Jiangsu Recbio Technology Co., Ltd. - Proxy Solicitation & Information Statement 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about this circular, you should consult your stockbroker, other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

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

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

This circular appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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Jiangsu Recbio Technology Co., Ltd. 江蘇瑞科生物技術股份有限公司

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

(Stock code: 2179)

APPLICATION FOR “FULL CIRCULATION” OF UNLISTED SHARES OF THE COMPANY

AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS AND ITS DELEGATED PERSONS TO DEAL WITH MATTERS RELATED TO THE APPLICATION FOR “FULL CIRCULATION” OF UNLISTED SHARES OF THE COMPANY CHANGE OF REGISTERED ADDRESS OF THE COMPANY AMENDMENTS TO THE ARTICLES OF ASSOCIATION AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETING NOTICE OF THE EXTRAORDINARY GENERAL MEETING AND NOTICE OF THE H SHARE CLASS MEETING

Jiangsu Recbio Technology Co., Ltd. will convene the EGM at 10:00 a.m. on Monday, August 15, 2022 and H Share Class Meeting immediately after the conclusion or adjournment of the EGM and the Class Meeting for Holders of Domestic Shares and Unlisted Foreign Shares (whichever is later) at Conference Room, 3/F, Building G29, Standard Plant, China Medical City Phase 6, Medical High-tech District, Taizhou City, Jiangsu Province, the PRC. The notices of the EGM and H Share Class Meeting are set out on pages 61 to 66 of this circular. The forms of proxy for use at the EGM and H Share Class Meeting are also enclosed herein. Such forms of proxy are also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (www.recbio.cn).

Shareholders who intend to appoint a proxy to attend the EGM and/or H Share Class Meeting shall complete and return the enclosed form(s) of proxy in accordance with the instructions printed thereon to the Company’s headquarters and registered office in the PRC (for holders of Domestic Shares and Unlisted Foreign Shares) or H Share Registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares) not less than 24 hours before the time fixed for holding the EGM and H Share Class Meeting (i.e. not later than 10:00 a.m. on Sunday, August 14, 2022) or any adjournment thereof (as the case may be). Completion and return of the form(s) of proxy will not preclude Shareholders from attending and voting in person at the EGM and/or H Share Class Meeting or any adjournment thereof if they so wish.

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

July 29, 2022

CONTENTS

	Page
PRECAUTIONARY MEASURES FOR THE EGM AND CLASS GENERAL
MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I THE H SHARE FULL CIRCULATION PLAN. . . . . . . . . . . .	10
APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS
TO THE ARTICLES OF ASSOCIATION . . . . . . . . . . . . . .	18
APPENDIX III COMPARATIVE TABLE OF THE AMENDMENTS
TO THE RULES OF PROCEDURE OF THE
GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	53
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . .	61
NOTICE OF H SHARE CLASS MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	64

– i –

PRECAUTIONARY MEASURES FOR THE EGM AND CLASS GENERAL MEETING

In view of the ongoing COVID-19 pandemic and in line with the Taizhou Municipal Government’s directive on recent prevention and control of COVID-19, the Company will implement the following precautionary measures at the general meeting and class general meeting to protect the attendees of general meeting and class general meeting from the risk of infection:

(1) All Shareholders that attend the meeting on-site should contact the Office of the Board of the Company no later than two days before the convening of the general meeting and class general meeting (i.e. before 10:00 a.m. on Saturday, August 13, 2022), and complete the declaration of personal health information, including their basic personal information, epidemiological history screening, health monitoring condition, and vaccination status. In order to protect the health of the attendees, Shareholders who have not completed the declaration within the aforesaid time, or have travelled to medium- to high-risk areas in recent 14 days, or do not meet the pandemic prevention requirements will not be able to enter the venue of the general meeting and class general meeting.
(2) Upon arrival at the meeting venue on the day of the general meeting and class general meeting, all Shareholders that attend the meeting on-site should cooperate with the implementation of the epidemic prevention and control requirements such as registration for meeting attendance, health information query and confirmation, and temperature detection, and strictly abide by the epidemic prevention regulations of local government. All attendees should wear a mask at all times during the meeting and keep necessary distance according to the meeting arrangement.

Shareholders attending the general meeting and class general meeting on-site should abide by the latest epidemic prevention policy prescribed by the Taizhou Municipal Government. To the extent permitted under the applicable laws, the Company reserves the right to deny entry into the venue of the general meeting and class general meeting or require any person to leave the venue of the general meeting and class general meeting in order to ensure the safety of the attendees at the general meeting and class general meeting.

In the interests of health and safety for all relevant personnel of the general meeting and class general meeting and in response to the requirements of recent prevention and control of COVID-19 prescribed by the Taizhou Municipal Government, Shareholders are reminded that physical attendance in person at the general meeting and/or class general meeting is not necessary for the purpose of exercising voting rights, and are strongly encouraged to appoint the chairman of the general meeting and/or class general meeting as proxy to attend and vote on the resolutions at the general meeting and/or class general meeting by completing the form(s) of proxy in accordance with the instructions printed thereon instead of attending the general meeting and/or class general meeting or any adjourned meeting(s) in person.

– ii –

DEFINITIONS

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

“Articles of Association”

the articles of association of Jiangsu Recbio Technology Co., Ltd., as amended, supplemented or otherwise modified from time to time

“Board of Directors” or “Board”
the board of Directors of the Company
“China” or “PRC”

the People’s Republic of China, for the purpose of this circular and for geographical reference only and except where the context requires, references to “China” and the “PRC” in this circular do not include Hong Kong of the PRC, the Macao Special Administrative Region of the PRC, and Taiwan region

“Class Meeting for Holders of Domestic Shares and Unlisted Foreign Shares”

the 2022 first class meeting for holders of Domestic Shares and Unlisted Foreign Shares of the Company to be held immediately after the conclusion or adjournment of the EGM (whichever is later) on Monday, August 15, 2022

“Company”

Jiangsu Recbio Technology Co., Ltd. (江蘇瑞科生物技術股份有限公司), a joint stock company incorporated in the PRC with limited liability on May 25, 2021, the H Shares of which are listed on the Main Board of the Stock Exchange (stock code: 2179)

“Conversion and Listing”

upon obtaining all relevant approvals (including approvals from the CSRC and the Stock Exchange) and having complied with all applicable laws, rules and regulations, such Domestic Shares shall be converted into H Shares and the Company will apply to the Stock Exchange for the listing of, and permission to deal in, such H Shares on the Main Board

“CSRC”

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

“Director(s)”

the director(s) of the Company

– 1 –

DEFINITIONS

“Domestic Share(s)”
ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is(are) subscribed for and paid up in Renminbi by domestic investors
“EGM” the 2022 first extraordinary general meeting of the Company to be held at 10:00 a.m. on Monday, August 15, 2022
“H Share(s)” overseas listed foreign share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is(are) listed on the Stock Exchange and traded in Hong Kong Dollars
“H Share Class Meeting” the 2022 first class meeting for holders of H Shares of the Company to be held immediately after the conclusion or adjournment of the EGM and the Class Meeting for Holders of Domestic Shares and Unlisted Foreign Shares (whichever is later) on Monday, August 15, 2022
“H Share Full Circulation”
the application proposed by the Company for the partial conversion of unlisted Shares into H Shares and the listing and circulation of such Shares on the Main Board of the Stock Exchange
“H Share Registrar” Computershare Hong Kong Investor Services Limited
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Hong Kong Dollars” Hong Kong dollars, the lawful currency of Hong Kong
“Listing Rules”
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time
“PRC Company Law” the Company Law of the People’s Republic of China
“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC
“Share(s)”
share(s) in the share capital of the Company with a nominal value of RMB1.00 each, comprising Domestic Share(s), Unlisted Foreign Share(s) and H Share(s)

– 2 –

DEFINITIONS

“Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Unlisted Foreign Share(s)” ordinary share(s) issued by the Company with a nominal value of RMB1.00 each and is(are) held by foreign investors and not listed on any stock exchange

– 3 –

LETTER FROM THE BOARD

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Jiangsu Recbio Technology Co., Ltd. 江蘇瑞科生物技術股份有限公司

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

(Stock code: 2179)

Executive Directors Dr. LIU Yong (劉勇) (Chairman and General Manager) Dr. CHEN Jianping (陳健平) Mr. LI Bu (李布)

Non-Executive Directors Dr. HONG Kunxue (洪坤學) Dr. ZHOU Hongbin (周宏斌) Mr. ZHAO Hui (趙輝) Dr. DU Wei (杜威) Dr. FENG Tao (逢濤)

Independent Non-Executive Directors Mr. LIANG Guodong (梁國棟) Dr. XIA Lijun (夏立軍) Prof. GAO Feng Prof. YUEN Ming Fai (袁銘輝)

Headquarters and Registered Office in the PRC Room A217, Vaccine Engineering Centre China Medical City Taizhou City Jiangsu Province PRC

Principal Place of Business in Hong Kong 40th Floor, Dah Sing Financial Centre No. 248 Queen’s Road East Wanchai Hong Kong

To the Shareholders

Dear Sir or Madam,

APPLICATION FOR “FULL CIRCULATION” OF UNLISTED SHARES OF THE COMPANY AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS AND ITS DELEGATED PERSONS TO DEAL WITH MATTERS RELATED TO THE APPLICATION FOR “FULL CIRCULATION” OF UNLISTED SHARES OF THE COMPANY CHANGE OF REGISTERED ADDRESS OF THE COMPANY AMENDMENTS TO THE ARTICLES OF ASSOCIATION AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETING NOTICE OF THE EXTRAORDINARY GENERAL MEETING AND NOTICE OF THE H SHARE CLASS MEETING

I. INTRODUCTION

The purpose of this circular is to provide you with the notices of the EGM and H Share Class Meeting and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM and H Share Class Meeting.

– 4 –

LETTER FROM THE BOARD

At the EGM, the following resolutions will be proposed to consider, and (if thought fit) approve:

resolution on the application for “full circulation” of unlisted Shares of the Company;
resolution on the authorization granted to the Board of Directors and its delegated persons to deal with matters related to the application for “full circulation” of unlisted Shares of the Company;
resolution on the change of registered address of the Company;
resolution on the amendments to the Articles of Association; and
resolution on the amendments to the Rules of Procedure of the General Meeting.

At the H Share Class Meeting, the following resolutions will be proposed to consider, and (if thought fit) approve:

resolution on the application for “full circulation” of unlisted Shares of the Company; and
resolution on the authorization granted to the Board of Directors and its delegated persons to deal with matters related to the application for “full circulation” of unlisted Shares of the Company.

In order to enable you to have a better understanding of the resolutions to be proposed at the EGM and H Share Class Meeting and to make an informed decision in the circumstances where sufficient and necessary information are available, we have provided detailed information in this circular to the Shareholders.

II. MATTERS TO BE CONSIDERED AT THE EGM AND H SHARE CLASS MEETING

1. Resolution on the application for “full circulation” of unlisted Shares of the Company

Reference is made to the announcement of the Company dated June 30, 2022, in relation to (among others) the H Share Full Circulation plan considered by the Board of the Company.

As at the date of this circular, the Company has not applied to the CSRC for the H Share Full Circulation and details of the implementation plan of the H Share Full Circulation and the Conversion and Listing have not been finalized. The Company will make further announcement(s) on the progress of the H Share Full Circulation and the Conversion and Listing in accordance with the Inside Information Provision under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and/or the requirements of the Listing Rules.

– 5 –

LETTER FROM THE BOARD

The H Share Full Circulation and the Conversion and Listing are subject to other relevant procedures as required by the CSRC, the Stock Exchange and other domestic and overseas regulatory authorities. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

A special resolution will be proposed at the EGM and H Share Class Meeting to consider and approve the resolution on the application for “full circulation” of unlisted Shares of the Company, the full text of the H Share Full Circulation plan is set out in the Appendix I to this circular.

2. Resolution on the authorization granted to the Board of Directors and its delegated persons to deal with matters related to the application for “full circulation” of unlisted Shares of the Company

A special resolution will be proposed at the EGM and the H Share Class Meeting to consider and approve the resolution on the authorization granted to the Board of Directors and its delegated persons to deal with matters related to the application for “full circulation” of unlisted Shares of the Company.

The Shareholders who applied for the “full circulation” of unlisted Shares have agreed to authorize the Company (and the Company may further authorize the Board or its delegated persons) to apply to the CSRC, the Stock Exchange and other relevant regulatory authorities for the H Share Full Circulation, and be responsible for handling matters relating to the H Share Full Circulation.

It is proposed at the EGM and the H Share Class Meeting to authorize the Board and its delegated persons (unless otherwise authorized by the Board, such delegated persons shall be the chairman of the Board and the secretary to the Board) to handle all matters relating to the H Share Full Circulation at their sole discretion. The specific scope of authorization includes but is not limited to:

(1) adjusting the specific plan for the H Share Full Circulation in accordance with the implementation rules, new regulations, guidance opinions, national policies formulated by the competent authorities and the review opinions or requirements of the relevant regulatory authorities on the matters relating to the H Share Full Circulation on the basis of the full circulation plan determined by the Company;
(2) dealing with the reporting matters in relation to the H Share Full Circulation, including but not limited to preparing, producing, amending, signing, supplementing, submitting, reporting, implementing and announcing the relevant reporting documents and other legal documents in relation to the H Share Full Circulation in accordance with the requirements of the relevant regulatory authorities, and signing, amending, supplementing, submitting, reporting and implementing various legal documents in relation to the H Share Full Circulation on behalf of the Shareholders;

– 6 –

LETTER FROM THE BOARD

(3) being responsible for obtaining and handling all the matters in relation to all approvals and permits from the CSRC, the Stock Exchange and/or any other relevant domestic and overseas authorities for the H Share Full Circulation, handling the cross-border transfer registration and overseas centralized custody for the unlisted Shares, foreign exchange registration and listing on the Main Board of the Stock Exchange in accordance with the relevant laws and regulations and the authorized/approved plan;
(4) amending the Articles of Association based on the H Share Full Circulation;
(5) taking all necessary actions on behalf of the Shareholders, to the extent permitted by laws and regulations and the Articles of Association, and based on the authorization of the Shareholders, to determine and handle all other matters relating to the application for the H Share Full Circulation.

3. Resolution on the change of registered address of the Company

Reference is made to the announcement of the Company dated June 30, 2022, in relation to (among others) the proposed change of registered address of the Company.

Pursuant to the requirements of the PRC Company Law, the Administrative Regulations of the People’s Republic of China on Company Registration, relevant laws and regulations, regulatory documents and the Articles of Association, in order to adapt to the development needs of the Company, the registered address of the Company is proposed to be changed from “Room A217, Vaccine Engineering Center, China Medical City, Taizhou City (泰州市中國醫藥城疫苗工程中心A217室)” to “No. 888 Yaocheng Avenue, Medical High-tech District, Taizhou City (泰州市醫藥高新區藥城大道888號)”. The specific changes are subject to the registration with the market supervision and administration department.

An ordinary resolution will be proposed at the EGM to consider and approve the change of registered address of the Company.

4. Resolution on the amendments to the Articles of Association

Reference is made to the announcement of the Company dated June 30, 2022, in relation to (among others) the proposed amendments to the Articles of Association.

Pursuant to the PRC Company Law, the regulatory rules of the CSRC and the Stock Exchange and other relevant laws, regulations, regulatory documents and the Articles of Association, and in light of the change of domicile of the Company and other operational and management needs, the Company proposes to make certain amendments to the Articles of Association.

A special resolution will be proposed at the EGM to consider and approve the amendments to the Articles of Association. The comparative table of the amendments to the Articles of Association is set out in the Appendix II to this circular.

– 7 –

LETTER FROM THE BOARD

5. Resolution on the amendments to the Rules of Procedure of the General Meeting

A special resolution will be proposed at the EGM to consider and approve the amendments to the Rules of Procedure of the General Meeting. The comparative table of the amendments to the Rules of Procedure of the General Meeting is set out in the Appendix III to this circular.

III. THE EGM, CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES AND UNLISTED FOREIGN SHARES AND H SHARE CLASS MEETING

The EGM, Class Meeting for Holders of Domestic Shares and Unlisted Foreign Shares and H Share Class Meeting will be held at 10:00 a.m. on Monday, August 15, 2022, immediately after the conclusion or adjournment of the EGM (whichever is later) and immediately after the conclusion or adjournment of the EGM and the Class Meeting for Holders of Domestic Shares and Unlisted Foreign Shares (whichever is later) at Conference Room, 3/F, Building G29, Standard Plant, China Medical City Phase 6, Medical High-tech District, Taizhou City, Jiangsu Province, the PRC by the Company. Notices convening the EGM and H Share Class Meeting are set out on pages 61 to 66 of this circular and published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (www.recbio.cn).

IV. CLOSURE OF REGISTER OF MEMBERS OF H SHARES

The register of members of H Shares of the Company will be closed from Saturday, July 16, 2022 to Monday, August 15, 2022, both days inclusive, during which period no transfer of H Shares will be registered. To be eligible to attend and vote at the EGM and H Share Class Meeting, unregistered Shareholders shall ensure all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, July 15, 2022 for registration.

