OF THE SUPERVISORY COMMITTEE

4. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS

5. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS

6. NOTICE OF EXTRAORDINARY GENERAL MEETING

7. RECOMMENDATION

8. RESPONSIBILITY STATEMENT

InnoScience (Suzhou) Technology Holding Co., Ltd.

RULES OF THE 2025 SHARE AWARD PLAN

1. DEFINITIONS

3. AWARD OF SHARES

4. POOL OF AWARDED SHARES

5. PURCHASE PRICE OF AWARDED SHARES

6. VESTING OF THE AWARDED SHARES

6.3 During the Vesting Period:

7. LAPSE OF AWARDS AND RETURNED SHARES

8. PLAN LIMIT

9. VOTING RIGHTS OF SHARES IN SHARES POOL AND SELECTED PARTICIPANTS HAVING NO RIGHTS

10. DISPUTES

11. ALTERATION OF THESE RULES OF THIS PLAN

12. TERMINATION

13. CANCELLATION OF AWARDS GRANTED

14. MISCELLANEOUS

15. CONDITIONS

16. GOVERNING LAW

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

CHAPTER III SHARES

CHAPTER IV SHAREHOLDERS AND GENERAL MEETINGS

CHAPTER V DIRECTORS AND BOARD OF DIRECTORS

CHAPTER VI GENERAL MANAGER AND OTHER

SENIOR MANAGEMENT OFFICERS

ORIGINAL CHAPTER VII SUPERVISORY COMMITTEE

CHAPTER VII FINANCIAL ACCOUNTING SYSTEM, PROFIT DISTRIBUTION AND AUDIT

CHAPTER VIII NOTICE AND ANNOUNCEMENT

CHAPTER IX MERGER, DIVISION, CAPITAL INCREASE, CAPITAL REDUCTION, DISSOLUTION AND LIQUIDATION

CHAPTER X AMENDMENTS TO THE ARTICLES OF ASSOCIATION

CHAPTER XI SUPPLEMENTARY PROVISIONS

COMPARISON TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS

CHAPTER I GENERAL PROVISIONS

CHAPTER II THE NATURE, POWER AND FUNCTIONS OF

THE GENERAL MEETINGS

CHAPTER III CONVENING OF THE GENERAL MEETINGS

CHAPTER IV NOTICE OF GENERAL MEETINGS

CHAPTER V MATTERS TO BE CONSIDERED BY AND PROPOSAL OF THE GENERAL MEETINGS

CHAPTER VI ELIGIBILITY AND REGISTER OF SHAREHOLDERS ATTENDING THE GENERAL MEETINGS

CHAPTER VII CONVENING OF MEETINGS

CHAPTER VIII ATTENDANCE OF MEETINGS

CHAPTER IX PROCEDURES FOR PROCEEDINGS AND VOTING AT THE GENERAL MEETINGS

CHAPTER XII IMPLEMENTATION OF RESOLUTIONS

OF GENERAL MEETINGS

CHAPTER XIII SUPPLEMENTARY PROVISIONS

InnoScience (Suzhou) Technology Holding Co., Ltd. Proxy Solicitation & Information Statement 2025