V. PROXY ARRANGEMENT

The forms of proxy of the EGM and H Share Class Meeting are enclosed and published on the websites of the Stock Exchange and the Company.

If you intend to appoint a proxy to attend the EGM and H Share Class Meeting, you are required to complete and return the accompanying forms of proxy in accordance with the instructions printed thereon. For holders of H Shares, the forms of proxy should be returned to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong; for holders of Domestic Shares and Unlisted Foreign Shares, the forms of proxy should be delivered in person or by mail to the Company’s headquarters and registered office in the PRC at Room A217, Vaccine Engineering Centre, China Medical City, Taizhou City, Jiangsu Province, the PRC, not less than 24 hours before the time fixed for holding the EGM and H Share Class Meeting (i.e. not later than 10:00 a.m. on Sunday, August 14, 2022) or any adjourned meeting thereof. Completion and return of the forms of proxy will not preclude you from attending and voting in person at the EGM, Class Meeting for Holders of Domestic Shares and Unlisted Foreign Shares and H Share Class Meeting or at any adjourned meeting should you so wish.

– 8 –

LETTER FROM THE BOARD

VI. VOTING BY POLL

In accordance with Rule 13.39(4) of the Listing Rules, any vote of Shareholders at the general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company shall publish the poll results announcement in the manner prescribed under Rule 13.39(5) of the Listing Rules. Accordingly, the chairman of the EGM and H Share Class Meeting will exercise his/her power under the Articles of Association to demand a poll in relation to all the proposed resolutions at the EGM and H Share Class Meeting.

To the best of the Directors’ knowledge, information and belief, none of the Shareholders are required to abstain from voting on the above resolutions at the EGM and H Share Class Meeting.

VII. RECOMMENDATION

The Board considers that all the resolutions proposed at the EGM and H Share Class Meeting are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favor of these proposed resolutions at the EGM and H Share Class Meeting.

VIII. RESPONSIBILITY STATEMENT

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

By order of the Board Jiangsu Recbio Technology Co., Ltd. Dr. LIU Yong Chairman

Jiangsu Province, the PRC July 29, 2022

– 9 –

THE H SHARE FULL CIRCULATION PLAN

APPENDIX I

Details of the plan of H Share Full Circulation are as follows:

1. Scope of shares that can be applied for conversion into H shares

All domestic shares and unlisted foreign shares of the Company.

2. The intention of the application for the H Share Full Circulation

As at June 20, 2022, the total share capital of the Company is 482,963,000 shares, the total number of H shares is 93,640,120 shares, accounting for 19.39% of the total share capital; the total number of unlisted shares is 389,322,880 shares, accounting for 80.61% of the total share capital.

After communication with all shareholders holding unlisted shares of the Company, as at June 20, 2022, the number of shares intended for the application for the H Share Full Circulation is 222,498,569 shares, accounting for 57.15% of all unlisted shares and 46.07% of the total share capital of the Company. Upon the completion of the H Share Full Circulation, the total number of H shares of the Company shall become 316,138,689 shares, accounting for 65.46% of the total share capital of the Company. Among the intention to apply for the H Share Full Circulation, all the 222,498,569 shares to be applied for the H Share Full Circulation are domestic shares, and no unlisted foreign share is involved in the application for the H Share Full Circulation.

Details of the intention of each of the holders of unlisted shares to apply for the H Share Full Circulation are as follows:

(1) Holders of the unlisted shares participating in the application for the H Share Full Circulation

					Number of
					shares	Percentage
			Number of	Shareholding	proposed	of full
			unlisted	percentage of	for full	circulation
		Class of	shares	unlisted	circulation	in unlisted
No.	Name of shareholder	share	(share)	shares	(share)	shares held
1	LIU Yong	Domestic	258,590	0.05%	64,647	25.00%
		shares
2	Taizhou Yuangong Technology	Domestic	82,863,620	17.16%	20,715,905	25.00%
	Partnership (Limited Partnership)	shares

– 10 –

THE H SHARE FULL CIRCULATION PLAN

APPENDIX I

					Number of
					shares	Percentage
			Number of	Shareholding	proposed	of full
			unlisted	percentage of	for full	circulation
		Class of	shares	unlisted	circulation	in unlisted
No.	Name of shareholder	share	(share)	shares	(share)	shares held
3	Lianyungang Ruibaitai	Domestic	10,769,230	2.23%	2,692,307	25.00%
	Pharmaceutical Technology	shares
	Partnership (L.P.)
4	Taizhou Baibei Biology	Domestic	1,525,000	0.32%	381,250	25.00%
	Technology Partnership (Limited	shares
	Partnership)
5	Taizhou Guquan Biology	Domestic	1,525,000	0.32%	381,250	25.00%
	Technology Partnership (Limited	shares
	Partnership)
6	Beijing Junlian Shengyuan Equity	Domestic	28,339,420	5.87%	21,254,565	75.00%
	Investment Enterprise (Limited	shares
	Partnership)
7	Zhuhai Junlian Yongshuo Equity	Domestic	13,521,600	2.80%	10,141,200	75.00%
	Investment Enterprise (Limited	shares
	Partnership)
8	Shanghai Chaorui Medical	Domestic	37,390,030	7.74%	29,912,024	80.00%
	Technology Partnership (Limited	shares
	Partnership)
9	Shenzhen Fuhai Xincai Phase II	Domestic	15,946,630	3.30%	15,946,630	100.00%
	Venture Capital Investment Fund	shares
	Partnership (Limited Partnership)
10	Shenzhen Fuhai Juanyong II	Domestic	10,904,040	2.26%	5,452,020	50.00%
	Venture Capital Enterprise	shares
	(Limited Partnership)
11	Shenzhen Fuhai Juanyong III	Domestic	2,076,920	0.43%	1,038,460	50.00%
	Venture Capital Enterprise	shares
	(Limited Partnership)

– 11 –

THE H SHARE FULL CIRCULATION PLAN

APPENDIX I

					Number of
					shares	Percentage
			Number of	Shareholding	proposed	of full
			unlisted	percentage of	for full	circulation
		Class of	shares	unlisted	circulation	in unlisted
No.	Name of shareholder	share	(share)	shares	(share)	shares held
12	Shenzhen Qianhai Kekong Fuhai	Domestic	1,982,550	0.41%	991,275	50.00%
	Youxuan Venture Capital	shares
	Investment Partnership (Limited
	Partnership)
13	Shenzhen Fuhai Youxuan II High	Domestic	1,384,620	0.29%	692,310	50.00%
	Technology Venture Capital	shares
	Investment Partnership (Limited
	Partnership)
14	Shenzhen Nanshan OFC Small and	Domestic	991,280	0.21%	495,640	50.00%
	Medium Venture Capital	shares
	Investment Fund Partnership
	(Limited Partnership)
15	Shenzhen Yingkejin Investment	Domestic	13,576,180	2.81%	9,050,787	66.67%
	Management Partnership	shares
	(Limited Partnership)
16	Liuyang Woyang Health Industry	Domestic	6,245,040	1.29%	4,163,360	66.67%
	Investment Partnership (Limited	shares
	Partnership)
17	Changsha Woyang Phase II Health	Domestic	6,093,860	1.26%	4,062,573	66.67%
	Industry Investment Partnership	shares
	(Limited Partnership)
18	Shenzhen Luewei Investment	Domestic	1,288,660	0.27%	859,107	66.67%
	Management Partnership	shares
	(Limited Partnership)
19	Shenzhen Sequoia Hanchen Equity	Domestic	13,442,500	2.78%	4,480,000	33.33%
	Investment Partnership (Limited	shares
	Partnership)
20	Nanjing Zhaoyin Modern Industry	Domestic	20,446,160	4.23%	20,446,160	100.00%
	No. II Equity Investment Fund	shares
	(Limited Partnership)

– 12 –

THE H SHARE FULL CIRCULATION PLAN

APPENDIX I

					Number of
					shares	Percentage
			Number of	Shareholding	proposed	of full
			unlisted	percentage of	for full	circulation
		Class of	shares	unlisted	circulation	in unlisted
No.	Name of shareholder	share	(share)	shares	(share)	shares held
21	Nanjing Zhenyuan III Equity	Domestic	2,273,080	0.47%	2,273,080	100.00%
	Investment Partnership (Limited	shares
	Partnership)
22	Shenzhen Zhaoyin Gongying	Domestic	374,960	0.08%	374,960	100.00%
	Equity Investment Partnership	shares
	(Limited Partnership)
23	Nanjing Zhaoyin Gongying Equity	Domestic	188,460	0.04%	188,460	100.00%
	Investment Partnership (Limited	shares
	Partnership)
24	Ningbo Meishan Bonded Port	Domestic	7,937,780	1.64%	5,291,853	66.67%
	Areas Haojin Zhitong Equity	shares
	Investment Partnership (Limited
	Partnership)
25	Ganzhou Haojin Zhiyuan Equity	Domestic	6,494,840	1.34%	4,329,893	66.67%
	Investment Center (Limited	shares
	Partnership)
26	Taizhou Xinchuanlv Enterprise	Domestic	1,069,100	0.22%	1,069,100	100.00%
	Management Partnership	shares
	(Limited Partnership)
27	Jiangsu Jiequan Zhongwei Tengyun	Domestic	9,050,790	1.87%	9,050,790	100.00%
	Medical Health Industry Fund	shares
	(Limited Partnership)
28	Jiangsu Zhongwei Tengyun Venture	Domestic	1,000,000	0.21%	1,000,000	100.00%
	Capital Management Co., Ltd.	shares
29	Xiangfeng (Xiamen) Investment	Domestic	8,530,220	1.77%	8,530,220	100.00%
	Partnership (Limited Partnership)	shares

– 13 –

THE H SHARE FULL CIRCULATION PLAN

APPENDIX I

					Number of
					shares	Percentage
			Number of	Shareholding	proposed	of full
			unlisted	percentage of	for full	circulation
		Class of	shares	unlisted	circulation	in unlisted
No.	Name of shareholder	share	(share)	shares	(share)	shares held
30	Taizhou China Pharmaceutical City	Domestic	7,757,820	1.61%	3,878,910	50.00%
	Class I New Drug R&D	shares
	Investment Fund Partnership
	(Limited Partnership)
31	Nanjing Tsingsong Medical Health	Domestic	3,516,650	0.73%	1,758,325	50.00%
	Industry Investment Partnership	shares
	(Limited Partnership)
32	Shenzhen Tsingsong Chengtou	Domestic	2,766,650	0.57%	1,383,325	50.00%
	Investment Partnership (Limited	shares
	Partnership)
33	LIU Hongyan	Domestic	1,794,040	0.37%	1,435,232	80.00%
		shares
34	Nanjing Xinrui Technology	Domestic	1,281,460	0.27%	1,025,168	80.00%
	Partnership (Limited Partnership)	shares
35	ZHAO Jiayi	Domestic	1,281,460	0.27%	1,025,168	80.00%
		shares
36	Wuhan Chengyelian Equity	Domestic	5,551,150	1.15%	3,000,000	54.04%
	Investment Enterprise (Limited	shares
	Partnership)
37	Suzhou Industrial Park Xinjianyuan	Domestic	5,533,310	1.15%	5,533,310	100.00%
	Phase III Venture Capital	shares
	Partnership (Limited Partnership)
38	Guangdong Yifang Tengda Equity	Domestic	2,500,000	0.52%	1,250,000	50.00%
	Investment Partnership (Limited	shares
	Partnership)
39	Yifang Huida Venture Capital	Domestic	2,500,000	0.52%	1,250,000	50.00%
	(Guangdong) Investment	shares
	Partnership (Limited Partnership)

– 14 –

THE H SHARE FULL CIRCULATION PLAN

APPENDIX I

					Number of
					shares	Percentage
			Number of	Shareholding	proposed	of full
			unlisted	percentage of	for full	circulation
		Class of	shares	unlisted	circulation	in unlisted
No.	Name of shareholder	share	(share)	shares	(share)	shares held
40	Haitong Innovation Securities	Domestic	4,956,380	1.03%	4,956,380	100.00%
	Investment Co., Ltd.	shares
41	Ma An Shan Lingnuo Jishi Equity	Domestic	2,973,830	0.62%	2,973,830	100.00%
	Investment Partnership (Limited	shares
	Partnership)
42	YUN Ruilin	Domestic	2,585,940	0.54%	2,585,940	100.00%
		shares
43	Suzhou Ruishi Nisheng Equity	Domestic	2,213,320	0.46%	1,113,320	50.30%
	Investment Center (Limited	shares
	Partnership)
44	Jiangsu Taizhou Guangkong	Domestic	1,982,550	0.41%	991,275	50.00%
	Industry Investment Partnership	shares
	(Limited Partnership)
45	WO Jiuhua	Domestic	1,939,460	0.40%	1,939,460	100.00%
		shares
46	Shanghai Jinru Culture	Domestic	1,069,100	0.22%	1,069,100	100.00%
	Development Co., Ltd.	shares
	Total	–	359,693,280	74.48%	222,498,569	–

– 15 –

THE H SHARE FULL CIRCULATION PLAN

APPENDIX I

(2) Holders of unlisted shares not participating in the application for the H Share Full Circulation

						Number of	Number of
							shares	Percentage
				Number of	Shareholding	proposed		of full
				unlisted	percentage of	for full		circulation
		Class of		shares	unlisted	circulation		in unlisted
No.	Name of shareholder	share		(share)	shares	(share)		shares held
1	Shanghai Jiyue Enterprise	Domestic		8,318,800	1.72%		0	0.00%
	Management Partnership		shares
	(Limited Partnership)
2	Shanghai Jixuan Enterprise	Domestic		8,029,340	1.66%		0	0.00%
	Management Consulting		shares
	Partnership (Limited Partnership)
3	Springleaf Investments Pte. Ltd.	Unlisted		12,000,000	2.48%		0	0.00%
			foreign
			shares
4	Hongxun ABZYMO Nantong	Domestic		1,281,460	0.27%		0	0.00%
	Equity Investment Center		shares
	(Limited Partnership)
	Total	–		29,629,600	6.13%		0	–

The number of H shares to be applied for conversion under the H Share Full Circulation shall be adjusted accordingly upon the occurrence of events including bonus issue and the conversion of capital reserve to share capital of the Company prior to the completion of the share conversion.

3. Completion time of the H Share Full Circulation

The Company will complete the H Share Full Circulation as and when appropriate within the validity period of the approval documents obtained from the CSRC in relation to the H Share Full Circulation and within 12 months after the passing of the relevant resolution(s) of the H Share Full Circulation at the class meetings and the general meeting.

– 16 –

THE H SHARE FULL CIRCULATION PLAN

APPENDIX I

4. Conditions for the H Share Full Circulation

The H Share Full Circulation is subject to the fulfilment of the following conditions precedent:

(1) the approval of the proposed full circulation of relevant class of shares having been obtained at the class meetings; and the approval of the proposed H Share Full Circulation having been obtained at the general meeting;
(2) the authorization from the shareholders to the Board having been obtained at the general meeting and class meetings;
(3) the approval of the proposed H Share Full Circulation by the relevant PRC administrative and regulatory authority (i.e. the CSRC); and
(4) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, all the H shares converted from the H Share Full Circulation.

– 17 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

– 18 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

Article	No.	Before Amendment	After Amendment
Article	4	Company Domicile: Room A217,	Company Domicile: ~~Room~~	~~A217,~~
		Vaccine Engineering Center, China	~~Vaccine Engineering Center, ~~	~~China~~
		Medical City, Taizhou City Postal Code: 225323	~~Medical City, Taizhou City~~No. 888 Yaocheng Avenue, Medical High-
		Tel: 0523-86818860	tech District, Taizhou City, Jiangsu
		Fax: 0523-86818860.	Province
			Postal Code: 225323
			Tel: 0523-86818860
			Fax: 0523-86818860.
Article	16	With approval by securities	With approval by securities
		regulatory authorities by the State	regulatory authorities by the State
		Council, the Company may issue	Council, the Company may issue
		shares to both domestic and overseas	shares to both domestic and overseas
		investors.	investors.
		...	...
Article	17	The Company issues RMB-	The Company issues	RMB-
		denominated shares to domestic	denominated shares to domestic
		investors and other eligible investors,	investors and other eligible investors,
		which are called “domestic shares”.	which are called “domestic shares”.
		The Company issues foreign	The Company issues foreign
		currency-denominated shares to	currency-denominated shares to
		overseas investors, which are called	overseas investors, which are called
		“foreign shares”. The foreign shares	“foreign shares”. The foreign	shares
		listed overseas are called overseas	listed overseas are called overseas
		listed foreign shares, where those	listed foreign shares, where those
		listed on the Hong Kong Stock	listed on the Hong Kong	Stock
		Exchange are called H shares. H	Exchange are called H shares. H
		shares refer to the shares listed on the	shares refer to the shares listed on the
		Hong Kong Stock Exchange upon	Hong Kong Stock Exchange upon
		approval, denominated in RMB, but	approval, denominated in RMB, but
		subscribed and traded in HKD. With	subscribed and traded in HKD. ~~With~~
		approval form the State Council or its	~~approval form the State Council or its~~
		authorized agency, and with consent	~~authorized agency, and with consent~~
		of the Hong Kong Stock Exchange,	~~of the Hong Kong Stock Exchange,~~
		domestic shares may be converted	~~domestic shares may be converted~~
		into H shares.	~~into H shares.~~
		The foregoing “foreign currency”	The foregoing “foreign currency”
		may refer to the legal currency of	may refer to the legal currency of
		other countries or regions other than	other countries or regions other than
		RMB, to be used for subscription of	RMB, to be used for subscription of
		shares, recognized by the State	shares, recognized by the	State
		Administration of Foreign Exchange	Administration of Foreign Exchange
		(SAFE).	(SAFE).

– 19 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

	Before	Amendment	Amendment	Amendment	Amendment	Amendment		After Amendment
Both	domestic		shareholders				and	Both domestic shareholders and
foreign	shareholders			are		ordinary		foreign shareholders are ordinary
shareholders,		enjoying			the		same	shareholders, enjoying the same
rights	and	bearing			the		same	rights and bearing the same
obligations.								obligations.
								The shares issued by the Company
								but not listed at any domestic or
								overseas stock exchange are called
								the unlisted shares. After the
								overseas shares of the Company are
								issued and listed and upon the
								approval from the securities
								regulatory authorities of the State
								Council, the shareholders of the
								Company can transfer all or part of
								their unlisted shares to overseas
								investors and list them on the
								overseas stock exchange for trading.
								All or part of the unlisted shares can
								be converted into overseas listed
								foreign shares. The listing and
								trading of the aforesaid shares
								transferred or converted at an
								overseas stock exchange shall also
								comply with the regulatory
								procedures, provisions and
								requirements of the overseas stock
								market. The listing and trading of the
								above shares at an overseas stock
								exchange or the conversion of
								unlisted shares into overseas listed
								foreign shares require no holding of
								general meeting or class general
								meeting and voting. Upon conversion
								of unlisted shares into overseas listed
								foreign shares, the shares shall be
								regarded as the same class of shares
								as the original overseas listed foreign
								shares.

– 20 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

Article	No.	Before Amendment	After Amendment
Article	20	...	...
		The Company may separately	The Company may separately
		implement its plan for issuing the	implement its plan for issuing the
		overseas listed foreign shares and	overseas listed foreign shares and
		domestic shares pursuant to the	domestic shares pursuant to the
		preceding paragraph within fifteen	preceding paragraph within fifteen
		(15) months from the date of	(15) months from the date of
		approval by securities regulatory	approval by securities regulatory
		authorities by the State Council.	authorities by the State Council,
			unless otherwise provided by the
			securities regulatory authorities.
Article	26	Any repurchase of shares of the	Any repurchase of shares of the
		Company under Article 24 (1) or (2)	Company under Article 24 (1) or (2)
		hereof shall be approved by the	hereof shall be approved by the
		general meeting; any repurchase	general meeting; any repurchase
		under Article 24 (3), (5) or (6) hereof	under Article 24 (3), (5) or (6) hereof
		shall be authorized by the general	shall be ~~authorized by the general~~
		meeting or pursuant to the Articles of	~~meeting or pursuant to the Articles of~~
		Association, and approved by a resolution of the Board meeting	~~Association, and ~~implemented after being approved by a resolution of the
		attended by more than two thirds of	Board meeting attended by more than
		directors.	two thirds of directors.
Article	29	After the shares are repurchased by	After the shares required
		the Company pursuant to the laws,	deregistration are repurchased by the
		the Company shall deregister the	Company pursuant to the laws, the
		repurchased shares within the period	Company shall deregister the
		prescribed by relevant laws or	repurchased shares within the period
		regulations, and shall apply for	prescribed by relevant laws or
		change of registered capital to the	regulations, and shall apply for
		original company registration	change of registered capital to the
		authorities for regsitration.	original company registration
			authorities for ~~regsitration~~
			registration.

– 21 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

Article No. Before Amendment After Amendment Article 33 ... ... Any director, supervisor or senior Any director, supervisor or senior management of the Company shall management of the Company shall report his or her shareholding and report his or her shareholding and any change thereof, the number of any change thereof, the number of shares transferred by him or her shares transferred by him or her every year shall not exceed 25% of every year shall not exceed 25% of the total number of Company shares the total number of Company shares held by him or her during his or her held by him or her during his or her terms of office; shares of the terms of office; shares of the Company held by him or her shall not Company held by him or her shall not be transferred within one (1) year be transferred within one (1) year from the date of the listing of shares from the date of the listing of shares of the Company on a stock exchange. of the Company on a stock exchange. Any director, supervisor or senior Any director, supervisor or senior management of the Company shall management of the Company shall not transfer any shares of the not transfer any shares of the Company held by him or her within Company held by him or her within half a year after he or she terminates half a year after he or she terminates service with the Company, unless service with the Company ~~, unless~~ otherwise specified by the local ~~otherwise specified by the local~~ listing rules in the places where the ~~listing rules in the places where the~~ shares of the Company are listed ~~shares of the Company are listed~~ concerning the restrictions on H ~~concerning the restrictions on H~~ shares transfer. ~~shares transfer.~~ If there is any other provision for the ~~If there is any other provision for the~~ restrictions on the transfer of ~~restrictions on the transfer of~~ overseas listed shares of the ~~overseas listed shares of the~~ Company under the rules of ~~Company under the rules of~~ securities regulatory authorities in ~~securities regulatory authorities in~~ the places where the shares of the ~~the places where the shares of the~~ Company are listed, such provisions ~~Company are listed, such provisions~~ shall prevail. ~~shall prevail.~~ If there are any other provisions for the restrictions on the transfer of shares under the laws, regulations or the securities regulatory authorities and stock exchange of the places where the shares of the Company are listed, such provisions shall prevail.

– 22 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

Article	No.	Before Amendment	After Amendment
Article	35	All transfers of overseas listed	All transfers of overseas listed
		foreign shares listed in Hong Kong	foreign shares listed in Hong Kong
		shall be accompanied with a written	shall be accompanied with a written
		transfer instrument in ordinary or	transfer instrument in ordinary or
		common format or in the format	common format or in the format
		acceptable to the Board of Directors	acceptable to the Board of Directors
		(including the standard transfer form	(including the standard transfer form
		specified by the Hong Kong Stock	specified by the Hong Kong Stock
		Exchange from time to time); the	Exchange from time to time); ~~the~~
		written transfer instrument must be	~~written transfer instrument must be~~
		signed by hand, and if the transferor	~~signed by hand, and if the transferor~~
		or the transferee is a corporate entity,	~~or the transferee is a corporate entity,~~
		the corporate seal shall be attached to	~~the corporate seal shall be attached to~~
		the instrument. If the transferor or	~~the instrument ~~the written transfer
		the transferee is a recognized	instrument may be signed by hand or
		clearing house defined under the	affixed with the effective corporate
		Hong Kong laws effective from time	seal (if the transferor or the
		to time (recognized clearing house)	transferee is a corporate entity). If
		or its agent, the transfer form may be	the transferor or the transferee is a
		signed by hand or in machine-	recognized clearing house defined
		imprinted format. All transfer	under the Hong Kong laws effective
		instruments shall be archived at the	from time to time (recognized
		legal address of the Company or	clearing house) or its agent, the
		other address designated by the	transfer form may be signed by hand
		Board of Directors from time to time.	or in machine-imprinted format. All
			transfer instruments shall be archived
			at the legal address of the Company
			or other address designated by the
			Board of Directors from time to time.
Article	36	...	...
		Foreign shares issued by the	Foreign shares issued by the
		Company may take the form of	Company may take the form of
		overseas depositary certificates or	overseas depositary certificates or
		other derivatives of share certificates	other derivatives of share certificates
		according to local laws and securities	according to local laws and securities
		registration and depository	registration and depository
		management of the places where the shares of the Company are listed.	~~management ~~practice of the places where the shares of the Company are
			listed.
		...
			...

– 23 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

Article	No.	Before Amendment	After Amendment
Article	42	Any fully paid H shares can be	~~Any fully paid H shares can be~~
		transferred at freedom under the	~~transferred~~ ~~at~~ ~~freedom~~ ~~under~~ ~~the~~
		Articles of Association, provided that	~~Articles of Association, provided that~~
		the following conditions are	~~the~~ ~~following~~ ~~conditions~~ ~~are~~
		satisfied, or else the Board of	~~satisfied,~~ ~~or~~ ~~else~~ ~~the~~ ~~Board~~ ~~of~~
		Directors may reject any transfer	~~Directors may reject any transfer~~
		instrument without any reason:	~~instrument without any reason:~~
		(1) Any transfer instrument and other	~~(1) Any transfer instrument and other~~
		documents relating to or influencing	~~documents relating to or influencing~~
		the ownership of any H share shall be	~~the ownership of any H share shall be~~
		registered, with relevant cost paid to	~~registered, with relevant cost paid to~~
		the Company at the criteria under the	~~the Company at the criteria under the~~
		Hong Kong Listing Rules, the	~~Hong~~ ~~Kong~~ ~~Listing~~ ~~Rules,~~ ~~the~~
		amount of which shall not exceed the	~~amount of which shall not exceed the~~
		maximum cost specified by the Hong	~~maximum cost specified by the Hong~~
		Kong Listing Rules from time to	~~Kong Listing Rules from time to~~
		time;	~~time;~~
		(2) The transfer instrument only	~~(2)~~ ~~The~~ ~~transfer~~ ~~instrument~~ ~~only~~
		involves H shares;	~~involves H shares;~~
		(3) The transfer instrument has paid	~~(3) The transfer instrument has paid~~
		the due stamp duty;	~~the due stamp duty;~~
		(4) The share certificate or other	~~(4) The share certificate or other~~
		evidence reasonably required by the	~~evidence reasonably required by the~~
		Board of Directors to prove the	~~Board~~ ~~of~~ ~~Directors~~ ~~to~~ ~~prove~~ ~~the~~
		transferor has the right of share	~~transferor~~ ~~has~~ ~~the~~ ~~right~~ ~~of~~ ~~share~~
		transfer shall be provided;	~~transfer shall be provided;~~
		(5) When the shares are to be	~~(5)~~ ~~When~~ ~~the~~ ~~shares~~ ~~are~~ ~~to~~ ~~be~~
		transferred to joint holders, there are	~~transferred to joint holders, there are~~
		not more than four (4) joint	~~not~~ ~~more~~ ~~than~~ ~~four~~ ~~(4)~~ ~~joint~~
		shareholders registered of such	~~shareholders~~ ~~registered~~ ~~of~~ ~~such~~
		shares; and	~~shares; and~~
		(6) Relevant shares are free from all	~~(6) Relevant shares are free from all~~
		liens of the Company.	~~liens of the Company.~~

– 24 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

	Article	No.	Before	Amendment	After Amendment
					During the period when the H shares
					are listed on the Hong Kong Stock
					Exchange, the Company shall ensure
					that all of the listing documents of its
					securities listed on the Hong Kong
					Stock Exchange include the
					statements as follows in accordance
					with the requirements of the Hong
					Kong Listing Rules. The Company
					shall instruct and procure the share
					registrar not to register the
					subscription, purchase or transfer of
					shares in the name of any individual
					holder unless and until he/she
					submits such properly executed
					forms to the share registrar which
					shall include the statements as
					follows:
					(1) agreements among the purchaser
					of the shares, the Company and each
					shareholder, and between the
					Company and each shareholder, have
					been reached to obey and comply
					with the Company Law, the Special
					Provisions and other relevant laws,
					regulations and the Articles of
					Association.
					(2) the purchaser of the shares and
					the Company, each of the
					shareholders, directors, supervisors,
					general manager and other members
					of senior management of the
					Company, as well as a company,
					when acting on behalf of the
					Company and each director,
					supervisor, general manager and
					other members of senior
					management, agree with each
					shareholder that any rights or
					obligations conferred by the Articles
					of Association or by the Company
					Law or other relevant laws or
					regulations, or all disputes and
					claims concerning the affairs of the
					Company, shall be referred to
					arbitration in accordance with the
					Articles of Association. Any
					reference to arbitration shall be
					deemed to authorize the arbitration
					tribunal to conduct hearing in open
					session and to publish its award
					which is final and conclusive.

– 25 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

Article	No.			Before	Before	Before	Before	Before	Amendment	Amendment	Amendment	Amendment	Amendment	Amendment		After Amendment
																(3) the purchaser of the shares, the
																Company and each shareholder agree
																that the shares of the Company may
																be freely transferable by the holders.
																(4) the purchaser of the shares
																authorizes the Company to reach an
																agreement on behalf of him/her with
																each of the directors, senior
																management so that such directors,
																senior management undertake to
																comply with and perform their duties
																to the shareholders in accordance
																with the Articles of Association.

Article	43	No	change of register of shareholders													~~No change of register of shareholders~~
		due	to	transfer of							shares			shall be		~~due to transfer of shares shall be~~
		registered				within				thirty			(30) days			~~registered within thirty (30) days~~
		before		the			convention					of		general		~~before~~ ~~the~~ ~~convention~~ ~~of~~ ~~general~~
		meeting		or		within				five (5)			days prior			~~meeting or within five (5) days prior~~
		to the reference								date on			which the			~~to the reference date on which the~~
		Company				decides					to		distribute			~~Company~~ ~~decides~~ ~~to~~ ~~distribute~~
		dividends.														~~dividends. ~~If there are any provisions under the laws, regulations or the
																securities regulatory authorities and
																the stock exchange(s) where the
																Company’s shares are listed on the
																period during which the register of
																members is closed before the general
																meeting or before the benchmark
																date on which the Company decides
																to distribute dividends, such
																provisions shall prevail.
Article	44	When		the				Company						convenes		When the Company convenes
		the	general						meeting,				distributes			the general meeting, distributes
		dividends, proceeds									to liquidation or					dividends, proceeds to liquidation or
		makes		other					act		that			requires		makes other act that requires equity
		equity determination, the											Board of			determination, the Board of
		Directors				shall				appoint			a		certain	Directors shall appoint a certain
		day	to		be			the			date		of		equity	day to be the date of equity
		determination,						and			upon	termination				determination, and upon termination
		of	the	equity					determination, the							of the equity determination (after the
		registered				shareholders become the										closing of the market), the
		shareholders					of		the		Company.					registered shareholders become the
																shareholders of the Company.

– 26 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

Article	No.	Before Amendment	After Amendment
Article	53	...	...
		(5) Gain access to relevant	(5) Gain access to relevant
		information in accordance with the	information in accordance with the
		Articles of Association, including:	Articles of Association, including:
		A. Obtaining a copy of the Articles of	A. Obtaining a copy of the Articles of
		Association after paying the costs;	Association after paying the costs;
		B. Reading or photocopying the	B. Reading or photocopying the
		following after paying a reasonable	following after paying a reasonable
		cost:	cost:
		(A) All parts of the register of	(A) All parts of the register of
		shareholders;	shareholders;
		(B) Personal information of	(B) Personal information of
		directors, supervisors, general	directors, supervisors, general
		manager and other senior	manager and other senior
		management of the Company,	management of the Company,
		including:	including:
		(a) Current and previous name or	(a) Current and previous name or
		alias;	alias;
		(b) Principal address (domicile);	(b) Principal address (domicile);
		(c) Nationality;	(c) Nationality;
		(d) Full-time and all other part-time	(d) Full-time and all other part-time
		occupations and positions;	occupations and positions;
		(e) Identification documents and	(e) Identification documents and
		identification numbers.	identification numbers.

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APPENDIX II

Article No. Before Amendment After Amendment (C) Registered capital of the (C) Registered capital of the Company; Company; (D) The Company’s report of the (D) The Company’s report of the total nominal value, quantity, total nominal value, quantity, maximum and minimum prices paid maximum and minimum prices paid in respect of each class of shares in respect of each class of shares repurchased by the Company since repurchased by the Company since the end of the last accounting year, as the end of the last accounting year, as well as all the costs paid by the well as all the costs paid by the Company for such purchase; Company for such purchase; (E) The minutes of general meeting (E) The minutes of general meeting (only for shareholders to search), the ~~(only for shareholders to search)~~ , special resolution of general meeting; the special resolution of ~~general meeting~~ the Company; (F) The latest audited financial statements, directors report, auditors (F) The latest audited financial report and supervisors report; statements, directors report, auditors report and supervisors report; (G) A copy of the latest annual declaration submitted to State (G) A copy of the latest Administration for Market annual declaration submitted to Regulation or other competent State Administration for Market authority; Regulation or other competent authority; (H) Corporate bond stub, Board of Directors meeting motion, Board of (H) Corporate bond stub, Board of Supervisors meeting motion, Directors meeting motion, Board of financial statements of the Company. Supervisors meeting motion, financial statements of the Company. The Company shall make the documents from (A) to (G), except ~~The Company shall make the~~ (B), in accordance with the Hong ~~documents from (A) to (G), except~~ Kong Listing Rules, publicly ~~(B), in accordance with the Hong~~ available at its Hong Kong address, ~~Kong Listing Rules, publicly~~ for shareholders’ access free of ~~available at its Hong Kong address,~~ charge. ~~for shareholders’ access free of charge.~~ The Company shall maintain ... the above documents at the address of the Company in Hong Kong in accordance with the governing requirements of the places where the shares of the Company are listed for inspection by the public and shareholders (among which the minutes of the general meeting are available for inspection by shareholders only). However, on the premise of complying with applicable laws, regulations and the governing rules of the places where the shares of the Company are listed, the Company may refuse to provide the Company’s trade secrets, inside information or personal privacy that can be exempted from disclosure. ...

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APPENDIX II

Article	No.	Before Amendment	After Amendment
Article	54	If a shareholder proposes to consult	If a shareholder proposes to consult
		the relevant information mentioned	the relevant information mentioned
		in the preceding article or request	in the preceding article or request
		materials, it shall provide the	materials, it shall provide the
		Company with a written document	Company with a written document
		certifying the class and number of	certifying the class and number of
		shares held in the Company, and the	shares held in the Company, and the
		Company shall provide such	Company shall provide such
		information or materials as required	information or materials as required
		by the shareholder after verifying the	by the shareholder after verifying the
		identity of the shareholder.	identity of the shareholder.
			When an application for access to the
			register of members is received
			during the closure of the register of
			members, a document signed by the
			Company secretary shall be issued to
			the applicant, explaining the
			approving authority and the period of
			the closure of the register of
			members.

Article	55	A shareholder of ordinary shares of	A shareholder of ordinary shares of
		the Company shall be obliged to:	the Company shall be obliged to:
		(1) Comply with laws, regulations	(1) Comply with laws, regulations
		and the Articles of Association;	and the Articles of Association;
		(2) Contribute to the share capital	(2) Contribute to the share capital
		according to the number of shares	according to the number of shares
		subscribed and the method of	subscribed and the method of
		subscription;	subscription;
		(3) Assume liabilities to the	~~(3)~~ ~~Assume~~ ~~liabilities~~ ~~to~~ ~~the~~
		Company to the extent of the shares	~~Company to the extent of the shares~~
		held;	~~held;~~
		(4) Not to withdraw its contribution	(~~4~~3) Not to withdraw its contribution
		to share capital, except for the	to share capital, except for the
		circumstances stipulated by laws and	circumstances stipulated by laws and
		regulations;	regulations;
		(5) Not to abuse its rights as a shareholder against the interests of	(~~5~~4) Not to abuse its rights as a shareholder against the interests of
		the Company or other shareholders,	the Company or other shareholders,
		and not to abuse the legal personality	and not to abuse the legal personality
		of the Company and the limited	of the Company and the limited
		liability of shareholders against the	liability of shareholders against the
		interests of creditors; and	interests of creditors; and
		(6) Other obligations in accordance with the laws, regulations and the	(~~6~~5) Other obligations in accordance with the laws, regulations and the
		Articles of Association.	Articles of Association.
		...	...

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APPENDIX II

Article	No.	Before Amendment	Before Amendment	After Amendment
Article	62	...		...
		(18) Other matters to be decided by		(18) Other matters to be decided by
		the general meeting under relevant		the general meeting under relevant
		laws, regulations, rules of the stock		laws, regulations, governing rules of
		exchange where the shares of the Company are listed and the Articles		the ~~stock exchange ~~places where the shares of the Company are listed and
		of Association.		the Articles of Association.
Article	63	...		...
		(6) Other guarantee events under		(6) Other guarantee events that shall
		relevant laws, regulations, the rules		be considered by the general meeting
		of the places	where the shares of the	under relevant laws, regulations, the
		Company are	listed or the Articles of	rules of the places where the shares
		Association.		of the Company are listed or the
				Articles of Association.
		...
				...
Article	67	...		...
		The meeting	shall be convened on	The meeting shall be convened on
		site, easily accessible to shareholders		site, easily accessible to shareholders
		by safe, economical or convenient		by safe, economical or convenient
		means hereunder or under relevant		means hereunder or under relevant
		laws and regulations. A shareholder		laws and regulations. With the
		attending the	meeting by any of the	permission of the securities
		above means shall be deemed as		regulatory authority or stock
		present at the meeting, ...		exchange of the places of listing, it
				can also be held in other ways
				approved or required by such
				securities regulatory authority or
				stock exchange. A shareholder
				attending the meeting by any of the
				above means shall be deemed as
				present at the meeting~~,~~.
				...

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APPENDIX II

Article No. Before Amendment	After Amendment
Article 77 The caller shall send a written notice to all shareholders within at least twenty (20) working days prior to the convention of general meeting, or at least fifteen (15) calendar days or ten (10) working days (whichever is longer) prior to the convention of Extraordinary general meeting, unless otherwise required by relevant laws, regulations and local securities commission rules. The notice of meeting shall be sent by hand or by mail (prepaid postage) to the shareholder(s) (with or without voting rights at general meeting), addressed to the shareholder(s) as recorded in the register of shareholders. To the holders of domestic shares, the notice of meeting may also be sent by announcement under the laws or regulations. The notice of meeting, information or written statement sent to holders of overseas listed foreign shares shall be delivered at least twenty (20) working days before the convention of annual general meeting or at least fifteen (15) calendar days or ten (10) working days (whichever is longer) before the convention of extraordinary general meeting, by any of the following means: (1) Delivered by hand or by mail to every holder of overseas listed foreign shares, according to the	The caller shall send a written notice to all shareholders within at least twenty (20) calendar ~~working ~~days prior to the convention of general meeting, or at least fifteen (15) calendar days ~~or ten (10) working~~ ~~days (whichever is longer) ~~prior to the convention of ~~Extraordinary~~extraordinary general meeting, unless otherwise required by relevant laws, regulations and local securities commission rules. Unless otherwise provided by laws, regulations, local regulatory rules and the Articles of Association, ~~T~~the notice of meeting shall be sent by hand or by mail (prepaid postage) to the shareholder(s) (with or without voting rights at general meeting), addressed to the shareholder(s) as recorded in the register of shareholders. To the holders of domestic shares and unlisted foreign shares, the notice of meeting may also be sent by announcement under the laws or regulations. The notice of meeting, information or written statement sent to holders of overseas listed foreign shares shall be delivered at least twenty (20) calendar ~~working ~~days before the convention of annual general meeting or at least fifteen (15) calendar days ~~or ten (10) working days (whichever~~ ~~is longer) ~~before the convention of extraordinary general meeting, by any of the following means:

Article No.
Before Amendment

After Amendment

Article 77
The caller shall send a written notice
to all shareholders within at least
twenty (20) working days prior to the
convention of general meeting, or at
least fifteen (15) calendar days or ten
(10)
working
days
(whichever
is
longer) prior to the convention of
Extraordinary
general
meeting,
unless otherwise required by relevant
laws, regulations and local securities
commission rules.
The notice of meeting shall be sent
by hand or by mail (prepaid postage)
to the shareholder(s) (with or without
voting rights at general meeting),
addressed to the shareholder(s) as
recorded
in
the
register
of
shareholders.
To
the
holders
of
domestic
shares,
the
notice
of
meeting
may
also
be
sent
by
announcement
under
the
laws
or
regulations.
The notice of meeting, information or
written statement sent to holders of
overseas listed foreign shares shall
be delivered at least twenty (20)
working days before the convention
of annual general meeting or at least
fifteen (15) calendar days or ten (10)
working days (whichever is longer)
before
the
convention
of
extraordinary
general
meeting,
by
any of the following means:
(1) Delivered by hand or by mail to
every
holder
of
overseas
listed
foreign
shares,
according
to
the

The caller shall send a written notice
to all shareholders within at least
twenty (20) calendar ~~working ~~days
prior to the convention of general
meeting,
or
at
least
fifteen
(15)
calendar days ~~or ten (10) working~~
~~days (whichever is longer) ~~prior to
the
convention
of
~~Extraordinary~~extraordinary
general
meeting, unless otherwise required
by relevant laws, regulations and
local securities commission rules.
Unless otherwise provided by laws,
regulations,
local
regulatory
rules
and the Articles of Association, ~~T~~the
notice of meeting shall be sent by
hand or by mail (prepaid postage) to
the shareholder(s) (with or without
voting rights at general meeting),
addressed to the shareholder(s) as
recorded
in
the
register
of
shareholders.
To
the
holders
of
domestic shares and unlisted foreign
shares, the notice of meeting may
also be sent by announcement under
the laws or regulations.
The notice of meeting, information or
written statement sent to holders of
overseas listed foreign shares shall
be delivered at least twenty (20)
calendar ~~working ~~days before the
convention of annual general meeting
or at least fifteen (15) calendar days
~~or ten (10) working days (whichever~~
~~is longer) ~~before the convention of
extraordinary
general
meeting,
by
any of the following means:

(1) Delivered by hand or by mail to every holder of overseas listed foreign shares, according to the registered address of every such holder;

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APPENDIX II

	Article No. Before Amendment	Article No. Before Amendment
	(2) Subject to applicable laws, regulations and listing rules, published on the official website of the Company or other website designated by the local securities commission or local stock exchange; (3) Sent otherwise under the rules of the stock exchange where the shares of the Company are listed and listing rules. The foregoing “twenty (20) working days”, “fifteen (15) working days” or “ten (10) working days” shall not include the date of meeting or the date of notice.
		calendar days” date of meeting
	Article 85 ... A shareholder being a legal person shall be represented by the legal representative or its proxy in presence and voting at any meeting. Any presence of a legal person shareholder at any meeting shall be deemed as its presence by person. The legal person shareholder shall sign a proxy form for its duly authorized proxy. The legal representative of a legal person shareholder to attend the meeting shall present its personal identity card, valid certificate of its legal representative status; The proxy of a legal person shareholder to attend the meeting shall present its personal identity card, the written proxy form issued duly by the legal representative or authorized representative of the legal person shareholder (unless the shareholder is a recognized clearing house or its agent in the place where shares of the Company are listed).

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APPENDIX II

Article	No.	Before Amendment	After Amendment
Article	90	At the meeting, if the chair of	At the meeting, if the chair of
		meeting breaks the proceeding rules	meeting breaks the proceeding rules
		and causes the meeting unable to	and causes the meeting unable to
		continue, then with consent of	continue, then with consent of
		shareholders with the majority of	shareholders with the majority of
		voting rights present at the meeting,	voting rights present at the meeting,
		the shareholders may recommend one	the shareholders may recommend one
		of them to chair and continue the	of them to chair and continue the
		meeting,	meeting~~,~~.
Article	91	The Company shall develop the	The Company shall develop the
		proceeding rules of general meeting,	proceeding rules of general meeting,
		detailing the procedures for	detailing the procedures for
		convening and voting, including the	convening and voting~~, including the~~
		notice, consideration on motions,	~~notice,~~ ~~consideration~~ ~~on~~ ~~motions,~~
		voting, count of votes, announcement	~~voting, count of votes, announcement~~
		of voting results, resolution, minutes	~~of voting results, resolution, minutes~~
		and execution, as well as the	~~and~~ ~~execution,~~ ~~as~~ ~~well~~ ~~as~~ ~~the~~
		principle of shareholders’	~~principle~~ ~~of~~ ~~shareholders’~~
		appointment of the Board of	~~appointment~~ ~~of~~ ~~the~~ ~~Board~~ ~~of~~
		Directors, the appointment shall	~~Directors,~~ ~~the~~ ~~appointment~~ ~~shall~~
		clarify the details, and the proceeding	~~clarify the details~~, and the proceeding
		rules of general meeting shall be	rules of general meeting shall be
		attached to the Articles of	attached to the Articles of
		Association, which are contemplated	Association, which are contemplated
		by the Board of Directors and	by the Board of Directors and
		approved by the general meeting.	approved by the general meeting.

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Article	No.	Before Amendment	After Amendment
Article	102	...	...
		(5) The Company shall reserve a	~~(5) The Company shall reserve a~~
		period of time before the meeting of	~~period of time before the meeting of~~
		director candidate election, during	~~director candidate election, during~~
		which, shareholders may issue a	~~which,~~ ~~shareholders~~ ~~may~~ ~~issue~~ ~~a~~
		written notice of director candidate	~~written notice of director candidate~~
		to the Company, and such candidate	~~to the Company, and such candidate~~
		may issue a written notice of	~~may~~ ~~issue~~ ~~a~~ ~~written~~ ~~notice~~ ~~of~~
		willingness to the Company. The	~~willingness to the Company. The~~
		above period of time shall be seven	~~above period of time shall be seven~~
		(7) days at least, starting from the	~~(7) days at least, starting from the~~
		first day from the notice of meeting,	~~first day from the notice of meeting,~~
		and the ending date shall not be later	~~and the ending date shall not be later~~
		than the 7th day before the meeting.	~~than the 7th day before the meeting.~~
Article	109	...	...
		In a voting at general meeting,	In a voting at general meeting,
		shareholder representatives and	shareholder representatives and
		supervisor representatives shall	supervisor representatives shall
		jointly count and scrutinize the votes,	jointly count and scrutinize the votes,
		and publish the voting results on site.	and publish the voting results on site.
		The voting results will be included in	The voting results will be included in
		the minutes of meeting.	the minutes of meeting. If there are
			any other provisions for the method
			of counting and scrutinizing the votes
			under relevant laws, regulations or
			other normative documents, as well
			as the rules of the securities
			regulatory authorities and the stock
			exchange(s) where the Company’s
			shares are listed, such provisions
			shall prevail.

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APPENDIX II

Article	No.		Before Amendment			After Amendment
Article	117	Any	motion to change or abolish a			Any motion to change or abolish a
		class shareholder’s rights shall be				class shareholder’s rights shall be
		validated both by a special resolution				validated both by a special resolution
		at the general meeting and by		a	class	at the general meeting and by a class
		general meeting separately called by				general meeting separately called by
		the affected class shareholders under				the affected class shareholders under
		Article 119 to Article 124 hereof.				Article 119 to Article 124 hereof.
						Upon approval by the securities
						regulatory authorities under the State
						Council, where the shareholders of
						the Company transfer all or part of
						their unlisted shares to overseas
						investors and list them on an
						overseas stock exchange for trading,
						or convert all or part of their unlisted
						shares into overseas listed shares and
						list them on an overseas stock
						exchange for trading, the Company
						shall not be deemed to change or
						nullify the rights of class
						shareholders.

Article	118	...				...
		(12)	The modification or abolition of			(12) The modification or abolition of
		any provisions hereof.				any provisions ~~hereof~~of this section.

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APPENDIX II

Article	No.	Before Amendment	After Amendment
Article	119	...	...
		The aforesaid “interested	The aforesaid “interested
		shareholder(s)” mean:	shareholder(s)” mean:
		(1) The controlling shareholder	(1) The controlling shareholder
		defined under Article 58 hereof, in	defined under Article 58 hereof, in
		the event the Company issues	the event the Company issues
		repurchase offers to entire	repurchase offers to entire
		shareholders in proportion to their	shareholders in proportion to their
		shareholding percentages under	shareholding percentages under
		Article 27 hereof, or the Company buys back its shares through open	~~Article 27 hereof ~~the Articles of Association, or the Company buys
		trading at the Hong Kong Stock	back its shares through open trading
		Exchange;	at the Hong Kong Stock Exchange;
		(2) The shareholder(s) related to the	(2) The shareholder(s) related to the
		agreement by which the Company	agreement by which the Company
		buys back its shares outside the Hong	buys back its shares outside the Hong
		Kong Stock Exchange under Article	Kong Stock Exchange under ~~Article~~
		27 hereof; or	~~27 hereof ~~the Articles of Association;
			or
		(3) The shareholder(s) assuming
		liabilities in lower percentage than	(3) The shareholder(s) assuming
		other shareholders of the same class	liabilities in lower percentage than
		or having different interests with	other shareholders of the same class
		other shareholders of the same class.	or having different interests with
			other shareholders of the same class.
Article	120	The quorum of a certain class of	~~The quorum of a certain class of~~
		general meeting (excluding any	~~general~~ ~~meeting~~ ~~(excluding~~ ~~any~~
		adjourned meeting) held to modify	~~adjourned meeting) held to modify~~
		the rights of any class of shares shall	~~the rights of any class of shares shall~~
		be at least one third (1/3) holders of	~~be at least one third (1/3) holders of~~
		such class of issued shares.	~~such class of issued shares.~~
		...	...

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APPENDIX II

Article	No.	Before Amendment	After Amendment
Article	121	To hold a class general meeting, the	~~To hold a class general meeting, the~~
		Company shall send a 15-day prior	~~Company shall send a 15-day prior~~
		notice of meeting in writing to all	~~notice of meeting in writing to all~~
		registered shareholders of this class,	~~registered shareholders of this class,~~
		specifying the date and place of	~~specifying the date and place of~~
		meeting, as well as the subject	~~meeting,~~ ~~as~~ ~~well~~ ~~as~~ ~~the~~ ~~subject~~
		matter. Shareholders to attend the	~~matter. Shareholders to attend the~~
		meeting shall send the reply of	~~meeting~~ ~~shall~~ ~~send~~ ~~the~~ ~~reply~~ ~~of~~
		presence in writing to the Company	~~presence in writing to the Company~~
		timely before the meeting.	~~timely before the meeting.~~
			Notice of a class general meeting
			only needs to be given to
			shareholders entitled to vote thereat.

Article	122	When the number of shares with	~~When the number of shares with~~
		voting rights held by shareholders	~~voting rights held by shareholders~~
		planning to attend the meeting	~~planning~~ ~~to~~ ~~attend~~ ~~the~~ ~~meeting~~
		reaches or exceeds 1/2 of the total	~~reaches or exceeds 1/2 of the total~~
		number of such class of shares with	~~number of such class of shares with~~
		voting rights at the meeting, the	~~voting rights at the meeting, the~~
		Company may hold a class general	~~Company may hold a class general~~
		meeting; when the number of shares	~~meeting; when the number of shares~~
		with voting rights held by	~~with~~ ~~voting~~ ~~rights~~ ~~held~~ ~~by~~
		shareholders planning to attend the	~~shareholders planning to attend the~~
		meeting cannot reach 1/2 of the total	~~meeting cannot reach 1/2 of the total~~
		number of such class of shares with	~~number of such class of shares with~~
		voting rights at the meeting, the	~~voting rights at the meeting, the~~
		Company shall notify the	~~Company~~ ~~shall~~ ~~notify~~ ~~the~~
		shareholders of the subject matter,	~~shareholders of the subject matter,~~
		date and place of meeting, again by	~~date and place of meeting, again by~~
		means of announcement, within five	~~means of announcement, within five~~
		(5) days; and with announcement, the	~~(5) days; and with announcement, the~~
		Company may hold a class general	~~Company may hold a class general~~
		meeting.	~~meeting.~~
			A class general meeting shall be
			conducted in a manner as similar as
			possible to that of a general meeting.
			The provisions of the Articles of
			Association relating to the
			procedures of general meetings shall
			apply to class general meetings.

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APPENDIX II

Article	No.			Before Amendment	After Amendment
Article	125	...			...
		Upon expiry of a director, if new			Upon expiry of a director, if new
		director		is not elected, then the	director is not elected, then the
		expiring director shall continue to			expiring director shall continue to
		perform		its duties before the new	perform its duties before the new
		director		takes office under the laws,	director takes office under the laws,
		regulations and the Articles of			regulations and the Articles of
		Association. Any person appointed			Association. Any person appointed
		by the	Board of Directors to be a		by the Board of Directors to be a
		director		or to fill a temporary	director or to fill a temporary
		vacancy		or to add a new place in the	vacancy or to add a new place in the
		Board shall take office til the first			Board shall take office til the first
		annual		general meeting after	annual general meeting after
		appointment, and may then be			appointment, and may then be
		eligible		for re-election.	eligible for re-election.
		A director may be a general manager			~~A director may be a general manager~~
		or other senior management at the			~~or other senior management at the~~
		same time, provided that the number			~~same time, provided that the number~~
		of directors who also act as general			~~of directors who also act as general~~
		manager or other senior management			~~manager or other senior management~~
		shall not exceed 1/2 of the total			~~shall not exceed 1/2 of the total~~
		number		of directors in the Company.	~~number of directors in the Company.~~
		...			...
Article	128	If a director fails to attend the Board			~~If a director fails to attend the Board~~
		meeting		by person or by proxy twice,	~~meeting by person or by proxy twice,~~
		it will		be deemed as unable to	~~it~~ ~~will~~ ~~be~~ ~~deemed~~ ~~as~~ ~~unable~~ ~~to~~
		perform		its duties, then the Board of	~~perform its duties, then the Board of~~
		Directors shall propose a dismissal			~~Directors shall propose a dismissal~~
		and replacement of such director to			~~and replacement of such director to~~
		the general meeting.			~~the general meeting.~~
					The directors shall abide by laws,
					regulations, governing rules of the
					places where the shares of the
					Company are listed and the Articles
					of Association and shall perform
					their obligations faithfully.
					No director shall act on behalf of the
					Company or the Board of Directors
					in his/her personal capacity, unless
					specified under the Articles of
					Association or legally authorized by
					the Board of Directors. In the event
					that a director is acting in his/her
					personal capacity, but may be
					reasonably deemed to be acting on
					behalf of the Company or the Board
					of Directors by a third party, such
					director shall state his/her stance and
					capacity in advance.

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APPENDIX II

Article	No.	Before Amendment	After Amendment
Article	132	the Company has independent non-	The ~~the ~~Company has independent
		executive directors. An independent non-executive director shall comply	non-executive directors. ~~An~~The independent non-executive director
		with relevant laws, regulations, the	system shall comply with relevant
		Articles of Association and the local	laws, regulations, the Articles of
		listing rules.	Association and the local listing
			rules.
Article	135	The Company may have not more	The Company may have ~~not more~~
		than 2 board observers, who are nominated by shareholders and elected by the general meeting.	~~than 2 ~~(but not necessarily have) 1 board observer~~s~~, who ~~are~~is nominated by shareholders and
		Observers may attend the Board of	elected by the general meeting.
		Directors and express opinions on	Observer~~s ~~may attend the Board of
		Board issues, but not participate in	Directors and express opinions on
		Board voting. Observers are subject	Board issues, but not participate in
		to the same confidentiality, insider trading restrictions, and conflict of	Board voting. Observer~~s~~ ~~are~~ is subject to the same confidentiality,
		interest policies and procedures as	insider trading restrictions, and
		Board members. Observers serve a	conflict of interest policies and
		3-year term and may be re-elected	procedures as Board members.
		upon expiry.	Observer~~s ~~serves a 3-year term and
			may be re-elected upon expiry. The
			resignation of the board observer
			shall be submitted with a written
			resignation report to the Board of
			Directors, which shall take effect
			when such report is delivered to the
			Board of Directors.

Article	136	The Board of Directors shall exercise	The Board of Directors shall exercise
		the following functions and powers	the following functions and powers
		to:	to:
		(1) Call a general meeting, submit	(1) Call a general meeting, submit
		relevant matters to the general	relevant matters to the general
		meeting for approval, and report its	meeting for approval, and report its
		work performance to the general	work performance to the general
		meeting;	meeting;
		(2) Implement the resolutions of	(2) Implement the resolutions of
		general meeting;	general meeting;
		(3) Change the Company and/or its	~~(3) Change the Company and/or its~~
		business scope, or change the name	~~business scope, or change the name~~
		of the Company and/or its controlled	~~of the Company and/or its controlled~~
		subsidiaries;	~~subsidiaries;~~

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

Article No. Before Amendment	After Amendment
(4) Decide on the business plan and investment plan of the Company and/or its subsidiaries; (5) Develop the annual budget and final accounts of the Company and/or its subsidiaries; (6) Develop the profit distribution plan and loss recovery plan of the Company and/or its subsidiaries; (7) Develop the plan to increase or decrease the registered capital of the Company and/or its subsidiaries; (8) Develop the plans of corporate bond issue or securities listing of the Company and/or its subsidiaries; (9) Develop the plans of merger, division, dissolution or change of nature of the Company and/or its subsidiaries; (10) Contemplate the transactions in which the Company and/or its subsidiaries purchase or sell major assets exceeding 30% of its latest audited total assets; (11) Decide on the establishment of the Company’s and/or subsidiary’s internal management organization and the establishment of branch offices; (12) Decide on the appointment or dismissal of general manager or secretary; based on the nomination of general manager, appoint or dismiss vice general manager, chief financial officer and other senior management, and decide on their remuneration, rewards and punishments;	(~~4~~3) Decide on the business plan and investment plan of the Company ~~and/or its subsidiaries~~; (~~5~~4) Develop the annual budget and final accounts of the Company~~and/or~~ ~~its subsidiaries~~; (~~6~~5) Develop the profit distribution plan and loss recovery plan of the Company ~~and/or its subsidiaries~~; (~~7~~6) Develop the plan to increase or decrease the registered capital of the Company ~~and/or its subsidiaries~~; (~~8~~7) Develop the plans of corporate bond issue or securities listing of the Company ~~and/or its subsidiaries~~; (~~9~~8) Develop the plans of merger, division, dissolution or change of nature of the Company ~~and/or its~~ ~~subsidiaries~~; (~~10~~9) Contemplate the plan of transactions in which the Company ~~and/or its subsidiaries ~~purchase or sell major assets exceeding 30% of its latest audited total assets; (~~111~~0) Decide on the establishment of the Company’s ~~and/or subsidiary’s~~ internal management organization and the establishment of branch offices; (~~12~~11) Decide on the appointment or dismissal of general manager or secretary; based on the nomination of general manager, appoint or dismiss vice general manager, chief financial officer and other senior management, and decide on their remuneration, rewards and punishments;

Article No.
Before Amendment

After Amendment

(4) Decide on the business plan and
investment
plan
of
the
Company
and/or its subsidiaries;
(5) Develop the annual budget and
final accounts of the Company and/or
its subsidiaries;
(6) Develop the profit distribution
plan and loss recovery plan of the
Company and/or its subsidiaries;
(7) Develop the plan to increase or
decrease the registered capital of the
Company and/or its subsidiaries;
(8) Develop the plans of corporate
bond issue or securities listing of the
Company and/or its subsidiaries;
(9) Develop the plans of merger,
division, dissolution or change of
nature of the Company and/or its
subsidiaries;
(10) Contemplate the transactions in
which
the
Company
and/or
its
subsidiaries purchase or sell major
assets exceeding 30% of its latest
audited total assets;
(11) Decide on the establishment of
the Company’s and/or subsidiary’s
internal
management
organization
and
the
establishment
of
branch
offices;
(12) Decide on the appointment or
dismissal
of
general
manager
or
secretary; based on the nomination of
general manager, appoint or dismiss
vice general manager, chief financial
officer and other senior management,
and decide on their remuneration,
rewards and punishments;

(~~4~~3) Decide on the business plan and
investment
plan
of
the
Company
~~and/or its subsidiaries~~;
(~~5~~4) Develop the annual budget and
final accounts of the Company~~and/or~~
~~its subsidiaries~~;
(~~6~~5) Develop the profit distribution
plan and loss recovery plan of the
Company ~~and/or its subsidiaries~~;
(~~7~~6) Develop the plan to increase or
decrease the registered capital of the
Company ~~and/or its subsidiaries~~;
(~~8~~7) Develop the plans of corporate
bond issue or securities listing of the
Company ~~and/or its subsidiaries~~;
(~~9~~8) Develop the plans of merger,
division, dissolution or change of
nature of the Company ~~and/or its~~
~~subsidiaries~~;
(~~10~~9)
Contemplate
the
plan
of
transactions in which the Company
~~and/or its subsidiaries ~~purchase or
sell major assets exceeding 30% of
its latest audited total assets;
(~~111~~0) Decide on the establishment
of the Company’s ~~and/or subsidiary’s~~
internal
management
organization
and
the
establishment
of
branch
offices;
(~~12~~11) Decide on the appointment or
dismissal
of
general
manager
or
secretary; based on the nomination of
general manager, appoint or dismiss
vice general manager, chief financial
officer and other senior management,
and decide on their remuneration,
rewards and punishments;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

Article No. Before Amendment After Amendment (13) Develop the basic management ( ~~13~~ 12) Develop the basic system of the Company and/or its management system of the Company subsidiaries; ~~and/or its subsidiaries~~ ; (14) Develop the compensation and ( ~~14~~ 13) Develop the compensation incentive system of the Company and incentive system of the Company and/or its subsidiaries ~~and/or its subsidiaries~~ ; (15) Develop the plan to modify the ( ~~15~~ 14) Develop the plan to modify Articles of Association of the the Articles of Association of the Company and/or its subsidiaries; Company ~~and/or its subsidiaries~~ ; (16) Apply to the general meeting for ( ~~16~~ 15) Apply to the general meeting appointment or replacement of the for appointment or replacement of accountant firm of the Company the accountant firm of the Company and/or its subsidiaries; ~~and/or its subsidiaries~~ ; (17) Make any of the following ( ~~17~~ 16) Make any of the following transactions (by single transaction or transactions (by single transaction or by a series of continuous by a series of continuous transactions) of the Company and/or transactions) occurred within the its controlled subsidiaries, or sign, scope of the Company’s consolidated modify, or terminate any agreement statements ~~and/or its controlled~~ relating to such transactions: ~~subsidiaries~~ , or sign, modify, or terminate any agreement relating to (A) Beyond the approved annual such transactions: budget, a single debt or expense in the amount exceeding (A) Beyond the approved RMB30,000,000 (in words: annual budget, a single debt or Renminbi Thirty Million Yuan Only) expense in the amount exceeding or a combination of debts or expenses RMB30,000,000 (in words: in the yearly cumulative amount Renminbi Thirty Million Yuan Only) exceeding RMB100,000,000 (in or a combination of debts or expenses words: Renminbi One Hundred in the yearly cumulative amount Million Yuan Only), including exceeding RMB100,000,000 (in provision of borrowings, acquisition words: Renminbi One Hundred of loans, provision of guarantees, and Million Yuan Only), including purchase of real estate; provision of borrowings, acquisition of loans, provision of guarantees, and (B) Beyond the approved annual purchase of real estate; budget, the sale, mortgage, pledge or otherwise sale or disposal of assets, (B) Beyond the approved annual business or equities, to a third party budget, the sale, mortgage, pledge or beyond the consolidated statements otherwise sale or disposal of assets, in a single amount exceeding business or equities, to a third party RMB30,000,000 (in words: beyond the consolidated statements Renminbi Thirty Million Yuan Only) in a single amount exceeding or in a yearly cumulative amount RMB30,000,000 (in words: exceeding RMB100,000,000 (in Renminbi Thirty Million Yuan Only) words: Renminbi One Hundred or in a yearly cumulative amount Million Yuan Only); exceeding RMB100,000,000 (in words: Renminbi One Hundred Million Yuan Only);

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

Article No. Before Amendment After Amendment (C) Beyond the approved annual (C) Beyond the approved annual budget, a single non-routine business budget, a single non-routine business operation contract with any third operation contract with any third party beyond the consolidated party beyond the consolidated statements, in a single amount statements, in a single amount exceeding RMB30,000,000 (in exceeding RMB30,000,000 (in words: Renminbi Thirty Million words: Renminbi Thirty Million Yuan Only) or in a yearly cumulative Yuan Only) or in a yearly cumulative amount exceeding RMB100,000,000 amount exceeding RMB100,000,000 (in words: Renminbi One Hundred (in words: Renminbi One Hundred Million Yuan Only); or any exclusive Million Yuan Only); ~~or any exclusive~~ relationship with any third party ~~relationship with any third party~~ beyond the consolidated statements: ~~beyond the consolidated statements:~~ (18) Decide on the external guarantee ( ~~18~~ 17) Decide on the external matters of the Company that are guarantee matters of the Company beyond the scope of consideration at that are beyond the scope of the general meeting; consideration at the general meeting; (19) Appoint or replace directors, ( ~~19~~ 18) Manage information supervisors and senior management disclosure in accordance with laws, of wholly-owned subsidiaries; regulations, the Hong Kong Listing appoint, replace or recommend Rules and the Company’s relevant directors (candidates) and rules and systems; ~~Appoint or replace~~ supervisors (candidates) of ~~directors, supervisors and senior~~ controlled subsidiaries and ~~management of wholly-owned~~ participating subsidiaries; ~~subsidiaries; appoint, replace or recommend directors (candidates)~~ (20) Decide on the establishment of ~~and supervisors (candidates) of~~ the Company’s subsidiaries and ~~controlled subsidiaries and~~ branches, and develop the ~~participating subsidiaries;~~ reorganization plan for its controlled subsidiaries; ( ~~20~~ 19) Decide on the establishment of the Company’s subsidiaries and (21) Listen to the work report of the branches, and develop the general manager of the Company reorganization plan for its controlled and/or its controlled subsidiaries, and subsidiaries;

(21) Listen to the work report of the general manager of the Company and/or its controlled subsidiaries, and inspect the work of the general manager of the Company and/or its controlled subsidiaries;

( ~~21~~ 20) Listen to the work report of the general manager of the Company ~~and/or its controlled subsidiaries~~ , and inspect the work of the general manager of the Company ~~and/or its controlled subsidiaries~~ ;

(22) Examine and approve/disapprove the connected transactions to be considered by the Board of Directors under the laws, regulations, listing rules of the stock exchange where the shares of the Company are listed and the Articles of Association;

( ~~22~~ 21) Examine and approve/disapprove the connected transactions to be considered by the Board of Directors under the laws, regulations, ~~listing~~ governing rules of the stock exchange where the shares of the Company are listed and the Articles of Association;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

Article No. Before Amendment	After Amendment
(23) In order to ensure the continued stability of the Company’s operation and management, and safeguard the overall and long-term interests of the Company and its shareholders, in the event of a hostile takeover, take anti- takeover measures that are not prohibited by laws and regulations and do not harm the lawful rights and interests of the Company and shareholders; (24) Other powers conferred by the Articles of Association or by the general meeting; and (25) Other matters under the laws, regulations and local listing rules. The above resolutions of the Board of Directors shall be validated by the majority of directors, except that the resolutions under Article 136 (7), (8), (9) or (15) shall be validated by at least two thirds (2/3) of directors. ...	(~~23~~22) In order to ensure the continued stability of the Company’s operation and management, and safeguard the overall and long-term interests of the Company and its shareholders, in the event of a hostile takeover, take anti-takeover measures that are not prohibited by laws and regulations and do not harm the lawful rights and interests of the Company and shareholders; (~~24~~23) Other powers conferred by the Articles of Association or by the general meeting; and (~~25~~24) Other matters that shall be decided by the Board of Directors under the laws, regulations and ~~local~~ ~~listing ~~governing rules of the places where the shares of the Company are listed or the Articles of Association. The above resolutions of the Board of Directors shall be validated by the majority of directors, except that the resolutions under Article 136~~(7), (8),~~ ~~(9) or (15)~~(6), (7), (8) or (14)shall be validated by at least two thirds (2/3) of directors. ...
Article 145 Board meetings include regular meetings and extraordinary meetings. Regular meetings are held at least four (4) times a year. Shareholders representing more than one tenth (1/10) of the voting rights, more than one third (1/3) of the directors, more than one half (1/2) of the independent non-executive directors, the general manager or the Board of Supervisors may propose an extraordinary meeting. The chairman shall call and chair the meeting within ten (10) days after receiving the proposal.	Board meetings include regular meetings and extraordinary meetings. Regular meetings are held at least four (4) times a year.Chairman of the Board of Directors, ~~S~~shareholders representing more than one tenth (1/10) of the voting rights, more than one third (1/3) of the directors, more than one half (1/2) of the independent non-executive directors, the general manager or the Board of Supervisors may propose an extraordinary meeting. The chairman shall call and chair the meeting within ten (10) days after receiving the proposal.

Article No.
Before Amendment

After Amendment

(23) In order to ensure the continued
stability of the Company’s operation
and management, and safeguard the
overall and long-term interests of the
Company and its shareholders, in the
event of a hostile takeover, take anti-
takeover
measures
that
are
not
prohibited by laws and regulations
and do not harm the lawful rights and
interests
of
the
Company
and
shareholders;
(24) Other powers conferred by the
Articles of Association or by the
general meeting; and
(25) Other matters under the laws,
regulations and local listing rules.
The above resolutions of the Board of
Directors shall be validated by the
majority of directors, except that the
resolutions under Article 136 (7), (8),
(9) or (15) shall be validated by at
least two thirds (2/3) of directors.
...

(~~23~~22)
In
order
to
ensure
the
continued stability of the Company’s
operation
and
management,
and
safeguard the overall and long-term
interests of the Company and its
shareholders, in the event of a hostile
takeover,
take
anti-takeover
measures that are not prohibited by
laws and regulations and do not harm
the lawful rights and interests of the
Company and shareholders;
(~~24~~23) Other powers conferred by the
Articles of Association or by the
general meeting; and
(~~25~~24) Other matters that shall be
decided by the Board of Directors
under the laws, regulations and ~~local~~
~~listing ~~governing rules of the places
where the shares of the Company are
listed or the Articles of Association.
The above resolutions of the Board of
Directors shall be validated by the
majority of directors, except that the
resolutions under Article 136~~(7), (8),~~
~~(9) or (15)~~(6), (7), (8) or (14)shall be
validated by at least two thirds (2/3)
of directors.
...

Article 145
Board
meetings
include
regular
meetings and extraordinary meetings.
Regular meetings are held at least
four (4) times a year. Shareholders
representing more than one tenth
(1/10) of the voting rights, more than
one third (1/3) of the directors, more
than one half (1/2) of the independent
non-executive directors, the general
manager or the Board of Supervisors
may
propose
an
extraordinary
meeting. The chairman shall call and
chair the meeting within ten (10)
days after receiving the proposal.

Board
meetings
include
regular
meetings and extraordinary meetings.
Regular meetings are held at least
four (4) times a year.Chairman of the
Board of Directors, ~~S~~shareholders
representing more than one tenth
(1/10) of the voting rights, more than
one third (1/3) of the directors, more
than one half (1/2) of the independent
non-executive directors, the general
manager or the Board of Supervisors
may
propose
an
extraordinary
meeting. The chairman shall call and
chair the meeting within ten (10)
days after receiving the proposal.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

	Article No. Before Amendment	Article No. Before Amendment
	Article 148 A meeting of the Board of Directors can only be held when the majority of directors are present. Resolutions made by the Board of Directors shall be validated by the majority of directors.
		the Board validated directors.
	Article 150 The voting method of the Board meeting is a show of hands or an open ballot. Given directors can fully express their opinions, extraordinary meetings of the Board of Directors may be held by telecommunication and the resolutions may be made and signed by directors present at the meeting.	The voting meeting is open ballot recognized
	Article 156 ... The Company’s senior management include general manager, vice general managers, chief financial officer, financial controller, secretary and other persons identified by the Board of Directors as senior management.
	Article 158 Persons who hold administrative positions other than directors and supervisors in other entities controlled by the controlling shareholder or actual controller of the Company shall not serve as senior management of the Company.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

– 47 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

Article	No.	Before Amendment	Before Amendment	After Amendment
Article	180	To hold a meeting of the Board of		~~To hold a meeting of the Board of~~
		Supervisors, the Company	shall send	~~Supervisors, the Company shall send~~
		a 10-day prior notice in	writing to	~~a 10-day prior notice in writing to~~
		entire supervisors. The notice of meeting shall specify the date, place,		~~entire supervisors. ~~Notices of regular meetings of the Board of Supervisors
		duration of the meeting,	subject of	shall be served to all supervisors in
		consideration at the meeting, the		writing ten (10) days before the
		name, telephone number	or other	meetings are convened. Notices of
		contact information of contact person		the extraordinary meetings of the
		etc.		Board of Supervisors shall be served
				to all supervisors in writing five (5)
				days before the meetings are
				convened. The notice of meeting
				shall specify the date, place, duration
				of the meeting, subject of
				consideration at the meeting, the
				name, telephone number or other
				contact information of contact person
				etc.
Article	183	A resolution of the	Board of	A resolution of the Board of
		Supervisors shall be voted by show		Supervisors shall be voted by show
		of hands or by open ballot.		of hands ~~or,~~ by open ballot or by other voting methods recognized by
				the regulatory authorities.
Article	208	...		...
		The financial reports	shall be	~~The~~ ~~financial~~ ~~reports~~ ~~shall~~ ~~be~~
		deposited with the Company twenty		~~deposited with the Company twenty~~
		(20) days prior to the annual general		~~(20) days prior to the annual general~~
		meeting, for shareholders	to consult.	~~meeting, for shareholders to consult.~~
Article	209	The Board of Directors	shall, at	The Board of Directors shall, at
		each annual general meeting, submit		each annual general meeting, submit
		to the financial reports	prepared	to the financial reports prepared
		by the Company as	required	by the Company as required
		by relevant laws, regulations,		by relevant laws, regulations,
		normative documents issued by		normative documents issued by
		local governments and	competent	local governments and competent
		authorities.		authorities.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

Article	No.	Before Amendment	After Amendment
Article	210	...	...
		Unless otherwise required by	Unless otherwise required by
		relevant laws, regulations, local	relevant laws, regulations, local
		listing rules, and the Articles of	listing rules, and the Articles of
		Association, the Company shall, at	Association, the Company shall, at
		least twenty one (21) days before the	least twenty one (21) days before the
		annual general meeting, submit the	annual general meeting, submit the
		aforementioned financial report or	aforementioned financial report or
		the directors’ report together with the	the directors’ report together with the
		balance sheet (including each	balance sheet (including each
		document to be attached at law) and	document to be attached at law) and
		profit statement or income statement,	profit statement or income statement,
		or financial summary report,	or financial summary report,
		delivered or mailed to each holder of	delivered or mailed to each holder of
		overseas listed foreign shares,	overseas listed foreign shares,
		postage prepaid, addressed to the	postage prepaid, addressed to the
		recipients as listed in the register of	recipients as listed in the register of
		shareholders. Subject to relevant	shareholders. Subject to relevant
		laws, regulations, and local listing	laws, regulations, and local listing
		rules, the Company may make	rules, the Company may make
		announcements (i.e. posting on the	announcements (i.e. posting on the
		official website of the Company).	official website of the Company).
Article	228	Regardless of the terms of contract	Regardless of the terms of contract
		between the acountant firm and the	between the accountant firm and the
		Company, the general meeting may	Company, the general meeting may
		decide to dismiss any acountant firm	decide to dismiss any accountant
		before the term of acountant firm	firm before the term of accountant
		expires, subject to the approval of more than one half of the attending	firm expires by way of ordinary resolution~~, subject to the approval of~~
		shareholders with voting rights. Any	~~more than one half of the attending~~
		right of the acountant firm to claim	~~shareholders with voting rights~~. Any
		compensation from the Company due	right of the accountant firm to claim
		to its dismissal will not be affected.	compensation from the Company due
			to its dismissal will not be affected.
Article	230	The engagement, dismissal or no re-	The engagement, dismissal or no re-
		engagement of a acountant firm for	engagement ofanaccountant firm for
		annual audit shall be decided by the	annual audit shall be decided by the
		general meeting and reported to the	general meeting ~~and reported to the~~
		securities regulatory authorities by	~~securities regulatory authorities by~~
		the State Council for archiving.	~~the State Council for archiving~~.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

Article	No.		After Amendment
Article	232	The notice of the Company may be	The notice of the Company may be
		delivered by any of the following	delivered by any of the following
		means:	means:
		(1) by hand;	(1) by hand;
		(2) by mail; or	(2) by mail; ~~or~~
		(3) other means specified herein.	(3) ~~other means specified herein. ~~by email;
			(4) by way of publishing an
			announcement on the websites or
			newspapers formulated or stipulated
			by the Company and the stock
			exchange in accordance with the
			requirements of laws, regulations and
			governing rules of the places where
			the shares of the Company are listed;
			(5) by other ways as agreed in
			advance between the Company and
			the addressee or as accepted by the
			addressee after the notice is received;
			or
			(6) by other ways recognized by
			laws, regulations, regulatory
			authorities of the places where the
			shares of the Company are listed or
			provided by the Articles of
			Association.

Article	233	The notice of general meeting shall	~~The notice of general meeting shall~~
		be delivered by hand, by mail, by	~~be delivered by hand, by mail, by~~
		facsimile or by email.	~~facsimile or by email.~~
Article	234	The notice of meeting of the Board of	~~The notice of meeting of the Board of~~
		Directors shall be delivered by hand,	~~Directors shall be delivered by hand,~~
		by mail, by facsimile or by email.	~~by mail, by facsimile or by email.~~
Article	235	The notice of meeting of the Board of	~~The notice of meeting of the Board of~~
		Supervisors shall be delivered by	~~Supervisors shall be delivered by~~
		hand, by mail, by facsimile or by	~~hand, by mail, by facsimile or by~~
		email.	~~email.~~

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

Article	No.	Before Amendment	Before Amendment	After Amendment
Article	236	If the notice is sent by hand, the		If the notice is sent by hand, the
		receiving person shall sign (or seal)		receiving person shall sign (or seal)
		the delivery receipt, and the date of		the delivery receipt, and the date of
		receipt shall be the date of delivery;		receipt shall be the date of delivery;
		if the notice is sent by	mail, the 3rd	if the notice is sent by mail, the 3rd
		working day from the date of handing		working day from the date of handing
		it to the post office is the date of		it to the post office is the date of
		delivery; if the notice is sent by		delivery; if the notice is sent by
		facsimile, the date on	the delivery	facsimile, the date on the delivery
		report generated by the Company’s		report generated by the Company’s
		fax machine will be	the date of	fax machine will be the date of
		delivery; if the notice is sent by		delivery; if the notice is sent by
		email, the date of emailing will be		email, the date of emailing will be
		the date of delivery.		the date of delivery.
				Any notice of the Company given by
				announcement shall be deemed to be
				received by all relevant persons once
				such announcement is published.
				Where the laws, regulations and
				regulatory authorities of the place
				where the shares of the Company are
				listed provide otherwise, such
				provisions shall prevail.
Article	247	If the Company has the	circumstance	If the Company has the circumstance
		specified in item (1) of Article 246 of the Articles of Association, it may		specified in item (1) of Article 24~~6~~3 of the Articles of Association, it may
		survive by amending the Articles of		survive by amending the Articles of
		Association.		Association.
		...		...

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

If an article number has to be adjusted due to content modification, such article number shall be adjusted accordingly and is not listed separately in this table.

– 52 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETING

APPENDIX III

Article	No.	Before Amendment	After Amendment
Article	12	The caller shall send a written notice	The caller shall send a written
		to all shareholders within at least twenty (20) working days prior to the	notice to all shareholders within at least twenty (20) calendar ~~working~~
		convention of general meeting, or at	days prior to the convention of
		least fifteen (15) calendar days or ten	general meeting, or at least
		(10) working days (whichever is	fifteen (15) calendar days ~~or ten (10)~~
		longer) prior to the convention of	~~working days (whichever is longer)~~
		Extraordinary general meeting,	prior to the convention of
		unless otherwise required by relevant laws, regulations and local securities	~~Extraordinary ~~extraordinary general meeting, unless otherwise required
		commission rules.	by relevant laws, regulations and
			local securities commission rules.
		The notice of meeting shall be sent
		by hand or by mail (prepaid postage)	Unless otherwise provided by laws,
		to the shareholder(s) (with or without voting rights at general meeting),	regulations, local regulatory rules and the Articles of Association, ~~T~~the
		addressed to the shareholder(s) as	notice of meeting shall be sent by
		recorded in the register of	hand or by mail (prepaid postage) to
		shareholders. To the holders of	the shareholder(s) (with or without
		domestic shares, the notice of	voting rights at general meeting),
		meeting may also be sent by	addressed to the shareholder(s) as
		announcement under the laws or	recorded in the register of
		regulations.	shareholders. To the holders of
			domestic shares and unlisted foreign
		The notice of meeting, information or	shares, the notice of meeting may
		written statement sent to holders of	also be sent by announcement under
		overseas listed foreign shares shall	the laws or regulations.
		be delivered at least twenty (20)
		working days before the convention	The notice of meeting, information or
		of annual general meeting or at least	written statement sent to holders of
		fifteen (15) calendar days or ten (10)	overseas listed foreign shares shall
		working days (whichever is longer) before the convention of	be delivered at least twenty (20) calendar ~~working ~~days before the
		extraordinary general meeting, by	convention of annual general meeting
		any of the following means:	or at least fifteen (15) calendar days
			~~or ten (10) working days (whichever~~
		(1) Delivered by hand or by mail to	~~is longer) ~~before the convention of
		every holder of overseas listed	extraordinary general meeting, by
		foreign shares, according to the	any of the following means:
		registered address of every such
		holder;	(1) Delivered by hand or by mail to
			every holder of overseas listed
			foreign shares, according to the
			registered address of every such
			holder;

– 53 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETING

APPENDIX III

	Article No. Before Amendment	Article No. Before Amendment
	(2) Subject to applicable laws, regulations and listing rules, published on the official website of the Company or other website designated by the local securities commission or local stock exchange; (3) Sent otherwise under the rules of the stock exchange where the shares of the Company are listed and listing rules. The foregoing “twenty (20) working days”, “fifteen (15) working days” or “ten (10) working days” shall not include the date of meeting or the date of notice.
		calendar days”
		date of meetin
	Article 21 ... A shareholder being a legal person shall be represented by the legal representative or its proxy in presence and voting at any meeting. Any presence of a legal person shareholder at any meeting shall be deemed as its presence by person. The legal person shareholder shall sign a proxy form for its duly authorized proxy. The legal representative of a legal person shareholder to attend the meeting shall present its personal identity card, valid certificate of its legal representative status; The proxy of a legal person shareholder to attend the meeting shall present its personal identity card, the written proxy form issued duly by the legal representative or authorized representative of the legal person shareholder (unless the shareholder is a recognized clearing house or its agent in the place where shares of the Company are listed).

– 54 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETING

APPENDIX III

	Article No. Before Amendment	Article No. Before Amendment
	Article 24 At the meeting, if the chair of meeting breaks the proceeding rules and causes the meeting unable to continue, then with consent of shareholders with the majority of voting rights present at the meeting, the shareholders may recommend one of them to chair and continue the meeting,
	Article 37 In a voting at general meeting, lawyer, shareholder representatives and supervisor representatives shall jointly count and scrutinize the votes.

	Article 39 ... (6) The name of lawyer, counter and scrutineer; ...	... (6) The name of and scrutineer; ...

– 55 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETING

APPENDIX III

Article	No.		Before Amendment	After Amendment
Article	45	Any motion to change or abolish a Any motion to change or abolish a
		class shareholder’s rights shall		be class shareholder’s rights shall be
		validated both by a special resolution validated both by a special resolution
		at the general meeting and by a class at the general meeting and by a class
		general meeting separately called		by general meeting separately called by
		the	affected class shareholders under the affected class shareholders under
		Article 119 to Article 124 hereof. Article 119 to Article 124 hereof.
				Upon approval by the securities
				regulatory authorities under the State
				Council, where the shareholders of
				the Company transfer all or part of
				their unlisted shares to overseas
				investors and list them on an
				overseas stock exchange for trading,
				or convert all or part of their unlisted
				shares into overseas listed shares and
				list them on an overseas stock
				exchange for trading, the Company
				shall not be deemed to change or
				abolish the rights of a class
				shareholder.

Article	46	...		...
		(12) The modification or abolition of (12) The modification or abolition of
			any provisions hereof.	any provisions hereof relating
				to the “Special Voting
				Procedures for Shareholders of
				Different Classes”.

– 56 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETING

APPENDIX III

Article	No.		Before Amendment		After Amendment
Article	47	...		...
		The	aforesaid “interested	The	aforesaid “interested
		shareholder(s)” mean:		shareholder(s)” mean:
		(1)	The controlling shareholder	(1)	The controlling shareholder
			defined under Article 58 hereof,		defined under Article 58 hereof,
			in the event the Company issues		in the event the Company issues
			repurchase offers to entire		repurchase offers to entire
			shareholders in proportion to		shareholders in proportion to
			their shareholding percentages		their shareholding percentages
			under Article 27 hereof, or the		under ~~Article~~ ~~27~~ ~~hereof~~ the
			Company buys back its shares		Articles of Association, or the
			through open trading at the		Company buys back its shares
			Hong Kong Stock Exchange;		through open trading at the
					Hong Kong Stock Exchange;
		(2)	The shareholder(s) related to
			the agreement by which the	(2)	The shareholder(s) related to
			Company buys back its shares		the agreement by which the
			outside the Hong Kong Stock		Company buys back its shares
			Exchange under Article 27		outside the Hong Kong Stock
			hereof; or		Exchange under ~~Article~~ ~~27~~
					~~hereof~~ the Articles of
		(3)	The shareholder(s) assuming		Association; or
			liabilities in lower percentage
			than other shareholders of the	(3)	The shareholder(s) assuming
			same class or having different		liabilities in lower percentage
			interests with other		than other shareholders of the
			shareholders of the same class.		same class or having different
					interests with other
					shareholders of the same class.
Article	48	The	quorum of a certain class of	~~The ~~	~~quorum of a certain class of~~
		general meeting (excluding any		~~general~~ ~~meeting~~ ~~(excluding~~ ~~any~~
		adjourned meeting) held to modify		~~adjourned meeting) held to modify~~
		the rights of any class of shares shall		~~the rights of any class of shares shall~~
		be at least one third (1/3) holders of		~~be at least one third (1/3) holders of~~
		such	class of issued shares.	~~such ~~	~~class of issued shares.~~
		...		...

– 57 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETING

APPENDIX III

Article	No.	Before Amendment	After Amendment
Article	49	To hold a class general meeting, the	~~To hold a class general meeting, the~~
		Company shall send a 15-day prior	~~Company shall send a 15-day prior~~
		notice of meeting in writing to all	~~notice of meeting in writing to all~~
		registered shareholders of this class,	~~registered shareholders of this class,~~
		specifying the date and place of	~~specifying the date and place of~~
		meeting, as well as the subject	~~meeting,~~ ~~as~~ ~~well~~ ~~as~~ ~~the~~ ~~subject~~
		matter. Shareholders to attend the	~~matter. Shareholders to attend the~~
		meeting shall send the reply of	~~meeting~~ ~~shall~~ ~~send~~ ~~the~~ ~~reply~~ ~~of~~
		presence in writing to the Company	~~presence in writing to the Company~~
		timely before the meeting.	~~timely before the meeting.~~
			Notice of a class general meeting
			only needs to be given to
			shareholders entitled to vote thereat.

Article	50	When the number of shares with	~~When the number of shares with~~
		voting rights held by shareholders	~~voting rights held by shareholders~~
		planning to attend the meeting	~~planning~~ ~~to~~ ~~attend~~ ~~the~~ ~~meeting~~
		reaches or exceeds 1/2 of the total	~~reaches or exceeds 1/2 of the total~~
		number of such class of shares with	~~number of such class of shares with~~
		voting rights at the meeting, the	~~voting rights at the meeting, the~~
		Company may hold a class general	~~Company may hold a class general~~
		meeting; when the number of shares	~~meeting; when the number of shares~~
		with voting rights held by	~~with~~ ~~voting~~ ~~rights~~ ~~held~~ ~~by~~
		shareholders planning to attend the	~~shareholders planning to attend the~~
		meeting cannot reach 1/2 of the total	~~meeting cannot reach 1/2 of the total~~
		number of such class of shares with	~~number of such class of shares with~~
		voting rights at the meeting, the	~~voting rights at the meeting, the~~
		Company shall notify the	~~Company~~ ~~shall~~ ~~notify~~ ~~the~~
		shareholders of the subject matter,	~~shareholders of the subject matter,~~
		date and place of meeting, again by	~~date and place of meeting, again by~~
		means of announcement, within five	~~means of announcement, within five~~
		(5) days; and with announcement, the	~~(5) days; and with announcement, the~~
		Company may hold a class general	~~Company may hold a class general~~
		meeting.	~~meeting.~~
			A class general meeting shall be
			conducted in a manner as similar as
			possible to that of a general meeting.
			The provisions of the Articles of
			Association relating to the
			procedures of general meetings shall
			apply to class general meetings.

– 58 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETING

APPENDIX III

Article	No. Before Amendment	No. Before Amendment	No. Before Amendment	No. Before Amendment	After Amendment
Article	51 The notice of class general meeting				~~The notice of class general meeting~~
	shall be sent		only to the shareholders		~~shall be sent only to the shareholders~~
	entitled to vote at such meeting.				~~entitled to vote at such meeting.~~
	The class	general meeting shall be			~~The class general meeting shall be~~
	carried out in the same procedures				~~carried out in the same procedures~~
	with general meeting as practicable				~~with general meeting as practicable~~
	as possible,		and the provisions for		~~as possible, and the provisions for~~
	general meeting procedures herein				~~general meeting procedures herein~~
	also apply to class general			meeting.	~~also apply to class general meeting.~~
					Except for the holders of other
					classes of shares, the holders of
					domestic shares and the holders of
					overseas listed foreign shares are
					deemed as different classes of
					shareholders.

– 59 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETING

APPENDIX III

Article	No.		Before Amendment		After Amendment
Article	52	Except for the holders of other class		~~Except for the holders of other class~~
		of shares, the holders of domestic		~~of shares, the holders of domestic~~
		shares and the holders of overseas		~~shares and the holders of overseas~~
		listed foreign shares are deemed as		~~listed foreign shares are deemed as~~
		different classes of shareholders.		~~different classes of shareholders.~~
		The	following events don’t apply to	The	following events don’t apply to
		the	special voting procedures for	the	special voting procedures for
		class shareholders:		class shareholders:
		(1)	With approval by a special	(1)	With approval by a special
			resolution at general meeting,		resolution at general meeting,
			the Company shall issue		the Company shall issue
			domestic shares and overseas		domestic shares and overseas
			listed foreign shares separately		listed foreign shares separately
			or jointly every twelve (12)		or jointly every twelve (12)
			months, and the number of		months, and the number of
			domestic shares (or overseas		domestic shares (or overseas
			listed foreign shares) to be		listed foreign shares) to be
			issued shall not exceed 20% of		issued shall not exceed 20% of
			such class of shares in issue;		such class of shares in issue;
		(2)	The plan of issuing domestic	(2)	The plan of issuing domestic
			shares or overseas listed foreign		shares or overseas listed
			shares at the time of company establishment is accomplished		foreign shares at the time of the ~~company~~ Company’s
			within fifteen (15) months from		establishment is accomplished
			the date of approval by		within fifteen (15) months from
			securities regulatory authorities		the date of approval by
			by the State Council.		securities regulatory authorities
		(3)	With the approval by securities		by the State Council~~.~~;
			regulatory authorities by the	(3)	With the approval by securities
			State Council, the domestic		regulatory authorities by the
			shareholders of the Company		State Council, the domestic
			transfer their shares to overseas		shareholders of the Company
			investors, which are listed on an		transfer their shares to overseas
			overseas stock exchange,		investors, which are listed on an
					overseas stock exchange~~,~~; and
				(4)	Other circumstances stipulated
					by laws, regulations, the
					governing rules of the places
					where the shares of the
					Company are listed or the
					Articles of Association.

– 60 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [111 x 34] intentionally omitted <==

Jiangsu Recbio Technology Co., Ltd. 江蘇瑞科生物技術股份有限公司

(a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 2179)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2022 first extraordinary general meeting (the “ EGM ”) of Jiangsu Recbio Technology Co., Ltd. (the “ Company ”) will be held at 10:00 a.m. on Monday, August 15, 2022 at Conference Room, 3/F, Building G29, Standard Plant, China Medical City Phase 6, Medical High-tech District, Taizhou City, Jiangsu Province, the People’s Republic of China for the following purposes (special resolutions marked with *):

*To consider and approve the resolution on the application for “full circulation” of unlisted Shares of the Company;
*To consider and approve the resolution on the authorization granted to the Board of Directors and its delegated persons to deal with matters related to the application for “full circulation” of unlisted Shares of the Company;
To consider and approve the resolution on the change of registered address of the Company;
*To consider and approve the resolution on the amendments to the Articles of Association; and
*To consider and approve the resolution on the amendments to the Rules of Procedure of the General Meeting.

By order of the Board Jiangsu Recbio Technology Co., Ltd. Dr. LIU Yong Chairman

Jiangsu Province, the PRC July 29, 2022

– 61 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

All resolutions at the EGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The results of the poll will be published on the websites of the Company at www.recbio.cn and Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the EGM.
Any Shareholder entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a Shareholder of the Company.
In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and returned to the Company’s headquarters and registered office in the PRC (for holders of Domestic Shares and Unlisted Foreign Shares) or H Share Registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares), at least 24 hours before the EGM (i.e. before 10:00 a.m. August 14, 2022) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude a Shareholder from attending and voting at the EGM or any adjourned meeting thereof should he/she so wish.
For the purpose of determining the list of holders of H Shares who are entitled to attend the EGM, the H Share Register of members of the Company will be closed from Saturday, July 16, 2022 to Monday, August 15, 2022, 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, unregistered holders of the H Shares shall ensure all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, July 15, 2022 for registration.
In case of joint Shareholders, the vote of the senior joint Shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint Shareholder(s) and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.
Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.
A Shareholder or his/her proxy should produce proof of identity when attending the EGM.
Notes for the meeting:

If Shareholders attend the meeting on-site, please pay attention to the following matters:

(1) Please contact the Office of the Board of the Company no later than two days before the convening of the EGM (i.e. before 10:00 a.m. on Saturday, August 13, 2022), and complete the declaration of personal health information, including their basic personal information, epidemiological history screening, health monitoring condition, and vaccination status. In order to protect the health of the attendees, Shareholders who have not completed the declaration within the aforesaid time, or have travelled to medium- to high-risk areas in recent 14 days, or do not meet the pandemic prevention requirements will not be able to enter the venue of the general meeting.
(2) Upon arrival at the meeting venue on the day of the EGM, please cooperate with the implementation of the epidemic prevention and control requirements such as registration for meeting attendance, health information query and confirmation, and temperature detection, and strictly abide by the epidemic prevention regulations of local government. Please wear a mask at all times during the meeting and keep necessary distance according to the meeting arrangement.

– 62 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

(3) Contact information of the meeting:

The Office of the Board of Jiangsu Recbio Technology Co., Ltd. Address: Room A109, Vaccine Engineering Centre, China Medical City, Taizhou City, Jiangsu Province Postal code: 225300 Phone: (0523) 8882 0888 Email: [email protected]

Further details of the resolutions are set out in the circular of the Company dated July 29, 2022.
References to dates and time in this notice are to Hong Kong dates and time.

As at the date of this notice, the Board of the Company comprises Dr. LIU Yong as the chairman of the Board and an executive Director, Dr. CHEN Jianping and Mr. LI Bu as executive Directors, Dr. HONG Kunxue, Dr. ZHOU Hongbin, Mr. ZHAO Hui, Dr. DU Wei and Dr. FENG Tao as non-executive Directors, and Mr. LIANG Guodong, Dr. XIA Lijun, Professor GAO Feng and Professor YUEN Ming Fai as independent non-executive Directors.

– 63 –

NOTICE OF H SHARE CLASS MEETING

==> picture [111 x 34] intentionally omitted <==

Jiangsu Recbio Technology Co., Ltd. 江蘇瑞科生物技術股份有限公司

(a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 2179)

NOTICE OF H SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN THAT the 2022 first H share class meeting (the “ H Share Class Meeting ”) of Jiangsu Recbio Technology Co., Ltd. (the “ Company ”) will be held on Monday, August 15, 2022, immediately after the conclusion or any adjourned meeting of the 2022 first extraordinary general meeting and the 2022 first class meeting for holders of domestic shares and unlisted foreign shares of the Company at Conference Room, 3/F, Building G29, Standard Plant, China Medical City Phase 6, Medical High-tech District, Taizhou City, Jiangsu Province, the People’s Republic of China for the following purposes:

SPECIAL RESOLUTIONS

To consider and approve the resolution on the application for “full circulation” of unlisted Shares of the Company;
To consider and approve the resolution on the authorization granted to the Board of Directors and its delegated persons to deal with matters related to the application for “full circulation” of unlisted Shares of the Company.

By order of the Board Jiangsu Recbio Technology Co., Ltd. Dr. LIU Yong Chairman

Jiangsu Province, the PRC July 29, 2022

– 64 –

NOTICE OF H SHARE CLASS MEETING

Notes:

All resolutions at the H Share Class Meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The results of the poll will be published on the websites of the Company at www.recbio.cn and Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the H Share Class Meeting.
Any Shareholder entitled to attend and vote at the H Share Class Meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a Shareholder of the Company.
In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and returned to the H Share Registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, at least 24 hours before the H Share Class Meeting (i.e. before 10:00 a.m. August 14, 2022) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude a Shareholder from attending and voting at the H Share Class Meeting or any adjourned meeting thereof should he/she so wish.
For the purpose of determining the list of holders of H Shares who are entitled to attend the H Share Class Meeting, the H Share Register of members of the Company will be closed from Saturday, July 16, 2022 to Monday, August 15, 2022, 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 H Share Class Meeting, unregistered holders of the H Shares shall ensure all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, July 15, 2022 for registration.
In case of joint Shareholders, the vote of the senior joint Shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint Shareholder(s) and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.
Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.
A Shareholder or his/her proxy should produce proof of identity when attending the H Share Class Meeting.
Notes for the meeting:

If Shareholders attend the meeting on-site, please pay attention to the following matters:

(1) Please contact the Office of the Board of the Company no later than two days before the convening of the H Share Class Meeting (i.e. before 10:00 a.m. on Saturday, August 13, 2022), and complete the declaration of personal health information, including their basic personal information, epidemiological history screening, health monitoring condition, and vaccination status. In order to protect the health of the attendees, Shareholders who have not completed the declaration within the aforesaid time, or have travelled to medium- to high-risk areas in recent 14 days, or do not meet the pandemic prevention requirements will not be able to enter the venue of the general meeting.
(2) Upon arrival at the meeting venue on the day of the H Share Class Meeting, please cooperate with the implementation of the epidemic prevention and control requirements such as registration for meeting attendance, health information query and confirmation, and temperature detection, and strictly abide by the epidemic prevention regulations of local government. Please wear a mask at all times during the meeting and keep necessary distance according to the meeting arrangement.

– 65 –

NOTICE OF H SHARE CLASS MEETING

(3) Contact information of the meeting:

Further details of the resolutions are set out in the circular of the Company dated July 29, 2022.
References to dates and time in this notice are to Hong Kong dates and time.

– 66 –

AI assistant

Jiangsu Recbio Technology Co., Ltd. Proxy Solicitation & Information Statement 2022

50426_rns_2022-07-28_78d10718-2cb5-4fe7-938d-26637a851e20.pdf

Jiangsu Recbio Technology Co., Ltd. 江蘇瑞科生物技術股份有限公司

(Stock code: 2179)

APPLICATION FOR “FULL CIRCULATION” OF UNLISTED SHARES OF THE COMPANY

DEFINITIONS

DEFINITIONS

Jiangsu Recbio Technology Co., Ltd. 江蘇瑞科生物技術股份有限公司

To the Shareholders

I. INTRODUCTION

3. Resolution on the change of registered address of the Company

4. Resolution on the amendments to the Articles of Association

5. Resolution on the amendments to the Rules of Procedure of the General Meeting

III. THE EGM, CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES AND UNLISTED FOREIGN SHARES AND H SHARE CLASS MEETING

IV. CLOSURE OF REGISTER OF MEMBERS OF H SHARES

V. PROXY ARRANGEMENT

VI. VOTING BY POLL

VII. RECOMMENDATION

VIII. RESPONSIBILITY STATEMENT

1. Scope of shares that can be applied for conversion into H shares

2. The intention of the application for the H Share Full Circulation

3. Completion time of the H Share Full Circulation

4. Conditions for the H Share Full Circulation

APPENDIX II

APPENDIX II

APPENDIX II

APPENDIX II

APPENDIX II

APPENDIX II

APPENDIX II

APPENDIX II

Jiangsu Recbio Technology Co., Ltd. 江蘇瑞科生物技術股份有限公司

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE OF EXTRAORDINARY GENERAL MEETING

Jiangsu Recbio Technology Co., Ltd. 江蘇瑞科生物技術股份有限公司

NOTICE OF H SHARE CLASS MEETING

SPECIAL RESOLUTIONS

NOTICE OF H SHARE CLASS MEETING

Article	No.	Before Amendment	After Amendment
Article	1	In order to regulate the organization	In order to regulate the organization
		and behaviors of Jiangsu Recbio	and behaviors of Jiangsu Recbio
		Technology Co., Ltd. (the	Technology Co., Ltd. (the
		“Company”), and maintain the	“Company”), and maintain the
		legitimate rights and interests of its	legitimate rights and interests of its
		shareholders and creditors, the	shareholders and creditors, the
		Articles of Association has been	Articles of Association has been
		hereby formulated in accordance	hereby formulated in accordance
		with Chinese laws, administrative	with Chinese laws, administrative
		regulations and rules (the “laws and	regulations and departmental rules
		regulations”), including the	(the “laws and regulations”),
		Company Law of the People’s	including the Company Law of the
		Republic of China (the “Company	People’s Republic of China (the
		Law”), the Special Provisions of the	“Company Law”), the Special
		State Council Concerning the	Provisions of the State Council
		Overseas Offering and Listing of	Concerning the Overseas Offering
		Shares by Joint Stock Limited	and Listing of Shares by Joint Stock
		Companies (the “Special	Limited Companies (the “Special
		Provisions”), the Mandatory	Provisions”), the Mandatory
		Provisions for the Articles of	Provisions for the Articles of
		Association of Companies to be	Association of Companies to be
		Listed Overseas (the “Mandatory	Listed Overseas (the “Mandatory
		Provisions”), the Letter on Opinions	Provisions”), the Letter on Opinions
		on Supplementary Amendments to	on Supplementary Amendments to
		the Articles of Association of	the Articles of Association of
		Companies Going Listed in Hong	Companies Going Listed in Hong
		Kong, the Opinions to Further	Kong, the Opinions to Further
		Promote the Standard Operation and	Promote the Standard Operation and
		Deepening Reform of Overseas	Deepening Reform of Overseas
		Listed Companies, the Reply of State	Listed Companies, the Reply of State
		Council Approving the Adjustment to	Council Approving the Adjustment to
		the Term of Notice and Other Matters	the Term of Notice and Other Matters
		of General Meeting of Overseas	of General Meeting of Overseas
		Listed Companies, and the Rules	Listed Companies, and the Rules
		Governing the Listing of Securities	Governing the Listing of Securities
		on the Stock Exchange of Hong Kong	on the Stock Exchange of Hong Kong
		Limited (the “Hong Kong Listing	Limited (the “Hong Kong Listing
		Rules”).	Rules”).
Article	2	The Company is a joint stock limited	The Company is a joint stock limited
		company established under the	company established under the
		Company Law, the Special	Company Law, the Special
		Provisions and other national laws,	Provisions and other national laws,
		regulations and normative	regulations and normative
		documents.	documents.
		...	...

Article	No.	Before Amendment	After Amendment
Article	99	...	...
		(2) The following matters may be	(2) The following matters may be
		concerned in a special resolution of	concerned in a special resolution of
		general meeting:	general meeting:
		(A) The increase or decrease of share	(A) The increase or decrease of share
		capital, the issue of any class of share	capital, the issue of any class of share
		certificate, warrants and other similar	certificate, warrants and other similar
		securities of the Company and/or its	securities of the Company ~~and/or its~~
		subsidiaries;	~~subsidiaries~~;
		(B) Any modification to the Articles	(B) Any modification to the Articles
		of Association by the Company	of Association ~~by~~ ~~the~~ ~~Company~~
		and/or its subsidiaries;	~~and/or its subsidiaries~~;
		(C) Issue of corporate bonds, listing	(C) Issue of corporate bonds, listing
		of securities of the Company and/or	of securities of the Company ~~and/or~~
		its subsidiaries;	~~its subsidiaries~~;
		(D) The merger, division, dissolution	(D) The merger, division, dissolution
		or liquidation or change of nature of	or liquidation or change of nature of
		the Company and/or its subsidiaries;	the Company ~~and/or its subsidiaries~~;
		(E) The purchase or sale of major	(E) The purchase or sale of major
		assets within one year, or the	assets within one year, or the
		guarantee in an amount exceeding	guarantee in an amount exceeding
		30% of the Company’s total assets,	30% of the Company’s total assets,
		except for the Company’s daily	except for the Company’s daily
		business operations or the provision	business operations or the provision
		of guarantees for the Company and	of guarantees for the Company and
		its wholly-owned subsidiaries;	its wholly-owned subsidiaries;
		(F) The equity incentive scheme of	(F) The equity incentive scheme of
		the Company and/or its subsidiaries;	the Company ~~and/or its subsidiaries~~;
		(G) Before the term of Board of	(G) Before the term of Board of
		Directors expires, the Company	Directors expires, the Company
		changes more than 1/4 directors in	changes more than 1/4 directors in
		that year;	that year;
		(H) Upon expiry of the Board of	(H) Upon expiry of the Board of
		Directors, over one third (1/3) of	Directors, over one third (1/3) of
		directors are changed by the	directors are changed by the
		Company; and	Company; and
		(I) Other matters to be concerned in a	(I) Other matters to be concerned in a
		special resolution of general meeting,	special resolution of general meeting,
		which might have major impact if	which might have major impact if
		concerned in an ordinary resolution	concerned in an ordinary resolution
		of general meeting, hereunder or	of general meeting, hereunder or
		under relevant laws or regulations.	under relevant laws or regulations.
		...	...

Article	No.	Before Amendment	After Amendment
Article	123	The notice of class general meeting	~~The notice of class general meeting~~
		shall be sent only to the shareholders	~~shall be sent only to the shareholders~~
		entitled to vote at such meeting.	~~entitled to vote at such meeting.~~
		The class general meeting shall be	~~The class general meeting shall be~~
		carried out in the same procedures	~~carried out in the same procedures~~
		with general meeting as practicable	~~with general meeting as practicable~~
		as possible, and the provisions for	~~as possible, and the provisions for~~
		general meeting procedures herein	~~general meeting procedures herein~~
		also apply to class general meeting.	~~also apply to class general meeting.~~
			Except for the holders of other class
			of shares, the holders of domestic
			shares and the holders of overseas
			listed foreign shares are deemed as
			different classes of shareholders.

Article	124	Except for the holders of other class	~~Except for the holders of other class~~
		of shares, the holders of domestic	~~of shares, the holders of domestic~~
		shares and the holders of overseas	~~shares and the holders of overseas~~
		listed foreign shares are deemed as	~~listed foreign shares are deemed as~~
		different classes of shareholders. The	~~different classes of shareholders.~~The
		following events don’t apply to the	following events don’t apply to the
		special voting procedures for class	special voting procedures for class
		shareholders:	shareholders:
		(1) With approval by a special	(1) With approval by a special
		resolution at general meeting, the	resolution at general meeting, the
		Company shall issue domestic shares	Company shall issue domestic shares
		and overseas listed foreign shares	and overseas listed foreign shares
		separately or jointly every twelve	separately or jointly every twelve
		(12) months, and the number of	(12) months, and the number of
		domestic shares (or overseas listed	domestic shares (or overseas listed
		foreign shares) to be issued shall not	foreign shares) to be issued shall not
		exceed 20% of such class of shares in	exceed 20% of such class of shares in
		issue;	issue;
		(2) The plan of issuing domestic	(2) The plan of issuing domestic
		shares or overseas listed foreign	shares or overseas listed foreign
		shares at the time of company	shares at the time of company
		establishment is accomplished within	establishment is accomplished within
		fifteen (15) months from the date of	fifteen (15) months from the date of
		approval by securities regulatory	approval by securities regulatory
		authorities by the State Council; or	authorities by the State Council; ~~or~~
		(3) With the approval by securities	(3) With the approval by securities
		regulatory authorities by the State	regulatory authorities by the State
		Council, the domestic shareholders	Council, the domestic shareholders
		of the Company transfer their shares	of the Company transfer their shares
		to overseas investors, which are	to overseas investors, which are
		listed on an overseas stock exchange,	listed on an overseas stock
			exchange~~,;~~ or
			(4) Other circumstances stipulated by
			laws, regulations, the governing rules
			of the places where the shares of the
			Company are listed or the Articles of
			Association.

Article	No.	Before Amendment	After Amendment
Article	170	A director, general manager and other	A director, general manager and other
		senior management shall not serve as	senior management shall not serve as
		supervisor. At the same time, a	supervisor. ~~At~~ ~~the~~ ~~same~~ ~~time,~~ ~~a~~
		person who serves as director or	~~person who serves as director or~~
		supervisor of other vaccine R&D and	~~supervisor of other vaccine R&D and~~
		production enterprises at home and	~~production enterprises at home and~~
		abroad shall not serve as supervisor.	~~abroad shall not serve as supervisor.~~
		A shareholder (including other fund	~~A shareholder (including other fund~~
		managed by the same fund manager	~~managed by the same fund manager~~
		and other fund managed by other	~~and other fund managed by other~~
		fund manager under the same actual	~~fund manager under the same actual~~
		controller) who holds 5% or more of	~~controller) who holds 5% or more of~~
		shares of other domestic vaccine	~~shares~~ ~~of~~ ~~other~~ ~~domestic~~ ~~vaccine~~
		R&D and production enterprises	~~R&D~~ ~~and~~ ~~production~~ ~~enterprises~~
		shall not appoint a representative to	~~shall not appoint a representative to~~
		serve as supervisor of the Company,	~~serve as supervisor of the Company,~~
		unless approved by the general	~~unless~~ ~~approved~~ ~~by~~ ~~the~~ ~~general~~
		manager.	~~manager.~~
Article	177	There is a Board of Supervisors in	There is a Board of Supervisors in
		the Company, which is composed	the Company, which is composed of
		of six (6) supervisors, who are shareholder representatives and	~~six (6) ~~five (5) supervisors, who are shareholder representatives and
		employee representatives. Of them,	employee representatives. Of them,
		four (4) supervisors are shareholder representatives, who are	~~four (4) ~~three (3) supervisors are shareholder representatives, who are
		elected by the general meeting;	elected by the general meeting; two
		two (2) supervisors are	(2) supervisors are employee
		employee representatives, who are	representatives, who are
		democratically elected or replaced by	democratically elected or replaced by
		employees of the Company. There is	employees of the Company. There is
		a chairman of the Board of	a chairman of the Board of
		Supervisors, who shall be elected or	Supervisors, who shall be elected or
		removed by more than two thirds	removed by more than two thirds
		(2/3) of entire supervisors. The	(2/3) of entire supervisors. The
		chairman shall call and chair the	chairman shall call and chair the
		meeting of the Board of Supervisors;	meeting of the Board of Supervisors;
		if the chairman is unable or fails to	if the chairman is unable or fails to
		perform its duties, a supervisor	perform its duties, a supervisor
		jointly nominated by the majority of	jointly nominated by the majority of
		supervisors shall call and chair the	supervisors shall call and chair the
		meeting of the Board of Supervisors.	meeting of the Board of Supervisors.

Article	No.	Before Amendment	After Amendment
Article	248	If the Company is dissolved under	If the Company is dissolved under
		Article 246 (1), (2), (4) or (5) hereof,	Article 24~~6~~3 (1), (2), (4) or (5)
		a liquidation team shall be	hereof, a liquidation team shall be
		established within fifteen (15) days	established within fifteen (15) days
		from the date of the occurrence of the	from the date of the occurrence of the
		cause of liquidati9on, to start the liquidation. The liquidation team	cause of ~~liquidati9on~~liquidation, to start the liquidation. The liquidation
		shall be composed of directors or	team shall be composed of directors
		persons determined by the general	or persons determined by the general
		meeting. If a liquidation team is not	meeting. If a liquidation team is not
		established for liquidation within the	established for liquidation within the
		time limit, the creditors may ask the	time limit, the creditors may ask the
		local court to designate relevant	local court to designate relevant
		persons to form a liquidation team.	persons to form a liquidation team.
Article	258	In any of the following	In any of the following
		circumstances, the Company shall	circumstances, the Company shall
		amend the Articles of Association:	amend the Articles of Association:
		(1) After the revision of the Company	(1) After the revision of the Company
		Law or relevant laws and regulations,	Law or relevant laws and regulations,
		the matters specified herein conflict	the matters specified herein conflict
		with the revised laws and	with the revised laws and
		regulations;	regulations;
		(2) The situation of the Company has	(2) The situation of the Company has
		changed, which is inconsistent with	changed, which is inconsistent with
		those recorded herein;	those recorded herein;
		(3) The general meeting decides to	(3) The general meeting decides to
		amend the Articles of Association.	amend the Articles of Association.
		(4) Any amendment hereto involving	~~(4) Any amendment hereto involving~~
		registration affairs under the laws	~~registration affairs under the laws~~
		and regulations shall be registered at	~~and regulations shall be registered at~~
		law. Any amendment hereto	~~law.~~ ~~Any~~ ~~amendment~~ ~~hereto~~
		involving content of Mandatory	~~involving~~ ~~content~~ ~~of~~ ~~Mandatory~~
		Provisions shall be validated by the	~~Provisions shall be validated by the~~
		local administration for market	~~local~~ ~~administration~~ ~~for~~ ~~market~~
		regulation and the securities	~~regulation~~ ~~and~~ ~~the~~ ~~securities~~
		regulatory authorities by the State	~~regulatory authorities by the State~~
		Council; any amendment hereto	~~Council;~~ ~~any~~ ~~amendment~~ ~~hereto~~
		involving business registration shall	~~involving business registration shall~~
		be registered at law.	~~be registered at law.~~

AI assistant

Jiangsu Recbio Technology Co., Ltd. — Proxy Solicitation & Information Statement 2022

50426_rns_2022-07-28_78d10718-2cb5-4fe7-938d-26637a851e20.pdf

Jiangsu Recbio Technology Co., Ltd. 江蘇瑞科生物技術股份有限公司

(Stock code: 2179)

APPLICATION FOR “FULL CIRCULATION” OF UNLISTED SHARES OF THE COMPANY

DEFINITIONS

DEFINITIONS

Jiangsu Recbio Technology Co., Ltd. 江蘇瑞科生物技術股份有限公司

To the Shareholders

I. INTRODUCTION

3. Resolution on the change of registered address of the Company

4. Resolution on the amendments to the Articles of Association

5. Resolution on the amendments to the Rules of Procedure of the General Meeting

III. THE EGM, CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES AND UNLISTED FOREIGN SHARES AND H SHARE CLASS MEETING

IV. CLOSURE OF REGISTER OF MEMBERS OF H SHARES

V. PROXY ARRANGEMENT

VI. VOTING BY POLL

VII. RECOMMENDATION

VIII. RESPONSIBILITY STATEMENT

1. Scope of shares that can be applied for conversion into H shares

2. The intention of the application for the H Share Full Circulation

3. Completion time of the H Share Full Circulation

4. Conditions for the H Share Full Circulation

APPENDIX II

APPENDIX II

APPENDIX II

APPENDIX II

APPENDIX II

APPENDIX II

APPENDIX II

APPENDIX II

Jiangsu Recbio Technology Co., Ltd. 江蘇瑞科生物技術股份有限公司

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE OF EXTRAORDINARY GENERAL MEETING

Jiangsu Recbio Technology Co., Ltd. 江蘇瑞科生物技術股份有限公司

NOTICE OF H SHARE CLASS MEETING

SPECIAL RESOLUTIONS

NOTICE OF H SHARE CLASS MEETING

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Jiangsu Recbio Technology Co., Ltd. Proxy Solicitation & Information Statement 2022